10-K – 2026-02-26 – cme-20251231.htm

12. CONTINGENCIES
Legal and Regulatory Matters. In the normal course of business, the company discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiry and oversight. These matters could result in censures, fines, penalties or other sanctions. Management believes the outcome of any resulting actions will not have a material impact on the company's consolidated financial position or results of operations. However, the company is unable to predict the outcome or the timing of the ultimate resolution of these matters, or the potential fines, penalties or injunctive or other equitable relief, if any, that may result from these matters.
A putative class action complaint was filed January 15, 2014 in the Circuit Court of Cook County, Chancery Division, against CME Group Inc. and the Board of Trade of the City of Chicago, Inc. The plaintiffs, certain Class B shareholders of CME Group and Class B members of CBOT, allege breach of contract and breach of the implied covenant of good faith and fair dealing for violations of their core rights granted in the defendants’ respective Certificates of Incorporation. On December 2, 2021, the court granted the plaintiffs’ motion for certification of a damages-only class. In early 2024, the defendants moved for summary judgment on all claims. On April 16, 2025, the court granted the motion in part and denied the motion in part, and set the remaining claims for a jury trial. After a three week trial, on July 25, 2025, the jury returned a unanimous verdict in favor of the defendants on all counts. Plaintiffs have filed a post-trial motion seeking a new trial, and we expect the plaintiffs to appeal the verdict should the post-trial motions be denied.
In addition, the company is a defendant in, and has potential for, various other legal proceedings arising from its regular business activities. While the ultimate results of such proceedings against the company cannot be predicted with certainty, the company believes that the resolution of any of these matters on an individual or aggregate basis will not have a material impact on its consolidated financial position or results of operations. No accrual was required for contingent legal and regulatory matters as none were probable and estimable as o f December 31, 2025 and 2024.
Intellect ual Property Indemnifications. Certain agreements with customers and other third parties related to accessing the CME Group platforms, utilizing market data services and licensing CME SPAN and SPAN 2 software may contain indemnifications from intellectual property claims that may be made against them as a result of their use of the applicable products and/or services. The potential future claims relating to these indemnifications cannot be estimated and therefore no liability has been recorded.

13. GUARANTEES
Mutual Offset Agreement. CME and Singapore Exchange Limited (SGX) maintain a mutual offset agreement with a current term through April 2027. This agreement enables market participants to open a futures position on one exchange and liquidate it on the other. The term of the agreement will automatically renew for a two-year period after April 2027 unless either party provides advance notice of its intent to terminate. CME can maintain collateral in the form of irrevocable standby letters of credit. At December 31, 2025, CME was contingently liable to SGX on irrevocable letters of credit totaling $ 400.0 million . CME also maintains a $ 350.0  million line of credit to meet its obligations under this agreement. Regardless of the collateral, CME guarantees all cleared transactions submitted through SGX and would initiate procedures designed to satisfy these financial obligations in the event of a default, such as the use of performance bonds and guaranty fund contributions of the defaulting clearing firm. Management has assessed the fair value of the company's guarantee liability under this mutual offset agreement 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 firm 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 .
Family Farmer and Rancher Protection Fund. In 2012, the company established the Family Farmer and Rancher Protection Fund (the Fund). The Fund is designed to provide payments, up to certain maximum levels, to family farmers, ranchers and other agricultural industry participants who use the company's agricultural products and who suffer losses to their segregated account balances due to their CME clearing member becoming insolvent. Under the terms of the Fund, farmers and ranchers are eligible for up to $ 25,000 per participant. Farming and ranching cooperatives are eligible for up to $ 100,000 per cooperative. The Fund has an aggregate maximum payment amount of $ 100.0 million. Since its establishment, the Fund has made payments of approximately $ 2.0 million, which leaves $ 98.0 million available for future claims. If payments to participants were to exceed this amount, payments would be pro-rated. Clearing firms and customers must register in advance with the company and provide certain documentation in order to substantiate their eligibility . The company believes that its guarantee liability is nominal and therefore has not recorded any liability at December 31, 2025.

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14. CAPITAL STOCK
Shares Outstanding. The following table presents information regarding capital stock:

  December 31,
(in thousands) 2025 2024
Preferred stock authorized 10,000 10,000
Preferred stock issued and outstanding 4,584 4,584
Class A common stock authorized 1,000,000 1,000,000
Class A common stock issued and outstanding 358,950 359,602
Class B-1 common stock authorized, issued and outstanding 0.6 0.6
Class B-2 common stock authorized, issued and outstanding 0.8 0.8
Class B-3 common stock authorized, issued and outstanding 1.3 1.3
Class B-4 common stock authorized, issued and outstanding 0.4 0.4

Preferred Stock. CME Group has approximately 4.6  million shares of Series G Non-Voting Convertible Preferred Stock (Series G preferred stock) outstanding. The Series G preferred stock is non-voting and is convertible into Class A common stock at a specified conversion rate, which is initially 1:1. The Series G preferred stock ranks on a parity basis with the Class A common stock with respect to dividend and liquidation rights and therefore participates in the earnings and losses of CME Group on the same basis as Class A common stock.
Associated Trading Rights. Members of CME, CBOT, NYMEX and COMEX own or lease trading rights which entitle them access to open outcry trading, discounts on trading fees and the right to vote on certain matters as provided for by the rules of the particular exchange and CME Group's or the subsidiary's organizational documents. Each class of CME Group Class B common stock is associated with a membership in a specific division for trading at CME. A CME trading right is a separate asset that is not part of or evidenced by the associated share of Class B common stock of CME Group. The Class B common stock of CME Group is intended only to ensure that the Class B shareholders of CME Group retain rights with respect to the election of six members to the board of directors and approval rights with respect to the core rights described below.
Trading rights at CBOT are evidenced by Class B memberships in CBOT, at NYMEX by Class A memberships in NYMEX and at COMEX by COMEX Division Memberships. Members of CBOT, NYMEX and COMEX do not have any rights to elect members of the board of directors and are not entitled to receive dividends or other distributions on their memberships or trading permits.
Core Rights. Holders of CME Group Class B common shares have the right to approve changes in specified rights relating to the trading privileges at CME associated with those shares. These core rights relate primarily to trading right protections, certain trading fee protections and certain membership benefit protections. Votes on changes to these core rights are weighted by class. Each class of Class B common stock has the following number of votes on matters relating to core rights: Class B-1, six votes per share; Class B-2, two votes per share; Class B-3, one vote per share; and Class B-4, 1/6th of one vote per share. The approval of a majority of the votes cast by the holders of shares of Class B common stock is required in order to approve any changes to core rights. Holders of shares of Class A common stock do not have the right to vote on changes to core rights.
Voting Rights. With the exception of the matters reserved to holders of CME Group Class B common stock, holders of CME Group common stock vote together on all matters for which a vote of common shareholders is required. In these votes, each holder of shares of Class A or Class B common stock of CME Group has one vote per share. The holder of Series G preferred stock does not have any voting rights.
Transfer Restrictions. Each class of CME Group Class B common stock is subject to transfer restrictions contained in the Certificate of Incorporation of CME Group. These transfer restrictions prohibit the sale or transfer of any shares of Class B common stock separate from the sale of the associated trading rights.
Election of Directors. The CME Group board of directors is currently comprised of 19 members. Holders of Class B-1, Class B-2 and Class B-3 common stock have the right to elect six directors, of which three are elected by Class B-1 shareholders, two are elected by Class B-2 shareholders and one is elected by Class B-3 shareholders. The remaining directors are elected by the Class A and Class B shareholders voting as a single class.
Dividends. Holders of Class A and Class B common stock and Series G preferred stock of CME Group are entitled to receive proportionately such dividends, if any, as may be declared by the CME Group board of directors.
CME Group Omnibus Stock Plan. CME Group has adopted an Omnibus Stock Plan under which stock-based awards may be made to employees. A total of 40.2 million Class A common stock shares have been reserved for awards under the plan.
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Awards totaling 26.2 million shares have been granted and are outstanding or have been exercised under this plan at December 31, 2025 (See note 15 for further discussion).
Director Stock Plan. CME Group has adopted a Director Stock Plan under which awards are made to non-executive directors as part of their annual compensation. The number of Class A available shares reserved under the plan is 725,000 , and approximately 499,187 shares have been awarded through December 31, 2025.
Employee Stock Purchase Plan. CME Group has adopted an Employee Stock Purchase Plan (ESPP) under which employees may purchase Class A shares at 90 % of the market value of the shares using after-tax payroll deductions. The number of Class A shares reserved under the plan is 800,000 , of which approximately 542,871 shares have been purchased through December 31, 2025 (See note 15 for further discussion).
Share Repurchase Program. The company maintains a share repurchase program (the Share Repurchase Program), which authorizes the company to repurchase up to $ 3.0  billion of CME Group Class A common stock at prevailing market prices. As of December 31, 2025, the remaining aggregate authorized amount is $2.7 billion.
The timing of any repurchases and the number of shares repurchased under the Share Repurchase Program are within the discretion of CME Group and may be affected by various factors, including general market and economic conditions; the market price of the Class A common stock; CME Group’s earnings, financial condition, capital requirements and levels of indebtedness; legal requirements; and other considerations. The Share Repurchase Program has no expiration date, does not obligate CME Group to acquire any particular amount of Class A common stock and may be modified, suspended or terminated at any time.
The repurchases are funded from existing cash balances and may be made from time to time on the open market, through established trading plans, in privately-negotiated transactions or otherwise in accordance with all applicable securities laws, rules, and regulations. Shares repurchased under the Share Repurchase Program are retired and cancelled.

Year Ended December 31, 2025
Number of shares of Class A common stock repurchased 962,603
Average price paid per share $ 274.36  
Total purchase price (in millions) $ 264.1  

15. STOCK-BASED PAYMENTS
CME Group adopted an Omnibus Stock Plan under which stock-based awards may be made to employees. A total of 40.2  million Class A shares have been reserved for awards under the plan. Awards totaling 26.2  million shares have been granted and are outstanding or have been exercised under the plan as of December 31, 2025. Awards granted generally vest over a four-year period, with 25 % vesting one year after the grant date and on that same date in each of the following three years.
Total compensation expense for all stock-related awards (including ESPP) and total income tax benefit recognized on the consolidated statements of income for these awards at December 31, 2025, 2024 and 2023 were as follows:

(in millions) 2025 2024 2023
Compensation expense $ 95.6   $ 90.4   $ 83.7  
Income tax benefit recognized 20.0   19.2   14.2  

At December 31, 2025, there was $ 148.6 million of total unrecognized compensation expense related to employee stock-based compensation arrangements that had not yet vested. The total unrecognized expense is expected to be recognized over a weighted average period of 2.2 years.
In 2025, the company granted 304,784 shares of restricted Class A common stock and restricted stock units with respect to 11,072 shares of Class A common stock. Restricted common stock and restricted stock units generally have a vesting period of two to four years. The fair value related to these grants was $ 81.8 million, which is recognized as compensation expense on an accelerated basis over the vesting period. Dividends are accrued on restricted Class A common stock and restricted stock units and are paid once the restricted stock vests. In 2025, the company also granted 71,420 performance shares. The fair value related to these grants was $ 22.5 million, which is recognized as compensation expense on a straight-lined basis over the vesting period. The vesting of these shares is contingent on meeting stated performance or market conditions, generally measured over a three-year period.
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The following table summarizes restricted stock, restricted stock units and performance shares activity for 2025:

Number of Shares Weighted
Average
Grant Date
Fair Value
Outstanding at December 31, 2024 1,087,358   $ 219  
Granted 387,276   269  
Vested ( 267,737 ) 218  
Cancelled ( 170,301 ) 226  
Outstanding at December 31, 2025 1,036,596   236  

The total fair value of restricted stock, restricted stock units and performance shares that vested during 2025, 2024 and 2023 was $ 69.7 million, $ 61.4 million and $ 49.6 million, respectively.
Under the ESPP, eligible employees may acquire shares of Class A common stock using after-tax payroll deductions made during consecutive offering periods of approximately six months in duration. Shares are purchased at the end of each offering period at a price of 90 % of the closing price of the Class A common stock as reported on the Nasdaq Global Select Market. Compensation expense is recognized on the dates of purchase for the discount from the closing price. In 2025, 2024 and 2023, a total of 32,304 , 37,466 and 40,960 shares, respectively, of Class A common stock were issued to participating employees. These shares are subject to a six-month holding period. Annual expense of $ 0.9 million, $ 0.8 million, and $ 0.8 million for the purchase discount was recognized in 2025, 2024 and 2023, respectively.
Non-executive directors receive an annual award of Class A common stock with a value equal to $ 145,000 . Non-executive directors could also elect to receive some or all of the cash portion of their annual stipend, up to $ 95,000 , in shares of stock based on the closing price at the date of distribution. As a result, 10,964 shares, 18,901 shares and 19,966 shares of Class A common stock were issued to non-executive directors during 2025, 2024 and 2023, respectively. These shares are not subject to any vesting restrictions. Expense of $ 3.3 million, $ 3.6 million, and $ 3.6 million related to these stock-based payments was recognized for the years ended December 31, 2025, 2024 and 2023, respectively.

16. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following tables present changes in the accumulated balances for each component of other comprehensive income (loss), including current period other comprehensive income and reclassifications out of accumulated other comprehensive income (loss):

(in millions) Investment Securities Defined Benefit Plans Derivative Investments Foreign Currency Translation Total
Balance at December 31, 2024 $ ( 0.3 ) $ ( 14.1 ) $ 59.3   $ ( 150.4 ) $ ( 105.5 )
Other comprehensive income before reclassifications and income tax benefit (expense) 0.4   19.7   —   163.2   183.3  

Amounts reclassified from accumulated other comprehensive income —   ( 0.3 ) ( 4.1 ) 23.6   19.2  
Income tax benefit (expense) ( 0.1 ) ( 5.0 ) 1.0   ( 11.0 ) ( 15.1 )
Net current period other comprehensive income 0.3   14.4   ( 3.1 ) 175.8   187.4  
Balance at December 31, 2025 $ —   $ 0.3   $ 56.2   $ 25.4   $ 81.9  

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(in millions) Investment Securities Defined Benefit Plans Derivative Investments Foreign Currency Translation Total
Balance at December 31, 2023 $ ( 0.4 ) $ ( 23.4 ) $ 62.0   $ ( 93.8 ) $ ( 55.6 )
Other comprehensive income before reclassifications and income tax benefit (expense) 0.2   12.2   —   ( 61.0 ) ( 48.6 )
Amounts reclassified from accumulated other comprehensive income —   0.1   ( 3.6 ) 2.2   ( 1.3 )
Income tax benefit (expense) ( 0.1 ) ( 3.0 ) 0.9   2.2   —  
Net current period other comprehensive income 0.1   9.3   ( 2.7 ) ( 56.6 ) ( 49.9 )
Balance at December 31, 2024 $ ( 0.3 ) $ ( 14.1 ) $ 59.3   $ ( 150.4 ) $ ( 105.5 )

(in millions) Investment Securities Defined Benefit Plans Derivative Investments Foreign Currency Translation Total
Balance at December 31, 2022 $ ( 0.9 ) $ ( 22.8 ) $ 64.7   $ ( 174.3 ) $ ( 133.3 )
Other comprehensive income before reclassifications and income tax benefit (expense) 0.6   ( 0.9 ) —   70.8   70.5  
Amounts reclassified from accumulated other comprehensive income —   0.1   ( 3.6 ) 9.7   6.2  
Income tax benefit (expense) ( 0.1 ) 0.2   0.9   —   1.0  
Net current period other comprehensive income 0.5   ( 0.6 ) ( 2.7 ) 80.5   77.7  
Balance at December 31, 2023 $ ( 0.4 ) $ ( 23.4 ) $ 62.0   $ ( 93.8 ) $ ( 55.6 )

17. FAIR VALUE MEASUREMENTS
The company uses a three-level classification hierarchy of fair value measurements for disclosure purposes:
• 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.
The company’s level 1 assets generally include investments in publicly traded mutual funds, equity securities and corporate debt securities with quoted market prices. In general, the company uses quoted prices in active markets for identical assets to determine the fair value of marketable securities.
The company’s level 2 assets and liabilities generally consist of long-term debt notes. The fair values of the long-term debt notes were based on quoted market prices in an inactive market.
The company’s level 3 assets and liabilities include certain investments that were adjusted to fair value.

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Recurring Fair Value Measurements. Financial assets recorded at fair value on the consolidated balance sheets as of December 31, 2025 and 2024 were classified in their entirety based on the lowest level of input that was significant to each asset's fair value measurement.
Financial Instruments Measured at Fair Value on a Recurring Basis:

  December 31, 2025
(in millions) Level 1 Level 2 Level 3 Total
Assets at Fair Value:
Marketable securities:
Corporate debt securities $ 7.5   $ —   $ —   $ 7.5  
Mutual funds 116.3   —   —   116.3  
Equity securities 1.2   —   —   1.2  

Total Marketable Securities 125.0   —   —   125.0  

Total Assets at Fair Value $ 125.0   $ —   $ —   $ 125.0  

  December 31, 2024
(in millions) Level 1 Level 2 Level 3 Total
Assets at Fair Value:
Marketable securities:
Corporate debt securities $ 8.8   $ —   $ —   $ 8.8  
Mutual funds 104.2   —   —   104.2  
Equity securities 0.2   —   —   0.2  

Total Marketable Securities 113.2   —   —   113.2  

Total Assets at Fair Value $ 113.2   $ —   $ —   $ 113.2  

N on-Recurring Fair Value Measurements. During 2025, the company recognized a net unrealized gain of $ 1.4 million on an equity investment without readily determinable fair value. The fair value of this investment was estimated to be $ 10.2 million at December 31, 2025. This fair value assessment was based on quantitative factors, including observable price changes. The fair value measurement of this investment is considered level 3 and non-recurring. This investment is included in other assets on the consolidated balance sheet.
Fair Values of Debt Notes. The follo wing presents the estimated fair values of short-term and long-term debt notes, which are carried at amortized cost on the consolidated balance sheets. The fair values below are classified as level 2 under the fair value hierarchy and were estimated using quoted market prices in inactive markets.
At December 31, 2025, the fair values were as follows:

(in millions) Fair Value Level

$500.0 million fixed rate notes due June 2028 $ 501.6   Level 2
$750.0 million fixed rate notes due March 2030 763.0   Level 2
$750.0 million fixed rate notes due March 2032 685.2   Level 2
$750.0 million fixed rate notes due September 2043 754.1   Level 2
$700.0 million fixed rate notes due June 2048 588.9   Level 2

18. SEGMENT REPORTING
The company's business is conducted through one reportable business segment, CME Group consolidated. The company has one operating segment as this is the level at which resource allocation and operating decisions regarding company performance are evaluated and determined by the senior leadership team.
The company’s chief operating decision maker (CODM) is the senior leadership team that includes the Chairman and Chief Executive Officer, Chief Information Officer, Senior Managing Director Global Head of Fixed Income, President and Chief Financial Officer, Senior Managing Director and General Counsel, Senior Managing Director Global Head Equities, FX, and Alternative Products, Chief Human Resources Officer, Senior Managing Director Global Head of Commodities Markets, Chief Operating Officer and Global Head of Clearing, Chief Transformation Officer, and Chief Commercial Officer. The members of the senior leadership team represent a cross-functional group of management, which evaluates the company’s operating results in order to evaluate performance and make decisions about the company’s operating matters.
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The CODM reviews the financial results of CME Group consolidated on an ongoing basis throughout the year. As a single segment, the segment profitability measure is consolidated net income. Consolidated net income informs key operating decisions as made by the CODM, which include bonus allocation, discretionary share-based awards, liquidity and cash needs, new product development, existing product expansion, and product discontinuation. Consolidated net income is deemed the best indicator of segment performance. Segment assets are not reported to, or used by, the CODM to allocate resources or to assess performance.
The CODM evaluates current period consolidated net income performance as compared to prior periods, budgeted results, and forecasts. The CODM reviews consolidated revenues as disaggregated by the following: clearing and transaction fees as a combination of rate per contract and average daily volume for each major asset class, market data fee revenue, and other revenue. The significant expense categories are consistent with those presented on the face of the consolidated statements of income. The components of non-operating income are also reviewed by the CODM. It is noted that the level of financial information provided to the CODM is consistent with the financial statement line items as disclosed in our consolidated statements of income.
The table below presents geographic locations with material revenue for the years ended December 31, 2025, 2024 and 2023 and geographic locations with material long-lived assets as of December 31, 2025 and 2024. Locations with revenue or long lived assets representing 10% or more of total revenue or long lived assets are considered to have material revenue or long lived assets.

Revenues (2)
Long-lived Assets (3)

(in millions) 2025 2024 2023 2025 2024
United States $ 4,456.0 $ 4,178.4 $ 3,797.5 $ 27,258.0 $ 27,433.5
United Kingdom (1)
760.7 714.7 647.0 3,444.4 3,467.6
Other foreign countries 1,303.9 1,237.0 1,134.4 46.8 50.9
Totals $ 6,520.6 $ 6,130.1 $ 5,578.9 $ 30,749.2 $ 30,952.0

_______________
(1) United Kingdom includes Great Britain and Northern Ireland.
(2) Revenues are classified based upon the location of the customer.
(3) Long-lived assets represent property, plant and equipment, indefinite-lived intangible assets, amortizable intangible assets, and other investments included in other assets. See Note 5 for further information on property. See Note 6 for further information on goodwill and other intangible assets. See Note 17 for further information on investments included in other assets. These assets are reported in the country where they are primarily used.

19. EARNINGS PER SHARE
The company uses the two-class method to calculate basic and diluted earnings per common share because its Series G preferred stock are participating securities. Under the two-class method, undistributed earnings are allocated to common stock and participating securities according to their respective rights in undistributed earnings, as if all of the earnings for the period had been distributed. Basic earnings per common share is computed by dividing the net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. Net income attributable to common shareholders is reduced for preferred stock dividends earned during the period. Series G preferred stock also receives a proportionate allocation of undistributed or overdistributed earnings for the period because Series G preferred stock has a contractual obligation to share in profits and losses of the company. Diluted earnings per share is computed by dividing the net income attributable to common shareholders by the weighted average number of common shares outstanding plus potentially dilutive common shares.
Anti-dilutive stock awards were as follows for the years presented:

(in thousands) 2025 2024 2023

Stock awards 71   89   455  
Total 71   89   455  

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The following table presents the earnings per share calculation for the years presented:

2025 2024 2023
Net Income Attributable to CME Group (in millions) $ 4,072.2   $ 3,525.8   $ 3,226.2  
Less: Preferred stock dividends ( 22.9 ) ( 47.7 ) ( 44.2 )
Less: (Undistributed earnings) overdistributed earnings allocated to preferred stock ( 28.3 ) 3.4   3.6  
Net Income Attributable to Common Shareholders of CME Group $ 4,021.0   $ 3,481.5   $ 3,185.6  

Weighted Average Common Shares Outstanding (in thousands):
Basic 359,648   359,389   359,023  

Effect of stock options and stock awards 662   555   477  
Diluted 360,310   359,944   359,500  
Earnings per Common Share Attributable to Common Shareholders of CME Group:
Basic $ 11.18   $ 9.69   $ 8.87  
Diluted 11.16   9.67   8.86  

20. SUBSEQUENT EVENTS
The company has evaluated subsequent events through the date the financial statements were issued. The company has determined that there were no subsequent events that require disclosure.

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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.  

ITEM 9A.    CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
As required by Rule 13a-15(d) under the Exchange Act, the company's management, including the company's Chief Executive Officer and Chief Financial Officer, have evaluated the company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to determine whether any changes occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting. There were no changes in the company’s internal control over financial reporting which occurred during the fourth quarter of 2025, that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system has been designed to provide reasonable assurance to management and the board of directors regarding the preparation and fair presentation of published financial statements.
Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2025. Management based its assessment on criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Management’s assessment included evaluating the design of our internal control over financial reporting and testing the operational effectiveness of our internal control over financial reporting. The results of its assessment were reviewed with the audit committee of the board of directors.
Based on this assessment, management believes that, as of December 31, 2025, our internal control over financial reporting is effective. The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP (PCAOB ID 42 ), an independent registered public accounting firm, as stated in the report on page 88.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of CME Group Inc.

Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CME Group Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
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Uncertain Tax Positions

Description of the Matter
As discussed in Note 9 to the consolidated financial statements, the Company had unrecognized income tax benefits of $294.8 million related to uncertain tax positions as of December 31, 2025. Uncertainty in a tax position may arise due to the application of complex tax regulations, among other considerations. In its accounting for uncertain tax positions the Company used significant judgment to (1) determine whether, based on the technical merits, the tax position is more likely than not to be sustained upon examination and (2) measure the amount of the tax benefit that qualifies for recognition.

Auditing management’s estimate of the Company’s uncertain tax positions that qualified for recognition was especially challenging because management’s estimate involved significant judgment in evaluating the technical merits of the positions, including interpretations of applicable tax laws and regulations, as well as in measuring the amount of the tax benefit that qualifies for recognition.

How We Addressed the Matter in Our Audit

We tested the Company’s controls that address the risk of material misstatement relating to the recognition and measurement of uncertain tax positions. For example, we tested controls over the Company’s assessment of the technical merits of tax positions and management’s process to measure the benefit of those tax positions that qualified for recognition, including management’s review of the inputs used in the calculations.

We also involved our tax professionals to evaluate the Company's uncertain tax positions. Our audit procedures included, among others, evaluating the assumptions the Company used to develop and measure its uncertain tax positions that qualified for recognition, as well as testing the completeness and accuracy of the underlying data used by management. We also assessed the technical merits and measurement of the Company’s uncertain tax positions by evaluating evolving interpretations of the tax regulations, together with the Company’s relevant correspondence with tax authorities and third-parties, which were used by the Company to recognize and measure its uncertain tax positions.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002.

Chicago, Illinois
February 26, 2026

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Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of CME Group Inc.

Opinion on Internal Control Over Financial Reporting
We have audited CME Group Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, CME Group Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a)(2) and our report dated February 26, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Chicago, Illinois
February 26, 2026

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ITEM 9B.    OTHER INFORMATION
Director and Officer Trading Plans and Arrangements

During the quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Interactive Data File Submission

The company is furnishing the information below solely for the purpose of including the required Inline XBRL tagging of the following disclosures: (1) “Item 1C. Cybersecurity” on pgs. 27-28 of the company’s annual report on Form 10-K for the fiscal year ended December 31, 2024 (2024 Form 10-K), filed with the SEC on February 27, 2025; (2) “Pay versus performance disclosure” on pgs. 87-91 and “Equity grant practices” on pgs. 68-69 of the company’s proxy statement on Schedule 14A, filed with the SEC on March 20, 2025 (2025 Proxy Statement); and (3) “Item 5. Other Information” on pgs. 31, 33 and 33 of the company’s quarterly reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, respectively (2025 Forms 10-Q). Other than the inclusion of Inline XBRL tagging, the disclosures below do not modify any information set forth in the 2024 Form 10-K, the 2025 Proxy Statement or the 2025 Forms 10-Q.

2024 Form 10-K

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 Global Informational Security (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.
The GIS Program is led by CME Group’s Chief Information Security Officer (CISO), who has worked in various roles in information security for over 20 years and has led our GIS Program for more than five years since joining the company in 2016 in a senior role in GIS. The CISO reports to our Chief Information Officer (CIO), a member of our Management Team. Our GIS team is comprised of over 200 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 ITIL certifications. As 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 (IRP), and consists of subject matter experts from GIS and Information Governance, who work together to monitor and respond to cybersecurity incidents. The IRP 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 (CMT) is responsible for oversight during an incident, in conjunction with the Cyber Coordination Team (CCT). The CCT 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 another member of our Management Team, to determine next steps, as well as possible customer and external communication. 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 CMT.

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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 (NIST) 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 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.
• 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.
2025 Proxy Statement
We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers, and employees, as well as by the company itself. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the company. A copy of our insider trading policy is filed with our most recent Annual Report on Form 10-K as Exhibit 19.1.

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PAY VERSUS PERFORMANCE

Year Summary Compensation Table Total for Terrence A. Duffy 1
($)
Compensation Actually Paid to Terrence A. Duffy 1,2,3
($)
Average Summary Compensation Table Total for Non-PEO NEOs 1
($)
Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($)
Value of Initial Fixed $100 Investment based on: 4
Net Income
($ Millions) Cash Earnings 5
($ Millions)

TSR
($) Peer Group TSR
($)

2024 $ 23,945,589   $ 26,813,826   $ 3,425,778   $ 3,983,777   $ 141.71   $ 172.05   $ 3,526   $ 3,865  
2023 23,468,000   34,175,281   3,803,969   4,637,219   122.76   148.62   3,226   3,573  
2022 22,943,077   12,471,976   3,408,739   1,212,892   93.50   122.06   2,691   3,088  
2021 22,924,737   26,891,265   3,321,407   4,505,841   121.26   140.56   2,637   2,583  
2020 16,118,467   12,115,067   3,046,801   1,882,475   93.66   117.40   2,106   2,572  

1 Terrence A. Duffy was our PEO for each year presented. The individuals comprising the Non-PEO named executive officers for each year presented are listed below.

2020 2021 2022 2023 2024

John W. Pietrowicz John W. Pietrowicz John W. Pietrowicz Lynne C. Fitzpatrick Lynne C. Fitzpatrick
Kevin D. Kometer Kevin D. Kometer Julie Holzrichter Julie Holzrichter Derek L. Sammann
Julie Holzrichter Julie Holzrichter Sean P. Tully Derek L. Sammann Julie M. Winkler

Sunil K. Cutinho Sunil K. Cutinho Sunil K. Cutinho Sunil K. Cutinho Sunil K. Cutinho
John W. Pietrowicz

2 The amounts shown for "Compensation Actually Paid" have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the company's NEOs. These amounts reflect the "Total" from the Summary Compensation Table with certain adjustments as described in footnote 3 below.
3 "Compensation Actually Paid" reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with Financial Accounting Standards Board ASC Topic 718. Amounts in the "Exclusion of Stock Awards" column are the amounts from the "Stock Awards" column set forth in the Summary Compensation Table . Amounts in the "Exclusion of Change in Pension Value" column reflect the amounts attributable to the "Change in Pension Value" reported in the Summary Compensation Table . Amounts in the "Inclusion of Pension Service Cost" are based on the service cost for services rendered during the listed year.

Year Summary Compensation Table Total for Terrence A. Duffy ($) Exclusion of Change in Pension Value for Terrence A. Duffy ($) Exclusion of Stock Awards for Terrence A. Duffy ($) Inclusion of Pension Service Cost for Terrence A. Duffy
($) Inclusion of Equity Values for Terrence A. Duffy ($) Compensation Actually Paid to Terrence A. Duffy ($)

2024 23,945,589 ( 58,832 ) ( 13,512,333 ) 26,185 16,413,217 26,813,826
2023 23,468,000 ( 55,146 ) ( 12,594,380 ) 24,427 23,332,380 34,175,281
2022 22,943,077   ( 36,092 ) ( 12,530,269 ) 25,060   2,070,200   12,471,976  
2021 22,924,737   ( 35,942 ) ( 11,563,324 ) 24,198   15,541,596   26,891,265  
2020 16,118,467   ( 45,422 ) ( 10,933,603 ) 23,466   6,952,159   12,115,067  

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Year Average Summary Compensation Table Total for Non-PEO NEOs ($) Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) Average Exclusion of Stock Awards for Non-PEO NEOs ($) Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) Average Inclusion of Equity Values for Non-PEO NEOs ($) Average Compensation Actually Paid to Non-PEO NEOs ($)

2024 3,425,778 ( 20,778 ) ( 1,773,691 ) 21,469 2,330,999 3,983,777
2023 3,803,969 ( 65,419 ) ( 2,082,032 ) 21,610 2,959,091 4,637,219
2022 3,408,739 0 ( 1,703,264 ) 26,028 ( 518,610 ) 1,212,892
2021 3,321,407 ( 28,338 ) ( 1,951,311 ) 24,227 3,139,856 4,505,841
2020 3,046,801 ( 72,079 ) ( 1,845,104 ) 22,351 730,507 1,882,475

The amounts in the "Inclusion of Equity Values" in the tables above are derived from the amounts set forth in the following tables:

Year Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Terrence A. Duffy
($) Change in
Fair Value from Last Day of
Prior Year to
Last Day of Year of Unvested Equity Awards
for Terrence
A. Duffy
($) Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Terrence A. Duffy
($) Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Terrence A. Duffy
($) Fair Value
at Last Day of Prior Year of Equity Awards Forfeited
During Year for
Terrence
A. Duffy
($) Value of Dividends or Other Earnings Paid on Stock
or Option
Awards Not Otherwise Included for Terrence
A. Duffy
($) Total - Inclusion of Equity Values for Terrence A. Duffy
($)

2024 7,395,740 2,137,573 6,566,926 312,978 0 0 16,413,217
2023 6,481,849 10,556,378 6,294,153 0 0 0 23,332,380
2022 6,530,171 ( 9,033,730 ) 5,461,954 ( 888,195 ) 0 0 2,070,200
2021 12,602,892 2,049,192 0 889,511 0 0 15,541,596
2020 6,433,902 ( 2,767,707 ) 4,962,787 ( 1,676,822 ) 0 0 6,952,159

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Year Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs
($) Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs
($) Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs
($) Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for
Non-PEO NEOs
($) Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for
Non-PEO NEOs
($) Total - Average Inclusion of Equity Values for Non-PEO NEOs
($)

2024 1,832,803 428,204 0 69,992 ( 261,945 ) 0 2,330,999
2023 1,547,777 1,525,158 0 148,101 ( 261,945 ) 0 2,959,091
2022 1,630,119 ( 2,021,505 ) 0 ( 127,224 ) 0 0 ( 518,610 )
2021 2,126,740 744,382 0 268,733 0 0 3,139,856
2020 1,923,248 ( 835,552 ) 0 ( 357,189 ) 0 0 730,507

4 The "Peer Group TSR" set forth in this table utilizes a custom group of peer companies, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the company and in the custom group of peer companies used in our performance graph, respectively. The custom peer group consists of: Cboe Global Markets Inc, Deutsche Boerse Ag, Intercontinental Exchange Inc, London Stock Exchange Group Plc and Nasdaq Inc. Historical stock performance is not necessarily indicative of future stock performance.
5 We determined cash earnings to be the most important financial performance measure used to link company performance to "Compensation Actually Paid" to our PEO and Non-PEO NEOs in 2024. More information about cash earnings can be found in the annual bonus section of the Compensation Discussion and Analysis beginning on page 60 .
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RELATIONSHIP BETWEEN PEO AND OTHER NEOS COMPENSATION ACTUALLY PAID AND COMPANY AND PEER GROUP TOTAL SHAREHOLDER RETURN
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company's and Peer Group's cumulative TSR over the five most recently completed fiscal years.

RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the five most recently completed fiscal years.

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RELATIONSHIP BETWEEN PEO AND OTHER NEOS COMPENSATION ACTUALLY PAID AND CASH EARNINGS
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Cash Earnings during the five most recently completed fiscal years.

TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES
The following table presents the financial performance measures that the company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2024 Company performance. The measures in this table are not ranked.

Cash Earnings
Relative TSR
Net Income Margin

EQUITY GRANT PRACTICES
The following is a summary of our equity grant practices and the role of the committee in approving awards:
• Our annual equity awards are granted on September 15th, or in the event the 15th is not a business day, the closest business day thereto. We do not time the grant of equity compensation in relation to the disclosure of material nonpublic information.
• At a meeting prior to the annual grant date, the committee approves the awards for the senior management group based upon the target equity opportunities and recommendations from the Chairman and Chief Executive Officer (for executives other than himself) using a pre-set calculation of a percentage of base salary to determine the award value. Actual awards are granted based on the previously approved award value and the closing price on the actual grant date. The committee receives a report of the actual awards at a subsequent meeting.
• The committee has delegated authority to the individual in the role of Chief Executive Officer to approve annual, sign-on, retention and initiative-based equity awards to employees below our senior management group other than our chief accounting officer, within parameters set by the committee. The committee is provided with an annual report on awards granted under such delegated authority.
• Our Omnibus Stock Plan and our Director Stock Plan prohibit the granting of options or stock appreciation rights below the market value on the date of grant, the repricing of existing awards, and payment of dividends on performance-based shares prior to the achievement of performance goals. Dividends relating to outstanding shares of unvested time-based restricted stock are accrued and paid out at vesting.
The equity targets for our named executive officers were established based upon a review of the nature of the responsibility of the position of the executive within CME Group, the competitive market data derived through our benchmarking practices and
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the ability of the employee to impact the overall growth and performance of CME Group based upon his or her role within the company. As discussed in more detail on page 63, we generally target total compensation in the 50th percentile of our peer group. Through competitive compensation analysis, we compare equity compensation on a standalone basis as well as part of an executive's overall total compensation.
The committee has the discretion to adjust the annual equity awards to distinguish for individual performance. The annual equity awards for the named executive officers were made at the target levels for 2024 and were comprised of 50% performance shares and 50% time-vested restricted stock. The performance shares, if earned, vest in full following the three-year performance period and the restricted shares vest ratably over a four-year period unless otherwise provided.

2025 Forms 10-Q

ITEM 5. OTHER INFORMATION

On February 18, 2025 , Jonathan Marcus , Senior Managing Director and General Counsel adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c). The plan provides for the potential sale of up to 6,568 shares of the company's Class A common stock. The actual number of shares sold under Mr. Marcus’ plan will depend on the number of shares delivered at the time that certain of his equity awards vest during the term of the plan following the fulfillment of tax withholding obligations and subject to other conditions as set forth in the plan.

The plan expires on March 31, 2026 or upon the earlier completion of all authorized transactions under the plan. In determining the number of shares that may be sold under the plan it is assumed that the performance shares vesting during the plan vest at target.

ITEM 5. OTHER INFORMATION

During the q uarter ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b-5 trading arrangement” as such terms are defined in Item 408(a) of Regulation S-K.

ITEM 5. OTHER INFORMATION

During the quarter ended September 30, 2025, no director or officer of the company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b-5 trading arrangement” as such terms are defined in Item 408(a) of Regulation S-K.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION S
Not applicable.

PART III  

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have adopted written codes of conduct applicable to all of our employees, including our Chairman and Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other senior financial officers. In accordance with SEC rules and regulations, copies of these codes of conduct are available on our website at www.cmegroup.com under the "Investor Relations — Corporate Governance" link. In accordance with SEC rules and regulations and the listing requirements of Nasdaq, we intend to disclose promptly on the website and location specified above any substantive amendments to these codes of conduct and any waivers granted to our executive officers or Board members. In addition, we have adopted Corporate Governance Principles which govern the practices of our board of directors. You may also obtain a copy of our codes of conduct and our Corporate Governance Principles by following the instructions in the section of this Annual Report on Form 10-K entitled "Item 1 - Business - Available Information." 
We have adopted an insider trading policy governing the purchase, sale and other dispositions of the Company's securities by the Company's directors, officers and employees, as well as by the Company itself. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. Our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
Information required by this Item 10 is included under the caption "Information about our Executive Officers" contained in Item 1, Business of this report and under the headings Election of Equity Directors—Equity Directors up for Election at the 2026 Annual Meeting; Election of Class B-1, Class-2 and Class B-3 Directors; Other Business—Delinquent Section 16(a) Reports; Corporate Governance—Board Committees; Audit—Audit Committee Financial Experts; and Corporate Governance—Corporate Governance and Compliance Materials in our definitive proxy statement for the Annual Meeting of Shareholders
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to be held on May 14, 2026, to be filed by CME Group with the SEC pursuant to Regulation 14A within 120 days after December 31, 2025 (2026 Proxy Statement). This information is incorporated by reference into this Annual Report on Form 10-K.

ITEM 11.    EXECUTIVE COMPENSATION
Information required by this Item 11 is included under the headings Compensation—Compensation Discussion and Analysis; Compensation—Executive Compensation; Compensation—Chief Executive Officer Pay Ratio; Compensation—Director Compensation; Compensation—Compensation Committee Matters; and Compensation—Compensation Committee Report in our 2026 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
EQUITY COMPENSATION PLAN INFORMATION
We currently maintain the following equity compensation plans: CME Group Inc. Amended and Restated Omnibus Stock Plan, CME Group Inc. Director Stock Plan and CME Group Inc. Amended and Restated Employee Stock Purchase Plan. We do not maintain any equity compensation plans not approved by shareholders. A description of each of these plans and the number of shares authorized and available for future awards is included in note 15 of the notes to consolidated financial statements. The numbers in the following table are as of December 31, 2025.  
Plan Category Number of Securities
to be Issued Upon
Exercise of Outstanding Options (a) Weighted-Average Exercise Price of Outstanding Options
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))

Equity compensation plans approved by security holders —  $ —  13,030,044 
Equity compensation plans not approved by security holders —  —  — 
Total —  13,030,044 

Information required by this Item 12 related to the security ownership is included under the heading Ownership of CME Group Common Stock in our 2026 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.

ITEM 13.    CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required by this Item 13 is included under the heading Other Business—Certain Business Relationships with Related Persons and Corporate Governance—Director Independence of our 2026 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this Item 14 is included under the headings Audit—The Audit Committee has Pre-Approval Processes for Non-Audit Services and Audit—Principal Accountant Fees and Services in our 2026 Proxy Statement. This information is incorporated by reference into this Annual Report on Form 10-K.

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PART IV  

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements, Financial Statement Schedules and Exhibits
(1) Financial Statements
The following Consolidated Financial Statements and related Notes included within Item 8, together with the Reports of Independent Registered Public Accounting Firm with respect thereto and included within Item 9A, are hereby incorporated by reference:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2025 and 2024
Consolidated Statements of Income for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024 and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025, 2024 and 2023
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules
The following Financial Statement Schedule is filed as part of this Annual Report on Form 10-K:
CME Group Inc. and Subsidiaries
Schedule II—Valuation and Qualifying Accounts
For the Years Ended December 31, 2025, 2024 and 2023
(dollars in millions)  

Balance at
beginning
of year Charged
(credited) to
costs and
expenses Other (1)
Balance
at end
of year
Year Ended December 31, 2025
Allowance for doubtful accounts $ 9.0   $ 1.9   $ ( 0.9 ) $ 10.0  
Allowance for deferred tax assets —   —   —   —  
Year Ended December 31, 2024
Allowance for doubtful accounts $ 7.1   $ 2.1   $ ( 0.2 ) $ 9.0  
Allowance for deferred tax assets 0.4   ( 0.4 ) —   —  
Year Ended December 31, 2023
Allowance for doubtful accounts $ 8.1   $ 0.6   $ ( 1.6 ) $ 7.1  
Allowance for deferred tax assets 0.4   —   —   0.4  

_______________
(1) Includes write-offs of doubtful accounts, foreign currency and write-offs of fully reserved deferred tax assets.
All other schedules have been omitted because the information required to be set forth in those schedules is not applicable or is shown on the consolidated financial statements or notes thereto.
(3) Exhibits
See (b) Exhibits below
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(b) Exhibits  

Exhibit
Number Description of Exhibit

3. Articles of Incorporation and Bylaws

3.1 Fourth Amended and Restated Certificate of Incorporation of CME Group Inc., as amended (incorporated by reference to Exhibit 3.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on November 4, 2021).

3.2 Seventeenth Amended and Restated Bylaws of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on December 9, 2022).

3.3 Certificate of Designations of Series G Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on November 4, 2021).

4. Instruments Defining the Rights of Security Holders

4.1 Indenture, dated August 12, 2008, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on August 13, 2008).

4.2 Sixth Supplemental Indenture (including the form of 5.300% note due 2043), dated as of September 9, 2013, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on September 9, 2013).

4.3 Eighth Supplemental Indenture (including the form of 3.750% note due 2028), dated as of June 21, 2018, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on June 21, 2018).

4.4 Ninth Supplemental Indenture (including the form of 4.150% note due 2048), dated as of June 21, 2018, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on June 21, 2018).

4.5 Tenth Supplemental Indenture (including the form of 2.650% Notes due 2032), dated as of March 8, 2022, between CME Group Inc. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.’s Current Report on Form 8-K filed with the SEC on March 8, 2022).

4.6 Eleventh Supplemental Indenture (including the form of 4.400% Notes due 2030), dated as of March 10, 2025, between CME Group Inc. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc's Current Report on Form 8-K filed with the SEC on March 10, 202 5) .

4.7 Description of securities (incorporated by reference to Exhibit 4.11 to CME Group Inc's Form 10-K, filed with the SEC on February 2, 2022).

10. Material Contracts

10.1(1) CME Group Inc. Fourth Amended and Restated Omnibus Stock Plan, amended and restated as of March 1, 2024 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K, filed with the SEC on March 7, 2024).

10.2(1) CME Group Inc. Director Stock Plan, amended and restated as of May 4, 2022 (incorporated by reference to Exhibit 99.1 to CME Group Inc.’s Form S-8, filed with the SEC on June 9, 2022).

10.3(1) Form of Equity Stipend Grant Letter for Non-Executive Directors (incorporated by reference to Exhibit 10.5 to CME Group Inc.'s Form 10-K, filed with the SEC on March 1, 2018).

10.4(1) CME Group Inc. Employee Stock Purchase Plan, amended and restated as of May 4, 2022 (incorporated by reference to Exhibit 99.2 to CME Group Inc.’s Form S-8, filed with the SEC on June 9, 2022).

10.5(1) Third Amendment to Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan, as of December 6, 2023 ; Second Amendment to Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan, as of June 1, 2023 ; and First Amendment to Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan, as of January 1, 2020 (incorporated by reference to Exhibit 10.5 to CME G roup's Form 10-K , filed with the SEC on Feb ruary 27, 2025) . Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan (SMSDSP), Amended and Restated as of January 1, 2017 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 2, 2017).

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Exhibit
Number Description of Exhibit
10.6(1) Chicago Mercantile Exchange Inc. Directors' Deferred Compensation Plan, amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.9 to CME Group Inc.'s Form 10-K, filed with the SEC on March 2, 2009).

10.7(1) Recognition and Retention Plan for Members of the COMEX Division of New York Mercantile Exchange (incorporated by reference to Exhibit 10.11 to NYMEX Holdings, Inc.'s Form 10-K, filed with the SEC on March 29, 2001) . Amendment to the Recognition and Retention Plan for Members of the COMEX Division of the New York Mercantile Exchange, dated October 22, 2015 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on November 6, 2015).

10.8 Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, among CME Group Inc., as Issuer, and Barclays Capital Inc., as Dealer (incorporated by reference to Exhibit 4.1 to CME G roup Inc.'s Form 10-K , filed with the SEC on F ebruary 26, 2015 ).

10.9 Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer (incorporated by reference to Exhibit 4. 3 to CME Group Inc.'s Form 10-K , filed with t he SEC on February 26, 201 5 ).

10.10 Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Goldman, Sachs & Co., as Dealer (incorporated by reference to Exhibit 4. 4 to CME Group Inc. 's Form 10-K , filed with the SEC on February 26, 201 5 ).

10.11 Amendment No. 10 to Credit Agreement, dated as of April 23, 2025, among Chicago Mercantile Exchange Inc., certain lenders, Bank of America, N.A., as Administrative Agent, and Citibank, N.A., as Collateral Agent and Collateral Monitoring Agent ( i ncorporated by r eference to Exhibit 10.2 to CME G roup Inc. 's Form 8-K , filed with t he SEC on April 25, 2025 ( includes full text of the Chi cago Mercantile Exchange Inc. 364-day Credit Facility) .

10.12(1) Form of Equity Grant Letter for Restricted Shares (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on November 3, 2021).

10.13(1) Form of Equity Grant Letter for Annual Grant of Performance Shares (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 10-Q, filed with the SEC on November 1, 2023)

10.14 Credit Agreement, dated as of April 23, 2025, among CME Group Inc., certain lenders, agents, arrangers, bookrunners, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 8-K, filed with the SEC on April 25, 2025).

10.15(2) License Agreement, dated June 29, 2012, between Standard & Poor’s Financial Services LLC and Chicago Mercantile Exchange Inc. (incorporated by reference to Exhibit 10.5 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 3, 2022).

10.16(1) CME Group Inc. Severance Plan, as amended and restated, effective March 7, 2023 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K, filed with the SEC on March 10, 2023).

10.17(1) CME Group Inc. Annual Incentive Plan, as amended and restated effective as of October 2, 2023 (incorporated by reference to Exhibit 10.2 to CME Group Inc.’s Form 8-K, filed with the SEC on November 13, 2023).

10.18(1) Amended and Restated Agreement, effective as of November 6, 2024, between CME Group Inc. and Terrence A. Duffy (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K, filed with the SEC on November 7, 2024).

19.1* CME Group Inc. Personal Trading Policy.

21.1* List of Subsidiaries of CME Group Inc.

23.1* Consent of Ernst & Young LLP.

31.1* Section 302—Certification of Terrence A. Duffy.

31.2* Section 302—Certification of Lynne Fitzpatrick.

32.1* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Exhibit
Number Description of Exhibit
97.1 CME Group Inc. Compensation Recoupment Policy for Executive Officers effective as of October 2, 2023 (incorporate by reference to Exhibit 97. 1 to CME Group Inc.'s Form 10-K , filed with the SEC on February 28, 2024) .

101 The following materials from CME Group Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text.

104 The cover page from CME Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL.

_______________
 

* Filed herewith.

(1) Management contract or compensatory plan or arrangement.
(2) Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.
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ITEM 16.    FORM 10-K SUMMARY

None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the 26th day of February, 2026.
 

CME Group Inc.

By:   / S /  LYNNE FITZPATRICK   

  Lynne Fitzpatrick
Senior Managing Director, President and Chief Financial Officer

 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, in the City of Chicago and State of Illinois on the 26th day of February, 2026.

Signature Title

/ S /    TERRENCE A. DUFFY  
Chairman of the Board, Director and Chief Executive Officer
Terrence A. Duffy

/ S /    LYNNE FITZPATRICK
Senior Managing Director, President and Chief Financial Officer
Lynne Fitzpatrick

/ S /    JACK TOBIN
Managing Director and Chief Accounting Officer
Jack Tobin

/ S /    KATHRYN BENESH        
Director
Kathryn Benesh

/ S /    TIMOTHY S. BITSBERGER        
Director
Timothy S. Bitsberger

/ S /    CHARLES P. CAREY       
Lead Director
Charles P. Carey

/ S / ELIZABETH A. COOK
Director
Elizabeth A. Cook

/ S /    BRYAN T. DURKIN
Director
Bryan T. Durkin

/ S / HAROLD FORD JR.
Director
Harold Ford Jr.

/ S /    MARTIN J. GEPSMAN
Director
Martin J. Gepsman

  / S / WILLIAM W. HOBERT
Director
William W. Hobert

  / S / DANIEL G. KAYE
Director
Daniel G. Kaye

  / S / PHYLLIS M. LOCKETT
Director
Phyllis M. Lockett

/ S / DEBORAH J. LUCAS
Director
Deborah J. Lucas

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/S/ PATRICK W. MALONEY Director
Patrick W. Maloney

/S/ PATRICK J. MULCHRONE Director
Patrick J. Mulchrone

 / S /   RAHAEL SEIFU
Director
Rahael Seifu

 / S /   WILLIAM R. SHEPARD
Director
William R. Shepard

/ S / HOWARD J. SIEGEL
Director
Howard J. Siegel

/ S /    DENNIS A. SUSKIND
Director
Dennis A. Suskind

/ S / ROBERT J. TIERNEY JR.
Director
Robert J. Tierney Jr.

104