10-K – 2026-02-26 – cme-20251231.htm

ITEM 1C.    CYBERSECURITY
As a highly regulated global financial services company, we understand the substantial operational risks for companies in our industry as well as the importance of protecting the information and data of our clients, third parties and employees and the resilience of our systems. As such, our GIS Program is designed and operated to mitigate information security risks and threats to the company. Its intent is to safeguard the confidentiality, integrity and availability of our information and services. The GIS Program is designed to strengthen the integrity of the global markets we support, protect CME Group’s information assets, maintain client, third party and employee trust, support our pursuit of strategic objectives, contribute to shareholder value and preserve our reputation and brand. We implement technical, physical and administrative safeguards to protect the confidential and sensitive information of our clients, third parties, employees and other information under CME Group’s stewardship. We manage cybersecurity risk to the organization as part of our business strategy, risk management and financial functions in alignment with our overall Enterprise Risk Management Program and regularly engage with the risk committee of the board of directors and the board of directors as a whole regarding the effectiveness of the GIS Program and the management of our cybersecurity risks.
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Our GIS Program is led by the individual serving in the role of Chief Information Security Officer (CISO). Our former CISO transitioned to a new role at another company. We have appointed an interim CISO while we complete our search for a permanent replacement. Our interim CISO has over 25 years of technology experience and 22 years as a senior leader within CME Group's information security operations and incident response program. The CISO reports to our Chief Information Officer (CIO), a member of our Management Team. Our GIS team is comprised of over 250 full-time employees, many of whom hold cybersecurity, risk, or management certifications, such as Certified Information Systems Security Professional, Certified Information Security Manager, Certified in Risk and Information Systems Control, Series 99, Certified Information Systems Auditor, Project Management Professional, various cloud provider certifications and various levels of certifications demonstrating expertise in technology infrastructure. A s part of our GIS Program, CME Group operates a Cyber Defense Center that virtually links 24/7 to our international cybersecurity teams and serves as a global hub for cybersecurity risk management activities, including log collection, event monitoring, threat detection and incident response, resiliency, operations, vulnerability management and the proactive collection and processing of both open source and proprietary threat and intelligence feeds allowing the company to efficiently manage, investigate and respond to cybersecurity events. Our GIS team conducts analyses and aims to prevent, detect and respond to systemic events that might threaten our company, industry or the economy.
The GIS Program includes a Cyber Defense team, which manages the Incident Response Plan (Response Plan), and consists of subject matter experts from GIS and Information Governance, who work together to monitor and respond to cybersecurity incidents. The Response Plan outlines our cyber and incident response policies and governs our incident response lifecycle, which divides overall incident response into serial phases. The Crisis Management Team is responsible for oversight during an incident, in conjunction with the Cyber Coordination Team. The Cyber Coordination Team manages responses to cybersecurity and compliance incidents, collaborating with subject matter experts from various departments in response to specific incidents. When an incident reaches a certain threshold of severity, our CISO and CIO escalate the matter to our Chief Operating Officer, who is a member of our Management Team, to determine next steps, as well as possible customer and external communications. Throughout the incident response process, the Legal team is engaged, as appropriate, and helps consider whether disclosure is required once a determination is made in connection with the company’s leadership and the Crisis Management Team.
We identify, assess and manage material risks from cybersecurity threats through our GIS Program as follows:
• We deploy a defense-in-depth strategy, acknowledging the importance of people, processes and technology in upholding information security. The strategy incorporates multiple layers of controls, including, monitoring, vulnerability management, identity and access management and security assessments.
• Our program is aligned with the National Institute of Standards and Technology Cybersecurity Framework and other technical standards and frameworks.
• We have a robust cybersecurity defense response plan that provides a documented framework for handling security incidents and facilitates coordination across multiple parts of the company.
• We invest in threat intelligence and operate a Cyber Defense Center, which acts as our hub of information sharing and threat intelligence analysis.
• We incorporate external expertise and reviews into our cybersecurity risk management program and continue to engage leading professional consulting firms to assist our company in incorporating cybersecurity best practices.
• We provide annual cybersecurity awareness and ongoing phishing training, and we routinely conduct cybersecurity attack simulation exercises, which includes participation from various levels of management.
• Following a risk-based approach, we conduct due diligence reviews of our third-party service providers for potential cybersecurity risks to the company. We also maintain a cross-functional Third Party Risk Management program, which partners with our GIS, Information Governance, and Operational Resilience teams, among others, to manage and monitor third party risk presented by CME Group vendors and certain third parties of third parties (fourth parties). The teams conduct initial due diligence on vendors and monitor cyber-related incidents and known vulnerabilities with the goal of enhancing processes, improving risk management and partnering on exit planning and testing for certain vendors associated with essential functions.
• We have insurance against certain cybersecurity and privacy risks and attacks.
• We are an active participant in the financial services industry and government forums and information sharing programs, designed to improve both internal and sector cybersecurity defense. These valuable external partnerships are established and maintained in order to gain more timely, comprehensive and actionable threat information across geographies and industries and to facilitate the exchange of best practices and security techniques. They allow for a high degree of collaboration and cooperation with local, state, federal, and international law enforcement and intelligence agencies, industry groups, and other private sector chief information security officers.
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• We regularly test the design and effectiveness of our information security controls and processes through a program of testing performed by internal and independent third-party teams. Remediation of gaps and opportunities identified through testing are tracked through to closure. Testing activities support a variety of regulatory requirements and external industry certifications held by CME Group.
The board provides oversight of cybersecurity risks and has designated primary responsibility to the risk committee which oversees our information security programs, including cybersecurity, and is actively involved in monitoring the progress of key cybersecurity initiatives. Our board and risk committee receive regular updates on the activities and effectiveness of our GIS Program, including reports on incident response plan testing exercises and results of compliance testing and third-party evaluation results. Our CISO provides quarterly, or as needed, reports and updates to our board and risk committee on the company's cybersecurity risk management program and meets with the risk committee at least annually in a private session. The CISO has an indirect reporting line to the risk committee. We also engage with leading professional consulting firms to provide periodic updates to the board on cybersecurity-related risks in the evolving threat landscape and to provide education on best practices for board oversight of our GIS Program.
To date, the company is not aware of risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the company, including our business strategy, results of operations or financial condition.
See "Item 1A - Risk Factors" beginning on page 16 for additional information on cyber attacks and other cybersecurity risks the company faces.

ITEM 2.    PROPERTIES
Our corporate headquarters are located at 20 South Wacker Drive, Chicago, IL, where we lease approximate ly 500,000 square feet of general office space. This lease expires in 2032. Our European headquarters are located at the London Fruit & Wool Exchange at 1 Duval Square, London, where we lease approximate ly 120,000 square feet of general office space. This lease expires in 2038. 
We also lease our largest data center from CyrusOne in Aurora, IL. This lease expires in 2031.
In addition to the above properties, we have other offices and data centers in various locations around the globe. The company’s management believes that its properties are suitable for the purposes for which they are used and our current needs. Please see note 5. Property and note 11. Leases to the consolidated financial statements for more information.   

ITEM 3.    LEGAL PROCEEDINGS
See "Legal and Regulatory Matters" in note 12. Contingencies to the consolidated financial statements beginning on page 77 for CME Group’s legal proceedings disclosure, which is incorporated herein by reference.

ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable.

PART II  

ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Class A Common Stock
Our Class A common stock is currently listed on Nasdaq under the ticker symbol "CME." As of February 11, 2026, there were approximately 3,650 holders of record of our Class A common stock.
Class B Common Stock
Our Class B common stock is not listed on a national securities exchange or traded in an organized OTC market. Each class of our Class B common stock is associated with a membership in a specific division of our CME exchange. CME's rules provide exchange members with trading rights and the ability to use or lease these trading rights. Each share of our Class B common stock can be transferred only in connection with the transfer of the associated trading rights.
Class B shares and the associated trading rights are bought and sold or leased through our membership department. Although our Class B shareholders have special voting rights, because our Class B shares have the same equitable interest in our earnings and the same dividend payments as our Class A shares, we expect that the market price of our Class B common stock, if reported separately from the associated trading rights, would be primarily determined by the value of our Class A common stock . As of February 11, 2026, there were approximately 1,430 holders of record of our Class B common stock.

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Preferred Stock
In 2021, we issued and sold in a private placement approximately 4.6 million shares of Series G Non-Voting Convertible Preferred Stock. Series G Non-Voting Convertible Preferred Stock is not listed on a national securities exchange or traded in an organized OTC market. These shares are convertible to Class A common stock at the discretion of the holder at a specified conversion rate, which is initially 1:1. Series G Non-Voting Convertible Preferred Stock has the same equitable interest in our earnings and the same dividend payments per share as our Class A shares on an as converted basis. As of February 11, 2026, there was one holder of record of our Series G Non-Voting Convertible Preferred Stock.
PERFORMANCE GRAPH
The graph below compares the cumulative five-year total return on CME Group Inc.'s Class A common stock relative to the cumulative total returns of the S&P 500 index and a customized peer group of five companies that include: Cboe Global Markets Inc., Deutsche Boerse Ag, Intercontinental Exchange Inc., London Stock Exchange Group Plc and Nasdaq Inc. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock, in the peer group and the S&P 500 index on December 31, 2020 and its relative performance is tracked through December 31, 2025.

The stock price performance included in this graph is not necessarily indicative of future stock price performance.

2021 2022 2023 2024 2025
CME Group Inc. $ 129.46  $ 99.82  $ 131.06  $ 151.29  $ 181.29 
S&P 500 128.71  105.40  133.10  166.40  196.16 
Peer Group 119.73  103.97  126.59  152.01  164.59 

Unregistered Sales of Equity Securities
Not applicable.
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Issuer Purchases of Equity Securities

Period in 2025 Total Number
of Shares (or Units)
Purchased (1)
Average Price
Paid Per Share (or Unit)  Total Number of
Shares (or Units) Purchased as
Part of Publicly
Announced
Plans or Programs (1)
Maximum Number (or Approximate Dollar Value)
of Shares (or Units) that May Yet Be Purchased Under
the Plans or Programs (in millions) (1)

October 1 to October 31 —  $ —  —  $ 2,991.8 
November 1 to November 30 269,829  (2) 277.62  269,735  2,917.0 
December 1 to December 31 671,384  (3) 274.08  660,603  2,735.9 
Total 941,213  (4) 930,338 

 _______________
(1) CME Group maintains a share repurchase program under which CME Group is authorized to repurchase up to $3.0 billion of its outstanding Class A common stock, par value $0.01 per share (the common stock) as announced on December 5, 2024. The share repurchase program has no expiration date.
(2) Includes an aggregate of 94 shares of Class A common stock surrendered to satisfy employees' tax obligations upon the vesting of restricted stock.
(3) Includes an aggregate of 10,781 shares of Class A common stock surrendered to satisfy employees' tax obligations upon the vesting of restricted stock.
(4) Shares purchased included an aggregate o f 10,875 shares of Class A common stock surrendered to satisfy employee tax obligations upon the vesting of restricted stock.

ITEM 6.    [RESERVED]
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ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
INTRODUCTION
Management’s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows:
• Executive Summary : Includes an overview of our business; current economic, competitive and regulatory trends relevant to our business; our current business strategy; and our primary sources of operating and non-operating revenues and expenses.
• Critical Accounting Policies : Provides an explanation of accounting policies that may have a significant impact on our financial results and the estimates, assumptions and risks associated with those policies.
• Results of Operations : Includes an analysis of our 2025 financial results and a discussion of any known events or trends that are likely to impact future results.
• Liquidity and Capital Resources : Includes a discussion of our future cash requirements, capital resources, significant planned expenditures and financing arrangements.
References in this discussion and analysis to "we" and "our" are to CME Group Inc. (CME Group) and its consolidated subsidiaries, collectively. References to "exchange" are to Chicago Mercantile Exchange Inc. (CME), the Board of Trade of the City of Chicago, Inc. (CBOT), New York Mercantile Exchange, Inc. (NYMEX) and Commodity Exchange, Inc. (COMEX), collectively, unless otherwise noted.
EXECUTIVE SUMMARY
Business Overview
CME Group, a Delaware stock corporation, is the holding company for CME, CBOT, NYMEX, COMEX, NEX Group plc (NEX) and their respective subsidiaries. The holding company structure is designed to provide strategic and operational flexibility. CME Group's Class A common stock is listed on the Nasdaq Global Select Market (Nasdaq) under the ticker symbol "CME."
Our exchange consists of designated contract markets for the trading of futures and options contracts. We also clear futures, options and swaps contracts through our clearing house. Futures contracts, options contracts and swaps contracts provide investors with vehicles for protecting against, and potentially profiting from, price changes in financial instruments and physical commodities.
We are a global company with customer access available virtually all over the world. Our customers consist of professional traders, financial institutions, individual and institutional investors, major corporations, manufacturers, producers, governments and central banks. Customers include both members of the exchange and non-members.
We offer our customers the opportunity to trade futures contracts and options contracts on a range of products, including those based on interest rates, equity indexes, foreign exchange, energy, metals and agricultural commodities. Through our cash markets business, we offer fixed income trading through BrokerTec and foreign currency trading through EBS. Our products provide a means for hedging, speculating and allocating assets. We identify new products by monitoring economic trends and their impact on the risk management and speculative needs of our existing and prospective customers.
Most of our products are available for trading through our electronic trading platforms. These execution facilities offer our customers immediate trade execution and price transparency. In addition, trades can be executed through privately negotiated transactions that are cleared and settled through our clearing house.
Our clearing house clears, settles and guarantees futures and options contracts traded through our exchanges, in addition to cleared swaps products. Our clearing house's performance guarantee is an important function of our business. Because of this guarantee, our customers do not need to evaluate the credit of each potential counterparty or limit themselves to a selected set of counterparties. This flexibility increases the potential liquidity available for each trade. Additionally, the substitution of our clearing house as the counterparty to every transaction allows our customers to establish a position with one party and offset the position with another party. This contract offsetting process provides our customers with flexibility in establishing and adjusting positions and provides for collateral and margining efficiencies. Certain BrokerTec contracts are cleared at third-party clearing houses.
Business Trends
Economic Environment. Our customers continue to use our markets as an effective and transparent means to manage risk and meet their investment needs. Trading activity in our centralized markets has fluctuated due to the ongoing uncertainty in the financial markets, fluctuations in the availability of credit, variations in the amount of assets under management as well as the
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Federal Reserve Bank’s interest rate policy. We continue to maintain high quality and diverse products as well as various clearing and market data services, which support our customers in any economic environment.
Competitive Environment. Our industry is competitive and we continue to encounter competition in all aspects of our business. We expect competition to continue to intensify, especially in light of ongoing regulatory developments in the financial services industry. Competition is influenced by our brand and reputation; the efficiency and security of our clearing, settlement and support services; depth and liquidity of our markets; capital and margin efficiencies; diversity of product offerings, including frequency and quality of new product development and innovative services; our ability to position and expand upon existing products to address changing market needs; efficient and seamless customer experience; transparency, reliability, anonymity and security of transaction processing; the regulatory environment; connectivity, accessibility, flexibility in execution methods, and distribution; and technology capability and innovation, as well as overall transaction costs. We believe we are very well positioned with respect to these factors. Our asset classes contain products designed to address differing risk management needs, and customers are able to achieve operational and capital efficiencies by accessing our diverse products through our platforms and our clearing house. We compete in a large and expanding financial services trading, clearing and settlement marketplace globally. As markets continue to evolve, we will continue to adapt our trading technology and clearing services to meet the needs of our customers. The competitive environment to which we are subject is discussed in "Item 1 - Business" beginning o n page 10 .
Regulatory Environment. Our exchange-traded derivatives exchanges and other businesses are regulated and we serve a customer base that includes regulated institutions and individuals. Developments in the regulatory environment have the potential to significantly impact our business. Compliance with regulations may require us and our customers to dedicate significant financial and operational resources, which could advers ely affect our profitability. The regulatory environment to which we are subject is discussed in "Item 1 - Business" beginning on page 12 .
Business Strategy
Our strategy focuses on maximizing futures and options growth globally, diversifying our business and revenues and delivering unparalleled customer efficiencies and operational excellence, including through our partnership with Google Cloud. This strategy allows us to continue to develop into a more broadly diversified financial exchange that provides trading and clearing solutions across a wide range of products and asset classes. Our strategic initiatives are discussed in "Item 1 - Business" beginni ng on page 7 .
Revenues
Clearing and transaction fees. A majority of our revenue is derived from clearing and transaction fees, which include electronic trading fees, surcharges for privately negotiated transactions and other volume-related charges for exchange-traded and over-the-counter (OTC) contracts. Because clearing and transaction fees are assessed on a per-contract or notional value basis, revenues and profitability fluctuate with changes in contract volume. In addition to the business trends noted earlier, our contract volume, and consequently our revenues, tend to increase during periods of economic and geopolitical uncertainty as our customers seek to manage their exposure to, or speculate on, the market volatility resulting from that uncertainty.
While volume has the most significant impact on our clearing and transaction fees revenue, there are four other factors that also influence this source of revenue:
• rate structure;
• product mix;
• venue; and
• the percentage of trades executed by customers who are members compared with non-member customers.
Rate structure. Customers benefit from volume discounts and limits on fees as part of our effort to increase liquidity in certain products. We offer various incentive programs to promote trading and clearing in various products and geographic locations. We may periodically change fees, volume discounts, fee limits and member discounts, perhaps significantly, based on our review of operations and the business environment.
Product mix. We offer exchange-traded futures and options contracts as well as cleared-only interest rate swap contracts and event contracts. We also offer foreign exchange spot and forward contracts and fixed income products. Rates are varied by product in order to optimize revenue on existing products and to encourage contract volume upon introduction of new products.
Venue. Our exchange and platforms are an international marketplace that brings together buyers and sellers mainly through our electronic trading as well as through open outcry trading and privately negotiated transactions. Any customer who is guaranteed by a clearing firm and who agrees to be bound by our exchange rules is able to obtain direct access to our
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electronic platforms. Open outcry trading is conducted exclusively by our members, who may execute trades on behalf of customers or for themselves. Open outcry trading is limited to Secured Overnight Financing Rate (SOFR) options products.
Typically, customers submitting trades through our electronic platforms are charged fees for using the platforms in addition to the fees assessed on all transactions executed on our exchange. Customers entering into privately negotiated transactions also incur additional charges beyond the fees assessed on other transactions.
Member/non-member mix. Generally, member customers are charged lower fees than our non-member customers. Holding all other factors constant, revenue decreases if the percentage of trades executed by members increases, and increases if the percentage of non-member trades increases.
Clearing and transaction fees for cash markets business . Our cash markets business provides matching services whereby we match a buyer and seller of financial instruments to allow both parties to complete the trade bilaterally or through a third-party clearing house. We are not involved in the settlement of the contract but charge a transaction fee generally based on volume or notional value of the trade for providing the matching service. BrokerTec Americas also generates revenue from a matched principal business. This business serves as a fully matched counterparty to offsetting positions entered into by clients on our electronic trading platform to facilitate anonymity and access to clearing and settlement. Revenue is generated from this business generally on a transaction fee basis.
Other sources. Revenue is also derived from other sources, including market data and information services and other various services related to our exchange operations.
Market data and information services. We receive market data and information services revenue from the dissemination of our market data to subscribers. Subscribers can obtain access to our market data services either directly or through third-party distributors.
Our service offerings include access to real-time, delayed and end-of-day quotations, trade and summary market data for our products and other data sources. Users of our basic service receive real-time quotes and pay a flat monthly fee for each screen, or device, displaying our market data. Alternatively, customers can subscribe to market data provided on a limited group of products. The fee for this service is also a flat rate per month.
Pricing for our market data services is based on the value of the service provided and the price of comparable services offered by our competitors. Increases or decreases in our market data and information services revenue are influenced by changes in our price structure and incentive programs for existing market data offerings, introduction of new market data services and changes in the number of devices in use. General economic factors that affect the financial services industry, which constitutes our primary customer base, also influence revenue from our market data services.
Other revenues. Other revenue includes access and communication fees. Access and communication fees are connectivity fees charged to members and clearing firms that utilize our various telecommunications networks and communications services. Our communication services include our co-location program as well as the connectivity charges to customers of the CME Globex platform. Access fee revenue varies depending on the type of connection provided to customers.
Other revenues also include fees for collateral management, equity subscription fees and fees for trade order routing through agreements from various strategic relationships as well as other services to members and clearing firms.
Expenses
The majority of our expenses do not vary directly with changes in our contract volume. However, licensing and other fee agreements can vary directly with certain equity, energy and swap volumes.
Compensation and benefits. Compensation and benefits expense is our most significant expense and includes employee wages, bonuses, stock-based compensation, benefits and employer taxes. Changes in this expense are driven by fluctuations in the number of employees, increases in wages as a result of labor market conditions, changes in rates for employer taxes and other cost increases affecting benefit plans. In addition, this expense is affected by the composition of our workforce. The expense associated with our bonus and stock-based compensation plans can also have a significant impact on this expense category.
The bonus component of our compensation and benefits expense is based on our financial performance. Under the performance criteria of our annual incentive plans, the bonus funded under the plans is based on achieving certain financial performance targets established by the compensation committee of our board of directors. The compensation committee has discretion to make equitable adjustments to the cash earnings performance calculation to reflect effects of unplanned operating results or capital expenditures to meet intermediate- to long-term growth opportunities.
In general, stock-based compensation is a non-cash expense related to restricted stock and performance share grants. Stock-based compensation varies depending on the quantity and fair value of awards granted. The fair value of restricted stock awards
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and other performance share grants is based on either the share price on the date of the grant or a model of expected future stock prices.
Professional fees and outside services. This expense includes fees for consulting services received on strategic and technology initiatives; regulatory and other compliance matters; temporary labor as well as legal and accounting fees. This expense may fluctuate as a result of changes in services required to complete initiatives, handle legal proceedings and comply with regulatory and compliance requirements.
Depreciation and amortization. Depreciation and amortization expense results from the depreciation of long-lived assets such as buildings, leasehold improvements, furniture, fixtures and equipment. This expense also includes the amortization of purchased and internally developed software.
Amortization of purchased intangibles. Amortization of purchased intangibles includes amortization of intangible assets obtained in our acquisitions of CBOT Holdings, Inc., NYMEX Holdings, Inc. and NEX as well as other asset and business acquisitions. Intangible assets subject to amortization consist primarily of clearing firm, market data and other customer relationships.
Other expenses. We incur additional ongoing expenses for technology, licensing and other fee agreements and various other activities necessary to support our operations.
• Technology expense consists of costs related to maintenance of the hardware and software required to support our technology. It also includes costs for network connections for our electronic platforms and some market data customers; telecommunications costs of our exchange, and fees paid for access to external market data. This expense may be driven by system capacity, cloud consumption, functionality and redundancy requirements. It also may be impacted by growth in electronic contract volume and changes in the number of telecommunications hubs and connections which allow customers outside the U.S. to access our electronic platforms directly.
• Licensing and other fee agreements expense includes license fees paid as a result of contract volume in equity index products. This expense also includes royalty fees and broker rebates on energy and metals products, as well as revenue sharing on cleared swaps contracts and some new product launches. This expense fluctuates with changes in contract volumes as well as changes in fee structures.
• Other expenses include occupancy and building operations expenses including rent, maintenance, real estate taxes, utilities and other related costs related to leased property in Chicago, New York, the UK, and India, as well as other smaller locations throughout the world. Other expenses also include marketing and travel-related expenses as well as general and administrative costs. Marketing, advertising and public relations expense includes media, print and other advertising costs, as well as costs associated with our product promotion. Other expenses also include litigation and customer settlements, impairment charges on operating assets, gains and losses on disposals of certain operating assets, and foreign currency transaction gains and losses resulting from changes in exchange rates on certain foreign monetary assets and liabilities.
Non-Operating Income and Expenses
Income and expenses incurred through activities outside of our core operations are considered non-operating. These activities include non-core investing and financing activities.
• Investment income includes income from short-term investment of clearing firms' cash performance bonds and guaranty fund contributions as well as excess operating cash; interest income and realized gains and losses from our marketable securities; realized gains and losses and dividend income from our strategic equity investments, and gains and losses on trading securities in our non-qualified deferred compensation plans. Investment income is influenced by market interest rates, changes in the levels of cash performance bonds deposited by clearing firms, the amount of dividends distributed by our strategic investments and the availability of funds generated by operations.
• Interest and other borrowing costs expense includes charges associated with various short-term and long-term funding facilities, including commitment fees on lines of credit agreements.
• Equity in net earnings (losses) of unconsolidated subsidiaries includes income and losses from our investments in FanDuel Prediction Markets Holdings LLC, S&P Dow Jones Indices LLC, OSTTRA, Shanghai CFETS-NEX International Money Broking Co., Ltd. and Gulf Mercantile Exchange.
• Other income (expense) includes expenses related to the distribution of a portion of interest earned on performance bond collateral reinvestment to the clearing firms, gains and losses on derivative contracts and other various income and expenses outside our core operations.

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CRITICAL ACCOUNTING POLICIES
The notes to our consolidated financial statements include disclosure of our significant accounting policies. In establishing these policies within the framework of accounting principles generally accepted in the United States (U.S.), management must make certain assessments, estimates and choices that will result in the application of these principles in a manner that appropriately reflects our financial condition and results of operations. Critical accounting policies are those policies that we believe present the most complex or subjective measurements and have the most potential to affect our financial position and operating results. While all decisions regarding accounting policies are important, there are certain accounting policies that we consider to be critical. These critical policies, which are presented in detail below, relate to the valuation of financial instruments, goodwill and intangible assets, revenue recognition, income taxes and internal use software costs.
Valuation of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, or an exit price. We have categorized financial instruments measured at fair value into the following three-level fair value hierarchy based upon the level of judgment associated with the inputs used to measure the fair value:
• Level 1 inputs, which are considered the most reliable evidence of fair value, consist of quoted prices (unadjusted) for identical assets or liabilities in active markets.
• Level 2 inputs consist of observable market data, such as quoted prices for similar assets and liabilities in active markets, or inputs other than quoted prices that are directly observable.
• Level 3 inputs consist of unobservable inputs, which are derived and cannot be corroborated by market data or other entity-specific inputs.
For further discussion regarding the fair value of financial assets and liabilities, see note 2. Summary of Significant Accounting Policies and note 17. Fair Value Measurements to the consolidated financial statements.
Goodwill and intangible assets. We review goodwill for impairment on a quarterly basis and whenever events or circumstances indicate that its carrying value may not be recoverable. Goodwill may be tested quantitatively for impairment by comparing the carrying value of a reporting unit to its estimated fair value. Estimating the fair value of a reporting unit involves the use of valuation techniques that rely on significant estimates and assumptions. These estimates and assumptions may include forecasted revenue growth rates; forecasted operating margins; risk-adjusted discount rates; forecasted economic and market conditions; and industry multiples. We base our fair value estimates on assumptions we believe to be reasonable given the information that is available to us at the time of our assessment; however, actual future results may differ significantly from those estimates. Under certain favorable circumstances, goodwill may be reviewed qualitatively for indications of impairment without utilizing valuation techniques to estimate fair value. The qualitative assessment of goodwill may rely on significant assumptions about forecasts of revenue growth, operating margins and economic conditions as well as overall market and industry-specific trends. In addition, the carrying value of goodwill, as denominated in foreign currencies, is adjusted each reporting period as a result of movements in foreign currency exchange rates relative to the U.S. dollar. Such foreign currency translation adjustments are recorded in accumulated other comprehensive income (loss) within shareholders' equity.
We also review indefinite-lived intangible assets on a quarterly basis or more frequently when events and circumstances indicate that their carrying values may not be recoverable. Indefinite-lived intangible assets may be tested quantitatively for impairment by comparing their carrying values to their estimated fair values. Estimating the fair value of indefinite-lived intangible assets involves the use of valuation techniques that rely on significant estimates and assumptions. These estimates and assumptions may include forecasted revenue growth rates, forecasted allocations of expense and risk-adjusted discount rates. We base our fair value estimates on assumptions we believe to be reasonable given the information that is available to us at the time of our assessment; however, actual future results may differ significantly from those estimates. Similar to goodwill, under certain favorable circumstances, indefinite-lived intangible assets may be reviewed qualitatively for indications of impairment without utilizing valuation techniques to estimate fair value. The qualitative assessment of indefinite-lived intangible assets may rely on significant assumptions about forecasts of revenue growth, operating margins and economic conditions as well as overall market and industry-specific trends.
Intangible assets subject to amortization are also assessed for impairment on a quarterly basis or more frequently when indicated by a change in economic or operational circumstances. The impairment assessment of these assets requires management to first compare the carrying value of the amortizing asset to its undiscounted net cash flows. If the carrying value exceeds the undiscounted net cash flows, management is then required to estimate the fair value of the assets and record an impairment loss for the excess of the carrying value over the fair value. In connection with this impairment assessment, management also challenges the useful lives of our definite-lived intangible assets.
Revenue recognition. A significant portion of our revenue is derived from the clearing and transaction fees we assess on each contract executed through our trading venues and cleared through our clearing house. Clearing and transaction fees are recognized as revenue when a buy and sell order are matched, novated and when the trade is cleared. On occasion, the
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customer's exchange trading privileges may not be properly entered by the clearing firm and incorrect fees are charged for the transactions in the affected accounts. When this information is corrected within the time period allowed by the exchange, a fee adjustment is provided to the clearing firm. We also earn revenue from the dissemination of market data to subscribers, distributors, and other third-party licensees of market data. Market data and information services fee revenue is generally recognized on a monthly basis as the customers receive and consume the benefit of the market data services.
Income taxes. Calculation of the income tax provision includes an estimate of the income taxes that will be paid for the current year, as well as an estimate of income tax liabilities or benefits deferred into future years. Deferred tax assets are reviewed to determine if they will be realized in future periods. To the extent it is determined that some deferred tax assets may not be fully realized, the assets are reduced to their realizable value by a valuation allowance. The calculation of our tax provision involves uncertainty in the application of complex tax regulations and we occasionally may consult with relevant tax authorities or engage third-party expertise where appropriate. We recognize potential liabilities for anticipated tax audit issues in the U.S. and other applicable foreign tax jurisdictions using a more-likely-than-not recognition threshold based on the technical merits of the tax position taken or expected to be taken. If the actual obligation of these amounts varies from our estimate, our income tax provision would be reduced or increased at the time that determination is made. This determination may not be known for several years. Past tax audits have not resulted in tax adjustments that led to a material change to the income tax provision in the year the audit was completed. The effective tax rate, defined as the income tax provision as a percentage of income before income taxes, will vary from year to year based on changes in tax jurisdictions, tax rates and regulations. In addition, the effective tax rate will vary with changes to income that are not subject to income tax and changes in expenses or losses that are not deductible, such as the utilization of foreign net operating losses.
Internal use software costs. Certain internal and external costs that are incurred in connection with developing or obtaining software for internal use are capitalized. We also enter into software hosting arrangements for software projects maintained or developed in the cloud. Software development costs incurred during the planning or maintenance stages of a software project are expensed as incurred, while certain costs incurred during the application development stage are capitalized and are amortized over the estimated useful life of the software, which is generally two to four years, but up to eight years for certain trading and clearing applications. Amortization of capitalized costs begins only when the software becomes ready for its intended use. In addition, software assets are assessed for impairment when events or circumstances indicate that the carrying values may not be recoverable or that a reduction in the estimated useful lives is warranted.

RESULTS OF OPERATIONS

Financial Highlights
The following summarizes significant changes in our financial performance for the years presented. For a comparison of our results of operations for the fiscal years ended December 31, 2024 to December 31, 2023, see "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025.

      Year-over-Year Change
(dollars in millions, except per share data) 2025 2024 2025-2024
Total revenues $ 6,520.6  $ 6,130.1  6  %
Total expenses 2,291.1  2,198.6  4 
Operating margin 64.9  % 64.1  %
Non-operating income (expense) $ 1,101.0  $ 609.9  81 
Effective tax expense rate 23.6  % 22.4  %
Net income attributable to CME Group $ 4,072.2  $ 3,525.8  15 
Diluted earnings per common share attributable to CME Group 11.16  9.67  15 
Cash flows from operating activities 4,277.1  3,690.5  16 

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Revenues

      Year-over-Year Change
(dollars in millions) 2025 2024 2025-2024
Clearing and transaction fees $ 5,281.1  $ 4,988.2  6  %
Market data and information services 803.1  710.2  13 
Other 436.4  431.7  1 
Total Revenues $ 6,520.6  $ 6,130.1  6 

Clearing and Transaction Fees
Futures and Options
The following table summarizes our total contract volume, revenue and average rate per contract for futures and options. Total contract volume includes contracts that are traded on our exchange and cleared through our clearing house and certain cleared-only contracts. Volume is measured in round turns, which is considered a completed transaction that involves a purchase and an offsetting sale of a contract. Average rate per contract is determined by dividing total clearing and transaction fees by total contract volume. Contract volume and average rate per contract disclosures below exclude trading volume for event contracts, the cash markets business as well as interest rate swaps.

      Year-over-Year Change
   
2025 2024 2025-2024
Total contract volume (in millions) 7,060.4  6,685.0  6  %
Clearing and transaction fees (in millions) $ 4,913.0  $ 4,623.3  6 
Average rate per contract 0.696  0.692  1 

We estimate the following net increase in clearing and transaction fees based on a change in total contract volume and a change in average rate per contract during 2025 compared with 2024.

  Year-over-Year Change
(in millions) 2025-2024
Increase due to change in total contract volume $ 261.2 
Increase due to change in average rate per contract 28.5 
Net increase in clearing and transaction fees $ 289.7 

Average rate per contract is impacted by our rate structure, including volume-based incentives, product mix, trading venue and the percentage of volume executed by customers who are members compared with non-member customers. Due to the relationship between average rate per contract and contract volume, the change in clearing and transaction fees attributable to changes in each is only an approximation.

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Contract Volume
The following table summarizes average daily contract volume. Contract volume can be influenced by many factors, including political and economic factors, the regulatory environment and market competition.

      Year-over-Year Change
(amounts in thousands) 2025 2024 2025-2024
Average Daily Volume by Product Line:
Interest rates 14,203 13,716 4  %
Equity indexes 7,410 6,847 8 
Foreign exchange 980 1,030 (5)
Energy 2,695 2,488 8 
Agricultural commodities 1,853 1,711 8 
Metals 988 736 34 

Aggregate average daily volume 28,129 26,528 6 

Average Daily Volume by Venue:
CME Globex 26,163 24,510 7 
Open outcry 920 1,023 (10)
Privately negotiated 1,046 995 5 

Aggregate average daily volume 28,129 26,528 6 
Electronic Volume as a Percentage of Total Volume 93  % 92  %

Market volatility remained high throughout most of 2025. Interest rate and equity index volatility was higher as a result of mixed inflation levels, the threat of anticipated and implemented tariffs, and market uncertainty surrounding the Federal Reserve’s interest rate policy decisions. The Federal Open Markets Committee (FOMC) cut the federal funds rate multiple times throughout 2025 and issued cautious guidance for the future. In addition, market uncertainty also remained high within the energy, agricultural commodities, and metals markets throughout 2025. This was mainly due to new and existing geopolitical tensions, the anticipation and implementation of tariffs, and uncertain weather conditions in 2025. Finally, we also continued to expand product offerings across many of our asset classes which contributed to volume and sales growth across the globe. We believe these factors contributed to the increase in total volume in 2025 compared with 2024.
Interest Rate Products
The following table summarizes average daily contract volume for our key interest rate products.

      Year-over-Year Change
(amounts in thousands) 2025 2024 2025-2024
SOFR futures and options:
Futures expiring within two years 2,888 2,654 9 
Options 1,441 1,580 (9)
Futures expiring beyond two years 1,053 957 10 
U.S. Treasury futures and options:
10-Year
3,224 3,248 (1)
5-Year
2,055 1,977 4 
2-Year
1,107 1,044 6 
Treasury Bond
749 714 5 
Ultra T-Note 718 668 7 
Ultra T-Bond 430 415 4 
Federal Funds futures and options 495 414 20 

In 2025 compared with 2024, overall interest rate contract volume increased as a result of higher overall market volatility. We believe this was a result of mixed inflation results that occurred throughout the year, as well as uncertainty surrounding the Federal Reserve's interest rate policy decisions. In addition, new and existing geopolitical tensions as well as the potential economic impacts of anticipated and implemented tariffs also led to higher overall interest rate contract volume in 2025.
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Equity Index and Cryptocurrency Products
The following table summarizes average daily contract volume for our key equity index products.

      Year-over-Year Change
(amounts in thousands) 2025 2024 2025-2024
E-mini S&P 500 futures and options 4,119 4,016 3  %
E-mini Nasdaq 100 futures and options
2,335 2,065 13 
E-mini Russell 2000 futures and options 303 308 (2)
E-mini Dow futures and options 226 240 (6)
Ether futures and options 168 49 n.m.
Bitcoin futures and options 101 68 48 

Equity index contract volume increased in 2025 compared with 2024, as a result of higher overall volatility. We believe this higher volatility was due to the potential economic impacts of anticipated and implemented tariffs that occurred in the first half of 2025 as well as new and existing geopolitical tensions that occurred throughout the year. We also believe that higher volatility within the technology sector as a result of continued market speculation about artificial intelligence initiatives also contributed to higher Nasdaq-100 contract volume.
Our cryptocurrency contract volume was higher in 2025 when compared to 2024, as a result of the continued broader acceptance of cryptocurrency products.
We believe these factors led to the overall increase in equity complex volume in 2025 when compared with 2024.
Foreign Exchange Products
The following table summarizes average daily contract volume for our key foreign exchange products.

      Year-over-Year Change
(amounts in thousands) 2025 2024 2025-2024
Euro 253 258 (2) %
Japanese yen 185 192 (3)
British pound 107 120 (11)
Australian dollar 103 114 (10)

Canadian dollar 91 104 (13)

Overall foreign exchange contract volume decreased in 2025 when compared with 2024, which we believe is due to lower overall volatility. We believe this was the result of less variability surrounding the global central bank's interest rate policies, which has led to overall decreases in foreign exchange contract volumes.
Energy Products
The following table summarizes average daily volume for our key energy products.

      Year-over-Year Change
(amounts in thousands) 2025 2024 2025-2024
WTI crude oil 1,186 1,167 2  %
Natural gas 916 811 13 
Refined products 396 375 6 
Brent crude oil 173 109 59 

Overall energy contract volume increased in 2025 when compared with 2024, due to higher overall volatility. We believe crude oil volatility was higher as a result of geopolitical tensions across the globe, a shift in global supply levels, and the potential economic impacts of anticipated and implemented tariffs. Natural gas volatility remained high as a result of uncertain weather conditions and a shift in supplies in the U.S. in 2025, which impacted prices throughout the year. We believe these factors contributed to higher overall energy volume in 2025 compared with 2024.

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Agricultural Commodity Products
The following table summarizes average daily volume for our key agricultural commodity products.

      Year-over-Year Change
(amounts in thousands) 2025 2024 2025-2024
Corn 557 511 9  %
Soybean 387 367 5 
Wheat 240 228 5 

In 2025 when compared with 2024, overall commodity contract volume increased due to higher overall market volatility. We believe the increase was a result of uncertainty surrounding the potential economic impacts of anticipated and implemented tariffs as they relate to the commodities market. In addition, changes in market expectations regarding grain supplies as well as uncertain weather conditions in 2025 also led to an increase in volume.
Metal Pr oducts
The following table summarizes average daily volume for our key metal products.

Year-over-Year Change
(amounts in thousands) 2025 2024 2025-2024
Gold 683 431 58  %
Silver 153 123 24 
Copper 96 133 (28)

Overall metal contract volume increased in 2025 when compared with 2024. We believe gold and silver volumes increased as a result of increased price volatility caused by investors using these metals as a safe-haven alternative investment due to uncertainty in other markets. In addition, the increase in volume was due to additional use of our metal products by our retail client base. The decrease in copper volume is due to reductions in demand for the metal due to economic instability as well as the continued tariff risk associated with copper. We believe these factors contributed to higher overall metals volume in 2025 when compared with 2024.
Average Rate per Contract
The average rate per contract increased slightly in 2025 when compared with 2024. The overall increase is primarily due to the increase in our fee structure, which went into effect on February 1, 2025. The increase is also due to a change in product mix. Interest rate contract volume decreased by 1 percentage point as a percent of total volume, while all other products collectively increased by 1 percentage point. The increase was partially offset by higher volume tier-based incentives.
Cash Markets Business
Total clearing and transaction fees revenue in 2025 include d $283.7 million of t ransaction fees attributable to the cash markets business, compared with $276.7 million in 2024. This revenue primarily includes transaction fees from BrokerTecs's fixed income volume and EBS foreign exchange volume.

Year-over-Year Change
(amounts in millions) 2025 2024 2025-2024
BrokerTec fixed income transaction fees $ 151.1  $ 145.1  4  %
EBS foreign exchange transaction fees 132.6  131.6  1 

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The related average daily notional value for the years ended 2025 and 2024 for key cash markets products were as follows:

Year-over-Year Change
(amounts in billions) 2025 2024 2025-2024
U.S. Repos $ 365.7  $ 301.6  21  %
European Repo (in euros) 307.8  290.1  6 
U.S. Treasury 96.6  101.9  (5)
Spot FX 63.8  59.5  7 

Overall average daily notional values for the cash markets business were higher in 2025 when compared with the same period in 2024 due to higher overall U.S. debt issuances. U.S. debt issuances were significantly higher in 2025 as a result of the increase of the debt ceiling in early 2025, which resulted in an increase in U.S. Repo volumes. Volume for the U.S. Treasury cash markets products declined slightly due to lower expected future volatility within the Treasury market.
Concentration of Revenue
We bill a significant portion of our clearing and transaction fees to our clearing firms. The majority of clearing and transaction fees received from clearing firms represent charges for trades executed and cleared on behalf of their customers. One clearing firm represented 12% of our clearing and transaction fees in 2025. Should a clearing firm withdraw, we believe that the customer portion of the firm's trad ing activity would likely transfer to another clearing firm of the exchange. Therefore, we do not believe we are exposed to significant risk from an ongoing loss of revenue received from or through a particular clearing firm.
Other Sources of Revenue
Market data and information services. In 2025 when compared with 2024, the increase in market data and information services revenue was largely attributable to price increases for certain products as well as an increase in usage for certain products.
Approximately 30% of our market data and information services revenue in 2025 was earned from the two largest resellers of our market data. Despite this concentration, we consider exposure to significant risk of revenue loss to be minimal. In the event that one of these vendors no longer distributes our market data, we believe the majority of that vendor's customers would likely subscribe to our market data through another reseller. Additionally, several of our largest institutional customers that utilize services from our two largest resellers report usage and remit payment of their fees directly to us.

Expenses

      Year-over-Year Change
(dollars in millions) 2025 2024 2025-2024
Compensation and benefits $ 907.0  $ 850.3  7  %
Technology 283.2  255.8  11 
Professional fees and outside services 150.5  132.7  13 
Amortization of purchased intangibles 223.4  221.7  1 
Depreciation and amortization 107.5  115.1  (7)
Licensing and other fee agreements 371.0  355.4  4 
Other 248.5  267.6  (7)
Total Expenses $ 2,291.1  $ 2,198.6  4 

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2025 Compared With 2024
Operating expenses increased by $92.5 million in 2025 when compared with 2024. The following table shows the estimated impact of key factors resulting in the net increase in operating expenses.

(dollars in millions) Year-
over-Year
Change Change as a
Percentage of
2024 Expenses
Salaries, benefits and employer taxes $ 41.6  2  %
Technology support services 27.5  1 
OSTTRA sale professional fees 22.1  1 
License fees 17.2  1 
Legal fees 15.0  1 
Google Cloud professional fees (13.4) (1)
Occupancy and building operations (16.2) (1)
Other expenses, net (1.3) — 
Total $ 92.5  4  %

Overall operating expenses increased in 2025 when compared with 2024 due to the following reasons:
• Salaries, benefits and employer taxes expense was higher as a result of salary increases that went into effect during the first quarter of 2025 as well as an increase in headcount during the year, which was primarily attributable to additional headcount in the company's international locations.
• The increase in expense related to technology support services was primarily driven by higher third party services license fees and software license fees to support the ongoing Google Cloud transformation project.
• Professional fees expense increased due to transaction-related costs including banking and legal fees resulting from the sale of the OSTTRA joint venture in the fourth quarter of 2025.
• License fees expense was higher primarily due to an increase in volume for certain equity products as well as the addition of multiple new products during 2025.
• Legal fees were higher primarily due to the class action lawsuit litigation in the second and third quarter of 2025.
Decreases in operating expenses in 2025 when compared with 2024 were due to the following reasons:
• The decrease in professional fees related to the Google Cloud transformation project, which began in late 2021, was the result of a shift in need from an overall project consulting focus to a technology migration focus.
• Occupancy and building operations expense primarily decreased due to gains recognized in 2025 due to a reduction in our leased office space as well as lower rent and data center occupancy costs.

Non-Operating Income (Expense)
      Year-over-Year Change
(dollars in millions) 2025 2024 2025-2024
Investment income $ 5,736.5  $ 4,079.1  41  %
Interest and other borrowing costs (173.4) (160.9) 8 
Equity in net earnings (losses) of unconsolidated subsidiaries 371.7  350.9  6 
Other non-operating income (expense) (4,833.8) (3,659.2) 32 
Total Non-Operating $ 1,101.0  $ 609.9  81 

Investment income . In 2025 when compared with 2024, there was an increase in earnings from reinvested cash performance bond and guaranty fund contributions due to higher average reinvestment balances. In 2025 and 2024, earnings from cash performance bond and guaranty fund contributions we re $5,253.6 million and $3,943.8 million, respectively. In addition, there was an increase in net realized and unrealized gains on investments, including the $306.1 million gain on the sale of the OSTTRA joint venture.
Equity in net earnings (losses) of unconsolidated subsidiaries. Higher income generated from our S&P/DJI and OSTTRA business ventures contributed to an increase in equity in net earnings of unconsolidated subsidiaries in 2025 when compared with 2024.
Other income (expense). In 2025 when compared with 2024, we recognized higher expense related to the distribution of interest earned on performance bond collateral reinvestments to the clearing firms as a result of higher average reinvestment balances.
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In 2025 and 2024, expenses related to the distribution of interest earned on collateral reinvestments were $4,842.5 million and $3,669.4 million, respectively.

Income Tax Provision
The following table summarizes the effective tax rate for the periods presented:

  2025 2024

Year ended December 31 23.6  % 22.4  %

The overall effective tax rate increased in 2025 when compared with the same period in 2024. The increase is largely due to changes in our state and local apportionment factors including remeasurement of our deferred taxes during the year.

LIQUIDITY AND CAPITAL RESOURCES

Cash Requirements
We have historically met our funding requirements with cash generated by our ongoing operations. However, we have used our commercial paper program from time to time to fund large short-term funding needs. While our cost structure is generally fixed in the short term, our sources of operating cash are largely dependent on contract trading volume levels. In addition to using our existing cash, cash equivalents, marketable securities and cash generated from operations, we may continue to utilize our commercial paper program to meet our working capital needs, capital expenditures and other commitments. It is also possible that we may need to raise additional funds to finance our activities through future public debt offerings or by direct borrowings from financial institutions through our committed revolving credit facilities.
Cash will also be required for non-cancellable purchase obligations as at December 31, 2025. Commitments include material contractual purchase obligations that are non-cancellable. Purchase obligations relate to advertising, licensing, hardware, software and maintenance as well as telecommunication services. Aside from the table below, we have certain other arrangements that have a perpetual term for which we pay a minimum of $5.0 million per year. At December 31, 2025, future minimum payments due under purchase obligations were payable as follows (in millions):

Year  
2026 $ 190.7 
2027-2028 450.7 
2029-2030 437.8 
Thereafter 524.0 
Total $ 1,603.2 

Future capital expenditures for technology are anticipated as we continue to support our growth through increased system capacity, performance improvements, integration of acquired platforms and improvements to some of our office spaces. Each year, capital expenditures are incurred for improvements to and modification of our offices, remote data centers, telecommunications network and other operating equipment. In 2026, we expect capital expenditures to total approximately $85.0 million, n et of any leasehold improvement allowances. We continue to monitor our capital needs and may revise our forecasted expenditures as necessary in the future.
We intend to continue to pay a regular quarterly dividend to our shareholders, with a target of between 50% to 60% of the prior year's cash earnings. The decision to pay a dividend and the amount of the dividend, however, remains within the discretion of our board of directors and may be affected by various factors, including our earnings, financial condition, capital requirements, levels of indebtedness and other considerations our board of directors deems relevant. We are also required to comply with restrictions contained in the general corporation laws of our state of incorporation, which could limit our ability to declare and pay dividends. On February 12, 2026, the company declared a regular quarterly dividend of $1.30 per share for all outstanding common and preferred shares. The dividend will be payable on March 26, 2026 to shareholders of record on March 10, 2026. Assuming no changes in the number of shares outstanding, the first quarter dividend payment will total approximately $467.3 million. The board of directors also declared an additional, annual variable dividend of $6.15 per share on February 12, 2026 to be paid on March 26, 2026 to the shareholders of record on March 10, 2026. In g eneral, the amount of the annual variable dividend will be determined based on prior year's performance and our expected cash needs, and the level will increase or decrease from year to year based on operating results, capital expenditures, potential merger and acquisition activity and other forms of capital return, including regular dividends and share buybacks during the prior year.

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Sources and Uses of Cash
The following is a summary of cash flows from operating, investing and financing activities.

      Year-over-Year Change
(dollars in millions) 2025 2024 2025-2024
Net cash provided by operating activities $ 4,277.1  $ 3,690.5  16  %
Net cash provided by (used in) investing activities 1,498.8  (82.6) n.m.
Net cash provided by financing activities 56,509.5  5,076.5  n.m.
_________
n.m. not meaningful
Operating activities
Net cash provided by operating activities was higher in 2025 compared with 2024, largely due to an increase in revenue resulting from fee increases, an increase in overall volumes and higher interest earned on reinvestment of collateral, net of distributions.
Investing activities
The increase in cash provided by investing activities in 2025 compared with 2024 was due to higher proceeds on sales of investments in 2025 compared to 2024.
Financing activities
Cash provided by financing activities was higher in 2025 when compared with 2024 mainly due to an increase in cash performance bonds and guaranty fund contributions. This was partially offset by an increase in dividends paid in 2025.

Debt Instruments
The following table summarizes our debt outstanding as of December 31, 2025:

(in millions) Par Value
Fixed rate notes due June 2028, stated rate of 3.75% $ 500.0 
Fixed rate notes due March 2030, stated rate of 4.40% 750.0 
Fixed rate notes due March 2032, stated rate of 2.65% 750.0 
Fixed rate notes due September 2043, stated rate of 5.30% (1)
750.0 
Fixed rate notes due June 2048, stated rate of 4.15% 700.0 

 _______________
(1) We maintained a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable effectively became fixed at a rate of 4.73%.
We maintain a $2.3 billion multi-currency revolving senior credit facility with various financial institutions, which matures in April 2030. The proceeds from this facility can be used for general corporate purposes, which includes providing liquidity for our clearing house in certain circumstances at CME Group's discretion and, if necessary, for maturities of commercial paper. As long as we are not in default under this facility, we have the option to increase it up to $3.3 billion with the consent of the agent and lenders providing the additional funds. This facility is voluntarily pre-payable from time to time without premium or penalty. Under this facility, we are required to remain in compliance with a consolidated net worth test, which is defined as our consolidated shareholders' equity at December 31, 2024, giving effect to share repurchases made and special dividends paid during the term of the agreement (and in no event greater than $2.0 billion in aggregate), multiplied by 0.65. We currently do not have any borrowings outstanding under this facility, but any commercial paper balance if or when outstanding can be backstopped against this facility.
We maintain a 364-day multi-currency revolving secured credit facility with a consortium of domestic and international banks to be used in certain situations by the clearing house. The facility provides for borrowings of up to $7.0 billion. We may use the proceeds to provide temporary liquidity in the unlikely event a clearing firm fails to promptly discharge an obligation to the clearing house operated by CME, in the event of a liquidity constraint or default by a depositary (custodian for our collateral), in the event of a temporary disruption with the domestic payments system that would delay payment of settlement variation between us and our clearing firms, or in other cases as provided by the CME rulebook. Clearing firm guaranty fund contributions received in the form of cash or U.S. Treasury securities as well as the performance bond assets (pursuant to the CME rulebook) can be used to collateralize the facility. At December 31, 2025, guaranty fund contributions available to
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collateralize the facility totaled $10.7 billion. We have the option to increase the line from $7.0 billion to $10.0 billion with the consent of the agent and lenders providing the additional funds. Our 364-day facility contains a requirement that CME remain in compliance with a consolidated tangible net worth test, defined as CME’s consolidated shareholder’s equity less intangible assets (as defined in the agreement), of not less than $800.0 million. We currently do not have any borrowings outstanding under this facility..
The indentures governing our fixed rate notes, our $2.3 billion multi-currency revolving senior credit facility and our 364-day multi-currency revolving secured credit facility for $7.0 billion do not contain specific covenants that restrict the ability to pay dividends. These documents, however, do contain other customary financial and operating covenants that place restrictions on the operations of the company that could indirectly affect the ability to pay dividends.
At December 31, 2025, we have excess borrowing capacity for general corporate purposes of approximatel y $2.3 billion under our multi-currency revolving senior credit facility.
We maintain committed repurchase facility agreements amounting to a total of $1.0 billion. The committed repurchase facilities provide access to cash, secured by non-cash collateral, in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house. The facilities are subject to annual renewal. We currently do not have any borrowings outstanding under these facilities.
We maintain a committed facility of up to $750.0 million for foreign currency conversions. The committed foreign currency facility allows the clearing house to convert cash to another currency within generally accepted local market timeframes in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house. The facility is subject to annual renewal. We currently do not have any foreign currency trades outstanding under this facility.
At December 31, 2025, we were in compliance with the various covenant requirements of all our debt facilities.
CME Group, as a holding company, has no operations of its own. Instead, it relies on dividends declared and paid to it by its subsidiaries in order to provide the funds that it uses to pay dividends to its shareholders.
To satisfy our performance bond obligation with Singapore Exchange Limited, we may pledge irrevocable standby letters of credit. At December 31, 2025, the letters of credit totaled $400.0 million. We also maintain a $350.0 million line of credit to meet our obligations under this agreement.
The following table summarizes our credit ratings as of December 31, 2025:

Rating Agency Short-Term
Debt Rating Long-Term
Debt Rating Outlook
Standard & Poor’s A1+ AA- Stable
Moody’s Investors Service P1 Aa3 Stable

Given our cash flow generation, our ability to pay down debt levels and our ability to refinance existing debt facilities, if necessary, we expect to maintain an investment grade rating. If our ratings are downgraded below investment grade within certain specified time periods due to a change of control, we are required to make an offer to repurchase our fixed rate notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest. No report of any rating agency is incorporated by reference herein.

Liquidity and Cash Management
Cash and cash equivalents, excluding restricted cash and restricted cash equivalents, totaled $4.4 billion and $2.9 billion at December 31, 2025 and December 31, 2024, respectively. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our corporate investment policy and alternative investment choices. A majority of our cash and cash equivalents balance is invested in money market mutual funds that invest only in U.S. Treasury securities, U.S. government agency securities and U.S. Treasury security reverse repurchase agreements and short-term bank deposits. Our exposure to credit and liquidity risk is minimal given the nature of the investments. Cash that is not available for general corporate purposes because of regulatory requirements or other restrictions is classified as restricted cash and is included in other current assets or other assets in the consolidated balance sheets. Cash performance bonds and guarantee fund contribution assets are deemed to be restricted cash and restricted cash equivalents.
We maintain a shar e repurchase program under which we are authorized to repurchase up to $3.0 billion of our outstanding Class A common stock, par value $0.01 per share (the common stock), from time to time through open market transactions, block trades, privately negotiated purchase transactions or other purchase techniques and may include purchases effected pursuant to one or more trading plans established pursuant to Rule 10b5-1 under the Exchange Act. The timing of any repurchases and the number of shares repurchased under the share repurchase program are within our discretion and may be affected by various factors, including general market and economic conditions; the market price of the common stock; CME Group’s earnings, financial condition, capital requirements and levels of indebtedness; legal requirements; and other
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considerations. The share repurchase program has no expiration date, does not obligate us to acquire any particular amount of common stock and may be modified, suspended or terminated at any time. As of December 31, 2025, the maximum remaining value of shares to be repurchased was $2.7 billion.
Our practice is to have our pension plan 100% funded at each year end on a projected benefit obligation basis, while also satisfying any minimum required contribution and obtaining the maximum tax de duction. Base d on our actuarial projections, we estimate that a $10.1 million additional contribution will be necessary in 2026 to meet our funding goal. However, the amount of the actual contribution is contingent on various factors, including the actual rate of return on our plan assets during 2026 and the December 31, 2026 discount rate.

Regulatory Requirements
CME is regulated by the CFTC as a derivatives clearing organization (DCO). DCOs are required to maintain capital, as defined by the CFTC, in an amount at least equal to one year of projected operating expenses as well as cash, liquid securities, or a line of credit at least equal to six months of projected operating expenses. CME was designated by the Financial Stability Oversight Council as a systemically important financial market utility under Title VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As a result, CME must comply with CFTC regulations applicable to a systemically important DCO for financial resources and liquidity resources. CME is in compliance with all DCO financial requirements.
CME, CBOT, NYMEX and COMEX are regulated by the CFTC as designated contract markets (DCM). DCMs are required to maintain capital, as defined by the CFTC, in an amount at least equal to one year of projected operating expenses as well as cash, liquid securities or a line of credit at least equal to six months of projected operating expenses. Our DCMs are in compliance with all DCM financial requirements.
BrokerTec Americas LLC is required to maintain sufficient net capital under the Securities Exchange Act of 1934, as amended (Exchange Act), Rule 15c3-1 (the Net Capital Rule). The Net Capital Rule focuses on liquidity and is designed to protect securities customers, counterparties, and creditors by requiring that broker-dealers have sufficient liquid resources on hand at all times to satisfy claims promptly. Rule 15c3-3, or the customer protection rule, which complements Rule 15c3-1, is designed to ensure that customer property (securities and funds) in the custody of broker-dealers is adequately safeguarded. By law, both of these rules apply to the activities of registered broker-dealers, but not to unregistered affiliates. The firm began operating as a (k)(2)(i) broker-dealer in November 2017 following notification to the Financial Industry Regulatory Authority and the SEC. A company operating under the (k)(2)(i) exemption is not required to lock up customer funds as would otherwise be required under Exchange Act Rule 15c3-3.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are subject to various market risks, including those caused by changes in interest rates, credit and foreign currency exchange rates.
Interest Rate Risk
Debt outstanding at December 31, 2025 consisted of fixed-rate borrowings of $3.4 billion. Changes in interest rates impact the fair values of fixed-rate debt, but do not impact earnings or cash flows. We did not have any variable-rate borrowings at December 31, 2025.
Credit Risk
CME Clearing House
Our clearing house acts as the counterparty to all trades consummated on our exchange as well as through a third-party exchange and swaps markets for which we provide clearing services. As a result, we are exposed to significant credit risk of third parties, including clearing firms. We are also exposed, indirectly, to the credit risk of customers of our clearing firms. These parties may default on their obligations due to bankruptcy, lack of liquidity, operational failure or other reasons.
In order to ensure performance, we establish and monitor financial requirements for our clearing firms. We set minimum performance bond requirements for exchange-traded and interest rate swaps products. For clearing firms, we establish performance bond requirements to cover at least 99% of expected price changes for a given product within a given historical period with further quantitative and qualitative considerations based on market risk. We establish haircuts applied to collateral deposited to meet performance bond requirements to cover at least 99% of expected price changes and foreign currency changes for a given asset within a given historical period with further quantitative and qualitative considerations. Haircuts vary depending on the type of collateral and maturity. We mark-to-market open positions of clearing firms at least once each business day (twice each business day for futures and options contracts) and require payment from clearing firms whose positions have lost value and make payments to clearing firms whose positions have gained value. We have the capability to mark-to-market more frequently as market conditions warrant. These practices allow our clearing house to quickly identify any clearing firms that may not be able to satisfy the financial obligations resulting from changes in the prices of their open
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positions before those financial obligations become exceptionally large and jeopardize the ability of our clearing house to ensure performance of their open positions.
Although we have policies and procedures designed to help ensure that our clearing firms can satisfy their obligations, these policies and procedures may not succeed in detecting problems or preventing defaults. We also have in place various measures intended to enable us to cover any default and maintain liquidity.
Despite our safeguards, we cannot guarantee that these measures will be sufficient to protect us from a default or that we will not be materially and adversely affected in the event of a significant default.
We maintain two separate financial safeguard packages:
• a financial safeguard package for all futures, options and OTC swap contracts other than cleared interest rate swap contracts (base package); and
• a financial safeguard package for cleared interest rate swap contracts.
In the unlikely event of a payment default by a clearing firm, we would first apply assets of the defaulting clearing firm to satisfy its payment obligation. These assets include the defaulting firm's guaranty fund contributions, performance bonds and any other available assets, such as assets required for clearing membership and any associated trading rights. Thereafter, if the payment default remains unsatisfied, we would use our corporate contributions designated for the respective financial safeguard package. We would then use guaranty fund contributions of other clearing firms within the respective financial safeguard package and funds collected through an assessment against non-defaulting clearing firms within the respective financial safeguard package to satisfy the deficit.
We maintain a $7.0 billion 364-day multi-currency line of credit with a consortium of domestic and international banks to be used in certain situations by our clearing house. We have the option to request an increase in the line from $7.0 billion to $10.0 billion. We may use the proceeds to provide temporary liquidity in the unlikely event of a clearing firm default, in the event of a liquidity constraint or default by a depositary (custodian of the collateral) or in the event of a temporary disruption with the payments systems that would delay payment of settlement variation between us and our clearing firms. The credit agreement requires us to pledge certain assets to the line of credit custodian prior to drawing on the line of credit. Pledged assets may include clearing firm guaranty fund deposits held by us in the form of cash or U.S. Treasury securities. Performance bond collateral of a defaulting clearing firm may also be used to secure a draw on the line. In addition to the 364-day multi-currency line of credit, we also have the option to use our $2.3 billion multi-currency revolving senior credit facility to provide liquidity for our clearing house in the unlikely event of default.
We maintain committed repurchase facility agreements amounting to a total of $1.0 billion. The committed repurchase facilities provide access to cash, secured by non-cash collateral, in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house. The facilities are subject to annual renewal. We currently do not have any borrowings outstanding under these facilities.
We also maintain a committed facility of up to $750.0 million for foreign currency conversions. The committed foreign currency facility allows the clearing house to convert cash to another currency within generally accepted local market timeframes in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house. The facility is subject to annual renewal. We currently do not have any foreign currency trades outstanding under this facility.
At December 31, 2025, aggregate performance bond deposits for clearing firms for both financial safeguard packages was $347.3 billion, including cash performance bond deposits, non-cash deposits, Interest Earnings Facility funds and letters of credit. A defaulting firm's performance bond deposits can be used in the event of default of that clearing firm.
The following shows the available assets at December 31, 2025 in the event of a payment default by a clearing firm for the base financial safeguard package after first utilizing the defaulting firm's available assets:

(in millions) Clearing House
Available Assets
Designated corporate contributions for futures and options (1)
$ 100.0 
Guaranty fund contributions (2)
8,306.1 
Assessment powers (3)
22,841.7 

_______________
(1) Our clearing house designates $100.0 million of corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit.
(2) Guaranty fund contributions of clearing firms include guaranty fund contributions required of clearing firms, but do not include any excess deposits held by us at the direction of clearing firms.
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(3) In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted clearing firm, our corporate contribution and the non-defaulting clearing firms' guaranty fund contributions, we would assess all non-defaulting clearing firms as provided in the rules governing the guaranty fund. We could assess non-defaulting clearing firms 275% of their existing guaranty fund requirements in the event of a single default, and up to a maximum of 550% of their existing guaranty fund requirements in the event of a default by multiple clearing firms, as provided in the rules. Assessment powers are calculated to reflect the potential obligation that each clearing firm could be called for in the event clearing firm's default exhausts the guaranty fund; however, the total amount available would be reduced by the defaulted clearing firms' assessment obligations since they would no longer be able to satisfy their obligations.
The following shows the available assets for the interest rate swap financial safeguard package at December 31, 2025 in the event of a payment default by a clearing firm that clears interest rate swap contracts, after first utilizing the defaulting clearing firm's available assets:

(in millions) Clearing House
Available Assets
Designated corporate contributions for interest rate swap contracts (1)
$ 150.0 
Guaranty fund contributions (2)
2,380.5 
Assessment powers (3)
1,734.2 

_______________
(1) Our clearing house designates $150.0 million of corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit.
(2) Guaranty fund contributions of clearing firms include guaranty fund contributions required of clearing firms, but do not include any excess deposits held by us at the direction of clearing firms.
(3) In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted clearing firm, our corporate contribution and the non-defaulting firms' guaranty fund contributions, we would assess non-defaulting clearing firms as provided in the rules governing the interest rate swap guaranty fund. Assessment powers are calculated to reflect the potential obligation that each clearing firm could be called for based on potential failure of the third and fourth largest clearing firm; however, the total amount available would be reduced by the defaulted clearing firms' assessment obligations since they would no longer be able to satisfy their obligations.
BrokerTec Americas Matched Principal Business
BrokerTec Americas maintains a matched principal business, where it serves as a fully matched counterparty to offsetting positions entered into by clients on its electronic trading platform to facilitate anonymity and access to clearing and settlement. BrokerTec Americas uses Fixed Income Clearing Corporation (FICC), a third-party central clearing house as well as a third-party clearing bank for the settlement of transactions and is required to post short-term margin requirements twice a business day that can vary based on the size of unsettled transactions and any adverse market changes. At December 31, 2025, the balance of the collateral at FICC was $20 0.0 million , wh ich was included in other current assets on the consolidated balance sheet.
Without sufficient funds to meet its obligations, BrokerTec Americas could be exposed to risk of breach of contract with the counterparties and the inability to continue as a member of the third-party central clearing house. Transactions with clearing house members are typically confirmed and novated shortly after execution, at which point the clearing house assumes the risk of settlement. For transactions with counterparties that are not members of the third-party clearing house, settlement typically occurs on the business day following execution and, prior to settlement, BrokerTec Americas is exposed to the risk of loss in the event a counterparty fails to meet its obligations. If that were to occur, BrokerTec Americas would have the right to cover or liquidate the open position but could incur a loss as a result of market movements.
Foreign Currency Exchange Rate Risk
Foreign Currency Transaction Risk
We have foreign currency transaction risk related to changes in exchange rates on monetary assets, liabilities, revenues and expenses held at subsidiaries where those balances and activity are denominated in a currency other than the subsidiary's functional currency. Gains and losses on foreign currency transactions result primarily from cash, debt and other monetary assets, liabilities, revenues and expenses denominated in British pounds, euros and Japanese yen.
Aggregate transaction gains (losses) for 2025, 2024 and 2023 were $(6.0) million, $(3.0) million and $(12.9) million, respectively. We expect the foreign currency gain/loss to continue to fluctuate as long as we continue to hold monetary assets and liabilities at those subsidiaries. Market uncertainty could potentially lead to significant volatility with foreign currency exchange rates, which could result in additional foreign currency gain/loss.

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Foreign Currency Translation Risk
We have foreign currency translation risk related to the translation of our foreign consolidated and unconsolidated subsidiaries' assets, liabilities, revenues and expenses from their respective functional currencies to the U.S. dollar at each reporting date. Fluctuations in exchange rates may impact the amount of assets, liabilities, revenues and expenses we report on our consolidated balance sheets and consolidated statements of income. The financial statements of those foreign subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using a current exchange rate. Gains and losses resulting from this translation are recognized as a foreign currency translation adjustment within accumulated other comprehensive income, which is a component of shareholders' equity and comprehensive income. Aggregate translation gains (losses) for 2025, 2024 and 2023 were $163.2 million, $(61.0) million and $70.8 million, respectively.
Foreign Currency Exchange Risk Related to Customer Collateral
A portion of performance bond deposits is denominated in various foreign currencies. We mark-to-market all deposits at least once each business day and require payment from clearing firms whose collateral has lost value due to changes in foreign currency rates and price. Therefore, our exposure to foreign currency risk related to performance bond deposits is considered minimal and is not expected to be material to our financial condition or operating results.

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in millions, except per share data; shares in thousands)

  December 31,
  2025 2024
Assets
Current Assets:
Cash and cash equivalents $ 4,416.9   $ 2,892.4  
Marketable securities 125.0   113.2  
Accounts receivable, net of allowance of $10.0 and $9.0 639.2   573.1  
Other current assets (includes $6.5 and $6.3 in restricted cash) 522.1   559.4  
Performance bonds and guaranty fund contributions 159,656.1   98,895.4  
Total current assets 165,359.3   103,033.5  
Property, net 362.7   386.2  
Intangible assets—trading products 17,175.3   17,175.3  
Intangible assets—other, net 2,610.7   2,821.6  
Goodwill 10,514.7   10,486.9  
Other assets 2,401.5   3,543.5  
Total Assets $ 198,424.2   $ 137,447.0  

Liabilities and Equity
Current Liabilities:
Accounts payable $ 71.8   $ 79.9  
Short-term debt —   749.8  
Other current liabilities 568.8   2,588.8  
Performance bonds and guaranty fund contributions 159,656.1   98,895.4  
Total current liabilities 160,296.7   102,313.9  
Long-term debt 3,422.3   2,678.2  
Deferred income tax liabilities, net 5,242.2   5,246.8  
Other liabilities 734.8   721.2  
Total Liabilities 169,696.0   110,960.1  

Shareholders’ Equity:
Preferred stock, $0.01 par value, 10,000 shares authorized as of December 31, 2025 and 2024; 4,584 issued and outstanding as of December 31, 2025 and 2024 —   —  
Class A common stock, $0.01 par value, 1,000,000 shares authorized as of December 31, 2025 and 2024, 358,950 and 359,602 shares issued and outstanding as of December 31, 2025 and 2024, respectively 3.6   3.6  
Class B common stock, $0.01 par value, 3 shares authorized, issued and outstanding as of December 31, 2025 and 2024 —   —  
Additional paid-in capital 22,209.5   22,403.0  
Retained earnings 6,433.2   4,185.8  
Accumulated other comprehensive income (loss) 81.9   ( 105.5 )
Total CME Group shareholders’ equity 28,728.2   26,486.9  

Total Liabilities and Equity $ 198,424.2   $ 137,447.0  

See accompanying notes to consolidated financial statements.
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CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in millions, except per share data; shares in thousands)

  Year Ended December 31,
  2025 2024 2023
Revenues
Clearing and transaction fees $ 5,281.1   $ 4,988.2   $ 4,588.5  
Market data and information services 803.1   710.2   663.7  
Other 436.4   431.7   326.7  
Total Revenues 6,520.6   6,130.1   5,578.9  
Expenses
Compensation and benefits 907.0   850.3   828.6  
Technology 283.2   255.8   218.7  
Professional fees and outside services 150.5   132.7   144.4  
Amortization of purchased intangibles 223.4   221.7   226.6  
Depreciation and amortization 107.5   115.1   126.0  
Licensing and other fee agreements 371.0   355.4   322.8  
Other 248.5   267.6   276.1  
Total Expenses 2,291.1   2,198.6   2,143.2  
Operating Income 4,229.5   3,931.5   3,435.7  

Non-Operating Income (Expense)
Investment income 5,736.5   4,079.1   5,275.3  
Interest and other borrowing costs ( 173.4 ) ( 160.9 ) ( 159.4 )
Equity in net earnings (losses) of unconsolidated subsidiaries 371.7   350.9   296.9  
Other non-operating income (expense) ( 4,833.8 ) ( 3,659.2 ) ( 4,694.9 )
Total Non-Operating Income (Expense) 1,101.0   609.9   717.9  
Income before Income Taxes 5,330.5   4,541.4   4,153.6  
Income tax provision 1,258.3   1,015.6   927.4  
Net Income $ 4,072.2   $ 3,525.8   $ 3,226.2  
Net Income Attributable to Common Shareholders of CME Group $ 4,021.0   $ 3,481.5   $ 3,185.6  

Earnings per Share Attributable to Common Shareholders of CME Group:
Basic $ 11.18   $ 9.69   $ 8.87  
Diluted 11.16   9.67   8.86  
Weighted Average Number of Common Shares:
Basic 359,648   359,389   359,023  
Diluted 360,310   359,944   359,500  

See accompanying notes to consolidated financial statements.
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CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)

Year Ended December 31,
2025 2024 2023
Net income $ 4,072.2   $ 3,525.8   $ 3,226.2  
Other comprehensive income, net of tax:
Investment securities:
Net unrealized holding gains (losses) arising during the period 0.4   0.2   0.6  

Income tax benefit (expense) ( 0.1 ) ( 0.1 ) ( 0.1 )
Investment securities, net 0.3   0.1   0.5  
Defined benefit plans:
Net change in defined benefit plans arising during the period 19.7   12.2   ( 0.9 )
Amortization of net actuarial (gains) losses and prior service costs included in compensation and benefits expense ( 0.3 ) 0.1   0.1  
Income tax benefit (expense) ( 5.0 ) ( 3.0 ) 0.2  
Defined benefit plans, net 14.4   9.3   ( 0.6 )
Derivative investments:

Amortization of effective portion of net (gains) losses on cash flow hedges included in interest expense ( 4.1 ) ( 3.6 ) ( 3.6 )
Income tax benefit (expense) 1.0   0.9   0.9  
Derivative investments, net ( 3.1 ) ( 2.7 ) ( 2.7 )
Foreign currency translation:
Foreign currency translation adjustments 163.2   ( 61.0 ) 70.8  
Reclassification adjustment for (gain) loss included in other expense 23.6   2.2   9.7  
Income tax benefit (expense) ( 11.0 ) 2.2   —  
Foreign currency translation, net 175.8   ( 56.6 ) 80.5  
Other comprehensive income (loss), net of tax 187.4   ( 49.9 ) 77.7  
Comprehensive income $ 4,259.6   $ 3,475.9   $ 3,303.9  

See accompanying notes to consolidated financial statements.

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CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(dollars in millions, except per share data; shares in thousands)
     

Preferred Stock (Shares) Class A
Common
Stock
(Shares) Class B
Common
Stock
(Shares) Common
Stock and
Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total CME Group Shareholders' Equity
Balance at December 31, 2022 4,584 358,929 3 $ 22,265.2   $ 4,746.8   $ ( 133.3 ) $ 26,878.7  
Net income 3,226.2   3,226.2  
Other comprehensive income (loss) 77.7   77.7  
Dividends of $9.65 per common share and per preferred share ( 3,517.8 ) ( 3,517.8 )

Vesting of issued restricted Class A common stock 241 ( 21.4 ) ( 21.4 )
Shares issued to Board of Directors 20 3.6   3.6  
Shares issued under Employee Stock Purchase Plan 41 8.0   8.0  
Stock-based compensation 82.9   82.9  
Balance at December 31, 2023 4,584 359,231 3 $ 22,338.3   $ 4,455.2   $ ( 55.6 ) $ 26,737.9  

 
See accompanying notes to consolidated financial statements.
54

CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY (continued)
(dollars in millions, except per share data; shares in thousands)
 

Preferred Stock (Shares) Class A
Common
Stock
(Shares) Class B
Common
Stock
(Shares) Preferred Stock, Common
Stock and
Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total CME Group Shareholders' Equity
Balance at December 31, 2023 4,584 359,231 3 $ 22,338.3   $ 4,455.2   $ ( 55.6 ) $ 26,737.9  
Net income 3,525.8   3,525.8  
Other comprehensive income (loss) ( 49.9 ) ( 49.9 )
Dividends of $10.40 per common share and preferred share ( 3,795.2 ) ( 3,795.2 )

Vesting of issued restricted Class A common stock 315 ( 33.0 ) ( 33.0 )
Shares issued to Board of Directors 19 3.7   3.7  
Shares issued under Employee Stock Purchase Plan 37 8.1   8.1  
Stock-based compensation 89.5   89.5  
Balance at December 31, 2024 4,584 359,602 3 $ 22,406.6   $ 4,185.8   $ ( 105.5 ) $ 26,486.9  

 
See accompanying notes to consolidated financial statements.
55

CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY (continued)
(dollars in millions, except per share data; shares in thousands)
 

Preferred Stock (Shares) Class A
Common
Stock
(Shares) Class B
Common
Stock
(Shares) Preferred Stock, Common
Stock and
Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total CME Group Shareholders' Equity
Balance at December 31, 2024 4,584 359,602 3 $ 22,406.6   $ 4,185.8   $ ( 105.5 ) $ 26,486.9  
Net income 4,072.2   4,072.2  
Other comprehensive income (loss) 187.4   187.4  
Dividends of $5.00 per common share and preferred share ( 1,824.8 ) ( 1,824.8 )

Vesting of issued restricted Class A common stock 268 ( 33.9 ) ( 33.9 )
Shares issued to Board of Directors 11 3.0   3.0  
Shares issued under Employee Stock Purchase Plan 32 8.7   8.7  
Repurchase of Class A common stock ( 963 ) ( 266.1 ) (266.1)
Stock-based compensation 94.8   94.8  
Balance at December 31, 2025 4,584 358,950 3 $ 22,213.1   $ 6,433.2   $ 81.9   $ 28,728.2  

 
See accompanying notes to consolidated financial statements.

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CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)

  Year Ended December 31,
  2025 2024 2023
Cash Flows from Operating Activities
Net income $ 4,072.2   $ 3,525.8   $ 3,226.2  
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation 94.8   89.5   82.9  
Amortization of purchased intangibles 223.4   221.7   226.6  
Depreciation and amortization 107.5   115.1   126.0  

Net realized and unrealized gains on investments ( 352.8 ) ( 3.6 ) ( 72.1 )
Deferred income taxes ( 6.1 ) ( 66.4 ) ( 75.0 )
Change in:
Accounts receivable ( 67.1 ) ( 39.4 ) ( 51.5 )
Other current assets ( 18.1 ) 664.8   ( 637.8 )
Other assets 49.9   75.4   92.0  
Accounts payable ( 8.1 ) ( 10.7 ) ( 30.8 )
Income taxes payable 91.1   ( 117.4 ) ( 77.1 )
Other current liabilities 86.6   ( 705.9 ) 642.7  
Other liabilities ( 34.6 ) ( 55.4 ) ( 32.7 )
Other 38.4   ( 3.0 ) 34.4  
Net Cash Provided by Operating Activities 4,277.1   3,690.5   3,453.8  

Cash Flows from Investing Activities
Proceeds from maturities and sales of available-for-sale marketable securities 7.9   6.0   5.9  
Purchases of available-for-sale marketable securities ( 6.0 ) ( 4.5 ) ( 4.1 )
Purchases of property, net ( 83.5 ) ( 94.0 ) ( 76.4 )
Investments in business ventures ( 11.0 ) ( 3.6 ) ( 2.4 )
Proceeds from sale of business ventures 1,591.4   13.5   97.9  

Net Cash Provided by (Used in) Investing Activities 1,498.8   ( 82.6 ) 20.9  

See accompanying notes to consolidated financial statements.

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CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in millions)
 

  Year Ended December 31,
  2025 2024 2023
Cash Flows from Financing Activities

Proceeds from debt, net of issuance costs $ 740.6   $ —   $ —  
Repayment of other borrowings, including call premiums ( 750.0 ) —   ( 16.4 )

Cash dividends ( 3,933.0 ) ( 3,584.2 ) ( 3,235.5 )
Repurchase of Class A common stock, including costs ( 266.1 ) —   —  
Change in performance bond and guaranty fund contributions 60,760.6   8,702.9   ( 45,056.7 )

Employee taxes paid on restricted stock vesting ( 33.9 ) ( 33.0 ) ( 21.4 )
Other ( 8.7 ) ( 9.2 ) ( 9.3 )
Net Cash Provided by (Used in) Financing Activities 56,509.5   5,076.5   ( 48,339.3 )

Net change in cash, cash equivalents, restricted cash and restricted cash equivalents 62,285.4   8,684.4   ( 44,864.6 )
Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period 101,794.1   93,109.7   137,974.3  
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, End of Period $ 164,079.5   $ 101,794.1   $ 93,109.7  

Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents:
Cash and cash equivalents $ 4,416.9   $ 2,892.4   $ 2,912.0  
Short-term restricted cash (within other current assets) 6.5   6.3   5.2  

Restricted cash and restricted cash equivalents (performance bonds and guaranty fund contributions) 159,656.1   98,895.4   90,192.5  
Total $ 164,079.5   $ 101,794.1   $ 93,109.7  

Supplemental Disclosure of Cash Flow Information
Income taxes paid, net of refunds $ 1,164.0   $ 1,196.5   $ 1,071.7  
Interest paid 135.6   129.9   129.9  

Non-cash financing activities:
Declaration of annual variable dividend, paid January 2025 and January 2024 —   2,112.2   1,910.0  

 
See accompanying notes to consolidated financial statements.

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CME GROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND BUSINESS
CME Group Inc. (CME Group) exchanges offer the widest range of global benchmark products across all major asset classes based on interest rates, equity indexes, foreign exchange (FX), agricultural, energy and metal commodities. We offer futures and options across asset classes as well as cash, repo fixed income and OTC FX trading through the CME Globex platform. In addition, it operates one of the world’s leading central counterparty clearing houses. CME Group offers clearing, settlement and guarantees for all products cleared through the clearing house, which is operated by CME.
Chicago Mercantile Exchange Inc. (CME), the Board of Trade of the City of Chicago, Inc. (CBOT), New York Mercantile Exchange, Inc. (NYMEX) and Commodity Exchange, Inc. (COMEX), wholly-owned subsidiaries of CME Group, are designated contract markets for the trading of futures and options contracts.
CME Group and its subsidiaries are referred to collectively as "the company" in the notes to the consolidated financial statements.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation. The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the U.S. and include the accounts of the company and its subsidiaries. All intercompany transactions and balances have been eliminated.
Use of Estimates. The preparation of consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts on the consolidated financial statements and accompanying notes. Estimates are based on historical experience, where applicable, and assumptions management believes are reasonable under the circumstances. Due to the inherent uncertainty involved with estimates, actual results may differ.
Cash and Cash Equivalents. Cash and cash equivalents consist of cash and highly liquid investments with a maturity of three months or less at the time of purchase.
Financial Investments. The company maintains short-term and long-term investments, classified as equity method investments, available-for-sale debt securities, equity investments in privately-held entities and trading securities. Available-for-sale debt securities are carried at fair value, with unrealized gains and losses, net of deferred income taxes, reported as a component of accumulated other comprehensive income. Trading securities held in connection with non-qualified deferred compensation plans are recorded at fair value, with net realized and unrealized gains and losses and dividend income reported as investment income. For equity investments in privately-held entities that do not have a readily determinable fair value, our accounting policy is to utilize the measurement alternative for valuation of these investments, which permits the company to estimate fair value at cost minus impairment, plus or minus changes resulting from observable price movements. Additionally, the company maintains long-term investments accounted for under the equity method, which requires that the company recognize its share of net income (loss) and other comprehensive income (loss) in the investee as an adjustment to the carrying amount of the investment each reporting period.
The company reviews its investment portfolio at least quarterly, as well as whenever facts or circumstances exist which indicate that the carrying value of an investment is greater than its fair value. For investments not carried at fair value, the carrying value of the investment is reduced to its fair value and a corresponding impairment expense is charged to earnings, if events and circumstances indicate that a markdown to fair value is warranted. Declines in the fair value of available-for-sale debt securities that are deemed to represent indicators of impairment are charged to earnings as a realized loss.
Fair Value of Financial Instruments. The company uses a three-level classification hierarchy of fair value measurements that establishes the quality of inputs used to measure fair value. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of financial instruments is determined using various techniques that involve some level of estimation and judgment, the degree of which is dependent on the price transparency and the complexity of the instruments.
Derivative Investments. The company occasionally uses derivative instruments to limit exposure to changes in interest rates and foreign currency exchange rates Derivatives are recorded at fair value on the consolidated balance sheets. For those derivatives that meet the criteria for hedge accounting and are classified as effective cash flow hedges, changes in the fair value of derivative financial instruments are initially recorded in other comprehensive income and subsequently reclassified into earnings when the hedged item affects income. The company assesses, both at the inception of each hedge and on an ongoing basis, whether the derivative financial instruments that are designated as cash flow hedging transactions are highly effective in offsetting changes in cash flows of the hedged items. For any hedges no longer deemed effective or for which hedge accounting
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is not applied, changes in fair value of the derivative instruments are recognized in earnings within other non-operating income (expense). There were no outstanding derivative instruments at December 31, 2025.
Accounts Receivable. Accounts receivable are comprised of trade receivables and unbilled revenue. All accounts receivable are stated at net realizable value. Exposure to losses on receivables for clearing and transaction fees and other amounts owed by clearing and trading firms is dependent on each firm's financial condition. With respect to clearing firms, our credit loss exposure is mitigated by the memberships that collateralize fees owed to the company. The company retains the right to liquidate exchange memberships to satisfy an outstanding receivable. The allowance for doubtful accounts is calculated based on management's assessment of future expected losses over the life of the receivable, historical trends and the current economic environment within which we operate.
Performance Bonds and Guaranty Fund Contributions. Performance bonds and guaranty fund contributions held for clearing firms may be in the form of cash, securities or other non-cash deposits.
Performance bonds and guaranty fund contributions received in the form of cash held by CME may be invested in U.S. government securities, U.S. government agency securities and certain foreign government securities acquired through and held by a bank or broker-dealer subsidiary of a bank, a cash account at the Federal Reserve Bank of Chicago, investments in highly rated government securities, money market funds or through CME's Interest Earning Facility (IEF) program. Any interest earned on these investments accrues to CME and is included in investment income on the consolidated statements of income. CME may distribute any interest earned on these investments to the clearing firms at its discretion. Because CME has control of the cash collateral and the benefits and market risks of ownership accrue to CME, cash performance bonds and guaranty fund contributions are reflected on the consolidated balance sheets. The cash performance bonds and guaranty fund contributions are considered restricted as the cash deposits cannot be used for the company's operations or to satisfy any operational liabilities. Cash performance bonds and guaranty fund contributions are included as restricted cash and restricted cash equivalents on the consolidated statements of cash flows.
Securities and other non-cash deposits may include U.S. Treasury securities, U.S. government agency securities, Eurobonds, corporate bonds, other foreign government securities, equity stocks and gold bullion. Securities and other non-cash deposits are held in safekeeping by a custodian bank. Interest and gains or losses on securities deposited to satisfy performance bond and guaranty fund requirements accrue to the clearing firm. Non-cash performance bonds can also include letters of credit. Because the benefits and risks of ownership accrue to the clearing firm, non-cash performance bonds and guaranty fund contributions are not reflected on the consolidated balance sheets.
Property. Property is stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method, generally over one to twenty years. Property and equipment are depreciated over their estimated useful lives. Leasehold improvements are amortized over the shorter of the remaining term of the respective lease to which they relate or the remaining useful life of the leasehold improvement. Land is reported at cost. Internal and external costs incurred in developing, obtaining, or implementing computer software for internal use which meet the requirements for capitalization are amortized on a straight-line basis over the estimated useful life of the software, generally two to four years, but up to eight years for certain trading and clearing applications.
Leases. The company accounts for our leases of office space as operating leases. Landlord allowances are recorded as a direct reduction to the capitalized lease asset, which is reported in other assets and amortized to rent expense over the term of the lease. Both lease and direct non-lease costs are accounted for as a single lease component for purposes of capitalization on the consolidated balance sheets.The associated lease liability represents the present value of lease payments remaining in the lease term and is recorded within current and other liabilities depending upon the balance sheet classification of the payment obligations as short-term or long-term. For sale leaseback transactions, the company evaluates the sale and the lease arrangement based on the company's conclusion as to whether control of the underlying asset has been transferred and recognizes the sale leaseback as either a sale transaction or under the financing method, which requires the asset to remain on the consolidated balance sheets throughout the term of the lease and the proceeds to be recognized as a financing obligation. A portion of the lease payments is recognized as a reduction of the financing obligation and a portion is recognized as interest expense based on an imputed interest rate.
Goodwill and Other Intangible Assets. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in a business combination. The company reviews goodwill for impairment at least quarterly and whenever events or circumstances indicate that the carrying value may not be recoverable. The company may test goodwill quantitatively for impairment by comparing the carrying value of a reporting unit to its estimated fair value. Estimating the fair value of a reporting unit involves significant judgments inherent in the analysis, including estimating the amount and timing of future cash flows and the selection of appropriate discount rates and long-term growth rate assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value for the reporting unit. If the carrying amount exceeds fair value, an impairment loss is recorded. In certain circumstances, goodwill may be reviewed qualitatively for indications of impairment without utilizing valuation techniques to estimate fair value.
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The company performs an impairment assessment of indefinite-lived intangible assets at least quarterly or whenever events or circumstances indicate that their carrying values may not be recoverable. If the indefinite-lived intangible asset carrying value exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Estimating the fair value of indefinite-lived intangible assets involves the use of valuation techniques that rely on significant estimates and assumptions, including forecasted revenue growth rates, forecasted allocations of expense and risk-adjusted discount rates. Changes in these estimates and assumptions could materially affect the determination of fair value for indefinite-lived intangible assets. In certain circumstances, indefinite-lived intangible assets may be reviewed qualitatively for indications of impairment without utilizing valuation techniques to estimate fair value.
Intangible assets subject to amortization are also assessed for impairment at least quarterly or when indicated by a change in economic or operational circumstances. The impairment assessment of these assets requires management to first compare the carrying value of the amortizing asset to undiscounted net cash flows. If the carrying value exceeds the undiscounted net cash flows, management is then required to estimate the fair value of the assets and record an impairment loss for the excess of the carrying value over the fair value. In connection with this impairment assessment, management also challenges the useful lives of our amortizing intangible assets.
Business Combinations. The company accounts for business combinations using the acquisition method. The method requires the acquirer to recognize the assets acquired, liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. The company may use independent valuation services to assist in determining the estimated fair values.
Employee Benefit Plans. The company recognizes the funded status of defined benefit postretirement plans on its consolidated balance sheets. Changes in that funded status are recognized in the year of change in other comprehensive income (loss). Plan assets and obligations are measured at year end. The company recognizes future changes in actuarial gains and losses and prior service costs in the year in which the changes occur through accumulated other comprehensive income (loss).
Foreign Currency Translation and Re-measurement . Foreign currency denominated monetary assets and liabilities are re-measured into the functional currency using period-end exchange rates. Gains and losses from foreign currency transactions and re-measurement of monetary assets and liabilities into the functional currency are included in other expense on the accompanying consolidated statements of income. When the functional currency differs from the reporting currency, revenues and expenses of foreign subsidiaries are translated from their functional currencies into U.S. dollars using weighted-average exchange rates while their assets and liabilities are translated into U.S. dollars using period-end exchange rates. Gains and losses resulting from foreign currency translations are included in accumulated other comprehensive income (loss) within shareholders' equity.
Revenue Recognition. Revenue recognition policies for specific sources of revenue are discussed below.
Clearing and Transaction Fees. Clearing and transaction fees include per-contract charges for trade matching, clearing, trading on the company's electronic trading platforms, portfolio reconciliation and compression services, risk mitigation, and other fees. Fees are charged at various rates based on the product traded, the method of trade, the exchange trading privileges of the customer making the trade and the type of contract. The majority of our clearing and transaction fees are recognized as revenue upon successful execution of the trade, which represents completion of our trade matching, novation and clearing activities. Therefore, unfilled or canceled buy and sell orders have no impact on revenue. On occasion, the customer's exchange trading privileges may not be properly entered by the clearing firm and incorrect fees are charged for the transactions. When this information is corrected within the time period allowed by the company, a fee adjustment is provided to the clearing firm. A reserve is established for estimated fee adjustments to reflect corrections to customer exchange trading privileges. The reserve is based on the historical pattern of adjustments processed as well as management's estimate of future adjustment activity. This reserve has historically been immaterial. The company believes the reserve is adequate to cover estimated adjustments as of December 31, 2025 and 2024.
Market Data and Information Services. Market data and information services represent revenue earned for the dissemination of market information. Revenues are accrued each month based on the number of devices reported by vendors or over a straight line basis in accordance with the market data subscription contract term. The company conducts periodic examinations of the number of devices reported and assesses additional fees as necessary. On occasion, customers will pay for services in a lump sum payment; however, revenue is recognized as services are provided.
Other Revenues. Other revenues include access and communication fees, fees for collateral management, equity membership subscription fees and fees for trade order routing through agreements from various strategic relationships as well as other services to customers. Revenue is recognized as services are provided.
Concentration of Revenue. One clearing firm represented 12 % of the company's clearing and transaction fee revenue in 2025, one clearing firm represented 10 % of the company's clearing and transaction fee revenue in 2024, but no clearing firms represented at least 10 % of the company's clearing and transaction fee revenue in 2023. Should a clearing firm
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withdraw from the company, management believes that the customer portion of that firm's trading activity would likely transfer to another clearing firm. Therefore, management does not believe that the company is exposed to significant risk from the ongoing loss of revenue received from a particular clearing firm.
The two largest resellers of market data represented approximately 30 % of market data and information services revenue in 2025 and 2024, and approximately 32 % in 2023. Should one of these vendors no longer subscribe to the company's market data, management believes that the majority of that firm's customers would likely subscribe to the market data through another reseller. Therefore, management does not believe that the company is exposed to significant risk from a loss of revenue received from any particular market data reseller.
Share-Based Payments. The company accounts for share-based payments at fair value, which is based on the grant date price of the equity awards issued. The company recognizes expense relating to stock-based compensation on an accelerated basis. As a result, the expense associated with each vesting date within a stock grant is recognized over the period of time that each portion of that grant vests. Forfeitures are recognized in the period in which they occur.
Marketing Costs. Marketing costs are incurred for the production and communication of advertising as well as other marketing activities. These costs are expensed when incurred, except for costs related to the production of broadcast advertising, which are expensed when the first broadcast occurs.
Income Taxes. Deferred income taxes arise from temporary differences between the tax basis and book basis of assets and liabilities. A valuation allowance is recognized if it is anticipated that some or all of a deferred tax asset may not be realized. The company accounts for uncertainty in income taxes recognized in its consolidated financial statements by using a more-likely-than-not recognition threshold based on the technical merits of the tax position taken or expected to be taken. The company recognizes interest and penalties related to uncertain tax positions in income tax expense.
Segment Reporting. The company reports the results of its operations as one operating segment primarily comprised of the businesses of CME, CBOT, NYMEX, COMEX and our cash markets business. The individual operations of the company do not meet the criteria for classification as separate reporting segments.
Newly Adopted Accounting Policies. In December 2023, the FASB issued an accounting standards update that requires public business entities to disclose in their tax rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in certain categories if they meet a quantitative threshold. It is also noted that this guidance requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold. The Company adopted this standard on January 1, 2025, on a retrospective basis. Accordingly, prior periods have been adjusted to conform to the current period presentation. The adoption of this guidance resulted in expanded disclosures in our income tax footnote but did not impact our recognized income tax expense or cash taxes paid. See Note 9 – Income Taxes for further information.
Recently Issued Accounting Pronouncements Not Yet Adopted. In July 2025, the FASB issued an accounting standards update which provides a practical expedient when estimating the amount of expected credit losses on current accounts receivable and current contract assets. This update permits entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. Therefore, entities will not need to develop reasonable and supportable forecasts of future economic conditions. The practical expedient must be applied consistently across all current accounts receivable and current contract assets. This guidance is effective beginning in 2026, on an interim and annual basis, and must be adopted prospectively. Upon adoption, entities are required to disclose whether they have applied the practical expedient. Early adoption is permitted. Adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

In September 2025, the FASB issued an accounting standards update that clarifies and modernizes the accounting for costs related to internal-use software. The guidance removes all references to project stages and clarifies the threshold entities apply to begin capitalizing costs. With the removal of all references to project stages, the new guidance requires entities to begin capitalizing software costs when both of the following occur: (a) management, with the relevant authority, implicitly or explicitly authorizes and commits to funding a computer software project and (b) it is probable that the project will be completed and the software will be used to perform the function intended. The guidance specifies that the property, plant, and equipment disclosure requirements apply to capitalized software costs, regardless of how those costs are presented in the financial statements. The guidance is effective beginning in 2028, on an interim and annual basis. Entities may apply the guidance using a prospective, retrospective, or modified transition approach. Early adoption is permitted. Adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

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3. REVENUE RECOGNITION
The company generates revenue from customers from the following sources:
Clearing and transaction fees. Clearing and transaction fees include per-contract charges for trade matching, clearing, trading on the company's electronic trading platforms, portfolio reconciliation and compression services, risk mitigation, and other fees. Clearing and transaction fees are assessed upfront at the time of trade execution. As such, the company recognizes the majority of the fee revenue upon successful execution of the trade. The minimal remaining portion of the fee revenue related to settlement activities performed after trade execution is recognized over the short-term period that the contract is outstanding, based on management’s estimates of the average contract lifecycle. These estimates are based on various assumptions to approximate the amount of fee revenue to be attributed to services performed through contract settlement, expiration, or termination. For cleared trades, these assumptions include the average number of days that a contract remains in open interest, contract turnover, average revenue per day, and revenue remaining in open interest at the end of each period.
The nature of contracts gives rise to several types of variable consideration, including volume-based pricing tiers, customer incentives associated with market maker programs and other fee discounts. The company includes fee discounts and incentives in the estimated transaction price when there is a basis to reasonably estimate the amount of the fee reduction. These estimates are based on historical experience, anticipated performance, and best judgment at the time. Because of the company's certainty in estimating these amounts, they are included in the transaction price of contracts.
Market data and information services. Market data and information services represent revenue from the dissemination of market data to subscribers, distributors, and other third-party licensees of market data. Pricing for market data is primarily based on the number of reportable devices used as well as the number of subscribers enrolled under the arrangement. Fees for these services are generally billed monthly. Market data services are satisfied over time and revenue is recognized on a monthly basis as the customers receive and consume the benefit of the market data services. However, the company also maintains certain annual license arrangements with one-time upfront fees. The fees for annual licenses are initially recorded as a contract liability and recognized as revenue monthly over the term of the annual period.
Other. Other revenues include certain access and communication fees, fees for collateral management, equity membership subscription fees, and fees for trade order routing through agreements from various strategic relationships. Access and communication fees are charged to customers that utilize various telecommunications networks and communications services. Fees for these services are generally billed monthly and the associated fee revenue is recognized as billed. Collateral management fees are charged to clearing firms that have collateral on deposit with the clearing house to meet their minimum performance bond and guaranty fund obligations on the exchange. These fees are calculated based on daily collateral balances and are billed monthly. This fee revenue is recognized monthly as billed as the customers receive and consume the benefits of the services. The company also has an equity membership program which provides equity members the option to pay a monthly subscription fee in satisfaction of their existing requirement to hold CME Group Class A common stock. Choosing to pay this fee in lieu of holding Class A shares is entirely voluntary and the client's choice. Fee revenue under this program is earned monthly as billed over the contractual term. Pricing for strategic relationships may be driven by customer levels and activity. There are fee arrangements which provide for monthly as well as quarterly payments in arrears. Revenue is recognized monthly for strategic relationship arrangements as the customers receive and consume the benefits of the services.

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The following table represents a disaggregation of revenue from contracts with customers for the years ended December 31, 2025, 2024 and 2023:

(in millions) 2025 2024 2023
Interest rates $ 1,719.6   $ 1,659.6   $ 1,558.4  
Equity indexes 1,170.4   1,095.3   1,036.4  
Foreign exchange 197.0   198.5   190.0  
Agricultural commodities 658.1   585.1   508.5  
Energy 813.2   800.5   702.8  
Metals 354.7   284.3   224.7  
BrokerTec fixed income 151.1   145.1   152.1  
EBS foreign exchange 132.6   131.6   132.6  
Interest Rate Swap 84.4   88.2   83.0  

Total clearing and transaction fees 5,281.1   4,988.2   4,588.5  
Market data 803.1   710.2   663.7  
Other 436.4   431.7   326.7  
Total revenues $ 6,520.6   $ 6,130.1   $ 5,578.9  

Timing of Revenue Recognition
Services transferred at a point in time $ 5,170.8   $ 4,887.4   $ 4,491.1  
Services transferred over time 1,328.1   1,223.0   1,069.7  
One-time charges and miscellaneous revenues 21.7   19.7   18.1  
Total revenues $ 6,520.6   $ 6,130.1   $ 5,578.9  

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, and customer advances and deposits (contract liabilities) on the consolidated balance sheets. Certain fees for transactions, annual licenses, and other revenue arrangements are billed upfront before revenue is recognized, which results in the recognition of contract liabilities. These liabilities are recognized on the consolidated balance sheets on a contract-by-contract basis upon commencement of services under the customer contract. These upfront customer payments are recognized as revenue over time as the obligations under the contracts are satisfied. Changes in the contract liability balances during 2025 were not materially impacted by any other factors. The balance of contract liabilities wa s $16.7 million and $15.6 million as of December 31, 2025 and 2024, respectively.

4. PERFORMANCE BONDS AND GUARANTY FUND CONTRIBUTIONS
The clearing house clears and guarantees the settlement of contracts traded in the futures and options and interest rate swap markets. In its guarantor role, the clearing house has precisely equal and offsetting claims to and from clearing firms on opposite sides of each contract, standing as an intermediary on every contract cleared. In the U.S., clearing firm funds are held according to Commodity and Futures Trading Commission (CFTC) regulatory account segregation standards. To the extent that funds are not otherwise available to satisfy an obligation under the applicable contract, the clearing house bears counterparty credit risk in the event that future market movements create conditions that could lead to clearing firms failing to meet their obligations to the clearing house. The clearing house reduces the exposure through risk management programs that include initial and ongoing financial standards for designation as a clearing firm, performance bond requirements, mark-to-market settlement cycles each business day, mandatory guaranty fund contributions and intra-day monitoring.
Each clearing firm is required to deposit and maintain balances in the form of cash, U.S. government securities, certain foreign government securities, bank letters of credit or other approved collateral to satisfy performance bond and guaranty fund requirements. All non-cash deposits and certain cash deposits with foreign currency exposure are marked-to-market and haircut each business day. Securities deposited by the clearing firms are not reflected on the consolidated financial statements and the clearing house does not earn any interest on these deposits. These balances may fluctuate significantly over time due to investment choices available to clearing firms and changes in the amount of contributions required. Cash performance bonds and guaranty fund contributions are included as restricted cash and restricted cash equivalents on the consolidated statements of cash flows.
The clearing house marks-to-market open positions at least once each business day (twice each business day for futures and options contracts), and requires payment from clearing firms whose positions have lost value and makes payments to clearing
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firms whose positions have gained value. The clearing house has the capability to mark-to-market more frequently as market conditions warrant.
Under the extremely unlikely scenario of simultaneous default by every clearing firm who has open positions with unrealized losses, the maximum exposure at the time of default related to futures and options on futures positions would be one half of a business day of changes in fair value of all open positions, before considering the clearing house's ability to access defaulting clearing firms' collateral deposits. For cleared interest rate swap contracts, the maximum exposure at the time of default related to the clearing house's guarantee would be one full business day of changes in fair value of all open positions, before considering the clearing house's ability to access defaulting clearing firms' collateral. During 2025, the clearing house transferred an average of approximately $ 6.7 billion per business day through the clearing system for settlement from clearing firms whose positions had lost value to clearing firms whose positions had gained value. The clearing house reduces its exposure through maintenance performance bond requirements and guaranty fund contributions. For futures and options products, the clearing firms' collateral requirements are sized to cover at least one business day of anticipated price movements. For interest rate swap products, the clearing firms' collateral requirements are sized to cover at least five business days of anticipated price movements. Management has assessed the fair value of the company's settlement guarantee liability by taking the following factors into consideration: the design and operations of the clearing risk management process, the financial safeguard packages in place, historical evidence of default by a clearing member and the estimated probability of potential payouts by the clearing house. Based on the assessment performed, management estimates the guarantee liability to be nominal and therefore has not recorded any liability at December 31, 2025.
CME has been designated as a systemically important financial market utility by the Financial Stability Oversight Council and is authorized to maintain cash accounts at the Federal Reserve Bank of Chicago. At December 31, 2025 and 2024, the clearing house maintained $ 141.7 billion and $ 87.4 billion, respectively, within the cash accounts at the Federal Reserve Bank of Chicago. The cash deposited at the Federal Reserve Bank of Chicago is included within performance bonds and guaranty fund contributions on the consolidated balance sheets.
In 2025 and 2024, earnings from cash performance bond and guaranty fund contributions were $ 5,253.6  million and $ 3,943.8  million, respectively. In 2025 and 2024, expense related to the distribution of interest earned on collateral reinvestments were $ 4,842.5  million and $ 3,669.4  million, respectively. The earnings from cash performance bonds and guaranty fund contributions are included in investment income and the expense related to the distribution of interest earned is included in other non-operating income (expense) on the consolidated statements of income.
CME and The Options Clearing Corporation (OCC) have a perpetual cross-margin arrangement, whereby a clearing firm may maintain a cross-margin account in which a clearing firm's positions in certain equity index futures and options are combined with certain positions cleared by OCC for purposes of calculating performance bond requirements. The performance bond deposits are held jointly by CME and OCC. Cross-margin cash, securities and letters of credit jointly held with OCC under the cross-margin agreement are reflected at 50 % of the total, or CME's proportionate share per that agreement. If a participating firm defaults, the gain or loss on the liquidation of the firm's open position and the proceeds from the liquidation of the cross- margin account would be allocated equally between CME and OCC. In the event of a remaining loss, CME would first apply assets of the defaulting clearing firm to satisfy its payment obligation. These assets include the defaulting firm's guaranty fund contributions, performance bonds and any other available assets, such as assets required for clearing membership and any associated trading rights. Thereafter, if the payment default remains unsatisfied, the clearing house would use its corporate contributions designated for the respective financial safeguard package. The clearing house would then use guaranty fund contributions of other clearing firms within the respective financial safeguard package and funds collected through an assessment against solvent clearing firms within the respective financial safeguard package to satisfy the deficit.
In addition, CME has a cross-margin arrangement with Fixed Income Clearing Corporation (FICC) whereby a clearing firm may be subject to reduced margin requirements for certain of its offsetting positions. Clearing firms maintain separate performance bond deposits with each clearing house, but based on the net offsetting positions between CME and FICC, each clearing house may reduce that firm's performance bond requirements. If a participating firm defaults, the gain or loss on the liquidation of the firm’s open positions and the proceeds from the liquidation of the cross margin account would be allocated between CME and FICC pursuant to a publicly-available cross-margining agreement. In the event of a remaining loss, CME would first apply assets of the defaulting clearing firm to satisfy its payment obligation. These assets include the defaulting firm's guaranty fund contributions, performance bonds and any other available assets, such as assets required for clearing membership and any associated trading rights. Thereafter, if the payment default remains unsatisfied, the clearing house would use its corporate contributions designated for the respective financial safeguard package. The clearing house would then use guaranty fund contributions of other clearing firms within the respective financial safeguard package and funds collected through an assessment against solvent clearing firms within the respective financial safeguard package to satisfy the deficit.
Each clearing firm for futures and options is required to deposit and maintain specified guaranty fund contributions in the form of cash or U.S. Treasury securities (base guaranty fund). In the event that performance bonds, guaranty fund contributions and other assets required to support clearing membership of a defaulting clearing firm are inadequate to fulfill that clearing firm's outstanding financial obligation, the base guaranty fund for contracts other than interest rate swaps is available to cover
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potential losses after first utilizing $ 100.0 million of corporate contributions designated by CME to be used in the event of a default of a clearing firm for the base guaranty fund.
The clearing house maintains a separate guaranty fund to support the clearing firms that clear interest rate swap products (cleared interest rate swaps contract guaranty fund). The funds for interest rate swaps are independent of the base guaranty fund and are isolated to clearing firms for products in the respective asset class. Each clearing firm for cleared interest rate swaps is required to deposit and maintain specified guaranty fund contributions in the form of cash or U.S. Treasury securities. In the event that performance bonds, guaranty fund contributions and other assets required to support clearing membership of a defaulting clearing firm for cleared interest rate swap contracts are inadequate to fulfill that clearing firm's outstanding financial obligation, the interest rate swaps contracts guaranty fund is available to cover potential losses after first utilizing $ 150.0 million of corporate contributions designated by CME to be used in the event of a default of a cleared interest rate swap clearing firm.
CME maintains a 364 -day multi-currency line of credit with a consortium of domestic and international banks to be used in certain situations by the clearing house. CME may use the proceeds to provide temporary liquidity in the unlikely event of a clearing firm default, in the event of a liquidity constraint or default by a depositary (custodian of the collateral), or in the event of a temporary disruption with the domestic payments system that would delay payment of settlement variation between CME and its clearing firms. Clearing firm guaranty fund contributions received in the form of cash or U.S. Treasury securities as well as the performance bond assets of a defaulting firm can be used to collateralize the facility. The line of credit provides for borrowings of up to $ 7.0 billion. At December 31, 2025, guaranty fund contributions available to collateralize the facility were $ 10.7  billion. CME has the option to request an increase in the line from $ 7.0 billion to $ 10.0 billion, subject to the approval of participating banks. In addition to the 364 -day fully secured, committed multi-currency line of credit, the company also has the option to use the $ 2.3 billion multi-currency revolving senior credit facility to provide liquidity for the clearing house in the unlikely event of default.
The company maintains committed repurchase facility agreements amounting to a total of $1.0 billion. The committed repurchase facilities provide access to cash, secured by non-cash collateral, in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house. The facilities are subject to annual renewal. The company currently does not have any borrowings outstanding under these facilities.
CME also maintains a committed facility of up to $ 750.0  million for foreign currency conversions. The committed foreign currency facility allows the clearing house to convert cash to another currency within generally accepted local market timeframes in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house. The facility is subject to annual renewal. The company currently does not have any foreign currency trades outstanding under this facility.
The clearing house is required under the U.S. Commodity Exchange Act to segregate cash and securities deposited by clearing firms from its clearing member customers. In addition, the clearing house requires segregation of all funds deposited by its clearing firms from operating funds.
Cash and non-cash deposits held as performance bonds and guaranty fund contributions at fair value at December 31, 2025 and 2024 were as follows:

  2025 2024
(in millions) Cash Non-Cash
Deposits
and
IEF Funds (1)
Cash Non-Cash
Deposits
and
IEF Funds (1)

Performance bonds $ 156,187.7   $ 186,748.9   $ 96,036.4   $ 191,241.1  
Guaranty fund contributions 2,736.1   8,474.3   2,343.5   7,977.2  
Cross-margin arrangements (2)
304.1   456.5   233.1   678.5  
Other (3)
428.2   2.1   282.4   2.1  
Total $ 159,656.1   $ 195,681.8   $ 98,895.4   $ 199,898.9  

  _______________
(1) IEF funds include customer-directed investments in IEF funds that are not included on the consolidated balance sheets.
(2) Cross-margin arrangements include collateral for the cross-margin accounts with OCC and FICC.
(3) Other includes collateral for delivery and accrued interest earned on collateral reinvestment due to the clearing firms.
Cash performance bonds may include intraday settlement, if any, that is owed to the clearing firms and paid the following business day. The balance of intraday settlements was $ 534.3 million and $ 198.4 million at December 31, 2025 and 2024,
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respectively. Intraday settlements may be invested on an overnight basis and are offset by an equal liability owed to clearing firms.
In addition to cash, securities and other non-cash deposits, irrevocable letters of credit may be used as performance bond deposits for clearing firms. At December 31, 2025 and 2024, these letters of credit, which are not included in the accompanying consolidated balance sheets, were as follows:

(in millions) 2025 2024
Performance bonds $ 4,405.3   $ 4,254.8  

Performance bond collateral for delivery 2,998.3   3,505.9  
Total Letters of Credit $ 7,403.6   $ 7,760.7  

All cash, securities and letters of credit posted as performance bonds are only available to meet the financial obligations of that clearing firm to the clearing house.

5. PROPERTY
A summary of the property accounts at December 31, 2025 and 2024 is presented below:

(in millions) 2025 2024 Estimated Useful Life

Building and building improvements $ 130.7   $ 130.7   1 - 10 years
Leasehold improvements 149.5   147.1   2 - 20 years
Furniture, fixtures and equipment 375.0   432.6   1 - 7 years
Software and software development costs 713.2   700.1   2 - 8 years
Total property 1,368.4   1,410.5  
Less accumulated depreciation and amortization ( 1,005.7 ) ( 1,024.3 )
Property, net $ 362.7   $ 386.2  

6. INTANGIBLE ASSETS AND GOODWILL
Intangible assets consisted of the following at December 31, 2025 and 2024:  

  2025 2024
(in millions) Assigned Value Accumulated
Amortization Net Book
Value Assigned Value Accumulated
Amortization Net Book
Value
Amortizable Intangible Assets:
Clearing firm, market data and other customer relationships $ 4,703.0   $ ( 2,557.5 ) $ 2,145.5   $ 4,683.5   $ ( 2,334.4 ) $ 2,349.1  

Technology-related intellectual property 62.5   ( 62.5 ) —   62.5   ( 62.5 ) —  
Other 73.9   ( 58.7 ) 15.2   71.1   ( 48.6 ) 22.5  
Total Amortizable Intangible Assets $ 4,839.4   $ ( 2,678.7 ) $ 2,160.7   $ 4,817.1   $ ( 2,445.5 ) $ 2,371.6  

Indefinite-Lived Intangible Assets:
Trade names 450.0   450.0  

Total Intangible Assets—Other, Net $ 2,610.7   $ 2,821.6  
Trading products (1)
$ 17,175.3   $ 17,175.3  

 _______________
(1) Trading products represent futures and options products acquired in our business combinations with CBOT Holdings, Inc., NYMEX Holdings, Inc. and The Board of Trade of Kansas City, Missouri, Inc. Clearing and transaction fees are generated through the trading of these products. These trading products, most of which have traded for decades, require authorization from the CFTC. Product authorizations from the CFTC have no term limits.
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The originally assigned useful lives for the amortizable intangible assets as of December 31, 2025 are as follows:

Clearing firm, market data and other customer relationships 5 - 30 years

Technology-related intellectual property 5 - 9 years
Other 3 - 24.5 years

Total amortization expense for intangible assets was $ 223.4 million , $ 221.7 million and $ 226.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the future estimated amortization expense related to amortizable intangible assets is expected to be as follows:  

(in millions)  
2026 $ 222.9  
2027 221.6  
2028 214.9  
2029 214.9  
2030 214.9  
Thereafter 1,071.5  

Goodwill activity consisted of the following for the years ended December 31, 2025 and 2024 :

(in millions) Goodwill
Balance at December 31, 2023 $ 10,495.3  
Foreign currency translation ( 8.4 )
Balance at December 31, 2024 10,486.9  
Foreign currency translation 27.8  
Balance at December 31, 2025 $ 10,514.7  

7. LONG-TERM INVESTMENTS
The company maintains various long-term investments as described below. The investments are recorded in other assets on the consolidated balance sheets.
FanDuel Prediction Markets Holdings LLC. The company owns 51 % of the equity interest in FanDuel Prediction Markets Holdings LLC (FanDuel Prediction Markets), and accounts for its investment in FanDuel Prediction Markets using the equity method of accounting. The FanDuel Prediction Markets joint venture was formed in December 2025 through capital contributions by FanDuel and CME Group. The joint venture was formed to launch a new prediction markets application that offers retail customers simplified event contracts based on major financial and economic benchmarks as well as on sports . The company contributed cash of $ 10.2  million to capitalize the joint venture. Also in connection with the transaction, the new entity recognized brand name intangible assets of $ 32.9  million. As a result, the company recognized a net gain of approximately $ 16.9  million upon the deconsolidation of the net assets contributed to the joint venture. The net gain is recognized in other non-operating income on the consolidated statements of net income during 2025. The carrying amount of the company's investment in FanDuel Prediction Markets was $ 25.3  million at December 31, 2025.
GME Holdings Limited. The company owns a 33 % interest in GME Holdings Limited (GME Holdings), and accounts for its investment in GME Holdings using the equity method of accounting. Dubai Mercantile Exchange (DME) was rebranded as the Gulf Mercantile Exchange (GME) in 2024 to reflect its position as the key regional commodities exchange in the Middle East. In June 2024, the company invested $ 3.5  million in GME Holdings in exchange for 3.5  million additional shares of GME. This transaction was immediately followed by a secondary share sale to a third party of 15.5  million shares for $ 15.5 million , which ultimately reduced our stake in GME Holdings from 50 % to 33 %. The company recognized a net gain of $ 9.2  million on the transaction as recorded in other non-operating income on the consolidated statements of income during 2024. The carrying amount of the company's investment in GME Holdings was $ 11.8 million at December 31, 2025. The company and GME Holdings maintain an agreement for Gulf Mercantile Exchange futures contracts to be exclusively traded on the CME Globex platform.
OSTTRA. In October 2025, S&P Global and CME Group completed the sale of OSTTRA, of which the company owned a 50 % equity interest, to investment funds managed by KKR & Co. Inc. OSTTRA is a provider of post-trade solutions for the over the counter market. The carrying amount of the company's investment in OSTTRA was $ 1.2  billion at September 30, 2025 and was included in other assets on the consolidated balance sheets prior to the sale. The company recognized a net gain of $ 306.1 million on the sale of OSTTRA in investment income on the consolidated statements of net income during 2025.
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S&P Dow Jones Indices LLC. The company owns a 27 % interest in S&P Dow Jones Indices LLC and accounts for its investment in S&P Dow Jones Indices LLC using the equity method of accounting. The carrying amount of the company's investment in S&P Dow Jones Indices LLC was $ 1.4 billion at December 31, 2025. The company has long-term exclusive licensing agreements with S&P Dow Jones Indices LLC to list products based on the Standard & Poor's Indices and Dow Jones Indices.
Shanghai CFETS-NEX International Money Broking Co., Ltd. The company owns a 33 % interest in Shanghai CFETS-NEX International Money Broking Co., Ltd. (CFETS) and accounts for its investment in CFETS using the equity method of accounting. The carrying amount of the company's investment in CFETS was $ 63.4 million at December 31, 2025.

8. DEBT
In March 2025, the Company completed an offering of $ 750.0  million of its 4.4 % fixed rate notes due March 2030 and also repaid the $ 750.0  million of 3 % fixed rate notes due March 2025.
Short-term debt consisted of the following at December 31, 2025 and 2024:

(in millions) 2025 2024

$750.0 million fixed rate notes due March 2025, stated rate of 3.00% (1)
$ —   $ 749.8  
Total short-term debt $ —   $ 749.8  
_______________
(1) The company maintained a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 3.11%.
  Long-term debt outstanding consisted of the following at December 31, 2025 and 2024:

(in millions) 2025 2024

$500.0 million fixed rate notes due June 2028, stated rate of 3.75%
$ 498.9   $ 498.5  
$750.0 million fixed rate notes due March 2030, stated rate of 4.4% 742.1   —  
$750.0 million fixed rate notes due March 2032, stated rate of 2.65% 744.6   743.7  
$750.0 million fixed rate notes due September 2043, stated rate of 5.30% (1)
744.6   744.3  
$700.0 million fixed rate notes due June 2048, stated rate of 4.15%
692.1   691.7  

Total long-term debt $ 3,422.3   $ 2,678.2  
 _______________
(1) The company maintained a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 4.73% .
Short term and long-term debt maturities, at par value were as follows as of December 31, 2025:

(in millions) Par Value
2026 $ —  
2027 —  
2028 500.0  
2029 —  
2030 750.0  
Thereafter 2,200.0  

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9. INCOME TAXES
The company is subject to regulation under a wide variety of U.S., federal, state and foreign tax laws and regulations. Income before income taxes and the income tax provision consisted of the following for the years ended December 31, 2025, 2024 and 2023:

(in millions) 2025 2024 2023
Income before income taxes:
Domestic $ 4,807.6   $ 4,305.9   $ 3,900.5  
Foreign 522.9   235.5   253.1  
Total $ 5,330.5   $ 4,541.4   $ 4,153.6  
Income tax provision:
Current:
Federal $ 920.7   $ 776.9   $ 751.7  
State 295.6   252.8   205.8  
Foreign 48.1   52.3   44.9  
Total 1,264.4   1,082.0   1,002.4  
Deferred:
Federal ( 25.8 ) ( 49.6 ) 21.9  
State 20.2   ( 17.0 ) ( 33.8 )
Foreign ( 0.5 ) 0.2   ( 63.1 )
Total ( 6.1 ) ( 66.4 ) ( 75.0 )
Total Income Tax Provision $ 1,258.3   $ 1,015.6   $ 927.4  

Reconciliation of the U.S. federal income tax provision and rate (statutory tax rate) to the effective tax rate is as follows:

2025 2024 2023
(amounts in millions) Amount Percent Amount Percent Amount Percent
U.S. federal statutory tax rate $ 1,119.4   21.0   % $ 953.7   21.0   % $ 872.2   21.0   %
State and local taxes, net of federal income tax effect (1)
221.0   4.1   % 186.2   4.1   % 147.3   3.5   %
Foreign tax effects:
United Kingdom
Gain on sale of investments ( 72.3 ) ( 1.3 ) % —   —   % ( 16.2 ) ( 0.4 ) %
Other ( 0.5 ) —   % ( 2.6 ) ( 0.1 ) % ( 5.4 ) ( 0.1 ) %
Other foreign jurisdictions 7.4   0.1   % 13.7   0.3   % ( 5.3 ) ( 0.1 ) %
Effect of cross-border tax laws:
Foreign derived intangible income deduction ( 88.2 ) ( 1.7 ) % ( 86.4 ) ( 1.9 ) % ( 69.9 ) ( 1.7 ) %
Subpart F income 59.5   1.1   % —   —   % 16.3   0.4   %
Other, net 12.0   0.3   % ( 49.0 ) ( 1.0 ) % ( 11.6 ) ( 0.3 ) %
Effective Tax Expense Benefit Rate $ 1,258.3   23.6   % 1,015.6   22.4   % 927.4   22.3   %
_______________
(1)     State taxes in Illinois made up the majority (greater than 50 percent) of the tax effect in this category.

In 2025, 2024 and 2023, the effective tax rates were higher than the statutory tax rate. The increases to the effective tax rate for the state taxes were partially offset by the foreign-derived intangible income (FDII) deduction.

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At December 31, 2025 and 2024, deferred income tax assets (liabilities) consisted of the following: 

(in millions) 2025 2024
Deferred Income Tax Assets:
Net operating losses $ 4.5   $ 5.3  
Property —   12.8  
Accrued expenses, compensation, leases and other 119.7   123.9  
Subtotal 124.2   142.0  
Valuation allowance —   —  
Total deferred income tax assets 124.2   142.0  
Deferred Income Tax Liabilities:
Purchased intangible assets ( 5,224.3 ) ( 5,240.6 )
Other ( 117.6 ) ( 114.1 )
Property ( 6.8 ) —  
Total deferred income tax liabilities ( 5,348.7 ) ( 5,354.7 )
Net Deferred Income Tax Liabilities $ ( 5,224.5 ) $ ( 5,212.7 )
Reported as:
Net non-current deferred tax assets $ 17.7   $ 34.1  
Net non-current deferred tax liabilities ( 5,242.2 ) ( 5,246.8 )
Net Deferred Income Tax Liabilities $ ( 5,224.5 ) $ ( 5,212.7 )

A valuation allowance is recorded when it is more-likely-than-not that some portion or all of the deferred income tax assets may not be realized. The ultimate realization of the deferred income taxes depends on the ability to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdictions.
At December 31, 2025, the company had domestic income tax loss carryforwards of $ 21.3  million of which $ 19.3  million will expire between 2030 and 2036 and $ 2.0  million can be carried forward indefinitely. These amounts primarily relate to losses from the acquisition of NEX Group plc and the acquisition of Pivot, Inc. At December 2025, the company determined that it was more-likely-than-not that certain foreign deferred income tax assets will be fully realized. No valuation allowance was recorded at December 31, 2025 and 2024.
The following is a summary of the company’s unrecognized tax benefits for the year ended December 31, 2025, 2024 and 2023:

(in millions) 2025 2024 2023
Gross unrecognized tax benefits $ 294.8   $ 251.6   $ 264.1  
Unrecognized tax benefits, net of tax impacts in other jurisdictions 272.2   238.1   251.9  
Interest and penalties related to uncertain tax positions 29.9   18.8   16.6  
Interest and penalties recognized on the consolidated statements of income 11.1   2.1   ( 4.0 )

A reconciliation of the beginning and ending amounts of gross unrecognized tax benefits is as follows:

(in millions) 2025 2024 2023
Balance at January 1 $ 251.6   $ 264.1   $ 280.3  
Additions based on tax positions related to the current year 26.2   12.0   10.0  
Additions for tax positions of prior years 27.0   3.9   4.3  
Reductions for tax positions of prior years ( 5.1 ) ( 17.7 ) ( 8.0 )
Reductions resulting from the lapse of statutes of limitations ( 4.9 ) ( 5.6 ) ( 5.2 )
Settlements with taxing authorities —   ( 5.1 ) ( 17.3 )
Balance at December 31 $ 294.8   $ 251.6   $ 264.1  

The company is subject to U.S. federal income tax as well as income taxes in Illinois and multiple other state, local and foreign jurisdictions. As of December 31, 2025, substantially all federal income tax matters have been concluded through 2016 other than the Section 199 deduction, all United Kingdom income tax matters have been concluded through 2023, and all state income tax matters have been concluded through 2019.

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The following is a summary of income taxes paid (net of refunds) by jurisdiction at December 31, 2025, 2024 and 2023:

(in millions) 2025 2024 2023
Federal $ 910.2   $ 859.3   $ 782.0  
State 219.9   292.0   247.2  
Foreign 33.9   45.2   42.5  
Total $ 1,164.0   $ 1,196.5   $ 1,071.7  

Income taxes paid (net of refunds) exceeded 5 percent of total income taxes paid (net of refunds) in the following jurisdictions:

(in millions) 2025 2024 2023
State and City:
Illinois $ 122.6   $ 171.3   $ 126.0  
New York and New York City 83.0   93.2   97.7  

10. EMPLOYEE BENEFIT PLANS
Pension Plans. CME maintains a non-contributory defined benefit cash balance pension plan for eligible employees. CME's plan provides for a pay-based credit added to the cash balance account based on age and earnings and includes salary and cash bonuses in the definition of earnings. Employees who have completed a continuous 12-month period of employment and have reached the age of 21 are eligible to participate. Participant cash balance accounts receive an interest credit equal to the greater of the one-year constant maturity yield for U.S. Treasury notes or 4.0 %. Participants become vested in their accounts after three years of service. The measurement date used for the plan is December 31.
The following is a summary of the change in projected benefit obligation:

(in millions) 2025 2024
Balance at January 1 $ 364.0   $ 351.5  
Service cost 22.2   21.9  
Interest cost 21.3   18.8  
Actuarial (gain) loss 6.1   ( 9.8 )
Benefits paid ( 16.4 ) ( 18.4 )
Balance at December 31 $ 397.2   $ 364.0  

The aggregate accumulated benefit obligation was $ 366.4 million an d $ 335.6 million at December 31, 2025 and 2024, respectively.
The following is a summary of the change in fair value of plan assets:

(in millions) 2025 2024 2023
Balance at January 1 $ 367.5   $ 350.8   $ 331.7  
Actual return on plan assets 51.5   26.1   38.9  
Employer contributions —   9.0   3.0  
Benefits paid ( 16.4 ) ( 18.4 ) ( 22.8 )
Balance at December 31 $ 402.6   $ 367.5   $ 350.8  

The plan assets are classified into a fair value hierarchy in their entirety based on the lowest level of input that is significant to each asset or liability’s fair value measurement. Valuation techniques for level 2 assets use significant observable inputs such as quoted prices for similar assets, quoted market prices in inactive markets and other inputs that are observable or can be supported by observable market data.

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The fair value of each major category of plan assets as of December 31, 2025 and 2024 is indicated below:

(in millions) 2025 2024
Level 2:
Money market funds $ 7.1   $ 15.9  
Mutual funds:
Fixed income 189.8   168.1  
U.S. equity 148.9   137.3  
Foreign equity 56.8   46.2  

Total $ 402.6   $ 367.5  

At December 31, 2025 and 2024, the fair value of pension plan assets exceeded the pension benefit obligation by $ 5.4 million and $ 3.5 million, respectively, and the excess was recorded as a non-current pension asset in other assets.
CME's funding goal is to have its pension plan 100 % funded at each year-end on a projected benefit obligation basis, while also satisf ying any minimum required contribution and obtaining the maximum tax deduction. Year-end 2025 assumptions have been used to project the assets and liabilities from December 31, 2025 to December 31, 2026. The company anticipates based on this projection that an additional contribution of $ 10.1 million in 2026 will be necessary for it to meet its funding goal. However, the amount of the actual contribution is contingent on various factors, including the actual rate of return on the plan assets during 2026 and the December 31, 2026 discount rate.
The components of net pension expense and the assumptions used to determine the end-of-year projected benefit obligation and net pension expense in aggregate at December 31, 2025, 2024 and 2023 are indicated below:

(in millions) 2025 2024 2023
Components of Net Pension Expense:
Service cost $ 22.2   $ 21.9   $ 21.1  
Interest cost 21.3   18.8   18.5  
Expected return on plan assets ( 25.6 ) ( 24.1 ) ( 21.6 )
Recognized net actuarial loss —   0.4   0.3  
Net Pension Expense $ 17.9   $ 17.0   $ 18.3  
Assumptions Used to Determine End-of-Year Benefit Obligation:
Discount rate 5.50   % 5.70   % 5.20   %
Rate of compensation increase 4.00   4.00   4.00  
Cash balance interest crediting rate 4.00   4.20   5.14  
Assumptions Used to Determine Net Pension Expense:
Discount rate 5.70   % 5.20   % 5.60   %
Rate of compensation increase 4.00   4.00   4.00  
Expected return on plan assets 7.25   7.25   6.75  
Interest crediting rate 4.20   5.14   4.75  

The discount rate for the plan was determined based on the market value of a theoretical settlement bond portfolio. This portfolio consisted of U.S. dollar denominated Aa-rated corporate bonds across the full maturity spectrum. A single equivalent discount rate was determined to align the present value of the required cash flow with that settlement value. The resulting discount rate was reflective of both the current interest rate environment and the plan's distinct liability characteristics.
The basis for determining the expected rate of return on plan assets for the plan is comprised of three components: historical returns, industry peers and forecasted return. The plan's total return is expected to equal the composite performance of the security markets over the long term. The security markets are represented by the returns on various domestic and international stock, bond and commodity indexes. These returns are weighted according to the allocation of plan assets to each market and measured individually.
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The overall objective of the plan is to achieve required long-term rates of return in order to meet future benefit payments. The component of the investment policy for the plan that has the most significant impact on returns is the asset mix. The asset mix has a minimum and maximum range depending on asset class. The plan assets are diversified to minimize the risk of large losses by any one or more individual assets. Such diversification is accomplished, in part, through the selection of asset mix and investment management. The asset allocation for the plan, by asset category, at December 31, 2025 and 2024 was as follows:

2025 2024
Fixed income 47.1   % 45.7   %
U.S. equity 37.0   37.4  
Foreign equity 14.1   12.6  
Money market funds 1.8   4.3  

For 2026 , management expects the fixed income asset class to be approximately 50 % of the portfolio. The target allocation for the equity asset classes is expected to be approximately 50 % of the portfolio.
At times, the company may determine that it is necessary to place some assets in cash equivalent investments in order to pay expected plan liabilities. Given this, the actual asset allocation for the plan may not fall within the target allocation ranges from time to time.
According to the plan's investment policy, the plan is not allowed to invest in securities that compromise independence, short sales of securities directly owned by the plan, securities purchased on margin or other uses of borrowed funds, derivatives not used for hedging purposes, restricted stock or illiquid securities or any other transaction prohibited by employment laws. If the plan directly invests in short-term and long-term debt obligations, the investments are limited to obligations rated at the highest rating category by Standard & Poor's or Moody's.
The pre-tax balance and activity of actuarial losses for the pension plan, which are included in other comprehensive income (loss), for 2025 are as follows:

(in millions) Actuarial
Loss
Balance at January 1 $ 20.8  
Unrecognized net loss (gain) for the period ( 19.8 )
Recognized as a component of net pension expense —  
Balance at December 31 $ 1.0  

At December 31, 2025, anticipated benefit payments from the plan in future years are as follows:

(in millions)
2026 $ 37.8  
2027 38.0  
2028 38.9  
2029 39.8  
2030 40.6  
2031-2035 205.6  

Savings Plans. CME maintains a defined contribution savings plan pursuant to Section 401(k) of the Internal Revenue Code, whereby all U.S. employees are participants and have the option to contribute to this plan. CME matches employee contributions up to 3 % of the employee's base salary and may make additional discretionary contributions.
In addition to the plan for U.S. employees, the company maintains defined contribution savings plans for employees in international locations.
Aggregate expense for all of the defined contribution savings plans amount ed to $ 22.0 million, $ 20.8 million and $ 19.7 million in 2025, 2024 and 2023, respectively.
CME Non-Qualified Plans. CME maintains non-qualified plans, under which participants may make assumed investment choices with respect to amounts contributed on their behalf. Although not required to do so, CME invests such contributions in assets that mirror the assumed investment choices. The balances in these plans are subject to the claims of general creditors of the company and totaled $ 116.3 million and $ 104.2 million at December 31, 2025 and 2024, respectively. Although the value of the plans is recorded as an asset in marketable securities on the consolidated balance sheets, there is an equal and offsetting
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liability. The investment results of these plans have no impact on net income as the investment results are recorded in equal amounts to both investment income and compensation and benefits expense. The non-qualified plans include the following:
Supplemental Savings Plan. CME maintains a supplemental plan to provide benefits for employees who have been impacted by statutory limits under the provisions of the qualified pension and savings plan. Employees in this plan are subject to the vesting requirements of the underlying qualified plans.
Deferred Compensation Plan. A deferred compensation plan is maintained by CME, under which eligible employees and members of the board of directors may contribute a percentage of their compensation and defer income taxes thereon until the time of distribution.

11. LEASES
Leases. The company has operating leases for datacenters and corporate offices. The operating leases have remaining lease terms of up to 12 years, some of which include options to extend or renew the leases for up to an additional five years, and some of which include options to early terminate the leases in less than 12 months. Management evaluates the exercisability of these options at least quarterly in order to determine whether the contract term must be reassessed. For a small number of the leases, primarily the international locations, management's approach is to enter into short-term leases for a lease term of 12 months or less in order to provide for greater flexibility in the local environment. For certain office spaces, the company has entered into arrangements to sublease excess space to third parties, while the original lease contract remains in effect with the landlord.
The company also has one finance lease, which is related to the sale of our datacenter in March 2016. In connection with the sale, the company leased back a portion of the property. The sale leaseback transaction was recognized under the financing method and not as a sale leaseback arrangement.
The right-of-use lease asset is recorded within other assets, and the present value of the lease liability is recorded within other liabilities (segregated between short-term and long-term) on the consolidated balance sheets. The discount rate applied to the lease payments represents the company's incremental borrowing rate. The company has elected to utilize the short-term lease exception as prescribed in the leasing standard, such that the company has not capitalized on the balance sheet a lease asset or lease liability for leasing arrangements with a contractual term of 12 months or less from the lease commencement date.
The components of lease costs were as follows for the years ended December 31, 2025 and 2024:

(in millions) 2025 2024
Operating lease expense:
Operating lease cost $ 38.6   $ 51.4  
Short-term lease cost 0.4   0.4  
Total operating lease expense included in other expense $ 39.0   $ 51.8  

Finance lease expense:
Interest expense $ 1.9   $ 2.2  
Depreciation expense 8.7   8.7  
Total finance lease expense $ 10.6   $ 10.9  

Sublease revenue included in other revenue $ 13.8   $ 9.8  

Supplemental cash flow information related to leases was as follows for years ended December 31, 2025 and 2024:

(in millions) 2025 2024
Cash outflows for operating leases $ 59.3   $ 73.7  
Cash outflows for finance leases 17.5 17.4

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Supplemental balance sheet information related to leases was as follows as of December 31, 2025 and 2024:
Operating leases

(in millions) 2025 2024
Operating lease right-of-use assets $ 210.3   $ 231.1  

Operating lease liabilities:
Other current liabilities $ 46.8   $ 44.7  
Other liabilities 237.4   289.3  
Total operating lease liabilities $ 284.2   $ 334.0  

Weighted average remaining lease term (in months) 99 106
Weighted average discount rate 4.1   % 4.2   %

Finance leases
(in millions) 2025 2024
Finance lease right-of-use assets $ 45.5   $ 54.2  

Finance lease liabilities:
Other current liabilities $ 9.0   $ 8.7  
Other liabilities 41.7   50.7  
Total finance lease liabilities $ 50.7   $ 59.4  

Weighted average remaining lease term (in months) 63 75
Weighted average discount rate 3.5   % 3.5   %

Future minimum lease payments were as follows as of December 31, 2025 for operating and finance leases:

(in millions) Operating Leases
2026 $ 57.1  
2027 49.7  
2028 44.0  
2029 33.3  
2030 32.3  
Thereafter 111.4  
Total lease payments 327.8  
Less: imputed interest ( 43.6 )
Present value of lease liability $ 284.2  
        

(in millions) Finance Lease
2026 $ 17.6  
2027 17.8  
2028 17.9  
2029 18.1  
2030 18.3  
Thereafter 4.6  
Total lease payments 94.3  
Less: imputed interest ( 43.6 )
Present value of lease liability $ 50.7  

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