CME Group (CME) CEO Terrence Duffy reports 62,902-share vesting, tax withholding

Rhea-AI Filing Summary

CME Group Chairman and CEO Terrence A. Duffy reported the vesting of 62,902 shares of Class A common stock on March 15, 2026. These performance shares were granted in 2022 and vested based on CME Group’s total shareholder return versus the S&P 500 over the period from January 1, 2023 through December 31, 2025.

To cover related tax withholding obligations, Duffy surrendered 27,866 shares back to the company at a reference price of $311.40 per share. After these compensation-related transactions, he directly holds 90,630 shares of CME Group Class A common stock, reflecting a routine equity award and associated tax withholding rather than open-market buying or selling.

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^*

DUFFY TERRENCE A

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		62,902(1)	A	$311.4	118,496	D
Common Stock Class A	03/15/2026		F		27,866(2)	D	$311.4	90,630	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. Duffy surrendered shares to the company in order to fulfill tax withholding obligations related to the receipt of the performance share award.

Remarks:

	By: Elizabeth Hensen For: Terrence A. Duffy	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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) Chairman and CEO Terrence Duffy report in this Form 4?

Terrence Duffy reported the vesting of 62,902 CME Class A common shares from a 2022 performance award. The shares vested based on total shareholder return versus the S&P 500 over a three-year period ending December 31, 2025.

How many CME (CME) shares were used for tax withholding in Terrence Duffy’s filing?

The filing shows 27,866 CME Class A shares were surrendered to the company to satisfy tax withholding obligations. This tax-related disposition used a reference price of $311.40 per share and does not represent an open-market sale.

How many CME (CME) shares does Terrence Duffy hold after these transactions?

After the reported transactions, Terrence Duffy directly holds 90,630 CME Group Class A common shares. This figure reflects the vested performance shares net of those surrendered to cover tax obligations associated with the award.

What performance period determined the CME (CME) shares vesting for Terrence Duffy?

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

Was Terrence Duffy’s CME (CME) Form 4 a market purchase or sale of shares?

No, the Form 4 reflects a compensation-related performance share vesting and tax withholding. Shares were granted and some surrendered to the company for taxes, with no open-market purchase or sale activity reported in this filing.

At what price were CME (CME) shares valued for Terrence Duffy’s tax withholding?

Shares surrendered for tax withholding were valued at $311.40 per CME Class A share. This price is used in the filing to report the tax-withholding disposition and does not indicate a separate open-market trade price.