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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Class A Common Stock

Our Class A common stock is currently listed on Nasdaq under the ticker symbol "CME." As of February 7, 2024, there were approximately 4,100 holders of record of our Class A common stock.

Class B Common Stock

Our Class B common stock is not listed on a national securities exchange or traded in an organized OTC market. Each class of our Class B common stock is associated with a membership in a specific division of our CME exchange. CME's rules provide exchange members with trading rights and the ability to use or lease these trading rights. Each share of our Class B common stock can be transferred only in connection with the transfer of the associated trading rights.

Class B shares and the associated trading rights are bought and sold or leased through our membership department. Although our Class B shareholders have special voting rights, because our Class B shares have the same equitable interest in our earnings and the same dividend payments as our Class A shares, we expect that the market price of our Class B common stock, if reported separately from the associated trading rights, would be primarily determined by the value of our Class A common stock. As of February 7, 2024, there were approximately 1,530 holders of record of our Class B common stock.

Preferred Stock

In 2021, we issued and sold in a private placement approximately 4.6 million shares of Series G Non-Voting Convertible Preferred Stock. Series G Non-Voting Convertible Preferred Stock is not listed on a national securities exchange or traded in an organized OTC market. These shares are convertible to Class A common stock at the discretion of the holder at a specified conversion rate, which is initially 1:1. Series G Non-Voting Convertible Preferred Stock has the same equitable interest in our

earnings and the same dividend payments per share as our Class A shares on an as converted basis. As of February 7, 2024, there was one holder of record of our Series G Non-Voting Convertible Preferred Stock.

PERFORMANCE GRAPH

The graph below compares the cumulative five-year total return on CME Group Inc.'s Class A common stock relative to the cumulative total returns of the S&P 500 index and a customized peer group of five companies that include: Cboe Global Markets Inc, Deutsche Boerse Ag, Intercontinental Exchange Inc, London Stock Exchange Group Plc and Nasdaq Inc. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock, in the peer group and the S&P 500 index on December 31, 2018 and its relative performance is tracked through December 31, 2023.

Performance Graph.jpgThe stock price performance included in this graph is not necessarily indicative of future stock price performance.

20192020202120222023
CME Group Inc.$109.67$102.73$133.02$102.56$134.67
S&P 500131.49155.68200.37164.08207.21
Peer Group131.21154.03184.43160.15195.00

Unregistered Sales of Equity Securities

Not applicable.

Issuer Purchases of Equity Securities

Period in 2023Total Number of Shares (or Units) Purchased**(1)**Average Price Paid Per Share (or Unit)Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or ProgramsMaximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in millions)
October 1 to October 31389$214.25—$—
November 1 to November 30————
December 1 to December 3114,268210.09——
Total14,657—

(1)Shares purchased consist of an aggregate of 14,657 shares of Class A common stock surrendered to satisfy employee tax obligations upon the vesting of restricted stock.

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