CME 10-K & 10-Q changes, risk factors and insider trading

In addition to the other information contained in this Annual Report on Form 10-K, you should carefully consider the factors discussed below, which are the risks we believe are material at this time. TheseIf any of these risks couldactually materiallyoccur andor adverselycontinue affectto occur, our business, financial condition and results of operations.operations could be materially and adversely affected. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

•economic, political and geopolitical market conditions, including the instability caused by trade policies and wars;

We are primarily subject to the jurisdiction of the regulatory agencies in the U.S., U.K.UK and E.U.EU. 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 execution facility, swap data repository, broker-dealer, multilateral trading facilityMTF or other regulatory status.

Our industry is highly competitive, and we expect competition to continue to intensify. We encounter competition in all aspects of our business, including from entities having substantially greater capital and resources, offering a wide range of products and services and in some cases operating under a different and possibly less stringent regulatory regime. We face competition from other futures, securities and securities option exchanges; OTC markets; clearing organizations; consortia formed by our members and large industry participants; swap execution facilities; alternative trade execution facilities and crypto and prediction market platforms; technology firms, including market data distributors and electronic trading system developers; and others. Our competitors and potential competitors may have greater financial, marketing, technological and personnel resources than we do.

The success of our business depends, in part, on our ability to maintain and increase trading volume in our markets. To do so, we must maintain and expand our product offerings, our customer base and our trade execution facilities, our pre-andpre- and post-trade services and clearing facilities. Our success also depends on our ability to offer competitive prices and services in an increasingly price-sensitive business. For example, some of our competitors have engaged in aggressive pricing strategies in the past, such as lowering the fees they charge for taking liquidity and increasing liquidity payments or rebates. We cannot provide assurances that we will be able to continue to expand our products and services, that we will be able to retain our current customers or attract new customers or that we will not be required to modify our pricing structure to compete effectively. Changes in our pricing structure may result in a decrease to our profit margin.

Our clearing firm clientsfirms must meet certain capital requirements and must deposit collateral to meet performance bond and guaranty fund requirements. There is no guarantee the collateral deposited will continue to maintain its value. To the extent a clearing memberfirm were to experience a decrease in capital and be unable to meet requirements, it may be required to decrease its trading activity.

We regard the secure storage and transmission of data and the ability to continuously transact and clear on our electronic trading platforms as critical elements of our operations and our operational resiliency. Our technology, our customers, our people and our third-party service providers may beare 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 wars,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 thirdthird-party partyservice providers have experienced cyber attacks of varying degrees in the past.

Our usage of mobile, web, and cloud technologies, such as those pursuant to our partnership with Google Cloud, may increase our risk of a cyber attack. Our security defenses may also be impacted or breached due to employee error, malfeasance, system errors or vulnerabilities. Additionally, outside parties may attempt to fraudulently induce employees, users, customers or our thirdthird-party partyservice 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. Any such breach or unauthorized access could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the services we provide that could potentially have an adverse effect on our business, while resulting in regulatory penalties or the imposition of additional obligations by regulators or others. The regulatory environment related to information security, privacy, data collection, data usage and use of artificial intelligence is increasingly rigorous and complex, and any failure to comply may carry significant penalties and reputational damage.

We have designed our cyber defense program to mitigate such attacks and security risks through administrative, physical and technical safeguards. As part of our global information security (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 service providers, including any cloud-based technologies, may prove insufficient depending upon the attack or threat posed. It is impossible to precisely predict the likelihood or impact of any cyberattack on our industry generally, or on our business. 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 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. We may be subject to litigation and financial losses that exceed our insurance policy limits or are not covered under any of our current policies.

Given our role in the global financial services industry, we may be more likely than other companies to be a direct target of, or an indirect casualty of, attacks by terrorists or terrorist organizations. It is impossible to accurately predict the likelihood or impact of any terrorist attack against us or our third partythird-party service providers, or on our industry generally. While we have implemented significant physical security protection measures, business continuity plans, and established backup sites to provide operational resiliency, in the event of an attack or a threat of an attack, these security measures and contingency plans may be inadequate to prevent significant disruptions in our business, technology or access to the infrastructure necessary to maintain our business. 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 third partythird-party service providers. Damage to our facilities due to terrorist attacks may be significantly in excess of any amount of insurance coverage available, or we may not be able to insure against such damage at a reasonable price or at all. The threat of terrorist attacks also may negatively affect our ability to attract and retain employees. Any of these events could have a material adverse effect on our business, financial condition, and operating results.

Maintaining our reputation and brand is critical to attracting and retaining customers, investors and employees and to maintaining our relationships with our regulators and other government officials. Negative publicity regarding our company or actual, alleged or perceived issues regarding our company, products or services, including social and environmental concerns relating to our company or certain commodity products and increased impact from climate change or criticism or market reaction to the performance of our market in periods of extreme volatility, could give rise to reputational risk, which could significantly harm our business prospects. 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 suppliers,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, availability andavailability, 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, availability andavailability, resilience, capacity, security and speed to attract and retain customers. In 2024,2025, 92%93% of our overall contract volume was generated through electronic trading on our CME Globex electronic platform.

If we do not continueFailure to enhancecontinuously improve our electronic trading systems and technology offerings,offerings includingcould 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 CME Google Cloud platform andin the new private Google Cloud region,region. if we are unable to developIf our trading systems and technology offerings cannot be developed to include other products and markets, or if they do not havelack the required functionality, performance, availability andavailability, resilience, capacity, securitysecurity, and speed desireddemanded by our customers, our ability to successfully competecompete, andalong with our revenues and profitsprofits, will be adversely affected, which could have a material impact on our financial condition or results of operations.affected.

Additionally, we rely on our customers' ability to have the necessary back office functionality to support our new products and our trading and clearing functionality.functionality, including generating sufficient liquidity. To the extent our customers and/or their thirdthird-party partyservice providers are not prepared and/or lack the resources or infrastructure, the success of our new initiatives may be compromised.

If we experience systemssystem 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.

Our business is highly dependent on our ability to process, execute and monitor, in an efficient and uninterrupted manner, a large number of transactions, which occur at high volumes and frequencies across multiple systems and our ability to access key business data, financial information, order processing and invoicing. We are heavily reliant on the capacity, reliability and security of our information technology and communications and other business systems and software supporting our operations.operations provided by third parties. Our systems, or those of our third-party service providers, including 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 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 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. 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.

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 reporting, such as transactions that were not authorized by any customer or reporting of filled orders as canceled.reporting. Such errors may result in CME Group being liable or in our voluntary assumption of financial liability. We cannot assure that if we experience system errors or failures in the future that they will not have a material adverse impact on our business. 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 and/or have a material adverse effect on our business, financial condition and operating results.

Regulations relating to our trading and clearing systems generally require the handling of anticipated present and future peak trading volume. Heavy use of our systems during peak trading times or at times of unusual market volatility could 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 constantly monitor system loads and performance, and regularly implement system upgrades to handle estimated increases in volume. However, we cannot assure that our estimates of future trading volume and order messaging traffic will be accurate or that our systems will always be able to accommodate actual trading volume and order messaging traffic without failure or degradation of performance or speed. Increased trading volume and order messaging traffic may result in connectivity problems or erroneous reports that may affect users of our platforms. System failure or degradation could lead our customers to file formal complaints with industry regulatory organizations, to file lawsuits against us or to cease doing business with us or could lead our regulators to initiate inquiries or proceedings for failure to comply with applicable laws and regulations.

We, as well as many of our customers, depend on third-party 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.

We depend on a number of suppliers, such as banking, clearing and settlement organizations, telephone companies, internet service providers, data processors, cloud hosting providers, data center providers, and software and hardware vendors, for elements of our trading, clearing, and other systems, as well as communications and networking equipment, computer hardware and software and related support and maintenance. Although we conduct due diligence and monitor important suppliers and service providers (including the resiliency of their operations), we cannot provide assurances of their performance and any interruption or cessation of their supplies or services could negatively impact our operations or those of our customers, as well as affect our reputation, financial or regulatory posture. 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.

To the extent any of our service providers or the organizations that provide services to our customers in connection with their trading activities cease to provide these services or cease to provide these services in an efficient, cost-effective manner, or fail to adequately expand their services to meet our needs and the needs of our customers, we could experience decreased trading volume, lower revenues and higher costs. In addition, while we may be entitled to recovery for breaches of, or liabilities otherwise incurred in connection with, our agreements with third-party suppliers and service providers, such recovery is limited by the terms of these agreements and may not compensate us in full.

Our clearing house operations expose us to counterparties with differing risk profiles. WeIn our derivatives business, we routinely guarantee transactions submitted by our clearing firm customers with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds and other institutional customers. We could be adversely impacted by the financial distress or failure of one or more of our derivatives clearing firms. 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. Additionally, we are exposed to the risk of loss from the failure of a matched principal counterparty to settle its trades at BrokerTec Americas.

A substantial part of our working capital may be at risk if a clearing firm defaults on its obligations to our clearing house and its margin and guaranty fund deposits are insufficient to meet its obligations. Additionally, BrokerTec Americas is exposed to the potential risk of loss in the event a counterparty fails to meet its obligations. AlthoughLater in 2026, we expect to launch clearing services for U.S. Treasury cash and repo transactions. While we have policiesa long history in, and proceduresdeep tounderstanding helpof, ensurerisk thatmanagement from the operation of our derivatives clearing firms and other counterparties can satisfy their obligations, these policies and procedures may not succeed in detecting problems or preventing defaults. We also have in place various measures intended to enable us to cure any default and maintain liquidity. However, we cannot guarantee that these measures will be sufficient to protect market participants from a default or that we will not be adversely affected inhouse, the eventoperation of a significantsecurities default.clearing Inhouse addition,is we have established a fund (currently $98.0 million)new to provide payments, up to certain maximum levels, to qualified family farmers, ranchers and other agricultural industry participants who use our products and who suffer losses to their segregated account balances if their clearing firm becomes insolvent.business.

There continuecontinues to be highly publicized cases involving fraud or other misconduct or manipulative activity by employees of financial services firms and other market participants. Improper trading activity on our platforms by participants could include activities such as spoofing, layering, wash trading and manipulation. Misconduct by our employees and agents could include hiding unauthorized activities from us, improper or unauthorized activities on behalf of customers or the company, improper securities trading activities, circumvention of controls and procedures, improper use of assets, improper use and unauthorized disclosure of data or confidential information of the company or its customers or third parties, improper use of artificial intelligence or failure to provide effective oversight over artificial intelligence, among other potential misconduct.

It is not always possible to deter misconduct, and the precautions we take to prevent and detect this activityactivity, including our internal controls, may not be effective in all cases. 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. If we were found to have not met our regulatory oversight and compliance obligations, we could be subject to regulatory sanctions, enforcement actions, financial penalties and restrictions on our activities for failure to properly identify, monitor and respond to potentially problematic activity, and such outcomes could seriously harm our reputation. Our employees and agents also may commit errors that could subject us to financial claims for negligence, as well as regulatory actions, or result in our voluntary assumption of financial liability. Further, allegations by regulatory or criminal authorities of improper trading activities in our markets could affect our brand and reputation and reduce the number of participants trading in our markets. If that should occur, we could face a corresponding decline in trading volume and revenue.

CME Group, a Delaware stock corporation, is the holding company for CME, CBOT, NYMEX, COMEX, NEX Group plc (NEX) and their respective subsidiaries. The holding company structure is designed to provide strategic and operational flexibility. CME Group's Class A common stock is listed on the Nasdaq Global Select Market (Nasdaq) under the ticker symbol "CME."

Competitive Environment. Our industry is competitive and we continue to encounter competition in all aspects of our business. We expect competition to continue to intensify, especially in light of ongoing regulatory developmentdevelopments in the financial services industry. Competition is influenced by our brand and reputation; the efficiency and security of our clearing, settlement and support services; depth and liquidity of our markets; capital and margin efficiencies; diversity of product offerings, including frequency and quality of new product development and innovative services; our ability to position and expand upon existing products to address changing market needs; efficient and seamless customer experience; transparency, reliability, anonymity and security of transaction processing; the regulatory environment; connectivity, accessibility, flexibility in execution methods, and distribution; and technology capability and innovation, as well as overall transaction costs. We believe we are very well positioned with respect to these factors. Our asset classes contain products designed to address differing risk management needs, and customers are able to achieve operational and capital efficiencies by accessing our diverse products through our platforms and our clearing house. We compete in a large and expanding financial services trading, clearing and settlement marketplace globally. As markets continue to evolve, we will continue to adapt our trading technology and clearing services to meet the needs of our customers. The competitive environment to which we are subject is discussed in "Item 1 - Business" beginning on page 10.

Product mix. We offer exchange-traded futures and options contracts as well as cleared-only interest rate swap contracts and event contracts. We also offer foreign exchange spot and forward contracts and fixed income products. Rates are varied by product in order to optimize revenue on existing products and to encourage contract volume upon introduction of new products.

Venue. Our exchange and platforms are an international marketplace that brings together buyers and sellers mainly through our electronic trading as well as through open outcry trading and privately negotiated transactions. Any customer who is guaranteed by a clearing firm and who agrees to be bound by our exchange rules is able to obtain direct access to our electronic platforms. Open outcry trading is conducted exclusively by our members, who may execute trades on behalf of customers or for themselves. Beginning in July 2023, openOpen outcry trading is now limited to Secured Overnight Financing Rate (SOFR) options products following the permanent closure of most of our open outcry pits.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 U.K.,UK, and India, as well as other smaller locations throughout the world. Other expenses also include marketing and travel-related expenses as well as general and administrative costs. Marketing, advertising and public relations expense includes media, print and other advertising costs, as well as costs associated with our product promotion. Other expenses also include litigation and customer settlements, impairment charges on operating assets, gains and losses on disposals of certain operating assets, and foreign currency transaction gains and losses resulting from changes in exchange rates on certain foreign monetary assets and liabilities.

•Equity in net earnings (losses) of unconsolidated subsidiaries includes income and losses from our investments in FanDuel Prediction Markets Holdings LLC, S&P Dow Jones Indices LLC, OSTTRA, Shanghai CFETS-NEX International Money Broking Co., Ltd. and Gulf Mercantile Exchange.

The notes to our consolidated financial statements include disclosure of our significant accounting policies. In establishing these policies within the framework of accounting principles generally accepted in the United States (U.S.), management must make certain assessments, estimates and choices that will result in the application of these principles in a manner that appropriately reflects our financial condition and results of operations. Critical accounting policies are those policies that we believe present the most complex or subjective measurements and have the most potential to affect our financial position and operating results. While all decisions regarding accounting policies are important, there are certain accounting policies that we consider to be critical. These critical policies, which are presented in detail in the notes to our consolidated financial statements,below, relate to the valuation of financial instruments, goodwill and intangible assets, revenue recognition, income taxes and internal use software costs.

Income taxes. Calculation of the income tax provision includes an estimate of the income taxes that will be paid for the current year, as well as an estimate of income tax liabilities or benefits deferred into future years. Deferred tax assets are reviewed to determine if they will be realized in future periods. To the extent it is determined that some deferred tax assets may not be fully realized, the assets are reduced to their realizable value by a valuation allowance. The calculation of our tax provision involves uncertainty in the application of complex tax regulations and we occasionally may consult with relevant tax authorities or engage third-party expertise where appropriate. We recognize potential liabilities for anticipated tax audit issues in the U.S. and other applicable foreign tax jurisdictions using a more-likely-than-not recognition threshold based on the technical merits of the tax position taken or expected to be taken. If the actual obligation of these amounts varies from our estimate, our income tax provision would be reduced or increased at the time that determination is made. This determination may not be known for several years. Past tax audits have not resulted in tax adjustments that resultedled into a material change to the income tax provision in the year the audit was completed. The effective tax rate, defined as the income tax provision as a percentage of income before income taxes, will vary from year to year based on changes in tax jurisdictions, tax rates and regulations. In addition, the effective tax rate will vary with changes to income that are not subject to income tax and changes in expenses or losses that are not deductible, such as the utilization of foreign net operating losses.

Internal use software costs. Certain internal and external costs that are incurred in connection with developing or obtaining software for internal use are capitalized. We also enter into software hosting arrangements for software projects maintained or developed in the cloud. 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 applications, depending upon expected useful lives.applications. Amortization of capitalized costs begins only when the software becomes ready for its intended use. In addition, software assets are assessed for impairment when events or circumstances indicate that the carrying values may not be recoverable or that a reduction in the estimated useful lives is warranted.

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 below exclude trading volume for event contracts, the cash markets business as well as interest rate swaps.

Market volatility within certain financial markets remained high throughout 2024.most of 2025. Interest rate and equity index volatility was higher as a result of mixed inflation levelslevels, the threat of anticipated and implemented tariffs, and market uncertainty surrounding the Federal Reserve’s interest rate policy decisions. The Federal Open Markets Committee (FOMC) cut the federal funds rate multiple times throughout 20242025 and issued cautious guidance for the future. In addition, market uncertainty also remained high within the energyenergy, agricultural commodities, and metals markets sawthroughout an2025. increaseThis was mainly due to new and existing geopolitical tensions, the anticipation and implementation of tariffs, and uncertain weather conditions in volatility2025. asFinally, awe result ofalso continued geopolitical tensions in the Middle East and Eastern Europe as well as more weather uncertainty in 2024 compared to 2023.expand Weproduct also expanded our ongoing sales effortsofferings across many of theour productasset linesclasses which contributed to increasevolume ourand sales growth across the globe. We believe these factors contributed to the increase in total volume in 20242025 compared with 2023.2024.

The following table summarizes average daily contract volume for our key interest rate products. We no longer offer Eurodollar contract trading as of June 2023.

In 20242025 compared with 2023,2024, overall interest rate contract volume increased as a result of generalhigher overall market uncertainty.volatility. We believe this was a result of mixed inflation results that occurred throughout the year, as well as the U.S. presidential and congressional elections in November. We also believe there was uncertainty regardingsurrounding the Federal Reserve's interest rate policy decisions. TheIn Federaladdition, Reserve cut interest rates three times in 2024new and issuedexisting cautiousgeopolitical guidancetensions foras 2025.well Theas increasethe inpotential economic impacts of anticipated and implemented tariffs also led to higher overall interest rate contract volume wasin also due to our ongoing sales efforts to increase global participation.2025.

Equity Index and Cryptocurrency Products

Overall foreign exchange contract volume increaseddecreased in 20242025 when compared with 2023,2024, which we believe is due to uncertaintylower overall volatility. We believe this was the result of less variability surrounding the Federal Reserve and other global central banks'bank's interest rate policypolicies, decisions.which 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 these factorshas led to higheroverall overalldecreases in foreign exchange contract volume in 2024 compared with 2023.volumes.

The average rate per contract remainedincreased consistentslightly in 20242025 when compared with 2023.2024. The averageoverall rateincrease peris contractprimarily wasdue impactedto by anthe increase in our fee structure, which went into effect on February 1, 2024.2025. The overallincrease increaseis also due to thea risechange in feesproduct 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 a decrease resulting from higher member trading as a percentage of total volume astier-based well as our tiered volume pricing structure.incentives.

We bill a significant portion of our clearing and transaction fees 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 clearing firm represented at least 10%12% of our clearing and transaction fees in 2024.2025. 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 an ongoing loss of revenue received from or through a particular clearing firm.

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

•The decrease in professional fees and outside services were largely duerelated to a decrease in consulting costs associated with the Google Cloud Migration,transformation project, which began in late 2021, aswas wellthe asresult lowerof legala feesshift duringin 2024.need from an overall project consulting focus to a technology migration focus.

Investment income. In 20242025 when compared with 2023,2024, there was aan decreaseincrease in earnings from reinvested cash performance bond and guaranty fund contributions due to lowerhigher average reinvestment balances. In 20242025 and 2023,2024, earnings from cash performance bond and guaranty fund contributions were $3,943.8$5,253.6 million and $5,073.9$3,943.8 million, respectively. In addition, there was aan decreaseincrease in net realized and unrealized gains on investments.investments, including the $306.1 million gain on the sale of the OSTTRA joint venture.

Other income (expense). In 20242025 when compared with 2023,2024, we recognized lowerhigher expense related to the distribution of interest earned on performance bond collateral reinvestments to the clearing firms inas conjunctiona withresult lowerof interest income earned on our reinvestment during the period due to lowerhigher average reinvestment balances in 2024. In 2024 and 2023, expenses related to the distribution of interest earned on collateral reinvestments were $3,669.4 million and $4,717.5 million, respectively.balances.

We intend to continue to pay a regular quarterly dividend to our shareholders, with a target of between 50% to 60% of the prior year's cash earnings. The decision to pay a dividend and the amount of the dividend, however, remains within the discretion of our board of directors and may be affected by various factors, including our earnings, financial condition, capital requirements, levels of indebtedness and other considerations our board of directors deems relevant. We are also required to comply with restrictions contained in the general corporation laws of our state of incorporation, which could limit our ability to declare and pay dividends. On February 6,12, 2025,2026, the company declared a regular quarterly dividend of $1.25$1.30 per share for all outstanding common and preferred shares. The dividend will be payable on March 26, 20252026 to shareholders of record on March 7,10, 2025.2026. Assuming no changes in the number of shares outstanding, the first quarter dividend payment will total approximately $455.0$467.3 million. The board of directors also declared an additional, annual variable dividend of $5.80$6.15 per share on DecemberFebruary 5,12, 20242026 to be paid on JanuaryMarch 16,26, 20252026 to the shareholders of record on DecemberMarch 27,10, 2024.2026. In general, the amount of the annual variable dividend will be determined atbased theon endprior ofyear's eachperformance year,and our expected cash needs, and the level will increase or decrease from year to year based on operating results, capital expenditures, potential merger and acquisition activity and other forms of capital return, including regular dividends and share buybacks during the prior year.

Net cash provided by operating activities was higher in 20242025 compared with 2023,2024, largely due to an increase in revenue resulting from fee increases andincreases, an increase in overall volumes.volumes and higher interest earned on reinvestment of collateral, net of distributions.

The increase in cash usedprovided inby investing activities in 20242025 compared with 20232024 was due to lower overallhigher proceeds on sales of investments in 20242025 compared to 2023. In addition, the increase in cash used was also due to higher additions in property, plant and equipment.2024.

We maintain a $2.3 billion multi-currency revolving senior credit facility with various financial institutions, which matures in NovemberApril 2026.2030. 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 SeptemberDecember 30,31, 2021,2024, giving effect to share repurchases made and special dividends paid during the term of the agreementsagreement (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,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 December 31, 2024,2025, guaranty fund contributions available to collateralize the facility totaled $10.1$10.7 billion. We have the option to request an increase in the line from $7.0 billion to $10.0 billion.billion with the consent of the agent and lenders providing the additional funds. Our 364-day facility contains a requirement that CME remain in compliance with a consolidated tangible net worth test, defined as CME'sCME’s consolidated shareholder'sshareholder’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.facility..

Cash and cash equivalents, excluding restricted cash,cash and restricted cash equivalents, totaled $4.4 billion and $2.9 billion at both December 31, 20242025 and December 31, 2023.2024, 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 other current assets or other assets in the consolidated balance sheets. Cash performance bonds and guarantee fund contribution assets are deemed to be restricted cash.cash and restricted cash equivalents.

We estimate the following net changes in clearing and transaction fees based on the changes in total contract volumevolumes and the changechanges in average rate per contract for futures and options during the second quarter and first quartersix months of 2026 when compared with the same periodperiods in 2025.

MarketOverall uncertaintymarket remainedvolatility was high throughoutin theearly first2026 quarterdue of 2026. Each of our asset classes experienced significant volatility as a result ofto the heightened geopolitical conflict in the Middle East, which has caused a ripple effect throughout the world economy. This resulted in uncertainty surrounding the United States Federal Reserve’s (Federal Reserve) interest rate policy decision and market volatility within the equity and foreign exchange markets. In addition, uncertainty remained high within the energy and metals markets as the Middle East conflict caused significant supply disruptions and led market participants to turn to precious metals amid this uncertainty. However, in the second quarter of 2026, overall market volatility subsided relative to periods of very high volatility earlier in the year as market uncertainty tapered. We believe these factors contributed to volume remaining relatively flat in the second quarter of 2026 when compared to the same period in 2025 and an increase in volume in the first quartersix months of 2026 when compared with the same period in 2025.

In the firstsecond quarter of 2026, interest rate contract volume was higherlower compared with the same period in 2025 due to ana increasedecrease in market volatility. We believe this was due to themore heightened geopolitical conflict in the Middle East. This led to uncertaintycertainty surrounding the Federal Reserve's future interest rate policy decisions. We believe these factors contributed to higher overall interest rate volume in the first quarter of 2026 when compared with the same period in 2025.

Equity index contract volumevolumes increased in the second quarter and first quartersix months of 2026 when compared with the same periodperiods in 2025 due to higher overall volatility.2025. We believe thisthese wasincreases were due to the heightened geopolitical conflict in the Middle East,East in early 2026, which caused significant uncertainty throughout the equity markets. In addition, a market shiftshifts out ofin the Nasdaq-100 into the smaller capand Russell 2000 resulted in additional volume inwithin thatboth complex.complexes.

Our cryptocurrency contract volumevolumes was higherincreased in the second quarter and first quartersix months of 2026 when compared with the same periodperiods in 2025. We believe this was due tothe increased volatility, whichvolatility resulted in a broader cryptocurrency market repricing.

In the second quarter and first quartersix months of 2026, overall foreign exchange volumevolumes increaseddecreased when compared with the same periodperiods in 2025. Overall market volatility subsided in the second quarter of 2026 following periods of very high volatility in 2025 mainly due to uncertainty surrounding the heightenedUnited State's position on tariffs. However, the geopolitical conflict in the Middle East.East Thisin early 2026 led to higher Australian dollar contract volumevolumes due to uncertainty in the commodities and energy markets. In addition, increased adoption of our foreign exchange products by market participants also contributed to the increase in foreign exchange volume. We believe these factors contributed to higherlower overall foreign exchange contract volume in the second quarter and first quartersix months of 2026 when compared with the same periodperiods in 2025.

Energy contract volumevolumes increaseddecreased in the firstsecond quarter of 2026 when compared with the same period in 2025, which we believe was due to lower overall volatility. Despite the heightenedongoing geopolitical conflict in the Middle East.East, Thetensions conflict in the Middle East disrupted crucial supply chain routes, which created higher uncertaintyeased within the cruderegion oilleading markets.to In addition, there was heightenedbroader price volatilitystabilization withinduring the refinedsecond products markets due to a shift in supplies as global fuel supplies were at historic lows. We believe these factors contributed to higher overall energy volume in the first quarter of 2026 compared with the same period in 2025.quarter.

Overall commodity contract volumevolumes increased in the second quarter and first quartersix months of 2026 when compared with the same periodperiods in 2025. We believe the increase was due to higher overall market volatility as a result of theThe heightened geopolitical conflict in the Middle East,East whichin early 2026 caused disruptions within the grain market supply routes. In addition, theThe conflict within the Middle East also caused a greater demand for crop-based fuels as a result of crude oil pricing uncertainties. We believe these factors contributed to higher overall commodity volume in the second quarter and first quartersix months of 2026 compared with the same periodperiods in 2025.

The average rate per contract decreased in the second quarter and first quartersix months of 2026 when compared with the same periodperiods in 2025. The decrease was largely due to an increase in micro contract volume, specifically within equities, energy and metals, as thesewell typicallyas havehigher member trading as a lowerpercentage averageof ratetotal pervolume. contract.In Thisthe first six months of 2026, the decrease was partially offset by a change in product mix. Energy and metal contract volume increased by 31 percentage pointspoint as a percent of total volume, while other products collectively decreased by 31 percentage points.point. In general, energy and metals products have a higher rate per contract compared with the remaining contracts. In addition, the overall decrease in the second quarter of 2026 was partially offset by an increase in certain clearing and transaction fees which went into effect on April 1, 2026.

Total clearing and transaction fees revenues in the second quarter and first quartersix months of 2026 include $76.6$73.9 million and $150.5 million, respectively, of transaction fees attributable to the cash markets business, compared with $71.0$74.6 million and $145.6 million, respectively, in the second quarter and first quartersix months of 2025. This revenue includes BrokerTec Americas LLC's fixed income volume and EBS's foreign exchange volume.

Overall average daily notional values for the cash markets business were higher in the second quarter and first quartersix months of 2026 when compared with the same periodperiods in 2025 due to higher overall volatility. We believe this was due to the heightened geopolitical conflict in the Middle East, which caused significant macro-economic uncertainty throughout the global economy. However, more certainty surrounding the Federal Reserves interest rate policy decision led to lower overall U.S. Treasury volumes in second quarter and first six months of 2026 when compared with the same periods in 2025. We believe these factors led to higher overall cash market volume in the second quarter and first six months of 2026 compared with the same periods in 2025.

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 10% of our clearing and transaction fees in the first quartersix months of 2026. 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.

Market data and information services. During the second quarter and first quartersix months of 2026, overall market data and information services revenues increased when compared with the same periodperiods in 2025, largely due to higher usage of certain products, increased demand by new customer segments, and price increases for certain products.

The two largest resellers of our market data represented approximately 26%25% of our market data and information services revenue in the first quartersix months of 2026. 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.

Operating expenses increased by $36.1$36.4 million and $72.5 million in the second quarter and first quartersix months of 2026 when compared with the same periods in 2025. The following table shows the estimated impacts of key factors resulting in the changes in operating expenses:

Increases in operating expenses in the second quarter and first quartersix months of 2026 when compared with the same periodperiods in 2025 were as follows:

•License fees expenseexpenses waswere higher primarily due to record volumes for certain equity products as well as the addition of multiple new products which launched subsequent to the first quarter of 2025.products.

•The increaseincreases in technology support services expense waswere primarily driven by higher third party services to support the ongoing Google Cloud transformation project.

•Rent expenseexpenses waswere higher primarily due to a gaingains on lease contractioncontractions recognized in the first quartersix months of 2025.

Decreases in operating expenseexpenses in the second quarter and first quartersix months of 2026 when compared with the same periodperiods in 2025 were as follows:

•In the second quarter and first quartersix months of 2026, we recognized a net loss of $0.3 million and a net gain of $0.9$0.5 million, respectively, compared with a net losslosses of $2.3$3.6 million and $5.9 million, respectively, during the same periodperiods in 2025, 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.

Investment income. Earnings from cash performance bond and guaranty fund contributions that are reinvested increaseddecreased in the firstsecond quarter of 2026 when compared with the same period in 20252025. This was mainly due to highera reinvestment balances despite decreases in thelower average rate of return ondespite thehigher overall reinvestment balances. In the firstsecond quarter of 2026 and 2025,2026, earnings from cash performance bond and guaranty fund contributions were $1,371.1$1,388.8 million andcompared $873.6with million,$1,487.6 respectively. The increase was partially offset by higher net unrealized lossesmillion in the firstsecond quarter of 2026.2025.

Equity in net earnings (losses) of unconsolidated subsidiaries. Higher income generated from our S&P Dow Jones Indices LLC business venture contributed to increasesan increase in equity in net earnings (losses) of unconsolidated subsidiaries in the first quartersix months of 2026 when compared with 2025. However, in the second quarter of 2026, equity in net earnings (losses) of unconsolidated subsidiaries was lower as a result of the sale of our OSTTRA joint venture which occurred in the fourth quarter of 2025.

Other non-operating income (expense). We recognized higherlower expensesexpense related to the distribution of interest earned on performance bond collateral reinvestments to the clearing firms during the firstsecond quarter of 2026 when compared with the same period in 2025. This was due to lower interest income earned on our reinvestment balances as a result of a lower Federal Funds rate compared with the same period in 2025. In the firstsecond quarter of 20262026, and 2025, expensesexpense related to the distribution of interest earned on collateral reinvestments werewas $1,249.2$1,265.7 million andcompared $804.8with million,$1,374.5 respectively.million the second quarter of 2025.

Sources and Uses of Cash. Net cash provided by operating activities increased in the first quartersix months of 2026 when compared with the same period in 2025, which was largely due to an increase in trading volume and higher interest earned on reinvestment of collateral, net of distributions. Cash used in investing activities remained relatively consistent in the first quartersix months of 2026 when compared with the same period in 2025. Cash providedused byin financing activities was lowerhigher during the first quartersix months of 2026 when compared with the same period in 2025 due to a smalleran increase in cashshare performance bonds and guaranty fund contributions.repurchases.

Debt Instruments. The following table summarizes our debt outstanding at MarchJune 31,30, 2026:

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 MarchJune 31,30, 2026, guaranty fund contributions available to collateralize the facility totaled $10.8$10.3 billion. We have the option to increase the line from $7.0 billion to $10.0 billion with the consent of the agent and lenders providing the additional funds. 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.

At MarchJune 31,30, 2026, we have excess borrowing capacity for general corporate purposes of approximately $2.3 billion under our multi-currency revolving senior credit facility.

At MarchJune 31,30, 2026, we were in compliance with the various covenant requirements of all our debt facilities.

To satisfy our performance bond obligation with Singapore Exchange Limited, we may pledge irrevocable standby letters of credit. At MarchJune 31,30, 2026, 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 MarchJune 31,30, 2026:

Liquidity and Cash Management. Cash and cash equivalents, excluding restricted cash and restricted cash equivalents, totaled $2.4$2.1 billion and $4.4 billion at MarchJune 31,30, 2026 and December 31, 2025, 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. Cash performance bonds and guarantee fund contribution assets are deemed to be restricted cash and restricted cash equivalents.

We maintain 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 $0.01 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 MarchJune 31,30, 2026, the maximum remaining value of shares to be repurchased was $2.2$1.5 billion.