[Form 4] CME GROUP INC. Insider Trading Activity

Rhea-AI Filing Summary

Timothy Francis McCourt, Senior Managing Director, Global Head Equity & FX at CME Group Inc. (CME), reported changes in his beneficial ownership via a Form 4. On September 15, 2025 he surrendered 754 Class A shares to satisfy tax-withholding associated with restricted stock vesting and simultaneously acquired 2,752 Class A shares at $258.83 per share, bringing his direct holdings to 9,887 shares. On September 16, 2025 he surrendered an additional 379 shares at $259.83 per share for tax-withholding, leaving 9,508 shares beneficially owned after the transactions. The Form 4 was signed on behalf of Mr. McCourt on September 17, 2025.

Positive

• Timely compliance with Section 16 reporting requirements, evidenced by a filed Form 4 and signature dated 09/17/2025
• Clear disclosure that share surrenders were for tax-withholding on restricted stock vesting, indicating standard equity compensation settlement

Negative

• Reduction in direct holdings due to share surrenders: 754 shares on 09/15/2025 and 379 shares on 09/16/2025
• Transactions involve insider equity which slightly changes Mr. McCourt's beneficial ownership to 9,508 Class A shares

Insights

Securities Analyst

TL;DR: Routine insider share surrender and acquisition for tax withholding; no indication of trading for liquidity or portfolio reallocation.

The filing shows share surrenders tied to tax-withholding on restricted stock vesting and a contemporaneous acquisition of 2,752 shares at $258.83. These are standard equity compensation mechanics rather than open-market dispositions or opportunistic trades. The net effect is a modest change in direct holdings to 9,508 shares. For investors, this is informational about insider compensation settlement, not a material shift in ownership or corporate control.

Corporate Governance Expert

TL;DR: Disclosure appears procedural and compliant; surrender of shares for tax withholding is typical for executives receiving restricted stock.

The Form 4 clearly states the surrendered shares were used to satisfy tax obligations upon vesting, which aligns with common grant settlement practices. The report was filed and signed promptly, indicating adherence to Section 16 reporting requirements. No additional governance issues or unusual transfer mechanisms are disclosed in the form.

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^*

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)
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		754(1)	D	$258.83	7,135	D
Common Stock Class A	09/15/2025		A		2,752	A	$258.83	9,887	D
Common Stock Class A	09/16/2025		S		379(2)	D	$259.83	9,508	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. McCourt surrendered shares to the Company in order to fulfill tax withholding obligations upon the vesting of restricted stock on September 15, 2025.

2. Mr. McCourt 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: Timothy Francis McCourt	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 Timothy McCourt report on the Form 4 for CME (CME)?

He reported surrendering 754 Class A shares on 09/15/2025 and surrendering 379 shares on 09/16/2025 to satisfy tax-withholding, and acquiring 2,752 Class A shares on 09/15/2025 at $258.83 per share.

Why were shares surrendered by the reporting person?

The Form 4 states the shares were surrendered to the company to fulfill tax withholding obligations upon the vesting of restricted stock on 09/15/2025 and 09/16/2025.

What is Timothy McCourt’s role at CME as listed on the Form 4?

He is listed as Sr MD Global Head Equity & FX and an officer of the issuer.

How many Class A shares does Mr. McCourt beneficially own after these transactions?

The filing reports 9,508 Class A shares beneficially owned following the reported transactions.

When was the Form 4 signed and filed on behalf of Mr. McCourt?

The signature block shows the form was signed on behalf of Timothy Francis McCourt by Margaret Austin Wright on 09/17/2025.