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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 243 added, 53 removed, 240 unchanged (55% of the section changed)

35 unchanged sentences

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated 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 consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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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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.

The Company uses 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 and the related unrecognized income tax benefits 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.

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

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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 involved our tax professionals to evaluate the technical merits of the Company's tax positions.

Our audit procedures included, among others, evaluating the assumptions the Company used to develop its uncertain tax positions and related unrecognized income tax benefit amount by jurisdiction.

We also tested the completeness and accuracy of the underlying data used by the Company to calculate its uncertain tax positions, inspected correspondence with relevant tax authorities, and evaluated third-party advice obtained and used by the Company in assessing the technical merits of its tax positions.

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

30 unchanged sentences

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

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.

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.

PAY VERSUS PERFORMANCE

Year Summary Compensation Table Total for Terrence A.

Compensation Actually Paid to Terrence A.

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:

($ Millions) Cash Earnings 5

($) 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

Pietrowicz John W.

Pietrowicz Lynne C.

Fitzpatrick Lynne C.

Kometer Kevin D.

Kometer Julie Holzrichter Julie Holzrichter Derek L.

Julie Holzrichter Julie Holzrichter Sean P.

Tully Derek L.

Sammann Julie M.

Cutinho Sunil K.

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.

($) Inclusion of Equity Values for Terrence A.

Duffy ($) Compensation Actually Paid to Terrence A.

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

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.

($) Change in

Fair Value from Last Day of

Prior Year to

Last Day of Year of Unvested Equity Awards

($) Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Terrence A.

($) Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Terrence A.

($) Fair Value

at Last Day of Prior Year of Equity Awards Forfeited

During Year for

($) Value of Dividends or Other Earnings Paid on Stock

Awards Not Otherwise Included for Terrence

($) Total - Inclusion of Equity Values for Terrence A.

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

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

($) Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for

($) 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 .

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.

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

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

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

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.

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.

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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION S

9 unchanged sentences

Our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

Certain of the information called for by this item is hereby incorporated herein by reference to the relevant portions of CME Group’s definitive proxy statement for the Annual Meeting of Shareholders to be held on May 8, 2025, to be filed by CME Group with the SEC pursuant to Regulation 14A within 120 days after December 31, 2024 (Proxy Statement).

Additional information called for by this item is contained in Item 1 of this Annual Report on Form 10-K under the caption "Information about our Executive Officers."

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

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.

EXECUTIVE COMPENSATION

Certain of the information called for by this item is hereby incorporated herein by reference to the relevant portions of the Proxy Statement.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Certain of the information called for by this item relating to the security ownership of certain beneficial owners and management is hereby incorporated herein by reference to the relevant portions of the Proxy Statement.

EQUITY COMPENSATION PLAN INFORMATION

14 unchanged sentences

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.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Certain of the information called for by this item is hereby incorporated herein by reference to the relevant portions of CME Group's definitive proxy statement for the Annual Meeting of Shareholders to be held on May 8, 2025.

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.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item will appear in the Proxy Statement and is incorporated herein by reference.

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.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

39 unchanged sentences

Instruments Defining the Rights of Security Holders

4.1 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 Group Inc.'s Form 10-K, filed with the SEC on February 26, 2015).

4.2 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 10-K, filed with the SEC on February 26, 2015).

4.3 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, 2015).

4.1 Indenture, dated August 12, 2008, between CME Group Inc.

2 unchanged sentences

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).

4.6 Seventh Supplemental Indenture (including the form of 3.000% note due 2025), dated as of March 9, 2015, between CME Group Inc.

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 March 9, 2015).

4.3 Eighth Supplemental Indenture (including the form of 3.750% note due 2028), dated as of June 21, 2018, between CME Group Inc.

4 unchanged sentences

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.

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).

7 unchanged sentences

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).

Number Description of Exhibit

10.5(1) Third Amendment to Chicago Mercantile Exchange Inc.

Senior Management Supplemental Deferred Savings Plan, as of December 6, 2023 (filed herewith).

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 (filed herewith).

First Amendment to Chicago Mercantile Exchange Inc.

Senior Management Supplemental Deferred Savings Plan, as of January 1, 2020 (filed herewith).

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).

Number Description of Exhibit

10.6(1) Chicago Mercantile Exchange Inc.

2 unchanged sentences

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 above).

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 4.2 above).

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 4.3 above).

10.11 Amendment No.

5 to Credit Agreement, dated as of April 28, 2021, 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.

The Amended Credit Agreement, as amended through Amendment No.

5, 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, is attached as Annex A to Amendment No.

5 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on April 29, 2021).

10.12 Amendment No.

6 to Credit Agreement, dated as of April 27, 2022, among Chicago Mercantile Exchange Inc., Bank of America, N.A., in its capacity as administrative agent, Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, and the banks party thereto.

The Amended Credit Agreement, as amended through Amendment No.

6, among Chicago Mercantile Exchange Inc., each of the banks party thereto, Bank of America, N.A., in its capacity as administrative agent, and Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, is attached as Annex A to Amendment No.

6 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on April 28, 2022).

10.13 Amendment No.

7 to Credit Agreement, dated as of April 26, 2023, among Chicago Mercantile Exchange Inc., Bank of America, N.A., in its capacity as administrative agent, Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, and the banks party thereto.

The Amended Credit Agreement, as amended through Amendment No.

7, among Chicago Mercantile Exchange Inc., each of the banks party thereto, Bank of America, N.A., in its capacity as administrative agent, and Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, is attached as Annex A to Amendment No.

7 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on April 28, 2023).

3 to CME Group Inc.'s Form 10-K , filed with t he SEC on February 26, 201 5 ).

4 to CME Group Inc.

's Form 10-K , filed with the SEC on February 26, 201 5 ).

10.11 Amendment No.

8 to Credit Agreement, dated as of April 24, 2024, among Chicago Mercantile Exchange Inc., Bank of America, N.A., in its capacity as administrative agent, Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, and the banks party thereto.

The Amended Credit Agreement, as amended through Amendment No.

8, among Chicago Mercantile Exchange Inc., each of the banks party thereto, Bank of America, N.A., in its capacity as administrative agent, and Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, is attached as Annex A to Amendment No.

8 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on April 25, 2024).

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)

Number Description of Exhibit

10.17 Credit Agreement, dated as of November 12, 2021, 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 Current Report on Form 8-K, filed with the SEC on November 16, 2021).

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.

15 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Number Description of Exhibit

97.1 CME Group Inc.

Compensation Recoupment Policy for Executive Officers effective as of October 2, 2023.

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):

24 unchanged sentences

/ S / CHARLES P.

Lead Director

/ S / ELIZABETH A.

3 unchanged sentences

/ S / MARTIN J.

/ S / LARRY G.

/ S / DANIEL R.

/ S / WILLIAM W.

6 unchanged sentences

MULCHRONE Director

SAVAGE Director

/ S / RAHAEL SEIFU

2 unchanged sentences

/ S / DENNIS A.

Lead Director

/ S / ROBERT J.

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 9A. Controls and Procedures