Cme Group Inc 10-Q for FY2026 Q3
Cme Group Inc. (CME)
10-Q
2026-10-23
For: 2026-09-30
View Original
Added on
October 23, 2026
About this 10-Q
Cme Group Inc filed this 10-Q on October 23, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
CME Group reported third-quarter 2026 revenue of 1,737.3, up 13%, net income of 1,036.9, up 14%, and diluted earnings per common share of 2.89, up 16%; nine-month operating cash flow was 3,292.9. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.74B
- up 13.0% from $1.54B a year earlier
- Net income
- $1.04B
- up 14.2% from net income of $908M a year earlier
- Diluted EPS
- $2.89
- up 16.1% from $2.49 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________________________
FORM 10-Q
_________________________________________________________
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
- OR -
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-31553
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
(312 ) 930-1000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | ||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The number of shares outstanding of each of the registrant’s classes of common stock as of October 14, 2026 was as follows: 357,930,746 shares of Class A common stock, $0.01 par value; 625 shares of Class B-1 common stock, $0.01 par value; 813 shares of Class B-2 common stock, $0.01 par value; 1,287 shares of Class B-3 common stock, $0.01 par value; and 413 shares of Class B-4 common stock, $0.01 par value.
1
CME GROUP INC.
FORM 10-Q
INDEX
| Page | ||||||||
| Item 1. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
| Item 4. | ||||||||
| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 5. | ||||||||
| Item 6. | ||||||||
2
PART I. FINANCIAL INFORMATION
Certain Terms
All references to “options” or “options contracts” in the text of this document refer to options on futures contracts.
Further information about CME Group and its products can be found at http://www.cmegroup.com. Information made available on our website does not constitute a part of this Quarterly Report on Form 10-Q.
Information about Contract Volume and Average Rate per Contract
Unless otherwise noted, all amounts regarding contract volume and average rate per contract are for CME Group's listed futures and options on futures contracts and exclude CME Group's event contracts.
Trademark Information
CME Group, the Globe logo, CME, Chicago Mercantile Exchange, Globex, and E-mini are trademarks of Chicago Mercantile Exchange Inc. (CME), CBOT and Chicago Board of Trade are trademarks of Board of Trade of the City of Chicago, Inc. NYMEX, New York Mercantile Exchange and ClearPort are trademarks of New York Mercantile Exchange, Inc. COMEX is a trademark of Commodity Exchange, Inc. BrokerTec is a trademark of BrokerTec Americas LLC and EBS is a trademark of EBS Group Limited. Dow Jones, Dow Jones Industrial Average, S&P 500 and S&P are service and/or trademarks of Dow Jones Trademark Holdings LLC, Standard & Poor's Financial Services LLC and S&P Dow Jones Indices LLC, as the case may be, and have been licensed for use by CME. All other trademarks are the property of their respective owners.
Forward-Looking Statements
From time to time, in this Quarterly Report on Form 10-Q as well as in other written reports and verbal statements, we discuss our expectations regarding future performance. These forward-looking statements are identified by their use of terms and phrases such as “believe,” “anticipate,” “could,” “estimate,” “intend,” “may,” “plan,” “expect” and similar expressions, including references to assumptions. These forward-looking statements are based on currently available competitive, financial and economic data, current expectations, estimates, forecasts and projections about the industries in which we operate and management's beliefs and assumptions. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied in any forward-looking statements. We want to caution you not to place undue reliance on any forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Among the factors that might affect our performance are:
•increasing competition by foreign and domestic entities, including increased competition from new entrants into our markets and consolidation of existing entities; our ability to keep pace with rapid technological developments, including our ability to complete the development, implementation and maintenance of the enhanced functionality required by our customers while maintaining reliability and ensuring that such technology is not vulnerable to security risks;
•our ability to continue introducing innovative and competitive new products and services on a timely, cost-effective basis, including through our electronic trading capabilities, and derive revenues that are commensurate with our efforts and expectations, and our ability to maintain the competitiveness of our existing products and services;
•our ability to adjust our fixed costs and expenses if our revenues decline;
•our ability to manage variable costs associated with CME Group's transition to the Google Cloud, and minimizing the duplicative costs of maintaining both on-premise and Google Cloud environments during the transition;
•the resilience of our electronic platforms and the soundness of our business continuity and disaster recovery plans, including in the event of cyberattacks and cyberterrorism or as impacted by a failure of or disruption at one of our suppliers;
•our ability to maintain existing customers at substantially similar trading levels, develop strategic relationships and attract new customers;
•our ability to expand and globally offer our products and services;
•changes in regulations, including the impact of any changes in laws or government policies with respect to our products or services or our industry, such as any changes to regulations and policies that require increased financial and operational resources from us or our customers, as well as the impact of tariffs and tax policy changes, restrictions on our ability to offer CME Group products and services in specific geographies or to specific customers or limitations or changes in underlying/physical product flows across geographies;
•the costs associated with protecting our intellectual property rights and our ability to operate our business without violating the intellectual property rights of others;
•decreases in revenue from our market data as a result of decreased demand or changes to regulations in various jurisdictions;
3
•changes in our rate per contract due to shifts in the mix of the products traded, the trading venue and the mix of customers (whether the customer receives member or non-member fees or participates in one of our various incentive programs) and the impact of our tiered pricing structure;
•the ability of our credit and liquidity risk management practices to adequately protect us from the credit risks of clearing firms and other counterparties, and to satisfy the margin and liquidity requirements associated with the BrokerTec matched principal business;
•the ability of our compliance and risk management programs to effectively monitor and manage our risks, including our ability to prevent errors and misconduct and protect our infrastructure against security breaches and misappropriation of our intellectual property assets;
•our dependence on third-party providers and exposure to risk from third parties, including risks related to the performance, reliability and security of technology used by, or facilities provided by, our third-party providers and third-party providers that our clients and third-parties rely on;
•our reliance on third-party distribution partners, including independent software vendors (ISVs), futures commission merchants (FCMs), introducing brokers, broker-dealers, regulatory reporting and data distributors and platform operators, and other partners, for facilitating trading and for market data information, and potential impacts from changes in their business models and priorities;
•volatility in commodity, equity and fixed income prices, and price volatility of financial benchmarks and instruments such as interest rates, equity indices, fixed income instruments and foreign exchange rates; economic, social, political and market conditions, including the volatility of the capital and credit markets and the impact of economic conditions on the trading activity of our current and potential customers;
•our ability to accommodate increases in contract volume and market data and order transaction traffic across the entire trade cycle and the ability to implement enhancements meeting our regulatory obligations and customer needs without failure or degradation of the performance of our trading and clearing systems;
•our ability to execute our growth strategy and maintain our growth effectively;
•our ability to manage the risks, control the costs and achieve the synergies associated with and benefits from our strategy for acquisitions, investments, alliances, strategic partnerships and joint ventures;
•variances in earnings on cash accounts and collateral that our clearing house holds;
•impact of CME Group pricing/fee level and structure and incentive changes;
•impact of aggregation services and internalization on trade flow and volumes;
•any negative financial impacts from changes to the terms of intellectual property and index rights;
•our ability to continue to generate funds and/or manage our indebtedness to allow us to continue to invest in our business;
•industry, channel partner and customer consolidation and/or concentration;
•decreases in trading and clearing activity;
•the imposition of a transaction tax or user fee on futures and options transactions and/or repeal of the 60/40 tax treatment of such transactions;
•increases in effective tax rates, borrowing costs or changes in tax policy;
•our ability to maintain our brand and reputation; and
•the unfavorable resolution of material legal proceedings.
For a detailed discussion of these and other factors that might affect our performance, see Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 26, 2026 and Item 1A. in Part II of this Quarterly Report on Form 10-Q.
4
| ITEM 1. | FINANCIAL STATEMENTS | ||||
CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in millions, except par value data; shares in thousands)
| September 30, 2026 | December 31, 2025 | |||||||||||||
| (unaudited) | ||||||||||||||
| Assets | ||||||||||||||
| Current Assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Marketable securities | ||||||||||||||
Accounts receivable, net of allowance of $ | ||||||||||||||
Other current assets (includes $ | ||||||||||||||
| Performance bonds and guaranty fund contributions | ||||||||||||||
| Total current assets | ||||||||||||||
Property, net of accumulated depreciation and amortization of $ | ||||||||||||||
| Intangible assets—trading products | ||||||||||||||
| Intangible assets—other, net | ||||||||||||||
| Goodwill | ||||||||||||||
| Other assets | ||||||||||||||
| Total Assets | $ | $ | ||||||||||||
| Liabilities and Equity | ||||||||||||||
| Current Liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Other current liabilities | ||||||||||||||
| Performance bonds and guaranty fund contributions | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Deferred income tax liabilities, net | ||||||||||||||
| Other liabilities | ||||||||||||||
| Total Liabilities | ||||||||||||||
| Shareholders’ Equity: | ||||||||||||||
Preferred stock, $ | ||||||||||||||
Class A common stock, $ | ||||||||||||||
Class B common stock, $ | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive income (loss) | ||||||||||||||
| Total CME Group Shareholders’ Equity | ||||||||||||||
| Total Liabilities and Equity | $ | $ | ||||||||||||
See accompanying notes to unaudited consolidated financial statements.
5
CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(dollars in millions, except per share data; shares in thousands)
(unaudited)
| Quarter Ended | Nine Months Ended | |||||||||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Revenues | ||||||||||||||||||||||||||
| Clearing and transaction fees | $ | $ | $ | $ | ||||||||||||||||||||||
| Market data and information services | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total Revenues | ||||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||
| Compensation and benefits | ||||||||||||||||||||||||||
| Technology | ||||||||||||||||||||||||||
| Professional fees and outside services | ||||||||||||||||||||||||||
| Amortization of purchased intangibles | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| Licensing and other fee agreements | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total Expenses | ||||||||||||||||||||||||||
| Operating Income | ||||||||||||||||||||||||||
| Non-Operating Income (Expense) | ||||||||||||||||||||||||||
| Investment income | ||||||||||||||||||||||||||
| Interest and other borrowing costs | ( | ( | ( | ( | ||||||||||||||||||||||
| Equity in net earnings of unconsolidated subsidiaries | ||||||||||||||||||||||||||
| Other non-operating income (expense) | ( | ( | ( | ( | ||||||||||||||||||||||
| Total Non-Operating Income (Expense) | ||||||||||||||||||||||||||
| Income before Income Taxes | ||||||||||||||||||||||||||
| Income tax provision | ||||||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||||||||||||||||
| Earnings per Share Attributable to Common Shareholders of CME Group: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
| Weighted Average Number of Common Shares: | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
See accompanying notes to unaudited consolidated financial statements.
6
CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
(unaudited)
| Quarter Ended | Nine Months Ended | |||||||||||||||||||||||||
| September 30, | September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net Income | $ | $ | $ | $ | ||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | ||||||||||||||||||||||||||
| Investment securities: | ||||||||||||||||||||||||||
| Net unrealized holding gains (losses) arising during the period | ( | |||||||||||||||||||||||||
| Income tax benefit (expense) | ( | ( | ||||||||||||||||||||||||
| Investment securities, net | ( | |||||||||||||||||||||||||
| Defined benefit plans: | ||||||||||||||||||||||||||
| Net change in defined benefit plans arising during the period | ( | ( | ||||||||||||||||||||||||
| Amortization of net actuarial (gains) losses included in compensation and benefits expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Income tax benefit (expense) | ||||||||||||||||||||||||||
| Defined benefit plans, net | ( | ( | ( | |||||||||||||||||||||||
| Derivative investments: | ||||||||||||||||||||||||||
| Reclassification of net unrealized (gains) losses to interest expense and other non-operating income (expense) | ( | ( | ( | ( | ||||||||||||||||||||||
| Income tax benefit (expense) | ||||||||||||||||||||||||||
| Derivative investments, net | ( | ( | ( | ( | ||||||||||||||||||||||
| Foreign currency translation: | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ||||||||||||||||||||||||
| Income tax benefit (expense) | ( | |||||||||||||||||||||||||
| Foreign currency translation, net | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | ||||||||||||||||||||||||
| Comprehensive Income | $ | $ | $ | $ | ||||||||||||||||||||||
See accompanying notes to unaudited consolidated financial statements.
7
CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(dollars in millions, except per share data; shares in thousands)
(unaudited)
| Nine Months Ended, September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock (Shares) | Class A Common Stock (Shares) | Class B Common Stock (Shares) | Preferred Stock, Common Stock and Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total CME Group Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock of $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Series G preferred stock to Class A common stock | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of issued restricted Class A common stock | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued to Board of Directors | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under Employee Stock Purchase Plan | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of Class A common stock (1) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Quarter Ended, September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock (Shares) | Class A Common Stock (Shares) | Class B Common Stock (Shares) | Preferred Stock, Common Stock and Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total CME Group Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common stock of $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of issued restricted Class A common stock | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Repurchase of Class A common stock (1) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
(1) In December 2024, the board of directors approved a share repurchase program (the Share Repurchase Program), which authorizes the repurchase of up to $3.0 billion of CME Group Class A common stock at prevailing market prices. During the three and nine months ended September 30, 2026, 2,047,234 and 6,432,010 shares of outstanding Class A common stock were repurchased, respectively. The average price was $255.81 per share for a total of $0.5 billion (excluding excise tax) during the third quarter of 2026 and $272.89 per share for a total of $1.8 billion (excluding excise tax) for the first nine months of 2026. The remaining aggregate amount under the existing Share Repurchase Program is $1.0 billion as of September 30, 2026. Shares are retired upon repurchase and not held as treasury stock.
8
CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(dollars in millions, except per share data; shares in thousands)
(unaudited)
| Nine Months Ended, September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Preferred Stock (Shares) | Class A Common Stock (Shares) | Class B Common Stock (Shares) | Preferred Stock, Common Stock and Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total CME Group Shareholders’ Equity | |||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | |||||||||||||||||||||||||||||||||||||||||
Dividends on common and preferred stock of $ | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Vesting of issued restricted Class A common stock | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Shares issued to Board of Directors | |||||||||||||||||||||||||||||||||||||||||
| Shares issued under Employee Stock Purchase Plan | |||||||||||||||||||||||||||||||||||||||||
Repurchase of Class A common stock (1) | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||
| Quarter Ended, September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Preferred Stock (Shares) | Class A Common Stock (Shares) | Class B Common Stock (Shares) | Preferred Stock, Common Stock and Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total CME Group Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
Dividends on common and preferred stock of $ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Vesting of issued restricted Class A common stock | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||
(1) In December 2024, the board of directors approved a share repurchase program (the Share Repurchase Program), which authorizes the repurchase of up to $3.0 billion of CME Group Class A common stock at prevailing market prices. During the three and nine months ended September 30, 2025, 0 and 32,265 shares of outstanding Class A common stock were repurchased at an average price of $253.05 8.2 3.0 billion as of September 30, 2025. Shares are retired upon repurchase and not held as treasury stock.
See accompanying notes to unaudited consolidated financial statements.
9
CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
(unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash Flows from Operating Activities | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Stock-based compensation | ||||||||||||||
| Amortization of purchased intangibles | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Net realized and unrealized (gains) losses on investments | ( | |||||||||||||
| Deferred income taxes | ( | ( | ||||||||||||
| Change in: | ||||||||||||||
| Accounts receivable | ( | ( | ||||||||||||
| Other current assets | ( | ( | ||||||||||||
| Other assets | ||||||||||||||
| Accounts payable | ( | ( | ||||||||||||
| Income taxes payable | ( | |||||||||||||
| Other current liabilities | ( | |||||||||||||
| Other liabilities | ( | ( | ||||||||||||
| Other | ( | ( | ||||||||||||
| Net Cash Provided by Operating Activities | ||||||||||||||
| Cash Flows from Investing Activities | ||||||||||||||
| Proceeds from maturities of available-for-sale marketable securities | ||||||||||||||
| Purchases of available-for-sale marketable securities | ( | ( | ||||||||||||
Purchases of property, net | ( | ( | ||||||||||||
| Investments in privately-held equity investments | ( | ( | ||||||||||||
| Net Cash Used in Investing Activities | ( | ( | ||||||||||||
| Cash Flows from Financing Activities | ||||||||||||||
| Proceeds from debt, net of issuance costs | ||||||||||||||
| Repayment of debt | ( | |||||||||||||
| Cash dividends | ( | ( | ||||||||||||
| Repurchase of Class A common stock, including costs | ( | ( | ||||||||||||
| Change in performance bond and guaranty fund contributions | ( | |||||||||||||
| Employee taxes paid on restricted stock vesting | ( | ( | ||||||||||||
| Other | ( | ( | ||||||||||||
| Net Cash (Used in) Provided by Financing Activities | ( | |||||||||||||
10
CME GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in millions)
(unaudited)
| Nine Months Ended September 30, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Net change in cash, cash equivalents, restricted cash and restricted cash equivalents | $ | ( | $ | |||||||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents, beginning of period | ||||||||||||||
| Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, End of Period | $ | $ | ||||||||||||
| Reconciliation of cash, cash equivalents, restricted cash and restricted cash equivalents: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Short-term restricted cash | ||||||||||||||
| Restricted cash and restricted cash equivalents (performance bonds and guaranty fund contributions) | ||||||||||||||
| Total | $ | $ | ||||||||||||
| Supplemental Disclosure of Cash Flow Information | ||||||||||||||
| Income taxes paid, net of refunds | $ | $ | ||||||||||||
| Interest paid | ||||||||||||||
See accompanying notes to unaudited consolidated financial statements.
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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The consolidated financial statements consist of CME Group Inc. (CME Group) and its subsidiaries (collectively, the company), including Chicago Mercantile Exchange Inc. (CME), Board of Trade of the City of Chicago, Inc. (CBOT), New York Mercantile Exchange, Inc. (NYMEX), Commodity Exchange, Inc. (COMEX) and NEX Group Limited (NEX). The clearing house is operated by CME.
The accompanying interim consolidated financial statements have been prepared by CME Group without audit. Certain notes and other information normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted. In the opinion of management, the accompanying consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) considered necessary to present fairly the financial position of the company at September 30, 2026 and December 31, 2025 and the results of operations and cash flows for the periods indicated. Quarterly results are not necessarily indicative of results for any subsequent period.
The accompanying consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in CME Group’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (SEC) on February 26, 2026.
2. Accounting Policies
Newly Adopted Accounting Policies. In July 2025, the FASB issued an accounting standards update which provides a practical expedient when estimating the amount of expected credit losses on current accounts receivable and current contract assets. This update permits entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. Therefore, entities will not need to develop reasonable and supportable forecasts of future economic conditions. The practical expedient must be applied consistently across all current accounts receivable and current contract assets. The company adopted this standard on January 1, 2026, and has elected to apply the practical expedient. The adoption of this guidance did not have a material impact on our consolidated financial statements.
3. Revenue Recognition
The company generates revenue from customers from the following sources:
Clearing and transaction fees. Clearing and transaction fees include per-contract charges for trade matching, clearing, trading on the company's electronic trading platforms, portfolio reconciliation and compression services, risk mitigation, and other fees. Clearing and transaction fees are assessed upfront at the time of trade execution. As such, the company recognizes the majority of the fee revenue upon successful execution of the trade. The minimal remaining portion of the fee revenue related to settlement activities performed after trade execution is recognized over the short-term period that the contract is outstanding, based on management’s estimates of the average contract lifecycle. These estimates are based on various assumptions to approximate the amount of fee revenue to be attributed to services performed through contract settlement, expiration, or termination. For cleared trades, these assumptions include the average number of days that a contract remains in open interest, contract turnover, average revenue per day, and revenue remaining in open interest at the end of each period.
The nature of contracts gives rise to several types of variable consideration, including volume-based pricing tiers, customer incentives associated with market maker programs and other fee discounts. The company includes fee discounts and incentives in the estimated transaction price when there is a basis to reasonably estimate the amount of the fee reduction. These estimates are based on historical experience, anticipated performance, and best judgment at the time. Because of the company's certainty in estimating these amounts, they are included in the transaction price of contracts.
Market data and information services. Market data and information services represent revenue from the dissemination of market data to subscribers, distributors, and other third-party licensees of market data. Pricing for market data is primarily based on the number of reportable devices used as well as the number of subscribers enrolled under the arrangement. Fees for these services are generally billed monthly. Market data services are satisfied over time and revenue is recognized on a monthly basis as the customers receive and consume the benefit of the market data services. However, the company also maintains certain annual license arrangements with one-time upfront fees. The fees for annual licenses are initially recorded as a contract liability and recognized as revenue monthly over the term of the annual period.
Other. Other revenues include certain access and communication fees, fees for collateral management, equity membership subscription fees, and fees for trade order routing through agreements from various strategic relationships. Access and communication fees are charged to customers that utilize various telecommunications networks and communications services. Fees for these services are generally billed monthly and the associated fee revenue is recognized as billed. Collateral management fees are charged to clearing firms that have collateral on deposit with the clearing house to meet their minimum performance bond and guaranty fund obligations on the exchange. These fees are calculated based on daily collateral balances
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The following table represents a disaggregation of revenue from contracts with customers by product line for the quarters and nine months ended September 30, 2026 and 2025:
| Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Interest rates | $ | $ | $ | $ | ||||||||||||||||||||||
| Equity indexes | ||||||||||||||||||||||||||
| Foreign exchange | ||||||||||||||||||||||||||
| Energy | ||||||||||||||||||||||||||
| Agricultural commodities | ||||||||||||||||||||||||||
| Metals | ||||||||||||||||||||||||||
| BrokerTec fixed income | ||||||||||||||||||||||||||
| EBS foreign exchange | ||||||||||||||||||||||||||
| Interest rate swap and other | ||||||||||||||||||||||||||
| Total clearing and transaction fees | ||||||||||||||||||||||||||
| Market data and information services | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ||||||||||||||||||||||
| Timing of Revenue Recognition | ||||||||||||||||||||||||||
| Services transferred at a point in time | $ | $ | $ | $ | ||||||||||||||||||||||
| Services transferred over time | ||||||||||||||||||||||||||
| One-time charges and miscellaneous revenues | ||||||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | ||||||||||||||||||||||
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, and customer advances and deposits (contract liabilities) on the consolidated balance sheets. Certain fees for transactions, annual licenses, and other revenue arrangements are billed upfront before revenue is recognized, which results in the recognition of contract liabilities. These liabilities are recognized on the consolidated balance sheets on a contract-by-contract basis upon commencement of services under the customer contract. These upfront customer payments are recognized as revenue over time as the obligations under the contracts are satisfied. Changes in the contract liability balances during the third quarter of 2026 were not materially impacted by any other factors. The balance of contract liabilities was $35.0 million and $16.7 million as of September 30, 2026 and December 31, 2025, respectively.
4. Performance Bonds and Guaranty Fund Contributions
Performance Bonds and Guaranty Fund Contribution Reinvestment. CME reinvests cash performance bonds and guaranty fund contributions and distributes a portion of the interest earned back to the clearing firms. The reinvestment of cash can include certain commercial and central bank deposits, government securities, reverse repurchase agreements, and money market funds. CME has been designated as a systemically important financial market utility by the Financial Stability Oversight Council and is authorized to maintain cash accounts at the Federal Reserve Bank of Chicago. At September 30, 2026, CME maintained $139.1 billion within the cash account at the Federal Reserve Bank of Chicago. The cash deposit at the Federal Reserve Bank of Chicago is included within performance bonds and guaranty fund contributions on the consolidated balance sheets. Cash performance bonds and guaranty fund contributions are included as restricted cash and restricted cash equivalents on the consolidated statements of cash flows.
In the third quarter and first nine months of 2026, earnings from cash performance bond and guaranty fund contributions were $1,391.7 million and $4,151.5 million, respectively, compared with $1,514.1 million and $3,875.3 million in the third quarter
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and first nine months of 2025. In the third quarter and first nine months of 2026, expenses related to the distribution of interest earned on collateral reinvestments were $1,269.0 million and $3,783.9 million, respectively, compared with $1,399.2 million and $3,578.5 million in the third quarter and first nine months of 2025. The earnings from cash performance bonds and guaranty fund contributions are included in investment income and the expense related to the distribution of interest earned is included in other non-operating income (expense) on the consolidated statements of income.
Clearing House Contract Settlement. The clearing house marks-to-market open positions at least once each business day (twice each business day for all futures and options contracts). Based on values derived from the mark-to-market process, the clearing house requires payments from clearing firms whose positions have lost value and makes payments to clearing firms whose positions have gained value. Under the extremely unlikely scenario of simultaneous default by every clearing firm who has open positions with unrealized losses, the maximum exposure at the time of default related to futures and options on futures positions would be one half of a business day of changes in fair value of all open positions, before considering the clearing house's ability to access defaulting clearing firms' collateral deposits. For cleared interest rate swap contracts, the maximum exposure at the time of default related to the clearing house's guarantee would be one full business day of changes in fair value of all open positions, before considering the clearing house's ability to access defaulting clearing firms' collateral.
5. Intangible Assets and Goodwill
Intangible assets consisted of the following at September 30, 2026 and December 31, 2025:
| September 30, 2026 | December 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Assigned Value | Accumulated Amortization | Net Book Value | Assigned Value | Accumulated Amortization | Net Book Value | ||||||||||||||||||||||||||||||||||||||||||||
| Amortizable Intangible Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Clearing firm, market data and other customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Technology-related intellectual property | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||
| Total amortizable intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||
| Indefinite-Lived Intangible Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Trade names | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Total intangible assets – other, net | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
Trading products (1) | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
(1)Trading products represent futures and options products acquired in our business combinations with CBOT Holdings, Inc., NYMEX Holdings, Inc. and The Board of Trade of Kansas City, Missouri, Inc. Clearing and transaction fees are generated through the trading of these products. These trading products, most of which have traded for decades, require authorization from the Commodity Futures Trading Commission (CFTC). Product authorizations from the CFTC have no term limits.
Total amortization expense for intangible assets was $56.0 million and $56.2 million for the quarters ended September 30, 2026 and 2025, respectively. Total amortization expense for intangible assets was $168.1 million and $167.5 million for the nine months ended September 30, 2026 and 2025, respectively. During the nine months ended September 30, 2026, the net book value of amortizable intangible assets included $2.5 million of foreign currency translation loss for the period.
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As of September 30, 2026, the future estimated amortization expense related to amortizable intangible assets is expected to be as follows:
| (in millions) | Amortization Expense | ||||
| Remainder of 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
Goodwill activity consisted of the following for the periods ended September 30, 2026 and December 31, 2025:
| (in millions) | Goodwill | |||||||
| Balance at December 31, 2024 | $ | |||||||
| Foreign currency translation | ||||||||
| Balance at December 31, 2025 | ||||||||
| Foreign currency translation | ( | |||||||
| Balance at September 30, 2026 | $ | |||||||
6. Debt
| (in millions) | September 30, 2026 | December 31, 2025 | ||||||||||||
$ | $ | $ | ||||||||||||
$ | ||||||||||||||
$ | ||||||||||||||
$ | ||||||||||||||
$ | ||||||||||||||
| Total long-term debt | $ | $ | ||||||||||||
Long-term debt maturities, at par value, were as follows at September 30, 2026:
| (in millions) | Par Value | ||||
| 2027 | $ | ||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| 2031 | |||||
| Thereafter | |||||
7. Contingencies
Legal and Regulatory Matters. In the normal course of business, the company discusses matters with its regulators raised during regulatory examinations or otherwise subject to their inquiry and oversight. These matters could result in censures, fines, penalties or other sanctions. Management believes the outcome of any resulting actions will not have a material impact on the company's consolidated financial position or results of operations. However, the company is unable to predict the outcome or the timing of the ultimate resolution of these matters, or the potential fines, penalties or injunctive or other equitable relief, if any, that may result from these matters.
A putative class action complaint was filed January 15, 2014 in the Circuit Court of Cook County, Chancery Division, against CME Group Inc. and the Board of Trade of the City of Chicago, Inc. The plaintiffs, certain Class B shareholders of CME Group
15
and Class B members of CBOT, allege breach of contract and breach of the implied covenant of good faith and fair dealing for violations of their core rights granted in the defendants’ respective Certificates of Incorporation. On December 2, 2021, the court granted the plaintiffs’ motion for certification of a damages-only class. In early 2024, the defendants moved for summary judgment on all claims. On April 16, 2025, the court granted the motion in part and denied the motion in part, and set the remaining claims for a jury trial. After a three week trial, on July 25, 2025, the jury returned a unanimous verdict in favor of the defendants on all counts. On June 15, 2026, the court denied the plaintiffs' post-trial motions. The plaintiffs have filed a notice of appeal.
In addition, the company is a defendant in, and has potential for, various other legal proceedings arising from its regular business activities. While the ultimate results of such proceedings against the company cannot be predicted with certainty, the company believes that the resolution of any of these matters on an individual or aggregate basis will not have a material impact on its consolidated financial position or results of operations. No accrual was required for contingent legal and regulatory matters as none were probable and estimable as of September 30, 2026 and December 31, 2025.
Intellectual Property Indemnifications. Certain agreements with customers and other third parties related to accessing the CME Group platforms, utilizing market data services and licensing CME SPAN and SPAN 2 software may contain indemnifications from intellectual property claims that may be made against them as a result of their use of the applicable products and/or services. The potential future claims relating to these indemnifications cannot be estimated and therefore no liability has been recorded.
8. Leases
The company has operating leases for corporate offices. The operating leases have remaining lease terms of up to 12 years, some of which include options to extend or renew the leases for up to an additional five years , and some of which include options to early terminate the leases in less than 12 months. Management evaluates whether these options are exercisable at least quarterly in order to determine whether the contract term must be reassessed. For a small number of the leases, primarily the international locations, management’s approach is to enter into short-term leases for a lease term of 12 months or less in order to provide for greater flexibility in the local environment. For certain office spaces, the company has entered into arrangements to sublease excess space to third parties, while the original lease contract remains in effect with the landlord.
The company also has one finance lease, which is related to the sale of our data center in 2016. In connection with the sale, the company leased back a portion of the property. The transaction was recognized under the financing method and not as a sale leaseback arrangement.
The right-of-use lease asset is recorded within other assets, and the present value of the lease liability is recorded within other liabilities (segregated between short term and long term) on the consolidated balance sheets. The discount rate applied to the lease payments represents the company’s incremental borrowing rate.
The components of lease costs were as follows:
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Operating lease expense: | |||||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Short-term lease cost | |||||||||||||||||||||||
| Total operating lease expense included in other expense | $ | $ | $ | $ | |||||||||||||||||||
| Finance lease expense: | |||||||||||||||||||||||
| Interest expense | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation expense | |||||||||||||||||||||||
| Total finance lease expense | $ | $ | $ | $ | |||||||||||||||||||
| Sublease revenue included in other revenue | $ | $ | $ | $ | |||||||||||||||||||
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Supplemental cash flow information related to leases was as follows:
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Cash outflows for operating leases | $ | $ | $ | $ | |||||||||||||||||||
| Cash outflows for finance lease | |||||||||||||||||||||||
Supplemental balance sheet information related to leases was as follows:
Operating leases
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Operating lease right-of-use assets | $ | $ | |||||||||
| Operating lease liabilities: | |||||||||||
| Other current liabilities | $ | $ | |||||||||
| Other liabilities | |||||||||||
| Total operating lease liabilities | $ | $ | |||||||||
| Weighted average remaining lease term (in months) | |||||||||||
| Weighted average discount rate | % | % | |||||||||
Finance lease
| (in millions) | September 30, 2026 | December 31, 2025 | |||||||||
| Finance lease right-of-use assets | $ | $ | |||||||||
| Finance lease liabilities: | |||||||||||
| Other current liabilities | $ | $ | |||||||||
| Other liabilities | |||||||||||
| Total finance lease liabilities | $ | $ | |||||||||
| Weighted average remaining lease term (in months) | |||||||||||
| Weighted average discount rate | % | % | |||||||||
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Future minimum lease payments were as follows as of September 30, 2026 for operating and finance leases:
| (in millions) | Operating Leases | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 | ||||||||
| Thereafter | ||||||||
| Total lease payments | ||||||||
| Less: imputed interest | ( | |||||||
| Present value of lease liability | $ | |||||||
| (in millions) | Finance Leases | |||||||
| Remainder of 2026 | $ | |||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| 2030 | ||||||||
| 2031 | ||||||||
| Thereafter | ||||||||
| Total lease payments | ||||||||
| Less: imputed interest | ( | |||||||
| Present value of lease liability | $ | |||||||
9. Guarantees
Mutual Offset Agreement. CME and Singapore Exchange Limited (SGX) maintain a mutual offset agreement with a current term through April 2027. This agreement enables market participants to open a futures position on one exchange and liquidate it on the other. The term of the agreement will automatically renew for a two-year period after April 2027 unless either party provides advance notice of their intent to terminate. CME can maintain collateral in the form of irrevocable, standby letters of credit. At September 30, 2026, CME was contingently liable to SGX on letters of credit totaling $450.0 million. CME also maintains a $350.0 million line of credit to meet any variation margin obligations, as well as an additional $250.0 million line of credit to meet any initial margin obligations under this agreement. Regardless of the collateral, CME guarantees all cleared transactions submitted through SGX and would initiate procedures designed to satisfy these financial obligations in the event of a default, such as the use of performance bonds and guaranty fund contributions of the defaulting clearing firm. Management has assessed the fair value of the company’s guarantee liability under this mutual offset agreement by taking the following factors into consideration: the design and operations of the clearing risk management process, the financial safeguard packages in place, historical evidence of default by a clearing firm and the estimated probability of potential payouts by the clearing house. Based on the assessment performed, management estimates the guarantee liability to be nominal and therefore has not recorded any liability at September 30, 2026 and December 31, 2025.
Family Farmer and Rancher Protection Fund. In 2012, the company established the Family Farmer and Rancher Protection Fund (the Fund). The Fund is designed to provide payments, up to certain maximum levels, to family farmers, ranchers and other agricultural industry participants who use the company’s agricultural commodity products and who suffer losses to their segregated account balances due to their CME clearing firm becoming insolvent. Under the terms of the Fund, farmers and ranchers are eligible for up to $25,000 per participant. Farming and ranching cooperatives are eligible for up to $100,000 per cooperative. The Fund was established with a maximum of $100.0 million available for distribution to participants. Since its establishment, the Fund has made payments of approximately $2.0 million, which leaves $98.0 million available for future claims. If, at any time, payments due to participants were to exceed the amount remaining in the Fund, payments would be pro-rated. Clearing firms and customers must register with the company in advance and provide certain documentation in order to substantiate their eligibility. The company believes that its guarantee liability is nominal and therefore has not recorded any liability at September 30, 2026 and December 31, 2025.
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10. Accumulated Other Comprehensive Income (Loss)
The following tables present changes in the accumulated balances for each component of other comprehensive income (loss), including current period other comprehensive income (loss) and reclassifications out of accumulated other comprehensive income (loss):
| (in millions) | Investment Securities | Defined Benefit Plans | Derivative Investments | Foreign Currency Translation | Total | ||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications and income tax benefit (expense) | ( | ( | ( | ( | |||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||
| Income tax benefit (expense) | |||||||||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||
| (in millions) | Investment Securities | Defined Benefit Plans | Derivative Investments | Foreign Currency Translation | Total | ||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications and income tax benefit (expense) | ( | ||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||
| Income tax benefit (expense) | ( | ( | ( | ||||||||||||||||||||||||||
| Net current period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | ( | $ | ( | $ | $ | $ | ||||||||||||||||||||||
11. Fair Value Measurements
The company uses a three-level classification hierarchy of fair value measurements for disclosure purposes:
•Level 1 inputs, which are considered the most reliable evidence of fair value, consist of quoted prices (unadjusted) for identical assets or liabilities in active markets.
•Level 2 inputs consist of observable market data, such as quoted prices for similar assets and liabilities in active markets, or inputs other than quoted prices that are directly observable.
•Level 3 inputs consist of unobservable inputs which are derived and cannot be corroborated by market data or other entity-specific inputs.
The company’s level 1 assets generally include investments in publicly traded mutual funds, equity securities and corporate debt securities with quoted market prices. In general, the company uses quoted prices in active markets for identical assets to determine the fair value of marketable securities.
The company’s level 2 assets and liabilities generally consist of long-term debt notes. The fair values of the long-term debt notes were based on quoted market prices in an inactive market.
The company’s level 3 assets and liabilities include certain investments that were adjusted to fair value.
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Recurring Fair Value Measurements. Financial assets and liabilities recorded at fair value on the consolidated balance sheet as of September 30, 2026 were classified in their entirety based on the lowest level of input that was significant to each asset and liability’s fair value measurement. The following table presents financial instruments measured at fair value on a recurring basis:
| September 30, 2026 | ||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
| Assets at Fair Value: | ||||||||||||||||||||||||||
| Marketable securities: | ||||||||||||||||||||||||||
| Corporate debt securities | $ | $ | $ | $ | ||||||||||||||||||||||
| Mutual funds | ||||||||||||||||||||||||||
| Equity securities | ||||||||||||||||||||||||||
| Total Marketable Securities | ||||||||||||||||||||||||||
| Total Assets at Fair Value | $ | $ | $ | $ | ||||||||||||||||||||||
Non-Recurring Fair Value Measurements. The company recognized impairment charges of $28.9 million related to two of its privately-held equity investments during the first nine months of 2026. The fair value of one of the investments was estimated to be zero at the impairment date and the fair value of the other investment was estimated to be $1.6 million at the impairment date. The company also recognized unrealized gains on investments of $7.6 million on equity investments without readily determinable fair values during the first nine months of 2026. The fair values of these investments were estimated to be $27.7 million at September 30, 2026. This fair value assessment was based on quantitative factors, including observable price changes. The fair value measurement of these investments are considered level 3 and non-recurring. These investments are included in other assets on the consolidated balance sheet.
Fair Values of Debt Notes. The following presents the estimated fair values of long-term debt notes, which are carried at amortized cost on the consolidated balance sheets. The fair values below are classified as level 2 under the fair value hierarchy and were estimated using quoted market prices in inactive markets.
At September 30, 2026, the fair values were as follows:
| (in millions) | Fair Value | Level | |||||||||
$ | $ | Level 2 | |||||||||
$ | Level 2 | ||||||||||
$ | Level 2 | ||||||||||
$ | Level 2 | ||||||||||
$ | Level 2 | ||||||||||
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12. Earnings Per Share
The company calculates basic earnings per share for the quarter ended September 30, 2026 by dividing net income by the weighted average number of shares of all classes of common stock outstanding for each reporting period. Diluted earnings per share reflects the increase in shares using the treasury stock method to reflect the impact of an equivalent number of shares of common stock if restricted stock awards were converted into common stock.
The company uses the two-class method for calculating basic EPS and the if-converted method for diluted EPS for the nine months ended September 30, 2026. This reflects the Series G preferred stock’s status as participating securities until their 1 :1 conversion into 4.6 million Class A common shares on March 5, 2026. The Series G preferred stock designation was eliminated as of September 24, 2026. Under the two-class method, undistributed or overdistributed earnings are allocated to common stock and participating securities according to their respective rights in undistributed or overdistributed earnings, as if all the earnings for the period had been distributed. Basic earnings per common share is computed by dividing the net income attributable to common shareholders by the weighted average number of common shares outstanding during the period. Net income attributable to common shareholders is reduced for preferred stock dividends earned during the period. Preferred stock also receives a proportionate allocation of undistributed or overdistributed earnings for the period because the shares of the Series G preferred stock have a contractual obligation to share in profits and losses of the company. Diluted earnings per share is computed using the if-converted method for the Series G preferred stock which assumes the conversion of all preferred shares into common shares at the beginning of the period. Accordingly, net income attributable to common shareholders is adjusted to add back the dividends and undistributed or overdistributed earnings previously allocated to the preferred stock, and the weighted average number of common shares outstanding is increased by the number of shares that would have been issued upon conversion of the preferred stock as of the beginning of the period plus potentially dilutive common shares. Anti-dilutive stock awards were as follows for the periods presented:
| Quarter Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Stock awards | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
The following table presents the earnings per share calculation for the periods presented:
| Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
Net Income (in millions) | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: preferred stock dividends | ( | ( | ||||||||||||||||||||||||
| Add: overdistributed earnings allocated to preferred stock | ||||||||||||||||||||||||||
| Less: undistributed earnings allocated to preferred stock | ( | ( | ||||||||||||||||||||||||
| Net Income Attributable to Common Shareholders of CME Group - Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Less: overdistributed earnings allocated to preferred stock | ( | |||||||||||||||||||||||||
| Net Income Attributable to Common Shareholders of CME Group - Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
Weighted Average Number of Common Shares (in thousands): | ||||||||||||||||||||||||||
| Basic | ||||||||||||||||||||||||||
| Effect of restricted stock and performance shares | ||||||||||||||||||||||||||
| Effect of convertible preferred shares | ||||||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
| Earnings per Common Share Attributable to Common Shareholders of CME Group: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | ||||||||||||||||||||||||||
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13. Segment Reporting
The company's business is conducted through one reportable business segment, CME Group consolidated. The company has one operating segment as this is the level at which resource allocation and operating decisions regarding company performance are evaluated and determined by the senior leadership team.
The chief operating decision maker (CODM) reviews the financial results of CME Group consolidated on an ongoing basis throughout the year. As a single segment, the segment profitability measure is consolidated net income. Consolidated net income informs key operating decisions as made by the CODM, which include bonus allocation, discretionary share-based awards, liquidity and cash needs, new product development, existing product expansion and product discontinuation. Consolidated net income is deemed the best indicator of segment performance. Segment assets are not reported to, or used by, the CODM to allocate resources or to assess performance.
The CODM evaluates current period consolidated net income performance as compared to prior periods, budgeted results and forecasts. The CODM reviews consolidated revenues as disaggregated by the following: clearing and transaction fees as a combination of rate per contract and average daily volume for each major asset class, market data fee revenue and other revenue. The significant expense categories are consistent with those presented on the face of the consolidated statements of income. The components of non-operating income are also reviewed by the CODM. It is noted that the level of financial information provided to the CODM is consistent with the financial statement line items as disclosed in our consolidated statements of income.
14. Subsequent Events
The company has evaluated subsequent events through the date the financial statements were issued. The company has determined that there were no subsequent events that met the requirement for recognition or disclosure in the consolidated financial statements.
22
| 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, 2025, filed with the SEC on February 26, 2026.
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in millions, except per share data) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| Total revenues | $ | 1,737.3 | $ | 1,537.6 | 13 | % | $ | 5,323.6 | $ | 4,871.9 | 9 | % | ||||||||||||||||||||||||||
| Total expenses | 595.9 | 565.0 | 5 | 1,765.4 | 1,662.0 | 6 | ||||||||||||||||||||||||||||||||
| Operating margin | 65.7 | % | 63.3 | % | 66.8 | % | 65.9 | % | ||||||||||||||||||||||||||||||
| Non-operating income (expense) | $ | 213.4 | $ | 204.4 | 4 | $ | 635.2 | $ | 542.2 | 17 | ||||||||||||||||||||||||||||
| Effective tax rate | 23.5 | % | 22.9 | % | 22.9 | % | 23.0 | % | ||||||||||||||||||||||||||||||
| Net income | $ | 1,036.9 | $ | 908.0 | 14 | $ | 3,233.0 | $ | 2,889.3 | 12 | ||||||||||||||||||||||||||||
| Diluted earnings per common share | 2.89 | 2.49 | 16 | 8.96 | 7.92 | 13 | ||||||||||||||||||||||||||||||||
| Cash flows from operating activities | 3,292.9 | 3,143.2 | 5 | |||||||||||||||||||||||||||||||||||
Revenues
| Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| Clearing and transaction fees | $ | 1,378.1 | $ | 1,227.9 | 12 | % | $ | 4,273.2 | $ | 3,953.2 | 8 | % | ||||||||||||||||||||||||||
| Market data and information services | 243.1 | 202.5 | 20 | 705.3 | 595.1 | 19 | ||||||||||||||||||||||||||||||||
| Other | 116.1 | 107.2 | 8 | 345.1 | 323.6 | 7 | ||||||||||||||||||||||||||||||||
| Total Revenues | $ | 1,737.3 | $ | 1,537.6 | 13 | $ | 5,323.6 | $ | 4,871.9 | 9 | ||||||||||||||||||||||||||||
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 below exclude trading volume for event contracts, the cash markets business as well as interest rate swaps.
| Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||||||||||||||||
Total contract volume (in millions) | 1,884.5 | 1,620.6 | 16 | % | 5,944.8 | 5,309.8 | 12 | % | ||||||||||||||||||||||||||||||
Clearing and transaction fees (in millions) | $ | 1,279.4 | $ | 1,137.6 | 12 | $ | 3,976.9 | $ | 3,675.9 | 8 | ||||||||||||||||||||||||||||
| Average rate per contract | $ | 0.679 | $ | 0.702 | (3) | $ | 0.669 | $ | 0.692 | (3) | ||||||||||||||||||||||||||||
23
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 third quarter and first nine months of 2026 when compared with the same periods in 2025.
| (in millions) | Quarter Ended | Nine Months Ended | ||||||||||||
| Increases due to change in total contract volume | $ | 179.1 | $ | 424.8 | ||||||||||
| Decreases due to change in average rate per contract | (37.3) | (123.8) | ||||||||||||
| Net increases in clearing and transaction fees | $ | 141.8 | $ | 301.0 | ||||||||||
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 September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| Average Daily Volume by Product Line: | ||||||||||||||||||||||||||||||||||||||
| Interest rates | 15,121 | 13,378 | 13 | % | 16,085 | 14,611 | 10 | % | ||||||||||||||||||||||||||||||
| Equity indexes | 7,714 | 6,278 | 23 | 8,325 | 7,297 | 14 | ||||||||||||||||||||||||||||||||
| Foreign exchange | 988 | 834 | 19 | 1,055 | 1,024 | 3 | ||||||||||||||||||||||||||||||||
| Energy | 2,665 | 2,295 | 16 | 3,096 | 2,754 | 12 | ||||||||||||||||||||||||||||||||
| Agricultural commodities | 2,022 | 1,712 | 18 | 2,048 | 1,876 | 9 | ||||||||||||||||||||||||||||||||
| Metals | 935 | 825 | 13 | 1,181 | 833 | 42 | ||||||||||||||||||||||||||||||||
| Aggregate average daily volume | 29,445 | 25,322 | 16 | 31,790 | 28,395 | 12 | ||||||||||||||||||||||||||||||||
| Average Daily Volume by Venue: | ||||||||||||||||||||||||||||||||||||||
| CME Globex | 27,473 | 23,418 | 17 | 29,635 | 26,377 | 12 | ||||||||||||||||||||||||||||||||
| Open outcry | 872 | 989 | (12) | 978 | 955 | 2 | ||||||||||||||||||||||||||||||||
| Privately negotiated | 1,100 | 915 | 20 | 1,177 | 1,063 | 11 | ||||||||||||||||||||||||||||||||
| Aggregate average daily volume | 29,445 | 25,322 | 16 | 31,790 | 28,395 | 12 | ||||||||||||||||||||||||||||||||
| Electronic Volume as a Percentage of Total Volume | 93 | % | 93 | % | 93 | % | 93 | % | ||||||||||||||||||||||||||||||
Overall market volatility remained high in 2026. Interest rate, equity and foreign exchange markets experienced persistent inflationary pressure which we believe resulted in the Federal Reserve raising interest rates for the first time in over three years. In addition, certain equity indices saw increased volatility as a result of skepticism surrounding Artificial Intelligence (AI) spending and its potential ripple effect on the global economy. Also, uncertainty remained high within the energy, agricultural commodities, and metals markets as the geopolitical conflict in the Middle East has continued to cause significant supply disruptions and led market participants to turn to precious metals as a result. We believe these factors contributed to an increase in volumes in the third quarter and first nine months of 2026 when compared with the same periods in 2025.
24
Interest Rate Products
The following table summarizes average daily contract volume for our key interest rate products.
| Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| SOFR futures and options: | ||||||||||||||||||||||||||||||||||||||
| Futures expiring within two years | 2,912 | 2,725 | 7 | % | 3,300 | 3,001 | 10 | % | ||||||||||||||||||||||||||||||
| Options | 1,277 | 1,560 | (18) | 1,496 | 1,456 | 3 | ||||||||||||||||||||||||||||||||
| Futures expiring beyond two years | 900 | 962 | (6) | 1,117 | 1,111 | 1 | ||||||||||||||||||||||||||||||||
| U.S. Treasury futures and options: | ||||||||||||||||||||||||||||||||||||||
10-Year | 3,573 | 2,817 | 27 | 3,768 | 3,319 | 14 | ||||||||||||||||||||||||||||||||
5-Year | 2,206 | 1,900 | 16 | 2,281 | 2,124 | 7 | ||||||||||||||||||||||||||||||||
2-Year | 1,434 | 1,058 | 35 | 1,424 | 1,126 | 26 | ||||||||||||||||||||||||||||||||
Treasury Bond | 858 | 684 | 26 | 829 | 774 | 7 | ||||||||||||||||||||||||||||||||
| Ultra T-Note | 808 | 662 | 22 | 823 | 750 | 10 | ||||||||||||||||||||||||||||||||
Ultra T-Bond | 520 | 416 | 25 | 504 | 438 | 15 | ||||||||||||||||||||||||||||||||
| Federal Funds futures and options | 590 | 555 | 6 | 499 | 468 | 7 | ||||||||||||||||||||||||||||||||
Interest rate contract volumes increased in the third quarter and first nine months of 2026 when compared with the same periods in 2025. This growth was primarily driven by persistent inflationary pressures, which prompted the Federal Reserve to implement its first interest rate hike in over three years. The resulting surge in Treasury yields to multi-year highs generated strong trading activity across our Treasury product suite. We believe these factors contributed to an increase in volumes in the third quarter and first nine months of 2026 when compared with the same periods in 2025.
Equity Index and Cryptocurrency Products
The following table summarizes average daily contract volume for our key equity index and cryptocurrency products. The figures below include Micro E-mini and E-nano contract volumes.
| Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
E-mini S&P 500 futures and options | 3,635 | 3,454 | 5 | % | 4,234 | 4,099 | 3 | % | ||||||||||||||||||||||||||||||
E-mini Nasdaq 100 futures and options | 3,261 | 1,888 | 73 | 3,086 | 2,293 | 35 | ||||||||||||||||||||||||||||||||
E-mini Russell 2000 futures and options | 279 | 272 | 2 | 342 | 300 | 14 | ||||||||||||||||||||||||||||||||
E-mini Dow futures and options | 203 | 176 | 16 | 257 | 228 | 12 | ||||||||||||||||||||||||||||||||
| Bitcoin futures and options | 103 | 86 | 21 | 129 | 92 | 40 | ||||||||||||||||||||||||||||||||
| Ether futures and options | 72 | 239 | (70) | 94 | 146 | (35) | ||||||||||||||||||||||||||||||||
Equity index contract volumes increased in the third quarter and first nine months of 2026 when compared with the same periods in 2025. We believe these increases were due to market skepticism surrounding AI related spending which resulted in additional volumes within the Nasdaq-100 product suite. In addition, the continued geopolitical conflict in the Middle East has caused significant uncertainty throughout the equity markets as a whole and has led to the broader increase in volumes for our equity product suite.
Our cryptocurrency contract volumes decreased in the third quarter of 2026 when compared with the same period in 2025. We believe this decrease was attributed to higher volatility periods in 2025 which generated higher levels of activity compared to 2026.
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Foreign Exchange Products
The following table summarizes average daily contract volume for our key foreign exchange products.
| Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| Euro | 231 | 223 | 4 | % | 255 | 267 | (5) | % | ||||||||||||||||||||||||||||||
| Japanese Yen | 234 | 156 | 50 | 210 | 192 | 9 | ||||||||||||||||||||||||||||||||
| Australian dollar | 97 | 86 | 13 | 127 | 106 | 20 | ||||||||||||||||||||||||||||||||
| British Pound | 97 | 93 | 4 | 112 | 110 | 2 | ||||||||||||||||||||||||||||||||
| Canadian dollar | 87 | 66 | 32 | 90 | 96 | (6) | ||||||||||||||||||||||||||||||||
Overall foreign exchange volumes increased in the third quarter and the first nine months of 2026 when compared with the same periods in 2025. We believe these increases were due to monetary policy interventions across major foreign currencies, specifically the Japanese Yen. In addition, despite relatively low foreign exchange volatility, continued adoption of CME foreign exchange products led to overall increases in foreign exchange contract volumes in the third quarter and first nine months of 2026, when compared with the same periods in 2025.
Energy Products
The following table summarizes average daily contract volume for our key energy products.
| Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| WTI crude oil | 1,338 | 1,018 | 32 | % | 1,618 | 1,251 | 29 | % | ||||||||||||||||||||||||||||||
| Natural gas | 739 | 745 | (1) | 824 | 893 | (8) | ||||||||||||||||||||||||||||||||
| Refined products | 373 | 358 | 4 | 410 | 406 | 1 | ||||||||||||||||||||||||||||||||
| Brent crude oil | 197 | 151 | 30 | 227 | 180 | 26 | ||||||||||||||||||||||||||||||||
Energy contract volumes increased in the third quarter and first nine months of 2026 when compared with the same periods in 2025, which we believe were due to higher overall volatility. The continued geopolitical conflict in the Middle East disrupted crucial supply chain routes and created higher uncertainty within the crude oil markets. We believe this contributed to higher energy volumes in the third quarter and first nine months of 2026 when compared with the same periods in 2025.
Agricultural Commodity Products
The following table summarizes average daily contract volume for our key agricultural commodity products.
| Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| Corn | 670 | 493 | 36 | % | 644 | 583 | 11 | % | ||||||||||||||||||||||||||||||
| Soybean | 360 | 347 | 4 | 376 | 373 | 1 | ||||||||||||||||||||||||||||||||
| Wheat | 319 | 206 | 55 | 314 | 246 | 28 | ||||||||||||||||||||||||||||||||
Overall commodity contract volumes increased in the third quarter and first nine months of 2026 when compared with the same periods in 2025. We believe these increases were due to the continued geopolitical conflict between Russia and Ukraine, which has caused significant disruptions within the wheat market supply routes. In addition, adverse weather conditions led to lower overall crop yields resulting in higher overall grain volumes. We believe these factors contributed to higher overall commodity volumes in the third quarter and first nine months of 2026 compared with the same periods in 2025.
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Metals Products
The following table summarizes average daily volume for our key metal products.
| Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (amounts in thousands) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| Gold | 674 | 577 | 17 | % | 799 | 571 | 40 | % | ||||||||||||||||||||||||||||||
| Silver | 137 | 116 | 19 | 234 | 112 | 110 | ||||||||||||||||||||||||||||||||
| Copper | 85 | 78 | 9 | 105 | 96 | 9 | ||||||||||||||||||||||||||||||||
Overall metals contract volumes increased during the third quarter and first nine months of 2026, when compared to the same periods in 2025, driven primarily by heightened market volatility in early 2026. Precious metals volume growth was largely driven by ongoing geopolitical tensions across the globe, which drove market participants to the gold and silver markets. While precious metals prices have fallen as a result of rising bond yields, sustained volume growth has been supported by increased adoption of precious metals micro contracts among our retail client base. We believe these factors contributed to higher overall metals volumes in the third quarter and first nine months of 2026 when compared with the same periods in 2025.
Average Rate per Contract
The average rate per contract decreased in the third quarter and first nine months of 2026 when compared with the same periods in 2025. The decreases were largely due to increases in micro contract volumes, specifically within equities, energy and metals, which carry a lower overall rate per contract, as well as higher member trading as a percentage of total volume. The decrease was partially offset by a change in product mix. For the fist nine months of 2026, energy contract volume increased by 1 percentage point as a percent of total volume, while interest rate contract volume decreased by 1 percentage point. In general, energy contracts have a higher average rate per contract compared with other product lines. In addition, the overall decrease was partially offset by an increase in certain clearing and transaction fees which went into effect on April 1, 2026.
Cash Markets Business
Total clearing and transaction fees revenues in the third quarter and first nine months of 2026 include $74.0 million and $224.5 million, respectively, of transaction fees attributable to the cash markets business, compared with $69.8 million and $215.4 million, respectively, in the third quarter and first nine months of 2025. This revenue includes BrokerTec Americas LLC's fixed income volume and EBS's foreign exchange volume.
| Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (amounts in millions) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| BrokerTec fixed income transaction fees | $ | 41.1 | $ | 39.3 | 5 | % | $ | 121.4 | $ | 112.2 | 8 | % | ||||||||||||||||||||||||||
| EBS foreign exchange transaction fees | 32.9 | 30.5 | 8 | 103.1 | 103.2 | — | ||||||||||||||||||||||||||||||||
The related average daily notional value for the third quarter and first nine months of 2026 and 2025 were as follows:
| Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (amounts in billions) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| U.S. Repo | $ | 396.0 | $ | 379.4 | 4 | % | $ | 395.5 | $ | 358.3 | 10 | % | ||||||||||||||||||||||||||
| European Repo (in euros) | 361.9 | 292.1 | 24 | 364.7 | 309.4 | 18 | ||||||||||||||||||||||||||||||||
| U.S. Treasury | 96.4 | 83.8 | 15 | 98.5 | 103.0 | (4) | ||||||||||||||||||||||||||||||||
| Spot FX | 66.7 | 56.6 | 18 | 70.1 | 67.0 | 5 | ||||||||||||||||||||||||||||||||
Overall average daily notional values for the cash markets business were higher in the third quarter and first nine months of 2026 when compared with the same periods in 2025 due to higher overall volatility. We believe these increases were due to the continued geopolitical conflict in the Middle East, which caused significant macro-economic uncertainty throughout the global economy. In addition, global monetary policy shifts and uncertainty surrounding future policy decisions led to the overall increases in foreign exchange volumes in the third quarter and first nine months of 2026 when compared with the same periods in 2025.
27
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 10% of our clearing and transaction fees in the first nine 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.
Other Sources of Revenue
Market data and information services. During the third quarter and first nine months of 2026, overall market data and information services revenues increased when compared with the same periods 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 25% of our market data and information services revenue in the first nine 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.
Expenses
| Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| Compensation and benefits | $ | 234.3 | $ | 237.6 | (1) | % | $ | 690.8 | $ | 665.9 | 4 | % | ||||||||||||||||||||||||||
| Technology | 80.9 | 71.4 | 13 | 240.8 | 208.0 | 16 | ||||||||||||||||||||||||||||||||
| Professional fees and outside services | 31.1 | 36.7 | (15) | 88.4 | 102.6 | (14) | ||||||||||||||||||||||||||||||||
| Amortization of purchased intangibles | 56.0 | 56.2 | — | 168.1 | 167.5 | — | ||||||||||||||||||||||||||||||||
| Depreciation and amortization | 27.4 | 26.4 | 4 | 82.8 | 81.0 | 2 | ||||||||||||||||||||||||||||||||
| Licensing and other fee agreements | 104.2 | 81.6 | 28 | 320.1 | 274.4 | 17 | ||||||||||||||||||||||||||||||||
| Other | 62.0 | 55.1 | 13 | 174.4 | 162.6 | 7 | ||||||||||||||||||||||||||||||||
| Total Expenses | $ | 595.9 | $ | 565.0 | 5 | $ | 1,765.4 | $ | 1,662.0 | 6 | ||||||||||||||||||||||||||||
Operating expenses increased by $30.9 million and $103.4 million in the third quarter and first nine 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:
| Quarter Ended September 30, 2026 | Nine Months Ended September 30, | |||||||||||||||||||||||||
| Amount of Change | Change as a Percentage of Total Expenses | Amount of Change | Change as a Percentage of Total Expenses | |||||||||||||||||||||||
| (dollars in millions) | ||||||||||||||||||||||||||
| License fees | $ | 22.6 | 4 | % | $ | 45.7 | 3 | % | ||||||||||||||||||
| Technology support services | 7.1 | 1 | 28.3 | 2 | ||||||||||||||||||||||
| Salaries, benefits and employer taxes | 10.0 | 2 | 20.0 | 1 | ||||||||||||||||||||||
| Rent expense | 3.6 | 1 | 15.6 | 1 | ||||||||||||||||||||||
| Marketing expenses | 3.1 | 1 | 8.1 | 1 | ||||||||||||||||||||||
| Non-qualified deferred compensation | (6.3) | (1) | (0.1) | — | ||||||||||||||||||||||
| Legal fees | (7.3) | (2) | (14.7) | (2) | ||||||||||||||||||||||
| Other expenses, net | (1.9) | (1) | 0.5 | — | ||||||||||||||||||||||
| Total increase | $ | 30.9 | 5 | % | $ | 103.4 | 6 | % | ||||||||||||||||||
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Increases in operating expenses in the third quarter and first nine months of 2026 when compared with the same periods in 2025 were as follows:
•License fees expenses were higher primarily due to higher volumes for certain equity products.
•The increases in technology support services expenses were primarily driven by increased third party services to support the ongoing Google Cloud transformation project.
•Salaries, benefits and employer taxes expenses were higher in the first nine months of 2026 as a result of salary increases that went into effect during the first quarter of 2026 as well as increases in headcount, which were primarily attributable to additional headcount in the company's international locations.
•Rent expenses were higher primarily due to gains recognized in the first nine months of 2025 due to a reduction in our leased office space and the commencement of the new data center lease in the second quarter of 2026.
•Marketing expense increased as a result of higher sponsorships, media campaigns and event costs in the first nine months of 2026.
Decreases in operating expenses in the third quarter and first nine months of 2026 when compared with the same periods in 2025 were as follows:
•Legal fees decreased primarily as a result of expenses incurred for the membership class action lawsuit litigation in the second and third quarter of 2025.
•A decrease in our non-qualified deferred compensation liability during the third quarter and nine months ended September 30, 2026, the impact of which does not affect net income because of an equal and offsetting change in investment income, contributed to the changes in compensation and benefits expenses.
Non-Operating Income (Expense)
| Quarter Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2026 | 2025 | Change | 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||
| Investment income | $ | 1,418.1 | $ | 1,548.7 | (8) | % | $ | 4,237.1 | $ | 3,959.8 | 7 | % | ||||||||||||||||||||||||||
| Interest and other borrowing costs | (43.5) | (44.0) | (1) | (130.7) | (129.7) | 1 | ||||||||||||||||||||||||||||||||
| Equity in net earnings of unconsolidated subsidiaries | 102.8 | 96.3 | 7 | 302.9 | 283.5 | 7 | ||||||||||||||||||||||||||||||||
| Other non-operating income (expense) | (1,264.0) | (1,396.6) | (10) | (3,774.1) | (3,571.4) | 6 | ||||||||||||||||||||||||||||||||
| Total Non-Operating | $ | 213.4 | $ | 204.4 | 4 | $ | 635.2 | $ | 542.2 | 17 | ||||||||||||||||||||||||||||
Investment income. Earnings from cash performance bond and guaranty fund contributions that are reinvested decreased in the third quarter of 2026 when compared with the same period in 2025. This decrease was mainly due to a lower average rate of return despite higher overall reinvestment balances. In the third quarter 2026, earnings from cash performance bond and guaranty fund contributions were $1,391.7 million compared with $1,514.1 million in the third quarter of 2025.
Earnings from cash performance bond and guaranty fund contributions that are reinvested increased in the first nine months of 2026 when compared with the same period in 2025. This was mainly due to higher reinvestment balances despite a lower average rate of return on the reinvestment balances. In the first nine months of 2026, earnings from cash performance bond and guaranty fund contributions were $4,151.5 million compared with $3,875.3 million in first nine months of 2025. The increase was partially offset by higher net unrealized losses in the first nine months of 2026.
Equity in net earnings (losses) of unconsolidated subsidiaries. Higher income generated from our S&P Dow Jones Indices LLC business venture contributed to an increase in equity in net earnings (losses) of unconsolidated subsidiaries in the third quarter and first nine months of 2026 when compared with the same periods in 2025. This was partially offset by lower equity in net earnings (losses) of unconsolidated subsidiaries 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 lower expense related to the distribution of interest earned on performance bond collateral reinvestments to the clearing firms during the third quarter of 2026 when compared with the same period in 2025. This decrease 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 third quarter of 2026, expense related to the distribution of interest earned on collateral reinvestments was $1,269.0 million compared with $1,399.2 million the third quarter of 2025.
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We recognized higher expense related to the distribution of interest earned on performance bond collateral reinvestments to the clearing firms during the first nine months of 2026 when compared with the same period in 2025, mainly due to higher overall cash collateral balances. In the first nine months of 2026, expense related to the distribution of interest earned on collateral reinvestments was $3,783.9 million, compared with $3,578.5 million in the first nine months of 2025.
Income Tax Provision
The following table summarizes the effective tax rates for the periods presented:
| 2026 | 2025 | |||||||||||||
| Quarter ended September 30 | 23.5 | % | 22.9 | % | ||||||||||
| Nine months ended September 30 | 22.9 | 23.0 | ||||||||||||
The overall effective tax rate remained relatively consistent in the third quarter and first nine months of 2026 when compared with the same periods in 2025.
Liquidity and Capital Resources
Sources and Uses of Cash. Net cash provided by operating activities increased in the first nine 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 nine months of 2026 when compared with the same period in 2025. Cash used in financing activities was higher during the first nine months of 2026 when compared with the same period in 2025 due to a decrease in cash performance bonds and guaranty fund contributions as well as an increase in share repurchases.
Debt Instruments. The following table summarizes our debt outstanding at September 30, 2026:
| (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 agreement (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 September 30, 2026, guaranty fund contributions available to collateralize the facility totaled $10.2 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
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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 September 30, 2026, 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 September 30, 2026, 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 September 30, 2026, the letters of credit totaled $450.0 million. We also maintain a $350.0 million line of credit to meet any variation margin obligations, as well as an additional $250.0 million line of credit to meet any initial margin obligations under this agreement.
The following table summarizes our credit ratings at September 30, 2026:
| 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, excluding restricted cash and restricted cash equivalents, totaled $2.2 billion and $4.4 billion at September 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
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common stock and may be modified, suspended or terminated at any time. As of September 30, 2026, the maximum remaining value of shares to be repurchased was $1.0 billion.
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.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | ||||
We are subject to various market risks, including those caused by changes in interest rates, credit, foreign currency exchange rates and equity prices. There have not been material changes in our exposure to market risk since December 31, 2025. Refer to Item 7A. of CME Group’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026, for additional information.
| ITEM 4. | CONTROLS AND PROCEDURES | ||||
(a) Disclosure Controls and Procedures. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures are effective.
(b) Changes in Internal Control Over Financial Reporting. As required by Rule 13a-15(d) under the Exchange Act, the company’s management, including the company’s Chief Executive Officer and Chief Financial Officer, have evaluated the company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to determine whether any changes occurred during the quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting. There were no changes in the company’s internal control over financial reporting which occurred during the fiscal quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.
PART II. OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS | ||||
The disclosure under “Legal and Regulatory Matters” in Note 7. Contingencies in the Notes to Unaudited Consolidated Financial Statements in Item 1 of Part I of this report is incorporated herein by reference. Such disclosure includes updates to the legal proceedings disclosed in the company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.
| ITEM 1A. | RISK FACTORS | ||||
There have been no material changes in the company's risk factors from those disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.
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| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | ||||
Issuer Purchases of Equity Securities
| Period | Total Number of Shares (or Units) Purchased (1) | Average Price Paid Per Share (or Unit) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (1) | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in millions) (1) | ||||||||||||||||||||||
| July 1 to July 31 | 1,135,664 | (2) | $ | 243.33 | 1,134,275 | $ | 1,228.4 | |||||||||||||||||||
| August 1 to August 31 | 515,523 | (3) | 268.71 | 515,471 | 1,089.8 | |||||||||||||||||||||
| September 1 to September 30 | 478,803 | (4) | 274.66 | 397,488 | 980.6 | |||||||||||||||||||||
| Total | 2,129,990 | (5) | 2,047,234 | |||||||||||||||||||||||
(1)CME Group maintains a share repurchase program under which CME Group is authorized to repurchase up to $3.0 billion of its outstanding Class A common stock, par value $0.01 per share (the common stock) as announced on December 5, 2024. The share repurchase program has no expiration date.
(2)Includes an aggregate of 1,389 shares of Class A common stock surrendered to satisfy employees' tax obligations upon the vesting of restricted stock.
(3)Includes an aggregate of 52 shares of Class A common stock surrendered to satisfy employee's tax obligations upon the vesting of restricted stock.
(4)Includes an aggregate of 81,315 shares of Class A common stock surrendered to satisfy employee's tax obligations upon the vesting of restricted stock.
(5)Shares purchased includes an aggregate of 82,756 shares of Class A common stock surrendered to satisfy employee tax obligations upon the vesting of restricted stock.
| ITEM 5. | OTHER INFORMATION | ||||
During the quarter ended September 30, 2026, no director or officer of the company adopted terminated
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| ITEM 6. | EXHIBITS | ||||
| 3.1 | ||||||||||||||
| 3.2 | ||||||||||||||
| 3.3 | ||||||||||||||
| 31.1 | ||||||||||||||
| 31.2 | ||||||||||||||
| 32.1 | ||||||||||||||
| 101 | The following materials from CME Group Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026, formatted in Inline XBRL (Xtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Unaudited Consolidated Financial Statements, tagged as blocks of text. | |||||||||||||
| 104 | Cover Page Interactive Data File included in the Inline XBRL Document Set for Exhibit 101. | |||||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | |||||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CME Group Inc. (Registrant) | ||||||||||||||||||||
| Dated: October 23, 2026 | By: | /s/ Lynne Fitzpatrick | ||||||||||||||||||
| Lynne Fitzpatrick Senior Managing Director, President and Chief Financial Officer Principal Financial Offer and Duly Authorized Officer | ||||||||||||||||||||
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Exhibit 3.1
FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CME GROUP INC.
CERTIFICATE OF INCORPORATION
OF
CME GROUP INC.
CME Group Inc. (hereinafter referred to as the “Corporation”), which was originally incorporated in the State of Delaware on August 2, 2001 under the name Chicago Mercantile Exchange Holdings Inc., hereby certifies that this Fourth Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware. This Fourth Amended and Restated Certificate of Incorporation amends, restates and integrates the provisions of the Corporation’s third amended and restated certificate of incorporation as hereby amended. The text of the third amended and restated certificate of incorporation as heretofore amended is hereby restated to read in its entirety as follows:
ARTICLE ONE: The name of the corporation is CME Group Inc.
ARTICLE TWO: The address of the corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the corporation’s registered agent at such address is The Corporation Trust Company.
ARTICLE THREE: The purpose of the corporation shall be to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the State of Delaware, as set forth
in Title 8 of the Delaware Code (the “DGCL”).
ARTICLE FOUR: The total number of shares of all classes of capital stock that the corporation is authorized to issue is 1,010,003,138 shares, of which:
10,000,000 shares shall be shares of Preferred Stock, par value $.01 per share (the “Preferred Stock”);
1,000,000,000 shares shall be shares of Class A Common Stock, par value $.01 per share (the “Class A Common Stock”);
625 shares shall be shares of Class B-1 Common Stock, par value $.01 per share (the “Class B-1 Common Stock”);
813 shares shall be shares of Class B-2 Common Stock, par value $.01 per share (the “Class B-2 Common Stock”);
1,287 shares shall be shares of Class B-3 Common Stock, par value $.01 per share (the “Class B-3 Common Stock”); and
413 shares shall be shares of Class B-4 Common Stock, par value $.01 per share (the “Class B-4 Common Stock”).
The term “Class B Common Stock” shall mean, collectively, Class B-1 Common Stock, Class B-2 Common Stock, Class B-3 Common Stock and Class B-4 Common Stock. The term “Common Stock” shall mean, collectively, the Class A Common Stock and the Class B Common Stock. The designations, voting powers, optional or other special rights and the qualifications, limitations or restrictions thereof, of the above classes shall be as follows:
DIVISION A
PREFERRED STOCK
The rights, preferences and privileges and qualifications, limitations and restrictions granted to and imposed on the shares of Preferred Stock of the corporation shall be as set forth below in this Division A.
Shares of Preferred Stock may be issued in one or more series at such time or times, and for such consideration or considerations, as the board of directors shall determine. The board of directors is hereby authorized to fix,
1
state and establish, in the resolution or resolutions providing for the issuance of any wholly unissued series of Preferred Stock, the relative powers, rights, designations, preferences, qualifications, limitations and restrictions of such series in relation to any other series of Preferred Stock at the time outstanding. The board of directors is also expressly authorized to fix the number of shares of each such series, but not below the number of shares thereof then outstanding. The authority of the board of directors with respect to each series of Preferred Stock shall include (without limitation) the determination of the following:
(a)the dividend rate on the shares of such series, whether dividends shall be cumulative, and, if so, from which date or dates, and the rights of priority, if any, with respect to the payment of dividends on the shares of such series relative to other series of Preferred Stock or classes of stock;
(b)whether the shares of such series shall have voting rights (other than the voting rights provided by law) and, if so, the terms and extent of such voting rights;
(c)whether the shares of such series shall have conversion privileges, and, if so, the terms and
conditions of such conversion, including provision for adjustment of the conversion rate upon the occurrence of
such events as the board of directors may prescribe;
(d)whether the shares of such series shall be subject to redemption by the corporation or at the request of the holder(s) thereof, and, if so, the terms and conditions of any such redemption;
(e)the rights of the shares of such series in the event of voluntary or involuntary liquidation,
dissolution or winding up of the corporation, and the rights of priority, if any, with respect to the distribution of
assets on the shares of such series relative to other series of Preferred Stock or classes of stock; and
(f)any other preferences, privileges and powers, and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of such series, as the board of directors may deem advisable and as shall not be inconsistent with the provisions of this Certificate of Incorporation, as the same may be amended from time to time.
* * * *
DIVISION B
COMMON STOCK
SUBDIVISION 1. GENERAL PROVISIONS
The rights, preferences and privileges, and qualifications, limitations and restrictions granted to and imposed on the classes of Common Stock shall be as set forth in this Division B.
SECTION 1. DEFINITIONS.
In addition to the terms defined elsewhere, the following terms shall have the respective meanings set forth below:
“Core Rights” shall mean: (1) the divisional product allocation rules applicable to each membership class as set forth in the rules of the Exchange; (2) the trading floor access rights and privileges granted to members of the Exchange; (3) the number of authorized and issued shares of any class of Class B Common Stock; or (4) the eligibility requirements for any Person to exercise any of the trading rights or privileges of members in the Exchange.
“Exchange” shall mean Chicago Mercantile Exchange Inc., a subsidiary of the corporation.
“Person” shall mean any individual, corporation, partnership, trust or other entity.
“CBOT” shall mean Board of Trade of the City of Chicago, Inc., a subsidiary of the corporation.
A “Transfer” (and the related term “Transferred”) shall mean any sale, pledge, gift, assignment or other transfer of any ownership in any share of Class B Common Stock.
2
SECTION 2. GENERAL.
Except as otherwise set forth in this Division B, the relative powers, preferences and participating,
optional or other special rights, and the qualifications, limitations or restrictions of each class of Common Stock
shall be identical in all respects.
SECTION 3. DIVIDENDS.
Subject to the rights of the holders of Preferred Stock, holders of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock of any corporation or property of the corporation as may be declared thereon by the board of directors from time to time out of assets or funds of the corporation legally available therefore, and shall share equally on a per share basis in all such dividends and other distributions.
SECTION 4. VOTING RIGHTS.
Subject to the rights of holders of Class B Common Stock set forth in this Division B at every meeting of the shareholders of the corporation in connection with the election of Equity Directors (as defined below) and all other matters submitted to a vote of shareholders, every holder of Common Stock shall be entitled to one vote in person or by proxy for each share of Common Stock registered in his or her name on the transfer books of the corporation. Except as otherwise required by law or by this Division B, the holders of each class of Common Stock shall vote together as a single class, subject to any right that may be conferred upon holders of Preferred Stock to vote together with holders of Common Stock on all matters submitted to a vote of shareholders of the corporation.
SECTION 5. LIQUIDATION RIGHTS.
Upon the liquidation, dissolution or winding up of the corporation, holders of Common Stock shall be entitled to receive any amounts available for distribution to holders of Common Stock after the payment of, or provision for, obligations of the corporation and any preferential amounts payable to holders of any outstanding shares of Preferred Stock.
SUBDIVISION 2. CLASS B COMMON STOCK
In addition to the rights, preferences and privileges, and qualifications, limitations and restrictions granted to and imposed on the shares of Class B Common Stock of the corporation as set forth in Subdivision 1 of this Division B, the rights, preferences and privileges, and qualifications, limitations and restrictions granted to and imposed on the shares of Class B Common Stock of the corporation shall be as set forth in this Subdivision 2 of this Division B.
SECTION 1. SPECIAL VOTING RIGHTS.
In addition to the voting rights set forth in Subdivision 1 of this Division B, the holders of shares of
Class B Common Stock shall, subject to Paragraph (c) of this Section 1, have the following additional voting
rights:
(a)ELECTION OF CLASS B DIRECTORS. Subject to and in accordance with Article Five, holders of shares of Class B-1 Common Stock shall have the sole right to elect three directors to the corporation’s board of directors (the “Class B-1 Directors”),and each holder of Class B-1 Common Stock shall have one vote per share in any such election. Holders of shares of Class B-2 Common Stock shall have the sole right to elect two directors to the corporation’s board of directors (the “Class B-2 Directors”), and each holder of Class B-2 Common Stock shall have one vote per share in any such election. Holders of shares of Class B-3 Common Stock shall have the sole right to elect one director to the corporation’s board of directors (the “Class B-3 Director” and together with the Class B-1 Directors and Class B-2 Directors, the “Class B Directors”), and each holder of Class B-3 Common Stock shall have one vote per share in any such election.
(b)CORE RIGHTS. Any change, amendment or modification of the Core Rights or of the terms of Section 3 of this Subdivision 2 shall be submitted to a vote of the holders of the Class B Common Stock for their consideration and approval. In any such vote, holders of Class B-1 Common Stock shall be entitled to six votes for each share of Class B-1 Common Stock held, holders of Class B-2 Common Stock shall be entitled to two
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votes for each share of Class B-2 Common Stock held, holders of Class B-3 Common Stock shall be entitled to one vote for each share of Class B-3 Common Stock held and holders of Class B-4 Common Stock shall be entitled to one-sixth of one vote for each share of Class B-4 Common Stock held. Any such change, amendment or modification must be approved by a majority of the aggregate votes cast by the holders of the Class B Common Stock present (in person or by proxy) and voting at the meeting of holders of Class B Common Stock called for the purpose of voting on the proposed change, amendment or modification; provided that holders of at least a majority of the aggregate number of votes entitled to vote on the matter shall be present, in person or by proxy, at such meeting. The absence of a quorum of the holders of Common Stock shall not effect the exercise by the holders of Class B Common Stock of the voting rights granted pursuant to this Paragraph (b).
(c) LIMITATION ON VOTING RIGHTS. Notwithstanding anything to the contrary contained in this Section 1 of this Subdivision 2, for so long as any Person or group of Persons acting in concert beneficially own (as defined below) 15% or more of the outstanding shares of any class of Class B Common Stock, then in any election of directors elected by that class or other exercise of voting rights with respect to Core Rights or with respect to the election or removal of directors elected by that class, such Person or group shall only be entitled to vote (or otherwise exercise voting rights with respect to) a number of shares of that class of Class B Common Stock that constitutes a percentage of the total number of shares of that class of Class B Common Stock then outstanding which is less than or equal to such Person or group’s Entitled Voting Percentage (as defined below). For the purposes hereof, a Person or group’s “Entitled Voting Percentage” at any time shall mean the percentage of the then outstanding shares of Class A Common Stock in the aggregate, beneficially owned by such Person or group at such time. For purposes of this Paragraph (c), a “beneficial owner” of Common Stock includes any Person or group of Persons who, directly or indirectly, including through any contract, arrangement, understanding, relationship or otherwise, written or oral, formal or informal, control the voting power (which includes the power to vote or to direct the voting) of such Common Stock.
SECTION 2. LIMITATION ON OWNERSHIP AND TRANSFER RESTRICTIONS.
(a) Shares of Class B Common Stock may not be Transferred at any time except as follows and subject to the following limitations:
(i)No person may own a share of Class B-1 Common Stock unless that person is recognized on the books and records of the Exchange as the owner of a CME Division membership (“CME Membership”) in the Exchange as governed by the rules of the Exchange; provided that each holder shall not be permitted to own more than one share of Class B-1 Common Stock for each CME Membership;
(ii)No person may own a share of Class B-2 Common Stock unless that person is recognized on the books and records of the Exchange as the owner of an International Monetary Market Division membership (“IMM Membership”) in the Exchange as governed by the rules of the Exchange; provided that each holder shall not be permitted to own more than one share of Class B-2 Common Stock for each IMM Membership;
(iii)No person may own a share of Class B-3 Common Stock unless that person is recognized on the books and records of the Exchange as the owner of an Index and Option Market Division membership (“IOM Membership”) in the Exchange as governed by the rules of the Exchange; provided that each holder shall not be permitted to own more than one share of Class B-3 Common Stock for each IOM Membership;
(iv)No person may own a share of Class B-4 Common Stock unless that person is recognized on the books and records of the Exchange as an owner of a Growth and Emerging Markets Division membership (“GEM Membership”) as governed by the rules of the Exchange; provided that each holder shall not be permitted to own more than one share of Class B-4 Common Stock for each GEM Membership;
(b) No share of Class B-1 Common Stock may be Transferred other than in connection with the
Transfer of a CME Membership made in accordance with the rules of the Exchange; provided that no more than
one share of Class B-1 Common Stock may be Transferred with a CME Membership;
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(c)No share of Class B-2 Common Stock may be Transferred other than in connection with the
Transfer of an IMM Membership made in accordance with the rules of the Exchange; provided that no more than
one share of Class B-2 Common Stock may be Transferred with an IMM Membership;
(d)No share of Class B-3 Common Stock may be Transferred other than in connection with the
Transfer of an IOM Membership made in accordance with the rules of the Exchange; provided that no more than
one share of Class B-3 Common Stock may be Transferred with an IOM Membership;
(e)No share of Class B-4 Common Stock may be Transferred other than in connection with the
Transfer of a GEM Membership made in accordance with the rules of the Exchange; provided that no more than
one share of Class B-4 Common Stock may be Transferred with a GEM Membership;
(f)Every certificate for shares of Class B-1 Common Stock, Class B-2 Common Stock, Class B-3 Common Stock and Class B-4 Common Stock shall bear a legend on its face reading as follows:
“The shares of Common Stock represented by this certificate may not be Transferred to any person in connection with a Transfer that does not meet the rules of the Exchange or the terms of the Certificate of Incorporation of this corporation until the transfer restrictions applicable to the shares represented by this certificate expire, and no person who receives the shares represented by this certificate in connection with a Transfer that does not satisfy the rules of the Exchange or the terms of the Certificate of Incorporation of this corporation prior to such time is entitled to own or to be registered as the record holder of the shares of Common Stock represented by this certificate. Each holder of this certificate, by accepting the certificate, accepts and agrees to all of the foregoing.”
(g)Except as permitted by this Section 2 of this Subdivision 2, any proposed Transfer of shares of
Class B-1 Common Stock, Class B-2 Common Stock, Class B-3 Common Stock or Class B-4 Common Stock
shall be void.
SECTION 3. COMMITMENT TO MAINTAIN FLOOR TRADING.
The corporation shall cause the Exchange, (i) as long as an open outcry market is liquid (as defined below), to maintain for such open outcry market a facility for conducting business, for the dissemination of price information, for clearing and delivery and (ii) to provide reasonable financial support (consistent with the calendar year 1999 budget levels established by Chicago Mercantile Exchange, an Illinois not-for-profit corporation, the predecessor of the Exchange) for technology, marketing and research for open outcry markets. If an open outcry market is not liquid, as determined by the board of directors, the board may determine, in its sole discretion, whether such obligations will continue, and for how long, in respect of such market. For purposes of this Section, an open outcry market will be deemed “liquid” if it meets any of the following tests on a quarterly basis:
(a)if a comparable exchange-traded product exists, including electronic trading at the Exchange, the Exchange’s open outcry market has maintained at least 30% of the average daily volume of such comparable product (including, for calculation purposes, volume from exchange-for-physical transactions in such open outcry market); or
(b)if a comparable exchange-traded product exists and the product trades exclusively by open
outcry at the Exchange, the Exchange’s open outcry market has maintained at least 30% of the open interest of
such comparable product; or
(c)if no comparable exchange-traded product exists, the open outcry market has maintained at least 40% of the average quarterly volume in that market during 1999 at Chicago Mercantile Exchange, an Illinois not-for-profit corporation, the predecessor of the Exchange (including, for calculation purposes, volume from exchange-for-physical transactions in such open outcry market); or
(d)if no comparable exchange-traded product exists and the product trades exclusively by open outcry, the open outcry market has maintained at least 40% of the average open interest in that market during 1999 at Chicago Mercantile Exchange, an Illinois not-for-profit corporation, the predecessor of the Exchange.
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ARTICLE FIVE:
(A)Subject to Article Four, Division B, Subdivision 2, Section 1(a) of this Certificate of Incorporation, the number of directors that shall constitute the whole board of directors of the corporation shall be fixed exclusively by one or more resolutions adopted by the board of directors of the corporation, which number shall be no more than 30. As of the time of acceptance by the Delaware Secretary of State of the filing of this Fourth Amended and Restated Certificate of Incorporation (the “Effective Time”), the board of directors of the corporation shall consist of 30 members, including 24 directors that are not Class B Directors (the “Equity Directors”), three Class B-1 Directors, two Class B-2 Directors and one Class B-3 Director.
(B)The board of directors shall remain classified until the 2014 annual meeting of shareholders. Commencing with the 2012 annual meeting of the shareholders of the Corporation, (i) the directors whose terms expire at the 2012 annual meeting of shareholders shall be elected for a two-year term expiring with the class of directors elected at the 2011 annual meeting of shareholders at the 2014 annual meeting of shareholders, (ii) the directors whose terms expire at the 2013 annual meeting of shareholders shall be elected for a one-year term expiring with the class of directors elected at the 2011 annual meeting of shareholders at the 2014 annual meeting of shareholders and (iii) from and after the 2014 annual meeting of shareholders all directors shall be elected annually for terms expiring at the next succeeding annual meeting.
(C)A director shall hold office until his successor shall be elected and qualified, subject, however, to
prior death, resignation, retirement, disqualification or removal from office. The annual meeting of shareholders
shall be held each year on a date and at a time designated by the board of directors of the Corporation.
(D)Any vacancy on the board of directors of the corporation may be filled by a majority of the board of directors then in office and any director elected to fill such a vacancy shall have the same remaining term as that of his or her predecessor; PROVIDED, HOWEVER, that any vacancy occurring with respect to a Class B-1 Director, a Class B-2 Director or a Class B-3 Director shall be filled from the candidates who lost for such position from the most recent election, with the candidates being selected to fill such vacancy in the order of the aggregate number of votes received in such previous election.
(E)No person shall be eligible for election as a Class B-1 Director, a Class B-2 Director or a Class B-3 Director unless he or she shall own, or be recognized as the owner for the purposes of the Exchange of, at least one share of the class of Class B Common Stock entitled to elect such director.
(F)Until the 2014 annual meeting of shareholders, a director may be removed from office at any
time, but only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power
of the shares entitled to elect such person as a director.
ARTICLE SIX: The board of directors is hereby authorized to create and issue, whether or not in connection with the issuance and sale of any of its stock or other securities or property, rights entitling the holders thereof to purchase from the corporation shares of Preferred Stock, Class A Common Stock or securities of any other corporation. The times at which and the terms upon which such rights are to be issued will be determined by the board of directors and set forth in the contracts or instruments that evidence such rights. The authority of the board of directors with respect to such rights shall include, without limitation, determination of the following:
(A)The initial purchase price per share or other unit of the stock or other securities or property to be purchased upon exercise of such rights;
(B)Provisions relating to the times at which and the circumstances under which such rights may be
exercised or sold or otherwise transferred, either together with or separately from, any other stock or other
securities of the corporation;
(C)Provisions which adjust the number or exercise price of such rights or amount or nature of the stock or other securities or property receivable upon exercise of such rights in the event of a combination, split or recapitalization of any stock of the corporation, a change in ownership of the corporation’s stock or other securities or a reorganization, merger, consolidation, sale of assets or other occurrence relating to the corporation or any stock of the corporation, and provisions restricting the ability of the corporation to enter into
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any such transaction absent an assumption by the other party or parties thereto of the obligations of the corporation under such rights;
(D)Provisions which deny the holder of a specified percentage of the outstanding stock or other
securities of the corporation the right to exercise such rights and/or cause the rights held by such holder to
become void;
(E)Provisions which permit the corporation to redeem or to exchange such rights; and
(F)The appointment of a rights agent with respect to such rights.
ARTICLE SEVEN:
(A)In furtherance of and not in limitation of the powers conferred by law, the board of directors is expressly authorized and empowered to adopt, amend or repeal the bylaws; PROVIDED, HOWEVER, that the bylaws may also be altered, amended or repealed by the affirmative vote of the holders of two-thirds of the voting power of the then outstanding Common Stock, voting together as a single class.
(B)Unless and except to the extent that the bylaws of the corporation shall so require, the election of directors of the corporation need not be by written ballot.
ARTICLE EIGHT: No shareholder shall have any preemptive right to subscribe to an additional issue of any class or series of the corporation’s capital stock or to any securities of the corporation convertible into such stock.
ARTICLE NINE: Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of at least two-thirds of the voting power of the then outstanding Common Stock, voting together as a single class, shall be required to amend, repeal or adopt any provisions inconsistent with Paragraph (F) of Article Five or Articles Six, Nine, Ten, Eleven, Twelve, Thirteen, Fourteen or Fifteen of this Certificate of Incorporation.
ARTICLE TEN: No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. Any amendment or repeal of this Article by the shareholders shall not adversely affect any right or protection of a director of the corporation existing hereunder in respect of any act or omission occurring prior to such amendment or repeal.
ARTICLE ELEVEN: The corporation shall indemnify its directors and officers to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the corporation and shall inure to the benefit of his or her heirs, executors and personal and legal representatives; PROVIDED, HOWEVER, that, except for proceedings to enforce rights to indemnification, the corporation shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the board of directors. The right to indemnification conferred by this Article Eleven shall include the right to be paid by the corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition.
The corporation may, to the extent authorized from time to time by the board of directors, provide rights
to indemnification and to the advancement of expenses to employees and agents of the corporation similar to
those conferred in this Article Eleven to directors and officers of the corporation.
The rights to indemnification and to the advance of expenses conferred in this Article Eleven shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation, the bylaws of the corporation, any statute, agreement, vote of shareholders or disinterested directors or otherwise.
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Any repeal or modification of this Article Eleven by the shareholders of the corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
ARTICLE TWELVE: In furtherance and not in limitation of the powers conferred by law or in this Certificate of Incorporation, the board of directors (and any committee of the board of directors) is expressly authorized, to the extent permitted by law, to take such action or actions as the board of directors or such committee may determine to be reasonably necessary or desirable to (A) encourage any person to enter into negotiations with the board of directors and management of the corporation with respect to any transaction which may result in a change in control of the corporation which is proposed or initiated by such Person or (B) contest or oppose any such transaction which the board of directors or such committee determines to be unfair, abusive or otherwise undesirable with respect to the corporation and its business, assets or properties or the shareholders of the corporation, including, without limitation, the adoption of such plans or the issuance of such rights, options, capital stock, notes, debentures or other evidences of indebtedness or other securities of the corporation, which rights, options, capital stock, notes, debentures or other evidences of indebtedness and other securities (i) may be exchangeable for or convertible into cash or other securities on such terms and conditions as may be determined by the board of directors or such committee and (ii) may provide for the treatment of any holder or class of holders thereof designated by the board of directors or any such committee in respect of the terms, conditions, provisions and rights of such securities which is different from, and unequal to, the terms, conditions, provisions and rights applicable to all other holders thereof.
ARTICLE THIRTEEN: No action required to, or which may, be taken at an annual or special meeting of shareholders of the corporation may be taken without a meeting, and the power of the shareholders of the corporation to act by written consent, whether pursuant to Section 228 of the DGCL or otherwise, is specifically denied.
ARTICLE FOURTEEN: Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by this Certificate of Incorporation, may be called by the Chairman of the Board, in his discretion, and shall be called by the Chairman of the Board or the Secretary at the request in writing of a majority of the directors then holding office. Any such written request shall state the purpose or purposes of the proposed meeting.
ARTICLE FIFTEEN: The corporation shall, and shall cause each of the Exchange and CBOT and their respective successors and successors-in-interest to, (i) grant to each holder of a CME Membership and each holder of a Series B-1 membership in CBOT all trading rights and privileges for all new products first made available after the effective time of the merger of CBOT Holdings, Inc. with and into the corporation, pursuant to that certain Agreement and Plan of Merger, dated as of October 17, 2006, as amended, among the corporation, CBOT Holdings, Inc. and the CBOT (the “Merger Effective Time”) and traded on the open outcry exchange system of the Exchange or CBOT or any electronic trading system maintained by the Exchange or CBOT or any of their respective successors or successors-in-interest; (ii) prohibit the Exchange and any of its successors or successors-in-interest from trading products that, as of the Merger Effective Time, were traded on CBOT’s open outcry exchange system or any electronic trading system maintained by CBOT; and (iii) prohibit CBOT and any of its successors or successors-in-interest from trading products that, as of the Merger Effective Time, were traded on the Exchange’s open outcry exchange system or any electronic trading system maintained by the Exchange. The board of directors of the corporation shall, and shall cause the Exchange and CBOT to, enforce these requirements. Other members of CBOT shall have such trading rights and privileges for new products first made available after the Merger Effective Time and traded on the open outcry exchange system of the Exchange or CBOT or any electronic trading system maintained by the Exchange or CBOT or any of their respective successors or successors-in-interests as determined by the board of directors of the corporation in its sole discretion.
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Exhibit 31.1
CERTIFICATION
I, Terrence A. Duffy, certify that:
1. I have reviewed this report on Form 10-Q of CME Group Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: October 23, 2026 | /s/ Terrence A. Duffy | |||||||
| Name: Terrence A. Duffy | ||||||||
| Title: Chief Executive Officer | ||||||||
Exhibit 31.2
CERTIFICATION
I, Lynne Fitzpatrick, certify that:
1. I have reviewed this report on Form 10-Q of CME Group Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: October 23, 2026 | /s/ Lynne Fitzpatrick | ||||||||||
| Name: Lynne Fitzpatrick | |||||||||||
| Title: President and Chief Financial Officer | |||||||||||
Exhibit 32.1
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report on Form 10-Q of CME Group Inc. (the “Company”) for the quarter ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Terrence A. Duffy, as Chief Executive Officer of the Company, and Lynne Fitzpatrick, as President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| /s/ Terrence A. Duffy | |||||
| Name: Terrence A. Duffy | |||||
| Title: Chief Executive Officer | |||||
Dated: October 23, 2026
| /s/ Lynne Fitzpatrick | |||||
| Name: Lynne Fitzpatrick | |||||
| Title: President and Chief Financial Officer | |||||
Dated: October 23, 2026
This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by § 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.