CME Group (CME) senior executive receives share award and surrenders stock for taxes

Rhea-AI Filing Summary

CME Group Inc. senior managing director Timothy Francis McCourt reported equity compensation activity involving Class A common stock. He received a grant or award of 5,504 shares at a reference price of $311.40 per share tied to performance share vesting from a 2022 award. In related non-market transactions, he surrendered 2,810 shares and separately 94 shares back to the company to cover tax withholding obligations on the performance share award and restricted stock vesting. After these transactions, he holds 12,108 shares of CME Group Class A common stock directly.

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

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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).

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^*

McCourt Timothy Francis

(Last) (First) (Middle)

20 S 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 Global Head Equity & FX

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	15,012	D
Common Stock Class A	03/15/2026		F		2,810(2)	D	$311.4	12,202	D
Common Stock Class A	03/15/2026		F		94(3)	D	$311.4	12,108	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. Mr. McCourt surrendered shares to the company in order to fulfill tax withholding obligations related to the receipt of the performance share award.

3. Mr. McCourt 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: Timothy Francis McCourt	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).
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FAQ

What did CME (CME) executive Timothy McCourt report in this Form 4?

He reported equity compensation activity, receiving 5,504 shares of CME Class A common stock from a grant or award, then surrendering shares back to the company to cover tax withholding obligations tied to performance share and restricted stock vesting.

How many CME (CME) shares did Timothy McCourt acquire in this transaction?

He acquired 5,504 shares of CME Class A common stock, reported as a grant or award at a reference price of $311.40 per share, stemming from performance shares granted in 2022 under CME Group’s Omnibus Stock Plan.

How many CME (CME) shares were surrendered for tax withholding by Timothy McCourt?

He surrendered 2,810 shares and an additional 94 shares of CME Class A common stock to the company to satisfy tax withholding obligations related to the performance share award and restricted stock vesting on March 15, 2026.

Are Timothy McCourt’s CME (CME) tax-withholding transactions open-market sales?

No. The Form 4 characterizes both dispositions using code F, meaning shares were surrendered to CME Group to pay tax liabilities, rather than sold in open-market transactions, following the vesting of performance shares and restricted stock.

What is Timothy McCourt’s CME (CME) shareholding after these Form 4 transactions?

After the award and related tax-withholding share surrenders, Timothy McCourt directly holds 12,108 shares of CME Group Class A common stock, as reported in the post-transaction ownership figures on the Form 4 filing.

What performance period determined Timothy McCourt’s CME (CME) share award size?

The number of vested performance shares was based on CME Group’s total shareholder return versus the S&P 500 over a three-year performance period from January 1, 2023 through December 31, 2025, as described in the Form 4 footnotes.