CME Group (CME) 10-K risk factor changes: FY2024 vs FY2023

Please see "Item 1A - Risk Factors - Risks Relating To Our Business" beginning on page [removed: [20](#id4359a5eb20c4504aa0abb3e68a729a1_37)] [added: [20](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_37)] for additional information.

[added: We are primarily subject to the jurisdiction of the regulatory agencies in the U.S., U.K. and E.U.] As a result of our global operations, we are also subject to the rules and regulations of other local jurisdictions in which we conduct business and offer our products and services, as appropriate.

[added: Additional new laws or regulations or] changes in enforcement practices applicable to our businesses or those of our clients could be imposed in the U.S. or other jurisdictions, which could change, or require us to change, our business practices or the structure of our business, including its current governance, risk oversight or regulatory structure, or impose significant costs on us by, for example, requiring more of our funds to be set aside for the guaranty fund or to meet other compliance requirements.

Our broker-dealer and [removed: multilateral trading facility] [added: MTF] businesses, BrokerTec and EBS, are also extensively regulated in various jurisdictions.

As part of maintaining its FICC membership, BrokerTec Americas is required to timely and fully meet all margin calls and other obligations established by FICC, and as such must maintain ready access to sufficient liquidity to satisfy [removed: those obligations.]

Please see "Item 1 - Business - Regulatory Matters" beginning on page [removed: [11](#id4359a5eb20c4504aa0abb3e68a729a1_25)] [added: [12](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_25)] for additional information on our areas of regulatory focus.

Some of [removed: CME Clearing's] [added: our clearing house's] largest clearing firms have indicated their belief that clearing facilities should not be owned or controlled by exchanges and should be operated as utilities and not for profit.

Our strategic business plan for our futures and options business is to operate an efficient and transparent [removed: vertically integrated] [added: vertically-integrated] transaction execution, clearing and settlement business.

We encounter competition in all aspects of our business, including from entities having substantially greater capital and resources, offering a wide range of products and [added: services and in some cases operating under a different and possibly less stringent regulatory regime.]

- utilize better, more user-friendly or more reliable [removed: technology;][added: technology, including artificial intelligence;]

Please see "Item 1 - Business - Competition" beginning on page [removed: [10](#id4359a5eb20c4504aa0abb3e68a729a1_22)] [added: [10](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_22)] for additional information on the competitive environment and its potential impact on our business.

Changes in our pricing structure may result in a decrease [removed: in] [added: to] our profit margin.

To the extent a clearing [removed: firm] [added: member] were to experience a decrease in capital and be unable to meet requirements, it may be required to decrease its trading activity.

Our technology, our customers, our people and our third-party service providers are vulnerable to cyber-security threats, which could result in wrongful use of our data or our customers’ data or cause interruptions in [removed: our][added: our operations, our customers' operations, or our third-party service providers' operations, which could cause us to lose customers and trading volume and result in substantial liabilities.]

Our technology, our customers, our people and our third-party service providers may be vulnerable to targeted attacks, such as "phishing" attacks, unauthorized access, fraud, [added: business email compromise,] computer viruses, denial of service attacks, terrorism, "ransomware" attacks, attacks created through artificial intelligence, firewall or encryption failures or other security or operational risks.

Additionally, outside parties may attempt to fraudulently induce employees, users, customers or our third party providers to disclose sensitive information in order to gain access to our technology systems and data, or our customers’ [added: systems and data, or our third parties' systems and] data.

However, our security measures or those of our third-party providers, including any cloud-based technologies, [removed: such as those pursuant to our partnership with Google Cloud,] may prove insufficient depending upon the attack or threat posed.

Any security attack or breach could result in system failures and delays, malfunctions in our operations, loss of customers or lower trading volume, loss of competitive position, damage to our reputation, disruption of our business, legal liability or regulatory fines and significant [removed: costs, which in turn may cause our revenues and earnings to decline.]

It is impossible to accurately predict the likelihood or impact of any terrorist attack [removed: on] [added: against us or] our [removed: industry generally] [added: third party service providers,] or on our [removed: business.][added: industry generally.]

Such an attack may result in harm to our personnel or the closure of our facilities or render our backup data and recovery systems [removed: inoperable.][added: inoperable, or have similar consequences for our third party service providers.]

In [removed: 2023,] [added: 2024,] 92% of our overall contract volume was generated through electronic trading on our CME Globex electronic platform.

If we do not continue to enhance our electronic trading systems and technology offerings, including the development and migration of our [removed: marketplace] [added: markets] and supporting operational and business functions to the [removed: cloud,] [added: CME Google Cloud platform and the private Google Cloud region,] if we are unable to develop our trading systems and technology offerings to include other products and markets, or if they do not have the required functionality, performance, availability and resilience, capacity, security and speed desired by our customers, our ability to successfully compete and our revenues and profits will be adversely [removed: affected.][added: affected, which could have a material impact on our financial condition or results of operations.]

If we experience systems failures or capacity constraints, our ability to conduct our operations and execute our business strategy could be materially harmed, and we could be [removed: subjected] [added: subject] to significant costs and liabilities.

We cannot assure that we will not experience system failures from power or telecommunications failures, acts of God, war or terrorism, human error on our part or on the part of our third-party providers or partners, natural disasters, fire, [added: rising temperatures,] sabotage, hardware or software malfunctions or defects, computer viruses, cyber attacks, acts of vandalism or similar occurrences.

Although we conduct due diligence and monitor important suppliers and service providers (including [added: the resiliency of] their [removed: resiliency),] [added: operations),] we cannot provide assurances of their performance and any interruption or cessation of their supplies or services could negatively impact our operations or those of our customers, as well as affect our reputation, financial or regulatory posture.

Many of our customers rely on third parties, such as [removed: independent software vendors,] [added: ISVs,] to provide them with front-end systems to access our trading platforms and other back office systems for their trade processing and risk management needs.

While these service providers have undertaken to keep current and certify as to our enhancements and make corresponding changes to their software [removed: to] [added: for] our interfaces and functionality, we cannot guarantee that they will continue to make the necessary monetary, resource and time investments to keep up with our enhancements and changes.

To the extent any of our service providers or the organizations that provide services to our customers in connection with their trading activities cease to provide these services or cease to provide these services in an efficient, cost-effective manner, or fail to adequately expand their services to meet our needs and the needs of our customers, we could experience decreased trading [added: volume, lower revenues and higher costs.]

Revenues from our market data and information services represented 12% of our total revenues during the years ended December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022.][added: 2023.]

We may issue additional equity and/or debt as part of strategic partnerships with third parties, as was the case in connection with our [removed: transaction] [added: partnership] with Google Cloud.

[removed: The] [added: To the extent we acquire a new business, the] process of integration also may produce unforeseen regulatory and operating difficulties and expenditures and may divert the attention of management from the ongoing operation of our business.

- complying with extensive and complex compliance requirements, regulations and oversight by regulators other than our primary functional [removed: regulators, including sanctions and anti-bribery laws;][added: regulators;]

Our ability to manage our risks and comply with applicable laws and regulations in the jurisdictions where we operate is largely dependent on our establishment and maintenance of effective risk management, [added: compliance and monitoring programs.]

We maintain risk management, compliance and monitoring policies, procedures and programs that are designed to prevent, detect, deter, monitor and manage our risks, including enterprise risk, compliance and internal audit programs, but such policies, procedures and programs may not be fully effective in their [added: design or] operation.

We cannot guarantee that our policies and procedures will always be effective or that we will always be successful in [added: evaluating,] monitoring or [removed: evaluating] [added: managing] the risks to which we are or may be exposed.

Misconduct by our employees and agents could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of customers or the company, improper securities trading activities, circumvention of controls and procedures, improper use of assets, improper use and unauthorized disclosure of data or confidential information of the company or its [removed: customers,] [added: customers or third parties,] improper use of artificial intelligence or failure to provide effective oversight over artificial intelligence, among other potential misconduct.

[removed: Further, allegations by regulatory or criminal authorities of improper] trading activities in our markets could affect our brand and reputation and reduce the number of participants trading in our markets.

[removed: We are significantly dependent on the] [added: A significant percentage of our] contract volume [removed: of products that are] [added: and revenue is] based on [removed: intellectual property rights of] indexes derived from third-party price reporting agencies.

Our business is dependent on proprietary technology and [removed: other] intellectual property that we own or license from third parties.

We attempt to protect our proprietary technology and intellectual property rights by relying on [added: patents,] trademarks, copyright, database rights, trade secrets, restrictions on disclosure, and other methods.

those obligations.

costs, which in turn may cause our revenues and earnings to decline and could have a material impact on our financial condition or results of operations.

- attract ISVs to write software that will allow our customers to effectively access our systems;

Further, allegations by regulatory or criminal authorities of improper

If such third parties take actions that result in the loss of protection for those intellectual property rights or changes in intellectual property laws yield that result, it could have a negative impact on our contract volume and revenues.

In connection with these rights, our ability to take

We are primarily subject to the jurisdiction of the regulatory agencies in the U.S., U.K. and European Union.

Additional new laws or regulations or

services and in some cases operating under a different and possibly less stringent regulatory regime.

operations, which could cause us to lose customers and trading volume and result in substantial liabilities.

- attract independent software vendors to write front-end software that will effectively access our electronic trading systems and automated order routing system;

volume, lower revenues and higher costs.

- A decrease in overall trading volume, which may lead to a decreased demand for our market data;

OSTTRA, our joint venture with IHS Markit (now a part of S&P Global), is subject to many of these risks, including the potential we may not achieve the expected cost savings, synergies and other strategic benefits from the transaction within the anticipated time frames, that the joint venture may be more costly than expected, or that we may experience customer attrition.

The E.U.-U.K. Trade and Cooperation Agreement was effective on January 1, 2021.

As a result of Brexit, we have established a CME Group business in the Netherlands, a member of the European Union, which allows BrokerTec and EBS to continue trading in regulated financial instruments to customers in the European Economic Area; however, this has resulted in, and may continue to result in, increased legal, compliance and operational costs.

compliance and monitoring programs.

To comply with CFTC core principles, we must be able to demonstrate that our products may not be readily susceptible to manipulation.

Our inability to offer products based on these indexes could have a negative impact on our contract volume and revenues.

the particular period.

- Results of Operations: Includes an analysis of our [removed: 2023] [added: 2024] financial results and a discussion of any known events or trends that are likely to impact future results.

We offer our customers the opportunity to trade futures contracts and options contracts on a range of products, including those based on interest rates, equity indexes, foreign exchange, [removed: agricultural commodities, energy] [added: energy, metals] and [removed: metals.][added: agricultural commodities.]

Trading activity in our centralized markets has fluctuated due to the ongoing uncertainty in the financial markets, fluctuations in the availability of credit, variations in the amount of assets under management as well as the [removed: Federal Reserve Bank’s interest rate policy.]

We expect competition to continue to intensify, especially in light of ongoing regulatory [removed: reform] [added: development] in the financial services industry.

[added: Competition is influenced by our brand and reputation; the efficiency and security of our clearing,] settlement and support services; depth and liquidity of our markets; [added: capital and margin efficiencies;] diversity of product offerings, including frequency and quality of new product development and innovative services; our ability to position and expand upon existing products to address changing market needs; efficient and seamless customer experience; transparency, reliability, anonymity and security of transaction processing; the regulatory environment; connectivity, accessibility, flexibility in execution methods, and distribution; and technology capability and innovation, as well as overall transaction costs.

The competitive environment to which we are subject is discussed in "Item 1 - Business" beginning on page [removed: [10](#id4359a5eb20c4504aa0abb3e68a729a1_22).][added: [10](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_22).]

The regulatory environment to which we are subject is discussed in "Item 1 - Business" beginning on page [removed: [11](#id4359a5eb20c4504aa0abb3e68a729a1_25).][added: [12](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_25).]

Our strategic initiatives are discussed in "Item 1 - Business" beginning on page [removed: [7](#id4359a5eb20c4504aa0abb3e68a729a1_16).][added: [7](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_16).]

[added: Any customer who is] guaranteed by a clearing firm and who agrees to be bound by our exchange rules is able to obtain direct access to our electronic platforms.

Open outcry trading is conducted exclusively by our members, who may execute trades on behalf of [removed: customers or for themselves.]

Under the performance criteria of our annual incentive plans, the bonus funded under the plans is based on achieving certain financial performance [added: targets established by the compensation committee of our board of directors.]

[removed: The fair value of restricted stock awards] and other performance share grants is based on either the share price on the date of the grant or a model of expected future stock prices.

Other expenses. We incur additional ongoing expenses for [removed: communications, technology support services] [added: technology, licensing] and [added: other fee agreements and] various other activities necessary to support our operations.

- Equity in net earnings (losses) of unconsolidated subsidiaries includes income and losses from our investments in S&P Dow Jones Indices LLC, OSTTRA, Shanghai CFETS-NEX International Money Broking Co., Ltd. and [removed: Dubai] [added: Gulf] Mercantile Exchange.

In establishing these policies within the framework of accounting principles generally accepted in the [removed: U.S.,] [added: United States (U.S.),] management must make certain assessments, estimates and choices that will result in the application of these principles in a manner that appropriately reflects our financial condition and results of operations.

[removed: Clearing and transaction fees are] recognized as revenue when a buy and sell order are matched, novated and when the trade is cleared.

We recognize potential liabilities for anticipated tax audit issues in the [removed: United States] [added: U.S.] and other applicable foreign tax jurisdictions using a more-likely-than-not recognition threshold based on the technical merits of the tax position taken or expected to be taken.

For a comparison of our results of operations for the fiscal years ended December 31, [removed: 2022] [added: 2023] to December 31, [removed: 2021,] [added: 2022,] see "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2022,] [added: 2023,] filed with the SEC on February [removed: 27, 2023.][added: 28, 2024.]

| (dollars in millions, except per share data) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2023-2022] [added: 2024-2023] | | |

| Total revenues | | | | | | $ | [removed: 5,578.9] [added: 6,130.1] | | | | | $ | [removed: 5,019.4] [added: 5,578.9] | | | | | | | | | | | [removed: 11] [added: 10] | | % |

| Total expenses | | | | | | [removed: 2,143.2] [added: 2,198.6] | | | | | | [removed: 2,003.5] [added: 2,143.2] | | | | | | | | | | | | [removed: 7] [added: 3] | | |

| Operating margin | | | | | | [removed: 61.6] [added: 64.1] | | % | | | | [removed: 60.1] [added: 61.6] | | % | | | | | | | | | | | | |

| Non-operating income (expense) | | | | | | $ | [removed: 717.9] [added: 609.9] | | | | | $ | [removed: 474.4] [added: 717.9] | | | | | | | | | | | [removed: 51] [added: (15)] | | |

| Effective tax expense rate | | | | | | [removed: 22.3] [added: 22.4] | | % | | | | [removed: 22.9] [added: 22.3] | | % | | | | | | | | | | | | |

| Net income attributable to CME Group | | | | | | $ | [removed: 3,226.2] [added: 3,525.8] | | | | | $ | [removed: 2,691.0] [added: 3,226.2] | | | | | | | | | | | [removed: 20] [added: 9] | | |

| Diluted earnings per common share attributable to CME Group | | | | | | [removed: 8.86] [added: 9.67] | | | | | | [removed: 7.40] [added: 8.86] | | | | | | | | | | | | [removed: 20] [added: 9] | | |

| Cash flows from operating activities | | | | | | [removed: 3,453.8] [added: 3,690.5] | | | | | | [removed: 3,056.0] [added: 3,453.8] | | | | | | | | | | | | [removed: 13] [added: 7] | | |

| (dollars in millions) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2023-2022] [added: 2024-2023] | | | | | | | | |

| Clearing and transaction fees | | | | | | $ | [removed: 4,588.5] [added: 4,988.2] | | | | | $ | [removed: 4,142.7] [added: 4,588.5] | | | | | | | | | | | [removed: 11] [added: 9] | | % | | | | | | |

| Market data and information services | | | | | | [removed: 663.7] [added: 710.2] | | | | | | [removed: 610.9] [added: 663.7] | | | | | | | | | | | | [removed: 9] [added: 7] | | | | | | | | |

| Other | | | | | | [removed: 326.7] [added: 431.7] | | | | | | [removed: 265.8] [added: 326.7] | | | | | | | | | | | | [removed: 23] [added: 32] | | | | | | | | |

| Total Revenues | | | | | | $ | [removed: 5,578.9] [added: 6,130.1] | | | | | $ | [removed: 5,019.4] [added: 5,578.9] | | | | | | | | | | | [removed: 11] [added: 10] | | | | | | | | |

| Total contract volume (in millions) | | | [removed: 6,098.5] [added: 6,685.0] | | | | | | [removed: 5,846.0] [added: 6,098.5] | | | | | | | | | | | | [removed: 4] [added: 10] | | % | | | | | | |

| Clearing and transaction fees (in millions) | | | $ | [removed: 4,220.8] [added: 4,623.3] | | | | | $ | [removed: 3,758.5] [added: 4,220.8] | | | | | | | | | | | [removed: 12] [added: 10] | | | | | | | | |

| Average rate per contract | | | 0.692 | | | | | | [removed: 0.643] [added: 0.692] | | | | | | | | | | | | [removed: 8] [added: —] | | | | | | | | |

We estimate the following net increase in clearing and transaction fees based on a change in total contract volume and a change in average rate per contract during [removed: 2023] [added: 2024] compared with [removed: 2022.][added: 2023.]

| (in millions) | | | | | | [removed: 2023-2022] [added: 2024-2023] | | | | | | | | |

| Increase due to change in total contract volume | | | | | | $ | [removed: 174.7] [added: 405.7] | | | | | | | |

| [removed: Increase] [added: Decrease] due to change in average rate per contract | | | | | | [removed: 287.6] [added: (3.2)] | | | | | | | | |

| Net increase in clearing and transaction fees | | | | | | $ | [removed: 462.3] [added: 402.5] | | | | | | | |

Federal Reserve Bank’s interest rate policy.

customers or for themselves.

The fair value of restricted stock awards

Clearing and transaction fees are

We also earn revenue from the dissemination of market data to subscribers, distributors, and other third-party licensees of market data.

Market data and information services fee revenue is generally recognized on a monthly basis as the customers receive and consume the benefit of the market data services.

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | 2024-2023 | | | | | | | | |

| Aggregate average daily volume | | | | | | 26,528 | | | | | | 24,394 | | | | | | | | | | | | 9 | | | | | | | | |

We also expanded our ongoing sales efforts across many of the product lines to increase our sales growth across the globe.

| (amounts in thousands) | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | 2024-2023 | | | | | | | | |

| Options | | | | | | — | | | | | | 41 | | | | | | | | | | | | (100) | | | | | | | | |

| Ultra T-Bond | | | | | | 415 | | | | | | 312 | | | | | | | | | | | | 33 | | | | | | | | |

We believe this was a result of mixed inflation results that occurred throughout the year, as well as the U.S. presidential and congressional elections in November.

We also believe there was uncertainty regarding the Federal Reserve's interest policy decisions.

The Federal Reserve cut interest rates three times in 2024 and issued cautious guidance for 2025.

The increase in overall interest rate contract volume was also due to our ongoing sales efforts to increase global participation.

| (amounts in thousands) | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | 2024-2023 | | | | | | | | |

Equity index contract volume increased slightly in 2024 compared with 2023.

We believe the increase in Nasdaq-100 contract volume was due to higher volatility within the technology sector as a result of market speculation about artificial intelligence initiatives.

The increase in volume was partially offset by lower overall equity volatility within the S&P 500, which is more diversified than the tech heavy Nasdaq-100.

We also believe the increase in volume is due our additional client outreach efforts throughout the year.

| (amounts in thousands) | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | 2024-2023 | | | | | | | | |

Overall foreign exchange contract volume increased in 2024 when compared with 2023, which we believe is due to uncertainty surrounding the Federal Reserve and other global central banks' interest rate policy decisions.

The Federal Reserve cut interest rates three times in 2024, but issued cautious guidance moving forward as a result of continued uncertainty surrounding inflation.

| (amounts in thousands) | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | 2024-2023 | | | | | | | | |

In addition, poor weather conditions throughout the Black Sea region led to increased uncertainty surrounding soybean and wheat yields.

We also believe the increase in volume is due to our initiatives to increase cross selling among key customers and optimization of our incentive programs to promote volume growth of new and existing products.

| (amounts in thousands) | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | 2024-2023 | | | | | | | | |

We believe the increase in volume is due to uncertainty in the global energy markets caused by multiple geopolitical conflicts in the Middle East and Eastern Europe.

We also believe the increase in volume is due our additional client outreach efforts throughout the year.

| (amounts in thousands) | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | 2024-2023 | | | | | | | | |

We also believe the increase in volume was due to increased sales efforts, specifically with retail clients and our international sales efforts for copper products.

The overall increase due to the rise in fees was offset by a decrease resulting from higher member trading as a percentage of total volume as well as our tiered volume pricing structure.

| U.S. Repos | | | | | | $ | 328.4 | | | | | $ | 293.6 | | | | | 12 | | % |

| (dollars in millions) | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | 2024-2023 | | | | | | | | |

| License fees | | | | | | 32.7 | | | | | | 2 | | |

| Occupancy and building operations | | | | | | (11.5) | | | | | | (1) | | |

| Professional fees and outside services | | | | | | (11.7) | | | | | | (1) | | |

| Total | | | | | | $ | 55.4 | | | | | 3 | | % |

- License fees expense was higher primarily due to an increase in volume for certain equity products and improved revenue performance related to certain other incentive arrangements.

Prior to September 2021, we provided optimization services that delivered transaction lifecycle management and information services to help our customers optimize their capital, mitigate their risk and reduce operational costs.

Optimization services included Traiana, TriOptima and Reset.

In September 2021, we contributed the net assets of our optimization business to OSTTRA, our joint venture with IHS Markit (later acquired by S&P Global).

Competition is influenced by our brand and reputation; the efficiency and security of our clearing.

Any customer who is

Prior to the contribution of the net assets of our optimization business to OSTTRA, other revenues included revenues from our optimization services, which included fees for risk management and information services for the OTC markets, including portfolio reconciliation and post-trade processing.

Revenue earned from these services was typically generated through subscriptions or transaction fees.

targets established by the compensation committee of our board of directors.

A reserve is established for estimated fee adjustments to reflect corrections to customer exchange trading privileges.

This reserve has historically been immaterial.

The reserve is based on the historical pattern of adjustments processed as well as management's estimate of future adjustment activity.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | 2023-2022 | | | | | | | | |

However, overall equity index volatility leveled off following higher volatility in early 2022 caused by tensions and geopolitical uncertainty between Russia and Ukraine.

| Options | | | | | | 41 | | | | | | 833 | | | | | | | | | | | | (95) | | | | | | | | |

_________

*n.m.

not meaningful*

We believe this was a result of fluctuating U.S. Treasury yields following interest rate hikes by the FOMC.

We also believe the increase in interest rate volatility was due to market uncertainty regarding future FOMC rate changes in 2024 following improved market conditions the second half of 2023.

In addition, market uncertainty following the collapse of two U.S. regional banks in the first half of 2023 also led to higher interest rate volatility.

The increases in Secured Overnight Financing Rate contract (SOFR) volumes and the corresponding decreases in Eurodollar volumes were due to market participants transitioning to the new reference rate and away from Eurodollar contracts, which are based on LIBOR.

The publication of the LIBOR rate concluded in the second quarter of 2023.

Equity index volatility was high in 2022 as a result higher than expected inflation, as well as rising tensions and geopolitical uncertainty with Russia and Ukraine.

Market volatility was higher in 2022 due to the global central banks' interest rate policy decisions as a result of higher than expected inflation.

In addition, the first half of 2022 saw lower overall volatility within the commodities markets due to risk aversion by market participants following price increases and global trade uncertainty resulting from the conflict between Russia and Ukraine.

We believe these factors contributed to higher overall commodity volume in 2023.

Overall energy contract volume increased in 2023 when compared with 2022.

We believe this is due to the uncertainty in the global energy markets caused by the continuing war between Russia and Ukraine and unrest in the Middle East.

We believe these factors contributed to higher overall energy volume in 2023.

Overall metal contract volume increased in 2023 when compared with 2022, which we believe was attributable to higher overall market volatility within the gold and silver markets.

We believe these factors led to the overall increase in metal contract volume.

We believe the decrease in U.S. Treasury average daily notional value was due to a

reduction in treasury issuances during the year.

The decline in the spot FX average daily notional values was due to overall lower volatility in 2023 when compared with 2022.

Volatility within the European Repo and spot FX markets were higher in 2022 as a result of the conflict between Russia and Ukraine and uncertainty surrounding the Federal Reserve's interest rate policy.

| Non-qualified deferred compensation | | | | | | $ | 33.2 | | | | | 2 | | % |

| Currency fluctuation | | | | | | 26.1 | | | | | | 1 | | |

| Legal Fees | | | | | | 13.5 | | | | | | 1 | | |

| Total | | | | | | $ | 139.7 | | | | | 7 | | % |

Debt outstanding at December 31, [removed: 2023] [added: 2024] consisted of fixed-rate borrowings of $3.4 [removed: billion (in U.S. dollar equivalent).][added: billion.]

We did not have any variable-rate borrowings at December 31, [removed: 2023.][added: 2024.]

At December 31, [removed: 2023,] [added: 2024,] aggregate performance bond deposits for clearing firms for both financial safeguard packages was [removed: $272.1] [added: $291.5] billion, including cash performance bond deposits, non-cash deposits, Interest Earnings Facility funds and letters of credit.

The following shows the available assets at December 31, [removed: 2023] [added: 2024] in the event of a payment default by a clearing firm for the base financial safeguard package after first utilizing the defaulting firm's available assets:

| Guaranty fund contributions(2) | | | | | | [removed: 6,653.4] [added: 8,254.3] | | |

| Assessment powers(3) | | | | | | [removed: 18,297.0] [added: 22,699.2] | | |

(3)In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted firm, our corporate contribution and the non-defaulting clearing firms' guaranty fund contributions, we would assess all non-defaulting clearing [removed: members] [added: firm] as provided in the rules governing the guaranty fund.

We could assess non-defaulting clearing [removed: members] [added: firms] 275% of their existing guaranty fund requirements [added: in the event of a single default, and] up to a maximum of 550% of their existing guaranty fund requirements [added: in the event of a default by multiple clearing firms,] as provided in the rules.

Assessment powers are calculated to reflect the potential obligation that each clearing member could be called for in the event clearing member defaults exhaust the guaranty fund; however, the total amount available would be reduced by the defaulted clearing [removed: members'] [added: firms'] assessment obligations since they would no longer be able to satisfy their obligations.

The following shows the available assets for the interest rate swap financial safeguard package at December 31, [removed: 2023] [added: 2024] in the event of a payment default by a clearing firm that clears interest rate swap contracts, after first utilizing the defaulting firm's available assets:

| Guaranty fund contributions(2) | | | | | | [removed: 1,969.2] [added: 1,798.9] | | |

| Assessment powers(3) | | | | | | [removed: 705.2] [added: 905.7] | | |

(3)In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted firm, our corporate contribution and the non-defaulting firms' guaranty fund contributions, we would assess non-defaulting clearing [removed: members] [added: firms] as provided in the rules governing the interest rate swap guaranty fund.

Assessment powers are calculated to reflect the potential obligation that each clearing member could be called for based on potential failure of the third and fourth largest clearing member; however, the total amount available would be reduced by the defaulted clearing [removed: members'] [added: firms'] assessment obligations since they would no longer be able to satisfy their obligations.

At December 31, [removed: 2023,] [added: 2024,] the balance of the collateral at FICC was [removed: $175.0] [added: $230.0] million, which was included in other current assets on the consolidated balance sheet.

For transactions with counterparties that are not members of the third-party clearing house, settlement typically occurs on the day following execution and, prior to settlement, BrokerTec Americas is exposed to the risk of loss in the event a [added: counterparty fails to meet its obligations.]

Aggregate transaction gains (losses) for [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] were [removed: $(12.9)] [added: $(3.0)] million, [removed: $13.2] [added: $(12.9)] million and [removed: $0.4] [added: $13.2] million, respectively.

Aggregate translation gains [removed: (losses), net of tax,] [added: (losses)] for [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] were [removed: $70.8] [added: $(61.0)] million, [removed: $(195.4)] [added: $70.8] million and [removed: $(62.0)] [added: $(195.4)] million, respectively.

We maintain committed repurchase facility agreements amounting to a total of $1.0 billion.

The committed repurchase facilities provide access to cash, secured by non-cash collateral, in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house.

The facilities are subject to annual renewal.

We currently do not have any borrowings outstanding under these facilities.

We also maintain a committed facility of up to $750.0 million for foreign currency conversions.

The committed foreign currency facility allows the clearing house to convert cash to another currency within generally accepted local market timeframes in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house.

The facility is subject to annual renewal.

We currently do not have any foreign currency trades outstanding under this facility.

counterparty fails to meet its obligations.

At December 31, 2023, we had a receivable from counterparties and payable to counterparties of $714.9 million and $708.9 million, respectively.

These receivables and payables were settled within two business days following December 31, 2023.

The counterparty receivables and payables are recognized within other current assets and other current liabilities, respectively.

CME Group provides primary price discovery and referential pricing information through its market data in a variety of formats, including [removed: real time,] [added: real-time,] historical and derived data for customers in both listed and cash products.

CME Group exchanges offer the widest range of global benchmark products across interest rates, equity indexes, foreign exchange (FX), [removed: agricultural commodities,] [added: and agricultural,] energy and [removed: metals.][added: metals commodities.]

We also offer cash and repo fixed income trading via BrokerTec, and [removed: cash] [added: spot] and OTC FX trading via EBS.

- CME's product slate includes agricultural, equities, FX, [added: OTC Interest Rate Swaps complex,] cryptocurrencies/alternative investments and interest rate products, including Secured Overnight Financing Rate (SOFR) futures and options, [added: Fed Funds futures and options,] livestock and cash-settled contracts based on the S&P 500, [removed: including the E-mini S&P 500 ESG (Environmental, Social and Governance) contract,] Micro E-mini Equity Index contracts, Nasdaq-100, FTSE [removed: Russell] [added: Russell, Nikkei] and Bitcoin and Ether [removed: Reference Rate.][added: futures and options.]

- NYMEX's product slate consists of energy and metals products, including contracts for crude oil, natural gas, heating [removed: oil, gasoline and] [added: oil (or low sulfur diesel), gasoline,] emissions (GEO, N-GEO and [removed: C-GEO).][added: C-GEO), platinum and palladium.]

CME Group products are traded primarily through CME Globex, as well as by open outcry in Chicago for SOFR options [removed: (and previously, Eurodollar options)] and through privately negotiated transactions.

- certainty [added: and flexibility] of execution;

- global distribution, including connectivity through high-speed international telecommunications hubs in key financial [removed: centers or order routing to our global partner exchanges.][added: centers.]

We maintain comprehensive business continuity and disaster recovery [removed: plans and] [added: plans, as well as] facilities designed to provide nearly continuous availability of our markets in the event of a business disruption or disaster.

In [removed: 2023, 84%] [added: 2024, 85%] of our contract volume was from trades by our members.

CME Clearing Business: Through our clearing [removed: house,] [added: house operated by CME,] we provide clearing and settlement services for a broad range of exchange-traded futures and options on futures contracts and OTC derivatives.

[removed: CME Clearing] [added: The clearing house] marks open positions to market at least twice a trading day, requiring payments from clearing firms whose positions have lost value and making payments to clearing firms whose positions have gained value.

[removed: No] [added: One] firm represented at least 10% of our clearing and transaction fees revenue for [removed: 2023.][added: 2024.]

Cash Markets Business: Our cash markets business [removed: is comprised of] [added: comprises] BrokerTec and [added: EBS, primarily] operated on CME [removed: Globex EBS.][added: Globex.]

Certain BrokerTec products are cleared [removed: at] [added: through] third-party clearing houses.

[removed: - BrokerTec] [added: BrokerTec] operates global electronic trading for fixed income [added: and money market] products, with a leading position in cash U.S. Treasuries, [removed: E.U.] [added: European Government Bonds,] and [added: Repo on European Union (E.U.), United Kingdom (U.K.),] U.S. [removed: repo] [added: and other international G10, emerging market] fixed income instruments and [removed: European Government] [added: Supranational and Agency] Bonds.

BrokerTec Quote is a Request For Quote platform provided on [removed: third party] [added: third-party] technology, that offers a dealer-to-client trading solution for the [removed: European, U.K. and U.S.] [added: global] government [added: bond] repo [added: (including Emerging Markets) and credit repo] markets.

[removed: - EBS] [added: EBS] provides for the trading of global FX products across major and emerging market currencies and Spot Precious Metals.

EBS Direct is a relationship-based trading platform offering [removed: spot] [added: Spot] FX, Spot Precious Metals (and [added: previously,] FX forwards and FX swaps until the [removed: scheduled] cessation of that business in April 2024).

[removed: As such,] [added: To this end,] we provide proprietary real-time and historical market data related to CME Group’s deeply liquid exchanges and cash markets businesses.

We further offer derived cash markets pricing, third-party and alternative data sets, as [added: well as a wide range of analytic tools.]

As customers continue to leverage cloud technology to improve and evolve their businesses, CME Group has taken a leading role by becoming the first derivatives marketplace to provide live market data natively [removed: in the cloud with the launch of our cloud connect capabilities] on the Google [removed: Cloud Platform.][added: Cloud.]

CME Group is also the distributor of leading benchmark equity and commodity indices on behalf of third parties, as well as a distributor and licensor of our own proprietary benchmarks and indices, including CME Term SOFR Reference Rates (CME Term [removed: SOFR),] [added: SOFR) and Term €STR Reference Rates,] which [removed: are designed to] adhere to the IOSCO Principles for Financial Benchmarks and are administered by our U.K. regulated subsidiary, CME Benchmark Administration Limited.

Maximize Futures and Options Growth Globally — We continue to focus on driving growth and new customer acquisition by expanding, innovating and scaling our core offerings, and increasing participation from [removed: non-U.S.] customers.

We have further focused on building upon cloud-based data distribution capabilities as a more flexible and potentially [removed: cost-effective] [added: efficient] means of providing data to our clients.

In [removed: 2023,] [added: 2024,] CME Group futures and options had a record average daily volume of [removed: 24.4] [added: 26.5] million contracts, with a volume record in our interest rates asset class for the [removed: second] [added: third] consecutive year.

It was also a year of volume records for multiple products, including [added: Treasury futures and] Ultra 10 Year Treasury Note futures, SOFR futures, Bitcoin [added: futures, Natural Gas (futures and options), Metals] futures and [added: options and] a record number of contracts executed via Basis Trade at Index [removed: Close.][added: Close ("BTIC").]

Some of our [added: new] products introduced over the past [removed: two years] [added: year] include:

- Euro-denominated Bitcoin and Ether Futures [removed: (2022)]

- [added: Options on] Euro [removed: Short-Term] [added: short-term] Rate [removed: (€STR)] Futures [removed: (2022)][added: (€STR)]

- Additional Cryptocurrency Reference Rates and Real-Time Indices [removed: (2022 and 2023)]

In addition to the individual product launches noted above, we have completed many product extensions across our asset classes, including short-dated options products (Monday options on U.S. Treasury Futures, [removed: Monday] [added: Tuesday] and [removed: Wednesday] [added: Thursday] options on [added: WTI Crude Oil, Tuesday and Thursday options on Gold, Silver, and Copper, and Bitcoin Friday futures).]

In [removed: 2023,] [added: 2024,] approximately [removed: 30%] [added: 31%] of our electronic futures and options volume was from transactions reported as outside the U.S. and approximately 54% of our market data revenue was derived from outside the U.S. We also achieved [removed: 13%] [added: 17%] growth in trading volume during European trading hours and [removed: 11%] [added: 7%] growth during [removed: Latin America] [added: Asia Pacific] trading hours in [removed: 2023] [added: 2024] compared to [removed: 2022.][added: 2023.]

The FX and Metals Market Profile Tools on Quant Analytics offer [removed: simple, but] [added: simple and] effective methods for clients to compare and contrast our leading FX and metals products and liquidity pools side-by-side, which in turn enables clients to analyze their opportunity to minimize costs and achieve best execution by accessing highly complementary liquidity pools across cash and futures markets.

We expect to continue to expand [removed: this Quant Analytics] [added: our analytics] suite in the future as well.

We have increased our customer base and continue to target cross-asset opportunities across client segments and across cash and futures platforms, driving [removed: global sales] [added: sale] and generating new client participation across all regions.

We have a [removed: long] history of providing customer value and responsiveness and believe our products and services position us to help our customers adapt to and comply with new regulations, while enabling them to [removed: efficiently manage their risks.]

We have a broad distribution network [added: around the globe] comprised of a combination of internal and external channels and proprietary front-end capabilities.

In [removed: late 2023,] [added: 2025,] we [removed: announced the] [added: are planning to] launch [removed: of our new] CME FX Spot+ as another tool for our customers to increase access, transparency and trading opportunities across spot FX and FX futures markets.

CME FX Spot+ [added: is] an all-to-all spot FX marketplace that will connect liquidity between two trading environments, whereby spot FX participants will have expanded access to CME FX futures liquidity in OTC spot terms within an open, transparent, central limit order book environment, while FX futures market users will [removed: see] [added: have] expanded access to OTC FX liquidity.

For certain of these exchange-traded derivatives contracts, the clearing house assists in the administration of physical delivery of the underlying product.

The clearing house does not guarantee physical delivery.

Rather, in the event of a delivery failure, the clearing house has a financial performance obligation to the clearing member whose actions or omissions did not cause or contribute to the delivery failure.

The clearing house also monitors the risk and operational capabilities for facilitating the delivery for physically deliverable exchange-traded derivatives contracts as outlined below.

BrokerTec is fully integrated with all major ISVs for order entry and staging as well as post trade for clearing and settlement, offering an efficient and fully electronic end-to-end trade workflow solution.

BrokerTec Quote also offers securities lending in European debt.

- E-mini S&P 500 Equal Weight Futures

- Credit Futures and Repo on Corporate Bonds on BrokerTec

- CBOT Wheat - Euronext Milling Wheat No. 2 Spread futures contract and the KC HRW Wheat - Euronext Milling Wheat No. 2 Spread futures contract

- Options on Bloomberg Commodity Index (BCOM) Futures

- Spodumene

- Yen- and U.S.-dollar denominated micro Nikkei Futures

- Options on E-mini Select Sector Futures and Dow Jones U.S. Real Estate Index Futures

efficiently manage their risks.

We continue to add new channel partners to help us expand the reach of CME Group offerings.

In 2024, we launched €STRWatch to help clients manage risk around European Central Bank (ECB) policy decisions.

This tool builds on the success of CME Group’s FedWatch, SOFRWatch and TreasuryWatch tools.

We continue to enhance our retail strategy focusing on the growth of top-tier and large new-to-futures brokers, which resulted in a record number of new retail accounts.

Retail remains a core tenet of our new client acquisition strategy, and we are focused on bringing new-to-futures brokers to our markets.

It also further diversified our customer base and relationships outside the U.S. It gave us access to repo customers, and positioned us to grow our repo activity in the U.S. and Europe.

It allows us to offer relative value trading solutions for the cash treasury marketplace, and to bring the expanded capabilities of our Globex platform to BrokerTec customers.

In 2024, our subsidiary, CME Securities Clearing Inc. (CMESC) filed an application with the SEC to become a Securities Clearing Agency, which would be regulated by the SEC.

The goal is for CMESC to help market participants comply with upcoming U.S. Treasury clearing requirements and, ultimately, to position the company to offer additional capital and operational efficiencies to its clients.

We are preparing to launch this service following approval from the SEC.

Our clearing services offer the ability to optimize collateral

In 2024, we expanded SPAN 2 to equity products.

With the new arrangement implemented, eligible clearing firms of CME and the Government Securities Division of DTCC's FICC can now cross-margin an expanded suite of products, including CME Group SOFR futures, Ultra 10-Year U.S. Treasury Note futures and Ultra U.S. Treasury Bond futures, with FICC-cleared U.S. Treasury notes and bonds and certain repo transactions.

We continue to increase participation with a stable pipeline of additional interested clearing firms, as well as new market participants seeking access to the program.

In 2024, we began migrating our clearing applications to the Cloud and the majority of the daily clearing cycle processes for futures and options on futures are operating on the Cloud as of the end of 2024.

The full migration of clearing processes is expected to be completed in 2025.

In 2024, we also announced that Google Cloud will build a private Google Cloud region and co-location facility in Aurora, IL, which will allow our customers to choose their mode(s) of accessing our markets.

We continue to make progress in preparing to move the markets.

The partnership with Google Cloud allows us to modernize and simplify our architecture, enabling quicker delivery of value for internal and external customers while reducing operational risk and gaining operational efficiencies and maximizing the value of various analytics, including clearing analytics, which we expect we will be able to offer more broadly.

CME Group and Google Cloud have partnered and begun building a new private Google Cloud region, and a co-location facility, in Aurora, Illinois, which will host Google Cloud's platform designed to support global trading of CME Group's futures and options markets, and offer derivatives traders cloud-based, ultra-low-latency networking, and high-performance computing.

We protect our

Six new derivatives clearing operators have gained approval in the U.S. in the last decade, including: LedgerX Clearing, Nodal Clear, Cboe Clear US, Bitnomial Clearinghouse, ForecastEx and Kalshi Klear.

Internalization is a growing part of the fixed income marketplace as well.

We also face competition from parties able to offer both on-the-run and off-the-run marketplaces.

In 2024, our subsidiary, F&O Financial LLC received approval from the National Futures Association (NFA) to operate as an FCM.

F&O Financial was established to prepare for potential future changes in the marketplace.

well as a wide range of analytic tools.

- CBL Core Global Emissions Offset (C-GEO) Futures (2022)

- 20-year U.S. Treasury Bond Futures (2022)

- Micro Bitcoin and Ether Options (2022)

- Aluminum Options (2022)

- Micro WTI Options (2022)

- Six new E-mini sector index Futures (2022)

- Ether Options (2022)

- Ten event contracts linked to our global benchmarks (2022)

- TBA futures for Mortgage-backed Securities (2022)

- Event contracts on Bitcoin Futures (2023)

- Micro E-mini S&P MidCap 400 and Micro E-mini S&P SmallCap 600 Futures (2023)

- Offshore Renminbi Options (2023)

- Lithium Carbonate Futures (2023)

- Ether/Bitcoin Ratio Futures (2023)

- T-Bill Futures (2023)

- Options on Micro Gold Futures (2023)

- Cobalt Hydroxide Futures (2023)

- Micro Henry Hub Futures and Options (2023)

- Additional short-term Options on U.S. Treasury Futures (2023)

WTI Crude Oil, Tuesday and Thursday options on E-mini Russell 2000, and Monday, Tuesday, Wednesday and Thursday options on Micro E-mini Nasdaq-100 and S&P 500).

Our CME Liquidity Tool enables market participants to analyze liquidity across CME Group products during U.S., London or Singapore trading hours and covers 37 products to meet customer demand for our growing product suite.

Our real-time streaming versions of the CVOL indexes provide a representative measure of the market expectation of 30-day forward risk, comprising both end of day and live streaming values.

We are expecting to start client testing in the second half of 2024.

We are positioned to take direct advantage of growth in treasury issuance, unwinding of the Fed’s balance sheet, liquid treasury holdings and the trading of treasury instruments, as well as growing repo activity in the U.S. and Europe.

Through the end of 2023, we have licensed the CME Term SOFR benchmark to 2,975 firms and over 11,000 licensees in 100 countries.

In 2021, CME Group and IHS Markit (later acquired by S&P Global) established a 50/50 joint venture, OSTTRA.

We contributed to OSTTRA our trade processing/post-trade businesses (Traiana, TriOptima and Reset) and IHS Markit contributed

its MarkitSERV business.

OSTTRA serves as the leading optimization business and provider of progressive post-trade solutions for the global OTC markets across interest rate, FX, equity and credit asset classes.

In 2024, we are expecting to expand SPAN 2 to other asset classes.

is generally exclusive for futures and options.

capabilities and solutions; and implement customer protections designed to ensure the integrity of our market and the confidence of our customers.

assets.

The proposal would require GSIBs to hold increased capital for OTC exposures that they centrally clear for clients.

As of December 31, 2023, our global employee population consisted of approximately 3,565 staff, with 62% (approximately 2,200) of these employees working in the United States.

We recognize that fostering a diverse and inclusive global culture is critical to our business success.

We regularly conduct employee engagement surveys.

Diversity and Inclusion

At CME Group, we embrace an exchange of ideas driven by the rich diversity of our people, cultures and experiences.

Contingencies to the consolidated financial statements beginning on page [removed: [74](#id4359a5eb20c4504aa0abb3e68a729a1_187)] [added: [76](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_190)] for CME Group’s legal proceedings disclosure, which is incorporated herein by reference.

For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]

| 20 South Wacker [removed: Drive] [added: Drive Chicago Illinois] | | | | | | [removed: Chicago] | | | [removed: Illinois] | | | 60606 | | |

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2023,] [added: 2024,] was approximately [removed: $66.3] [added: $70.4] billion (based on the closing price per share of CME Group Inc. Class A common stock on the Nasdaq Global Select Market (Nasdaq) on such date).

The number of shares outstanding of each of the registrant’s classes of common stock as of February [removed: 7, 2024] [added: 12, 2025] was as follows: [removed: 359,991,858] [added: 360,354,174] shares of Class A common stock, $0.01 par value; 625 shares of Class B common stock, Class B-1, $0.01 par value; 813 shares of Class B common stock, Class B-2, $0.01 par value; 1,287 shares of Class B common stock, Class B-3, $0.01 par value; and 413 shares of Class B common stock, Class B-4, $0.01 par value.

| Portions of CME Group Inc.’s Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders | | | | | | Part III | | |

| Item 1. | | | [removed: [Business](#id4359a5eb20c4504aa0abb3e68a729a1_13)] [added: [Business](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_13)] | | | [removed: [5](#id4359a5eb20c4504aa0abb3e68a729a1_13)] [added: [5](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_13)] | | |

| Item 1A. | | | [Risk [removed: Factors](#id4359a5eb20c4504aa0abb3e68a729a1_31)] [added: Factors](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_31)] | | | [removed: [16](#id4359a5eb20c4504aa0abb3e68a729a1_31)] [added: [16](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_31)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#id4359a5eb20c4504aa0abb3e68a729a1_43)] [added: Comments](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_43)] | | | [removed: [26](#id4359a5eb20c4504aa0abb3e68a729a1_43)] [added: [27](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_43)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#id4359a5eb20c4504aa0abb3e68a729a1_2146)] [added: [Cybersecurity](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_46)] | | | [removed: [26](#id4359a5eb20c4504aa0abb3e68a729a1_2146)] [added: [27](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_46)] | | |

| Item 2. | | | [removed: [Properties](#id4359a5eb20c4504aa0abb3e68a729a1_46)] [added: [Properties](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_49)] | | | [removed: [28](#id4359a5eb20c4504aa0abb3e68a729a1_46)] [added: [28](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_49)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#id4359a5eb20c4504aa0abb3e68a729a1_49)] [added: Proceedings](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_52)] | | | [removed: [28](#id4359a5eb20c4504aa0abb3e68a729a1_49)] [added: [28](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_52)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#id4359a5eb20c4504aa0abb3e68a729a1_52)] [added: Disclosures](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_55)] | | | [removed: [28](#id4359a5eb20c4504aa0abb3e68a729a1_52)] [added: [28](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_55)] | | |

| [PART [removed: II.](#id4359a5eb20c4504aa0abb3e68a729a1_55)] [added: II.](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_58)] | | | | | | [removed: [28](#id4359a5eb20c4504aa0abb3e68a729a1_58)] [added: [29](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_61)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#id4359a5eb20c4504aa0abb3e68a729a1_58)] [added: Securities](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_61)] | | | [removed: [28](#id4359a5eb20c4504aa0abb3e68a729a1_58)] [added: [29](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_61)] | | |

| Item 6. | | | [removed: [Reserved](#id4359a5eb20c4504aa0abb3e68a729a1_61)] [added: [\[Reserved\]](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_64)] | | | [removed: [30](#id4359a5eb20c4504aa0abb3e68a729a1_61)] [added: [31](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_64)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#id4359a5eb20c4504aa0abb3e68a729a1_64)] [added: Operations](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_67)] | | | [removed: [31](#id4359a5eb20c4504aa0abb3e68a729a1_64)] [added: [32](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_67)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#id4359a5eb20c4504aa0abb3e68a729a1_103)] [added: Risk](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_106)] | | | [removed: [46](#id4359a5eb20c4504aa0abb3e68a729a1_103)] [added: [47](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_106)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#id4359a5eb20c4504aa0abb3e68a729a1_106)] [added: Data](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_109)] | | | [removed: [49](#id4359a5eb20c4504aa0abb3e68a729a1_106)] [added: [51](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_109)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#id4359a5eb20c4504aa0abb3e68a729a1_214)] [added: Disclosure](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_217)] | | | [removed: [81](#id4359a5eb20c4504aa0abb3e68a729a1_214)] [added: [84](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_217)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#id4359a5eb20c4504aa0abb3e68a729a1_217)] [added: Procedures](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_220)] | | | [removed: [81](#id4359a5eb20c4504aa0abb3e68a729a1_217)] [added: [84](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_220)] | | |

| Item 9B. | | | [Other [removed: Information](#id4359a5eb20c4504aa0abb3e68a729a1_220)] [added: Information](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_223)] | | | [removed: [85](#id4359a5eb20c4504aa0abb3e68a729a1_220)] [added: [88](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_223)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#id4359a5eb20c4504aa0abb3e68a729a1_223)] [added: Inspections](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_226)] | | | [removed: [85](#id4359a5eb20c4504aa0abb3e68a729a1_223)] [added: [88](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_226)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#id4359a5eb20c4504aa0abb3e68a729a1_229)] [added: Governance](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_232)] | | | [removed: [85](#id4359a5eb20c4504aa0abb3e68a729a1_229)] [added: [88](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_232)] | | |

| Item 11. | | | [Executive [removed: Compensation](#id4359a5eb20c4504aa0abb3e68a729a1_232)] [added: Compensation](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_235)] | | | [removed: [85](#id4359a5eb20c4504aa0abb3e68a729a1_232)] [added: [88](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_235)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#id4359a5eb20c4504aa0abb3e68a729a1_235)] [added: Matters](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_238)] | | | [removed: [85](#id4359a5eb20c4504aa0abb3e68a729a1_235)] [added: [88](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_238)] | | |

| Item 13. | | | [Certain Relationships, Related Transactions and Director [removed: Independence](#id4359a5eb20c4504aa0abb3e68a729a1_238)] [added: Independence](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_241)] | | | [removed: [85](#id4359a5eb20c4504aa0abb3e68a729a1_238)] [added: [89](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_241)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#id4359a5eb20c4504aa0abb3e68a729a1_241)] [added: Services](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_244)] | | | [removed: [86](#id4359a5eb20c4504aa0abb3e68a729a1_241)] [added: [89](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_244)] | | |

| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#id4359a5eb20c4504aa0abb3e68a729a1_247)] [added: Schedules](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_250)] | | | [removed: [86](#id4359a5eb20c4504aa0abb3e68a729a1_247)] [added: [89](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_250)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#id4359a5eb20c4504aa0abb3e68a729a1_250)] [added: Summary](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_253)] | | | [removed: [90](#id4359a5eb20c4504aa0abb3e68a729a1_250)] [added: [94](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_253)] | | |

- [added: increasing competition by foreign and domestic entities, including increased competition from new entrants into] our [added: markets and consolidation of existing entities; our] ability to keep pace with rapid technological developments, including our ability to complete the development, implementation and maintenance of the enhanced functionality required by our customers while maintaining reliability and ensuring that such technology is not vulnerable to security risks;

- our ability to continue introducing [added: innovative and] competitive new products and services on a timely, cost-effective basis, including through our electronic trading capabilities, and [added: derive revenues that are commensurate with] our [added: efforts and expectations, and our] ability to maintain the competitiveness of our existing products and services;

- changes in regulations, including the impact of any changes in laws or government policies with respect to our products or services or our industry, such as any changes to regulations and policies that require increased financial and operational resources from us or our [removed: customers;][added: customers, as well as the impact of tariffs and tax policy changes, restrictions on our ability to offer CME Group products and services in specific geographies or to specific customers or limitations or changes in underlying/physical product flows across geographies;]

- the ability of our credit and liquidity risk management practices to adequately protect us from the credit risks of clearing [removed: members] [added: firms] and other counterparties, and to satisfy the margin and liquidity requirements associated with the BrokerTec matched principal business;

- our dependence on third-party providers and exposure to risk through third parties, including risks related to the performance, reliability and security of technology used by our third-party providers and third-party providers that our clients [added: and third-parties] rely on;

- volatility in commodity, equity and fixed income prices, and price volatility of financial benchmarks and instruments such as interest rates, equity indices, fixed income instruments and foreign exchange rates; [added: economic, social, political and market conditions, including the volatility of the capital and credit markets and the impact of economic conditions on the trading activity of our current and potential customers;]

- our ability to accommodate increases in contract volume and [added: market data and] order transaction traffic [added: across the entire trade cycle] and [added: the ability] to implement enhancements without failure or degradation of the performance of our trading and clearing [removed: systems;][added: systems and meeting our regulatory reporting obligations;]

- our ability to manage the risks, control the costs and achieve the synergies associated with our strategy for acquisitions, investments and alliances, including those associated with the performance of our joint ventures with S&P Dow Jones (S&P Dow Jones Indices LLC) in index [removed: services and in trade processing/post trade services (OSTTRA),] [added: services,] our primary business and distribution partners’ actions and our partnership with [added: Google, including our ability to manage the successful implementation of our agreements with] Google [removed: Cloud;][added: and our data center partners;]

- impact of CME Group [removed: pricing] [added: pricing/fee level] and [added: structure and] incentive changes;

of this Report beginning on page [removed: [16](#id4359a5eb20c4504aa0abb3e68a729a1_31).][added: [16](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_31).]

| [PART I.](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_10) | | | | | | [3](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_10) | | |

| [PART III.](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_229) | | | | | | [88](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_229) | | |

| [PART IV.](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_247) | | | | | | [89](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_247) | | |

| [Signatures](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_256) | | | | | | [95](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_256) | | |

- our ability to manage variable costs relating to CME Group's transition to the Google Cloud and minimize duplicative costs during the transition between maintaining the on-premise environment and the Google Cloud environment;

- our reliance on third-party distribution partners, including independent software vendors (ISVs), Futures Commission Merchants (FCMs), introducing brokers, broker-dealers around the world, regulatory reporting and data distributors and platform operators, and other partners, for facilitating trading and for market data information, and potential impacts from changes in their business models and priorities;

| [PART I.](#id4359a5eb20c4504aa0abb3e68a729a1_10) | | | | | | [3](#id4359a5eb20c4504aa0abb3e68a729a1_10) | | |

| [PART III.](#id4359a5eb20c4504aa0abb3e68a729a1_226) | | | | | | [85](#id4359a5eb20c4504aa0abb3e68a729a1_226) | | |

| [PART IV.](#id4359a5eb20c4504aa0abb3e68a729a1_244) | | | | | | [86](#id4359a5eb20c4504aa0abb3e68a729a1_244) | | |

| [Signatures](#id4359a5eb20c4504aa0abb3e68a729a1_253) | | | | | | [91](#id4359a5eb20c4504aa0abb3e68a729a1_253) | | |

- increasing competition by foreign and domestic entities, including increased competition from new entrants into our markets and consolidation of existing entities;

- economic, social, political and market conditions, including the volatility of the capital and credit markets and the impact of economic conditions on the trading activity of our current and potential customers;

As a highly regulated global financial services company, we understand the substantial operational risks for companies in our industry as well as the importance of protecting the information and data of our [removed: clients] [added: clients, third parties] and [removed: employees.][added: employees and the resilience of our systems.]

The GIS Program is designed to strengthen the integrity of the global markets we support, protect CME Group’s information assets, maintain [removed: client] [added: client, third party] and employee trust, support our pursuit of strategic objectives, contribute to shareholder value and preserve our reputation and brand.

We implement technical, physical and administrative safeguards to protect the confidential and sensitive information of our clients, [added: third parties,] employees and other information under CME Group’s stewardship.

We manage cybersecurity risk to the organization as part of our business strategy, risk management and financial functions in alignment with our overall Enterprise Risk Management Program and regularly engage with the risk committee of the board of directors and the board of directors as a whole regarding the effectiveness of the GIS [removed: Program.][added: Program and the management of our cybersecurity risks.]

The GIS Program is led by CME Group’s Chief Information Security Officer (CISO), who has worked in various roles in information security for over 20 [removed: years,] [added: years] and has led our GIS Program for more than [removed: four] [added: five] years since joining the company in 2016 in a senior role in GIS.

Our GIS team is comprised of over 200 full-time employees, many of [removed: which] [added: whom] hold cybersecurity, risk, or management certifications, such as Certified Information Systems Security Professional, Certified Information Security Manager, Certified in Risk and Information Systems Control, Series 99, Certified Information Systems Auditor, Project Management Professional, various cloud provider certifications and various levels of ITIL certifications.

As part of our GIS Program, CME Group operates a [removed: state-of-the-art] Cyber Defense Center that virtually links 24/7 to our international [removed: operational] cybersecurity teams and serves as a global hub for cybersecurity risk management activities, including log collection, event monitoring, threat detection and incident response, resiliency, operations, vulnerability management and the proactive collection and processing of [added: both open source and proprietary threat and intelligence feeds allowing the company to efficiently manage, investigate and respond to cybersecurity events.]

The GIS Program includes a Cyber Defense team, which manages the Incident Response Plan [removed: (IRP).][added: (IRP), and consists of subject matter experts from GIS and Information Governance, who work together to monitor and respond to cybersecurity incidents.]

The CCT manages responses to cybersecurity and compliance incidents, collaborating with subject matter experts [removed: (SMEs)] from various departments in response to specific incidents.

- Our program is [removed: based on] [added: aligned with] the National Institute of Standards and Technology Cybersecurity Framework (NIST) and other technical standards and frameworks.

- We invest in threat intelligence and operate a [removed: state-of-the-art] Cyber Defense Center, which acts as our hub of information sharing and threat intelligence analysis.

- We incorporate external expertise and reviews into our cybersecurity risk management program and continue to engage [removed: a] leading professional consulting [removed: firm] [added: firms] to assist our company in incorporating cybersecurity best practices.

- We provide annual cybersecurity awareness and ongoing phishing training, [removed: such as] [added: and we] routinely [removed: performing] [added: conduct] cybersecurity attack simulation exercises, which includes participation from various levels of management.

[removed: Our Enterprise Risk Management (ERM) team oversees our] [added: We also maintain a cross-functional] Third Party Risk Management [removed: (TPRM)] program, which partners with our GIS, Information Governance, and Operational Resilience [removed: groups] [added: teams, among others,] to manage and monitor third party risk [removed: of] [added: presented by] CME Group vendors and certain third parties of [removed: customers] [added: third parties] (fourth parties).

The teams [added: conduct initial due diligence on vendors and] monitor cyber-related incidents and known [removed: third party] vulnerabilities with the goal of enhancing processes, improving risk management and partnering on exit planning and testing for certain vendors associated with essential functions.

[removed: Gaps] [added: Remediation of gaps] and opportunities identified through testing are [removed: assigned to certain members of management and] tracked through to closure.

The board provides oversight of cybersecurity risks and has designated primary responsibility to the risk committee [removed: who] [added: which] oversees our information security programs, including cybersecurity, and is actively involved in monitoring the progress of key cybersecurity initiatives.

[added: Our CISO provides quarterly, or as needed,] reports and updates to our board and risk committee on the company's cybersecurity risk management program and meets with the risk committee at least annually in a private session.

We also engage with [removed: a] leading professional consulting [removed: firm] [added: firms] to provide [removed: regular] [added: periodic] updates to the board on cybersecurity-related risks in the evolving threat landscape and to provide education on best practices for board oversight of our GIS Program.

See "Item 1A - Risk Factors" beginning on page [removed: [16](#id4359a5eb20c4504aa0abb3e68a729a1_31)] [added: [16](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_31)] for additional information on cyber attacks and other cybersecurity risks the company faces.

To date, the company is not aware of risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the company, including our business strategy, results of operations or financial condition.

both open source and proprietary threat and intelligence feeds allowing the company to efficiently manage, investigate and respond to cybersecurity events.

This Cyber Defense team consists of subject matter experts from GIS and Information Governance, who work together to monitor and respond to cybersecurity incidents.

Our CISO provides quarterly, or as needed.

Historically, and at the time of this filing, we have not experienced cybersecurity incidents that were deemed by the company to be material individually or in the aggregate, or reasonably likely to be material, but we have experienced cyber attacks of varying degrees in the past.

Our corporate headquarters are located at 20 South Wacker Drive, Chicago, IL, where we lease approximately [removed: 545,000] [added: 530,000] square feet of general office space.

Our Class A common stock is currently listed on Nasdaq under the ticker symbol "CME." As of February [removed: 7, 2024,] [added: 12, 2025,] there were approximately [removed: 4,100] [added: 3,870] holders of record of our Class A common stock.

As of February [removed: 7, 2024,] [added: 12, 2025,] there were approximately [removed: 1,530] [added: 1,480] holders of record of our Class B common stock.

Series G Non-Voting Convertible Preferred Stock has the same equitable interest in our [added: earnings and the same dividend payments per share as our Class A shares on an as converted basis.]

As of February [removed: 7, 2024,] [added: 12, 2025,] there was one holder of record of our Series G Non-Voting Convertible Preferred Stock.

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, [removed: 2018] [added: 2019] and its relative performance is tracked through December 31, [removed: 2023.][added: 2024.]

[removed: *The] [added: *The] stock price performance included in this graph is not necessarily indicative of future stock price performance.*

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| Period in [removed: 2023] [added: 2024] | | | | | | Total 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 Programs | | | | | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in millions) | | |

(1)Shares purchased consist of an aggregate of [removed: 14,657] [added: 16,069] shares of Class A common stock surrendered to satisfy employee tax obligations upon the vesting of restricted stock.


| CME Group Inc. | | | $ | 93.66 | | | | | $ | 121.26 | | | | | $ | 93.50 | | | | | $ | 122.76 | | | | | $ | 141.71 | |

| S&P 500 | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| Peer Group | | | 117.40 | | | | | | 140.56 | | | | | | 122.06 | | | | | | 148.62 | | | | | | 172.05 | | |

| October 1 to October 31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | — | |

| November 1 to November 30 | | | | | | 150 | | | | | | 233.42 | | | | | | — | | | | | | — | | |

| December 1 to December 31 | | | | | | 15,919 | | | | | | 233.54 | | | | | | — | | | | | | — | | |

| Total | | | | | | 16,069 | | | | | | | | | | | | — | | | | | | | | |

earnings and the same dividend payments per share as our Class A shares on an as converted basis.

| CME Group Inc. | | | $ | 109.67 | | | | | $ | 102.73 | | | | | $ | 133.02 | | | | | $ | 102.56 | | | | | $ | 134.67 | |

| S&P 500 | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| Peer Group | | | 131.21 | | | | | | 154.03 | | | | | | 184.43 | | | | | | 160.15 | | | | | | 195.00 | | |

| October 1 to October 31 | | | | | | 389 | | | | | | $ | 214.25 | | | | | — | | | | | | $ | — | |

| November 1 to November 30 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| December 1 to December 31 | | | | | | 14,268 | | | | | | 210.09 | | | | | | — | | | | | | — | | |

| Total | | | | | | 14,657 | | | | | | | | | | | | — | | | | | | | | |

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [added: 2,892.4 | | | | | $ |] 2,912.0 | | | | | $ | 2,720.1 | |

| Marketable securities | | | [removed: 111.7] [added: 113.2] | | | | | | [removed: 96.0] [added: 111.7] | | |

| Accounts receivable, net of allowance of [removed: $7.1] [added: $9.0] and [removed: $8.1] [added: $7.1] | | | [removed: 535.6] [added: 573.1] | | | | | | [removed: 483.2] [added: 535.6] | | |

| Other current assets (includes [removed: $5.2] [added: $6.3] and [removed: $4.9] [added: $5.2] in restricted cash) | | | [removed: 1,138.4] [added: 559.4] | | | | | | [removed: 529.8] [added: 1,138.4] | | |

| Performance bonds and guaranty fund contributions | | | [removed: 90,192.5] [added: 98,895.4] | | | | | | [removed: 135,249.2] [added: 90,192.5] | | |

| Total current assets | | | [removed: 94,890.2] [added: 103,033.5] | | | | | | [removed: 139,078.3] [added: 94,890.2] | | |

| Property, net | | | [removed: 409.5] [added: 386.2] | | | | | | [removed: 455.5] [added: 409.5] | | |

| Intangible assets—other, net | | | [removed: 3,050.2] [added: 2,821.6] | | | | | | [removed: 3,269.7] [added: 3,050.2] | | |

| Goodwill | | | [removed: 10,495.3] [added: 10,486.9] | | | | | | [removed: 10,482.5] [added: 10,495.3] | | |

| Total Assets | | | $ | [removed: 129,706.1] [added: 137,447.0] | | | | | $ | [removed: 174,175.7] [added: 129,706.1] | |

| Accounts payable | | | $ | [removed: 90.6] [added: 79.9] | | | | | $ | [removed: 121.4] [added: 90.6] | |

| Short-term debt | | | [removed: —] [added: 749.8] | | | | | | [removed: 16.0] [added: —] | | |

| Other current liabilities | | | [removed: 3,133.8] [added: 2,588.8] | | | | | | [removed: 2,300.9] [added: 3,133.8] | | |

| Total current liabilities | | | [removed: 93,416.9] [added: 102,313.9] | | | | | | [removed: 137,687.5] [added: 93,416.9] | | |

| Long-term debt | | | [removed: 3,425.4] [added: 2,678.2] | | | | | | [removed: 3,422.4] [added: 3,425.4] | | |

| Deferred income tax liabilities, net | | | [removed: 5,327.7] [added: 5,246.8] | | | | | | [removed: 5,361.1] [added: 5,327.7] | | |

| Other liabilities | | | [removed: 798.2] [added: 721.2] | | | | | | [removed: 826.0] [added: 798.2] | | |

| Total Liabilities | | | [removed: 102,968.2] [added: 110,960.1] | | | | | | [removed: 147,297.0] [added: 102,968.2] | | |

| Preferred stock, $0.01 par value, 10,000 shares authorized as of December 31, [removed: 2023] [added: 2024] and [removed: 2022;] [added: 2023;] 4,584 issued and outstanding as of December 31, [removed: 2023] [added: 2024] and [removed: 2022, respectively] [added: 2023] | | | — | | | | | | — | | |

| Class A common stock, $0.01 par value, 1,000,000 shares authorized as of December 31, [removed: 2023] [added: 2024] and [removed: 2022, 359,231] [added: 2023, 359,602] and [removed: 358,929] [added: 359,231] shares issued and outstanding as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | 3.6 | | | | | | 3.6 | | |

| Class B common stock, $0.01 par value, 3 shares authorized, issued and outstanding as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | — | | | | | | — | | |

| Additional paid-in capital | | | [removed: 22,334.7] [added: 22,403.0] | | | | | | [removed: 22,261.6] [added: 22,334.7] | | |

| Retained earnings | | | [removed: 4,455.2] [added: 4,185.8] | | | | | | [removed: 4,746.8] [added: 4,455.2] | | |

| Accumulated other comprehensive income (loss) | | | [removed: (55.6)] [added: (105.5)] | | | | | | [removed: (133.3)] [added: (55.6)] | | |

| Total CME Group shareholders’ equity | | | [removed: 26,737.9] [added: 26,486.9] | | | | | | [removed: 26,878.7] [added: 26,737.9] | | |

| Total Liabilities and Equity | | | $ | [removed: 129,706.1] [added: 137,447.0] | | | | | $ | [removed: 174,175.7] [added: 129,706.1] | |

| | | | [removed: 2023] | | | | | | [removed: 2022] [added: 2024] | | | | | | [removed: 2021] [added: 2023] | | | [added: | | | 2022 | | |]

| Clearing and transaction fees | | | $ | [removed: 4,588.5] [added: 4,988.2] | | | | | $ | [removed: 4,142.7] [added: 4,588.5] | | | | | $ | [removed: 3,765.1] [added: 4,142.7] | |

| Market data and information services | | | [removed: 663.7] [added: 710.2] | | | | | | [removed: 610.9] [added: 663.7] | | | | | | [removed: 576.9] [added: 610.9] | | |

| Other | | | [removed: 326.7] [added: 431.7] | | | | | | [removed: 265.8] [added: 326.7] | | | | | | [removed: 347.7] [added: 265.8] | | |

| Total Revenues | | | [removed: 5,578.9] [added: 6,130.1] | | | | | | [removed: 5,019.4] [added: 5,578.9] | | | | | | [removed: 4,689.7] [added: 5,019.4] | | |

| Compensation and benefits | | | [removed: 828.6] [added: 850.3] | | | | | | [removed: 753.1] [added: 828.6] | | | | | | [removed: 837.0] [added: 753.1] | | |

| Technology | | | [removed: 218.7] [added: 255.8] | | | | | | [removed: 188.6] [added: 218.7] | | | | | | [removed: 192.6] [added: 188.6] | | |

| Professional fees and outside services | | | [removed: 144.4] [added: 132.7] | | | | | | [removed: 137.4] [added: 144.4] | | | | | | [removed: 151.7] [added: 137.4] | | |

| Amortization of purchased intangibles | | | [removed: 226.6] [added: 221.7] | | | | | | [removed: 227.7] [added: 226.6] | | | | | | [removed: 237.6] [added: 227.7] | | |

| Depreciation and amortization | | | [removed: 126.0] [added: 115.1] | | | | | | [removed: 134.9] [added: 126.0] | | | | | | [removed: 147.8] [added: 134.9] | | |

| Licensing and other fee agreements | | | [removed: 322.8] [added: 355.4] | | | | | | [removed: 320.0] [added: 322.8] | | | | | | [removed: 236.9] [added: 320.0] | | |

| Other | | | [removed: 276.1] [added: 267.6] | | | | | | [removed: 241.8] [added: 276.1] | | | | | | [removed: 240.9] [added: 241.8] | | |

| Total Expenses | | | [removed: 2,143.2] [added: 2,198.6] | | | | | | [removed: 2,003.5] [added: 2,143.2] | | | | | | [removed: 2,044.5] [added: 2,003.5] | | |

| Other assets | | | 3,543.5 | | | | | | 3,685.6 | | |

| Performance bonds and guaranty fund contributions | | | 98,895.4 | | | | | | 90,192.5 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2023 | | | 4,584 | | | 359,231 | | | 3 | | | $ | 22,338.3 | | $ | 4,455.2 | | $ | (55.6) | | $ | 26,737.9 | |

| Net income | | | | | | | | | | | | | | | 3,525.8 | | | | | | 3,525.8 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2024 | | | 4,584 | | | 359,602 | | | 3 | | | $ | 22,406.6 | | $ | 4,185.8 | | $ | (105.5) | | $ | 26,486.9 | |

| Amortization of purchased intangibles | | | 221.7 | | | | | | 226.6 | | | | | | 227.7 | | |

| Depreciation and amortization | | | 115.1 | | | | | | 126.0 | | | | | | 134.9 | | |

| | | | | | | | | | | | | | | | | | |

For any hedges no longer deemed effective or for which hedge accounting

Cash performance bonds and guaranty fund contributions are included as restricted cash and restricted cash equivalents on the consolidated statements of cash flows.

Non-cash performance bonds can also include letters of credit.

This reserve has historically been immaterial.

Should a clearing firm withdraw from the company, management believes

In November 2024, the FASB issued final guidance requiring public business entities to provide disclosures, in tabular format, of each relevant expense line item on the face of the income statement in continuing operations as disaggregated into the following: purchases of inventory, employee compensation, depreciation, intangible asset amortization and depreciation, depletion and amortization of capitalized acquisition, exploration and development costs recognized as part of oil- and gas-producing activities, or other amounts of depletion expense.

Specified expenses, gains, or losses that are already disclosed under existing U.S. GAAP are required to be included in the disaggregated income statement expense line item disclosures, and any remaining amounts need to be described qualitatively.

The disclosures are effective beginning in 2027, and required on an annual and interim basis.

Entities may apply the guidance prospectively or retrospectively.

Early adoption is permitted.

as the customers receive and consume the benefit of the market data services.

| Total revenues | | | | | | $ | 6,130.1 | | | | | $ | 5,578.9 | | | | | $ | 5,019.4 | |

In the U.S., clearing firm funds are held

Cash performance bonds and guaranty fund contributions are included as restricted cash and restricted cash equivalents on the consolidated statements of cash flows.

In 2024 and 2023, earnings from cash performance bond and guaranty fund contributions were $3,943.8 million and $5,073.9 million, respectively.

In 2024 and 2023, expense related to the distribution of interest earned on collateral reinvestments were $3,669.4 million and $4,717.5 million, respectively.

The earnings from cash performance bonds and guaranty fund contributions are included in investment income and the expense related to the distribution of interest earned is included in other non-operating income (expense) on the consolidated statements of income.

The company maintains committed repurchase facility agreements amounting to a total of $1.0 billion.

The committed repurchase facilities provide access to cash, secured by non-cash collateral, in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house.

The facilities are subject to annual renewal.

The company currently does not have any borrowings outstanding under these facilities.

CME also maintains a committed facility of up to $750.0 million for foreign currency conversions.

The committed foreign currency facility allows the clearing house to convert cash to another currency within generally accepted local market timeframes in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house.

The facility is subject to annual renewal.

The company currently does not have any foreign currency trades outstanding under this facility.

| | | | | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| (in millions) | | | | | | 2024 | | | | | | 2023 | | |

| | | | | | | 2024 | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | |

| 2025 | | | $ | 221.5 | |

| 2026 | | | 221.5 | | |

| Other assets (includes $0.0 and $0.1 in restricted cash) | | | 3,685.6 | | | | | | 3,714.4 | | |

| Less: net (income) loss attributable to non-controlling interests | | | — | | | | | | — | | | | | | (0.5) | | |

| Reclassification of gains (losses) on sale included in investment income | | | | | | | | | — | | | | | | — | | | | | | 0.3 | | |

| Less: comprehensive (income) loss attributable to non-controlling interest | | | | | | | | | — | | | | | | — | | | | | | (0.5) | | |

| Comprehensive income attributable to CME Group | | | | | | | | | $ | 3,303.9 | | | | | $ | 2,504.2 | | | | | $ | 2,555.0 | |

| Balance at December 31, 2020 | | | — | | | 358,110 | | | 3 | | | $ | 21,189.1 | | $ | 4,995.9 | | $ | 134.9 | | $ | 26,319.9 | | $ | 31.6 | | 26,351.5 | | |

| Net income | | | | | | | | | | | | | | | 2,636.4 | | | | | | 2,636.4 | | | 0.5 | | | 2,636.9 | | |

| Issuance of preferred stock | | | 4,584 | | | | | | | | | 965.0 | | | | | | | | | 965.0 | | | | | | 965.0 | | |

| Purchase of non-controlling interest | | | | | | | | | | | | (20.5) | | | | | | | | | (20.5) | | | (32.1) | | | (52.6) | | |

| Balance at December 31, 2021 | | | 4,584 | | | 358,599 | | | 3 | | | $ | 22,193.9 | | $ | 5,151.9 | | $ | 53.5 | | $ | 27,399.3 | |

| Exercise of stock options | | | | | | 1 | | | | | | 0.1 | | | | | | | | | 0.1 | | |

| Gain on sale of building | | | — | | | | | | — | | | | | | (30.4) | | |

| Gain on joint venture | | | — | | | | | | — | | | | | | (400.7) | | |

| Payment for acquisition of subsidiary's interests from the non-controlling interest | | | — | | | | | | — | | | | | | (52.9) | | |

| Proceeds from the sale of building property | | | — | | | | | | — | | | | | | 39.3 | | |

| Net cash proceeds from OSTTRA joint venture transaction | | | — | | | | | | — | | | | | | 100.7 | | |

| Proceeds from preferred stock offering | | | — | | | | | | — | | | | | | 965.0 | | |

In September 2021, the company and IHS Markit launched a new joint venture, OSTTRA, to combine their post-trade services.

OSTTRA performs trade processing and risk mitigation services.

The company contributed the net assets of its optimization business, which included Traiana, TriOptima and Reset, to the joint venture and deconsolidated the net assets of the optimization business.

The financial statements and accompanying notes presented in this report exclude the assets, liabilities, revenues and expenses from the optimization business and include an investment in the joint venture and equity in net earnings from the joint venture after September 2021.

Estimating the fair value of a

One clearing firm represented at least approximately 10% of the company's clearing and transaction fee revenue in 2022 and 2021.

In November 2023, the FASB issued an accounting update that requires public entities to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually.

Entities are permitted to disclose more than one measure of a segment's profit or loss if such measures are used by the chief operating decision-maker to allocate resources and assess performance, as long as at least one of those measures is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the consolidated financial statements.

The guidance is effective beginning with our annual report on Form 10-K for the fiscal year ended December 31, 2024 and for interim periods thereafter.

The disclosures must be applied retrospectively to all periods presented in the financial statements and early adoption is permitted.

In December 2023, the FASB issued an accounting update that requires public business entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in certain categories if they meet a quantitative threshold.

It is also noted that this guidance requires all entities to disclose annually income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.

The guidance is effective for annual periods beginning in 2025 and may be applied prospectively or retrospectively.

The company is in the process of evaluating the impact of this update on our consolidated financial statements.

The minimal remaining

| Optimization | | | | | | — | | | | | | — | | | | | | 59.9 | | |

In the

| | | | | | | | | | | | | | | |

| 2024 | | | $ | 222.2 | |

| 2025 | | | 222.2 | | |

| 2026 | | | 222.2 | | |

| 2027 | | | 220.9 | | |

| 2028 | | | 214.5 | | |

There were no changes in the company’s internal control over financial reporting which occurred during the fourth quarter of [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

Management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on this assessment, management believes that, as of December 31, [removed: 2023,] [added: 2024,] our internal control over financial reporting is effective.

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] has been audited by Ernst & Young LLP (PCAOB ID 42), an independent registered public accounting firm, as stated in the report on page [removed: 84.][added: 87.]

We have audited the accompanying consolidated balance sheets of CME Group Inc. and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, [removed: equity,] [added: equity] and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 28, 2024] [added: 27, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As discussed in Note 9 to the consolidated financial statements, the Company had unrecognized income tax benefits of [removed: $264.1] [added: $251.6] million related to uncertain tax positions as of December 31, [removed: 2023.] [added: 2024.] Uncertainty in a tax position may arise due to the application of complex tax regulations. The Company uses significant judgment to (1) determine whether, based on the technical merits, the tax position is more likely than not to be sustained upon examination and (2) measure the amount of the tax benefit that qualifies for recognition. Auditing management’s estimate of the Company’s uncertain tax positions that qualified for recognition and the related unrecognized income tax benefits was especially challenging because management’s estimate involved significant judgment in evaluating the technical merits of the positions, including interpretations of applicable tax laws and regulations. | | |

We have audited CME Group Inc. and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, CME Group Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February [removed: 28, 2024] [added: 27, 2025] expressed an unqualified opinion thereon.

February 27, 2025

February 27, 2025

February 28, 2024

During the quarter ended December 31, [removed: 2023,] [added: 2024,] no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Certain of the information called for by this item is hereby incorporated herein by reference to the relevant portions of CME Group’s definitive proxy statement for the Annual Meeting of Shareholders to be held on May [removed: 9, 2024,] [added: 8, 2025,] to be filed by CME Group with the SEC pursuant to Regulation 14A within 120 days after December 31, [removed: 2023] [added: 2024] (Proxy Statement).

We have adopted an insider trading policy governing the purchase, sale and other dispositions of the Company's securities by the Company's directors, officers and employees, as well as by the Company itself.

We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

Our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

The numbers in the following table are as of December 31, [removed: 2023.][added: 2024.]

| Equity compensation plans approved by security holders | | | — | | | $ | — | | [removed: 15,173,649] [added: 14,815,109] | | |

| Total | | | — | | | | | | 14,815,109 | | |

| Total | | | — | | | | | | 15,173,649 | | |

Certain of the information called for by this item is hereby incorporated herein by reference to the relevant portions of CME Group's definitive proxy statement for the Annual Meeting of Shareholders to be held on May [removed: 9, 2024.][added: 8, 2025.]

Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Income for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Equity for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

For the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| Year Ended December 31, [removed: 2021] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Allowance for deferred tax assets | | | [removed: 11.3] [added: 0.4] | | | | | | | | | | | | [removed: —] [added: (0.4)] | | | | | | [removed: (10.7)] [added: —] | | | | | | [removed: 0.6] [added: —] | | |

| 3.1 | | | | | | [Fourth Amended and Restated Certificate of Incorporation of CME Group Inc., as amended (incorporated by reference to Exhibit 3.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on November 4, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000119312521319504/d204323dex32.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1156375/000119312521319504/d204323dex32.htm)] | | | | | |

| 3.2 | | | | | | [Seventeenth Amended and Restated Bylaws of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on December 9, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522301477/d412380dex31.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1156375/000119312522301477/d412380dex31.htm)] | | | | | |

| 3.3 | | | | | | [Certificate of Designations of Series G Non-Voting Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on November 4, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000119312521319504/d204323dex31.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1156375/000119312521319504/d204323dex31.htm)] | | | | | |

| 4.1 | | | | | | [Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, among CME Group Inc., as Issuer, and Barclays Capital Inc., as Dealer (incorporated by reference to Exhibit 4.1 to CME Group Inc.'s Form 10-K, filed with the SEC on February 26, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm)] | | | | | |

| 4.2 | | | | | | [Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer (incorporated by reference to Exhibit 4.3 to CME Group Inc.'s 10-K, filed with the SEC on February 26, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)] | | | | | |

| 4.3 | | | | | | [Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Goldman, Sachs & Co., as Dealer (incorporated by reference to Exhibit 4.4 to CME Group Inc.'s Form 10-K, filed with the SEC on February 26, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm)] | | | | | |

| 4.4 | | | | | | [Indenture, dated August 12, 2008, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on August 13, [removed: 2008).](http://www.sec.gov/Archives/edgar/data/1156375/000119312508176550/dex41.htm)] [added: 2008).](https://www.sec.gov/Archives/edgar/data/1156375/000119312508176550/dex41.htm)] | | | | | |

| 4.5 | | | | | | [Sixth Supplemental Indenture (including the form of 5.300% note due 2043), dated as of September 9, 2013, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on September 9, [removed: 2013).](http://www.sec.gov/Archives/edgar/data/1156375/000119312513360978/d594525dex42.htm)] [added: 2013).](https://www.sec.gov/Archives/edgar/data/1156375/000119312513360978/d594525dex42.htm)] | | | | | |

| 4.6 | | | | | | [Seventh Supplemental Indenture (including the form of 3.000% note due 2025), dated as of March 9, 2015, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on March 9, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1156375/000119312515082491/d887316dex42.htm)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/1156375/000119312515082491/d887316dex42.htm)] | | | | | |

| 4.7 | | | | | | [Eighth Supplemental Indenture (including the form of 3.750% note due 2028), dated as of June 21, 2018, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on June 21, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1156375/000119312518199544/d771010dex42.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1156375/000119312518199544/d771010dex42.htm)] | | | | | |

| 4.8 | | | | | | [Ninth Supplemental Indenture (including the form of 4.150% note due 2048), dated as of June 21, 2018, between CME Group Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on June 21, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1156375/000119312518199544/d771010dex43.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1156375/000119312518199544/d771010dex43.htm)] | | | | | |

| 4.9 | | | | | | [Tenth Supplemental Indenture (including the form of 2.650% Notes due 2032), dated as of March 8, 2022, between CME Group Inc. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.2 to CME Group Inc.’s Current Report on Form 8-K filed with the SEC on March 8, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522069252/d301292dex42.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1156375/000119312522069252/d301292dex42.htm)] | | | | | |

| 4.10 | | | | | | [Description of securities (incorporated by reference to Exhibit 4.11 to CME Group Inc's Form 10-K, filed with the SEC on February 2, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm)] | | | | | |

| 10.1(1) | | | | | | [CME Group Inc. [removed: Third] [added: Fourth] Amended and Restated Omnibus Stock Plan, amended and restated as of [removed: May 4, 2022] [added: March 1, 2024] (incorporated by reference to Exhibit 10.1 to CME Group [removed: Inc.'s] [added: Inc.’s] Form [removed: 10-Q,] [added: 8-K,] filed with the SEC on [removed: August 3, 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000215/a2022amendedandrestatedomn.htm)] [added: March 7, 2024).](https://www.sec.gov/Archives/edgar/data/1156375/000119312524062191/d14382dex101.htm)] | | | | | |

| 10.2(1) | | | | | | [CME Group Inc. Director Stock Plan, amended and restated as of May 4, 2022 (incorporated by reference to Exhibit 99.1 to CME Group Inc.’s Form S-8, filed with the SEC on June 9, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522171053/d280362dex991.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1156375/000119312522171053/d280362dex991.htm)] | | | | | |

| 10.3(1) | | | | | | [Form of Equity Stipend Grant Letter for Non-Executive Directors (incorporated by reference to Exhibit 10.5 to CME Group Inc.'s Form 10-K, filed with the SEC on March 1, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/1156375/000115637518000026/cme-2017123110kex105.htm)] [added: 2018).](https://www.sec.gov/Archives/edgar/data/1156375/000115637518000026/cme-2017123110kex105.htm)] | | | | | |

| 10.4(1) | | | | | | [CME Group Inc. Employee Stock Purchase Plan, amended and restated as of May 4, 2022 (incorporated by reference to Exhibit 99.2 to CME Group Inc.’s Form S-8, filed with the SEC on June 9, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522171053/d280362dex992.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1156375/000119312522171053/d280362dex992.htm)] | | | | | |

| [removed: 10.5(1)*] [added: 10.5(1)] | | | | | | [Third Amendment to Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan, as of December 6, 2023 (filed herewith). Second Amendment to Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan, as of June 1, 2023 (filed herewith). First Amendment to Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan, as of January 1, 2020 (filed herewith). Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan (SMSDSP), Amended and Restated as of January 1, 2017 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 2, 2017).](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit105cmegroup_amendme.htm) | | | | | |

| 10.6(1) | | | | | | [Chicago Mercantile Exchange Inc. Directors' Deferred Compensation Plan, amended and restated as of January 1, 2009 (incorporated by reference to Exhibit 10.9 to CME Group Inc.'s Form 10-K, filed with the SEC on March 2, [removed: 2009).](http://www.sec.gov/Archives/edgar/data/1156375/000119312509042361/dex109.htm)] [added: 2009).](https://www.sec.gov/Archives/edgar/data/1156375/000119312509042361/dex109.htm)] | | | | | |

| 10.7(1) | | | | | | [Recognition and Retention Plan for Members of the COMEX Division of New York Mercantile Exchange (incorporated by reference to Exhibit 10.11 to NYMEX Holdings, Inc.'s Form 10-K, filed with the SEC on March 29, 2001); Amendment to the Recognition and Retention Plan for Members of the COMEX Division of the New York Mercantile Exchange, dated October 22, 2015 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on November 6, [removed: 2015).](http://www.sec.gov/Archives/edgar/data/1105018/000095012301002844/y46628e10-k.txt)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/1105018/000095012301002844/y46628e10-k.txt)] | | | | | |

| 10.8 | | | | | | [Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, among CME Group Inc., as Issuer, and Barclays Capital Inc., as Dealer (incorporated by reference to Exhibit 4.1 [removed: above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm)] [added: above).](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm)] | | | | | |

| 10.9 | | | | | | [Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer (incorporated by reference to Exhibit 4.2 [removed: above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)] [added: above).](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)] | | | | | |

| 10.10 | | | | | | [Amended and Restated Commercial Paper Dealer Agreement, dated as of October 20, 2014, between CME Group Inc., as Issuer, and Goldman, Sachs & Co., as Dealer (incorporated by reference to Exhibit 4.3 [removed: above).](http://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)] [added: above).](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm)] | | | | | |

| 10.11 | | | | | | [Amendment No. 5 to Credit Agreement, dated as of April 28, 2021, among Chicago Mercantile Exchange Inc., certain lenders, Bank of America, N.A., as Administrative Agent, and Citibank, N.A., as Collateral Agent and Collateral Monitoring Agent. The Amended Credit Agreement, as amended through Amendment No. 5, among Chicago Mercantile Exchange Inc., certain lenders, Bank of America, N.A., as Administrative Agent, and Citibank, N.A., as Collateral Agent and Collateral Monitoring Agent, is attached as Annex A to Amendment No. 5 (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on April 29, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000119312521139919/d185277dex101.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1156375/000119312521139919/d185277dex101.htm)] | | | | | |

| 10.12 | | | | | | [Amendment No. 6 to Credit Agreement, dated as of April 27, 2022, among Chicago Mercantile Exchange Inc., Bank of America, N.A., in its capacity as administrative agent, Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, and the banks party thereto. The Amended Credit Agreement, as amended through Amendment No. 6, among Chicago Mercantile Exchange Inc., each of the banks party thereto, Bank of America, N.A., in its capacity as administrative agent, and Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, is attached as Annex A to Amendment No. 6 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on April 28, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000119312522127526/d329281dex101.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1156375/000119312522127526/d329281dex101.htm)] | | | | | |

| 10.13 | | | | | | [Amendment No. 7 to Credit Agreement, dated as of April 26, 2023, among Chicago Mercantile Exchange Inc., Bank of America, N.A., in its capacity as administrative agent, Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, and the banks party thereto. The Amended Credit Agreement, as amended through Amendment No. 7, among Chicago Mercantile Exchange Inc., each of the banks party thereto, Bank of America, N.A., in its capacity as administrative agent, and Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, is attached as Annex A to Amendment No. 7 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on April 28, [removed: 2023).](http://www.sec.gov/Archives/edgar/data/1156375/000119312523123953/d500246dex101.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/1156375/000119312523123953/d500246dex101.htm)] | | | | | |

| [removed: 10.14(1)] [added: 10.15(1)] | | | | | | [Form of Equity Grant Letter for Restricted Shares (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Form 10-Q, filed with the SEC on November 3, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000115637521000167/equitygrantletterrestricte.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1156375/000115637521000167/equitygrantletterrestricte.htm)] | | | | | |

| [removed: 10.15(1)] [added: 10.16(1)] | | | | | | [Form of Equity Grant Letter for Annual Grant of Performance Shares (incorporated by reference to Exhibit 10.1(1) to CME Group Inc.’s Form 10-Q, filed with the SEC on November 1, [removed: 2023)](http://www.sec.gov/Archives/edgar/data/1156375/000115637523000190/mtpsagrantlettertemplate20.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/1156375/000115637523000190/mtpsagrantlettertemplate20.htm)] | | | | | |

| [removed: 10.16] [added: 10.17] | | | | | | [Credit Agreement, dated as of November 12, 2021, among CME Group Inc., certain lenders, agents, arrangers, bookrunners, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to CME Group Inc.'s Current Report on Form 8-K, filed with the SEC on November 16, [removed: 2021).](http://www.sec.gov/Archives/edgar/data/1156375/000119312521330866/d260121dex101.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1156375/000119312521330866/d260121dex101.htm)] | | | | | |

| [removed: 10.17(2)] [added: 10.18(2)] | | | | | | [License Agreement, dated June 29, 2012, between Standard & Poor’s Financial Services LLC and Chicago Mercantile Exchange Inc. (incorporated by reference to Exhibit 10.5 to CME Group Inc.'s Form 10-Q, filed with the SEC on August 3, [removed: 2022).](http://www.sec.gov/Archives/edgar/data/1156375/000115637522000215/a20120629splicenseagreemen.htm)] [added: 2022).](https://www.sec.gov/Archives/edgar/data/1156375/000115637522000215/a20120629splicenseagreemen.htm)] | | | | | |

| [removed: 10.18(1)] [added: 10.19(1)] | | | | | | [CME Group Inc. Severance Plan, as amended and restated, effective March 7, 2023 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K, filed with the SEC on March 10, [removed: 2023).](http://www.sec.gov/Archives/edgar/data/1156375/000119312523067672/d472500dex101.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/1156375/000119312523067672/d472500dex101.htm)] | | | | | |

| [removed: 10.19(1)] [added: 10.22(1)] | | | | | | [removed: [Retirement] [added: [Amended and Restated] Agreement, effective as of [removed: March 29, 2023,] [added: November 6, 2024,] between [removed: Chicago Mercantile Exchange] [added: CME Group] Inc. and [removed: Sean Tully] [added: Terrence A. Duffy] (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K, filed with the SEC on [removed: March 30, 2023).](http://www.sec.gov/Archives/edgar/data/1156375/000119312523085533/d488577dex101.htm)] [added: November 7, 2024).](https://www.sec.gov/Archives/edgar/data/1156375/000119312524252912/d859792dex101.htm)] | | | | | |

| Allowance for doubtful accounts | | | $ | 7.1 | | | | | | | | | | | $ | 2.1 | | | | | $ | (0.2) | | | | | $ | 9.0 | |

| 10.14 | | | | | | [Amendment No. 8 to Credit Agreement, dated as of April 24, 2024, among Chicago Mercantile Exchange Inc., Bank of America, N.A., in its capacity as administrative agent, Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, and the banks party thereto. The Amended Credit Agreement, as amended through Amendment No. 8, among Chicago Mercantile Exchange Inc., each of the banks party thereto, Bank of America, N.A., in its capacity as administrative agent, and Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent, is attached as Annex A to Amendment No. 8 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on April 25, 2024).](https://www.sec.gov/Archives/edgar/data/1156375/000119312524113786/d818559dex101.htm) | | | | | |

| 19.1(2)* | | | | | | [CME Group Inc. Personal Trading Policy.](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000021/cme-2024123110kex191.htm) | | | | | |

| Allowance for doubtful accounts | | | $ | 5.4 | | | | | | | | | | | $ | 1.9 | | | | | $ | (1.7) | | | | | $ | 5.6 | |

Other activity for the allowance for doubtful accounts also includes the impact of the adoption of new guidance on credit losses in 2020.

| | | | | | | | | | | | |

| 10.21(1) | | | | | | [CME Group Inc. Annual Incentive Plan, as amended and restated effective as of October 2, 2023 (incorporated by reference to Exhibit 10.2 to CME Group Inc.’s Form 8-K, filed with the SEC on November 13, 2023).](http://www.sec.gov/Archives/edgar/data/1156375/000119312523275501/d412098dex102.htm) | | | | | |

| 10.22(1) | | | | | | [Amended and Restated Agreement, effective as of December 6, 2023, between CME Group Inc. and Terrence A. Duffy (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K, filed with the SEC on December 6, 2023).](http://www.sec.gov/Archives/edgar/data/1156375/000119312523290001/d513108dex101.htm) | | | | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago and State of Illinois on the [removed: 28th] [added: 27th] day of February, [removed: 2024.][added: 2025.]

| | | | | | | | | | Lynne Fitzpatrick Senior Managing [removed: Director] [added: Director, President] and Chief Financial Officer | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, in the City of Chicago and State of Illinois on the [removed: 28th] [added: 27th] day of February, [removed: 2024.][added: 2025.]

| /S/ LYNNE FITZPATRICK | | | | | | Senior Managing [removed: Director] [added: Director, President] and Chief Financial Officer | | |

| | | | | | | | | |

| /S/ MICHAEL G. DENNIS | | | | | | Director | | |

| Michael G. Dennis | | | | | | | | |