CME Group (CME) director Carey receives fully vested stock awards

Rhea-AI Filing Summary

Carey Charles P reported acquisition or exercise transactions in this Form 4 filing.

CME Group Inc. director Charles P. Carey reported new indirect holdings of Class A common stock through trust-related awards and other entities. On June 25, 2026, a trust associated with him received 422 shares at $225 per share and another 645 shares at the same price.

Footnotes explain that 422 shares were granted as fully vested stock under the company’s annual equity compensation program for non-employee directors, and 645 shares were issued instead of part of his annual cash retainer, based on the closing share price on the grant date.

After these awards, indirect holdings shown include 6,846 shares by trust, 6,424 shares by another trust entry, 185 shares held by a firm, and a small partnership interest of 0.375 share, all reported as indirect ownership.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Carey Charles P

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock Class A	645	$225.00	$145K
Grant/Award	Common Stock Class A	422	$225.00	$95K
holding	Common Stock Class A	--	--	--
holding	Common Stock Class A	--	--	--

Holdings After Transaction: Common Stock Class A — 6,424 shares (Indirect, by Trust)

Footnotes (1)

1. Represents a grant of fully vested shares of Class A Common Stock issued to the Reporting Person as part of the Issuer's annual equity compensation program for non-employee directors under the CME Group Director Stock Plan. These shares are not subject to any vesting conditions. At the Reporting Person's election, shares issued in lieu of all or a portion of the annual cash retainer for serving as a member of the Board of Directors. The number of shares was determined by dividing the cash retainer by the closing price on the date of grant.

Key Figures

Director stock grant: 422 shares at $225.00 Shares in lieu of cash retainer: 645 shares at $225.00 Indirect trust holding: 6,846 shares +4 more

7 metrics

Director stock grant 422 shares at $225.00 Fully vested Class A stock under annual equity compensation program

Shares in lieu of cash retainer 645 shares at $225.00 Issued instead of annual cash retainer based on closing price

Indirect trust holding 6,846 shares Class A stock held indirectly by trust after transaction

Second trust holding 6,424 shares Class A stock held indirectly by trust after transaction

Firm indirect holding 185 shares Class A stock held indirectly by firm

Partnership indirect holding 0.375 share Class A stock held indirectly by partnership

Acquisition transactions 2 entries Form 4 summary shows two acquisition-type transactions (code A)

Key Terms

annual equity compensation program, CME Group Director Stock Plan, non-employee directors, in lieu of the annual cash retainer, +1 more

5 terms

annual equity compensation program financial

"Represents a grant of fully vested shares of Class A Common Stock issued to the Reporting Person as part of the Issuer's annual equity compensation program"

CME Group Director Stock Plan financial

"as part of the Issuer's annual equity compensation program for non-employee directors under the CME Group Director Stock Plan"

non-employee directors financial

"annual equity compensation program for non-employee directors under the CME Group Director Stock Plan"

Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.

in lieu of the annual cash retainer financial

"At the Reporting Person's election, shares issued in lieu of all or a portion of the annual cash retainer for serving as a member of the Board"

indirect ownership financial

"total_shares_following_transaction ... direct_or_indirect "I" and nature_of_ownership "by Trust" or "By Firm""

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/29/2026 - 04:12 PM Accepted by SEC EDGAR 06/29/2026 - 04:11 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Carey Charles P

(Last) (First) (Middle)

20 S. WACKER DRIVE

(Street)

CHICAGO ILLINOIS 60606

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
CME GROUP INC. [ CME ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock Class A	06/25/2026		A(1)		645	A	$225	6,424	I	by Trust
Common Stock Class A	06/25/2026		A(2)		422	A	$225	6,846	I	by Trust
Common Stock Class A								185	I	By Firm
Common Stock Class A								0.375	I	by Partnership

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a grant of fully vested shares of Class A Common Stock issued to the Reporting Person as part of the Issuer's annual equity compensation program for non-employee directors under the CME Group Director Stock Plan. These shares are not subject to any vesting conditions.

2. At the Reporting Person's election, shares issued in lieu of all or a portion of the annual cash retainer for serving as a member of the Board of Directors. The number of shares was determined by dividing the cash retainer by the closing price on the date of grant.

Remarks:

	/s/ Elizabeth Hensen, as Attorney-in-Fact for Charles P. Carey	06/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did CME (CME) director Charles P. Carey report in this Form 4?

Charles P. Carey reported indirect acquisitions of CME Class A common stock. These include fully vested stock awards and shares received instead of cash director fees, all held through trusts and other entities rather than directly in his personal account.

How many CME Group shares were granted to Charles P. Carey as director equity compensation?

A trust associated with Charles P. Carey received 422 CME Group Class A shares as fully vested stock. This grant was part of the issuer’s annual equity compensation program for non-employee directors under the CME Group Director Stock Plan.

At what price were Charles P. Carey’s reported CME stock awards calculated?

Both reported trust awards, 422 shares and 645 shares, used a value of $225.00 per share. For shares issued instead of cash retainers, the number of shares was determined by dividing the cash retainer by the closing price on the grant date.

Why did Charles P. Carey receive 645 CME shares instead of cash?

He elected to receive CME stock in lieu of all or part of his annual cash retainer for board service. The 645 shares were calculated by dividing the elected cash amount by the closing market price on the grant date, as described in the footnote.

Are Charles P. Carey’s new CME stock awards subject to vesting conditions?

The 422-share grant is described as fully vested Class A Common Stock. The footnote states these shares were issued under the CME Group Director Stock Plan and are not subject to any vesting conditions, meaning they are immediately earned when granted.

How are Charles P. Carey’s CME holdings structured according to the filing?

All reported positions are indirect holdings. They are listed as held by a trust, by a firm, and by a partnership, reflecting ownership through these entities rather than directly, with separate share totals disclosed for each indirect ownership category.