CME Group (CME) 10-K risk factor changes: FY2025 vs FY2024
The 2025-12-31 10-K against the 2024-12-31 one, compared heading by heading and sentence by sentence.
Item 1A56 rewritten41 added5 removed271 unchanged
All filing items878 rewritten573 added261 removed2,103 unchanged
Summary
counted, not written
- Item 1A lists 28 risk factor headings: 2 new, 3 reworded and 23 unchanged since FY2024. 0 headings from FY2024 no longer appear.
- Sentence by sentence, 573 added, 261 removed, 878 rewritten and 2,103 unchanged across 20 items that differ.
New Item 1A headings (2)
- Our business is subject to the impact of financial markets volatility, which is caused by conditions that are beyond our control.
- Our use of artificial intelligence in our business may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation or operating results.AI
Removed Item 1A headings (0)
Every FY2024 risk factor heading is still here, word for word or reworded.
Reworded Item 1A headings (3)
- The success of our markets depends on our ability to complete development of, successfully implement and maintain electronic trading and clearing systems that have the functionality, performance,
[removed: availability and][added: availability,] resilience, capacity, security and speed required by our customers. - If we experience
[removed: systems][added: system] failures or capacity constraints, our ability to conduct our operations and execute our business strategy could be materially harmed, and we could be subject to significant costs and liabilities. - We, as well as many of our customers, depend on third-party
[removed: suppliers and]service providers for a number of services that are important. An interruption or cessation of an important supply or service by any third party could have a material adverse effect on our business, including revenues derived from our customers' trading activity.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
56 rewritten, 41 added, 5 removed, 271 unchanged
[removed: These] [added: If any of these] risks [removed: could materially and adversely affect] [added: actually occur or continue to occur,] our business, financial condition and results of [removed: operations.][added: operations could be materially and adversely affected.]
- economic, political and geopolitical market conditions, including the instability caused by [added: trade policies and] wars;
Please see "Item 1A - Risk Factors - Risks Relating To Our Business" beginning on page [removed: [20](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_37)] [added: [20](#i93ed40d324b64de799da10954483467e_37)] for additional information.
[removed: 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.
If we fail to comply with applicable laws, rules or regulations, we may be subject to censure, fines, cease-and-desist orders, suspension of our business, removal of personnel or other sanctions, including revocation of our designations as a contract market, derivatives clearing organization, swap [removed: execution facility, swap] data repository, broker-dealer, [removed: multilateral trading facility] [added: MTF] or other regulatory status.
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 [added: those obligations.]
Please see "Item 1 - Business - Regulatory Matters" beginning on page [removed: [12](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_25)] [added: [12](#i93ed40d324b64de799da10954483467e_25)] for additional information on our areas of regulatory focus.
These clearing firms have sought, and may seek in the future, legislative or regulatory changes that would, if adopted, enable them to use alternative clearing [removed: services for positions established on our exchanges or to freely move open positions among clearing houses in order to take advantage of our liquidity.][added: services]
We face competition from other futures, securities and securities option exchanges; OTC markets; clearing organizations; consortia formed by our members and large industry participants; [removed: swap execution facilities;] alternative trade execution [removed: facilities;] [added: facilities and crypto and prediction market platforms;] technology firms, including market data distributors and electronic trading system developers; and others.
- [removed: better leverage] [added: market and sell their services more effectively because of their] existing [removed: relationships with customers] [added: customer] and alliance [removed: partners or exploit better] [added: partner relationships, as well as their] recognized brand [removed: names to market and sell their services;] [added: names;] or
Please see "Item 1 - Business - Competition" beginning on page [removed: [10](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_22)] [added: [10](#i93ed40d324b64de799da10954483467e_22)] for additional information on the competitive environment and its potential impact on our business.
To do so, we must maintain and expand our product offerings, our customer base and our trade execution facilities, our [removed: pre-and] [added: pre- and] post-trade services and clearing facilities.
Our clearing [removed: firm clients] [added: firms] must meet certain capital requirements and must deposit collateral to meet performance bond and guaranty fund requirements.
To the extent a clearing [removed: member] [added: firm] 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 [removed: may be] [added: are] vulnerable to targeted attacks, such as "phishing" attacks, unauthorized access, fraud, 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.
Criminal groups, political activist groups and nation-state actors have targeted the financial services industry in general, including as a result of [removed: wars,] [added: armed conflicts,] and our role in the global marketplace places us at significant risk for a cyber attack and other information security threats.
While to date we have not experienced cyber incidents that are individually, or in the aggregate, material, we and certain of our [removed: third party] [added: third-party service] providers have experienced cyber attacks of varying degrees in the past.
Additionally, outside parties may attempt to fraudulently induce employees, users, customers or our [removed: third party] [added: third-party service] providers to disclose sensitive information in order to gain access to our technology systems and data, or our customers’ systems and data, or our third parties' systems and data.
As part of our global information security [added: (GIS)] and privacy programs, we employ resources to prevent, detect and respond to cyber attacks and security risks that could impact our people, processes and technology infrastructure, including rapid response to zero-day vulnerabilities.
However, our security measures or those of our third-party [added: service] providers, including any cloud-based technologies, 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 [added: 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.]
[removed: We may become subject to these claims as a] result of failures or malfunctions of our systems and services we provide.
It is impossible to accurately predict the likelihood or impact of any terrorist attack against us or our [removed: third party] [added: third-party] service providers, or on our 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 inoperable, or have similar consequences for our [removed: third party] [added: third-party] service providers.
These issues may include, but are not limited to, any of the risks discussed in this Item 1A, including risks from customer disputes, system failures or intrusions, cybersecurity attacks, failures to meet our regulatory obligations, failures of a clearing firm or other counterparty, issues relating to our third-party [removed: suppliers,] [added: service providers,] alleged or actual fraud or misconduct or manipulative activity, or ineffective risk management.
The success of our markets depends on our ability to complete development of, successfully implement and maintain electronic trading and clearing systems that have the functionality, performance, [removed: availability and] [added: availability,] resilience, capacity, security and speed required by our customers.
The success of our business depends in large part on our ability to create interactive electronic marketplaces for a wide range of products that have the required functionality, performance, [removed: availability and] [added: availability,] resilience, capacity, security and speed to attract and retain customers.
In [removed: 2024, 92%] [added: 2025, 93%] of our overall contract volume was generated through electronic trading on our CME Globex electronic platform.
Additionally, we rely on our customers' ability to have the necessary back office functionality to support our new products and our trading and clearing [removed: functionality.][added: functionality, including generating sufficient liquidity.]
To the extent our customers and/or their [removed: third party] [added: third-party service] providers are not prepared and/or lack the resources or infrastructure, the success of our new initiatives may be compromised.
If we experience [removed: systems] [added: system] failures or capacity constraints, our ability to conduct our operations and execute our business strategy could be materially harmed, and we could be subject to significant costs and liabilities.
We are heavily reliant on the capacity, reliability and security of our information technology and communications and other business systems and software supporting our [removed: operations.][added: operations provided by third parties.]
Our systems, or those of our third-party [added: service] providers, including [added: data center and] cloud providers, may fail or be shut down or, due to capacity constraints, may operate slowly, causing one or more of the following to occur:
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 [added: service] providers or partners, natural disasters, fire, rising temperatures, sabotage, hardware or software malfunctions or defects, computer viruses, cyber attacks, acts of vandalism or similar occurrences.
If any of our systems or the systems of our third-party [added: service] providers do not operate properly, are compromised or are disabled, including as a result of system failure, employee or customer error or misuse of our systems, we could suffer financial loss, liability to customers, regulatory intervention or reputational damage that could affect demand by current and potential users of our market.
From time to time, we have experienced system errors and failures that have resulted in some customers being unable to connect to our electronic trading platforms and technology offerings, or that resulted in erroneous [removed: reporting, such as transactions that were not authorized by any customer or reporting of filled orders as canceled.][added: reporting.]
Any such system failures that cause an interruption in service or decrease our responsiveness could impact our trading volumes, impair our reputation, damage our brand, result in regulatory fines [removed: and] [added: and/or] have a material adverse effect on our business, financial condition and operating results.
Heavy use of our systems during peak trading times or at times of unusual market volatility could [added: exceed our available capacity based on estimated future trading volumes and] cause them to operate slowly or even to fail for periods of time.
We, as well as many of our customers, depend on third-party [removed: suppliers and] service providers for a number of services that are important.
In addition, while we may be entitled to recovery for breaches of, or liabilities otherwise incurred in connection with, our agreements with third-party [removed: suppliers and] service providers, such recovery is limited by the terms of these agreements and may not compensate us in full.
We are primarily subject to the jurisdiction of the regulatory agencies in the U.S., UK and EU.
Legislation regarding the regulatory market structure applicable to the trading and clearing of spot digital assets is currently being considered in Congress.
It is not yet certain whether the legislation will be signed into law or whether it will have any impact on listed derivatives regulation.
The legal status of certain event-based contracts, most notably those based on sports events, is the subject of litigation in various jurisdictions.
The outcome of these cases, new laws or regulations, or changes in the interpretation of existing laws or regulations could immediately or subsequently impact our ability to offer certain event contracts and could subject us to additional litigation or regulatory scrutiny.
for positions established on our exchanges or to freely move open positions among clearing houses in order to take advantage of our liquidity.
It is impossible to precisely predict the likelihood or impact of any cyberattack on our industry generally, or on our business.
We may become subject to these claims as a
Failure to continuously improve our electronic trading systems and technology offerings could materially impact our financial condition or results of operations.
This includes, but is not limited to, the successful development and migration of our markets and supporting operational and business functions to the Google Cloud in the new private Google Cloud region.
If our trading systems and technology offerings cannot be developed to include other products and markets, or if they lack the functionality,
performance, availability, resilience, capacity, security, and speed demanded by our customers, our ability to successfully compete, along with our revenues and profits, will be adversely affected.
Our business is subject to the impact of financial markets volatility, which is caused by conditions that are beyond our control.
Trading volume in our markets and products is largely driven by the degree of volatility - the magnitude and frequency of fluctuations - in prices and levels of the underlying commodities, securities, indices, financial benchmarks or other instruments.
Volatility increases the need to hedge price risk and creates opportunities for investment and speculative or arbitrage trading.
Were there to be a sustained period of stability in the prices or levels of the underlying commodities, securities, indices, benchmarks or other instruments of our products, we could experience lower trading volumes, slower growth or declines in revenues.
Because our cost structure is largely fixed, if demand for our current products and services declines for any reason, we may not be able to adjust our cost structure to counteract the associated decline in revenues, which would cause our net income to decline.
On November 27, 2025, our largest data center owned and operated by CyrusOne experienced a critical cooling failure caused by human error.
In response to the critical cooling failure, we made the decision to temporarily halt our markets.
Our markets opened the following day on a delayed basis.
Although the impact to our business from the event was limited and not material, we cannot make assurances that we will not experience future events that may be material.
As discussed above in “If we experience system failures or capacity constraints, our ability to conduct our operations and execute our business strategy could be materially harmed, and we could be subject to significant costs and liabilities,” in November 2025, CyrusOne, the owner and operator of our largest data center, experienced a critical cooling failure, which resulted in our decision to temporarily halt our markets.
During 2025, the clearing house transferred an average of approximately $6.7 billion a day through the clearing system for settlement from clearing firms whose positions had lost value to clearing firms whose positions had gained value.
Later in 2026, we expect to launch clearing services for U.S. Treasury cash and repo transactions.
While we have a long history in, and deep understanding of, risk
management from the operation of our derivatives clearing house, the operation of a securities clearing house is new to our business.
The processes for calculating and setting margins and financial safeguards is complex and there is no guarantee that our risk models that are utilized to calculate margin and our financial safeguard procedures will adequately protect us in all circumstances.
To the
Additionally, the emergence of increasingly sophisticated and widely accessible generative artificial intelligence and its ability to create believable yet fabricated content may elevate our risk and susceptibility to fraudulent activities which could result in the wrongful transferring of funds, divulging of sensitive information or other unintended consequences.
available, whether we would be able to obtain such licenses on commercially reasonable terms.
Our use of artificial intelligence in our business may be unsuccessful and may give rise to various risks, which could adversely affect our business, reputation or operating results.
Our financial performance depends, in part, on our ability to develop and market new and innovative services that differentiate our products or provide cost efficiencies, while avoiding increased related expenses.
As artificial intelligence is a new and evolving technology in the early stages of commercial use, there are significant risks involved in the development and deployment of artificial intelligence.
Moreover, there can be no assurance that our use of artificial intelligence in our business processes, system development, operations, or as part of our product and service offerings will enhance our products or services or augment our business or operating results.
Market acceptance of artificial intelligence technologies is uncertain, and we may be unsuccessful in our product development efforts.
Our artificial intelligence-related product initiatives and offerings, or use in our internal business operations, may give rise to risks related to accuracy, bias, discrimination, intellectual property infringement, misappropriation or leakage of intellectual property, defamation, data privacy and cybersecurity, among others.
We are also exposed to risks related to the use of artificial intelligence technologies by third-party service providers, clients and other financial intermediaries.
Risks related to our development and use of artificial intelligence include the possibility of new or enhanced laws or regulations or novel enforcement of existing laws related to artificial intelligence, compliance with which may be costly and burdensome or involve changes to our business practices or products, litigation or other legal liability, or additional oversight, audits or enforcement under existing laws or regulations.
Our use of artificial intelligence may also give rise to ethical concerns or negative public perceptions, which may cause brand or reputational harm.
Additionally, our existing competitors or new entrants may be developing their own artificial intelligence products and technologies, which may be superior in features or functionality, or cost, to our offerings.
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.
If we do not continue to enhance our electronic trading systems and technology offerings, including the development and migration of our markets and supporting operational and business functions to the 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 affected, which could have a material impact on our financial condition or results of operations.
Further, allegations by regulatory or criminal authorities of improper
In connection with these rights, our ability to take
An excerpt. Shown here: 40 of 56 rewritten, 40 of 41 added and all 5 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2025 filing and the FY2024 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
174 rewritten, 66 added, 49 removed, 368 unchanged
- Results of Operations: Includes an analysis of our [removed: 2024] [added: 2025] financial results and a discussion of any known events or trends that are likely to impact future results.
CME Group, a Delaware stock corporation, is the holding company for CME, CBOT, NYMEX, COMEX, NEX [added: Group plc (NEX)] and their respective subsidiaries.
We expect competition to continue to intensify, especially in light of ongoing regulatory [removed: development] [added: developments] in the financial services industry.
The competitive environment to which we are subject is discussed in "Item 1 - Business" beginning on page [removed: [10](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_22).][added: [10](#i93ed40d324b64de799da10954483467e_22).]
The regulatory environment to which we are subject is discussed in "Item 1 - Business" beginning on page [removed: [12](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_25).][added: [12](#i93ed40d324b64de799da10954483467e_25).]
Our strategic initiatives are discussed in "Item 1 - Business" beginning on page [removed: [7](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_16).][added: [7](#i93ed40d324b64de799da10954483467e_16).]
*Product mix.* We offer exchange-traded futures and options contracts as well as cleared-only interest rate swap [added: contracts and event] contracts.
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 [removed: electronic platforms.]
Open outcry trading is conducted exclusively by our members, who may execute trades on behalf of [added: customers or for themselves.]
[removed: Beginning in July 2023, open] [added: Open] outcry trading is [removed: now] limited to Secured Overnight Financing Rate (SOFR) options [removed: products following the permanent closure of most of our open outcry pits.][added: products.]
- Other expenses include occupancy and building operations expenses including rent, maintenance, real estate taxes, utilities and other related costs related to leased property in Chicago, New York, the [removed: U.K.,] [added: UK,] and India, as well as other smaller locations throughout the world.
- Equity in net earnings (losses) of unconsolidated subsidiaries includes income and losses from our investments in [added: FanDuel Prediction Markets Holdings LLC,] S&P Dow Jones Indices LLC, OSTTRA, Shanghai CFETS-NEX International Money Broking Co., Ltd. and Gulf Mercantile Exchange.
These critical policies, which are presented in detail [removed: in the notes to our consolidated financial statements,] [added: below,] relate to the valuation of financial instruments, goodwill and intangible assets, revenue recognition, income taxes and internal use software costs.
[added: |] Clearing and transaction fees [removed: are][added: | | | | | | $ | 5,281.1 | | | | | $ | 4,988.2 | | | | | | | | | | | 6 | | % | | | | | | |]
[added: Clearing and transaction fees are] recognized as revenue when a buy and sell order are matched, novated and when the trade is cleared.
[removed: On occasion, the] customer's exchange trading privileges may not be properly entered by the clearing firm and incorrect fees are charged for the transactions in the affected accounts.
Past tax audits have not resulted in tax adjustments that [removed: resulted in] [added: led to] a material change to the income tax provision in the year the audit was completed.
Software development costs incurred during the planning or maintenance stages of a software project are expensed as incurred, while certain costs incurred during the application development stage are capitalized and are amortized over the estimated useful life of the software, which is generally two to four years, but up to eight years for certain trading and clearing [removed: applications, depending upon expected useful lives.][added: applications.]
For a comparison of our results of operations for the fiscal years ended December 31, [removed: 2023] [added: 2024] to December 31, [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] filed with the SEC on February [removed: 28, 2024.][added: 27, 2025.]
| (dollars in millions, except per share data) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2024-2023] [added: 2025-2024] | | |
| Total revenues | | | | | | $ | [removed: 6,130.1] [added: 6,520.6] | | | | | $ | [removed: 5,578.9] [added: 6,130.1] | | | | | | | | | | | [removed: 10] [added: 6] | | % |
| Total expenses | | | | | | [removed: 2,198.6] [added: 2,291.1] | | | | | | [removed: 2,143.2] [added: 2,198.6] | | | | | | | | | | | | [removed: 3] [added: 4] | | |
| Operating margin | | | | | | [removed: 64.1] [added: 64.9] | | % | | | | [removed: 61.6] [added: 64.1] | | % | | | | | | | | | | | | |
| Non-operating income (expense) | | | | | | $ | [removed: 609.9] [added: 1,101.0] | | | | | $ | [removed: 717.9] [added: 609.9] | | | | | | | | | | | [removed: (15)] [added: 81] | | |
| Effective tax expense rate | | | | | | [removed: 22.4] [added: 23.6] | | % | | | | [removed: 22.3] [added: 22.4] | | % | | | | | | | | | | | | |
| Net income attributable to CME Group | | | | | | $ | [removed: 3,525.8] [added: 4,072.2] | | | | | $ | [removed: 3,226.2] [added: 3,525.8] | | | | | | | | | | | [removed: 9] [added: 15] | | |
| Diluted earnings per common share attributable to CME Group | | | | | | [removed: 9.67] [added: 11.16] | | | | | | [removed: 8.86] [added: 9.67] | | | | | | | | | | | | [removed: 9] [added: 15] | | |
| Cash flows from operating activities | | | | | | [removed: 3,690.5] [added: 4,277.1] | | | | | | [removed: 3,453.8] [added: 3,690.5] | | | | | | | | | | | | [removed: 7] [added: 16] | | |
| (dollars in millions) | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | [removed: 2024-2023] [added: 2025-2024] | | | | | | | | |
| Clearing and transaction fees [removed: | | |] [added: (in millions)] | | | $ | [removed: 4,988.2] [added: 4,913.0] | | | | | $ | [removed: 4,588.5] [added: 4,623.3] | | | | | | | | | | | [removed: 9] [added: 6] | | [removed: %] | | | | | | |
| Market data and information services | | | | | | [removed: 710.2] [added: 803.1] | | | | | | [removed: 663.7] [added: 710.2] | | | | | | | | | | | | [removed: 7] [added: 13] | | | | | | | | |
| Other | | | | | | [removed: 431.7] [added: 436.4] | | | | | | [removed: 326.7] [added: 431.7] | | | | | | | | | | | | [removed: 32] [added: 1] | | | | | | | | |
| Total Revenues | | | | | | $ | [removed: 6,130.1] [added: 6,520.6] | | | | | $ | [removed: 5,578.9] [added: 6,130.1] | | | | | | | | | | | [removed: 10] [added: 6] | | | | | | | | |
Contract volume and average rate per contract disclosures below exclude trading volume for [added: event contracts,] the cash markets business as well as interest rate swaps.
| Total contract volume (in millions) | | | [removed: 6,685.0] [added: 7,060.4] | | | | | | [removed: 6,098.5] [added: 6,685.0] | | | | | | | | | | | | [removed: 10] [added: 6] | | % | | | | | | |
| [removed: Clearing] [added: Net increase in clearing] and transaction fees [removed: (in millions)] | | | [removed: $] | [removed: 4,623.3] | | [removed: | | |] $ | [removed: 4,220.8 | | | | | | | | | | | 10 |] [added: 289.7] | | | | | | | |
| Average rate per contract | | | [removed: 0.692] [added: 0.696] | | | | | | 0.692 | | | | | | | | | | | | [removed: —] [added: 1] | | | | | | | | |
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: 2024] [added: 2025] compared with [removed: 2023.][added: 2024.]
| (in millions) | | | | | | [removed: 2024-2023] [added: 2025-2024] | | | | | | | | |
| Increase due to change in total contract volume | | | | | | $ | [removed: 405.7] [added: 261.2] | | | | | | | |
electronic platforms.
On occasion, the
| | | | 2025 | | | | | | 2024 | | | | | | | | | | | | 2025-2024 | | | | | | | | |
| Aggregate average daily volume | | | | | | 28,129 | | | | | | 26,528 | | | | | | | | | | | | 6 | | | | | | | | |
In addition, market uncertainty also remained high within the energy, agricultural commodities, and metals markets throughout 2025.
This was mainly due to new and existing geopolitical tensions, the anticipation and implementation of tariffs, and uncertain weather conditions in 2025.
Finally, we also continued to expand product offerings across many of our asset classes which contributed to volume and sales growth across the globe.
| (amounts in thousands) | | | | | | 2025 | | | | | | 2024 | | | | | | | | | | | | 2025-2024 | | | | | | | | |
| Ultra T-Note | | | | | | 718 | | | | | | 668 | | | | | | | | | | | | 7 | | | | | | | | |
In addition, new and existing geopolitical tensions as well as the potential economic impacts of anticipated and implemented tariffs also led to higher overall interest rate contract volume in 2025.
| (amounts in thousands) | | | | | | 2025 | | | | | | 2024 | | | | | | | | | | | | 2025-2024 | | | | | | | | |
| E-mini Dow futures and options | | | | | | 226 | | | | | | 240 | | | | | | | | | | | | (6) | | | | | | | | |
| Ether futures and options | | | | | | 168 | | | | | | 49 | | | | | | | | | | | | n.m. | | | | | | | | |
We believe this higher volatility was due to the potential economic impacts of anticipated and implemented tariffs that occurred in the first half of 2025 as well as new and existing geopolitical tensions that occurred throughout the year.
Our cryptocurrency contract volume was higher in 2025 when compared to 2024, as a result of the continued broader acceptance of cryptocurrency products.
We believe these factors led to the overall increase in equity complex volume in 2025 when compared with 2024.
| (amounts in thousands) | | | | | | 2025 | | | | | | 2024 | | | | | | | | | | | | 2025-2024 | | | | | | | | |
| Canadian dollar | | | | | | 91 | | | | | | 104 | | | | | | | | | | | | (13) | | | | | | | | |
We believe this was the result of less variability surrounding the global central bank's interest rate policies, which has led to overall decreases in foreign exchange contract volumes.
| (amounts in thousands) | | | | | | 2025 | | | | | | 2024 | | | | | | | | | | | | 2025-2024 | | | | | | | | |
| Brent crude oil | | | | | | 173 | | | | | | 109 | | | | | | | | | | | | 59 | | | | | | | | |
We believe crude oil volatility was higher as a result of geopolitical tensions across the globe, a shift in global supply levels, and the potential economic impacts of anticipated and implemented tariffs.
Natural gas volatility remained high as a result of uncertain weather conditions and a shift in supplies in the U.S. in 2025, which impacted prices throughout the year.
| (amounts in thousands) | | | | | | 2025 | | | | | | 2024 | | | | | | | | | | | | 2025-2024 | | | | | | | | |
We believe the increase was a result of uncertainty surrounding the potential economic impacts of anticipated and implemented tariffs as they relate to the commodities market.
In addition, changes in market expectations regarding grain supplies as well as uncertain weather conditions in 2025 also led to an increase in volume.
*Metal Products*
| (amounts in thousands) | | | | | | 2025 | | | | | | 2024 | | | | | | | | | | | | 2025-2024 | | | | | | | | |
Overall metal contract volume increased in 2025 when compared with 2024.
We believe gold and silver volumes increased as a result of increased price volatility caused by investors using these metals as a safe-haven alternative investment due to uncertainty in other markets.
In addition, the increase in volume was due to additional use of our metal products by our retail client base.
The decrease in copper volume is due to reductions in demand for the metal due to economic instability as well as the continued tariff risk associated with copper.
We believe these factors contributed to higher overall metals volume in 2025 when compared with 2024.
The increase is also due to a change in product mix.
Interest rate contract volume decreased by 1 percentage point as a percent of total volume, while all other products collectively increased by 1 percentage point.
The increase was partially offset by higher volume tier-based incentives.
| U.S. Repos | | | | | | $ | 365.7 | | | | | $ | 301.6 | | | | | 21 | | % |
U.S. debt issuances were significantly higher in 2025 as a result of the increase of the debt ceiling in early 2025, which resulted in an increase in U.S. Repo volumes.
Volume for the U.S. Treasury cash markets products declined slightly due to lower expected future volatility within the Treasury market.
| (dollars in millions) | | | | | | 2025 | | | | | | 2024 | | | | | | | | | | | | 2025-2024 | | | | | | | | |
customers or for themselves.
| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | 2024-2023 | | | | | | | | |
| Net increase in clearing and transaction fees | | | | | | $ | 402.5 | | | | | | | |
In addition, the energy markets saw an increase in volatility as a result of continued geopolitical tensions in the Middle East and Eastern Europe as well as more weather uncertainty in 2024 compared to 2023.
We also expanded our ongoing sales efforts across many of the product lines to increase our sales growth across the globe.
We no longer offer Eurodollar contract trading as of June 2023.
| Options | | | | | | — | | | | | | 41 | | | | | | | | | | | | (100) | | | | | | | | |
| Futures expiring within two years | | | | | | 2,654 | | | | | | 2,545 | | | | | | | | | | | | 4 | | | | | | | | |
| Futures expiring beyond two years | | | | | | 957 | | | | | | 850 | | | | | | | | | | | | 13 | | | | | | | | |
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.
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.
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.
We believe this is a result of continued weather uncertainty due to a drier than average 2024 growing season.
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.
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.
In addition, uncertain weather conditions throughout the year led to an increase in overall natural gas volume.
*Metal Products*
Market uncertainty surrounding Federal Reserve's interest rate policy decisions as well as uncertainty surrounding the U.S. presidential and congressional elections led to an overall increase in demand for gold and other precious metals as safe-haven investments.
In addition, copper contract volume increased largely due to an increase in demand for artificial intelligence data centers and renewable infrastructure.
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 | | % |
*Other revenues*.
In 2024 when compared with 2023, the increase in other revenue was largely attributable to higher custody fees as well as an increase in co-location and other connectivity fees.
| Professional fees and outside services | | | | | | (11.7) | | | | | | (1) | | |
| Employee separation and restructuring | | | | | | (12.5) | | | | | | (1) | | |
| Total | | | | | | $ | 55.4 | | | | | 3 | | % |
- Occupancy and building operations expense decreased due to lower rent expenses and real estate taxes driven by reduced office space.
- The decrease in professional fees and outside services were largely due to a decrease in consulting costs associated with the Google Cloud Migration, which began in late 2021, as well as lower legal fees during 2024.
- Employee separation and restructuring costs decreased year over year largely due to a reduction in force of 3% of employees during 2023.
In addition, there was a decrease in net realized and unrealized gains on investments.
| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | Year-over-Year Change | | | | | | | | |
| 2024-2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2025 | | | $ | 176.5 | |
| 2026-2027 | | | 382.7 | | |
An excerpt. Shown here: 40 of 174 rewritten, 40 of 66 added and 40 of 49 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2025 filing and the FY2024 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
23 rewritten, 1 added, 0 removed, 75 unchanged
Debt outstanding at December 31, [removed: 2024] [added: 2025] consisted of fixed-rate borrowings of $3.4 billion.
We did not have any variable-rate borrowings at December 31, [removed: 2024.][added: 2025.]
Our clearing house acts as the counterparty to all trades consummated on our exchange as well as through [added: a] third-party [removed: exchanges] [added: exchange] and swaps markets for which we provide clearing services.
We mark-to-market open positions of clearing firms at least once [removed: a] [added: each business] day (twice [removed: a] [added: each business] day for futures and options contracts) and require payment from clearing firms whose positions have lost value and make payments to clearing firms whose positions have gained value.
These practices allow our clearing house to quickly identify any clearing firms that may not be able to satisfy the financial obligations resulting from changes in the prices of their open [removed: positions before those financial obligations become exceptionally large and jeopardize the ability of our clearing house to ensure performance of their open positions.]
Although we have policies and procedures [added: designed] to help ensure that our clearing firms can satisfy their obligations, these policies and procedures may not succeed in detecting problems or preventing defaults.
At December 31, [removed: 2024,] [added: 2025,] aggregate performance bond deposits for clearing firms for both financial safeguard packages was [removed: $291.5] [added: $347.3] 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: 2024] [added: 2025] 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: 8,254.3] [added: 8,306.1] | | |
| Assessment powers(3) | | | | | | [removed: 22,699.2] [added: 22,841.7] | | |
(3)In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted [added: clearing] firm, our corporate contribution and the non-defaulting clearing firms' guaranty fund contributions, we would assess all non-defaulting clearing [removed: firm] [added: firms] as provided in the rules governing the guaranty fund.
Assessment powers are calculated to reflect the potential obligation that each clearing [removed: member] [added: firm] could be called for in the event clearing [removed: member defaults exhaust] [added: firm's default exhausts] the guaranty fund; however, the total amount available would be reduced by the defaulted clearing 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: 2024] [added: 2025] in the event of a payment default by a clearing firm that clears interest rate swap contracts, after first utilizing the defaulting [added: clearing] firm's available assets:
| Guaranty fund contributions(2) | | | | | | [removed: 1,798.9] [added: 2,380.5] | | |
| Assessment powers(3) | | | | | | [removed: 905.7] [added: 1,734.2] | | |
(3)In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted [added: clearing] firm, our corporate contribution and the non-defaulting firms' guaranty fund contributions, we would assess non-defaulting clearing 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 [removed: member] [added: firm] could be called for based on potential failure of the third and fourth largest clearing [removed: member;] [added: firm;] however, the total amount available would be reduced by the defaulted clearing firms' assessment obligations since they would no longer be able to satisfy their obligations.
BrokerTec Americas uses Fixed Income Clearing Corporation (FICC), a third-party central clearing house as well as a third-party clearing bank for the settlement of transactions and is required to post short-term margin requirements twice a [added: business] day that can vary based on the size of unsettled transactions and any adverse market changes.
At December 31, [removed: 2024,] [added: 2025,] the balance of the collateral at FICC was [removed: $230.0] [added: $200.0] 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 [added: business] day following execution and, prior to settlement, BrokerTec Americas is exposed to the risk of loss in the event a counterparty fails to meet its obligations.
Aggregate transaction gains (losses) for [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] were [removed: $(3.0)] [added: $(6.0)] million, [removed: $(12.9)] [added: $(3.0)] million and [removed: $13.2] [added: $(12.9)] million, respectively.
Aggregate translation gains (losses) for [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] were [removed: $(61.0)] [added: $163.2] million, [removed: $70.8] [added: $(61.0)] million and [removed: $(195.4)] [added: $70.8] million, respectively.
We mark-to-market all deposits [removed: daily] [added: at least once each business day] and require payment from clearing firms whose collateral has lost value due to changes in foreign currency rates and price.
positions before those financial obligations become exceptionally large and jeopardize the ability of our clearing house to ensure performance of their open positions.
Item 1. BUSINESS
110 rewritten, 81 added, 98 removed, 189 unchanged
CME Group enables clients to trade futures, options, cash and over-the-counter (OTC) products, optimize [removed: portfolios,] [added: portfolios] and analyze data - empowering market participants worldwide [removed: the ability] to efficiently manage risk and capture opportunities.
[removed: Derivatives Exchange Business: Through our derivatives exchanges and clearing house, we] [added: We] believe our customers [removed: prefer CME Group's] [added: value the] diversity of [added: our] products, liquidity, price transparency and technological capabilities.
Our products provide a means for hedging, speculation and asset allocation related to the risks associated with, among other things, interest rate sensitive instruments, equity ownership, [added: cryptocurrency ownership,] changes in the value of foreign currency and changes in the prices of agricultural, energy and metal commodities.
Our CME Globex electronic trading system operates our central limit order book [removed: markets and is available on a global basis nearly 24 hours a day throughout the trading week.][added: (CLOB) markets.]
We maintain comprehensive business continuity and disaster recovery plans, as well as facilities designed to [removed: provide nearly continuous availability] [added: enable timely recovery and resumption] of our markets in the event of a business disruption or disaster.
In [removed: 2024,] [added: 2025,] 85% of our contract volume was from trades by our members.
[removed: CME] [added: Derivatives] Clearing Business: Through our [added: derivatives] 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 [removed: contracts] [added: contracts, exchange-traded swaps] and OTC derivatives.
Our integrated clearing function is designed to ensure the safety and the soundness of our [added: derivatives] markets by serving as the counterparty to every trade, becoming the buyer to each seller and the seller to each buyer, and limiting counterparty credit risk.
The clearing house marks open positions to market at least twice [removed: a trading] [added: each business] day, requiring payments from clearing firms whose positions have lost value and making payments to clearing firms whose positions have gained value.
For select cleared-only markets, positions are marked-to-market [removed: daily,] [added: once each business day,] with the capacity to mark-to-market more frequently as market conditions warrant.
One firm represented [removed: at least 10%] [added: 12%] of our clearing and transaction fees revenue for [removed: 2024.][added: 2025.]
BrokerTec [removed: is] [added: and EBS are] 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 operates global electronic trading for fixed income and money market products, with a leading position in cash U.S. Treasuries, European Government Bonds, and Repo on European Union [removed: (E.U.),] [added: (EU),] United Kingdom [removed: (U.K.),] [added: (UK),] U.S. and other international [removed: G10,] [added: G10 governments,] emerging market fixed income instruments and Supranational and Agency Bonds.
It facilitates trading for banks and non-bank professional trading [removed: firms.][added: firms, offering a dealer-to-dealer electronic trading platform operated on CME Globex.]
[added: We also offer request-for-quote trading via] BrokerTec Quote [removed: is a Request For Quote platform provided on third-party technology, that offers] [added: offering] a dealer-to-client trading solution for the global government bond repo (including Emerging Markets) and credit repo markets.
EBS Market is a [removed: Central Limit Order Book] [added: CLOB] electronic trading platform for spot FX, Spot Precious Metals and [removed: NDFs.][added: non-deliverable forwards.]
EBS Direct is a relationship-based trading platform offering Spot [removed: FX, Spot Precious Metals (and previously,] FX [removed: forwards] and [removed: FX swaps until the cessation of that business in April 2024).][added: Spot Precious Metals.]
[removed: Market Data] [added: Data Services] Business: We offer a variety of [removed: market] data [added: products and] services through industry-leading [removed: market] data platforms and third-party distribution partners, which are designed to meet the risk-management, trading, investment and business needs of our global [removed: client] [added: customer] base.
To this end, we provide proprietary real-time and historical market data related to CME [removed: Group’s] [added: Group's] deeply liquid [added: futures and options on futures] exchanges and cash markets businesses.
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 SOFR) and Term €STR Reference Rates, which adhere to the [removed: IOSCO] [added: International Organization of Securities Commissions] Principles for Financial Benchmarks and are administered by our [removed: U.K.] [added: UK] regulated subsidiary, CME Benchmark Administration [removed: Limited.][added: Limited (CME Benchmark).]
Maximize Futures and Options Growth Globally — [removed: We continue to focus on] [added: Our strategy for] driving growth and new customer acquisition [removed: by] [added: centers on] expanding, innovating and scaling our core [removed: offerings,] [added: offerings] and increasing participation from customers.
[removed: We do this by] [added: To achieve this, we focus on several key areas:] optimizing our global sales team, cross-selling [removed: certain products, expanding the strength of our existing benchmark] [added: select] products, launching new products and [removed: services,] [added: services while] strengthening our existing product and service offerings, securing intellectual property rights to new products, enhancing our relationships and broadening our base of distribution partners, [added: improving our data distribution capabilities,] and deepening open interest in our core futures and options offerings.
In [removed: 2024,] [added: 2025,] approximately 31% of our electronic futures and options volume was from transactions reported as outside the U.S. and approximately [removed: 54%] [added: 53%] of our market data revenue was derived from outside the U.S. We also achieved [removed: 17%] [added: 6%] growth in trading volume during European trading hours and [removed: 7%] [added: 13%] growth during Asia Pacific trading hours in [removed: 2024] [added: 2025] compared to [removed: 2023.][added: 2024.]
[added: -] We [removed: have increased our customer base and] continue to target cross-asset opportunities across client segments and across cash and futures [removed: platforms, driving sale] [added: platforms in an effort to drive sales] and [removed: generating] [added: generate] new client participation across all regions.
We have a 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 [added: efficiently manage their risks.]
[added: -] We continue to add new channel partners to help us expand the reach of CME Group offerings.
[removed: CME Group continues to introduce] [added: - Introducing new services and] tools [removed: which] [added: to] assist our clients in managing their risks.
[removed: We continue to enhance] [added: - Enhancing] our retail strategy focusing on the growth of top-tier and large new-to-futures [removed: brokers, which resulted in a record number of new] [added: brokers and broadening our contract offerings to better align with the investment strategies favored by] retail [removed: accounts.][added: traders.]
CME Group is well-positioned to capitalize on its ability to license CME Term SOFR, administered by [removed: our subsidiary,] CME [removed: Group Benchmark Administration Limited.][added: Benchmark.]
CME Term SOFR is the only SOFR rate endorsed by the Alternative Reference Rates Committee [removed: (ARRC)] and the Federal Reserve Board has formally endorsed the forward-looking term rates based on SOFR.
S&P Dow Jones Indices LLC combines the world class capabilities of the S&P and Dow Jones [removed: Indices,] [added: Indices] and is a significant player in passive investing, including the exchange-traded fund (ETF) industry value [removed: chain.][added: chain and offers leading fixed income and credit indices, such as iBoxx, iTraxx and CDX.]
[removed: As part of the] [added: Through our] joint [removed: venture,] [added: venture with S&P Global, S&P Dow Jones Indices LLC,] we [removed: acquired] [added: have] a long-term, ownership-linked, exclusive license to list futures and options based on the S&P 500 Index and certain other S&P indices.
We [removed: also] act as the joint venture's licensing agent and distribution services provider.
The goal is for CMESC to help market participants comply with [added: the] upcoming [removed: U.S. Treasury] [added: SEC] clearing requirements [removed: and, ultimately, to position the company to offer additional capital] [added: for U.S. Treasury transactions (as of December 31, 2026)] and [removed: operational efficiencies to its clients.][added: repo transactions (as of June 30, 2027).]
[removed: With the ongoing] implementation of regulatory reform in the U.S. and in Europe, along with global implementation of Basel III capital requirements on financial institutions, we expect centralized clearing and capital efficiencies to continue to be important for our global client base.
We provide a comprehensive multi-asset-class clearing solution to market participants for maximum operational ease and the capital efficiency that comes with connecting to our [added: derivatives] clearing house.
[added: Our clearing services offer the ability to optimize collateral] and capital efficiencies across portfolios within the clearing house while meeting the heightened regulatory requirements on derivatives.
We also offer clearing services for [added: event contracts,] OTC interest rate swaps, FX forwards and commodity swaps.
[removed: - CME Clearing provides] [added: We also provide] compression via coupon blending as well as CME CORE (Clearing Online Risk Engine), an interactive margin calculator that enables clients to optimize their capital by providing insights on margin requirements prior to trading.
- Portfolio [removed: margining allows firms to capitalize on] [added: Margining: Offering] margin offsets between [removed: futures,] [added: futures and] options [added: on futures] and cleared OTC instruments with common risk factors.
The graphic below provides a brief overview of key events within CME Group's history:

Derivatives Exchange Business: Our broad set of products offered on our derivatives exchanges (CME, CBOT, NYMEX and COMEX) are important risk management tools for our clients around the globe.
The following highlights our key products:
- Interest Rates — SOFR, U.S. Treasury and Federal Funds.
- Equity Indices — E-mini S&P 500, E-mini Nasdaq 100 and E-mini Russell 2000.
- Foreign Exchange — Euro, Japanese yen, British pound and Australian dollar.
- Agricultural Commodities — corn, soybean, wheat and livestock.
- Energy — WTI crude oil, natural gas and refined products.
- Metals *—* gold, copper and silver.
- Cryptocurrencies — Bitcoin, Ether, Solana and XRP.
For physically-delivered exchange-traded derivatives contracts, if a clearing firm fails to fulfill a delivery obligation, the clearing house is responsible for covering the replacement cost to the clearing firm whose actions or omissions did not cause or contribute to the delivery failure.
The clearing house has adopted processes to monitor for potential operational risks relating to the delivery of these physically-delivered contracts.
Securities Clearing Business: In December 2025, our subsidiary, CME Securities Clearing Inc. (CMESC) received approval from the U.S. Securities and Exchange Commission (SEC) to become a securities clearing agency.
We expect to launch this service later in 2026 and position the company to offer additional capital and operational efficiencies to its clients.
In 2025, we launched BrokerTec Chicago, a second CLOB for cash U.S. Treasuries co-located with our U.S. Treasury futures and options markets, to support trading between cash and derivatives markets.
In 2025, we launched FX Spot+, a trading platform that connects the over-the-counter (OTC) spot FX market with the deep liquidity of our FX futures complex.
In 2025, CME Group futures and options had record average daily volume (ADV) of 28.1 million contracts.
This included a third consecutive year of volume records in our interest rates asset class, as well as volume records for our agricultural, energy and metals products.
In 2025, we experienced significant year-over-year ADV growth in recently launched products, including 32% growth in micro products and 11% growth in OTC alternative products, with more new products in the pipeline for 2026.
Our product growth strategy is centered on the following key elements.
- We list products at the micro size across all six major derivatives asset classes.
These products are designed to attract a new customer base.
- Our options franchise continues to experience rapid volume growth, with new product launches gaining positive traction.
- We have expanded into Credit, Treasury bills and TBA (To-Be-Announced) Mortgage futures building on our strong foundation in U.S. Treasuries and SOFR.
- We have expanded trading to 24 hours a day, seven days a week for certain event contracts.
We will begin offering 24/7 trading for our entire crypto suite in Q2 2026 to enable our customers to hedge exposure to the underlying cash markets for these products throughout the weekend.
- We are establishing a leadership position in and supporting the needs of our clients in the energy transition/environmental markets by expanding into bioenergy, water, battery metals and carbon products.
- Our introduction of more granular futures and options on futures contracts, such as those focused on specific seasons, events, weekly, or daily periods, is enabling our clients to execute more precise hedging strategies and generates additional spreading opportunities in conjunction with our current product offerings.
- Our OTC alternative product suite brings traditional OTC functionality to CME Group market participants and assists with the growing need for operational and capital efficiencies.
We are also focused on both expanding and deepening our global customer base by:
- Offering our broad and diversified portfolio of benchmark products worldwide.
Our significant investment in the expansion of our sales organization has resulted in a presence in over 10 countries, including our most recent expansion into the Middle East with the opening of a Dubai office.
Moreover, we are committed to providing products that are regionally relevant.
Our joint venture with FanDuel, a part of Flutter Entertainment plc, launched in December 2025.
This partnership introduced a new prediction markets application designed for retail customers.
The application offers access to our simplified event contracts covering both major financial and economic benchmarks and sporting events.
For example, in 2025, we launched CME FX Spot+ and BrokerTec Chicago.
Diversify our Business and Revenue \- In addition to our focus for growing and strengthening our core futures and options franchise, we also strive to diversify our business and revenues.
Through the acquisition of NEX, we added our cash markets business (BrokerTec and EBS), which generated $283.7 million of clearing and transaction fees in 2025.
GENERAL DEVELOPMENT OF BUSINESS
CME was founded in 1898 as a not-for-profit corporation.
It established its clearing house in 1919, which is operated as part of CME.
CME demutualized in 2000, and in 2002 its parent company, CME Group, completed an initial public offering of its Class A common stock (Nasdaq: CME).
CME Group subsequently acquired CBOT Holdings, Inc. in 2007, NYMEX Holdings, Inc. (NYMEX and COMEX) in 2008, the Kansas City Board of Trade in 2012 and NEX Group plc (NEX) in 2018.
The combination with NEX expanded our global customer base and product offerings through the complementary combination of CME Group’s exchange-traded derivative products and NEX’s cash and OTC products.
It also created a leading, client-centric, global markets company, generating capital efficiencies across futures, cash and OTC products for market participants seeking to lower their cost of trading and better manage risk.
- CME's product slate includes agricultural, equities, FX, OTC Interest Rate Swaps complex, cryptocurrencies/alternative investments and interest rate products, including Secured Overnight Financing Rate (SOFR) futures and options, Fed Funds futures and options, livestock and cash-settled contracts based on the S&P 500, Micro E-mini Equity Index contracts, Nasdaq-100, FTSE Russell, Nikkei and Bitcoin and Ether futures and options.
- CBOT's product slate consists of agricultural, equities and interest rate products, including contracts for United States (U.S.) Treasury futures, soybean, corn and wheat and contracts based on the Dow Jones Industrial Index.
- NYMEX's product slate consists of energy and metals products, including contracts for crude oil, natural gas, heating oil (or low sulfur diesel), gasoline, emissions (GEO, N-GEO and C-GEO), platinum and palladium.
- COMEX's product slate consists of metals products, including contracts for gold, silver, copper and other base, ferrous and battery metals.
We believe the breadth and diversity of our products and services lines are beneficial to our customers and CME Group's overall performance.
Our asset classes contain products designed to address differing risk management needs, and customers are able to manage risks and achieve operational and capital efficiencies by accessing our diverse products through our platforms and our clearing house.
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.
The BrokerTec Central Limit Order Book is a dealer-to-dealer electronic trading platform operated on CME Globex.
BrokerTec Stream is a relationship-based trading platform offering U.S. Treasury instruments.
We have further focused on building upon cloud-based data distribution capabilities as a more flexible and potentially efficient means of providing data to our clients.
In 2024, CME Group futures and options had a record average daily volume of 26.5 million contracts, with a volume record in our interest rates asset class for the third consecutive year.
It was also a year of volume records for multiple products, including Treasury futures and Ultra 10 Year Treasury Note futures, SOFR futures, Bitcoin futures, Natural Gas (futures and options), Metals futures and options and a record number of contracts executed via Basis Trade at Index Close ("BTIC").
We continue to expand and deepen our customer base worldwide and offer customers around the world the most broad and diversified portfolio of benchmark products.
Some of our new products introduced over the past year include:
- Additional Cryptocurrency Reference Rates and Real-Time Indices
- Options on Euro short-term Rate Futures (€STR)
- E-mini S&P 500 Equal Weight Futures
- Euro-denominated Bitcoin and Ether 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
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, Tuesday and Thursday options on WTI Crude Oil, Tuesday and Thursday options on Gold, Silver, and Copper, and Bitcoin Friday futures).
We continue to expand and deepen our customer base worldwide and offer customers around the world with the most broad and diversified portfolio of benchmark products.
We believe we have a significant opportunity to expand the participation of our non-U.S. customer base in our markets.
Our penetration of these markets lags our development in the U.S., and we believe that there is room for significant growth and development of these financial markets.
efficiently manage their risks.
The FX and Metals Market Profile Tools on Quant Analytics offer 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.
An excerpt. Shown here: 40 of 110 rewritten, 40 of 81 added and 40 of 98 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2025 filing and the FY2024 filing.
Item 3. LEGAL PROCEEDINGS
1 rewritten, 0 added, 0 removed, 1 unchanged
Contingencies to the consolidated financial statements beginning on page [removed: [76](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_190)] [added: [77](#i93ed40d324b64de799da10954483467e_190)] for CME Group’s legal proceedings disclosure, which is incorporated herein by reference.
Cover and table of contents
39 rewritten, 9 added, 4 removed, 132 unchanged
For the Fiscal Year Ended December 31, [removed: 2024][added: 2025]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, [removed: 2024,] [added: 2025,] was approximately [removed: $70.4] [added: $98.9] 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: 12, 2025] [added: 11, 2026] was as follows: [removed: 360,354,174] [added: 358,622,331] 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: 2025] [added: 2026] Annual Meeting of Shareholders | | | | | | Part III | | |
| Item 1. | | | [removed: [Business](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_13)] [added: [Business](#i93ed40d324b64de799da10954483467e_13)] | | | [removed: [5](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_13)] [added: [5](#i93ed40d324b64de799da10954483467e_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_31)] [added: Factors](#i93ed40d324b64de799da10954483467e_31)] | | | [removed: [16](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_31)] [added: [16](#i93ed40d324b64de799da10954483467e_31)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_43)] [added: Comments](#i93ed40d324b64de799da10954483467e_43)] | | | [removed: [27](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_43)] [added: [27](#i93ed40d324b64de799da10954483467e_43)] | | |
| Item 1C. | | | [removed: [Cybersecurity](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_46)] [added: [Cybersecurity](#i93ed40d324b64de799da10954483467e_46)] | | | [removed: [27](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_46)] [added: [27](#i93ed40d324b64de799da10954483467e_46)] | | |
| Item 2. | | | [removed: [Properties](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_49)] [added: [Properties](#i93ed40d324b64de799da10954483467e_49)] | | | [removed: [28](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_49)] [added: [29](#i93ed40d324b64de799da10954483467e_49)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_52)] [added: Proceedings](#i93ed40d324b64de799da10954483467e_52)] | | | [removed: [28](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_52)] [added: [29](#i93ed40d324b64de799da10954483467e_52)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_55)] [added: Disclosures](#i93ed40d324b64de799da10954483467e_55)] | | | [removed: [28](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_55)] [added: [29](#i93ed40d324b64de799da10954483467e_55)] | | |
| [PART [removed: II.](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_58)] [added: II.](#i93ed40d324b64de799da10954483467e_58)] | | | | | | [removed: [29](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_61)] [added: [29](#i93ed40d324b64de799da10954483467e_61)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity [removed: Securities](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_61)] [added: Securities](#i93ed40d324b64de799da10954483467e_61)] | | | [removed: [29](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_61)] [added: [29](#i93ed40d324b64de799da10954483467e_61)] | | |
| Item 6. | | | [removed: [\[Reserved\]](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_64)] [added: [\[Reserved\]](#i93ed40d324b64de799da10954483467e_64)] | | | [removed: [31](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_64)] [added: [31](#i93ed40d324b64de799da10954483467e_64)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_67)] [added: Operations](#i93ed40d324b64de799da10954483467e_67)] | | | [removed: [32](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_67)] [added: [32](#i93ed40d324b64de799da10954483467e_67)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_106)] [added: Risk](#i93ed40d324b64de799da10954483467e_106)] | | | [removed: [47](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_106)] [added: [47](#i93ed40d324b64de799da10954483467e_106)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_109)] [added: Data](#i93ed40d324b64de799da10954483467e_109)] | | | [removed: [51](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_109)] [added: [51](#i93ed40d324b64de799da10954483467e_109)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_217)] [added: Disclosure](#i93ed40d324b64de799da10954483467e_220)] | | | [removed: [84](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_217)] [added: [85](#i93ed40d324b64de799da10954483467e_220)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_220)] [added: Procedures](#i93ed40d324b64de799da10954483467e_223)] | | | [removed: [84](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_220)] [added: [85](#i93ed40d324b64de799da10954483467e_223)] | | |
| Item 9B. | | | [Other [removed: Information](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_223)] [added: Information](#i93ed40d324b64de799da10954483467e_226)] | | | [removed: [88](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_223)] [added: [89](#i93ed40d324b64de799da10954483467e_226)] | | |
| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_226)] [added: Inspections](#i93ed40d324b64de799da10954483467e_229)] | | | [removed: [88](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_226)] [added: [96](#i93ed40d324b64de799da10954483467e_229)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_232)] [added: Governance](#i93ed40d324b64de799da10954483467e_235)] | | | [removed: [88](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_232)] [added: [96](#i93ed40d324b64de799da10954483467e_235)] | | |
| Item 11. | | | [Executive [removed: Compensation](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_235)] [added: Compensation](#i93ed40d324b64de799da10954483467e_238)] | | | [removed: [88](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_235)] [added: [97](#i93ed40d324b64de799da10954483467e_238)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_238)] [added: Matters](#i93ed40d324b64de799da10954483467e_241)] | | | [removed: [88](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_238)] [added: [97](#i93ed40d324b64de799da10954483467e_241)] | | |
| Item 13. | | | [Certain Relationships, Related Transactions and Director [removed: Independence](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_241)] [added: Independence](#i93ed40d324b64de799da10954483467e_244)] | | | [removed: [89](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_241)] [added: [97](#i93ed40d324b64de799da10954483467e_244)] | | |
| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_244)] [added: Services](#i93ed40d324b64de799da10954483467e_247)] | | | [removed: [89](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_244)] [added: [97](#i93ed40d324b64de799da10954483467e_247)] | | |
| Item 15. | | | [Exhibits and Financial Statement [removed: Schedules](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_250)] [added: Schedules](#i93ed40d324b64de799da10954483467e_253)] | | | [removed: [89](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_250)] [added: [98](#i93ed40d324b64de799da10954483467e_253)] | | |
| Item 16. | | | [Form 10-K [removed: Summary](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_253)] [added: Summary](#i93ed40d324b64de799da10954483467e_256)] | | | [removed: [94](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_253)] [added: [102](#i93ed40d324b64de799da10954483467e_256)] | | |
[added: References to "CME" are to Chicago Mercantile Exchange Inc., to "CBOT" are to Board of Trade of the City of Chicago, Inc., to "NYMEX" are to New York Mercantile Exchange, Inc. and to "COMEX" are to the Commodity Exchange, Inc.] All references to "options" or "options contracts" in the text of this document refer to options on futures contracts.
[removed: All] [added: Unless otherwise noted, all] amounts regarding contract volume and average rate per contract are for CME Group's listed futures and options on futures contracts [removed: unless otherwise noted.][added: and exclude CME Group's event contracts.]
Dow Jones, Dow Jones Industrial Average, S&P 500 and S&P are service and/or trademarks of Dow Jones Trademark Holdings LLC, Standard & Poor's Financial Services LLC and S&P Dow Jones Indices LLC, as the case may be, and have been licensed for use by [removed: Chicago Mercantile Exchange Inc. (CME).][added: CME.]
[removed: We] [added: Except as required by the federal securities laws, we] undertake no obligation to [removed: publicly] update any forward-looking [removed: statements,] [added: statement, release publicly any revisions to any forward-looking statements or report the occurrence of unanticipated events,] whether as a result of new information, future events or otherwise.
- our ability to manage variable costs [removed: relating to] [added: associated with] CME Group's transition to the Google [removed: Cloud] [added: Cloud,] and [removed: minimize] [added: minimizing the] duplicative costs [removed: during the transition between] [added: of] maintaining [removed: the] [added: both] on-premise [removed: environment] and [removed: the] Google Cloud [removed: environment;][added: environments during the transition;]
- our dependence on third-party providers and exposure to risk [removed: through] [added: from] third parties, including risks related to the performance, reliability and security of technology used [removed: by] [added: by, or facilities provided by,] our third-party providers and third-party providers that our clients and third-parties rely on;
- our reliance on third-party distribution partners, including independent software vendors (ISVs), [removed: Futures Commission Merchants] [added: futures commission merchants] (FCMs), introducing brokers, [removed: broker-dealers around the world,] [added: broker-dealers,] 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;
- our ability to accommodate increases in contract volume and market data and order transaction traffic across the entire trade cycle and the ability to implement enhancements [added: meeting our regulatory obligations and customer needs] without failure or degradation of the performance of our trading and clearing [removed: systems and meeting our regulatory reporting obligations;][added: systems;]
- our ability to manage the risks, control the costs and achieve the synergies associated with [added: and benefits from] our strategy for acquisitions, [removed: investments and] [added: investments,] alliances, [removed: including those associated with the performance of our joint ventures with S&P Dow Jones (S&P Dow Jones Indices LLC) in index services, our primary business and distribution partners’ actions and our partnership with Google, including our ability to manage the successful implementation of our agreements with Google] [added: strategic partnerships] and [removed: our data center partners;][added: joint ventures;]
- variances in earnings on cash accounts and collateral that our clearing house [removed: holds for its clients;][added: holds;]
of this Report beginning on page [removed: [16](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_31).][added: [16](#i93ed40d324b64de799da10954483467e_31).]
| [PART I.](#i93ed40d324b64de799da10954483467e_10) | | | | | | [3](#i93ed40d324b64de799da10954483467e_10) | | |
| [PART III.](#i93ed40d324b64de799da10954483467e_232) | | | | | | [96](#i93ed40d324b64de799da10954483467e_232) | | |
| [PART IV.](#i93ed40d324b64de799da10954483467e_250) | | | | | | [98](#i93ed40d324b64de799da10954483467e_250) | | |
| [Signatures](#i93ed40d324b64de799da10954483467e_259) | | | | | | [103](#i93ed40d324b64de799da10954483467e_259) | | |
You should carefully read this entire Annual Report on Form 10-K, including “Part II.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the related notes.
For any forward-looking statements contained in any document, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
- the resilience of our electronic platforms and the soundness of our business continuity and disaster recovery plans, including in the event of cyberattacks and cyberterrorism or as impacted by a failure of or disruption at one of our suppliers;
| [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) | | |
Item 1B. UNRESOLVED STAFF COMMENTS
0 rewritten, 47 added, 0 removed, 1 unchanged
ITEM 1C.
CYBERSECURITY
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 clients, third parties and employees and the resilience of our systems.
As such, our GIS Program is designed and operated to mitigate information security risks and threats to the company.
Its intent is to safeguard the confidentiality, integrity and availability of our information and services.
The GIS Program is designed to strengthen the integrity of the global markets we support, protect CME Group’s information assets, maintain 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, 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 Program and the management of our cybersecurity risks.
Our GIS Program is led by the individual serving in the role of Chief Information Security Officer (CISO).
Our former CISO transitioned to a new role at another company.
We have appointed an interim CISO while we complete our search for a permanent replacement.
Our interim CISO has over 25 years of technology experience and 22 years as a senior leader within CME Group's information security operations and incident response program.
The CISO reports to our Chief Information Officer (CIO), a member of our Management Team.
Our GIS team is comprised of over 250 full-time employees, many of 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 certifications demonstrating expertise in technology infrastructure.
As part of our GIS Program, CME Group operates a Cyber Defense Center that virtually links 24/7 to our international 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 both open source and proprietary threat and intelligence feeds allowing the company to efficiently manage, investigate and respond to cybersecurity events.
Our GIS team conducts analyses and aims to prevent, detect and respond to systemic events that might threaten our company, industry or the economy.
The GIS Program includes a Cyber Defense team, which manages the Incident Response Plan (Response Plan), and consists of subject matter experts from GIS and Information Governance, who work together to monitor and respond to cybersecurity incidents.
The Response Plan outlines our cyber and incident response policies and governs our incident response lifecycle, which divides overall incident response into serial phases.
The Crisis Management Team is responsible for oversight during an incident, in conjunction with the Cyber Coordination Team.
The Cyber Coordination Team manages responses to cybersecurity and compliance incidents, collaborating with subject matter experts from various departments in response to specific incidents.
When an incident reaches a certain threshold of severity, our CISO and CIO escalate the matter to our Chief Operating Officer, who is a member of our Management Team, to determine next steps, as well as possible customer and external communications.
Throughout the incident response process, the Legal team is engaged, as appropriate, and helps consider whether disclosure is required once a determination is made in connection with the company’s leadership and the Crisis Management Team.
We identify, assess and manage material risks from cybersecurity threats through our GIS Program as follows:
- We deploy a defense-in-depth strategy, acknowledging the importance of people, processes and technology in upholding information security.
The strategy incorporates multiple layers of controls, including, monitoring, vulnerability management, identity and access management and security assessments.
- Our program is aligned with the National Institute of Standards and Technology Cybersecurity Framework and other technical standards and frameworks.
- We have a robust cybersecurity defense response plan that provides a documented framework for handling security incidents and facilitates coordination across multiple parts of the company.
- We invest in threat intelligence and operate a 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 leading professional consulting firms to assist our company in incorporating cybersecurity best practices.
- We provide annual cybersecurity awareness and ongoing phishing training, and we routinely conduct cybersecurity attack simulation exercises, which includes participation from various levels of management.
- Following a risk-based approach, we conduct due diligence reviews of our third-party service providers for potential cybersecurity risks to the company.
We also maintain a cross-functional Third Party Risk Management program, which partners with our GIS, Information Governance, and Operational Resilience teams, among others, to manage and monitor third party risk presented by CME Group vendors and certain third parties of third parties (fourth parties).
The teams conduct initial due diligence on vendors and monitor cyber-related incidents and known vulnerabilities with the goal of enhancing processes, improving risk management and partnering on exit planning and testing for certain vendors associated with essential functions.
- We have insurance against certain cybersecurity and privacy risks and attacks.
- We are an active participant in the financial services industry and government forums and information sharing programs, designed to improve both internal and sector cybersecurity defense.
These valuable external partnerships are established and maintained in order to gain more timely, comprehensive and actionable threat information across geographies and industries and to facilitate the exchange of best practices and security techniques.
They allow for a high degree of collaboration and cooperation with local, state, federal, and international law enforcement and intelligence agencies, industry groups, and other private sector chief information security officers.
- We regularly test the design and effectiveness of our information security controls and processes through a program of testing performed by internal and independent third-party teams.
Remediation of gaps and opportunities identified through testing are tracked through to closure.
Testing activities support a variety of regulatory requirements and external industry certifications held by CME Group.
An excerpt. Shown here: all 0 rewritten, 40 of 47 added and all 0 removed. The counts are complete. For every sentence, read Item 1B. UNRESOLVED STAFF COMMENTS in the FY2025 filing and the FY2024 filing.
Item 2. PROPERTIES
1 rewritten, 0 added, 0 removed, 10 unchanged
Our corporate headquarters are located at 20 South Wacker Drive, Chicago, IL, where we lease approximately [removed: 530,000] [added: 500,000] square feet of general office space.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
9 rewritten, 10 added, 6 removed, 24 unchanged
Our Class A common stock is currently listed on Nasdaq under the ticker symbol "CME." As of February [removed: 12, 2025,] [added: 11, 2026,] there were approximately [removed: 3,870] [added: 3,650] holders of record of our Class A common stock.
As of February [removed: 12, 2025,] [added: 11, 2026,] there were approximately [removed: 1,480] [added: 1,430] holders of record of our Class B common stock.
As of February [removed: 12, 2025,] [added: 11, 2026,] 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 [removed: Inc,] [added: Inc.,] Deutsche Boerse Ag, Intercontinental Exchange [removed: Inc,] [added: 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: 2019] [added: 2020] and its relative performance is tracked through December 31, [removed: 2024.][added: 2025.]
[removed: ][added: ]
| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |
| Period in [removed: 2024] [added: 2025] | | | | | | Total Number of Shares (or Units) Purchased(1) | | | | | | Average Price Paid Per Share (or Unit) | | | | | | Total Number [removed: of Shares] [added: of Shares] (or Units) Purchased [removed: as Part] [added: as Part] of [removed: Publicly Announced Plans] [added: Publicly Announced Plans] or Programs [added: (1)] | | | | | | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in millions) [added: (1)] | | |
| October 1 to October 31 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | [removed: —] [added: 2,991.8] | |
[removed: (1)Shares] [added: (4)Shares] purchased [removed: consist of] [added: included] an aggregate of [removed: 16,069] [added: 10,875] shares of Class A common stock surrendered to satisfy employee tax obligations upon the vesting of restricted stock.
| CME Group Inc. | | | $ | 129.46 | | | | | $ | 99.82 | | | | | $ | 131.06 | | | | | $ | 151.29 | | | | | $ | 181.29 | |
| S&P 500 | | | 128.71 | | | | | | 105.40 | | | | | | 133.10 | | | | | | 166.40 | | | | | | 196.16 | | |
| Peer Group | | | 119.73 | | | | | | 103.97 | | | | | | 126.59 | | | | | | 152.01 | | | | | | 164.59 | | |
| November 1 to November 30 | | | | | | 269,829 | | | (2) | | | 277.62 | | | | | | 269,735 | | | | | | 2,917.0 | | |
| December 1 to December 31 | | | | | | 671,384 | | | (3) | | | 274.08 | | | | | | 660,603 | | | | | | 2,735.9 | | |
| Total | | | | | | 941,213 | | | (4) | | | | | | | | | 930,338 | | | | | | | | |
(1)CME Group maintains a share repurchase program under which CME Group is authorized to repurchase up to $3.0 billion of its outstanding Class A common stock, par value $0.01 per share (the common stock) as announced on December 5, 2024.
The share repurchase program has no expiration date.
(2)Includes an aggregate of 94 shares of Class A common stock surrendered to satisfy employees' tax obligations upon the vesting of restricted stock.
(3)Includes an aggregate of 10,781 shares of Class A common stock surrendered to satisfy employees' 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 | | |
| November 1 to November 30 | | | | | | 150 | | | | | | 233.42 | | | | | | — | | | | | | — | | |
| December 1 to December 31 | | | | | | 15,919 | | | | | | 233.54 | | | | | | — | | | | | | — | | |
| Total | | | | | | 16,069 | | | | | | | | | | | | — | | | | | | | | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
406 rewritten, 163 added, 77 removed, 752 unchanged
| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | |
| Cash and cash equivalents | | | $ | [added: 4,416.9 | | | | | $ |] 2,892.4 | | | | | $ | 2,912.0 | |
| Marketable securities | | | [removed: 113.2] [added: 125.0] | | | | | | [removed: 111.7] [added: 113.2] | | |
| Accounts receivable, net of allowance of [removed: $9.0] [added: $10.0] and [removed: $7.1] [added: $9.0] | | | [removed: 573.1] [added: 639.2] | | | | | | [removed: 535.6] [added: 573.1] | | |
| Other current assets (includes [removed: $6.3] [added: $6.5] and [removed: $5.2] [added: $6.3] in restricted cash) | | | [removed: 559.4] [added: 522.1] | | | | | | [removed: 1,138.4] [added: 559.4] | | |
| Performance bonds and guaranty fund contributions | | | [removed: 98,895.4] [added: 159,656.1] | | | | | | [removed: 90,192.5] [added: 98,895.4] | | |
| Total current assets | | | [removed: 103,033.5] [added: 165,359.3] | | | | | | [removed: 94,890.2] [added: 103,033.5] | | |
| Property, net | | | [removed: 386.2] [added: 362.7] | | | | | | [removed: 409.5] [added: 386.2] | | |
| Intangible assets—other, net | | | [removed: 2,821.6] [added: 2,610.7] | | | | | | [removed: 3,050.2] [added: 2,821.6] | | |
| Goodwill | | | [removed: 10,486.9] [added: 10,514.7] | | | | | | [removed: 10,495.3] [added: 10,486.9] | | |
| Other assets | | | [removed: 3,543.5] [added: 2,401.5] | | | | | | [removed: 3,685.6] [added: 3,543.5] | | |
| Total Assets | | | $ | [removed: 137,447.0] [added: 198,424.2] | | | | | $ | [removed: 129,706.1] [added: 137,447.0] | |
| Accounts payable | | | $ | [removed: 79.9] [added: 71.8] | | | | | $ | [removed: 90.6] [added: 79.9] | |
| Short-term debt | | | [removed: 749.8] [added: —] | | | | | | [removed: —] [added: 749.8] | | |
| Other current liabilities | | | [removed: 2,588.8] [added: 568.8] | | | | | | [removed: 3,133.8] [added: 2,588.8] | | |
| Total current liabilities | | | [removed: 102,313.9] [added: 160,296.7] | | | | | | [removed: 93,416.9] [added: 102,313.9] | | |
| Long-term debt | | | [removed: 2,678.2] [added: 3,422.3] | | | | | | [removed: 3,425.4] [added: 2,678.2] | | |
| Deferred income tax liabilities, net | | | [removed: 5,246.8] [added: 5,242.2] | | | | | | [removed: 5,327.7] [added: 5,246.8] | | |
| Other liabilities | | | [removed: 721.2] [added: 734.8] | | | | | | [removed: 798.2] [added: 721.2] | | |
| Total Liabilities | | | [removed: 110,960.1] [added: 169,696.0] | | | | | | [removed: 102,968.2] [added: 110,960.1] | | |
| Preferred stock, $0.01 par value, 10,000 shares authorized as of December 31, [removed: 2024] [added: 2025] and [removed: 2023;] [added: 2024;] 4,584 issued and outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | — | | | | | | — | | |
| Class A common stock, $0.01 par value, 1,000,000 shares authorized as of December 31, [removed: 2024] [added: 2025] and [removed: 2023, 359,602] [added: 2024, 358,950] and [removed: 359,231] [added: 359,602] shares issued and outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | 3.6 | | | | | | 3.6 | | |
| Class B common stock, $0.01 par value, 3 shares authorized, issued and outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | — | | | | | | — | | |
| Additional paid-in capital | | | [removed: 22,403.0] [added: 22,209.5] | | | | | | [removed: 22,334.7] [added: 22,403.0] | | |
| Retained earnings | | | [removed: 4,185.8] [added: 6,433.2] | | | | | | [removed: 4,455.2] [added: 4,185.8] | | |
| Accumulated other comprehensive income (loss) | | | [removed: (105.5)] [added: 81.9] | | | | | | [removed: (55.6)] [added: (105.5)] | | |
| Total CME Group shareholders’ equity | | | [removed: 26,486.9] [added: 28,728.2] | | | | | | [removed: 26,737.9] [added: 26,486.9] | | |
| Total Liabilities and Equity | | | $ | [removed: 137,447.0] [added: 198,424.2] | | | | | $ | [removed: 129,706.1] [added: 137,447.0] | |
| | | | [removed: 2024] | | | | | | [removed: 2023] [added: 2025] | | | | | | [removed: 2022] [added: 2024] | | | [added: | | | 2023 | | |]
| Clearing and transaction fees | | | $ | [removed: 4,988.2] [added: 5,281.1] | | | | | $ | [removed: 4,588.5] [added: 4,988.2] | | | | | $ | [removed: 4,142.7] [added: 4,588.5] | |
| Market data and information services | | | [removed: 710.2] [added: 803.1] | | | | | | [removed: 663.7] [added: 710.2] | | | | | | [removed: 610.9] [added: 663.7] | | |
| Other | | | [removed: 431.7] [added: 436.4] | | | | | | [removed: 326.7] [added: 431.7] | | | | | | [removed: 265.8] [added: 326.7] | | |
| Total Revenues | | | [removed: 6,130.1] [added: 6,520.6] | | | | | | [removed: 5,578.9] [added: 6,130.1] | | | | | | [removed: 5,019.4] [added: 5,578.9] | | |
| Compensation and benefits | | | [removed: 850.3] [added: 907.0] | | | | | | [removed: 828.6] [added: 850.3] | | | | | | [removed: 753.1] [added: 828.6] | | |
| Technology | | | [removed: 255.8] [added: 283.2] | | | | | | [removed: 218.7] [added: 255.8] | | | | | | [removed: 188.6] [added: 218.7] | | |
| Professional fees and outside services | | | [removed: 132.7] [added: 150.5] | | | | | | [removed: 144.4] [added: 132.7] | | | | | | [removed: 137.4] [added: 144.4] | | |
| Amortization of purchased intangibles | | | [removed: 221.7] [added: 223.4] | | | | | | [removed: 226.6] [added: 221.7] | | | | | | [removed: 227.7] [added: 226.6] | | |
| Depreciation and amortization | | | [removed: 115.1] [added: 107.5] | | | | | | [removed: 126.0] [added: 115.1] | | | | | | [removed: 134.9] [added: 126.0] | | |
| Licensing and other fee agreements | | | [removed: 355.4] [added: 371.0] | | | | | | [removed: 322.8] [added: 355.4] | | | | | | [removed: 320.0] [added: 322.8] | | |
| Other | | | [removed: 267.6] [added: 248.5] | | | | | | [removed: 276.1] [added: 267.6] | | | | | | [removed: 241.8] [added: 276.1] | | |
| | | | 2025 | | | | | | 2024 | | |
| Performance bonds and guaranty fund contributions | | | 159,656.1 | | | | | | 98,895.4 | | |
| Balance at December 31, 2024 | | | 4,584 | | | 359,602 | | | 3 | | | $ | 22,406.6 | | $ | 4,185.8 | | $ | (105.5) | | $ | 26,486.9 | |
| Net income | | | | | | | | | | | | | | | 4,072.2 | | | | | | 4,072.2 | | |
| Repurchase of Class A common stock | | | | | | (963) | | | | | | (266.1) | | | | | | | | | (266.1) | | |
| Balance at December 31, 2025 | | | 4,584 | | | 358,950 | | | 3 | | | $ | 22,213.1 | | $ | 6,433.2 | | $ | 81.9 | | $ | 28,728.2 | |
| Amortization of purchased intangibles | | | 223.4 | | | | | | 221.7 | | | | | | 226.6 | | |
| Depreciation and amortization | | | 107.5 | | | | | | 115.1 | | | | | | 126.0 | | |
| Repurchase of Class A common stock, including costs | | | (266.1) | | | | | | — | | | | | | — | | |
| Income taxes paid, net of refunds | | | $ | 1,164.0 | | | | | $ | 1,196.5 | | | | | $ | 1,071.7 | |
Should a clearing firm
Newly Adopted Accounting Policies. In December 2023, the FASB issued an accounting standards update that requires public business entities to disclose in their tax 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 Company adopted this standard on January 1, 2025, on a retrospective basis.
Accordingly, prior periods have been adjusted to conform to the current period presentation.
The adoption of this guidance resulted in expanded disclosures in our income tax footnote but did not impact our recognized income tax expense or cash taxes paid.
See Note 9 – Income Taxes for further information.
Recently Issued Accounting Pronouncements Not Yet Adopted. In July 2025, the FASB issued an accounting standards update which provides a practical expedient when estimating the amount of expected credit losses on current accounts receivable and current contract assets.
This update permits entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.
Therefore, entities will not need to develop reasonable and supportable forecasts of future economic conditions.
The practical expedient must be applied consistently across all current accounts receivable and current contract assets.
This guidance is effective beginning in 2026, on an interim and annual basis, and must be adopted prospectively.
Upon adoption, entities are required to disclose whether they have applied the practical expedient.
In September 2025, the FASB issued an accounting standards update that clarifies and modernizes the accounting for costs related to internal-use software.
The guidance removes all references to project stages and clarifies the threshold entities apply to begin capitalizing costs.
With the removal of all references to project stages, the new guidance requires entities to begin capitalizing software costs when both of the following occur: (a) management, with the relevant authority, implicitly or explicitly authorizes and commits to funding a computer software project and (b) it is probable that the project will be completed and the software will be used to perform the function intended.
The guidance specifies that the property, plant, and equipment disclosure requirements apply to capitalized software costs, regardless of how those costs are presented in the financial statements.
Entities may apply the guidance using a prospective, retrospective, or modified transition approach.
Early adoption is permitted.
Adoption of this guidance is not expected to have a material impact on our consolidated financial statements.
| Total revenues | | | | | | $ | 6,520.6 | | | | | $ | 6,130.1 | | | | | $ | 5,578.9 | |
firms whose positions have gained value.
potential losses after first utilizing $100.0 million of corporate contributions designated by CME to be used in the event of a default of a clearing firm for the base guaranty fund.
| | | | | | | 2025 | | | | | | | | | | | | 2024 | | | | | | | | |
| Total | | | | | | $ | 159,656.1 | | | | | $ | 195,681.8 | | | | | $ | 98,895.4 | | | | | $ | 199,898.9 | |
respectively.
| (in millions) | | | | | | 2025 | | | | | | 2024 | | |
| | | | | | | 2025 | | | | | | | | | | | | | | | | | | 2024 | | | | | | | | | | | | | | | | | |
| 2027 | | | 221.6 | | |
| 2028 | | | 214.9 | | |
| 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 | | | | | | | | |
| Balance at December 31, 2022 | | | 4,584 | | | 358,929 | | | 3 | | | $ | 22,265.2 | | $ | 4,746.8 | | $ | (133.3) | | $ | 26,878.7 | |
| Investment in S&P Dow Jones Indices LLC | | | — | | | | | | — | | | | | | (410.0) | | |
| Long-term restricted cash (within other assets) | | | — | | | | | | — | | | | | | 0.1 | | |
| Income taxes paid | | | $ | 1,197.6 | | | | | $ | 1,109.4 | | | | | $ | 973.4 | |
Derivatives are recorded at fair value on the consolidated balance sheets.
that the customer portion of that firm's trading activity would likely transfer to another clearing firm.
Recent Accounting Pronouncements. The following accounting pronouncements were issued during 2024:
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.
Entities may apply the guidance prospectively or retrospectively.
as the customers receive and consume the benefit of the market data services.
| | | | | | | | | | | | | | | | | | | | | |
In the U.S., clearing firm funds are held
| Total | | | | | | $ | 98,895.4 | | | | | $ | 199,898.9 | | | | | $ | 90,192.5 | | | | | $ | 189,092.5 | |
| 2025 | | | $ | 221.5 | |
| 2027 | | | 220.2 | | |
| 2028 | | | 213.8 | | |
| 2029 | | | 213.8 | | |
| Thereafter | | | 1,280.8 | | |
OSTTRA. The company owns a 50% equity interest in OSTTRA, which is a joint venture withe IHS Markit.
OSTTRA performs trade processing and risk mitigation services.
S&P Dow Jones Indices LLC. In June 2022, the company invested $410.0 million in S&P Dow Jones Indices LLC, which S&P Dow Jones Indices LLC used as part of the consideration for its acquisition of the IHS Markit index business.
The carrying amount of the company's investment in S&P Dow Jones Indices LLC was $1.3 billion at December 31, 2024.
(2)The company maintained a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable on the notes effectively became fixed at a rate of 4.73%.
| 2025 | | | $ | 750.0 | |
| State taxes, net of federal benefit | | | | | | 4.1 | | | | | | 3.3 | | | | | | 3.9 | | |
| Other, net | | | | | | (1.0) | | | | | | (0.5) | | | | | | (0.5) | | |
| Property | | | | | | — | | | | | | (1.3) | | |
The company does not believe it is reasonably possible that within the next twelve months, unrecognized tax benefits will change by a significant amount.
On April 15, 2024, the company filed a court case with the U.S. court of Federal Claims
related to the Section 199 deduction.
All United Kingdom income tax matters have been concluded through 2017, and substantially all state income tax matters have been concluded through 2019.
At December 31, 2023, the fair value of pension plan assets had a shortfall of the projected benefit obligation by $0.7 million and the shortfall was recorded as a non-current pension liability in other liabilities.
| Unrecognized net loss | | | | | | (0.4) | | |
| 2025 | | | | | | $ | 34.9 | |
| 2026 | | | | | | 35.7 | | |
| 2027 | | | | | | 36.4 | | |
| 2028 | | | | | | 37.4 | | |
An excerpt. Shown here: 40 of 406 rewritten, 40 of 163 added and 40 of 77 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2025 filing and the FY2024 filing.
Item 9A. CONTROLS AND PROCEDURES
13 rewritten, 2 added, 1 removed, 50 unchanged
There were no changes in the company’s internal control over financial reporting which occurred during the fourth quarter of [removed: 2024,] [added: 2025,] 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: 2024.][added: 2025.]
Based on this assessment, management believes that, as of December 31, [removed: 2024,] [added: 2025,] our internal control over financial reporting is effective.
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by Ernst & Young LLP (PCAOB ID 42), an independent registered public accounting firm, as stated in the report on page [removed: 87.][added: 88.]
We have audited the accompanying consolidated balance sheets of CME Group Inc. and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item [removed: 15(a)] [added: 15(a)(2)] (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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 27, 2025] [added: 26, 2026] expressed an unqualified opinion thereon.
The critical audit matter communicated below is a matter arising from the current period audit of the [removed: consolidated] financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the [removed: consolidated] financial statements and (2) involved our especially challenging, [removed: subjective,] [added: subjective] or complex judgments.
| *Description of the Matter* | | | As discussed in Note 9 to the consolidated financial statements, the Company had unrecognized income tax benefits of [removed: $251.6] [added: $294.8] million related to uncertain tax positions as of December 31, [removed: 2024.] [added: 2025.] Uncertainty in a tax position may arise due to the application of complex tax [removed: regulations. The] [added: regulations, among other considerations. In its accounting for uncertain tax positions the] Company [removed: uses] [added: used] 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 [removed: 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 [removed: regulations.] [added: regulations, as well as in measuring the amount of the tax benefit that qualifies for recognition.] | | |
| *How We Addressed the Matter in Our Audit* | | | We tested the Company’s controls that address the risk of material misstatement relating to the recognition and measurement of uncertain tax positions. For example, we tested controls over the Company’s assessment of the technical merits of tax positions and management’s process to measure the benefit of those tax positions that qualified for recognition, including management’s review of the inputs used in the calculations. We [added: also] involved our tax professionals to evaluate the [removed: technical merits of the] Company's [added: uncertain] tax positions. Our audit procedures included, among others, evaluating the assumptions the Company used to develop [added: and measure] its uncertain tax positions [removed: and related unrecognized income tax benefit amount by jurisdiction. We also tested] [added: that qualified for recognition, as well as testing] the completeness and accuracy of the underlying data used by [added: management. We also assessed] the [removed: Company to calculate its] [added: technical merits and measurement of the Company’s] uncertain tax [removed: positions, inspected correspondence] [added: positions by evaluating evolving interpretations of the tax regulations, together] with [added: the Company’s] relevant [added: correspondence with] tax [removed: authorities, and evaluated third-party advice obtained] [added: authorities] and [added: third-parties, which were] used by the Company [removed: in assessing the technical merits of] [added: to recognize and measure] its [added: uncertain] tax positions. | | |
We have audited CME Group Inc. and subsidiaries’ internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related notes and financial statement schedule listed in the Index at Item [removed: 15(a)] [added: 15(a)(2)] and our report dated February [removed: 27, 2025] [added: 26, 2026] expressed an unqualified opinion thereon.
February 26, 2026
February 26, 2026
February 27, 2025
Item 9B. OTHER INFORMATION
1 rewritten, 11 added, 0 removed, 0 unchanged
During the quarter ended December 31, [removed: 2024,] [added: 2025,] 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.
Director and Officer Trading Plans and Arrangements
Interactive Data File Submission
The company is furnishing the information below solely for the purpose of including the required Inline XBRL tagging of the following disclosures: (1) “Item 1C.
Cybersecurity” on pgs.
27-28 of the company’s annual report on Form 10-K for the fiscal year ended December 31, 2024 (2024 Form 10-K), filed with the SEC on February 27, 2025; (2) “Pay versus performance disclosure” on pgs.
87-91 and “Equity grant practices” on pgs.
68-69 of the company’s proxy statement on Schedule 14A, filed with the SEC on March 20, 2025 (2025 Proxy Statement); and (3) “Item 5.
Other Information” on pgs.
31, 33 and 33 of the company’s quarterly reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, respectively (2025 Forms 10-Q).
Other than the inclusion of Inline XBRL tagging, the disclosures below do not modify any information set forth in the 2024 Form 10-K, the 2025 Proxy Statement or the 2025 Forms 10-Q.
2024 Form 10-K
Item 1C. CYBERSECURITY
1 rewritten, 130 added, 0 removed, 41 unchanged
See "Item 1A - Risk Factors" beginning on page [removed: [16](#ib0d8ff65783a4c6eaf07a8e4b0045ba5_31)] [added: [16](#i93ed40d324b64de799da10954483467e_31)] for additional information on cyber attacks and other cybersecurity risks the company faces.
2025 Proxy Statement
We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our 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.
A copy of our insider trading policy is filed with our most recent Annual Report on Form 10-K as Exhibit 19.1.
PAY VERSUS PERFORMANCE
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Year | | | Summary Compensation Table Total for Terrence A. Duffy1 ($) | | | Compensation Actually Paid to Terrence A. Duffy1,2,3 ($) | | | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | | | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | | | Value of Initial Fixed $100 Investment based on:4 | | | | | | Net Income ($ Millions) | | | Cash Earnings5 ($ Millions) | | | | | |
| TSR ($) | | | Peer Group TSR ($) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2024 | | | $ | 23,945,589 | | $ | 26,813,826 | | $ | 3,425,778 | | $ | 3,983,777 | | $ | 141.71 | | $ | 172.05 | | $ | 3,526 | | $ | 3,865 | | | | |
| 2023 | | | 23,468,000 | | | 34,175,281 | | | 3,803,969 | | | 4,637,219 | | | 122.76 | | | 148.62 | | | 3,226 | | | 3,573 | | | | | |
| 2022 | | | 22,943,077 | | | 12,471,976 | | | 3,408,739 | | | 1,212,892 | | | 93.50 | | | 122.06 | | | 2,691 | | | 3,088 | | | | | |
| 2021 | | | 22,924,737 | | | 26,891,265 | | | 3,321,407 | | | 4,505,841 | | | 121.26 | | | 140.56 | | | 2,637 | | | 2,583 | | | | | |
| 2020 | | | 16,118,467 | | | 12,115,067 | | | 3,046,801 | | | 1,882,475 | | | 93.66 | | | 117.40 | | | 2,106 | | | 2,572 | | | | | |
1Terrence A.
Duffy was our PEO for each year presented.
The individuals comprising the Non-PEO named executive officers for each year presented are listed below.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | |
| 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | |
| | | | | | | | | | | | | | | |
| John W. Pietrowicz | | | John W. Pietrowicz | | | John W. Pietrowicz | | | Lynne C. Fitzpatrick | | | Lynne C. Fitzpatrick | | |
| Kevin D. Kometer | | | Kevin D. Kometer | | | Julie Holzrichter | | | Julie Holzrichter | | | Derek L. Sammann | | |
| Julie Holzrichter | | | Julie Holzrichter | | | Sean P. Tully | | | Derek L. Sammann | | | Julie M. Winkler | | |
| Sunil K. Cutinho | | | Sunil K. Cutinho | | | Sunil K. Cutinho | | | Sunil K. Cutinho | | | Sunil K. Cutinho | | |
| | | | | | | | | | John W. Pietrowicz | | | | | |
2The amounts shown for "Compensation Actually Paid" have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the company's NEOs.
These amounts reflect the "Total" from the Summary Compensation Table with certain adjustments as described in footnote 3 below.
3"Compensation Actually Paid" reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below.
Equity values are calculated in accordance with Financial Accounting Standards Board ASC Topic 718.
Amounts in the "Exclusion of Stock Awards" column are the amounts from the "Stock Awards" column set forth in the Summary Compensation Table.
Amounts in the "Exclusion of Change in Pension Value" column reflect the amounts attributable to the "Change in Pension Value" reported in the Summary Compensation Table.
Amounts in the "Inclusion of Pension Service Cost" are based on the service cost for services rendered during the listed year.
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Year | | | Summary Compensation Table Total for Terrence A. Duffy ($) | | | Exclusion of Change in Pension Value for Terrence A. Duffy ($) | | | Exclusion of Stock Awards for Terrence A. Duffy ($) | | | Inclusion of Pension Service Cost for Terrence A. Duffy ($) | | | Inclusion of Equity Values for Terrence A. Duffy ($) | | | Compensation Actually Paid to Terrence A. Duffy ($) | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
An excerpt. Shown here: all 1 rewritten, 40 of 130 added and all 0 removed. The counts are complete. For every sentence, read Item 1C. CYBERSECURITY in the FY2025 filing and the FY2024 filing.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 2 added, 1 removed, 8 unchanged
[removed: Certain of the information called for by this item is hereby incorporated herein by reference] to [removed: the relevant portions of CME Group’s definitive proxy statement for the Annual Meeting of Shareholders to] be held on May [removed: 8, 2025,] [added: 14, 2026,] to be filed by CME Group with the SEC pursuant to Regulation 14A within 120 days after December 31, [removed: 2024 (Proxy] [added: 2025 (2026 Proxy] Statement).
Information required by this Item 10 is included under the caption "Information about our Executive Officers" contained in Item 1, Business of this report and under the headings *Election of Equity Directors—Equity Directors up for Election at the 2026 Annual Meeting; Election of Class B-1, Class-2 and Class B-3 Directors; Other Business—Delinquent Section 16(a) Reports; Corporate Governance—Board Committees; Audit—Audit Committee Financial Experts;* and *Corporate Governance—Corporate Governance and Compliance Materials* in our definitive proxy statement for the Annual Meeting of Shareholders
This information is incorporated by reference into this Annual Report on Form 10-K.
Additional information called for by this item is contained in Item 1 of this Annual Report on Form 10-K under the caption "Information about our Executive Officers."
Item 11. EXECUTIVE COMPENSATION
0 rewritten, 2 added, 1 removed, 0 unchanged
Information required by this Item 11 is included under the headings *Compensation—Compensation Discussion and Analysis; Compensation—Executive Compensation; Compensation—Chief Executive Officer Pay Ratio; Compensation—Director Compensation; Compensation—Compensation Committee Matters;* and *Compensation—Compensation Committee Report* in our 2026 Proxy Statement.
This information is incorporated by reference into this Annual Report on Form 10-K.
Certain of the information called for by this item is hereby incorporated herein by reference to the relevant portions of the Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
2 rewritten, 3 added, 2 removed, 8 unchanged
The numbers in the following table are as of December 31, [removed: 2024.][added: 2025.]
| Equity compensation plans approved by security holders | | | — | | | $ | — | | [removed: 14,815,109] [added: 13,030,044] | | |
| Total | | | — | | | | | | 13,030,044 | | |
Information required by this Item 12 related to the security ownership is included under the heading *Ownership of CME Group Common Stock* in our 2026 Proxy Statement.
This information is incorporated by reference into this Annual Report on Form 10-K.
Certain of the information called for by this item relating to the security ownership of certain beneficial owners and management is hereby incorporated herein by reference to the relevant portions of the Proxy Statement.
| Total | | | — | | | | | | 14,815,109 | | |
Item 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
0 rewritten, 2 added, 1 removed, 0 unchanged
Information required by this Item 13 is included under the heading *Other Business—Certain Business Relationships with Related Persons* and *Corporate Governance—Director Independence* of our 2026 Proxy Statement.
This information is incorporated by reference into this Annual Report on Form 10-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 8, 2025.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
0 rewritten, 2 added, 1 removed, 1 unchanged
Information required by this Item 14 is included under the headings *Audit—The Audit Committee has Pre-Approval Processes for Non-Audit Services* and *Audit—Principal Accountant Fees and Services* in our 2026 Proxy Statement.
This information is incorporated by reference into this Annual Report on Form 10-K.
The information required by this Item will appear in the Proxy Statement and is incorporated herein by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
37 rewritten, 1 added, 8 removed, 92 unchanged
Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]
Consolidated Statements of Income for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
Consolidated Statements of Equity for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
For the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]
| Year Ended December 31, [removed: 2022] [added: 2025] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for deferred tax assets | | | [removed: 0.6] [added: —] | | | | | | | | | | | | — | | | | | | [removed: (0.2)] [added: —] | | | | | | [removed: 0.4] [added: —] | | |
| [removed: 4.1] [added: 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 [removed: 4.1 to] [added: 4.1](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm) [to] CME [removed: Group] [added: G](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm)[roup] Inc.'s Form [removed: 10-K,] [added: 10-K](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm)[,] filed with the SEC on [removed: February] [added: F](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm)[ebruary] 26, [removed: 2015).](https://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)[).](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex41.htm)] | | | | | |
| [removed: 4.2] [added: 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 [removed: 4.3 to] [added: 4.](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)[3](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm) [](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)[to] CME Group Inc.'s [removed: 10-K,] [added: Form 10-K](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)[,] filed with [removed: the] [added: t](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)[he] SEC [removed: on February] [added: on](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm) [February] 26, [removed: 2015).](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)] [added: 201](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)[5](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)[).](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex43.htm)] | | | | | |
| [removed: 4.3] [added: 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 [removed: 4.4] [added: 4.](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm)[4] to [removed: CME Group Inc.'s] [added: CME](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm) [Group Inc.](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm)['s] Form [removed: 10-K,] [added: 10-K](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm)[,] filed with the SEC on February 26, [removed: 2015).](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm)] [added: 201](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm)[5](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm)[).](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.htm)] | | | | | |
| [removed: 4.4] [added: 4.1] | | | | | | [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, 2008).](https://www.sec.gov/Archives/edgar/data/1156375/000119312508176550/dex41.htm) | | | | | |
| [removed: 4.5] [added: 4.2] | | | | | | [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, 2013).](https://www.sec.gov/Archives/edgar/data/1156375/000119312513360978/d594525dex42.htm) | | | | | |
| 4.6 | | | | | | [removed: [Seventh] [added: [Eleventh] Supplemental Indenture (including the form of [removed: 3.000% note] [added: 4.400% Notes] due [removed: 2025),] [added: 2030),] dated as of March [removed: 9, 2015,] [added: 10, 2025,] between CME Group Inc. and U.S. Bank [added: Trust Company,] National [removed: Association (incorporated] [added: Association](https://www.sec.gov/Archives/edgar/data/1156375/000119312525050881/d921384dex42.htm) [(incorporated] by reference to Exhibit 4.2 to CME Group [removed: Inc.'s Current] [added: Inc's](https://www.sec.gov/Archives/edgar/data/1156375/000119312525050881/d921384dex42.htm) [Current] Report on Form [removed: 8-K,] [added: 8-K] filed with the SEC on March [removed: 9, 2015).](https://www.sec.gov/Archives/edgar/data/1156375/000119312515082491/d887316dex42.htm)] [added: 10, 202](https://www.sec.gov/Archives/edgar/data/1156375/000119312525050881/d921384dex42.htm)[5)](https://www.sec.gov/Archives/edgar/data/1156375/000119312525050881/d921384dex42.htm)[.](https://www.sec.gov/Archives/edgar/data/1156375/000119312525050881/d921384dex42.htm)] | | | | | |
| [removed: 4.7] [added: 4.3] | | | | | | [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, 2018).](https://www.sec.gov/Archives/edgar/data/1156375/000119312518199544/d771010dex42.htm) | | | | | |
| [removed: 4.8] [added: 4.4] | | | | | | [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, 2018).](https://www.sec.gov/Archives/edgar/data/1156375/000119312518199544/d771010dex43.htm) | | | | | |
| [removed: 4.9] [added: 4.5] | | | | | | [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, 2022).](https://www.sec.gov/Archives/edgar/data/1156375/000119312522069252/d301292dex42.htm) | | | | | |
| [removed: 4.10] [added: 4.7] | | | | | | [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, 2022).](https://www.sec.gov/Archives/edgar/data/1156375/000115637522000076/cme-2021123110kex411.htm) | | | | | |
| 10.5(1) | | | | | | [Third Amendment to Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan, as of December 6, [removed: 2023 (filed herewith). Second] [added: 2023](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit105cmegroup_amendme.htm)[;](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit105cmegroup_amendme.htm) [Second] Amendment to Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan, as of June 1, [removed: 2023 (filed herewith). First] [added: 2023](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit105cmegroup_amendme.htm)[; and](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit105cmegroup_amendme.htm) [First] Amendment to Chicago Mercantile Exchange Inc. Senior Management Supplemental Deferred Savings Plan, as of January 1, [removed: 2020 (filed herewith). Chicago] [added: 2020](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit105cmegroup_amendme.htm) [(incorporated by reference to Exhibit 10.5 to CME G](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit105cmegroup_amendme.htm)[roup's Form 10-K](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit105cmegroup_amendme.htm)[, filed with the SEC on Feb](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit105cmegroup_amendme.htm)[ruary 27, 2025)](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit105cmegroup_amendme.htm)[.](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit105cmegroup_amendme.htm) [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, [removed: 2017).](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit105cmegroup_amendme.htm)] [added: 2017).](https://www.sec.gov/Archives/edgar/data/1156375/000115637517000080/cme-201763010qex101.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, [removed: 2001); Amendment] [added: 2001)](https://www.sec.gov/Archives/edgar/data/1105018/000095012301002844/y46628ex10-11.txt)[.](https://www.sec.gov/Archives/edgar/data/1105018/000095012301002844/y46628ex10-11.txt) [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).](https://www.sec.gov/Archives/edgar/data/1105018/000095012301002844/y46628e10-k.txt)] [added: 2015).](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000108/cme-201593010qex101.htm)] | | | | | |
| 10.11 | | | | | | [Amendment No. [removed: 5] [added: 10] to Credit Agreement, dated as of April [removed: 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,] [added: 23, 2025,] 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 [removed: Agent, is attached as Annex A to Amendment No. 5 (incorporated] [added: Agent](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm) [(](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm)[i](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm)[ncorporated] by [removed: reference] [added: r](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm)[eference] to Exhibit [removed: 10.1] [added: 10.2] to CME [removed: Group Inc.'s Current Report on] [added: G](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm)[roup](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm) [Inc.](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm)['s] Form [removed: 8-K,] [added: 8-K](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm)[,] filed with [removed: the] [added: t](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm)[he] SEC on April [removed: 29, 2021).](https://www.sec.gov/Archives/edgar/data/1156375/000119312521139919/d185277dex101.htm)] [added: 25, 2025](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm) [(](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm)[includes full text of the Chi](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm)[cago](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm) [Mercantile Exchange Inc. 364-day Credit Facility)](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm)[.](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit102cmeamendedclea.htm)] | | | | | |
| [removed: 10.12] [added: 10.14] | | | | | | [removed: [Amendment No. 6 to Credit] [added: [Credit] Agreement, dated as of April [removed: 27, 2022,] [added: 23, 2025,] among [removed: Chicago Mercantile Exchange] [added: CME Group] Inc., [removed: Bank of America, N.A., in its capacity as administrative agent, Citibank, N.A., in its capacity as collateral agent and collateral monitoring agent,] [added: certain lenders, agents, arrangers, bookrunners,] and [removed: 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., [removed: in its capacity] as [removed: 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] [added: Administrative Agent] (incorporated by reference to Exhibit 10.1 to CME Group [removed: Inc.’s Current Report on] [added: Inc.'s] Form 8-K, filed with the SEC on April [removed: 28, 2022).](https://www.sec.gov/Archives/edgar/data/1156375/000119312522127526/d329281dex101.htm)] [added: 25, 2025).](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000098/exhibit101cmegroupamende.htm)] | | | | | |
| [removed: 10.15(1)] [added: 10.12(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, 2021).](https://www.sec.gov/Archives/edgar/data/1156375/000115637521000167/equitygrantletterrestricte.htm) | | | | | |
| [removed: 10.16(1)] [added: 10.13(1)] | | | | | | [Form of Equity Grant Letter for Annual Grant of Performance Shares (incorporated by reference to Exhibit [removed: 10.1(1) to] [added: 10.1](https://www.sec.gov/Archives/edgar/data/1156375/000115637523000190/mtpsagrantlettertemplate20.htm) [to] CME Group Inc.’s Form 10-Q, filed with the SEC on November 1, 2023)](https://www.sec.gov/Archives/edgar/data/1156375/000115637523000190/mtpsagrantlettertemplate20.htm) | | | | | |
| [removed: 10.17] [added: 10.18(1)] | | | | | | [removed: [Credit] [added: [Amended and Restated] Agreement, [removed: dated] [added: effective] as of November [removed: 12, 2021, among] [added: 6, 2024, between] CME Group [removed: Inc., certain lenders, agents, arrangers, bookrunners,] [added: Inc.] and [removed: Bank of America, N.A., as Administrative Agent] [added: Terrence A. Duffy] (incorporated by reference to Exhibit 10.1 to CME Group [removed: Inc.'s Current Report on] [added: Inc.’s] Form 8-K, filed with the SEC on November [removed: 16, 2021).](https://www.sec.gov/Archives/edgar/data/1156375/000119312521330866/d260121dex101.htm)] [added: 7, 2024).](https://www.sec.gov/Archives/edgar/data/1156375/000119312524252912/d859792dex101.htm)] | | | | | |
| [removed: 10.18(2)] [added: 10.15(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, 2022).](https://www.sec.gov/Archives/edgar/data/1156375/000115637522000215/a20120629splicenseagreemen.htm) | | | | | |
| [removed: 10.19(1)] [added: 10.16(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, 2023).](https://www.sec.gov/Archives/edgar/data/1156375/000119312523067672/d472500dex101.htm) | | | | | |
| [removed: 10.20(1)] [added: 10.17(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).](https://www.sec.gov/Archives/edgar/data/1156375/000119312523275501/d412098dex102.htm) | | | | | |
| [removed: 10.22(1)] [added: 97.1] | | | | | | [removed: [Amended and Restated Agreement,] [added: [CME Group Inc. Compensation Recoupment Policy for Executive Officers] effective as of [removed: November 6, 2024, between CME Group Inc. and Terrence A. Duffy (incorporated] [added: October 2, 2023](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit971compensationreco.htm) [(incorporate] by reference [removed: to Exhibit 10.1 to CME] [added: to](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit971compensationreco.htm) [Exhibit 97.](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit971compensationreco.htm)[1 to](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit971compensationreco.htm) [CME] Group [removed: Inc.’s] [added: Inc.'s] Form [removed: 8-K,] [added: 10-K](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit971compensationreco.htm)[,] filed with [removed: the SEC] [added: the](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit971compensationreco.htm) [SEC] on [removed: November 7, 2024).](https://www.sec.gov/Archives/edgar/data/1156375/000119312524252912/d859792dex101.htm)] [added: February 28, 2024)](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit971compensationreco.htm)[.](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit971compensationreco.htm)] | | | | | |
| [removed: 19.1(2)*] [added: 19.1*] | | | | | | [CME Group Inc. Personal Trading [removed: Policy.](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000021/cme-2024123110kex191.htm)] [added: Policy.](https://www.sec.gov/Archives/edgar/data/1156375/000115637526000009/cme-2025123110kex191.htm)] | | | | | |
| 21.1* | | | | | | [List of Subsidiaries of CME Group [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000021/cme-2024123110kex211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1156375/000115637526000009/cme-2025123110kex211.htm)] | | | | | |
| 23.1* | | | | | | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000021/cme-2024123110kex231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1156375/000115637526000009/cme-2025123110kex231.htm)] | | | | | |
| 31.1* | | | | | | [Section 302—Certification of Terrence A. [removed: Duffy.](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000021/cme-2024123110kex311.htm)] [added: Duffy.](https://www.sec.gov/Archives/edgar/data/1156375/000115637526000009/cme-2025123110kex311.htm)] | | | | | |
| 31.2* | | | | | | [Section 302—Certification of Lynne [removed: Fitzpatrick.](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000021/cme-2024123110kex312.htm)] [added: Fitzpatrick.](https://www.sec.gov/Archives/edgar/data/1156375/000115637526000009/cme-2025123110kex312.htm)] | | | | | |
| 32.1* | | | | | | [Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1156375/000115637525000021/cme-2024123110kex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1156375/000115637526000009/cme-2025123110kex321.htm)] | | | | | |
| 101 | | | | | | The following materials from CME Group Inc.’s Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text. | | | | | |
| 104 | | | | | | The cover page from CME Group Inc.'s Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in Inline XBRL. | | | | | |
| Allowance for doubtful accounts | | | $ | 9.0 | | | | | | | | | | | $ | 1.9 | | | | | $ | (0.9) | | | | | $ | 10.0 | |
| Allowance for doubtful accounts | | | $ | 5.6 | | | | | | | | | | | $ | 3.9 | | | | | $ | (1.4) | | | | | $ | 8.1 | |
| | | | | | | | | | | | |
| 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 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 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 above).](https://www.sec.gov/Archives/edgar/data/1156375/000115637515000014/cme-2014123110kex44.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, 2023).](https://www.sec.gov/Archives/edgar/data/1156375/000119312523123953/d500246dex101.htm) | | | | | |
| 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) | | | | | |
| 97.1 | | | | | | [CME Group Inc. Compensation Recoupment Policy for Executive Officers effective as of October 2, 2023.](https://www.sec.gov/Archives/edgar/data/1156375/000115637524000010/exhibit971compensationreco.htm) | | | | | |
Item 16. FORM 10-K SUMMARY
4 rewritten, 0 added, 7 removed, 75 unchanged
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: 27th] [added: 26th] day of February, [removed: 2025.][added: 2026.]
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: 27th] [added: 26th] day of February, [removed: 2025.][added: 2026.]
| /S/ CHARLES P. CAREY | | | | | | [added: Lead] Director | | |
| /S/ DENNIS A. SUSKIND | | | | | | [removed: Lead] Director | | |
| | | | | | | | | |
| /S/ LARRY G. GERDES | | | | | | Director | | |
| Larry G. Gerdes | | | | | | | | |
| /S/ DANIEL R. GLICKMAN | | | | | | Director | | |
| Daniel R. Glickman | | | | | | | | |
| /S/ TERRY L. SAVAGE | | | | | | Director | | |
| Terry L. Savage | | | | | | | | |