[Form 4] CME GROUP INC. Insider Trading Activity

Rhea-AI Filing Summary

Insider transactions at CME Group Inc. (CME)

Lynne Fitzpatrick, President and Chief Financial Officer, reported three Form 4 transactions related to restricted stock vesting on September 15-16, 2025. She surrendered 639 Class A shares on 09/15/2025 and 379 shares on 09/16/2025 to satisfy tax withholding obligations, at prices of $258.83 and $259.83 respectively. On 09/15/2025 she also acquired 4,348 Class A shares at $258.83, reflecting the net issuance from vesting. After these reported transactions, she beneficially owned 20,924 Class A shares directly.

Positive

• Form 4 filed timely, demonstrating compliance with Section 16 reporting requirements
• Executive retains significant ownership with 20,924 Class A shares after vesting and withholding
• Transactions relate to restricted stock vesting, indicating alignment of executive compensation with company performance rather than open-market selling

Negative

• Surrendered 1,018 shares (639 on 09/15/2025 and 379 on 09/16/2025) to satisfy tax withholding, reducing gross share count
• Minor disposition of shares occurred, which, while routine, slightly reduces the executive's absolute stake

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding share surrenders on vested restricted stock; shows compliance and ongoing executive ownership.

The Form 4 discloses standard post-vesting mechanics: Ms. Fitzpatrick surrendered shares to cover tax obligations and received net shares from restricted stock vesting. These actions are common and administratively driven rather than indicative of an active sale for liquidity or a change in view on company prospects. The reporting demonstrates adherence to Section 16 reporting requirements and preserves executive alignment with shareholders via a meaningful residual holding of 20,924 Class A shares.

Securities Analyst

TL;DR: Transactions are administrative (tax withholding) and have no material dilutive or liquidity impact on the market.

The amounts surrendered (639 and 379 shares) are small relative to typical public float and were processed at prices near $259 per share. The intermediate acquisition of 4,348 shares reflects gross vesting before withholding. Net holdings remain at 20,924 shares, indicating continued insider exposure to CME’s performance. No derivative activity or other compensatory adjustments were reported beyond these vesting-related movements.

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

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)
09/15/2025

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	09/15/2025		F		639(1)	D	$258.83	16,955	D
Common Stock Class A	09/15/2025		A		4,348	A	$258.83	21,303	D
Common Stock Class A	09/16/2025		F		379(2)	D	$259.83	20,924	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. Ms. Fitzpatrick surrendered shares to the Company in order to fulfill tax withholding obligations upon the vesting of restricted stock on September 15, 2025.

2. Ms. Fitzpatrick surrendered shares to the Company in order to fulfill tax withholding obligations upon the vesting of restricted stock on September 16, 2025.

Remarks:

	By: Margaret Austin Wright For: Lynne Fitzpatrick	09/17/2025
	** 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 Lynne Fitzpatrick report on Form 4 for CME (CME)?

The filing reports restricted stock vesting on 09/15/2025 and 09/16/2025; Ms. Fitzpatrick surrendered 639 and 379 Class A shares for tax withholding and acquired 4,348 shares on 09/15/2025.

How many Class A shares does Lynne Fitzpatrick beneficially own after the transactions?

She beneficially owns 20,924 Class A shares following the reported transactions.

Were the transactions open-market sales or another type?

They were share surrenders to satisfy tax withholding associated with restricted stock vesting, not open-market discretionary sales.

At what prices were the surrendered shares reported?

Shares surrendered on 09/15/2025 were reported at $258.83 and those on 09/16/2025 at $259.83.

Do these Form 4 entries indicate any derivative transactions or option exercises?

No. Table II shows no derivative transactions; all reported activity relates to non-derivative Class A shares and withholding.