What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-27 · 149 added, 100 removed, 1064 unchanged (19% of the section changed)

122 unchanged sentences

Dividends of $9.65 per common share and per preferred share ( 3,517.8 ) ( 3,517.8 )

Exercise of stock options 1 0.1 0.1

Vesting of issued restricted Class A common stock 241 ( 21.4 ) ( 21.4 )

45 unchanged sentences

Shares issued under Employee Stock Purchase Plan 32 8.7 8.7

Repurchase of Class A common stock ( 963 ) ( 266.1 ) (266.1)

Stock-based compensation 94.8 94.8

13 unchanged sentences

Depreciation and amortization 107.5 115.1 126.0

Net realized and unrealized (gains)/losses on investments ( 3.6 ) ( 72.1 ) ( 4.8 )

Net realized and unrealized gains on investments ( 352.8 ) ( 3.6 ) ( 72.1 )

Deferred income taxes ( 6.1 ) ( 66.4 ) ( 75.0 )

14 unchanged sentences

Proceeds from sale of business ventures 1,591.4 13.5 97.9

Investment in S&P Dow Jones Indices LLC — — ( 410.0 )

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

10 unchanged sentences

Cash dividends ( 3,933.0 ) ( 3,584.2 ) ( 3,235.5 )

Repurchase of Class A common stock, including costs ( 266.1 ) — —

Change in performance bond and guaranty fund contributions 60,760.6 8,702.9 ( 45,056.7 )

8 unchanged sentences

Short-term restricted cash (within other current assets) 6.5 6.3 5.2

Long-term restricted cash (within other assets) — — 0.1

Restricted cash and restricted cash equivalents (performance bonds and guaranty fund contributions) 159,656.1 98,895.4 90,192.5

1 unchanged sentence

Supplemental Disclosure of Cash Flow Information

Income taxes paid $ 1,197.6 $ 1,109.4 $ 973.4

Income taxes paid, net of refunds $ 1,164.0 $ 1,196.5 $ 1,071.7

Interest paid 135.6 129.9 129.9

Non-cash financing activities:

Declaration of annual variable dividend, payable in January 2025, January 2024 and January 2023 2,112.2 1,910.0 1,635.7

Declaration of annual variable dividend, paid January 2025 and January 2024 — 2,112.2 1,910.0

See accompanying notes to consolidated financial statements.

39 unchanged sentences

Derivative Investments.

The company occasionally uses derivative instruments to limit exposure to changes in interest rates and foreign currency exchange rates.

Derivatives are recorded at fair value on the consolidated balance sheets.

The company occasionally uses derivative instruments to limit exposure to changes in interest rates and foreign currency exchange rates Derivatives are recorded at fair value on the consolidated balance sheets.

For those derivatives that meet the criteria for hedge accounting and are classified as effective cash flow hedges, changes in the fair value of derivative financial instruments are initially recorded in other comprehensive income and subsequently reclassified into earnings when the hedged item affects income.

16 unchanged sentences

Any interest earned on these investments accrues to CME and is included in investment income on the consolidated statements of income.

CME may distribute any interest earned on its investments to the clearing firms at its discretion.

CME may distribute any interest earned on these investments to the clearing firms at its discretion.

Because CME has control of the cash collateral and the benefits and market risks of ownership accrue to CME, cash performance bonds and guaranty fund contributions are reflected on the consolidated balance sheets.

The cash performance bonds and guaranty fund contributions are considered restricted cash as the cash deposits cannot be used for the company's operations or to satisfy any operational liabilities.

The cash performance bonds and guaranty fund contributions are considered restricted as the cash deposits cannot be used for the company's operations or to satisfy any operational liabilities.

Cash performance bonds and guaranty fund contributions are included as restricted cash and restricted cash equivalents on the consolidated statements of cash flows.

1 unchanged sentence

Treasury securities, U.S.

government agency securities, Eurobonds, corporate bonds, other foreign government securities and gold bullion.

government agency securities, Eurobonds, corporate bonds, other foreign government securities, equity stocks and gold bullion.

Securities and other non-cash deposits are held in safekeeping by a custodian bank.

7 unchanged sentences

Land is reported at cost.

Internal and external costs incurred in developing, obtaining, or implementing computer software for internal use which meet the requirements for capitalization are amortized on a straight-line basis over the estimated useful life of the software, generally two to four years, but up to eight years for certain trading and clearing applications, depending upon expected useful lives.

The company accounts for our leases of office space as operating leases.

59 unchanged sentences

Concentration of Revenue.

One clearing firm represented at least approximately 10 % of the company's clearing and transaction fee revenue in 2024 and 2022, but no clearing firms represented at least approximately 10 % of the company's clearing and transaction fee revenue in 2023.

Should a clearing firm withdraw from the company, management believes

that the customer portion of that firm's trading activity would likely transfer to another clearing firm.

One clearing firm represented 12 % of the company's clearing and transaction fee revenue in 2025, one clearing firm represented 10 % of the company's clearing and transaction fee revenue in 2024, but no clearing firms represented at least 10 % of the company's clearing and transaction fee revenue in 2023.

Should a clearing firm

withdraw from the company, management believes that the customer portion of that firm's trading activity would likely transfer to another clearing firm.

Therefore, management does not believe that the company is exposed to significant risk from the ongoing loss of revenue received from a particular clearing firm.

The two largest resellers of market data represented approximately 30 % of market data and information services revenue in 2024, 32 % in 2023, and 33 % in 2022.

The two largest resellers of market data represented approximately 30 % of market data and information services revenue in 2025 and 2024, and approximately 32 % in 2023.

Should one of these vendors no longer subscribe to the company's market data, management believes that the majority of that firm's customers would likely subscribe to the market data through another reseller.

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The individual operations of the company do not meet the criteria for classification as separate reporting segments.

Recent Accounting Pronouncements.

The following accounting pronouncements were issued during 2024:

In November 2024, the FASB issued final guidance requiring public business entities to provide disclosures, in tabular format, of each relevant expense line item on the face of the income statement in continuing operations as disaggregated into the following:

purchases of inventory, employee compensation, depreciation, intangible asset amortization and depreciation, depletion and amortization of capitalized acquisition, exploration and development costs recognized as part of oil- and gas-producing activities, or other amounts of depletion expense.

Specified expenses, gains, or losses that are already disclosed under existing U.S.

GAAP are required to be included in the disaggregated income statement expense line item disclosures, and any remaining amounts need to be described qualitatively.

The disclosures are effective beginning in 2027, and required on an annual and interim basis.

Entities may apply the guidance prospectively or retrospectively.

Newly Adopted Accounting Policies.

In December 2023, the FASB issued an accounting standards update that requires public business entities to disclose in their tax rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in certain categories if they meet a quantitative threshold.

It is also noted that this guidance requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.

The Company adopted this standard on January 1, 2025, on a retrospective basis.

Accordingly, prior periods have been adjusted to conform to the current period presentation.

The adoption of this guidance resulted in expanded disclosures in our income tax footnote but did not impact our recognized income tax expense or cash taxes paid.

See Note 9 – Income Taxes for further information.

Recently Issued Accounting Pronouncements Not Yet Adopted.

In July 2025, the FASB issued an accounting standards update which provides a practical expedient when estimating the amount of expected credit losses on current accounts receivable and current contract assets.

This update permits entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.

Therefore, entities will not need to develop reasonable and supportable forecasts of future economic conditions.

The practical expedient must be applied consistently across all current accounts receivable and current contract assets.

This guidance is effective beginning in 2026, on an interim and annual basis, and must be adopted prospectively.

Upon adoption, entities are required to disclose whether they have applied the practical expedient.

Early adoption is permitted.

Adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

In September 2025, the FASB issued an accounting standards update that clarifies and modernizes the accounting for costs related to internal-use software.

The guidance removes all references to project stages and clarifies the threshold entities apply to begin capitalizing costs.

With the removal of all references to project stages, the new guidance requires entities to begin capitalizing software costs when both of the following occur:

(a) management, with the relevant authority, implicitly or explicitly authorizes and commits to funding a computer software project and (b) it is probable that the project will be completed and the software will be used to perform the function intended.

The guidance specifies that the property, plant, and equipment disclosure requirements apply to capitalized software costs, regardless of how those costs are presented in the financial statements.

The guidance is effective beginning in 2028, on an interim and annual basis.

Entities may apply the guidance using a prospective, retrospective, or modified transition approach.

Early adoption is permitted.

Adoption of this guidance is not expected to have a material impact on our consolidated financial statements.

REVENUE RECOGNITION

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Fees for these services are generally billed monthly.

Market data services are satisfied over time and revenue is recognized on a monthly basis

as the customers receive and consume the benefit of the market data services.

Market data services are satisfied over time and revenue is recognized on a monthly basis as the customers receive and consume the benefit of the market data services.

However, the company also maintains certain annual license arrangements with one-time upfront fees.

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In its guarantor role, the clearing house has precisely equal and offsetting claims to and from clearing firms on opposite sides of each contract, standing as an intermediary on every contract cleared.

In the U.S., clearing firm funds are held

according to Commodity and Futures Trading Commission (CFTC) regulatory account segregation standards.

In the U.S., clearing firm funds are held according to Commodity and Futures Trading Commission (CFTC) regulatory account segregation standards.

To the extent that funds are not otherwise available to satisfy an obligation under the applicable contract, the clearing house bears counterparty credit risk in the event that future market movements create conditions that could lead to clearing firms failing to meet their obligations to the clearing house.

The clearing house reduces the exposure through risk management programs that include initial and ongoing financial standards for designation as a clearing firm, performance bond requirements, daily mark-to-market, mandatory guaranty fund contributions and intra-day monitoring.

The clearing house reduces the exposure through risk management programs that include initial and ongoing financial standards for designation as a clearing firm, performance bond requirements, mark-to-market settlement cycles each business day, mandatory guaranty fund contributions and intra-day monitoring.

Each clearing firm is required to deposit and maintain balances in the form of cash, U.S.

government securities, certain foreign government securities, bank letters of credit or other approved collateral to satisfy performance bond and guaranty fund requirements.

All non-cash deposits and certain cash deposits with foreign currency exposure are marked-to-market and haircut on a daily basis.

All non-cash deposits and certain cash deposits with foreign currency exposure are marked-to-market and haircut each business day.

Securities deposited by the clearing firms are not reflected on the consolidated financial statements and the clearing house does not earn any interest on these deposits.

1 unchanged sentence

Cash performance bonds and guaranty fund contributions are included as restricted cash and restricted cash equivalents on the consolidated statements of cash flows.

The clearing house marks-to-market open positions at least once a day (twice a day for futures and options contracts), and requires payment from clearing firms whose positions have lost value and makes payments to clearing firms whose positions have gained value.

The clearing house marks-to-market open positions at least once each business day (twice each business day for futures and options contracts), and requires payment from clearing firms whose positions have lost value and makes payments to clearing

firms whose positions have gained value.

The clearing house has the capability to mark-to-market more frequently as market conditions warrant.

Under the extremely unlikely scenario of simultaneous default by every clearing firm who has open positions with unrealized losses, the maximum exposure at the time of default related to positions other than interest rate swap contracts would be one half day of changes in fair value of all open positions, before considering the clearing house's ability to access defaulting clearing firms' collateral deposits.

For cleared interest rate swap contracts, the maximum exposure at the time of default related to the clearing house's guarantee would be one full day of changes in fair value of all open positions, before considering the clearing house's ability to access defaulting clearing firms' collateral.

During 2024, the clearing house transferred an average of approximately $ 5.7 billion a day through the clearing system for settlement from clearing firms whose positions had lost value to clearing firms whose positions had gained value.

Under the extremely unlikely scenario of simultaneous default by every clearing firm who has open positions with unrealized losses, the maximum exposure at the time of default related to futures and options on futures positions would be one half of a business day of changes in fair value of all open positions, before considering the clearing house's ability to access defaulting clearing firms' collateral deposits.

For cleared interest rate swap contracts, the maximum exposure at the time of default related to the clearing house's guarantee would be one full business day of changes in fair value of all open positions, before considering the clearing house's ability to access defaulting clearing firms' collateral.

During 2025, the clearing house transferred an average of approximately $ 6.7 billion per business day through the clearing system for settlement from clearing firms whose positions had lost value to clearing firms whose positions had gained value.

The clearing house reduces its exposure through maintenance performance bond requirements and guaranty fund contributions.

For futures and options products, the clearing firms' collateral requirements are sized to cover at least one day of anticipated price movements.

For cleared swap products, the clearing firms' collateral requirements are sized to cover at least five days of anticipated price movements.

For futures and options products, the clearing firms' collateral requirements are sized to cover at least one business day of anticipated price movements.

For interest rate swap products, the clearing firms' collateral requirements are sized to cover at least five business days of anticipated price movements.

Management has assessed the fair value of the company's settlement guarantee liability by taking the following factors into consideration:

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In 2025 and 2024, earnings from cash performance bond and guaranty fund contributions were $ 5,253.6 million and $ 3,943.8 million, respectively.

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

In 2025 and 2024, expense related to the distribution of interest earned on collateral reinvestments were $ 4,842.5 million and $ 3,669.4 million, respectively.

The earnings from cash performance bonds and guaranty fund contributions are included in investment income and the expense related to the distribution of interest earned is included in other non-operating income (expense) on the consolidated statements of income.

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The clearing house would then use guaranty fund contributions of other clearing firms within the respective financial safeguard package and funds collected through an assessment against solvent clearing firms within the respective financial safeguard package to satisfy the deficit.

In addition, CME has a cross-margin arrangement with Fixed Income Clearing Corporation (FICC) whereby certain of the clearing firms' offsetting positions with CME and FICC are subject to reduced performance bond requirements.

In addition, CME has a cross-margin arrangement with Fixed Income Clearing Corporation (FICC) whereby a clearing firm may be subject to reduced margin requirements for certain of its offsetting positions.

Clearing firms maintain separate performance bond deposits with each clearing house, but based on the net offsetting positions between CME and FICC, each clearing house may reduce that firm's performance bond requirements.

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Treasury securities (base guaranty fund).

In the event that performance bonds, guaranty fund contributions and other assets required to support clearing membership of a defaulting clearing firm are inadequate to fulfill that clearing firm's outstanding financial obligation, the base guaranty fund for contracts other than interest rate swaps is available to cover potential losses after first utilizing $ 100.0 million of corporate contributions designated by CME to be used in the event of a default of a clearing firm for the base guaranty fund.

potential losses after first utilizing $ 100.0 million of corporate contributions designated by CME to be used in the event of a default of a clearing firm for the base guaranty fund.

The clearing house maintains a separate guaranty fund to support the clearing firms that clear interest rate swap products (cleared interest rate swaps contract guaranty fund).

31 unchanged sentences

304.1 456.5 233.1 678.5

428.2 2.1 282.4 2.1

Total $ 159,656.1 $ 195,681.8 $ 98,895.4 $ 199,898.9

1 unchanged sentence

(1) IEF funds include customer-directed investments in IEF funds that are not included on the consolidated balance sheets.

(2) Other includes collateral for delivery and accrued interest earned on collateral reinvestment due to the clearing firms.

(2) Cross-margin arrangements include collateral for the cross-margin accounts with OCC and FICC.

(3) Other includes collateral for delivery and accrued interest earned on collateral reinvestment due to the clearing firms.

Cash performance bonds may include intraday settlement, if any, that is owed to the clearing firms and paid the following business day.

The balance of intraday settlements was $ 198.4 million and $ 237.5 million at December 31, 2024 and 2023, respectively.

The balance of intraday settlements was $ 534.3 million and $ 198.4 million at December 31, 2025 and 2024,

respectively.

Intraday settlements may be invested on an overnight basis and are offset by an equal liability owed to clearing firms.

5 unchanged sentences

Total Letters of Credit $ 7,403.6 $ 7,760.7

_______________

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

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The investments are recorded in other assets on the consolidated balance sheets.

FanDuel Prediction Markets Holdings LLC.

The company owns 51 % of the equity interest in FanDuel Prediction Markets Holdings LLC (FanDuel Prediction Markets), and accounts for its investment in FanDuel Prediction Markets using the equity method of accounting.

The FanDuel Prediction Markets joint venture was formed in December 2025 through capital contributions by FanDuel and CME Group.

The joint venture was formed to launch a new prediction markets application that offers retail customers simplified event contracts based on major financial and economic benchmarks as well as on sports .

The company contributed cash of $ 10.2 million to capitalize the joint venture.

Also in connection with the transaction, the new entity recognized brand name intangible assets of $ 32.9 million.

As a result, the company recognized a net gain of approximately $ 16.9 million upon the deconsolidation of the net assets contributed to the joint venture.

The net gain is recognized in other non-operating income on the consolidated statements of net income during 2025.

The carrying amount of the company's investment in FanDuel Prediction Markets was $ 25.3 million at December 31, 2025.

GME Holdings Limited.

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The company and GME Holdings maintain an agreement for Gulf Mercantile Exchange futures contracts to be exclusively traded on the CME Globex platform.

The company owns a 50 % equity interest in OSTTRA, which is a joint venture withe IHS Markit.

OSTTRA performs trade processing and risk mitigation services.

The company accounts for its investment using the equity method of accounting.

The carrying amount of the company's investment in OSTTRA was $ 1.2 billion at December 31, 2024.

In October 2025, S&P Global and CME Group completed the sale of OSTTRA, of which the company owned a 50 % equity interest, to investment funds managed by KKR & Co.

OSTTRA is a provider of post-trade solutions for the over the counter market.

The carrying amount of the company's investment in OSTTRA was $ 1.2 billion at September 30, 2025 and was included in other assets on the consolidated balance sheets prior to the sale.

The company recognized a net gain of $ 306.1 million on the sale of OSTTRA in investment income on the consolidated statements of net income during 2025.

S&P Dow Jones Indices LLC.

In June 2022, the company invested $ 410.0 million in S&P Dow Jones Indices LLC, which S&P Dow Jones Indices LLC used as part of the consideration for its acquisition of the IHS Markit index business.

The company continues to own a 27 % interest in S&P Dow Jones Indices LLC and accounts for its investment in S&P Dow Jones Indices LLC using the equity method of accounting.

The company owns a 27 % interest in S&P Dow Jones Indices LLC and accounts for its investment in S&P Dow Jones Indices LLC using the equity method of accounting.

The carrying amount of the company's investment in S&P Dow Jones Indices LLC was $ 1.4 billion at December 31, 2025.

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The carrying amount of the company's investment in CFETS was $ 63.4 million at December 31, 2025.

In March 2025, the Company completed an offering of $ 750.0 million of its 4.4 % fixed rate notes due March 2030 and also repaid the $ 750.0 million of 3 % fixed rate notes due March 2025.

Short-term debt consisted of the following at December 31, 2025 and 2024:

6 unchanged sentences

(in millions) 2025 2024

$750.0 million fixed rate notes due March 2025, stated rate of 3.00% (1)

$500.0 million fixed rate notes due June 2028, stated rate of 3.75%

$ 498.9 $ 498.5

$750.0 million fixed rate notes due March 2030, stated rate of 4.4% 742.1 —

$750.0 million fixed rate notes due March 2032, stated rate of 2.65% 744.6 743.7

$750.0 million fixed rate notes due September 2043, stated rate of 5.30% (1)

3 unchanged sentences

(1) The company maintained a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 4.73% .

(2) The company maintained a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 4.73 % .

Short term and long-term debt maturities, at par value were as follows as of December 31, 2025:

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Reconciliation of the U.S.

federal income tax rate (statutory tax rate) to the effective tax rate is as follows:

federal income tax provision and rate (statutory tax rate) to the effective tax rate is as follows:

2025 2024 2023

Statutory tax rate 21.0 % 21.0 % 21.0 %

State taxes, net of federal benefit 4.1 3.3 3.9

Foreign-derived intangible income deduction

(amounts in millions) Amount Percent Amount Percent Amount Percent

federal statutory tax rate $ 1,119.4 21.0 % $ 953.7 21.0 % $ 872.2 21.0 %

State and local taxes, net of federal income tax effect (1)

221.0 4.1 % 186.2 4.1 % 147.3 3.5 %

Foreign tax effects:

United Kingdom

Gain on sale of investments ( 72.3 ) ( 1.3 ) % — — % ( 16.2 ) ( 0.4 ) %

Other ( 0.5 ) — % ( 2.6 ) ( 0.1 ) % ( 5.4 ) ( 0.1 ) %

Other foreign jurisdictions 7.4 0.1 % 13.7 0.3 % ( 5.3 ) ( 0.1 ) %

Effect of cross-border tax laws:

Foreign derived intangible income deduction ( 88.2 ) ( 1.7 ) % ( 86.4 ) ( 1.9 ) % ( 69.9 ) ( 1.7 ) %

Subpart F income 59.5 1.1 % — — % 16.3 0.4 %

Other, net 12.0 0.3 % ( 49.0 ) ( 1.0 ) % ( 11.6 ) ( 0.3 ) %

Effective Tax Expense Benefit Rate $ 1,258.3 23.6 % 1,015.6 22.4 % 927.4 22.3 %

_______________

(1) State taxes in Illinois made up the majority (greater than 50 percent) of the tax effect in this category.

In 2025, 2024 and 2023, the effective tax rates were higher than the statutory tax rate.

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A valuation allowance is recorded when it is more-likely-than-not that some portion or all of the deferred income tax assets may not be realized.

The ultimate realization of the deferred income tax assets depends on the ability to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdictions.

The ultimate realization of the deferred income taxes depends on the ability to generate sufficient taxable income of the appropriate character in the future and in the appropriate taxing jurisdictions.

At December 31, 2025, the company had domestic income tax loss carryforwards of $ 21.3 million of which $ 19.3 million will expire between 2030 and 2036 and $ 2.0 million can be carried forward indefinitely.

These amounts primarily relate to losses from the acquisition of NEX Group plc and the acquisition of Pivot, Inc.

No valuation allowance was recorded at December 31, 2024 and a valuation allowance of $ 0.4 million was recorded at December 31, 2023.

The following is a summary of the company’s unrecognized tax benefits at December 31, 2024, 2023 and 2022:

At December 2025, the company determined that it was more-likely-than-not that certain foreign deferred income tax assets will be fully realized.

No valuation allowance was recorded at December 31, 2025 and 2024.

The following is a summary of the company’s unrecognized tax benefits for the year ended December 31, 2025, 2024 and 2023:

(in millions) 2025 2024 2023

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Interest and penalties recognized on the consolidated statements of income 11.1 2.1 ( 4.0 )

The company does not believe it is reasonably possible that within the next twelve months, unrecognized tax benefits will change by a significant amount.

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

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federal income tax as well as income taxes in Illinois and multiple other state, local and foreign jurisdictions.

As of December 31, 2024, substantially all federal income tax matters have been concluded through 2016 other than the Section 199 deduction.

On April 15, 2024, the company filed a court case with the U.S.

court of Federal Claims

related to the Section 199 deduction.

All United Kingdom income tax matters have been concluded through 2017, and substantially all state income tax matters have been concluded through 2019.

As of December 31, 2025, substantially all federal income tax matters have been concluded through 2016 other than the Section 199 deduction, all United Kingdom income tax matters have been concluded through 2023, and all state income tax matters have been concluded through 2019.

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

(in millions) 2025 2024 2023

Federal $ 910.2 $ 859.3 $ 782.0

State 219.9 292.0 247.2

Foreign 33.9 45.2 42.5

Total $ 1,164.0 $ 1,196.5 $ 1,071.7

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

(in millions) 2025 2024 2023

State and City:

Illinois $ 122.6 $ 171.3 $ 126.0

New York and New York City 83.0 93.2 97.7

EMPLOYEE BENEFIT PLANS

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Total $ 402.6 $ 367.5

At December 31, 2024, the fair value of pension plan assets exceeded the pension benefit obligation by $ 3.5 million and the excess was recorded as a non-current pension asset in other assets.

At December 31, 2023, the fair value of pension plan assets had a shortfall of the projected benefit obligation by $ 0.7 million and the shortfall was recorded as a non-current pension liability in other liabilities.

At December 31, 2025 and 2024, the fair value of pension plan assets exceeded the pension benefit obligation by $ 5.4 million and $ 3.5 million, respectively, and the excess was recorded as a non-current pension asset in other assets.

CME's funding goal is to have its pension plan 100 % funded at each year-end on a projected benefit obligation basis, while also satisf ying any minimum required contribution and obtaining the maximum tax deduction.

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Fixed income 47.1 % 45.7 %

Money market funds 4.3 1.8

equity 37.0 37.4

Foreign equity 14.1 12.6

Money market funds 1.8 4.3

For 2026 , management expects the fixed income asset class to be approximately 50 % of the portfolio.

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Balance at January 1 $ 20.8

Unrecognized net loss ( 0.4 )

Unrecognized net loss (gain) for the period ( 19.8 )

Recognized as a component of net pension expense —

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The balances in these plans are subject to the claims of general creditors of the company and totaled $ 116.3 million and $ 104.2 million at December 31, 2025 and 2024, respectively.

Although the value of the plans is recorded as an asset in marketable securities on the consolidated balance sheets, there is an equal and offsetting liability.

Although the value of the plans is recorded as an asset in marketable securities on the consolidated balance sheets, there is an equal and offsetting

The investment results of these plans have no impact on net income as the investment results are recorded in equal amounts to both investment income and compensation and benefits expense.

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A deferred compensation plan is maintained by CME, under which eligible employees and members of the board of directors may contribute a percentage of their compensation and defer income taxes thereon until the time of distribution.

COMEX Members' Retirement Plan and Benefits.

COMEX maintains a non-qualified retirement and benefit plan under the COMEX Members' Retirement Plan and Benefits plan (MRRP).

This plan provides benefits to certain members of the COMEX division based on long-term membership, and participation is limited to individuals who were COMEX division members prior to NYMEX's acquisition of COMEX in 1994.

No new participants were permitted into the plan after the date of this acquisition.

All benefits to be paid under the MRRP are based on reasonable actuarial assumptions, which are based upon the amounts that are available and are expected to be available to pay benefits.

There were no contributions to the plan in 2024, 2023 and 2022.

At December 31, 2024 and 2023, the obligation for the MRRP totaled $ 7.3 million and $ 8.7 million, respectively.

Assets with a fair value of $ 9.0 million and $ 10.8 million have been allocated to this plan at December 31, 2024 and 2023, respectively, and are included in marketable securities and cash and cash equivalents on the c onsolidated balance sheets.

The balances in this plan are subject to the claims of general creditors of COMEX.

The company has operating leases for datacenters and corporate offices.

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In early 2024, the defendants moved for summary judgment on all claims.

The court heard oral argument on that motion on January 31, 2025.

Should the case proceed past summary judgment in whole or in part, the Court has set the matter for a jury trial starting on July 7, 2025.

Plaintiffs have

produced an expert report estimating damages through June 30, 2023, and claiming that additional damages in an unspecified amount continue to accrue on a daily basis through final judgment.

The defendants believe that the damages report is invalid under Illinois law and on that basis have filed a motion to exclude the expert from offering an opinion at trial and a motion to decertify the class.

Given the uncertainty of factors that may potentially affect the resolution of the matter, at this time the company is unable to estimate the reasonably possible loss or range of reasonably possible losses in the unlikely event it were found to be liable at trial.

Based on its investigation to date, the company believes that it has strong factual and legal defenses to the 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 of December 31, 2024 and 2023.

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.

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Mutual Offset Agreement.

CME and Singapore Exchange Limited (SGX) maintain a mutual offset agreement with a current term through May 2025.

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 one-year period after May 2025 unless either party provides advance notice of its intent to terminate.

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.

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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 member and the estimated probability of potential payouts by the clearing house.

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 .

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CME Group has adopted a Director Stock Plan under which awards are made to non-executive directors as part of their annual compensation.

Effective May 4, 2022, the number of Class A available shares reserved under the plan was increased from 625,000 to 725,000 , and approximately 488,223 shares have been awarded through December 31, 2024.

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.

Effective May 4, 2022, the number of Class A shares reserved under the plan was increased from 500,000 to 800,000 , of which approximately 510,567 shares have been purchased through December 31, 2024 (See note 15 for further discussion).

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.

In December 2024, the Board of Directors approved a 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, 2024, there have been no shares repurchased under this 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;

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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

STOCK-BASED PAYMENTS

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These shares are subject to a six-month holding period.

Annual expense of $ 0.8 million for the purchase discount was recognized in 2024, 2023 and 2022.

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 .

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These shares are not subject to any vesting restrictions.

Expense of $ 3.6 million related to these stock-based payments was recognized for the years ended December 31, 2024, 2023 and 2022.

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.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

Non-Recurring Fair Value Measurements.

During 2024, the company recognized net unrealized losses of $ 6.6 million on equity investments without readily determinable fair value.

The fair value of these investments were estimated to be $ 11.6 million at December 31, 2024.

This fair value assessments were based on quantitative factors, including observable price changes.

The fair value measurements of these investments are considered level 3 and non-recurring.

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.

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(in millions) Fair Value Level

$750.0 million fixed rate notes due March 2025 $ 747.0 Level 2

$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

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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.

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.

EARNINGS PER SHARE

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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 8. Financial Statements and Supplementary Data