[Form 4] CME GROUP INC. Insider Trading Activity

Rhea-AI Filing Summary

CME Group insider Jonathan L. Marcus reported routine equity transactions in mid-September 2025. On September 15, 2025 he surrendered 259 Class A shares to the company to satisfy tax-withholding obligations related to restricted stock vesting, and on the same day he acquired 2,464 Class A shares at a price of $258.83 per share, leaving him with 8,913 shares beneficially owned. On September 16, 2025 he sold 376 Class A shares at $258.96 under a Rule 10b5-1 plan adopted February 18, 2025, and surrendered an additional 259 shares at $259.83 for tax withholding, resulting in 8,243 shares owned after those transactions. The filing is signed for Mr. Marcus on September 17, 2025.

Positive

• Timely disclosure of insider transactions consistent with Section 16 requirements
• Use of a Rule 10b5-1 plan for the September 16 sale, providing pre-established trading authorization
• Transactions tied to restricted stock vesting, indicating compensation-related activity rather than opportunistic trading

Negative

• Insider sale of 376 Class A shares on September 16, 2025, which some investors may view negatively despite plan-based execution

Insights

Securities Analyst

TL;DR Insider activity appears routine: vesting-driven share surrenders, a small Rule 10b5-1 sale, and net holdings remaining meaningful.

The transactions disclosed are primarily administrative: two share surrenders to satisfy tax withholding on restricted stock vesting and a small sale of 376 shares executed under a pre-established Rule 10b5-1 trading plan. The acquisition of 2,464 shares on September 15 at $258.83 raises beneficial ownership temporarily before subsequent reductions. Overall, these moves do not indicate a material change in control or a major shift in ownership and are consistent with compensation-related settlements and a programmed trading plan.

Corporate Governance Expert

TL;DR Filing shows compliance with Section 16 reporting and use of a 10b5-1 plan; transactions are disclosure-appropriate and routine.

The reporting demonstrates timely disclosure and the use of a Rule 10b5-1 plan adopted February 18, 2025, which provides pre-clearance context for the sale on September 16. Surrenders for tax withholding tied to restricted stock vesting are standard for executives. The combined pattern—vesting, withholding, planned sale—aligns with expected governance practices rather than ad hoc insider trading.

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).

1. Name and Address of Reporting Person^*

Marcus Jonathan L

(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)
	Sr MD General Counsel

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		259(1)	D	$258.83	6,449	D
Common Stock Class A	09/15/2025		A		2,464	A	$258.83	8,913	D
Common Stock Class A	09/16/2025		S		376(2)	D	$258.96	8,537	D
Common Stock Class A	09/16/2025		F		294(3)	D	$259.83	8,243	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. Mr. Marcus surrendered shares to the Company in order to fulfill tax withholding obligations upon the vesting of restricted stock on September 15, 2025.

2. This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on February 18, 2025.

3. Mr. Marcus 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: Jonathan L. Marcus	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 transactions did CME insider Jonathan L. Marcus report on Form 4?

The filing reports surrender of 259 shares on 09/15/2025 for tax withholding, acquisition of 2,464 shares at $258.83 on 09/15/2025, sale of 376 shares at $258.96 on 09/16/2025 under a Rule 10b5-1 plan, and surrender of 259 shares on 09/16/2025 for tax withholding.

Was the September 16 sale by the CME insider pre-arranged?

Yes. The filing states the September 16 sale was effected pursuant to a Rule 10b5-1 plan adopted by the reporting person on February 18, 2025.

How many Class A shares did Jonathan Marcus own after these transactions?

Following the reported transactions the filing shows beneficial ownership of 8,243 Class A shares.

Why were shares surrendered to the company?

The filing explains that shares were surrendered to satisfy tax withholding obligations upon the vesting of restricted stock on 09/15/2025 and 09/16/2025.

Does the Form 4 indicate any amendment or correction to prior filings?

No amendment date is provided in the form; the filing lists a single set of transactions dated 09/15/2025–09/16/2025 and is signed on 09/17/2025.