CME Group (CME) CFO gets stock award and surrenders shares for taxes

Rhea-AI Filing Summary

CME Group Inc. President and CFO Lynne Fitzpatrick reported equity compensation activity in the form of vested stock awards. She acquired 5,504 shares of Class A common stock valued at $311.40 per share from performance shares granted in 2022 and earned based on total shareholder return versus the S&P 500 over a three-year period ending December 31, 2025.

Fitzpatrick then surrendered 2,439 shares to the company to satisfy tax withholding obligations on this performance share award and another 76 shares to cover taxes on restricted stock vesting on March 15, 2026. These tax-withholding dispositions were not open-market sales. After these transactions, she directly owned 23,913 shares of CME Group Class A common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Fitzpatrick Lynne

Role President and CFO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock Class A	5,504	$311.40	$1.71M
Tax Withholding	Common Stock Class A	2,439	$311.40	$760K
Tax Withholding	Common Stock Class A	76	$311.40	$24K

Holdings After Transaction: Common Stock Class A — 26,428 shares (Direct)

Footnotes (1)

1. Represents the vesting of performance shares granted in 2022 under CME Group's Omnibus Stock Plan. The number of shares was determined based on the company's achievement of total shareholder return relative to the S&P 500 measured over a three-year performance period from January 1, 2023 through December 31, 2025. Ms. Fitzpatrick surrendered shares to the company in order to fulfill tax withholding obligations related to the receipt of the performance share award. Ms. Fitzpatrick surrendered shares to the company to fulfill tax withholding obligations upon the vesting of restricted stock on 3/15/2026.

Form 4 Insider Transactions: What Each Field Means →

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^*

Fitzpatrick Lynne

(Last) (First) (Middle)

20 SOUTH WACKER DRIVE

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

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

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

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

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	03/15/2026		A		5,504(1)	A	$311.4	26,428	D
Common Stock Class A	03/15/2026		F		2,439(2)	D	$311.4	23,989	D
Common Stock Class A	03/15/2026		F		76(3)	D	$311.4	23,913	D

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 the vesting of performance shares granted in 2022 under CME Group's Omnibus Stock Plan. The number of shares was determined based on the company's achievement of total shareholder return relative to the S&P 500 measured over a three-year performance period from January 1, 2023 through December 31, 2025.

2. Ms. Fitzpatrick surrendered shares to the company in order to fulfill tax withholding obligations related to the receipt of the performance share award.

3. Ms. Fitzpatrick surrendered shares to the company to fulfill tax withholding obligations upon the vesting of restricted stock on 3/15/2026.

Remarks:

	By: Margaret Austin Wright For: Lynne Fitzpatrick	03/17/2026
	** 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.

FAQ

What did CME (CME) President and CFO Lynne Fitzpatrick report on this Form 4?

Lynne Fitzpatrick reported vesting of stock awards and related tax withholding. She received 5,504 CME Class A shares as equity compensation and surrendered 2,515 shares back to the company to cover tax obligations tied to these awards.

How many CME (CME) shares did Lynne Fitzpatrick acquire in the latest stock award?

She acquired 5,504 shares of CME Class A common stock. These shares came from performance shares granted in 2022, earned based on total shareholder return versus the S&P 500 over a three-year period ending December 31, 2025.

Why did CME (CME) CFO Lynne Fitzpatrick surrender shares to the company?

She surrendered shares solely to satisfy tax withholding obligations. Fitzpatrick returned 2,439 shares related to the performance share vesting and 76 shares related to restricted stock vesting, instead of selling shares in the open market to pay taxes.

Were any of Lynne Fitzpatrick’s CME (CME) transactions open-market sales?

No, the reported dispositions were tax-withholding events, not market sales. The Form 4 shows code F transactions, meaning shares were delivered back to CME Group to cover tax liabilities, rather than being sold through the stock market.

How many CME (CME) shares does Lynne Fitzpatrick hold after these transactions?

She directly holds 23,913 shares of CME Class A common stock. This figure reflects her position after receiving 5,504 shares from performance awards and surrendering a total of 2,515 shares to meet tax withholding requirements.

What performance period determined Lynne Fitzpatrick’s CME (CME) performance share vesting?

The vesting was based on a three-year performance period. Total shareholder return relative to the S&P 500 from January 1, 2023 through December 31, 2025 determined how many of the 2022-granted performance shares converted into vested CME common stock.