Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is provided as a supplement to, and should be read in conjunction with, the accompanying unaudited consolidated financial statements and notes in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.

References in this discussion and analysis to “we” and “our” are to CME Group Inc. (CME Group) and its consolidated subsidiaries, collectively. References to “exchange” are to Chicago Mercantile Exchange Inc. (CME), the Board of Trade of the City of Chicago, Inc. (CBOT), New York Mercantile Exchange, Inc. (NYMEX), and Commodity Exchange, Inc. (COMEX), collectively, unless otherwise noted.

RESULTS OF OPERATIONS

Financial Highlights

The following summarizes significant changes in our financial performance for the periods presented.

						Quarter Ended June 30,																		Six Months Ended June 30,
(dollars in millions, except per share data)						2025						2024						Change						2025						2024						Change
Total revenues						$	1,692.0					$	1,532.5					10		%				$	3,334.3					$	3,020.4					10		%
Total expenses						562.7						531.9						6						1,097.0						1,060.2						3
Operating margin						66.7		%				65.3		%										67.1		%				64.9		%
Non-operating income (expense)						$	201.0					$	153.9					31						$	337.8					$	307.7					10
Effective tax rate						22.9		%				23.5		%										23.1		%				23.3		%
Net income						$	1,025.1					$	883.2					16						$	1,981.3					$	1,738.4					14
Diluted earnings per common share						2.81						2.42						16						5.43						4.77						14
Cash flows from operating activities																								2,175.1						1,669.6						30

Revenues

						Quarter Ended June 30,																		Six Months Ended June 30,
(dollars in millions)						2025						2024						Change						2025						2024						Change
Clearing and transaction fees						$	1,388.0					$	1,249.9					11		%				$	2,725.3					$	2,458.8					11		%
Market data and information services						198.1						175.0						13						392.6						350.4						12
Other						105.9						107.6						(2)						216.4						211.2						2
Total Revenues						$	1,692.0					$	1,532.5					10						$	3,334.3					$	3,020.4					10

Clearing and Transaction Fees

Futures and Options Contracts

The following table summarizes our total contract volume, revenue and average rate per contract for futures and options. Total contract volume includes contracts that are traded on our exchange and cleared through our clearing house and certain cleared-only contracts. Volume is measured in round turns, which is considered a completed transaction that involves a purchase and an offsetting sale of a contract. Average rate per contract is determined by dividing total clearing and transaction fees by total contract volume. Contract volume and average rate per contract disclosures exclude trading volume for the cash markets business and interest rate swaps volume.

						Quarter Ended June 30,																		Six Months Ended June 30,
						2025						2024						Change						2025						2024						Change
Total contract volume (in millions)						1,873.4						1,634.3						15		%				3,689.3						3,242.3						14		%
Clearing and transaction fees (in millions)						$	1,292.8					$	1,156.2					12						$	2,538.3					$	2,274.0					12
Average rate per contract						$	0.690					$	0.708					(2)						$	0.688					$	0.701					(2)

We estimate the following net changes in clearing and transaction fees based on the changes in total contract volumes and the changes in average rate per contract for futures and options during the second quarter and first six months of 2025 when compared with the same periods in 2024.

(in millions)						Quarter Ended						Six Months Ended
Increases due to change in total contract volume						$	165.0					$	307.6
Decreases due to change in average rate per contract						(28.4)						(43.3)
Net increases in clearing and transaction fees						$	136.6					$	264.3

Average rate per contract is impacted by our rate structure, including volume-based incentives; product mix; trading venue; and the percentage of volume executed by customers who are members compared with non-member customers. Due to the relationship between average rate per contract and contract volume, the change in clearing and transaction fees attributable to changes in each is only an approximation.

Contract Volume

The following table summarizes average daily contract volume. Contract volume can be influenced by many factors, including political and economic conditions, the regulatory environment and market competition.

						Quarter Ended June 30,																		Six Months Ended June 30,
(amounts in thousands)						2025						2024						Change						2025						2024						Change
Average Daily Volume by Product Line:
Interest rates						15,472						12,895						20		%				15,252						13,359						14		%
Equity indexes						7,661						6,779						13						7,827						6,817						15
Foreign exchange						1,096						1,075						2						1,123						1,030						9
Agricultural commodities						1,964						1,877						5						1,961						1,738						13
Energy						3,082						2,447						26						2,993						2,429						23
Metals						942						868						9						838						773						8
Aggregate average daily volume						30,217						25,941						16						29,994						26,146						15
Average Daily Volume by Venue:
CME Globex						28,097						24,143						16						27,916						24,065						16
Open outcry						993						825						20						938						1,074						(13)
Privately negotiated						1,127						973						16						1,140						1,007						13
Aggregate average daily volume						30,217						25,941						16						29,994						26,146						15
Electronic Volume as a Percentage of Total Volume						93		%				93		%										93		%				92		%

Market uncertainty remained high through the first six months of 2025. Interest rate, equity and foreign exchange markets experienced significant uncertainty surrounding the economic impacts of anticipated and implemented tariffs and the effect they may have on the United States Federal Reserve’s (Federal Reserve) interest rate policy decision. The Federal Open Markets Committee had initially signaled the potential for several future rate cuts throughout 2025, but has since indicated a more cautious approach as a result of tariffs and the impact they may have on inflation. Market uncertainty also remained high within the energy, metals and agricultural commodities markets in the first six months of 2025, mainly as a result of new and existing geopolitical tensions, including the anticipation and implementation of tariffs, as well as uncertain weather conditions in 2025. We believe these factors contributed to the increases in total volumes in the second quarter and first six months of 2025 when compared with the same periods in 2024.

Interest Rate Products

The following table summarizes average daily contract volume for our key interest rate products.

						Quarter Ended June 30,																		Six Months Ended June 30,
(amounts in thousands)						2025						2024						Change						2025						2024						Change
SOFR futures and options:
Futures expiring within two years						3,357						2,317						45		%				3,145						2,487						26		%
Options						1,464						1,198						22						1,403						1,594						(12)
Futures expiring beyond two years						1,226						865						42						1,189						895						33
U.S. Treasury futures and options:
10-Year						3,392						3,313						2						3,580						3,228						11
5-Year						2,287						1,998						14						2,241						1,975						13
2-Year						1,180						1,021						16						1,161						994						17
Treasury Bond						839						730						15						821						701						17
Ultra T-Note						773						677						14						795						670						19
Ultra T-Bond						463						432						7						450						417						8
Federal Funds futures and options						443						297						49						422						354						19

In the second quarter and first six months of 2025, overall interest rate contract volumes increased when compared with the same periods in 2024 due to increases in market volatility. We believe the higher volatility was a result of continued market uncertainty surrounding the Federal Reserve's interest rate policy decision as a result of mixed inflation data. In addition, new and existing geopolitical tensions as well as the potential economic impacts of anticipated and implemented tariffs also led to higher overall volatility. We believe these factors contributed to higher overall interest rate volumes in the second quarter and first six months of 2025 when compared with the same periods in 2024.

Equity Index and Cryptocurrency Products

The following table summarizes average daily contract volume for our key equity index and cryptocurrency products.

						Quarter Ended June 30,																		Six Months Ended June 30,
(amounts in thousands)						2025						2024						Change						2025						2024						Change
E-mini S&P 500 futures and options						4,349						4,008						9		%				4,435						4,041						10		%
E-mini Nasdaq 100 futures and options						2,415						2,062						17						2,503						2,049						22
E-mini Russell 2000 futures and options						330						282						17						315						309						2
E-mini Dow futures and options						252						248						2						256						239						7
Ether futures and options						102						33						n.m.						98						31						n.m.
Bitcoin futures and options						86						48						79						95						51						87

---

n.m. not meaningful

Equity index contract volumes increased in the second quarter and first six months of 2025 when compared with the same periods in 2024 due to higher overall equity market volatility. We believe higher market volatility was a result of new and existing geopolitical tensions as well as the potential economic impacts of anticipated and implemented tariffs.

In addition, we believe volumes for our cryptocurrency products were higher as a result of the broader acceptance of cryptocurrency products, which includes the passing of federal legislation surrounding dollar-pegged stablecoins. W

Foreign Exchange Products

The following table summarizes average daily contract volume for our key foreign exchange products.

						Quarter Ended June 30,																		Six Months Ended June 30,
(amounts in thousands)						2025						2024						Change						2025						2024						Change
Euro						281						257						9		%				291						257						13		%
Japanese Yen						213						192						11						210						188						12
British Pound						111						127						(13)						119						121						(1)
Australian dollar						119						122						(3)						116						116						—
Canadian dollar						92						115						(20)						112						103						8

In the second quarter and first six months of 2025, overall foreign exchange volumes increased when compared with the same periods in 2024 due to higher market volatility. We believe the volatility was the result of economic uncertainty surrounding the potential economic impacts of anticipated and implemented tariffs, which has led to overall increases in foreign exchange contract volumes.

Agricultural Commodity Products

The following table summarizes average daily contract volume for our key agricultural commodity products.

						Quarter Ended June 30,																		Six Months Ended June 30,
(amounts in thousands)						2025						2024						Change						2025						2024						Change
Corn						591						573						3		%				630						523						20		%
Soybean						391						375						4						387						363						7
Wheat						267						293						(9)						266						254						5

Overall commodity contract volumes increased in the second quarter and first six months of 2025 when compared with the same periods in 2024. We believe these increases were due to higher overall market volatility as a result of uncertainty surrounding the potential economic impacts of anticipated and implemented tariffs. In addition, changes in market expectations regarding grain supplies as well as uncertain weather conditions in 2025 also led to increases in volumes. We believe these factors contributed to higher overall commodity volumes in the second quarter and first six months of 2025 compared with the same periods in 2024.

Energy Products

The following table summarizes average daily contract volume for our key energy products.

						Quarter Ended June 30,																		Six Months Ended June 30,
(amounts in thousands)						2025						2024						Change						2025						2024						Change
WTI crude oil						1,517						1,162						31		%				1,372						1,124						22		%
Natural gas						871						772						13						970						809						20
Refined products						437						385						14						431						380						13

Energy contract volumes increased in the second quarter and first six months of 2025 when compared with the same periods in 2024, which we believe was due to higher overall market volatility. Crude oil volatility was higher as a result of new and existing geopolitical tensions across the globe, a shift in global supply levels as well as the potential economic impacts of anticipated and implemented tariffs. Natural gas volatility was higher as a result of uncertain weather conditions and a shift in supplies in the United States in 2025, which impacted prices throughout the year. We believe these factors contributed to higher overall energy volumes in the second quarter and first six months of 2025 compared with the same periods in 2024.

Metal Products

The following table summarizes average daily volume for our key metal products.

						Quarter Ended June 30,																		Six Months Ended June 30,
(amounts in thousands)						2025						2024						Change						2025						2024						Change
Gold						667						465						43		%				569						430						32		%
Silver						117						165						(29)						109						130						(16)
Copper						99						186						(47)						105						162						(35)

In the second quarter and first six months of 2025, overall metal contract volumes increased when compared with the same periods in 2024. We believe gold volumes increased as a result of continued economic uncertainty surrounding the Federal Reserve's monetary policy decisions, the potential economic impacts of anticipated and implemented tariffs and geopolitical tensions. The decreases in silver and copper volumes are due to reductions in demand for the metals due to economic instability as well as risk aversion by traders.

Average Rate per Contract

The average rate per contract decreased in the second quarter and first six months of 2025 when compared with the same periods in 2024. The decreases in the average rate per contract were primarily due to higher volume tier-based incentives and higher micro contract volumes as a percentage of total volumes. The overall decreases were partially offset by an increase in our fee structure, which went into effect on February 1, 2025.

Cash Markets Business

Total clearing and transaction fees revenues in the second quarter and first six months of 2025 include $74.6 million and $145.6 million, respectively, of transaction fees attributable to the cash markets business, compared with $70.4 million and $139.4 million, respectively, in the second quarter and first six months of 2024. This revenue includes BrokerTec Americas LLC's fixed income volume and EBS's foreign exchange volume.

						Quarter Ended June 30,																		Six Months Ended June 30,
(amounts in millions)						2025						2024						Change						2025						2024						Change
BrokerTec fixed income transaction fees						$	37.1					$	37.9					(2)		%				$	72.9					$	75.6					(4)		%
EBS foreign exchange transaction fees						37.5						32.5						15						72.7						63.8						14

The related average daily notional value for the second quarter and first six months of 2025 and 2024 were as follows:

						Quarter Ended June 30,																		Six Months Ended June 30,
(amounts in billions)						2025						2024						Change						2025						2024						Change
U.S. Repos						$	362.9					$	290.1					25		%				347.3						290.4						20		%
European Repo (in euros)						310.9						300.4						3						318.4						291.4						9
U.S. Treasury						114.1						94.7						20						112.9						98.4						15
Spot FX						73.7						57.4						28						72.3						54.7						32

Overall average daily notional values for the cash markets business were higher in the second quarter and first six months of 2025 when compared with the same periods in 2024 due to higher overall volatility. We believe the higher volatility was a result of market uncertainty surrounding the Federal Reserve's interest rate policy decision as well as the potential economic impacts of anticipated and implemented tariffs.

Concentration of Revenue

We bill a substantial portion of our clearing and transaction fees directly to our clearing firms. The majority of clearing and transaction fees received from clearing firms represent charges for trades executed and cleared on behalf of their customers. One individual firm represented at least approximately 10% of our clearing and transaction fees in the first six months of 2025. Should a clearing firm withdraw, we believe that the customer portion of the firm’s trading activity would likely transfer to another clearing firm of the exchange. Therefore, we do not believe we are exposed to significant risk from the ongoing loss of revenue received from or through a particular clearing firm.

Other Sources of Revenue

Market data and information services. During the second quarter and first six months of 2025, overall market data and information services revenues increased when compared with the same periods in 2024, largely due to price increases for certain products as well as higher usage of certain products.

The two largest resellers of our market data represented approximately 33% of our market data and information services revenue in the first six months of 2025. Despite this concentration, we consider exposure to significant risk of revenue loss to be minimal. In the event that one of these vendors no longer subscribes to our market data, we believe the majority of that vendor’s customers would likely subscribe to our market data through another reseller. Additionally, several of our largest institutional customers that utilize services from our two largest resellers report usage and remit payment of their fees directly to us.

Expenses

						Quarter Ended June 30,																		Six Months Ended June 30,
(dollars in millions)						2025						2024						Change						2025						2024						Change
Compensation and benefits						$	221.6					$	204.7					8		%				$	428.3					$	410.7					4		%
Technology						70.9						64.1						11						136.6						123.5						11
Professional fees and outside services						37.4						34.7						8						65.9						67.8						(3)
Amortization of purchased intangibles						56.1						55.5						1						111.3						110.7						1
Depreciation and amortization						27.3						28.7						(5)						54.6						58.8						(7)
Licensing and other fee agreements						96.2						85.9						12						192.8						173.8						11
Other						53.2						58.3						(9)						107.5						114.9						(6)
Total Expenses						$	562.7					$	531.9					6						$	1,097.0					$	1,060.2					3

Operating expenses increased by $30.8 million and $36.8 million, respectively, in the second quarter and first six months of 2025 when compared with the same periods in 2024. The following table shows the estimated impacts of key factors resulting in the changes in operating expenses:

						Quarter Ended June 30, 2025												Six Months Ended June 30,
						Amount of Change						Change as a Percentage of Total Expenses						Amount of Change						Change as a Percentage of Total Expenses
(dollars in millions)
Salaries, benefits and employer taxes						$	13.5					3		%				$	20.9					2		%
Technology support services						5.8						1						18.9						1
License fees						8.4						2						12.3						1
Currency fluctuation						3.8						1						8.0						1
Google Cloud professional fees						(3.5)						(1)						(7.3)						(1)
Rent expense						(9.5)						(2)						(14.3)						(1)
Other expenses, net						12.3						2						(1.7)						—
Total increase						$	30.8					6		%				$	36.8					3		%

Increases in operating expenses in the second quarter and first six months of 2025 when compared with the same periods in 2024 were as follows:

• Salaries, benefits and employer taxes expenses were higher as a result of salary increases that went into effect during the first quarter of 2025 as well as an increase in headcount during the quarter, which was primarily attributable to additional headcount in the company's international locations.

• The increases in technology support services expenses were primarily driven by higher software license fees and third party services to support the ongoing Google Cloud transformation project.

• License fees were higher primarily due to increases in volumes for certain equity products.

• In the second quarter and first six months of 2025, we recognized net losses of $3.6 million and $5.9 million, respectively, compared with a net gain of $0.2 million and $2.1 million, respectively, during the same periods in 2024, due to currency exchange rate fluctuations. Gains and losses from exchange rate fluctuations are recognized in the

consolidated statements of net income when subsidiaries with a U.S. dollar functional currency hold certain monetary assets and liabilities denominated in foreign currencies.

Decreases in operating expense in the second quarter and first six months when compared with the same periods in 2024 were as follows:

• The decrease in professional fees related to the Google Cloud transformation project, which began in late 2021, was driven by a shift in need from an overall project consulting focus to a technology migration focus.

• Rent expense decreased during the second quarter and first six months of 2025 primarily driven by a gain of $8.1 million recognized in the second quarter of 2025 due to a reduction in our leased office space.

Non-Operating Income (Expense)

						Quarter Ended June 30,																		Six Months Ended June 30,
(dollars in millions)						2025						2024						Change						2025						2024						Change
Investment income						$	1,518.4					$	1,044.5					45		%				$	2,411.1					$	2,115.8					14		%
Interest and other borrowing costs						(44.0)						(40.1)						10						(85.7)						(80.0)						7		%
Equity in net earnings of unconsolidated subsidiaries						99.0						86.4						15						187.2						173.6						8
Other non-operating income (expense)						(1,372.4)						(936.9)						46						(2,174.8)						(1,901.7)						14
Total Non-Operating						$	201.0					$	153.9					31						$	337.8					$	307.7					10

Investment income. Earnings from cash performance bond and guaranty fund contributions that are reinvested increased in the second quarter and first six months of 2025 when compared with the same periods in 2024 due to higher reinvestment balances, despite decreases in the average rate of return on the reinvestment balances. In the second quarter and first six months of 2025, earnings from cash performance bond and guaranty fund contributions were $1,487.6 million and $2,361.2 million, respectively, compared with $1,007.6 million and $2,044.3 million, respectively, in the second quarter and first six months of 2024. We also recognized lower net realized and unrealized gains on investments in the second quarter and first six months of 2025.

Equity in net earnings (losses) of unconsolidated subsidiaries. Higher income generated from our S&P Dow Jones Indices LLC business venture contributed to increases in equity in net earnings (losses) of unconsolidated subsidiaries in the second quarter and first six months of 2025 when compared with 2024.

Other non-operating income (expense)**. We recognized higher expenses related to the distribution of interest earned on performance bond collateral reinvestments to the clearing firms during the second quarter and first six months of 2025 when compared with the same periods in 2024. In the second quarter and first six months of 2025, expenses related to the distribution of interest earned on collateral reinvestments were $1,374.5 million and $2,179.3 million, respectively, compared with $939.4 million and $1,906.9 million, respectively, in the second quarter and first six months of 2024.

Income Tax Provision

The following table summarizes the effective tax rates for the periods presented:

						2025						2024
Quarter ended June 30						22.9		%				23.5		%
Six months ended June 30						23.1						23.3

In the second quarter of 2025 when compared with the same period in 2024, the overall effective tax rate declined slightly due to the recognition of a deferred tax asset related to the company's investment in the OSTTRA joint venture. The overall effective tax rate remained relatively consistent in the first six months of 2025 when compared with the same periods in 2024.

Liquidity and Capital Resources

Sources and Uses of Cash*.* Net cash provided by operating activities increased in the first six months of 2025 when compared with the same periods in 2024, which was largely due to an increase in trading volume. Cash used in investing activities remained relatively consistent in the first six months of 2025 when compared with the same periods in 2024. Cash provided by financing activities was higher during the first six months of 2025 when compared with the same periods in 2024 due to an increase in cash performance bonds and guaranty fund contributions.

Debt Instruments*.* The following table summarizes our debt outstanding at June 30, 2025:

(in millions)			Par Value
Fixed rate notes due June 2028, stated rate of 3.75%			$	500.0
Fixed rate notes due March 2030, stated rate of 4.40%			750.0
Fixed rate notes due March 2032, stated rate of 2.65%			750.0
Fixed rate notes due September 2043, stated rate of 5.30% (1)			750.0
Fixed rate notes due June 2048, stated rate of 4.15%			700.0

---

(1)We maintained a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable effectively became fixed at a rate of 4.73%.

We maintain a $2.3 billion multi-currency revolving senior credit facility with various financial institutions, which matures in April 2030. The proceeds from this facility can be used for general corporate purposes, which includes providing liquidity for our clearing house in certain circumstances at CME Group's discretion and, if necessary, for maturities of commercial paper. As long as we are not in default under this facility, we have the option to increase it up to $3.3 billion with the consent of the agent and lenders providing the additional funds. This facility is voluntarily pre-payable from time to time without premium or penalty. Under this facility, we are required to remain in compliance with a consolidated net worth test, which is defined as our consolidated shareholders' equity at December 31, 2024, giving effect to share repurchases made and special dividends paid during the term of the agreements (and in no event greater than $2.0 billion in aggregate), multiplied by 0.65. We currently do not have any borrowings outstanding under this facility, but any commercial paper balance if or when outstanding can be backstopped against this facility.

We maintain a 364-day multi-currency revolving secured credit facility with a consortium of domestic and international banks to be used in certain situations by the clearing house. The facility provides for borrowings of up to $7.0 billion. We may use the proceeds to provide temporary liquidity in the unlikely event a clearing firm fails to promptly discharge an obligation to the clearing house operated by CME, in the event of a liquidity constraint or default by a depositary (custodian for our collateral), in the event of a temporary disruption with the domestic payments system that would delay payment of settlement variation between us and our clearing firms, or in other cases as provided by the CME rulebook. Clearing firm guaranty fund contributions received in the form of cash or U.S. Treasury securities as well as the performance bond assets (pursuant to the CME rulebook) can be used to collateralize the facility. At June 30, 2025, guaranty fund contributions available to collateralize the facility totaled $9.4 billion. We have the option to request an increase in the line from $7.0 billion to $10.0 billion. Our 364-day facility contains a requirement that CME remain in compliance with a consolidated tangible net worth test, defined as CME's consolidated shareholder's equity less intangible assets (as defined in the agreement), of not less than $800.0 million. We currently do not have any borrowings outstanding under this facility.

The indentures governing our fixed rate notes, our $2.3 billion multi-currency revolving senior credit facility and our 364-day multi-currency revolving secured credit facility for $7.0 billion do not contain specific covenants that restrict the ability to pay dividends. These documents, however, do contain other customary financial and operating covenants that place restrictions on the operations of the company that could indirectly affect the ability to pay dividends.

At June 30, 2025, we have excess borrowing capacity for general corporate purposes of approximately $2.3 billion under our multi-currency revolving senior credit facility.

We maintain committed repurchase facility agreements amounting to a total of $1.0 billion. The committed repurchase facilities provide access to cash, secured by non-cash collateral, in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house. The facilities are subject to annual renewal. We currently do not have any borrowings outstanding under these facilities.

We maintain a committed facility of up to $750.0 million for foreign currency conversions. The committed foreign currency facility allows the clearing house to convert cash to another currency within generally accepted local market timeframes in the event that one or more of our clearing firms fails to promptly discharge an obligation to the clearing house. The facility is subject to annual renewal. We currently do not have any foreign currency trades outstanding under this facility.

At June 30, 2025, we were in compliance with the various covenant requirements of all our debt facilities.

CME Group, as a holding company, has no operations of its own. Instead, it relies on dividends declared and paid to it by its subsidiaries in order to provide the funds which it uses to pay dividends to its shareholders.

To satisfy our performance bond obligation with Singapore Exchange Limited, we may pledge irrevocable standby letters of credit. At June 30, 2025, the letters of credit totaled $400.0 million. We also maintain a $350.0 million line of credit to meet our obligations under this agreement.

The following table summarizes our credit ratings at June 30, 2025:

						Short-Term						Long-Term
Rating Agency						Debt Rating						Debt Rating						Outlook
Standard & Poor’s Global Ratings						A1+						AA-						Stable
Moody’s Investors Service, Inc.						P1						Aa3						Stable

Given our cash flow generation, our ability to pay down debt levels and our ability to refinance existing debt facilities if necessary, we expect to maintain an investment grade rating. If our ratings are downgraded below investment grade within certain specified time periods due to a change of control, we are required to make an offer to repurchase our fixed rate notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest. No report of any rating agency is incorporated by reference herein.

Liquidity and Cash Management. Cash and cash equivalents totaled $2.0 billion and $2.9 billion at June 30, 2025 and December 31, 2024, respectively. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our corporate investment policy and alternative investment choices. A majority of our cash and cash equivalents balance is invested in money market mutual funds that invest only in U.S. Treasury securities, U.S. government agency securities and U.S. Treasury security reverse repurchase agreements and short-term bank deposits. Our exposure to credit and liquidity risk is minimal given the nature of the investments. Cash that is not available for general corporate purposes because of regulatory requirements or other restrictions is classified as restricted cash and is included in cash performance bonds and guaranty fund contributions, other current assets or other assets in the consolidated balance sheets.

On December 5, 2024, we announced that our board of directors has approved a share repurchase program under which we are authorized to repurchase up to $3.0 billion of our outstanding Class A common stock, par value $.01 per share (the common stock), from time to time through open market transactions, block trades, privately negotiated purchase transactions or other purchase techniques and may include purchases effected pursuant to one or more trading plans established pursuant to Rule 10b5-1 under the Exchange Act. The timing of any repurchases and the number of shares repurchased under the share repurchase program are within our discretion and may be affected by various factors, including general market and economic conditions; the market price of the common stock; CME Group’s earnings, financial condition, capital requirements and levels of indebtedness; legal requirements; and other considerations. The share repurchase program has no expiration date, does not obligate us to acquire any particular amount of common stock and may be modified, suspended or terminated at any time. As of June 30, 2025, the maximum value of shares to be repurchased was $2,991.8 million.

Regulatory Requirements*.* CME is regulated by the CFTC as a Derivatives Clearing Organization (DCO). DCOs are required to maintain capital, as defined by the CFTC, in an amount at least equal to one year of projected operating expenses as well as cash, liquid securities, or a line of credit at least equal to six months of projected operating expenses. CME was designated by the Financial Stability Oversight Council as a systemically important financial market utility under Title VIII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. As a result, CME must comply with CFTC regulations applicable to a systemically important DCO for financial resources and liquidity resources. CME is in compliance with all DCO financial requirements.

CME, CBOT, NYMEX and COMEX are regulated by the CFTC as Designated Contract Markets (DCM). DCMs are required to maintain capital, as defined by the CFTC, in an amount at least equal to one year of projected operating expenses as well as cash, liquid securities or a line of credit at least equal to six months of projected operating expenses. Our DCMs are in compliance with all DCM financial requirements.

BrokerTec Americas LLC is required to maintain sufficient net capital under Securities Exchange Act of 1934, as amended (Exchange Act), Rule 15c3-1 (the Net Capital Rule). The Net Capital Rule focuses on liquidity and is designed to protect securities customers, counterparties, and creditors by requiring that broker-dealers have sufficient liquid resources on hand at all times to satisfy claims promptly. Rule 15c3-3, or the customer protection rule, which complements Rule 15c3-1, is designed to ensure that customer property (securities and funds) in the custody of broker-dealers is adequately safeguarded. By law, both of these rules apply to the activities of registered broker-dealers, but not to unregistered affiliates. The firm began operating as a (k)(2)(i) broker dealer in November 2017 following notification to the Financial Industry Regulatory Authority and the SEC. A company operating under the (k)(2)(i) exemption is not required to lock up customer funds as would otherwise be required under Exchange Act Rule 15c3-3.