What performance criteria determined Suzanne Sprague’s CME (CME) share award?

The 5,504-share performance award was based on CME Group’s total shareholder return relative to the S&P 500. The measurement period ran from January 1, 2023 through December 31, 2025, as part of a performance share grant made in 2022 under the Omnibus Stock Plan.

CME Group (CME) COO gets 5,504-share performance stock award

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Form Type

Rhea-AI Filing Summary

CME Group COO & Global Head of Clearing Suzanne Sprague received 5,504 shares of Class A common stock as a performance share award. The vested shares were granted under CME Group's Omnibus Stock Plan and were based on the company's total shareholder return versus the S&P 500 over a three-year period ending December 31, 2025.

To cover tax withholding obligations tied to this vesting and to separate restricted stock vesting on March 15, 2026, she surrendered a total of 2,515 shares back to the company. After these compensation-related and tax-withholding entries, she directly holds 13,836 shares of CME Group Class A common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Sprague Suzanne

Role COO & Global Head of Clearing

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 — 16,351 shares (Direct)

Footnotes (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. Sprague surrendered shares to the company in order to fulfill tax withholding obligations related to the receipt of the performance share award. Ms. Sprague surrendered shares to the company to fulfill tax withholding obligations upon the vesting of restricted stock on 3/15/2026.

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Form 4 Insider Transactions: What Each Field Means →

03/17/2026 - 12:23 PM

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^*

Sprague Suzanne

(Last)

(First)

(Middle)

20 SOUTH WACKER DRIVE

(Street)

CHICAGO

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)
	COO & Global Head of Clearing

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Class A	03/15/2026		A		5,504⁽¹⁾	A	$311.4	16,351	D
Common Stock Class A	03/15/2026		F		2,439⁽²⁾	D	$311.4	13,912	D
Common Stock Class A	03/15/2026		F		76⁽³⁾	D	$311.4	13,836	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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

3. Ms. Sprague 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: Suzanne Sprague	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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CME (CME) report for Suzanne Sprague?

CME Group reported that Suzanne Sprague received a grant of 5,504 shares of Class A common stock as a performance share award, then surrendered 2,515 shares back to the company to satisfy tax withholding obligations related to the award and restricted stock vesting.

How many CME (CME) shares were granted to Suzanne Sprague in this Form 4?

Suzanne Sprague was granted 5,504 shares of CME Group Class A common stock. These shares vested as performance shares awarded under the company’s Omnibus Stock Plan, determined by total shareholder return versus the S&P 500 over a three-year performance period ending December 31, 2025.

Were any of Suzanne Sprague’s CME (CME) shares sold on the open market?

The transactions did not involve open-market sales. Instead, 2,515 shares were surrendered back to CME Group to meet tax withholding obligations tied to the vesting of a performance share award and restricted stock on March 15, 2026, as described in the footnotes.

How many CME (CME) shares does Suzanne Sprague hold after these transactions?

After the grant and share surrenders for tax withholding, Suzanne Sprague directly holds 13,836 shares of CME Group Class A common stock. This figure reflects her updated ownership position following the compensation-related entries reported in the Form 4 insider filing.

Why did Suzanne Sprague surrender CME (CME) shares back to the company?

She surrendered shares to fulfill tax withholding obligations. Footnotes state shares were returned to CME Group to cover taxes related to the vesting of performance shares and the vesting of restricted stock that occurred on March 15, 2026.