What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-27 · 120 added, 109 removed, 502 unchanged (31% of the section changed)

21 unchanged sentences

Business Overview

CME Group, a Delaware stock corporation, is the holding company for CME, CBOT, NYMEX, COMEX, NEX and their respective subsidiaries.

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.

28 unchanged sentences

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 development in the financial services industry.

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;

22 unchanged sentences

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" beginning o n page 7 .

Our strategic initiatives are discussed in "Item 1 - Business" beginni ng on page 7 .

Clearing and transaction fees.

10 unchanged sentences

We may periodically change fees, volume discounts, fee limits and member discounts, perhaps significantly, based on our review of operations and the business environment.

We offer exchange-traded futures and options contracts as well as cleared-only interest rate swap contracts.

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.

1 unchanged sentence

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 electronic platforms.

Open outcry trading is conducted exclusively by our members, who may execute trades on behalf of

customers or for themselves.

Beginning in July 2023, open outcry trading is now limited to Secured Overnight Financing Rate (SOFR) options products following the permanent closure of most of our open outcry pits.

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

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.

64 unchanged sentences

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 U.K., and India, as well as other smaller locations throughout the world.

• 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.

9 unchanged sentences

• 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 S&P Dow Jones Indices LLC, OSTTRA, Shanghai CFETS-NEX International Money Broking Co., Ltd.

• 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.

5 unchanged sentences

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 in the notes to our consolidated financial statements, relate to the valuation of financial instruments, goodwill and intangible assets, revenue recognition, income taxes and internal use software costs.

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.

36 unchanged sentences

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 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.

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

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.

10 unchanged sentences

This determination may not be known for several years.

Past tax audits have not resulted in tax adjustments that resulted in a material change to the income tax provision in the year the audit was completed.

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.

3 unchanged sentences

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, depending upon expected useful lives.

Amortization of capitalized costs begins only when the software becomes ready for its intended use.

26 unchanged sentences

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 the cash markets business as well as interest rate swaps.

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

7 unchanged sentences

Increase due to change in total contract volume $ 261.2

Decrease due to change in average rate per contract (3.2)

Increase due to change in average rate per contract 28.5

Net increase in clearing and transaction fees $ 289.7

10 unchanged sentences

Foreign exchange 980 1,030 (5)

Agricultural commodities 1,711 1,508 13

Energy 2,695 2,488 8

Agricultural commodities 1,853 1,711 8

Metals 988 736 34

6 unchanged sentences

Electronic Volume as a Percentage of Total Volume 93 % 92 %

Market volatility within certain financial markets remained high throughout 2024.

Interest rate volatility was higher as a result of mixed inflation levels and market uncertainty surrounding the Federal Reserve’s interest rate policy decisions.

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, the energy markets saw an increase in volatility as a result of continued geopolitical tensions in the Middle East and Eastern Europe as well as more weather uncertainty in 2024 compared to 2023.

We also expanded our ongoing sales efforts across many of the product lines to increase our sales growth across the globe.

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.

1 unchanged sentence

The following table summarizes average daily contract volume for our key interest rate products.

We no longer offer Eurodollar contract trading as of June 2023.

Year-over-Year Change

(amounts in thousands) 2025 2024 2025-2024

Eurodollar futures and options:

Futures expiring within two years — 87 (100) %

Options — 41 (100)

Futures expiring beyond two years — 21 (100)

SOFR futures and options:

Futures expiring within two years 2,888 2,654 9

Futures expiring beyond two years 957 850 13

Options 1,441 1,580 (9)

Futures expiring beyond two years 1,053 957 10

Treasury futures and options:

1 unchanged sentence

2,055 1,977 4

1,107 1,044 6

Treasury Bond

Ultra T-Note 718 668 7

Ultra T-Bond 430 415 4

Federal Funds futures and options 495 414 20

In 2024 compared with 2023, overall interest rate contract volume increased as a result of general market uncertainty.

We believe this was a result of mixed inflation results that occurred throughout the year, as well as the U.S.

presidential and congressional elections in November.

We also believe there was uncertainty regarding the Federal Reserve's interest policy decisions.

The Federal Reserve cut interest rates three times in 2024 and issued cautious guidance for 2025.

The increase in overall interest rate contract volume was also due to our ongoing sales efforts to increase global participation.

Equity Index Products

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.

Equity Index and Cryptocurrency Products

The following table summarizes average daily contract volume for our key equity index products.

5 unchanged sentences

E-mini Russell 2000 futures and options 303 308 (2)

Equity index contract volume increased slightly in 2024 compared with 2023.

We believe the increase in Nasdaq-100 contract volume was due to higher volatility within the technology sector as a result of market speculation about artificial intelligence initiatives.

The increase in volume was partially offset by lower overall equity volatility within the S&P 500, which is more diversified than the tech heavy Nasdaq-100.

We also believe the increase in volume is due our additional client outreach efforts throughout the year.

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

6 unchanged sentences

Australian dollar 103 114 (10)

Overall foreign exchange contract volume increased in 2024 when compared with 2023, which we believe is due to uncertainty surrounding the Federal Reserve and other global central banks' interest rate policy decisions.

The Federal Reserve cut interest rates three times in 2024, but issued cautious guidance moving forward as a result of continued uncertainty surrounding inflation.

We believe these factors led to higher overall foreign exchange contract volume in 2024 compared with 2023.

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.

Agricultural Commodity Products

6 unchanged sentences

In 2025 when compared with 2024, overall commodity contract volume increased due to higher overall market volatility.

We believe this is a result of continued weather uncertainty due to a drier than average 2024 growing season.

In addition, poor weather conditions throughout the Black Sea region led to increased uncertainty surrounding soybean and wheat yields.

We also believe the increase in volume is due to our initiatives to increase cross selling among key customers and optimization of our incentive programs to promote volume growth of new and existing products.

Energy Products

The following table summarizes average daily volume for our key energy products.

Year-over-Year Change

(amounts in thousands) 2024 2023 2024-2023

WTI crude oil 1,167 1,087 7 %

Natural gas 811 601 35

Refined products 375 336 12

Overall energy contract volume increased in 2024 when compared with 2023.

We believe the increase in volume is due to uncertainty in the global energy markets caused by multiple geopolitical conflicts in the Middle East and Eastern Europe.

In addition, uncertain weather conditions throughout the year led to an increase in overall natural gas volume.

We also believe the increase in volume is due our additional client outreach efforts throughout the year.

Metal Products

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.

2 unchanged sentences

Gold 683 431 58 %

Copper 133 114 17

Silver 153 123 24

Overall metal contract volume increased in 2024 when compared with 2023, which we believe was attributable to higher overall market volatility.

Market uncertainty surrounding Federal Reserve's interest rate policy decisions as well as uncertainty surrounding the U.S.

presidential and congressional elections led to an overall increase in demand for gold and other precious metals as safe-haven investments.

In addition, copper contract volume increased largely due to an increase in demand for artificial intelligence data centers and renewable infrastructure.

We also believe the increase in volume was due to increased sales efforts, specifically with retail clients and our international sales efforts for copper products.

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 remained consistent in 2024 when compared with 2023.

The average rate per contract was impacted by an increase in our fee structure, which went into effect on February 1, 2024.

The overall increase due to the rise in fees was offset by a decrease resulting from higher member trading as a percentage of total volume as well as our tiered volume pricing structure.

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 2024 included $276.7 million of transaction fees attributable to the cash markets business, compared with $284.7 million in 2023.

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.

10 unchanged sentences

Spot FX 63.8 59.5 7

Overall average daily notional values and transactions revenues for the cash markets business were slightly lower in 2024 when compared with 2023.

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.

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

1 unchanged sentence

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 at lea st 10% of our clearing and transaction fees in 2024.

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.

7 unchanged sentences

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.

Other revenues .

In 2024 when compared with 2023, the increase in other revenue was largely attributable to higher custody fees as well as an increase in co-location and other connectivity fees.

Year-over-Year Change

15 unchanged sentences

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

Salaries, benefits and employer taxes 27.2 2

Legal fees 15.0 1

Google Cloud professional fees (13.4) (1)

Occupancy and building operations (16.2) (1)

Professional fees and outside services (11.7) (1)

Employee separation and restructuring (12.5) (1)

Other expenses, net (1.3) —

1 unchanged sentence

Overall operating expenses increased in 2025 when compared with 2024 due to the following reasons:

• The increase in expenses related to technology support services was primarily driven by higher software license fees and third party services to support the ongoing Google Cloud transformation project.

• License fees expense was higher primarily due to an increase in volume for certain equity products and improved revenue performance related to certain other incentive arrangements.

• Salaries, benefits and employer taxes was higher due to an increase in headcount during the year, which was primarily attributable to additional headcount in the company's international locations.

• 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:

• Occupancy and building operations expense decreased due to lower rent expenses and real estate taxes driven by reduced office space.

• The decrease in professional fees and outside services were largely due to a decrease in consulting costs associated with the Google Cloud Migration, which began in late 2021, as well as lower legal fees during 2024.

• Employee separation and restructuring costs decreased year over year largely due to a reduction in force of 3% of employees during 2023.

• 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)

4 unchanged sentences

Equity in net earnings (losses) of unconsolidated subsidiaries 371.7 350.9 6

Other income (expense) (3,659.2) (4,694.9) (22)

Other non-operating income (expense) (4,833.8) (3,659.2) 32

Total Non-Operating $ 1,101.0 $ 609.9 81

Investment income .

In 2024 when compared with 2023, there was a decrease in earnings from reinvested cash performance bond and guaranty fund contributions due to lower average reinvestment balances.

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 a decrease in net realized and unrealized gains on investments.

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.

1 unchanged sentence

Other income (expense).

In 2024 when compared with 2023, we recognized lower expense related to the distribution of interest earned on performance bond collateral reinvestments to the clearing firms in conjunction with lower interest income earned on our reinvestment during the period due to lower average reinvestment balances in 2024.

In 2024 and 2023, expenses related to the distribution of interest earned on collateral reinvestments were $3,669.4 million a nd $4,717.5 million, respectively.

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.

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:

2024 2023 Year-over-Year Change

Year ended December 31 23.6 % 22.4 %

The overall effective tax rate remained relatively consistent in 2024 when compared with the same period in 2023.

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

18 unchanged sentences

We continue to monitor our capital needs and may revise our forecasted expenditures as necessary in the future.

In December 2024, the board of directors approved a share repurchase program, which authorizes us to repurchase up to $3.0 billion of CME Group Class A common stock at prevailing market prices.

As of December 31, 2024, there have been no shares repurchased under this program.

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.

1 unchanged sentence

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 6, 2025, the company declared a regular quarterly dividend of $1.25 per sh are for all outstanding common and preferred shares.

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 $5.80 per share on December 5, 2024 paid on January 16, 2025 to the shareholders of record on December 27, 2024.

In general, the amount of the annual variable dividend will be determined at the end of each year, 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.

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.

Sources and Uses of Cash

3 unchanged sentences

Net cash provided by operating activities $ 4,277.1 $ 3,690.5 16 %

Net cash (used in) provided by investing activities (82.6) 20.9 n.m.

Net cash provided by (used in) financing activities 5,076.5 (48,339.3) (111)

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.

not meaningful

Operating activities

Net cash provided by operating activities was higher in 2024 compared with 2023, largely due to an increase in revenue resulting from fee increases and an increase in overall volumes.

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 used in investing activities in 2024 compared with 2023 was due to lower overall proceeds on sales of investments in 2024 compared to 2023.

In addition, the increase in cash used was also due to higher additions in property, plant and equipment.

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

4 unchanged sentences

(in millions) Par Value

Fixed rate notes due March 2025, stated rate of 3.00% (1)

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)

1 unchanged sentence

_______________

(1) We 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%.

(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 November 2026.

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.

1 unchanged sentence

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 September 30, 2021, giving effect to share repurchases made and special dividends paid during the term of the agreements (and in no event greater than $2.0 billion in aggregate), multiplied by 0.65.

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.

1 unchanged sentence

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, 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.

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, 2024, guaranty fund contributions available to collateralize the facility totaled $10.1 billion.

We have the option to request an increase in the line from $7.0 billion to $10.0 billion.

At December 31, 2025, guaranty fund contributions available to

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.

27 unchanged sentences

Liquidity and Cash Management

Cash and cash equivalents, excluding restricted cash, totaled $2.9 billion at both December 31, 2024 and December 31, 2023.

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.

5 unchanged sentences

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.

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;

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.

17 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis