CME Group (CME) general counsel nets share award with tax withholding

Rhea-AI Filing Summary

CME Group Inc. senior managing director and general counsel Jonathan L. Marcus received an equity award of 5,270 shares of Class A common stock on March 15, 2026. The vesting amount was based on CME’s total shareholder return versus the S&P 500 over a three-year period from January 1, 2023 through December 31, 2025.

On the same date, Marcus surrendered 2,377 shares to the company to cover tax withholding on the performance share award and 261 shares to cover taxes on restricted stock vesting. These tax-withholding dispositions were not open-market sales. After these transactions, he directly holds 10,483 CME Class A shares.

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

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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^*

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)
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		5,270(1)	A	$311.4	13,121	D
Common Stock Class A	03/15/2026		F		2,377(2)	D	$311.4	10,744	D
Common Stock Class A	03/15/2026		F		261(3)	D	$311.4	10,483	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. Marcus surrendered shares to the company in order to fulfill tax withholding obligations related to the receipt of the performance share award.

3. Mr. Marcus 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: Jonathan L. Marcus	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).
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FAQ

What insider transaction did CME (CME) report for Jonathan L. Marcus?

CME reported an equity compensation event for senior managing director and general counsel Jonathan L. Marcus. He received 5,270 Class A shares from a performance share award, then surrendered shares back to CME solely to satisfy tax withholding obligations tied to that vesting and restricted stock.

How many CME shares did Jonathan L. Marcus receive in his 2026 award?

Jonathan L. Marcus received 5,270 shares of CME Class A stock upon vesting of a 2022 performance share grant. The final share count was based on CME’s total shareholder return versus the S&P 500 measured from January 1, 2023 through December 31, 2025.

Why did Jonathan L. Marcus surrender CME shares on March 15, 2026?

He surrendered shares to cover tax withholding. Footnotes state 2,377 shares were surrendered to satisfy taxes on the performance share award and 261 shares for taxes on restricted stock vesting on March 15, 2026, rather than selling shares in the open market.

How many CME shares does Jonathan L. Marcus hold after these transactions?

After the March 15, 2026 transactions, Jonathan L. Marcus directly holds 10,483 CME Class A shares. This figure reflects the net position following the performance share vesting and the related share surrenders used to satisfy tax withholding obligations owed to the company.

Was the CME Form 4 for Jonathan L. Marcus a market purchase or sale?

The Form 4 reflects compensation and tax withholding events, not open-market trades. Marcus received shares from a performance share vesting, then surrendered portions back to CME to pay tax liabilities. No discretionary market buy or sell transactions were reported in this filing.