CME Insider Filing: Sprague Reports Restricted Stock Vesting and Withholding

Rhea-AI Filing Summary

Suzanne Sprague, COO & Global Head of Clearing of CME Group Inc. (CME), reported stock transactions related to the vesting of restricted shares. On 09/15/2025 she surrendered 639 Class A shares to the company to satisfy tax withholding upon vesting and simultaneously acquired 3,044 Class A shares, leaving her with 11,172 Class A shares after those transactions. On 09/16/2025 she surrendered an additional 325 Class A shares for tax withholding, leaving 10,847 Class A shares reported as beneficially owned.

The Form 4 indicates these transactions were to meet tax obligations tied to restricted stock vesting; no cash purchases or open-market sales are reported and no derivative transactions are disclosed.

Positive

• Restricted stock vested, indicating compensation alignment between executive and company performance/goals
• Transactions were administrative (tax withholding) rather than open-market sales, suggesting no disposition intent

Negative

• None.

Insights

Corporate Governance Expert

TL;DR Routine insider share surrenders to satisfy tax withholding after restricted stock vesting; no material change to reported ownership.

The filing documents standard compensation-related share withholding by a senior officer. Surrenders of 639 and 325 shares were executed to satisfy tax obligations tied to vesting events on 09/15/2025 and 09/16/2025. The transactions reduce the number of shares delivered to the insider but reflect compensation realization rather than active trading or intent to change ownership concentration. For governance review, this is a routine administrative transaction with limited investor implication.

Securities Analyst

TL;DR Transactions are administrative (tax withholding) around restricted stock vesting; reported beneficial ownership remains modest relative to issuer.

The Form 4 shows no open-market purchases or sales; the net beneficial holding reported after the transactions is 10,847 Class A shares. These actions reflect issuance/settlement mechanics of equity compensation and do not signal trading-based liquidity events or changes in insider conviction. Impact on float and share count is immaterial at the company level based on the disclosed amounts.

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).

1. Name and Address of Reporting Person^*

Sprague Suzanne

(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)
	COO & Global Head of Clearing

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		639(1)	D	$258.83	8,128	D
Common Stock Class A	09/15/2025		A		3,044	A	$258.83	11,172	D
Common Stock Class A	09/16/2025		F		325(2)	D	$259.83	10,847	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. Ms. Sprague surrendered shares to the Company in order to fulfill tax withholding obligations upon the vesting of restricted stock on September 15, 2025.

2. Ms. Sprague 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: Suzanne Sprague	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 did Suzanne Sprague report on Form 4 for CME (CME)?

The report discloses that Ms. Sprague surrendered 639 shares on 09/15/2025 and 325 shares on 09/16/2025 to satisfy tax withholding tied to restricted stock vesting, and she acquired 3,044 shares on 09/15/2025; reported beneficial ownership after transactions was 10,847 Class A shares.

Were these open-market sales or purchases reported?

No. The transactions are described as surrenders to the company for tax withholding upon vesting of restricted stock, not open-market trades.

What is Suzanne Sprague's role at CME as shown on the filing?

She is listed as COO & Global Head of Clearing and an officer of CME Group Inc.

Do the Form 4 entries show any derivative transactions?

No derivative securities are reported in Table II; only non-derivative Class A common stock transactions are disclosed.