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CME Group

CME GroupCMEEarnings & Financial Report

Nasdaq · Financials · Security & Commodity Brokers, Dealers, Exchanges & Services

CME Group Inc. is an American financial services company based in Chicago, Illinois. It operates financial derivatives exchanges, including the Chicago Mercantile Exchange (CME), the Chicago Board of Trade (CBOT), the New York Mercantile Exchange (NYMEX), and the Commodity Exchange (COMEX). The company owns 27% of S&P Dow Jones Indices. It is the world's largest operator of financial derivatives exchanges. Its exchanges are platforms for trading in agricultural products, currencies, energy, i...

What changed in CME Group's 10-K — 2024 vs 2025

Top changes in CME Group's 2025 10-K

417 paragraphs added · 339 removed · 274 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

101 edited+32 added−49 removed43 unchanged
Competition in our Derivatives Exchange Business We believe competition in the derivatives business is based on a number of factors, including, among others: • brand and reputation; • efficient and secure clearing, settlement and support services; • depth and liquidity of markets; • capital and margin efficiencies; • diversity of product offerings and frequency and quality of new product development and innovative services; • ability to position and expand upon existing products to address changing market needs; • efficient and seamless customer experience; • transparency, reliability, anonymity and security in transaction processing; • regulatory environment; 10 Table of Contents • connectivity, accessibility, flexibility in execution methods and distribution; • technological capability and innovation; and • overall transaction costs.
Competition in our Derivatives Exchange Business We believe competition in the derivatives business is based on a number of factors, including, among others: • brand and reputation; • efficient and secure clearing, settlement and support services; • depth and liquidity of markets; • capital and margin efficiencies; • diversity of product offerings and frequency and quality of new product development and innovative services; 10 Table of Contents • ability to position and expand upon existing products to address changing market needs; • efficient and seamless customer experience; • transparency, reliability, anonymity and security in transaction processing; • regulatory environment; • connectivity, accessibility, flexibility in execution methods and distribution; • technological capability and innovation; and • overall transaction costs.
We compete in a large and expanding financial services trading, clearing and settlement marketplace globally. Our competitors include, among other entities, exchanges such as Intercontinental Exchange, Inc. (ICE), Cboe Global Markets (Cboe), Euronext N.V., the Hong Kong Exchanges (HKEx) and Clearing Limited, and Deutsche Börse AG.
We compete in a large and expanding financial services trading, clearing and settlement marketplace globally. Our competitors include, among other entities, exchanges such as Intercontinental Exchange, Inc. (ICE), Cboe Global Markets (Cboe), Euronext N.V., the Hong Kong Exchanges and Clearing Limited (HKEX), and Deutsche Börse AG.
Regulation of our Derivatives Business, Derivatives Clearing Business, and Swap Data Repositories Our operation of our U.S. futures exchanges and our derivatives clearing business are subject to extensive regulation by the CFTC that requires our regulated subsidiaries to satisfy the requirements of certain core principles relating to the operation and oversight of our markets and our clearing house.
Regulation of our Derivatives Business, Derivatives Clearing Business, and Swap Data Repositories The operation of our U.S. futures exchanges and our derivatives clearing business are subject to extensive regulation by the CFTC that requires our regulated subsidiaries to satisfy the requirements of certain core principles relating to the operation and oversight of our markets and our clearing house.
The SEC also maintains an Internet site that contains reports, proxy and information statements, and other reports that we file or furnish with the SEC at http://www.sec.gov. Copies of these materials also are available to shareholders free of charge upon request to Shareholder Relations, officeofthesecretary@cmegroup.com.
The SEC also maintains an internet site that contains proxy and information statements and other reports that we file or furnish with the SEC at http://www.sec.gov. Copies of these materials also are available to shareholders free of charge upon request to Shareholder Relations, officeofthesecretary@cmegroup.com.
We believe competition in clearing services is based on, among other things, the value of providing customers with capital and margin efficiencies; quality and reliability of the services; creditworthiness of the clearing house; regulatory costs; timely delivery of the services; reputation; diversity of the service offerings; confidentiality of positions and information security protective measures; and the fees charged for the services provided.
We believe competition in derivatives clearing services is based on, among other things, the value of providing customers with capital and margin efficiencies; quality and reliability of the services; creditworthiness of the clearing house; regulatory costs; timely delivery of the services; reputation; diversity of the service offerings; confidentiality of positions and information security protective measures; and the fees charged for the services provided.
She previously served as Chief Financial Officer since April 2023, Deputy Chief Financial Officer since 2022 and Managing Director of Corporate Development and Treasurer of CME Group since 2017. Since joining the company in 2006, Ms. Fitzpatrick has held a variety of positions with increasing levels of responsibility within the finance organization.
She previously served as Chief Financial Officer since April 2023, Deputy Chief Financial Officer since 2022 and Managing Director of Corporate Development and Treasurer of CME Group since 2017. Since joining the company in 2006, Ms. Fitzpatrick has held a variety of positions with increasing levels of responsibility within the organization.
ITEM 1. BUSINESS CME Group enables clients to trade futures, options, cash and over-the-counter (OTC) products, optimize portfolios, and analyze data - empowering market participants worldwide the ability to efficiently manage risk and capture opportunities.
ITEM 1. BUSINESS CME Group enables clients to trade futures, options, cash and over-the-counter (OTC) products, optimize portfolios and analyze data - empowering market participants worldwide to efficiently manage risk and capture opportunities.
The CFTC carries out the regulation of the futures and swaps markets and clearing houses in accordance with the provisions of the Commodity Exchange Act as amended by, among others, the Commodity Futures Modernization Act and Dodd-Frank.
The CFTC carries out the regulation of the futures and swaps markets and clearing houses in accordance with the provisions of the Commodity Exchange Act (CEA) as amended by, among others, the Commodity Futures Modernization Act and Dodd-Frank.
Sammann serves as a member of the Board of Directors of the following entities: the Gulf Mercantile Exchange, the COMEX Board of Governors and the Commodities Markets Council, where he also serves as Treasurer.
Sammann serves as a member of the board of the following entities: the Gulf Mercantile Exchange, the COMEX Board of Governors and the Commodities Markets Council, where he also serves as Treasurer.
Prior to CME Group she worked as an investment banker at Credit Suisse and UBS. Ms. Fitzpatrick also serves as a director of S&P Dow Jones Indices LLC. Jonathan Marcus, 56. Mr. Marcus has served as our Senior Managing Director and General Counsel since October 2022. Prior to joining CME Group, Mr.
Prior to CME Group she worked as an investment banker at Credit Suisse and UBS. Ms. Fitzpatrick also serves as a director of S&P Dow Jones Indices LLC. Jonathan Marcus, 57. Mr. Marcus has served as our Senior Managing Director and General Counsel since October 2022. Prior to joining CME Group, Mr.
Prior to RBS, he held a senior trading role with JPMorgan in New York, spending 10 years with the Equity Derivatives Group. Hilda Harris Piell, 57. Ms. Piell has served as our Chief Human Resources Officer since 2007. A practicing attorney for fifteen years, Ms.
Prior to RBS, he held a senior trading role with JPMorgan in New York, spending 10 years with the Equity Derivatives Group. Hilda Harris Piell, 58. Ms. Piell has served as our Chief Human Resources Officer since 2007. A practicing attorney for fifteen years, Ms.
Her career also includes service as a clerk for a judge of the U.S. District Court for the Northern District of Illinois. Derek Sammann, 56. Mr. Sammann has served as our Senior Managing Director, Global Head of Commodities Markets since November 2021 and previously served as our Senior Managing Director, Commodities and Options Products since 2014.
Her career also includes service as a clerk for a judge of the U.S. District Court for the Northern District of Illinois. Derek Sammann, 57. Mr. Sammann has served as our Senior Managing Director, Global Head of Commodities Markets since November 2021 and previously served as our Senior Managing Director, Commodities and Options Products since 2014.
Since joining the company in 2001, he has held a variety of senior leadership roles, including Managing Director, Planning and Execution; Global Head, Commodity Products and OTC Solutions, and Managing Director and Chief Corporate Development Officer. Julie Winkler, 50. Ms. Winkler has served as our Chief Commercial Officer since 2016.
Since joining the company in 2001, he has held a variety of senior leadership roles, including Managing Director, Planning and Execution; Global Head, Commodity Products and OTC Solutions, and Managing Director and Chief Corporate Development Officer. Julie Winkler, 51. Ms. Winkler has served as our Chief Commercial Officer since 2016.
The majority of our clearing volumes and activities are related to our listed futures and options, which represent the majority of our open interest and collateral held against these positions. We also offer clearing services for OTC interest rate swaps, FX forwards and commodity swaps.
The majority of our clearing volumes and activities are related to our listed futures and options, which represent the majority of our open interest and collateral held against these positions. We also offer clearing services for event contracts, OTC interest rate swaps, FX forwards and commodity swaps.
He also served as President of TDA Trading, Inc. from 1981 to 2002 and has been a member of our CME exchange since 1981. Sunil Cutinho, 53. Mr. Cutinho has served as our Chief Information Officer since February 2022 and previously served as President of our clearing house since 2014.
He also served as President of TDA Trading, Inc. from 1981 to 2002 and has been a member of our CME exchange since 1981. Sunil Cutinho, 54. Mr. Cutinho has served as our Chief Information Officer since February 2022 and previously served as President of our clearing house since 2014.
He joined CME Group in 2002 and since then has held various positions of increasing responsibility within the organization, including as Managing Director, Deputy Head of CME Clearing from April 2014 through September 2014. Michael Dennis, 44. Mr.
He joined CME Group in 2002 and since then has held various positions of increasing responsibility within the organization, including as Managing Director, Deputy Head of CME Clearing from April 2014 through September 2014. Michael Dennis, 45. Mr.
Select highlights of our employee experience include the following: • We offer a wide range of benefits designed to support our employees’ health and well-being, retirement needs and work/life balance. • Our competitive compensation programs align employee rewards with shareholder interests and emphasize our pay-for-performance philosophy. • We provide a variety of avenues for employees to grow their expertise, including tuition assistance for continuing education, onsite and virtual-led professional development training courses, access to external seminars and technical skills training and over 10,000 online educational courses.
Select highlights of our employee experience include the following: • We offer a wide range of benefits designed to support our employees’ health and well-being, retirement needs and work/life balance. • Our competitive compensation programs align employee rewards with shareholder interests and emphasize our pay-for-performance philosophy. • We provide a variety of avenues for employees to grow their expertise, including tuition assistance for continuing education, onsite and virtual-led professional development training courses, access to external seminars and technical skills training and thousands of online educational courses.
In July 2023, the Federal Reserve Board, Federal Deposit Insurance Corporation, and Office of the Comptroller of the Currency jointly proposed changes to the regulatory capital framework for global systematically important banks (GSIBs), to implement international capital standards issued by the Basel Committee on Banking Supervision, which the Fed Vice Chair said will not be implemented as originally proposed.
In July 2023, the Federal Reserve Board, Federal Deposit Insurance Corporation, and Office of the Comptroller of the Currency jointly proposed changes to the regulatory capital framework for global systemically important banks, to implement international capital standards issued by the Basel Committee on Banking Supervision, which the Fed Vice Chair said will not be implemented as originally proposed.
Tobin served as a principal consultant with PricewaterhouseCoopers from 1997 to 2002. Mr. Tobin is a registered certified public accountant. Kendal Vroman, 53. Mr. Vroman has served as our Chief Transformation Officer since November 2021.
Tobin served as a principal consultant with PricewaterhouseCoopers from 1997 to 2002. Mr. Tobin is a registered certified public accountant. Kendal Vroman, 54. Mr. Vroman has served as our Chief Transformation Officer since November 2021.
Those copyrights, some of which are registered, include printed and online publications, websites, advertisements, educational materials, graphic presentations and other literature, both textual and electronic. We protect our 9 Table of Contents intellectual property rights by relying on trademarks, patents, copyrights, database rights, trade secrets, restrictions on disclosure and other methods.
Those copyrights, some of which are registered, include printed and online publications, websites, advertisements, educational materials, graphic presentations and other literature, both textual and electronic. We protect our intellectual property rights by relying on trademarks, patents, copyrights, database rights, trade secrets, restrictions on disclosure and other methods.
With the new arrangement implemented, eligible clearing firms of CME and the Government Securities Division of DTCC's FICC can now cross-margin an expanded suite of products, including CME Group SOFR futures, Ultra 10-Year U.S. Treasury Note futures and Ultra U.S. Treasury Bond futures, with FICC-cleared U.S. Treasury notes and bonds and certain repo transactions.
Eligible clearing firms of CME and the Government Securities Division of DTCC's FICC can now cross-margin an expanded suite of products, including CME Group SOFR futures, Ultra 10-Year U.S. Treasury Note futures and Ultra U.S. Treasury Bond futures, with FICC-cleared U.S. Treasury notes and bonds and certain repo transactions.
Competition in our CME Clearing Business In recent years there has been increased competition in the provision of clearing services, and we expect competition to continue to increase in connection with compliance with Dodd-Frank, EMIR 3.0, Basel III, MiFID II and other various laws and regulations.
Competition in our Derivatives Clearing Business In recent years there has been increased competition in the provision of clearing services for derivatives, and we expect competition to continue to increase in connection with compliance with Dodd-Frank, EMIR 3.0, Basel III, MiFID II and other various laws and regulations.
Information regarding our sustainability practices is available at the following: https://www.cmegroup.com/company/corporate-citizenship/esg.html, including our 2024 report when issued.
Information regarding our sustainability practices is available at the following: https://www.cmegroup.com/company/corporate-citizenship/esg.html, including our 2025 report when issued.
In 2024 , 85% of our contract volume was from trades by our members. CME Clearing Business: Through our clearing house operated by CME, we provide clearing and settlement services for a broad range of exchange-traded futures and options on futures contracts and OTC derivatives.
In 2025 , 85% of our contract volume was from trades by our members. Derivatives Clearing Business: Through our derivatives clearing house, operated by CME, we provide clearing and settlement services for a broad range of exchange-traded futures and options on futures contracts, exchange-traded swaps and OTC derivatives.
With the ongoing implementation of regulatory reform in the U.S. and in Europe, along with global implementation of Basel III capital requirements on financial institutions, we expect centralized clearing and capital efficiencies to continue to be important for our global client base.
With the ongoing 8 Table of Contents implementation of regulatory reform in the U.S. and in Europe, along with global implementation of Basel III capital requirements on financial institutions, we expect centralized clearing and capital efficiencies to continue to be important for our global client base.
His career also includes senior roles at other nationally recognized law firms and he began his career as a clerk for Judge Jose Cabranes of the U.S. Court of Appeals for the Second Circuit. Tim McCourt, 46. Mr. McCourt has served as Senior Managing Director, Global Head of Equities, FX and Alternate Products since August 2024.
His career also includes senior roles at other nationally recognized law firms and he began his career as a clerk for Judge Jose Cabranes of the U.S. Court of Appeals for the Second Circuit. Tim McCourt, 47. Mr. McCourt has served as Senior Managing Director, Global Head of Equities, FX and Alternative Products since August 2024.
Although we may receive license fees for such products, such fees may not offset the impact of any loss in revenue from our comparable product. Regulatory Matters Our businesses are regulated and serve a customer base that includes regulated market participants, and as such, we are subject to extensive regulation, primarily in the U.S., U.K. and E.U.
Although we may receive license fees for such products, such fees may not offset the impact of any loss in revenue from our comparable product. Regulatory Matters Our businesses are regulated and serve a customer base that includes regulated market participants, and as such, we are subject to extensive regulation, primarily in the U.S., UK and EU.
We provide a comprehensive multi-asset-class clearing solution to market participants for maximum operational ease and the capital efficiency that comes with connecting to our clearing house. Our clearing services offer the ability to optimize collateral 8 Table of Contents and capital efficiencies across portfolios within the clearing house while meeting the heightened regulatory requirements on derivatives.
We provide a comprehensive multi-asset-class clearing solution to market participants for maximum operational ease and the capital efficiency that comes with connecting to our derivatives clearing house. Our clearing services offer the ability to optimize collateral and capital efficiencies across portfolios within the clearing house while meeting the heightened regulatory requirements on derivatives.
We are also focused on impacts from the new administration and its federal regulatory appointees and any anticipated changes that may result.
We are also focused on impacts from the new U.S. administration and its federal regulatory appointees and any anticipated changes that may result.
Please also refer to the discussion below and in " Item 1A - Risk Factors" beginning o n page 16 for a description of competitive risks and uncertainties.
Please also refer to the discussion below and in " Item 1A - Risk Factors" beginning o n page 16 f or a description of competitive risks and uncertainties.
The clearing house marks open positions to market at least twice a trading day, requiring payments from clearing firms whose positions have lost value and making payments to clearing firms whose positions have gained value. For select cleared-only markets, positions are marked-to-market daily, with the capacity to mark-to-market more frequently as market conditions warrant.
The clearing house marks open positions to market at least twice each business day, requiring payments from clearing firms whose positions have lost value and making payments to clearing firms whose positions have gained value. For select cleared-only markets, positions are marked-to-market once each business day, with the capacity to mark-to-market more frequently as market conditions warrant.
The settlement of matched principal and exchange-traded businesses requires access to clearing houses either directly or through third-party providers of clearing and settlement services. BrokerTec Americas is a member of the Fixed Income Clearing Corporation (FICC), through which it clears U.S. Treasury and repo products.
The settlement of matched principal and exchange-traded businesses requires access to clearing houses either directly or through third-party providers of clearing and settlement services. BrokerTec Americas is a member of the FICC, through which 12 Table of Contents it clears U.S. Treasury and repo products.
He also serves on the Shanghai Gold Exchange’s International Advisory Board, the Commodity Futures Trading Commission's Agricultural & Energy and Environmental Markets Advisory Committees, and the Security Traders Association’s Listed Options Committee. Suzanne Sprague, 44. Ms. Sprague has served as our Chief Operating Officer and Global Head of Clearing since November 2024.
He also serves on the Shanghai Gold Exchange’s International Advisory Board, the CFTC's Agricultural & Energy and Environmental Markets Advisory Committees, and the Security Traders Association’s Listed Options Committee. Suzanne Sprague, 45. Ms. Sprague has served as our Chief Operating Officer and Global Head of Clearing since November 2024.
Additionally, other areas of the U.S. bank capital framework have come into focus as potential changes to the G-SIB capital surcharge calculation worksheet have been introduced, which could increase capital requirements. 13 Table of Contents • Financial Stability Board (FSB) consultation proposing that central counterparties (CCPs) maintain separate, dedicated resources and tools for resolution.
Additionally, other areas of the U.S. bank capital framework have come into focus as potential changes to the global systemically important bank capital surcharge calculation worksheet have been introduced, which could increase capital requirements. • Financial Stability Board (FSB) consultation proposing that central counterparties (CCPs) maintain separate, dedicated resources and tools for resolution.
CME Group is also the distributor of leading benchmark equity and commodity indices on behalf of third parties, as well as a distributor and licensor of our own proprietary benchmarks and indices, including CME Term SOFR Reference Rates (CME Term SOFR) and Term €STR Reference Rates, which adhere to the IOSCO Principles for Financial Benchmarks and are administered by our U.K. regulated subsidiary, CME Benchmark Administration Limited.
CME Group is also the distributor of leading benchmark equity and commodity indices on behalf of third parties, as well as a distributor and licensor of our own proprietary benchmarks and indices, including CME Term SOFR Reference Rates (CME Term SOFR) and Term €STR Reference Rates, which adhere to the International Organization of Securities Commissions Principles for Financial Benchmarks and are administered by our UK regulated subsidiary, CME Benchmark Administration Limited (CME Benchmark).
It also holds various permissions, approvals and exemptions globally, including those that subject certain of its activities to CFTC, FCA, AFM, Monetary Authority of Singapore, Australian Securities and Investments Commission, Hong Kong Monetary Authority and Canadian oversight.
Our EBS business holds various permissions, approvals and exemptions globally, including those that subject certain of its activities to FCA, AFM, Monetary Authority of Singapore, Australian Securities and Investments Commission, Hong Kong Monetary Authority and Canadian oversight.
BrokerTec is also subject to regulation in the U.K. by the FCA, as a multilateral trading facility (MTF), in the E.U. by the AFM, as a regulated market and by the applicable regulators in Singapore and Canada.
BrokerTec is also subject to regulation in the UK by the FCA, as a multilateral trading facility (MTF), in the EU by the AFM, as a regulated market and by the applicable regulators in Singapore and Canada.
We maintain comprehensive business continuity and disaster recovery plans, as well as facilities designed to provide nearly continuous availability of our markets in the event of a business disruption or disaster. We also maintain incident and crisis management plans that address responses to disruptive events.
We maintain comprehensive business continuity and disaster recovery plans, as well as facilities designed to enable timely recovery and resumption of our markets in the event of a business disruption or disaster. We also maintain incident and crisis management plans that address responses to disruptive events.
We cannot guarantee we will be able to maintain the exclusivity of our licensing agreements with S&P, Dow Jones, Nasdaq and FTSE Russell or be able to maintain existing exclusive and non-exclusive licensing arrangements beyond the term of the current agreements or that any renewal will be on terms as favorable to us.
We cannot guarantee we will be able to maintain the exclusivity of our licensing agreements with S&P, Dow Jones, Nasdaq and FTSE Russell or that any renewal will be on terms as favorable to us.
Legislation would be necessary to impose such a fee. Federal legislation has previously been proposed by Congress that would impose a user fee on digital asset spot markets to fund CFTC regulation of those assets.
Federal legislation has previously been proposed by Congress that would impose a user fee on digital asset spot markets to 13 Table of Contents fund CFTC regulation of those assets.
In the fixed income space, there are also multiple providers of treasury, European and U.S. repo, and European bond trading, as well as other products such as corporate bonds, municipal bonds, mortgage-backed bonds and agencies, and a multitude of competitors and new entrants offering single-dealer liquidity, bank-owned multi-participant platforms, streaming and request for quote services, and other broker-and exchange-enabled platforms.
Treasury, European and U.S. repo, and European bond trading, as well as other products such as corporate bonds, municipal bonds, mortgage-backed bonds and agencies, and a multitude of competitors and new entrants offering single-dealer liquidity, bank-owned multi-participant platforms, streaming and request for quote services, and other broker-and exchange-enabled platforms.
Dennis previously served on the CME Group Board of Directors from May 2020 to July 2024. Lynne Fitzpatrick, 46. Ms.
Dennis previously served on the CME Group Board of Directors from May 2020 to July 2024. 14 Table of Contents Lynne Fitzpatrick, 47. Ms.
Our Strategic Initiatives The following is a description of our strategic initiatives: Maximize Futures and Options Growth Globally — We continue to focus on driving growth and new customer acquisition by expanding, innovating and scaling our core offerings, and increasing participation from customers.
Our Strategic Initiatives The following is a description of our strategic initiatives: Maximize Futures and Options Growth Globally — Our strategy for driving growth and new customer acquisition centers on expanding, innovating and scaling our core offerings and increasing participation from customers.
We hold the rights to a number of patents and have a number of patent applications pending. Our patents cover match engine, trader user interface, trading floor support, market data, general technology and clearing house functionalities. We also own copyrights to a variety of materials.
We have registered many of our most important trademarks in the U.S. and other countries. We hold the rights to a number of patents and have a number of patent applications pending. Our patents cover match engine, trader user interface, trading floor support, market data, general technology and clearing house functionalities. We also own copyrights to a variety of materials.
Since 2015, she served as Managing Director, Credit & Liquidity Risk, Risk Policy & Banking, 15 Table of Contents overseeing our clearing house's exposure to counterparty credit risk, liquidity risk management and financial performance, acceptable collateral and collateral services, risk management policies and procedures, financial operations, and banking. Jack Tobin, 61. Mr.
From 2015 to 2022, she served as Managing Director, Credit & Liquidity Risk, Risk Policy & Banking, overseeing our clearing house's exposure to counterparty credit risk, liquidity risk management and financial performance, acceptable collateral and collateral services, risk management policies and procedures, financial operations, and banking. Jack Tobin, 62. Mr.
Ages are as of February 12, 2025. 14 Table of Contents Terrence A. Duffy, 66. Mr. Duffy has served as our Chairman and Chief Executive Officer since 2016. Mr. Duffy previously served as our Executive Chairman and President since 2012 and as Executive Chairman from 2006. Mr. Duffy has been a member of our board of directors since 1995.
Ages are as of February 11, 2026. Terrence A. Duffy, 67. Mr. Duffy has served as our Chairman and Chief Executive Officer since 2016. Mr. Duffy previously served as our Executive Chairman and President since 2012 and as Executive Chairman from 2006. Mr. Duffy has been a member of our board of directors since 1995.
Our CME Globex electronic trading system operates our central limit order book markets and is available on a global basis nearly 24 hours a day throughout the trading week. The CME Globex platform is accessible through a wide variety of vendor-provided and custom-built trading systems that benefit from our open application programming interface approach.
Our CME Globex electronic trading system operates our central limit order book (CLOB) markets. The CME Globex platform is accessible through a wide variety of vendor-provided and custom-built trading systems that benefit from our open application programming interface approach.
Fitzpatrick has served as our President & Chief Financial Officer since November 2024, when her role expanded to oversee human resources and transformation and execution, as well as her prior responsibilities for overseeing the company's corporate finance, accounting, investor relations, treasury, business development, corporate strategy, strategic investments, pricing and procurement functions.
Fitzpatrick has served as our President & Chief Financial Officer since November 2024, when her role expanded to oversee human resources and transformation and execution, as well as her prior responsibilities for overseeing the company's finance functions.
During 2024, our performance against these metrics was: • 3.3% voluntary turnover • 28.0% of open roles filled with internal candidates • 15.1% of employees promoted Our Chief Human Resources Officer provides our senior management and Board with regular updates related to our workforce empowerment and employee experience. Information about our Executive Officers The following are CME Group's executive officers.
During 2025 , our performance against these metrics was: • 4.1% voluntary turnover • 35.9% of open roles filled with internal candidates • 14.5% of employees promoted Our Chief Human Resources Officer provides our senior management and Board with regular updates related to our employee experienc e. Information about our Executive Officers The following are CME Group's executive officers.
BrokerTec is fully integrated with all major ISVs for order entry and staging as well as post trade for clearing and settlement, offering an efficient and fully electronic end-to-end trade workflow solution.
BrokerTec and EBS are fully integrated with all major ISVs for order entry and staging as well as post trade for clearing and settlement, offering an efficient and fully electronic end-to-end trade workflow solution. Certain BrokerTec products are cleared through third-party clearing houses.
Market liquidity - or the ability of a market to absorb the execution of large purchases or sales quickly and efficiently - is key to attracting and retaining customers and contributing to a market's success.
We believe our customers value the diversity of our products, liquidity, price transparency and technological capabilities. Market liquidity - or the ability of a market to absorb the execution of large purchases or sales quickly and efficiently - is key to attracting and retaining customers and contributing to a market's success.
We also provide the functionality to connect to CME Direct on a mobile device through our CME Direct Mobile application with full trading and on-the-go order management capabilities. 5 Table of Contents Together, our platforms offer: • certainty and flexibility of execution; • extensive capabilities to facilitate complex and demanding trading; • direct market access; • open access, price transparency and anonymity; • convenience and efficiency; • connectivity through highly secure, resilient and low-latency network options; • access to market data; and • global distribution, including connectivity through high-speed international telecommunications hubs in key financial centers.
Together, our platforms offer: • certainty and flexibility of execution; • extensive capabilities to facilitate complex and demanding trading; • direct market access; • open access, price transparency and anonymity; • convenience and efficiency; • connectivity through highly secure, resilient and low-latency network options; • access to market data; and • global distribution, including connectivity through high-speed international telecommunications hubs in key financial centers.
It is not currently conducting any business. Regulation of our Cash Markets Business The operation of BrokerTec subjects us to regulation by the Financial Industry Regulatory Authority (FINRA) and the U.S. Securities and Exchange Commission (SEC) as a broker-dealer and alternative trading system operator.
Regulation of our Cash Markets Business The operation of BrokerTec subjects us to regulation by the Financial Industry Regulatory Authority and the SEC as a broker-dealer and alternative trading system operator.
We do this by optimizing our global sales team, cross-selling certain products, expanding the strength of our existing benchmark products, launching new products and services, strengthening our existing product and service offerings, securing intellectual property rights to new products, enhancing our relationships and broadening our base of distribution partners, and deepening open interest in our core futures and options offerings.
To achieve this, we focus on several key areas: optimizing our global sales team, cross-selling select products, launching new products and services while strengthening our existing product and service offerings, securing intellectual property rights to new products, enhancing our relationships and broadening our base of distribution partners, improving our data distribution capabilities, and deepening open interest in our core futures and options offerings.
As of December 31, 2024, our global employee population consisted of approximately 3,760 employees, with 60% (approximately 2,245) working in the U.S. and the remaining 40% (approximately 1,515) working in our various non-U.S. locations (Australia, Brazil, Canada, China, France, Hong Kong, India, Japan, Mexico, Netherlands, Singapore, South Korea, Switzerland and the U.K.).
As of December 31, 2025, our global employee population consisted of approximate ly 3,875 employees, with 58% (approximately 2,230) working in the U.S. and the remaining 42% (approximately 1,645) working in our various non-U.S. locations (Australia, Brazil, Canada, China, France, Hong Kong, India, Japan, Mexico, Netherlands, Singapore, South Korea, Switzerland, United Arab Emirates and the UK).
CME Term SOFR is the only SOFR rate endorsed by the Alternative Reference Rates Committee (ARRC) and the Federal Reserve Board has formally endorsed the forward-looking term rates based on SOFR .
CME Group is well-positioned to capitalize on its ability to license CME Term SOFR, administered by CME Benchmark. CME Term SOFR is the only SOFR rate endorsed by the Alternative Reference Rates Committee and the Federal Reserve Board has formally endorsed the forward-looking term rates based on SOFR .
Prior to our merger with CBOT Holdings, Ms. Winkler held positions of increasing responsibility for CBOT Holdings since 1996. Ms. Winkler also serves as a director of S&P Dow Jones Indices LLC. AVAILABLE INFORMATION Our website is www.cmegroup.com. Information made available on our website does not constitute part of this document.
Winkler also serves as a director of S&P Dow Jones Indices LLC. AVAILABLE INFORMATION Our website is www.cmegroup.com. Information made available on our website does not constitute part of this document.
Key Areas of Focus We actively monitor and participate in the domestic and international legislative and rulemaking processes for our industry, including providing government testimony, commenting on proposed legislation and rulemaking, and educating our regulators and policymakers on potential impacts to the marketplace.
CME Benchmark administers a variety of different multi-asset class data products, including CME Term SOFR. Key Areas of Focus We actively monitor and participate in the domestic and international legislative and rulemaking processes for our industry, including providing government testimony, commenting on proposed legislation and rulemaking, and engaging with our regulators and policymakers on potential impacts to the marketplace.
Our integrated clearing function is designed to ensure the safety and the soundness of our markets by serving as the counterparty to every trade, becoming the buyer to each seller and the seller to each buyer, and limiting counterparty credit risk.
The CME ClearPort front-end system provides access to our flexible clearing services over multiple asset classes. Our integrated clearing function is designed to ensure the safety and the soundness of our derivatives markets by serving as the counterparty to every trade, becoming the buyer to each seller and the seller to each buyer, and limiting counterparty credit risk.
We further offer derived cash markets pricing, third-party and alternative data sets, as well as a wide range of analytic tools. As customers continue to leverage cloud technology to improve and evolve their businesses, CME Group has taken a leading role by becoming the first derivatives marketplace to provide live market data natively on the Google Cloud.
As customers continue to leverage cloud technology to improve and evolve their businesses, CME Group has taken a leading role by becoming the first derivatives marketplace to provide live market data natively on the Google Cloud.
In connection with the global offering of our products and clearing services, this business is also subject to the rules and regulations of the local jurisdictions in which we conduct business, including the European Securities and Markets Authority (ESMA), the U.K.
In connection with the global offering of our products and clearing services, this business is also subject to the rules and regulations of the local jurisdictions in which we conduct business, including the European Securities and Markets Authority, the UK Financial Conduct Authority (FCA) and Bank of England, the Netherlands Authority for the Financial Markets (AFM) and the Federal Financial Supervisory Authority in Germany, among others.
Our competitors in the clearing services space include, among others, companies such as ICE, LCH Group, OCC, Cboe Clear, Depository Trust & Clearing Corporation, HKEx and Clearing, Japan Securities Clearing Corporation, LME Clear and Eurex Clearing.
Our competitors in the derivatives clearing services space include, among others, companies such as ICE, LCH Group, OCC, Cboe Clear, DTCC, HKEX, Japan Securities Clearing Corporation, LME Clear and Eurex Clearing. Several new derivatives clearing operators have gained approval in the U.S. in the last decade.
Additionally, CME Group is the distributor of CME Term SOFR, a daily set of forward-looking interest rate estimates, calculated and published for 1-month, 3-month, 6-month and 12-month tenors and administered by CME Group Benchmark Administration Limited, a U.K. regulated subsidiary.
A copy of the S&P License Agreement has been filed as a material contract. Additionally, CME Group is the distributor of CME Term SOFR, a daily set of forward-looking interest rate estimates, calculated and published for 1-month, 3-month, 6-month and 12-month tenors and administered by CME Benchmark.
There is a growing array of platforms and technologies, often owned by well-capitalized financial institutions and intermediaries that are also driving internalization of client FX trade flows. There is also increasing competition from foreign government entities providing financial inducements to establish new FX trading venues in their countries.
There is a growing array of platforms and technologies, often owned by well-capitalized financial institutions and intermediaries that are also driving internalization of client FX trade flows.
Competition in our Cash Markets Business The cash markets businesses face substantial competition across a wide array and growing number of venues.
We believe competition in securities clearing will be based upon principles similar to the derivatives clearing business. Competition in our Cash Markets Business The cash markets businesses face substantial competition across a wide array and growing number of venues.
Market Data Business: We offer a variety of market data services through industry-leading market data platforms and third-party distribution partners, which are designed to meet the risk-management, trading, investment and business needs of our global client base. To this end, we provide proprietary real-time and historical market data related to CME Group’s deeply liquid exchanges and cash markets businesses.
Data Services Business: We offer a variety of data products and services through industry-leading data platforms and third-party distribution partners, which are designed to meet the risk-management, trading, investment and business needs of our global customer base.
Legislation to impose a financial transaction tax has been proposed previously in the U.S. Congress, Illinois General Assembly and State of New Jersey Legislature. Additionally, from time to time, the proposed U.S. presidential budget request has included a proposal to impose a user fee to fund all or a portion of the budget of the CFTC.
Legislation to impose a financial transaction tax has been proposed previously in the U.S. Congress, Illinois General Assembly (including a recent such proposal) and the State of New Jersey Legislature.
We have a history of providing customer value and responsiveness and believe our products and services position us to help our customers adapt to and comply with new regulations, while enabling them to 7 Table of Contents efficiently manage their risks. We continue to add new channel partners to help us expand the reach of CME Group offerings.
We have a history of providing customer value and responsiveness and believe our products and services position us to help our customers adapt to and comply with new regulations, while enabling them to efficiently manage their risks. For example, in 2025, we launched CME FX Spot+ and BrokerTec Chicago.
S&P Dow Jones Indices LLC combines the world class capabilities of the S&P and Dow Jones Indices, and is a significant player in passive investing, including the exchange-traded fund (ETF) industry value chain.
S&P Dow Jones Indices LLC combines the world class capabilities of the S&P and Dow Jones Indices and is a significant player in passive investing, including the exchange-traded fund (ETF) industry value chain and offers leading fixed income and credit indices, such as iBoxx, iTraxx and CDX. We act as the joint venture's licensing agent and distribution services provider.
BrokerTec and EBS offer anonymous and disclosed trading venues, offering clients multiple execution and distribution options and the benefit of an established and far-reaching distribution network of liquidity providers and consumers. BrokerTec operates global electronic trading for fixed income and money market products, with a leading position in cash U.S.
BrokerTec and EBS offer anonymous and disclosed trading venues, offering clients multiple execution and distribution options and the benefit of an established and far-reaching distribution network of liquidity providers and consumers.
For electronic and privately negotiated markets, we offer brokers and customers the CME Direct platform for arranging, executing, recording and risk-managing trades across all six major asset classes.
For electronic and privately negotiated markets, we offer brokers and customers the CME Direct platform for arranging, executing, recording and risk-managing trades across all six major asset classes. We also provide the functionality to connect to CME Direct on a mobile device through our CME Direct Mobile application with full trading and on-the-go order management capabilities.
A key strategy of a number of these alternative and emerging venues, is to offer their services at a significantly lower price in comparison to the established EBS and BrokerTec platforms, with the aim of enticing customer business, and the resulting shift of marketshare, away from our markets. 11 Table of Contents Competition in our Market Data Business Technology companies, market data and information vendors and front-end software vendors also represent actual and potential competitors because they have their own substantial market data calculation and distribution capabilities that could serve as alternative means for receiving open market data feeds instead of connecting directly to our exchange.
Competition in our Data Services Business Technology companies, market data and information vendors and front-end software vendors also represent actual and potential competitors because they have their own substantial market data calculation and distribution capabilities that could serve as alternative means for receiving open market data feeds instead of connecting directly to our exchanges.
Internalization is a growing part of the fixed income marketplace as well. We also face competition from parties able to offer both on-the-run and off-the-run marketplaces.
Internalization is a growing part of the fixed income marketplace as well. We also face competition from parties able to offer both on-the-run and off-the-run marketplaces. A key strategy of several of these alternative and emerging venues is to compete on price, offering their services at significantly lower rates than the established EBS and BrokerTec platforms.
As part of the joint venture, we acquired a long-term, ownership-linked, exclusive license to list futures and options based on the S&P 500 Index and certain other S&P indices. We also act as the joint venture's licensing agent and distribution services provider.
Through our joint venture with S&P Global, S&P Dow Jones Indices LLC, we have a long-term, ownership-linked, exclusive license to list futures and options based on the S&P 500 Index and certain other S&P indices.
In 2024, approximately 31% of our electronic futures and options volume was from transactions reported as outside the U.S. and approximately 54% of our market data revenue was derived from outside the U.S. We also achieved 17% growth in trading volume during European trading hours and 7% growth during Asia Pacific trading hours in 2024 compared to 2023.
In 2025 , approximately 31% of our electronic futures and options volume was from transactions reported as outside the U.S. and approximately 53% of our market data revenue was derived from outside the U.S.
We also offer cash and repo fixed income trading via BrokerTec, and spot and OTC FX trading via EBS. Additionally, we operate one of the world’s leading central counterparty clearing providers. Derivatives Exchange Business: Through our derivatives exchanges and clearing house, we believe our customers prefer CME Group's diversity of products, liquidity, price transparency and technological capabilities.
We also offer cash and repo fixed income trading via BrokerTec, and spot and OTC FX trading via EBS. Additionally, we operate one of the world’s leading central counterparty clearing providers. Derivatives Exchange Business: Our broad set of products offered on our derivatives exchanges (CME, CBOT, NYMEX and COMEX) are important risk management tools for our clients around the globe.
She leads the company’s sales, product marketing, research and product development, and innovation lab functions. She also oversees the international business line and the data and analytics services business line. She previously served as Senior Managing Director, Research and Product Development and Index Services of CME Group since 2014 and as Managing Director, Research and Product Development since 2007.
She leads the company’s sales, product marketing, research and product development, and innovation lab functions. She also oversees the international, retail, and data 15 Table of Contents and analytics services business lines.
Our BrokerTec business operated in the E.U. also connects to LCH Limited, LCH SA, BME Meff Clear and Cassa di Compensazione e Garanzia (CC&G), which act as central clearing participants in the European and U.K. gilt repo markets. 12 Table of Contents Regulation of our Market Data Business Our subsidiary, CME Group Benchmark Administration Limited, is a registered benchmark administrator, authorized and supervised by the FCA under the U.K.
Our BrokerTec business operated in the EU also connects to LCH Limited, LCH SA, BME Meff Clear and Cassa di Compensazione e Garanzia, which act as central clearing participants in the European and UK gilt repo markets.
CME Group and Google Cloud have partnered and begun building a new private Google Cloud region, and a co-location facility, in Aurora, Illinois, which will host Google Cloud's platform designed to support global trading of CME Group's futures and options markets, and offer derivatives traders cloud-based, ultra-low-latency networking, and high-performance computing.
This facility will host Google Cloud's platform designed to support the global trading of CME Group's futures and options markets in the cloud with next-generation cloud technology, ultra-low-latency networking and high-performance computing.
The majority of clearing and transaction fees received from clearing firms represents charges for trades executed and cleared on behalf of their customers. One firm represented at least 10% of our clearing and transaction fees revenue for 2024.
The clearing house has adopted processes to monitor for potential operational risks relating to the delivery of these physically-delivered contracts. 6 Table of Contents The majority of clearing and transaction fees received from clearing firms represents charges for trades executed and cleared on behalf of their customers. One firm represented 12% of our clearing and transaction fees revenue for 2025.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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The success of our markets depends on our ability to complete development of, successfully implement and maintain electronic trading and clearing systems that have the functionality, performance, availability and resilience, capacity, security and speed required by our customers.
The success of our markets depends on our ability to complete development of, successfully implement and maintain electronic trading and clearing systems that have the functionality, performance, availability, resilience, capacity, security and speed required by our customers.
The success of our business depends in large part on our ability to create interactive electronic marketplaces for a wide range of products that have the required functionality, performance, availability and resilience, capacity, security and speed to attract and retain customer s.
The success of our business depends in large part on our ability to create interactive electronic marketplaces for a wide range of products that have the required functionality, performance, availability, resilience, capacity, security and speed to attract and retain customer s.
The trading volumes in our markets are directly affected by domestic and international factors that are beyond our control, including: • economic, political and geopolitical market conditions, including the instability caused by wars; • legislative and regulatory changes, including any direct or indirect restrictions on or increased costs associated with trading in our markets or our clearing services; • broad trends in the industry and financial markets; • changes in price levels, trading volumes and volatility in the derivatives, cash and OTC markets and in their underlying markets; • shifts in demand or supply in commodities underlying our products; • competition; • changes in government monetary policies and the U.S.
The trading volumes in our markets are directly affected by domestic and international factors that are beyond our control, including: • economic, political and geopolitical market conditions, including the instability caused by trade policies and wars; • legislative and regulatory changes, including any direct or indirect restrictions on or increased costs associated with trading in our markets or our clearing services; • broad trends in the industry and financial markets; • changes in price levels, trading volumes and volatility in the derivatives, cash and OTC markets and in their underlying markets; • shifts in demand or supply in commodities underlying our products; • competition; • changes in government monetary policies and the U.S.
If any of our systems or the systems of our third-party providers do not operate properly, are compromised or are disabled, including as a result of system failure, employee or customer error or misuse of our systems, we could suffer financial loss, liability to customers, regulatory intervention or reputational damage that could affect demand by current and potential users of our market.
If any of our systems or the systems of our third-party service providers do not operate properly, are compromised or are disabled, including as a result of system failure, employee or customer error or misuse of our systems, we could suffer financial loss, liability to customers, regulatory intervention or reputational damage that could affect demand by current and potential users of our market.
If we cannot increase the capacity and capabilities of our systems to accommodate an increasing volume of transactions and to execute our business strategy, our ability to maintain or expand our businesses could be adversely affected. We, as well as many of our customers, depend on third-party suppliers and service providers for a number of services that are important.
If we cannot increase the capacity and capabilities of our systems to accommodate an increasing volume of transactions and to execute our business strategy, our ability to maintain or expand our businesses could be adversely affected. We, as well as many of our customers, depend on third-party service providers for a number of services that are important.
We cannot assure that we will not experience system failures from power or telecommunications failures, acts of God, war or terrorism, human error on our part or on the part of our third-party providers or partners, natural disasters, fire, rising temperatures, sabotage, hardware or software malfunctions or defects, computer viruses, cyber attacks, acts of vandalism or similar occurrences.
We cannot assure that we will not experience system failures from power or telecommunications failures, acts of God, war or terrorism, human error on our part or on the part of our third-party service providers or partners, natural disasters, fire, rising temperatures, sabotage, hardware or software malfunctions or defects, computer viruses, cyber attacks, acts of vandalism or similar occurrences.
In addition, while we may be entitled to recovery for breaches of, or liabilities otherwise incurred in connection with, our agreements with third-party suppliers and service providers, such recovery is limited by the terms of these agreements and may not compensate us in full.
In addition, while we may be entitled to recovery for breaches of, or liabilities otherwise incurred in connection with, our agreements with third-party service providers, such recovery is limited by the terms of these agreements and may not compensate us in full.
As part of our global information security and privacy programs, we employ resources to prevent, detect and respond to cyber attacks and security risks that could impact our people, processes and technology infrastructure, including rapid response to zero-day vulnerabilities.
As part of our global information security (GIS) and privacy programs, we employ resources to prevent, detect and respond to cyber attacks and security risks that could impact our people, processes and technology infrastructure, including rapid response to zero-day vulnerabilities.
Our systems, or those of our third-party providers, including cloud providers, may fail or be shut down or, due to capacity constraints, may operate slowly, causing one or more of the following to occur: • unanticipated disruptions in service to our customers; • slower response times and delays in our customers' trade execution and processing; • failed settlement of trades; • incomplete or inaccurate accounting, recording, or processing of trades; • financial losses; • cybersecurity attacks; • litigation or other customer claims; • loss of customers; or • regulatory sanctions.
Our systems, or those of our third-party service providers, including data center and cloud providers, may fail or be shut down or, due to capacity constraints, may operate slowly, causing one or more of the following to occur: • unanticipated disruptions in service to our customers; • slower response times and delays in our customers' trade execution and processing; • failed settlement of trades; • incomplete or inaccurate accounting, recording, or processing of trades; • financial losses; • cybersecurity attacks; • litigation or other customer claims; • loss of customers; or • regulatory sanctions.
Additionally, outside parties may attempt to fraudulently induce employees, users, customers or our third party providers to disclose sensitive information in order to gain access to our technology systems and data, or our customers’ systems and data, or our third parties' systems and data.
Additionally, outside parties may attempt to fraudulently induce employees, users, customers or our third-party service providers to disclose sensitive information in order to gain access to our technology systems and data, or our customers’ systems and data, or our third parties' systems and data.
While to date we have not experienced cyber incidents that are individually, or in the aggregate, material, we and certain of our third party providers have experienced cyber attacks of varying degrees in the past.
While to date we have not experienced cyber incidents that are individually, or in the aggregate, material, we and certain of our third-party service providers have experienced cyber attacks of varying degrees in the past.
These risks include our failure or inability to: • provide reliable and cost-effective services to our customers; • develop, in a timely manner, the required functionality to support electronic trading in a manner that is competitive with the functionality supported by other electronic markets; 20 Table of Contents • maintain the competitiveness of our fee structure; • attract ISVs to write software that will allow our customers to effectively access our systems; • respond to technological developments or service offerings by competitors; and • generate sufficient revenue to justify the substantial capital investment we have made and will continue to make to enhance our electronic trading platforms and other technology offerings.
These risks include our failure or inability to: • provide reliable and cost-effective services to our customers; • develop, in a timely manner, the required functionality to support electronic trading in a manner that is competitive with the functionality supported by other electronic markets; • maintain the competitiveness of our fee structure; • attract ISVs to write software that will allow our customers to effectively access our systems; • respond to technological developments or service offerings by competitors; and • generate sufficient revenue to justify the substantial capital investment we have made and will continue to make to enhance our electronic trading platforms and other technology offerings.
We routinely guarantee transactions submitted by our clearing firm customers with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds and other institutional customers. We could be adversely impacted by the financial distress or failure of one or more of our clearing firms.
In our derivatives business, we routinely guarantee transactions submitted by our clearing firm customers with counterparties in the financial industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds and other institutional customers. We could be adversely impacted by the financial distress or failure of one or more of our derivatives clearing firms.
There continue to be highly publicized cases involving fraud or other misconduct or manipulative activity by employees of financial services firms and other market participants. Improper trading activity on our platforms by participants could include activities such as spoofing, layering, wash trading and manipulation.
There continues to be highly publicized cases involving fraud or other misconduct or manipulative activity by employees of financial services firms and other market participants. Improper trading activity on our platforms by participants could include activities such as spoofing, layering, wash trading and manipulation.
We are dependent on the revenues from the trading and clearing activities of our exchange members. In 2024, 85% o f our derivatives contract volume was derived from our members. This dependence may give them influence over how we operate our business.
We are dependent on the revenues from the trading and clearing activities of our exchange members. In 2025 , 85% o f our derivatives contract volume was derived from our members. This dependence may give them influence over how we operate our business.
Any security attack or breach could result in system failures and delays, malfunctions in our operations, loss of customers or lower trading volume, loss of competitive position, damage to our reputation, disruption of our business, legal liability or regulatory fines and significant 19 Table of Contents costs, which in turn may cause our revenues and earnings to decline and could have a material impact on our financial condition or results of operations.
Any security attack or breach could result in system failures and delays, malfunctions in our operations, loss of customers or lower trading volume, loss of competitive position, damage to our reputation, disruption of our business, legal liability or regulatory fines and significant costs, which in turn may cause our revenues and earnings to decline and could have a material impact on our financial condition or results of operations.
These issues may include, but are not limited to, any of the risks discussed in this Item 1A, including risks from customer disputes, system failures or intrusions, cybersecurity attacks, failures to meet our regulatory obligations, failures of a clearing firm or other counterparty, issues relating to our third-party suppliers, alleged or actual fraud or misconduct or manipulative activity, or ineffective risk management.
These issues may include, but are not limited to, any of the risks discussed in this Item 1A, including risks from customer disputes, system failures or intrusions, cybersecurity attacks, failures to meet our regulatory obligations, failures of a clearing firm or other counterparty, issues relating to our third-party service providers, alleged or actual fraud or misconduct or manipulative activity, or ineffective risk management.
Federal Reserve and other international banks' forecasted interest rates; • availability of capital to our market participants and their appetite for risk-taking; • levels of assets under our customers' management; • volatile weather patterns, droughts, natural disasters and other catastrophes; 16 Table of Contents • pandemics affecting our customer base or our ability to operate our markets; and • consolidation or expansion in our customer base and within our industry.
Federal Reserve and other international banks' forecasted interest rates; • availability of capital to our market participants and their appetite for risk-taking; • levels of assets under our customers' management; • volatile weather patterns, droughts, natural disasters and other catastrophes; • pandemics affecting our customer base or our ability to operate our markets; and • consolidation or expansion in our customer base and within our industry.
These risks include: • fluctuations in currency exchange rates; 23 Table of Contents • complying with extensive and complex compliance requirements, regulations and oversight by regulators other than our primary functional regulators; • difficulties in staffing and associated costs in managing multiple international locations; • general economic, social and political conditions; • protectionist laws and business practices that favor local businesses in some countries; • reduced protection for intellectual property rights in some countries; • language and cultural differences; and • potentially adverse tax consequences.
These risks include: • fluctuations in currency exchange rates; • complying with extensive and complex compliance requirements, regulations and oversight by regulators other than our primary functional regulators; • difficulties in staffing and associated costs in managing multiple international locations; • general economic, social and political conditions; • protectionist laws and business practices that favor local businesses in some countries; • reduced protection for intellectual property rights in some countries; • language and cultural differences; and • potentially adverse tax consequences.
To the extent we enter into joint ventures and alliances, we may experience difficulties in the development and expansion of the business of any newly formed ventures, in the exercise of influence over the activities of any ventures in which we do not have a controlling interest, as well as encounter potential conflicts with our joint venture or alliance partners.
To the 23 Table of Contents extent we enter into joint ventures and alliances, we may experience difficulties in the development and expansion of the business of any newly formed ventures, in the exercise of influence over the activities of any ventures in which we do not have a controlling interest, as well as encounter potential conflicts with our joint venture or alliance partners.
These clearing firms have sought, and may seek in the future, legislative or regulatory changes that would, if adopted, enable them to use alternative clearing services for positions established on our exchanges or to freely move open positions among clearing houses in order to take advantage of our liquidity.
These clearing firms have sought, and may seek in the future, legislative or regulatory changes that would, if adopted, enable them to use alternative clearing services 17 Table of Contents for positions established on our exchanges or to freely move open positions among clearing houses in order to take advantage of our liquidity.
We may be subject to disputes regarding the quality of trade execution, the settlement of trades or other matters relating to our services. We may become subject to these claims as a result of failures or malfunctions of our systems and services we provide. We could incur significant legal expenses defending claims, even those without merit.
We may be subject to disputes regarding the quality of trade execution, the settlement of trades or other matters relating to our services. We may become subject to these claims as a 19 Table of Contents result of failures or malfunctions of our systems and services we provide. We could incur significant legal expenses defending claims, even those without merit.
Our competitors may: • respond more quickly to competitive pressures and opportunities, including responses based upon their corporate governance structures, which may be more flexible and efficient than our corporate governance structure; • develop products that are preferred by our customers compared to those offered by CME Group; • develop risk transfer products that compete with our products; • price their products and services more competitively; • develop and expand their network infrastructure and service offerings more efficiently; • utilize better, more user-friendly or more reliable technology, including artificial intelligence; • take greater advantage of acquisitions, alliances and other opportunities that provide a competitive advantage; • more effectively market, promote and sell their products and services; • better leverage existing relationships with customers and alliance partners or exploit better recognized brand names to market and sell their services; or • exploit regulatory disparities between traditional, regulated exchanges and alternative markets that benefit from a reduced regulatory burden and lower-cost business model.
Our competitors may: • respond more quickly to competitive pressures and opportunities, including responses based upon their corporate governance structures, which may be more flexible and efficient than our corporate governance structure; • develop products that are preferred by our customers compared to those offered by CME Group; • develop risk transfer products that compete with our products; • price their products and services more competitively; • develop and expand their network infrastructure and service offerings more efficiently; • utilize better, more user-friendly or more reliable technology, including artificial intelligence; • take greater advantage of acquisitions, alliances and other opportunities that provide a competitive advantage; • more effectively market, promote and sell their products and services; • market and sell their services more effectively because of their existing customer and alliance partner relationships, as well as their recognized brand names; or • exploit regulatory disparities between traditional, regulated exchanges and alternative markets that benefit from a reduced regulatory burden and lower-cost business model.
Our technology, our customers, our people and our third-party service providers may be vulnerable to targeted attacks, such as "phishing" attacks, unauthorized access, fraud, business email compromise, computer viruses, denial of service attacks, terrorism, "ransomware" attacks, attacks created through artificial intelligence, firewall or encryption failures or other security or operational risks.
Our technology, our customers, our people and our third-party service providers are vulnerable to targeted attacks, such as "phishing" attacks, unauthorized access, fraud, business email compromise, computer viruses, denial of service attacks, terrorism, "ransomware" attacks, attacks created through artificial intelligence, firewall or encryption failures or other security or operational risks.
Criminal groups, political activist groups and nation-state actors have targeted the financial services industry in general, including as a result of wars, and our role in the global marketplace places us at significant risk for a cyber attack and other information security threats.
Criminal groups, political activist groups and nation-state actors have targeted the financial services industry in general, including as a result of armed conflicts, and our role in the global marketplace places us at significant risk for a cyber attack and other information security threats.
If we experience systems failures or capacity constraints, our ability to conduct our operations and execute our business strategy could be materially harmed, and we could be subject to significant costs and liabilities.
If we experience system failures or capacity constraints, our ability to conduct our operations and execute our business strategy could be materially harmed, and we could be subject to significant costs and liabilities.
Please see "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Requirements" beginning on page 47 for additional information regarding capital requirements. Any reduction in our credit rating could increase the cost of our funding from the capital markets.
Please see "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations — Regulatory Requirements" beginning on page 47 for additional information regarding capital requirements. Any reduction in our credit rating cou ld increase the cost of our funding from the capital markets.
Further, allegations by regulatory or criminal authorities of improper 24 Table of Contents trading activities in our markets could affect our brand and reputation and reduce the number of participants trading in our markets. If that should occur, we could face a corresponding decline in trading volume and revenue.
Further, allegations by regulatory or criminal authorities of improper trading activities in our markets could affect our brand and reputation and reduce the number of participants trading in our markets. If that should occur, we could face a corresponding decline in trading volume and revenue.
As part of maintaining its FICC membership, BrokerTec Americas is required to timely and fully meet all margin calls and other obligations established by FICC, and as such must maintain ready access to sufficient liquidity to satisfy 17 Table of Contents those obligations.
As part of maintaining its FICC membership, BrokerTec Americas is required to timely and fully meet all margin calls and other obligations established by FICC, and as such must maintain ready access to sufficient liquidity to satisfy those obligations.
To the extent a clearing member were to experience a decrease in capital and be unable to meet requirements, it may be required to decrease its trading activity.
To the extent a clearing firm were to experience a decrease in capital and be unable to meet requirements, it may be required to decrease its trading activity.
In connection with these rights, our ability to take 26 Table of Contents certain actions that we may deem to be in the best interests of the company and its shareholders, including actions relating to certain pricing decisions, may be limited by the rights of our members. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
In connection with these rights, our ability to take certain actions that we may deem to be in the best interests of the company and its shareholders, including actions relating to certain pricing decisions, may be limited by the rights of our members. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable. ITEM 1C.
We face competition from other futures, securities and securities option exchanges; OTC markets; clearing organizations; consortia formed by our members and large industry participants; swap execution facilities; alternative trade execution facilities; technology firms, including market data distributors and electronic trading system developers; and others.
We face competition from other futures, securities and securities option exchanges; OTC markets; clearing organizations; consortia formed by our members and large industry participants; alternative trade execution facilities and crypto and prediction market platforms; technology firms, including market data distributors and electronic trading system developers; and others.
If we fail to comply with applicable laws, rules or regulations, we may be subject to censure, fines, cease-and-desist orders, suspension of our business, removal of personnel or other sanctions, including revocation of our designations as a contract market, derivatives clearing organization, swap execution facility, swap data repository, broker-dealer, multilateral trading facility or other regulatory status.
If we fail to comply with applicable laws, rules or regulations, we may be subject to censure, fines, cease-and-desist orders, suspension of our business, removal of personnel or other sanctions, including revocation of our designations as a contract market, derivatives clearing organization, swap data repository, broker-dealer, MTF or other regulatory status.
We are primarily subject to the jurisdiction of the regulatory agencies in the U.S., U.K. and E.U. As a result of our global operations, we are also subject to the rules and regulations of other local jurisdictions in which we conduct business and offer our products and services, as appropriate.
We are primarily subject to the jurisdiction of the regulatory agencies in the U.S., UK and EU. As a result of our global operations, we are also subject to the rules and regulations of other local jurisdictions in which we conduct business and offer our products and services, as appropriate.
We cannot guarantee that our policies and procedures will always be effective or that we will always be successful in evaluating, monitoring or managing the risks to which we are or may be exposed. We could be harmed by misconduct or errors that are difficult to detect and deter.
We cannot guarantee that our policies and procedures will always be effective or that we will always be successful in evaluating, monitoring or managing the risks to which we are or may be exposed. 24 Table of Contents We could be harmed by misconduct or errors that are difficult to detect and deter.
Additionally, we rely on our customers' ability to have the necessary back office functionality to support our new products and our trading and clearing functionality. To the extent our customers and/or their third party providers are not prepared and/or lack the resources or infrastructure, the success of our new initiatives may be compromised.
Additionally, we rely on our customers' ability to have the necessary back office functionality to support our new products and our trading and clearing functionality, including generating sufficient liquidity. To the extent our customers and/or their third-party service providers are not prepared and/or lack the resources or infrastructure, the success of our new initiatives may be compromised.
We cannot assess the extent to which we may be required in the future to obtain licenses with respect to patents held by others, whether such licenses would be available or, if available, whether we would be able to obtain such licenses on commercially reasonable terms.
We cannot assess the extent to which we may be required in the future to obtain licenses with respect to patents held by others, whether such licenses would be available or, if 25 Table of Contents available, whether we would be able to obtain such licenses on commercially reasonable terms.
As of December 31, 2024, we had approximately $3.4 billion of total indebtedness and we had excess borrowing capacity for general corporate purposes under our existing facilities of approximately $2.3 billion. Our indebtedness could have important consequences.
As of December 31, 2025, we had approximately $3.4 billion of total indebtedness and we had excess borrowing capacity for general corporate purposes under our existing facilities of approxima tely $2.3 billion. Our indebtedness could have important consequences.
It is not always possible to deter misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases.
It is not always possible to deter misconduct, and the precautions we take to prevent and detect this activity, including our internal controls, may not be effective in all cases.
We are heavily reliant on the capacity, reliability and security of our information technology and communications and other business systems and software supporting our operations.
We are heavily reliant on the capacity, reliability and security of our information technology and communications and other business systems and software supporting our operations provided by third parties.
Please see "Item 1 - Business - Competition" beginn ing on page 10 f or additional information on the competitive environment and its potential impact on our business. 18 Table of Contents Our trading volume, and consequently our revenues and profits, would be adversely affected if we are unable to retain our current customers at substantially similar trading levels or attract new customers.
Please see "Item 1 - Business - Competition" beginn ing on p age 10 for additional information on the competitive environment and its potential impact on our business. Our trading volume, and consequently our revenues and profits, would be adversely affected if we are unable to retain our current customers at substantially similar trading levels or attract new customers.
RISKS RELATING TO AN INVESTMENT IN OUR CLASS A COMMON STOCK Our indebtedness could adversely affect our financial condition and operations and prevent us from fulfilling our debt service obligations. We might still be able to incur more debt, intensifying these risks.
Any of these factors could adversely affect our business, reputation or operating results. RISKS RELATING TO AN INVESTMENT IN OUR CLASS A COMMON STOCK Our indebtedness could adversely affect our financial condition and operations and prevent us from fulfilling our debt service obligations. We might still be able to incur more debt, intensifying these risks.
We cannot provide assurances that we will be able to continue to expand our products and services, that we will be able to retain our current customers or attract new customers or that we will not be required to modify our pricing structure to compete effectively. Changes in our pricing structure may result in a decrease to our profit margin.
We cannot provide assurances that we will be able to continue to expand our products and services, that we will be able to retain our current customers or attract new customers or that we will not be required to modify our pricing structure to compete effectively.
For example, our indebtedness may: • require us to dedicate a significant portion of our cash flow from operations to payments on our debt, thereby reducing the availability of cash flows to fund capital expenditures, to pursue acquisitions or investments, to pay dividends and for general corporate purposes; • increase our vulnerability to general adverse economic conditions; • limit our flexibility in planning for, or reacting to, changes in or challenges relating to our business and industry; or • place us at a competitive disadvantage against any less leveraged competitors. 25 Table of Contents The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations, prospects and ability to satisfy our debt service obligations.
For example, our indebtedness may: • require us to dedicate a significant portion of our cash flow from operations to payments on our debt, thereby reducing the availability of cash flows to fund capital expenditures, to pursue acquisitions or investments, to pay dividends and for general corporate purposes; • increase our vulnerability to general adverse economic conditions; • limit our flexibility in planning for, or reacting to, changes in or challenges relating to our business and industry; or • place us at a competitive disadvantage against any less leveraged competitors.
Additionally, we are exposed to the risk of loss from the failure of a matched principal counterparty to settle its trades at BrokerTec Americas. A substantial part of our working capital may be at risk if a clearing firm defaults on its obligations to our clearing house and its margin and guaranty fund deposits are insufficient to meet its obligations.
A substantial part of our working capital may be at risk if a clearing firm defaults on its obligations to our clearing house and its margin and guaranty fund deposits are insufficient to meet its obligations. Additionally, BrokerTec Americas is exposed to the potential risk of loss in the event a counterparty fails to meet its obligations.
Additionally, if our ratings are downgraded below investment grade due to a change of control, we are required to make an offer to repurchase all of our fixed-rate notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest.
Additionally, if our ratings are downgraded below investment grade due to a change of control, we are required to make an offer to repurchase all of our fixed-rate notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest. 26 Table of Contents Our average rate per contract for our derivatives business is subject to fluctuation due to a number of factors.
We operate in a heavily regulated environment that imposes significant costs and competitive burdens on our business, and our failure to maintain compliance with regulations, our status as a regulated entity, or BrokerTec Americas' status as a member in good standing at FICC, could result in the loss of customers, fines or other consequences to our regulated status.
Please see "Item 1A - Risk Factors - Risks Relating To Our Business" beginning on page 20 for additional information. 16 Table of Contents We operate in a heavily regulated environment that imposes significant costs and competitive burdens on our business, and our failure to maintain compliance with regulations, our status as a regulated entity, or BrokerTec Americas' status as a member in good standing at FICC, could result in the loss of customers, fines or other consequences to our regulated status.
ITEM 1A. RISK FACTORS In addition to the other information contained in this Annual Report on Form 10-K, you should carefully consider the factors discussed below, which are the risks we believe are material at this time. These risks could materially and adversely affect our business, financial condition and results of operations.
ITEM 1A. RISK FACTORS In addition to the other information contained in this Annual Report on Form 10-K, you should carefully consider the factors discussed below, which are the risks we believe are material at this time.
We also have in place various measures intended to enable us to cure any default and maintain liquidity. However, we cannot guarantee that these measures will be sufficient to protect market participants from a default or that we will not be adversely affected in the event of a significant default.
However, we cannot guarantee that these measures will be sufficient to protect market participants from a default or that we will not be adversely affected in the event of a significant default.
These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.
If any of these risks actually occur or continue to occur, our business, financial condition and results of operations could be materially and adversely affected. These risks and uncertainties are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.
Any such system failures that cause an interruption in service or decrease our responsiveness could impact our trading volumes, impair our reputation, damage our brand, result in regulatory fines and have a material adverse effect on our business, financial condition and operating results.
Any such system failures that cause an interruption in service or decrease our responsiveness could impact our trading volumes, impair our reputation, damage our brand, result in regulatory fines and/or have a material adverse effect on our business, financial condition and operating results. 21 Table of Contents Regulations relating to our trading and clearing systems generally require the handling of anticipated present and future peak trading volume.
Such errors may result in CME Group being liable or in our voluntary assumption of financial liability. We cannot assure that if we experience system errors or failures in the future that they will not have a material adverse impact on our business.
We cannot assure that if we experience system errors or failures in the future that they will not have a material adverse impact on our business.
Our average rate per contract for our derivatives business is subject to fluctuation due to a number of factors. As a result, our average rate per contract in any particular period may not be a reliable indication of our future average rate per contract.
As a result, our average rate per contract in any particular period may not be a reliable indication of our future average rate per contract.
However, our security measures or those of our third-party providers, including any cloud-based technologies, may prove insufficient depending upon the attack or threat posed.
However, our security measures or those of our third-party service providers, including any cloud-based technologies, may prove insufficient depending upon the attack or threat posed. It is impossible to precisely predict the likelihood or impact of any cyberattack on our industry generally, or on our business.
In addition, we have established a fund (currently $98.0 million) to provide payments, up to certain maximum levels, to qualified family farmers, ranchers and other agricultural industry participants who use our products and who suffer losses to their segregated account balances if their clearing firm becomes insolvent. 22 Table of Contents Our market data revenues may be reduced by decreased demand, poor overall economic conditions, regulatory changes or a significant change in how market participants trade and use market data.
In addition, we have established a fund (currently $98.0 million) to provide payments, up to certain maximum levels, to qualified family farmers, ranchers and other agricultural industry participants who use our derivatives products and who suffer losses to their segregated account balances if their clearing firm becomes insolvent.
Our clearing firm clients must meet certain capital requirements and must deposit collateral to meet performance bond and guaranty fund requirements. There is no guarantee the collateral deposited will continue to maintain its value.
Changes in our pricing structure may result in a decrease to our profit margin. 18 Table of Contents Our clearing firms must meet certain capital requirements and must deposit collateral to meet performance bond and guaranty fund requirements. There is no guarantee the collateral deposited will continue to maintain its value.
Increased trading volume and order messaging traffic may result in connectivity problems or erroneous reports that may affect users of our platforms. 21 Table of Contents System failure or degradation could lead our customers to file formal complaints with industry regulatory organizations, to file lawsuits against us or to cease doing business with us or could lead our regulators to initiate inquiries or proceedings for failure to comply with applicable laws and regulations.
System failure or degradation could lead our customers to file formal complaints with industry regulatory organizations, to file lawsuits against us or to cease doing business with us or could lead our regulators to initiate inquiries or proceedings for failure to comply with applicable laws and regulations.
From time to time, we have experienced system errors and failures that have resulted in some customers being unable to connect to our electronic trading platforms and technology offerings, or that resulted in erroneous reporting, such as transactions that were not authorized by any customer or reporting of filled orders as canceled.
From time to time, we have experienced system errors and failures that have resulted in some customers being unable to connect to our electronic trading platforms and technology offerings, or that resulted in erroneous reporting. Such errors may result in CME Group being liable or in our voluntary assumption of financial liability.
In 2024, 92% of o ur overall contract volume was generated through electronic trading on our CME Globex electronic platform. We must continue to enhance our electronic trading platforms and other technology offerings to remain competitive. As a result, we will continue to be subject to risks, expenses and uncertainties encountered in the rapidly evolving market for electronic transaction services.
In 2025 , 93% of o ur overall contract volume was generated through electronic trading on our CME Globex electronic platform. We must continue to enhance our electronic trading platforms and other technology offerings to remain competitive.
We offer a wide range of data services designed to support the trading, risk management, investment and business needs of our customers. Revenues from our market data and information services represe nted 12% of our total revenues during the years ended December 31, 2024 and December 31, 2023.
Revenues from our market data and information services represe nted 12% of our total revenues during the years ended December 31, 2025 and December 31, 2024.
Regulations relating to our trading and clearing systems generally require the handling of anticipated present and future peak trading volume. Heavy use of our systems during peak trading times or at times of unusual market volatility could cause them to operate slowly or even to fail for periods of time.
Heavy use of our systems during peak trading times or at times of unusual market volatility could exceed our available capacity based on estimated future trading volumes and cause them to operate slowly or even to fail for periods of time. We constantly monitor system loads and performance, and regularly implement system upgrades to handle estimated increases in volume.
Additionally, BrokerTec Americas is exposed to the potential risk of loss in the event a counterparty fails to meet its obligations. Although we have policies and procedures to help ensure that our clearing firms and other counterparties can satisfy their obligations, these policies and procedures may not succeed in detecting problems or preventing defaults.
Our policies and procedures which are designed to ensure that our clearing firms and other counterparties can satisfy their obligations, including collecting margin and guaranty fund contributions from clearing firms, may not succeed in detecting problems or preventing defaults.
If we do not continue to enhance our electronic trading systems and technology offerings, including the development and migration of our markets and supporting operational and business functions to the CME Google Cloud platform and the private Google Cloud region, if we are unable to develop our trading systems and technology offerings to include other products and markets, or if they do not have the required functionality, performance, availability and resilience, capacity, security and speed desired by our customers, our ability to successfully compete and our revenues and profits will be adversely affected, which could have a material impact on our financial condition or results of operations.
If our trading systems and technology offerings cannot be developed to include other products and markets, or if they lack the functionality, 20 Table of Contents performance, availability, resilience, capacity, security, and speed demanded by our customers, our ability to successfully compete, along with our revenues and profits, will be adversely affected.
Please see "Item 1A - Risk Factors - Risks Relating To Our Business" beginning o n page 20 for additional information.
See "Item 1A - Risk Factors" beginning on page 16 for additional information on cyber attacks and other cybersecurity risks the company faces.
Removed
We constantly monitor system loads and performance, and regularly implement system upgrades to handle estimated increases in volume.
Added
Legislation regarding the regulatory market structure applicable to the trading and clearing of spot digital assets is currently being considered in Congress. It is not yet certain whether the legislation will be signed into law or whether it will have any impact on listed derivatives regulation.
Added
The legal status of certain event-based contracts, most notably those based on sports events, is the subject of litigation in various jurisdictions.
Added
The outcome of these cases, new laws or regulations, or changes in the interpretation of existing laws or regulations could immediately or subsequently impact our ability to offer certain event contracts and could subject us to additional litigation or regulatory scrutiny.
Added
As a result, we will continue to be subject to risks, expenses and uncertainties encountered in the rapidly evolving market for electronic transaction services.
Added
Failure to continuously improve our electronic trading systems and technology offerings could materially impact our financial condition or results of operations. This includes, but is not limited to, the successful development and migration of our markets and supporting operational and business functions to the Google Cloud in the new private Google Cloud region.
Added
Our business is subject to the impact of financial markets volatility, which is caused by conditions that are beyond our control. Trading volume in our markets and products is largely driven by the degree of volatility - the magnitude and frequency of fluctuations - in prices and levels of the underlying commodities, securities, indices, financial benchmarks or other instruments.
Added
Volatility increases the need to hedge price risk and creates opportunities for investment and speculative or arbitrage trading. Were there to be a sustained period of stability in the prices or levels of the underlying commodities, securities, indices, benchmarks or other instruments of our products, we could experience lower trading volumes, slower growth or declines in revenues.
Added
Because our cost structure is largely fixed, if demand for our current products and services declines for any reason, we may not be able to adjust our cost structure to counteract the associated decline in revenues, which would cause our net income to decline.
Added
On November 27, 2025, our largest data center owned and operated by CyrusOne experienced a critical cooling failure caused by human error. In response to the critical cooling failure, we made the decision to temporarily halt our markets. Our markets opened the following day on a delayed basis.
Added
Although the impact to our business from the event was limited and not material, we cannot make assurances that we will not experience future events that may be material.
Added
Increased trading volume and order messaging traffic may result in connectivity problems or erroneous reports that may affect users of our platforms.
Added
As discussed above in “If we experience system failures or capacity constraints, our ability to conduct our operations and execute our business strategy could be materially harmed, and we could be subject to significant costs and liabilities,” in November 2025, CyrusOne, the owner and operator of our largest data center, experienced a critical cooling failure, which resulted in our decision to temporarily halt our markets.
Added
During 2025, the clearing house transferred an average of approximately $6.7 billion a day through the clearing system for settlement from clearing firms whose positions had lost value to clearing firms whose positions had gained value. Additionally, we are exposed to the risk of loss from the failure of a matched principal counterparty to settle its trades at BrokerTec Americas.
Added
Later in 2026, we expect to launch clearing services for U.S. Treasury cash and repo transactions. While we have a long history in, and deep understanding of, risk 22 Table of Contents management from the operation of our derivatives clearing house, the operation of a securities clearing house is new to our business.
Added
The processes for calculating and setting margins and financial safeguards is complex and there is no guarantee that our risk models that are utilized to calculate margin and our financial safeguard procedures will adequately protect us in all circumstances. We have in place various measures intended to enable us to cure any default and maintain liquidity.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+35 added−1 removed23 unchanged
The strategy incorporates multiple layers of controls, including, monitoring, vulnerability management, identity and access management and security assessments. • Our program is aligned with the National Institute of Standards and Technology Cybersecurity Framework (NIST) and other technical standards and frameworks. • We have a robust cybersecurity defense response plan that provides a documented framework for handling security incidents and facilitates coordination across multiple parts of the company. • We invest in threat intelligence and operate a Cyber Defense Center, which acts as our hub of information sharing and threat intelligence analysis. • We incorporate external expertise and reviews into our cybersecurity risk management program and continue to engage leading professional consulting firms to assist our company in incorporating cybersecurity best practices. 27 Table of Contents • We provide annual cybersecurity awareness and ongoing phishing training, and we routinely conduct cybersecurity attack simulation exercises, which includes participation from various levels of management. • Following a risk-based approach, we conduct due diligence reviews of our third party providers for potential cybersecurity risks to the company.
The strategy incorporates multiple layers of controls, including, monitoring, vulnerability management, identity and access management and security assessments. • Our program is aligned with the National Institute of Standards and Technology Cybersecurity Framework (NIST) and other technical standards and frameworks. • We have a robust cybersecurity defense response plan that provides a documented framework for handling security incidents and facilitates coordination across multiple parts of the company. • We invest in threat intelligence and operate a Cyber Defense Center, which acts as our hub of information sharing and threat intelligence analysis. • We incorporate external expertise and reviews into our cybersecurity risk management program and continue to engage leading professional consulting firms to assist our company in incorporating cybersecurity best practices. • We provide annual cybersecurity awareness and ongoing phishing training, and we routinely conduct cybersecurity attack simulation exercises, which includes participation from various levels of management. • Following a risk-based approach, we conduct due diligence reviews of our third party providers for potential cybersecurity risks to the company.
We identify, assess and manage material risks from cybersecurity threats through our GIS Program as follows: • We deploy a defense-in-depth strategy, acknowledging the importance of people, processes and technology in upholding information security.
Throughout the incident response process, the Legal team is engaged, as appropriate, and helps consider whether disclosure is required once a determination is made in connection with the company’s leadership and the CMT. 89 Table of Contents We identify, assess and manage material risks from cybersecurity threats through our GIS Program as follows: • We deploy a defense-in-depth strategy, acknowledging the importance of people, processes and technology in upholding information security.
See "Item 1A - Risk Factors" beginning on page 16 for additional information on cyber attacks and other cybersecurity risks the company faces.
See "Item 1A - Risk Factors" beginning on page 16 for additional information on cyber attacks and other cybersecurity risks the company faces. 2025 Proxy Statement We have adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by our directors, officers, and employees, as well as by the company itself.
Removed
Throughout the incident response process, the Legal team is engaged, as appropriate, and helps consider whether disclosure is required once a determination is made in connection with the company’s leadership and the CMT.
Added
We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the company.
Added
A copy of our insider trading policy is filed with our most recent Annual Report on Form 10-K as Exhibit 19.1. 90 Table of Contents PAY VERSUS PERFORMANCE Year Summary Compensation Table Total for Terrence A. Duffy 1 ($) Compensation Actually Paid to Terrence A.
Added
Duffy 1,2,3 ($) Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) Average Compensation Actually Paid to Non-PEO NEOs 1,2,3 ($) Value of Initial Fixed $100 Investment based on: 4 Net Income ($ Millions) Cash Earnings 5 ($ Millions) TSR ($) Peer Group TSR ($) 2024 $ 23,945,589 $ 26,813,826 $ 3,425,778 $ 3,983,777 $ 141.71 $ 172.05 $ 3,526 $ 3,865 2023 23,468,000 34,175,281 3,803,969 4,637,219 122.76 148.62 3,226 3,573 2022 22,943,077 12,471,976 3,408,739 1,212,892 93.50 122.06 2,691 3,088 2021 22,924,737 26,891,265 3,321,407 4,505,841 121.26 140.56 2,637 2,583 2020 16,118,467 12,115,067 3,046,801 1,882,475 93.66 117.40 2,106 2,572 1 Terrence A.
Added
Duffy was our PEO for each year presented. The individuals comprising the Non-PEO named executive officers for each year presented are listed below. 2020 2021 2022 2023 2024 John W. Pietrowicz John W. Pietrowicz John W. Pietrowicz Lynne C. Fitzpatrick Lynne C. Fitzpatrick Kevin D. Kometer Kevin D. Kometer Julie Holzrichter Julie Holzrichter Derek L.
Added
Sammann Julie Holzrichter Julie Holzrichter Sean P. Tully Derek L. Sammann Julie M. Winkler Sunil K. Cutinho Sunil K. Cutinho Sunil K. Cutinho Sunil K. Cutinho Sunil K. Cutinho John W.
Added
Pietrowicz 2 The amounts shown for "Compensation Actually Paid" have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the company's NEOs.
Added
These amounts reflect the "Total" from the Summary Compensation Table with certain adjustments as described in footnote 3 below. 3 "Compensation Actually Paid" reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with Financial Accounting Standards Board ASC Topic 718.
Added
Amounts in the "Exclusion of Stock Awards" column are the amounts from the "Stock Awards" column set forth in the Summary Compensation Table . Amounts in the "Exclusion of Change in Pension Value" column reflect the amounts attributable to the "Change in Pension Value" reported in the Summary Compensation Table .
Added
Amounts in the "Inclusion of Pension Service Cost" are based on the service cost for services rendered during the listed year. Year Summary Compensation Table Total for Terrence A. Duffy ($) Exclusion of Change in Pension Value for Terrence A. Duffy ($) Exclusion of Stock Awards for Terrence A. Duffy ($) Inclusion of Pension Service Cost for Terrence A.
Added
Duffy ($) Inclusion of Equity Values for Terrence A. Duffy ($) Compensation Actually Paid to Terrence A.
Added
Duffy ($) 2024 23,945,589 (58,832) (13,512,333) 26,185 16,413,217 26,813,826 2023 23,468,000 (55,146) (12,594,380) 24,427 23,332,380 34,175,281 2022 22,943,077 (36,092) (12,530,269) 25,060 2,070,200 12,471,976 2021 22,924,737 (35,942) (11,563,324) 24,198 15,541,596 26,891,265 2020 16,118,467 (45,422) (10,933,603) 23,466 6,952,159 12,115,067 91 Table of Contents Year Average Summary Compensation Table Total for Non-PEO NEOs ($) Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) Average Exclusion of Stock Awards for Non-PEO NEOs ($) Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) Average Inclusion of Equity Values for Non-PEO NEOs ($) Average Compensation Actually Paid to Non-PEO NEOs ($) 2024 3,425,778 (20,778) (1,773,691) 21,469 2,330,999 3,983,777 2023 3,803,969 (65,419) (2,082,032) 21,610 2,959,091 4,637,219 2022 3,408,739 0 (1,703,264) 26,028 (518,610) 1,212,892 2021 3,321,407 (28,338) (1,951,311) 24,227 3,139,856 4,505,841 2020 3,046,801 (72,079) (1,845,104) 22,351 730,507 1,882,475 The amounts in the "Inclusion of Equity Values" in the tables above are derived from the amounts set forth in the following tables: Year Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Terrence A.
Added
Duffy ($) Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Terrence A. Duffy ($) Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Terrence A.
Added
Duffy ($) Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Terrence A. Duffy ($) Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Terrence A.
Added
Duffy ($) Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Terrence A. Duffy ($) Total - Inclusion of Equity Values for Terrence A.
Added
Duffy ($) 2024 7,395,740 2,137,573 6,566,926 312,978 0 0 16,413,217 2023 6,481,849 10,556,378 6,294,153 0 0 0 23,332,380 2022 6,530,171 (9,033,730) 5,461,954 (888,195) 0 0 2,070,200 2021 12,602,892 2,049,192 0 889,511 0 0 15,541,596 2020 6,433,902 (2,767,707) 4,962,787 (1,676,822) 0 0 6,952,159 92 Table of Contents Year Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Non-PEO NEOs ($) Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) 2024 1,832,803 428,204 0 69,992 (261,945) 0 2,330,999 2023 1,547,777 1,525,158 0 148,101 (261,945) 0 2,959,091 2022 1,630,119 (2,021,505) 0 (127,224) 0 0 (518,610) 2021 2,126,740 744,382 0 268,733 0 0 3,139,856 2020 1,923,248 (835,552) 0 (357,189) 0 0 730,507 4 The "Peer Group TSR" set forth in this table utilizes a custom group of peer companies, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024.
Added
The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the company and in the custom group of peer companies used in our performance graph, respectively.
Added
The custom peer group consists of: Cboe Global Markets Inc, Deutsche Boerse Ag, Intercontinental Exchange Inc, London Stock Exchange Group Plc and Nasdaq Inc.
Added
Historical stock performance is not necessarily indicative of future stock performance. 5 We determined cash earnings to be the most important financial performance measure used to link company performance to "Compensation Actually Paid" to our PEO and Non-PEO NEOs in 2024.
Added
More information about cash earnings can be found in the annual bonus section of the Compensation Discussion and Analysis beginning on page 60 . 93 Table of Contents RELATIONSHIP BETWEEN PEO AND OTHER NEOS COMPENSATION ACTUALLY PAID AND COMPANY AND PEER GROUP TOTAL SHAREHOLDER RETURN The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and the Company's and Peer Group's cumulative TSR over the five most recently completed fiscal years.
Added
RELATIONSHIP BETWEEN PEO AND OTHER NEO COMPENSATION ACTUALLY PAID AND NET INCOME The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Net Income during the five most recently completed fiscal years. 94 Table of Contents RELATIONSHIP BETWEEN PEO AND OTHER NEOS COMPENSATION ACTUALLY PAID AND CASH EARNINGS The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Cash Earnings during the five most recently completed fiscal years.
Added
TABULAR LIST OF MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES The following table presents the financial performance measures that the company considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2024 Company performance. The measures in this table are not ranked.
Added
Cash Earnings Relative TSR Net Income Margin EQUITY GRANT PRACTICES The following is a summary of our equity grant practices and the role of the committee in approving awards: • Our annual equity awards are granted on September 15th, or in the event the 15th is not a business day, the closest business day thereto.
Added
We do not time the grant of equity compensation in relation to the disclosure of material nonpublic information. • At a meeting prior to the annual grant date, the committee approves the awards for the senior management group based upon the target equity opportunities and recommendations from the Chairman and Chief Executive Officer (for executives other than himself) using a pre-set calculation of a percentage of base salary to determine the award value.
Added
Actual awards are granted based on the previously approved award value and the closing price on the actual grant date.
Added
The committee receives a report of the actual awards at a subsequent meeting. • The committee has delegated authority to the individual in the role of Chief Executive Officer to approve annual, sign-on, retention and initiative-based equity awards to employees below our senior management group other than our chief accounting officer, within parameters set by the committee.
Added
The committee is provided with an annual report on awards granted under such delegated authority. • Our Omnibus Stock Plan and our Director Stock Plan prohibit the granting of options or stock appreciation rights below the market value on the date of grant, the repricing of existing awards, and payment of dividends on performance-based shares prior to the achievement of performance goals.
Added
Dividends relating to outstanding shares of unvested time-based restricted stock are accrued and paid out at vesting.
Added
The equity targets for our named executive officers were established based upon a review of the nature of the responsibility of the position of the executive within CME Group, the competitive market data derived through our benchmarking practices and 95 Table of Contents the ability of the employee to impact the overall growth and performance of CME Group based upon his or her role within the company.
Added
As discussed in more detail on page 63, we generally target total compensation in the 50th percentile of our peer group. Through competitive compensation analysis, we compare equity compensation on a standalone basis as well as part of an executive's overall total compensation. The committee has the discretion to adjust the annual equity awards to distinguish for individual performance.
Added
The annual equity awards for the named executive officers were made at the target levels for 2024 and were comprised of 50% performance shares and 50% time-vested restricted stock. The performance shares, if earned, vest in full following the three-year performance period and the restricted shares vest ratably over a four-year period unless otherwise provided. 2025 Forms 10-Q ITEM 5.
Added
OTHER INFORMATION On February 18, 2025, Jonathan Marcus, Senior Managing Director and General Counsel adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c). The plan provides for the potential sale of up to 6,568 shares of the company's Class A common stock. The actual number of shares sold under Mr.
Added
Marcus’ plan will depend on the number of shares delivered at the time that certain of his equity awards vest during the term of the plan following the fulfillment of tax withholding obligations and subject to other conditions as set forth in the plan.
Added
The plan expires on March 31, 2026 or upon the earlier completion of all authorized transactions under the plan. In determining the number of shares that may be sold under the plan it is assumed that the performance shares vesting during the plan vest at target. ITEM 5.
Added
OTHER INFORMATION During the quarter ended June 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b-5 trading arrangement” as such terms are defined in Item 408(a) of Regulation S-K. ITEM 5.
Added
OTHER INFORMATION During the quarter ended September 30, 2025, no director or officer of the company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b-5 trading arrangement” as such terms are defined in Item 408(a) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION S Not applicable. PART III

Item 2. Properties

Properties — owned and leased real estate

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The company’s management believes that its properties are suitable for the purposes for which they are used and our current needs. Please see note 5. Property and note 11. Leases to the consolidated financial statements for more information.
In addition to the above properties, we have other offices and data centers in various locations around the globe. The company’s management believes that its properties are suitable for the purposes for which they are used and our current needs. Please see note 5. Property and note 11. Leases to the consolidated financial statements for more information.
ITEM 2. PROPERTIES Our corporate headquarters are located at 20 South Wacker Drive, Chicago, IL, where we lease approximately 530,000 square feet of general office space. This lease expires in 2032. Our European headquarters are located at the London Fruit & Wool Exchange at 1 Duval Square, London, where we lease approximately 120,000 square feet of general office space.
ITEM 2. PROPERTIES Our corporate headquarters are located at 20 South Wacker Drive, Chicago, IL, where we lease approximate ly 500,000 square feet of general office space. This lease expires in 2032.
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This lease expires in 2038. We also lease our largest data center from CyrusOne in Aurora, IL. This lease expires in 2031. In addition to the above properties, we have other offices and data centers in various locations around the globe.
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Our European headquarters are located at the London Fruit & Wool Exchange at 1 Duval Square, London, where we lease approximate ly 120,000 square feet of general office space. This lease expires in 2038. We also lease our largest data center from CyrusOne in Aurora, IL. This lease expires in 2031.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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ITEM 3. LEGAL PROCEEDINGS See "Legal and Regulatory Matters" in note 12. Contingencies to the consolidated financial statements beginning on page 76 for CME Group’s legal proceedings disclosure, which is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 28 Table of Contents PART II
ITEM 3. LEGAL PROCEEDINGS See "Legal and Regulatory Matters" in note 12. Contingencies to the consolidated financial statements beginning on page 77 for CME Group’s legal proceedings disclosure, which is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Series G Non-Voting Convertible Preferred Stock has the same equitable interest in our earnings and the same dividend payments per share as our Class A shares on an as converted basis. As of February 12, 2025, there was one holder of record of our Series G Non-Voting Convertible Preferred Stock.
Series G Non-Voting Convertible Preferred Stock has the same equitable interest in our earnings and the same dividend payments per share as our Class A shares on an as converted basis. As of February 11, 2026, there was one holder of record of our Series G Non-Voting Convertible Preferred Stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Class A Common Stock Our Class A common stock is currently listed on Nasdaq under the ticker symbol "CME." As of February 12, 2025, there were approximately 3,870 holders of record of our Class A common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Class A Common Stock Our Class A common stock is currently listed on Nasdaq under the ticker symbol "CME." As of February 11, 2026, there were approximately 3,650 holders of record of our Class A common stock.
As of February 12, 2025, there were approximately 1,480 holders of record of our Class B common stock. Preferred Stock In 2021, we issued and sold in a private placement approximately 4.6 million shares of Series G Non-Voting Convertible Preferred Stock.
As of February 11, 2026, there were approximately 1,430 holders of record of our Class B common stock. 29 Table of Contents Preferred Stock In 2021, we issued and sold in a private placement approximately 4.6 million shares of Series G Non-Voting Convertible Preferred Stock.
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock, in the peer group and the S&P 500 index on December 31, 2019 and its relative performance is tracked through December 31, 2024. 29 Table of Contents The stock price performance included in this graph is not necessarily indicative of future stock price performance. 2020 2021 2022 2023 2024 CME Group Inc. $ 93.66 $ 121.26 $ 93.50 $ 122.76 $ 141.71 S&P 500 118.40 152.39 124.79 157.59 197.02 Peer Group 117.40 140.56 122.06 148.62 172.05 Unregistered Sales of Equity Securities Not applicable. 30 Table of Contents Issuer Purchases of Equity Securities Period in 2024 Total Number of Shares (or Units) Purchased (1) Average Price Paid Per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (in millions) October 1 to October 31 — $ — — $ — November 1 to November 30 150 233.42 — — December 1 to December 31 15,919 233.54 — — Total 16,069 — _______________ (1) Shares purchased consist of an aggregate o f 16,069 shares of Class A common stock surrendered to satisfy employee tax obligations upon the vesting of restricted stock.
The stock price performance included in this graph is not necessarily indicative of future stock price performance. 2021 2022 2023 2024 2025 CME Group Inc. $ 129.46 $ 99.82 $ 131.06 $ 151.29 $ 181.29 S&P 500 128.71 105.40 133.10 166.40 196.16 Peer Group 119.73 103.97 126.59 152.01 164.59 Unregistered Sales of Equity Securities Not applicable. 30 Table of Contents Issuer Purchases of Equity Securities Period in 2025 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) October 1 to October 31 — $ — — $ 2,991.8 November 1 to November 30 269,829 (2) 277.62 269,735 2,917.0 December 1 to December 31 671,384 (3) 274.08 660,603 2,735.9 Total 941,213 (4) 930,338 _______________ (1) CME Group maintains a share repurchase program under which CME Group is authorized to repurchase up to $3.0 billion of its outstanding Class A common stock, par value $0.01 per share (the common stock) as announced on December 5, 2024.
Added
An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock, in the peer group and the S&P 500 index on December 31, 2020 and its relative performance is tracked through December 31, 2025.
Added
The share repurchase program has no expiration date. (2) Includes an aggregate of 94 shares of Class A common stock surrendered to satisfy employees' tax obligations upon the vesting of restricted stock. (3) Includes an aggregate of 10,781 shares of Class A common stock surrendered to satisfy employees' tax obligations upon the vesting of restricted stock.
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(4) Shares purchased included an aggregate o f 10,875 shares of Class A common stock surrendered to satisfy employee tax obligations upon the vesting of restricted stock. ITEM 6. [RESERVED] 31 Table of Contents

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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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, 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.
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.
Product mix. We offer exchange-traded futures and options contracts as well as cleared-only interest rate swap contracts. We also offer foreign exchange spot and forward contracts and fixed income products. Rates are varied by product in order to optimize revenue on existing products and to encourage contract volume upon introduction of new products. Venue.
Product mix. We offer exchange-traded futures and options contracts as well as cleared-only interest rate swap contracts and event contracts. We also offer foreign exchange spot and forward contracts and fixed income products. Rates are varied by product in order to optimize revenue on existing products and to encourage contract volume upon introduction of new products. Venue.
Cash that is not available for general corporate purposes because of regulatory requirements or other restrictions is classified as restricted cash and is included in other current assets or other assets in the consolidated balance sheets. Cash performance bonds and guarantee fund contribution assets are deemed to be restricted cash.
Cash that is not available for general corporate purposes because of regulatory requirements or other restrictions is classified as restricted cash and is included in other current assets or other assets in the consolidated balance sheets. Cash performance bonds and guarantee fund contribution assets are deemed to be restricted cash and restricted cash equivalents.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION Management’s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows: • Executive Summary : Includes an overview of our business; current economic, competitive and regulatory trends relevant to our business; our current business strategy; and our primary sources of operating and non-operating revenues and expenses. • Critical Accounting Policies : Provides an explanation of accounting policies that may have a significant impact on our financial results and the estimates, assumptions and risks associated with those policies. • Results of Operations : Includes an analysis of our 2024 financial results and a discussion of any known events or trends that are likely to impact future results. • Liquidity and Capital Resources : Includes a discussion of our future cash requirements, capital resources, significant planned expenditures and financing arrangements.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION Management’s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows: • Executive Summary : Includes an overview of our business; current economic, competitive and regulatory trends relevant to our business; our current business strategy; and our primary sources of operating and non-operating revenues and expenses. • Critical Accounting Policies : Provides an explanation of accounting policies that may have a significant impact on our financial results and the estimates, assumptions and risks associated with those policies. • Results of Operations : Includes an analysis of our 2025 financial results and a discussion of any known events or trends that are likely to impact future results. • Liquidity and Capital Resources : Includes a discussion of our future cash requirements, capital resources, significant planned expenditures and financing arrangements.
EXECUTIVE SUMMARY Business Overview CME Group, a Delaware stock corporation, is the holding company for CME, CBOT, NYMEX, COMEX, NEX and their respective subsidiaries. The holding company structure is designed to provide strategic and operational flexibility.
EXECUTIVE SUMMARY Business Overview CME Group, a Delaware stock corporation, is the holding company for CME, CBOT, NYMEX, COMEX, NEX Group plc (NEX) and their respective subsidiaries. The holding company structure is designed to provide strategic and operational flexibility.
Investment income is influenced by market interest rates, changes in the levels of cash performance bonds deposited by clearing firms, the amount of dividends distributed by our strategic investments and the availability of funds generated by operations. • Interest and other borrowing costs expense includes charges associated with various short-term and long-term funding facilities, including commitment fees on lines of credit agreements. • Equity in net earnings (losses) of unconsolidated subsidiaries includes income and losses from our investments in S&P Dow Jones Indices LLC, OSTTRA, Shanghai CFETS-NEX International Money Broking Co., Ltd. and Gulf Mercantile Exchange. • Other income (expense) includes expenses related to the distribution of a portion of interest earned on performance bond collateral reinvestment to the clearing firms, gains and losses on derivative contracts and other various income and expenses outside our core operations. 35 Table of Contents CRITICAL ACCOUNTING POLICIES The notes to our consolidated financial statements include disclosure of our significant accounting policies.
Investment income is influenced by market interest rates, changes in the levels of cash performance bonds deposited by clearing firms, the amount of dividends distributed by our strategic investments and the availability of funds generated by operations. • Interest and other borrowing costs expense includes charges associated with various short-term and long-term funding facilities, including commitment fees on lines of credit agreements. • Equity in net earnings (losses) of unconsolidated subsidiaries includes income and losses from our investments in FanDuel Prediction Markets Holdings LLC, S&P Dow Jones Indices LLC, OSTTRA, Shanghai CFETS-NEX International Money Broking Co., Ltd. and Gulf Mercantile Exchange. • Other income (expense) includes expenses related to the distribution of a portion of interest earned on performance bond collateral reinvestment to the clearing firms, gains and losses on derivative contracts and other various income and expenses outside our core operations. 35 Table of Contents CRITICAL ACCOUNTING POLICIES The notes to our consolidated financial statements include disclosure of our significant accounting policies.
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 December 31, 2024, we have excess borrowing capacity for general corporate purposes of approximatel y $2.3 billion under our multi-currency revolving senior credit facility.
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 December 31, 2025, we have excess borrowing capacity for general corporate purposes of approximatel y $2.3 billion under our multi-currency revolving senior credit facility.
It is also possible that we may need to raise additional funds to finance our activities through future public debt offerings or by direct borrowings from financial institutions through our committed revolving credit facilities. Cash will also be required for non-cancellable purchase obligations as at December 31, 2024. Commitments include material contractual purchase obligations that are non-cancellable.
It is also possible that we may need to raise additional funds to finance our activities through future public debt offerings or by direct borrowings from financial institutions through our committed revolving credit facilities. Cash will also be required for non-cancellable purchase obligations as at December 31, 2025. Commitments include material contractual purchase obligations that are non-cancellable.
The following table summarizes our credit ratings as of December 31, 2024: Rating Agency Short-Term Debt Rating Long-Term Debt Rating Outlook Standard & Poor’s A1+ AA- Stable Moody’s Investors Service 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.
The following table summarizes our credit ratings as of December 31, 2025: Rating Agency Short-Term Debt Rating Long-Term Debt Rating Outlook Standard & Poor’s A1+ AA- Stable Moody’s Investors Service 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.
Instead, it relies on dividends declared and paid to it by its subsidiaries in order to provide the funds that 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 December 31, 2024, the letters of credit totaled $400.0 million.
Instead, it relies on dividends declared and paid to it by its subsidiaries in order to provide the funds that 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 December 31, 2025, the letters of credit totaled $400.0 million.
Past tax audits have not resulted in tax adjustments that resulted in a material change to the income tax provision in the year the audit was completed.
Past tax audits have not resulted in tax adjustments that led to a material change to the income tax provision in the year the audit was completed.
We currently do not have any foreign currency trades outstanding under this facility. At December 31, 2024, 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.
We currently do not have any foreign currency trades outstanding under this facility. At December 31, 2025, we were in compliance with the various covenant requirements of all our debt facilities. CME Group, as a holding company, has no operations of its own.
Approximately 30% of our market data and information services revenue in 2024 was earned from the two largest resellers of our market data. Despite this concentration, we consider exposure to significant risk of revenue loss to be minimal.
Approximately 30% of our market data and information services revenue in 2025 was earned from the two largest resellers of our market data. Despite this concentration, we consider exposure to significant risk of revenue loss to be minimal.
Other Sources of Revenue Market data and information services. In 2024 when compared with 2023, the increase in market data and information services revenue was largely attributable to price increases for certain products as well as an increase in usage for certain products.
Other Sources of Revenue Market data and information services. In 2025 when compared with 2024, the increase in market data and information services revenue was largely attributable to price increases for certain products as well as an increase in usage for certain products.
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 the cash markets business as well as interest rate swaps.
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.
This expense fluctuates with changes in contract volumes as well as changes in fee structures. • Other expenses include occupancy and building operations expenses including rent, maintenance, real estate taxes, utilities and other related costs related to leased property in Chicago, New York, the U.K., and India, as well as other smaller locations throughout the world.
This expense fluctuates with changes in contract volumes as well as changes in fee structures. • Other expenses include occupancy and building operations expenses including rent, maintenance, real estate taxes, utilities and other related costs related to leased property in Chicago, New York, the UK, and India, as well as other smaller locations throughout the world.
A significant portion of our revenue is derived from the clearing and transaction fees we assess on each contract executed through our trading venues and cleared through our clearing house. Clearing and transaction fees are 36 Table of Contents recognized as revenue when a buy and sell order are matched, novated and when the trade is cleared.
A significant portion of our revenue is derived from the clearing and transaction fees we assess on each contract executed through our trading venues and cleared through our clearing house. Clearing and transaction fees are recognized as revenue when a buy and sell order are matched, novated and when the trade is cleared.
Each year, capital expenditures are incurred for improvements to and modification of our offices, remote data centers, telecommunications network and other operating equipment. In 2025, we expect capital expenditures to total approximately $90.0 million, n et of any leasehold improvement allowances. We continue to monitor our capital needs and may revise our forecasted expenditures as necessary in the future.
Each year, capital expenditures are incurred for improvements to and modification of our offices, remote data centers, telecommunications network and other operating equipment. In 2026, we expect capital expenditures to total approximately $85.0 million, n et of any leasehold improvement allowances. We continue to monitor our capital needs and may revise our forecasted expenditures as necessary in the future.
Software development costs incurred during the planning or maintenance stages of a software project are expensed as incurred, while certain costs incurred during the application development stage are capitalized and are amortized over the estimated useful life of the software, which is generally two to four years, but up to eight years for certain trading and clearing applications, depending upon expected useful lives.
Software development costs incurred during the planning or maintenance stages of a software project are expensed as incurred, while certain costs incurred during the application development stage are capitalized and are amortized over the estimated useful life of the software, which is generally two to four years, but up to eight years for certain trading and clearing applications.
Clearing firm guaranty fund contributions received in the 45 Table of Contents form of cash or U.S. Treasury securities as well as the performance bond assets (pursuant to the CME rulebook) can be used to collateralize the facility. At December 31, 2024, guaranty fund contributions available to collateralize the facility totaled $10.1 billion.
Clearing firm guaranty fund contributions received in the form of cash or U.S. Treasury securities as well as the performance bond assets (pursuant to the CME rulebook) can be used to collateralize the facility. At December 31, 2025, guaranty fund contributions available to 45 Table of Contents collateralize the facility totaled $10.7 billion.
On occasion, the customer's exchange trading privileges may not be properly entered by the clearing firm and incorrect fees are charged for the transactions in the affected accounts. When this information is corrected within the time period allowed by the exchange, a fee adjustment is provided to the clearing firm.
On occasion, the 36 Table of Contents customer's exchange trading privileges may not be properly entered by the clearing firm and incorrect fees are charged for the transactions in the affected accounts. When this information is corrected within the time period allowed by the exchange, a fee adjustment is provided to the clearing firm.
For a comparison of our results of operations for the fiscal years ended December 31, 2023 to December 31, 2022, see "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 28, 2024.
For a comparison of our results of operations for the fiscal years ended December 31, 2024 to December 31, 2023, see "Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025.
Debt Instruments The following table summarizes our debt outstanding as of December 31, 2024: (in millions) Par Value Fixed rate notes due March 2025, stated rate of 3.00% (1) $ 750.0 Fixed rate notes due June 2028, stated rate of 3.75% 500.0 Fixed rate notes due March 2032, stated rate of 2.65% 750.0 Fixed rate notes due September 2043, stated rate of 5.30% (2) 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 on the notes effectively became fixed at a rate of 3.11%.
Debt Instruments The following table summarizes our debt outstanding as of December 31, 2025: (in millions) Par Value Fixed rate notes due June 2028, stated rate of 3.75% $ 500.0 Fixed rate notes due March 2030, stated rate of 4.40% 750.0 Fixed rate notes due March 2032, stated rate of 2.65% 750.0 Fixed rate notes due September 2043, stated rate of 5.30% (1) 750.0 Fixed rate notes due June 2048, stated rate of 4.15% 700.0 _______________ (1) We maintained a forward-starting interest rate swap agreement that modified the interest obligation associated with these notes so that the interest payable effectively became fixed at a rate of 4.73%.
Our practice is to have our pension plan 100% funded at each year end on a projected benefit obligation basis, while also satisfying any minimum required contribution and obtaining the maximum tax de duction. Base d on our actuarial projections, we estimate that a $12.2 million additional contribution will be necessary in 2025 to meet our funding goal.
Our practice is to have our pension plan 100% funded at each year end on a projected benefit obligation basis, while also satisfying any minimum required contribution and obtaining the maximum tax de duction. Base d on our actuarial projections, we estimate that a $10.1 million additional contribution will be necessary in 2026 to meet our funding goal.
We expect competition to continue to intensify, especially in light of ongoing regulatory development in the financial services industry.
We expect competition to continue to intensify, especially in light of ongoing regulatory developments in the financial services industry.
Liquidity and Cash Management Cash and cash equivalents, excluding restricted cash, totaled $2.9 billion at both December 31, 2024 and December 31, 2023. 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.
Liquidity and Cash Management Cash and cash equivalents, excluding restricted cash and restricted cash equivalents, totaled $4.4 billion and $2.9 billion at December 31, 2025 and December 31, 2024, respectively. The balance retained in cash and cash equivalents is a function of anticipated or possible short-term cash needs, prevailing interest rates, our corporate investment policy and alternative investment choices.
Year-over-Year Change (amounts in millions) 2024 2023 2024-2023 BrokerTec fixed income transaction fees $ 145.1 $ 152.1 (5) % EBS foreign exchange transaction fees 131.6 132.6 (1) 41 Table of Contents The related average daily notional value for the years ended 2024 and 2023 for key cash markets products were as follows: Year-over-Year Change (amounts in billions) 2024 2023 2024-2023 U.S.
Year-over-Year Change (amounts in millions) 2025 2024 2025-2024 BrokerTec fixed income transaction fees $ 151.1 $ 145.1 4 % EBS foreign exchange transaction fees 132.6 131.6 1 41 Table of Contents The related average daily notional value for the years ended 2025 and 2024 for key cash markets products were as follows: Year-over-Year Change (amounts in billions) 2025 2024 2025-2024 U.S.
This strategy allows us to continue to develop into a more broadly diversified financial exchange that provides trading and clearing solutions across a wide range of products and asset classes. Our strategic initiatives are discussed in "Item 1 - Business" beginning o n page 7 . Revenues Clearing and transaction fees.
This strategy allows us to continue to develop into a more broadly diversified financial exchange that provides trading and clearing solutions across a wide range of products and asset classes. Our strategic initiatives are discussed in "Item 1 - Business" beginni ng on page 7 . Revenues Clearing and transaction fees.
However, the amount of the actual contribution is contingent on various factors, including the actual rate of return on our plan assets during 2025 and the December 31, 2025 discount rate. 46 Table of Contents Regulatory Requirements CME is regulated by the CFTC as a derivatives clearing organization (DCO).
However, the amount of the actual contribution is contingent on various factors, including the actual rate of return on our plan assets during 2026 and the December 31, 2026 discount rate. Regulatory Requirements CME is regulated by the CFTC as a derivatives clearing organization (DCO).
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 September 30, 2021, giving effect to share repurchases made and special dividends paid during the term of the agreements (and in no event greater than $2.0 billion in aggregate), multiplied by 0.65.
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.
These critical policies, which are presented in detail in the notes to our consolidated financial statements, relate to the valuation of financial instruments, goodwill and intangible assets, revenue recognition, income taxes and internal use software costs. Valuation of financial instruments.
These critical policies, which are presented in detail below, relate to the valuation of financial instruments, goodwill and intangible assets, revenue recognition, income taxes and internal use software costs. Valuation of financial instruments.
We are also required to comply with restrictions contained in the general corporation laws of our state of incorporation, which could limit our ability to declare and pay dividends. On February 6, 2025, the company declared a regular quarterly dividend of $1.25 per sh are for all outstanding common and preferred shares.
We are also required to comply with restrictions contained in the general corporation laws of our state of incorporation, which could limit our ability to declare and pay dividends. On February 12, 2026, the company declared a regular quarterly dividend of $1.30 per share for all outstanding common and preferred shares.
Year-over-Year Change (in millions) 2024-2023 Increase due to change in total contract volume $ 405.7 Decrease due to change in average rate per contract (3.2) Net increase in clearing and transaction fees $ 402.5 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.
Year-over-Year Change (in millions) 2025-2024 Increase due to change in total contract volume $ 261.2 Increase due to change in average rate per contract 28.5 Net increase in clearing and transaction fees $ 289.7 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.
In general, the amount of the annual variable dividend will be determined at the end of each year, and the level will increase or decrease from year to year based on operating results, capital expenditures, potential merger and acquisition activity and other forms of capital return, including regular dividends and share buybacks during the prior year. 44 Table of Contents Sources and Uses of Cash The following is a summary of cash flows from operating, investing and financing activities.
In g eneral, the amount of the annual variable dividend will be determined based on prior year's performance and our expected cash needs, and the level will increase or decrease from year to year based on operating results, capital expenditures, potential merger and acquisition activity and other forms of capital return, including regular dividends and share buybacks during the prior year. 44 Table of Contents Sources and Uses of Cash The following is a summary of cash flows from operating, investing and financing activities.
Concentration of Revenue We bill a significant portion of our clearing and transaction fees to our clearing firms. The majority of clearing and transaction fees received from clearing firms represent charges for trades executed and cleared on behalf of their customers. One clearing firm represented at lea st 10% of our clearing and transaction fees in 2024.
Concentration of Revenue We bill a significant portion of our clearing and transaction fees to our clearing firms. The majority of clearing and transaction fees received from clearing firms represent charges for trades executed and cleared on behalf of their customers. One clearing firm represented 12% of our clearing and transaction fees in 2025.
Interest rate volatility was higher as a result of mixed inflation levels and market uncertainty surrounding the Federal Reserve’s interest rate policy decisions. The Federal Open Markets Committee (FOMC) cut the federal funds rate multiple times throughout 2024 and issued cautious guidance for the future.
Interest rate and equity index volatility was higher as a result of mixed inflation levels, the threat of anticipated and implemented tariffs, and market uncertainty surrounding the Federal Reserve’s interest rate policy decisions. The Federal Open Markets Committee (FOMC) cut the federal funds rate multiple times throughout 2025 and issued cautious guidance for the future.
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.
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.
Holding all other factors constant, revenue decreases if the percentage of trades executed by members increases, and increases if the percentage of non-member trades increases. Clearing and transaction fees for cash markets business .
Generally, member customers are charged lower fees than our non-member customers. Holding all other factors constant, revenue decreases if the percentage of trades executed by members increases, and increases if the percentage of non-member trades increases. Clearing and transaction fees for cash markets business .
At December 31, 2024, future minimum payments due under purchase obligations were payable as follows (in millions): Year 2025 $ 176.5 2026-2027 382.7 2028-2029 377.2 Thereafter 350.0 Total $ 1,286.4 Future capital expenditures for technology are anticipated as we continue to support our growth through increased system capacity, performance improvements, integration of acquired platforms and improvements to some of our office spaces.
At December 31, 2025, future minimum payments due under purchase obligations were payable as follows (in millions): Year 2026 $ 190.7 2027-2028 450.7 2029-2030 437.8 Thereafter 524.0 Total $ 1,603.2 Future capital expenditures for technology are anticipated as we continue to support our growth through increased system capacity, performance improvements, integration of acquired platforms and improvements to some of our office spaces.
Cash Markets Business Total clearing and transaction fees revenue in 2024 included $276.7 million of transaction fees attributable to the cash markets business, compared with $284.7 million in 2023. This revenue primarily includes transaction fees from BrokerTecs's fixed income volume and EBS foreign exchange volume.
Cash Markets Business Total clearing and transaction fees revenue in 2025 include d $283.7 million of t ransaction fees attributable to the cash markets business, compared with $276.7 million in 2024. This revenue primarily includes transaction fees from BrokerTecs's fixed income volume and EBS foreign exchange volume.
The dividend will be payable on March 26, 2025 to shareholders of record on March 7, 2025. Assuming no changes in the number of shares outstanding, the first quarter dividend payment will total approximately $455.0 million.
The dividend will be payable on March 26, 2026 to shareholders of record on March 10, 2026. Assuming no changes in the number of shares outstanding, the first quarter dividend payment will total approximately $467.3 million.
Year-over-Year Change 2024 2023 2024-2023 Total contract volume (in millions) 6,685.0 6,098.5 10 % Clearing and transaction fees (in millions) $ 4,623.3 $ 4,220.8 10 Average rate per contract 0.692 0.692 — We estimate the following net increase in clearing and transaction fees based on a change in total contract volume and a change in average rate per contract during 2024 compared with 2023.
Year-over-Year Change 2025 2024 2025-2024 Total contract volume (in millions) 7,060.4 6,685.0 6 % Clearing and transaction fees (in millions) $ 4,913.0 $ 4,623.3 6 Average rate per contract 0.696 0.692 1 We estimate the following net increase in clearing and transaction fees based on a change in total contract volume and a change in average rate per contract during 2025 compared with 2024.
Year-over-Year Change (dollars in millions, except per share data) 2024 2023 2024-2023 Total revenues $ 6,130.1 $ 5,578.9 10 % Total expenses 2,198.6 2,143.2 3 Operating margin 64.1 % 61.6 % Non-operating income (expense) $ 609.9 $ 717.9 (15) Effective tax expense rate 22.4 % 22.3 % Net income attributable to CME Group $ 3,525.8 $ 3,226.2 9 Diluted earnings per common share attributable to CME Group 9.67 8.86 9 Cash flows from operating activities 3,690.5 3,453.8 7 37 Table of Contents Revenues Year-over-Year Change (dollars in millions) 2024 2023 2024-2023 Clearing and transaction fees $ 4,988.2 $ 4,588.5 9 % Market data and information services 710.2 663.7 7 Other 431.7 326.7 32 Total Revenues $ 6,130.1 $ 5,578.9 10 Clearing and Transaction Fees Futures and Options The following table summarizes our total contract volume, revenue and average rate per contract for futures and options.
Year-over-Year Change (dollars in millions, except per share data) 2025 2024 2025-2024 Total revenues $ 6,520.6 $ 6,130.1 6 % Total expenses 2,291.1 2,198.6 4 Operating margin 64.9 % 64.1 % Non-operating income (expense) $ 1,101.0 $ 609.9 81 Effective tax expense rate 23.6 % 22.4 % Net income attributable to CME Group $ 4,072.2 $ 3,525.8 15 Diluted earnings per common share attributable to CME Group 11.16 9.67 15 Cash flows from operating activities 4,277.1 3,690.5 16 37 Table of Contents Revenues Year-over-Year Change (dollars in millions) 2025 2024 2025-2024 Clearing and transaction fees $ 5,281.1 $ 4,988.2 6 % Market data and information services 803.1 710.2 13 Other 436.4 431.7 1 Total Revenues $ 6,520.6 $ 6,130.1 6 Clearing and Transaction Fees Futures and Options The following table summarizes our total contract volume, revenue and average rate per contract for futures and options.
In 2024 when compared with 2023, there was a decrease in earnings from reinvested cash performance bond and guaranty fund contributions due to lower average reinvestment balances. In 2024 and 2023, earnings from cash performance bond and guaranty fund contributions we re $3,943.8 million and $5,073.9 million, respectively.
In 2025 when compared with 2024, there was an increase in earnings from reinvested cash performance bond and guaranty fund contributions due to higher average reinvestment balances. In 2025 and 2024, earnings from cash performance bond and guaranty fund contributions we re $5,253.6 million and $3,943.8 million, respectively.
Typically, customers submitting trades through our electronic platforms are charged fees for using the platforms in addition to the fees assessed on all transactions executed on our exchange. Customers entering into privately negotiated transactions also incur additional charges beyond the fees assessed on other transactions. Member/non-member mix. Generally, member customers are charged lower fees than our non-member customers.
Open outcry trading is limited to Secured Overnight Financing Rate (SOFR) options products. Typically, customers submitting trades through our electronic platforms are charged fees for using the platforms in addition to the fees assessed on all transactions executed on our exchange. Customers entering into privately negotiated transactions also incur additional charges beyond the fees assessed on other transactions. Member/non-member mix.
In addition, there was a decrease in net realized and unrealized gains on investments. Equity in net earnings (losses) of unconsolidated subsidiaries. Higher income generated from our S&P/DJI and OSTTRA business ventures contributed to an increase in equity in net earnings of unconsolidated subsidiaries in 2024 when compared with 2023. Other income (expense).
Higher income generated from our S&P/DJI and OSTTRA business ventures contributed to an increase in equity in net earnings of unconsolidated subsidiaries in 2025 when compared with 2024. Other income (expense).
We have the option to request an increase in the line from $7.0 billion to $10.0 billion. Our 364-day facility contains a requirement that CME remain in compliance with a consolidated tangible net worth test, defined as CME's consolidated shareholder's equity less intangible assets (as defined in the agreement), of not less than $800.0 million.
Our 364-day facility contains a requirement that CME remain in compliance with a consolidated tangible net worth test, defined as CME’s consolidated shareholder’s equity less intangible assets (as defined in the agreement), of not less than $800.0 million. We currently do not have any borrowings outstanding under this facility..
Year-over-Year Change (dollars in millions) 2024 2023 2024-2023 Net cash provided by operating activities $ 3,690.5 $ 3,453.8 7 % Net cash (used in) provided by investing activities (82.6) 20.9 n.m.
Year-over-Year Change (dollars in millions) 2025 2024 2025-2024 Net cash provided by operating activities $ 4,277.1 $ 3,690.5 16 % Net cash provided by (used in) investing activities 1,498.8 (82.6) n.m.
Expenses Year-over-Year Change (dollars in millions) 2024 2023 2024-2023 Compensation and benefits $ 850.3 $ 828.6 3 % Technology 255.8 218.7 17 Professional fees and outside services 132.7 144.4 (8) Amortization of purchased intangibles 221.7 226.6 (2) Depreciation and amortization 115.1 126.0 (9) Licensing and other fee agreements 355.4 322.8 10 Other 267.6 276.1 (3) Total Expenses $ 2,198.6 $ 2,143.2 3 42 Table of Contents 2024 Compared With 2023 Operating expenses increased by $55.4 million in 2024 when compared with 2023.
Expenses Year-over-Year Change (dollars in millions) 2025 2024 2025-2024 Compensation and benefits $ 907.0 $ 850.3 7 % Technology 283.2 255.8 11 Professional fees and outside services 150.5 132.7 13 Amortization of purchased intangibles 223.4 221.7 1 Depreciation and amortization 107.5 115.1 (7) Licensing and other fee agreements 371.0 355.4 4 Other 248.5 267.6 (7) Total Expenses $ 2,291.1 $ 2,198.6 4 42 Table of Contents 2025 Compared With 2024 Operating expenses increased by $92.5 million in 2025 when compared with 2024.
Net cash provided by (used in) financing activities 5,076.5 (48,339.3) (111) _________ n.m. not meaningful Operating activities Net cash provided by operating activities was higher in 2024 compared with 2023, largely due to an increase in revenue resulting from fee increases and an increase in overall volumes.
Net cash provided by financing activities 56,509.5 5,076.5 n.m. _________ n.m. not meaningful Operating activities Net cash provided by operating activities was higher in 2025 compared with 2024, largely due to an increase in revenue resulting from fee increases, an increase in overall volumes and higher interest earned on reinvestment of collateral, net of distributions.
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.
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.
Financing activities Cash provided by financing activities was higher in 2024 when compared with 2023 mainly due to an increase in cash performance bonds and guaranty fund contributions. This was partially offset by an increase in dividends paid in 2024.
Investing activities The increase in cash provided by investing activities in 2025 compared with 2024 was due to higher proceeds on sales of investments in 2025 compared to 2024. Financing activities Cash provided by financing activities was higher in 2025 when compared with 2024 mainly due to an increase in cash performance bonds and guaranty fund contributions.
Non-Operating Income (Expense) Year-over-Year Change (dollars in millions) 2024 2023 2024-2023 Investment income $ 4,079.1 $ 5,275.3 (23) % Interest and other borrowing costs (160.9) (159.4) 1 Equity in net earnings (losses) of unconsolidated subsidiaries 350.9 296.9 18 Other income (expense) (3,659.2) (4,694.9) (22) Total Non-Operating $ 609.9 $ 717.9 (15) Investment income .
Non-Operating Income (Expense) Year-over-Year Change (dollars in millions) 2025 2024 2025-2024 Investment income $ 5,736.5 $ 4,079.1 41 % Interest and other borrowing costs (173.4) (160.9) 8 Equity in net earnings (losses) of unconsolidated subsidiaries 371.7 350.9 6 Other non-operating income (expense) (4,833.8) (3,659.2) 32 Total Non-Operating $ 1,101.0 $ 609.9 81 Investment income .
Year-over-Year Change (amounts in thousands) 2024 2023 2024-2023 Average Daily Volume by Product Line: Interest rates 13,716 12,517 10 % Equity indexes 6,847 6,698 2 Foreign exchange 1,030 954 8 Agricultural commodities 1,711 1,508 13 Energy 2,488 2,118 17 Metals 736 599 23 Aggregate average daily volume 26,528 24,394 9 Average Daily Volume by Venue: CME Globex 24,510 22,353 10 Open outcry 1,023 1,145 (11) Privately negotiated 995 896 11 Aggregate average daily volume 26,528 24,394 9 Electronic Volume as a Percentage of Total Volume 92 % 92 % Market volatility within certain financial markets remained high throughout 2024.
Year-over-Year Change (amounts in thousands) 2025 2024 2025-2024 Average Daily Volume by Product Line: Interest rates 14,203 13,716 4 % Equity indexes 7,410 6,847 8 Foreign exchange 980 1,030 (5) Energy 2,695 2,488 8 Agricultural commodities 1,853 1,711 8 Metals 988 736 34 Aggregate average daily volume 28,129 26,528 6 Average Daily Volume by Venue: CME Globex 26,163 24,510 7 Open outcry 920 1,023 (10) Privately negotiated 1,046 995 5 Aggregate average daily volume 28,129 26,528 6 Electronic Volume as a Percentage of Total Volume 93 % 92 % Market volatility remained high throughout most of 2025.
While our cost structure is generally fixed in the short term, our sources of operating cash are largely dependent on contract trading volume levels. In addition to using our existing cash, cash equivalents, marketable securities and cash generated from operations, we may continue to utilize our commercial paper program to meet our working capital needs, capital expenditures and other commitments.
In addition to using our existing cash, cash equivalents, marketable securities and cash generated from operations, we may continue to utilize our commercial paper program to meet our working capital needs, capital expenditures and other commitments.
(dollars in millions) Year- over-Year Change Change as a Percentage of 2023 Expenses Technology support services $ 37.0 2 % License fees 32.7 2 Salaries, benefits and employer taxes 27.2 2 Occupancy and building operations (11.5) (1) Professional fees and outside services (11.7) (1) Employee separation and restructuring (12.5) (1) Other expenses, net (5.8) — Total $ 55.4 3 % Overall operating expenses increased in 2024 when compared with 2023 due to the following reasons: • The increase in expenses related to technology support services was primarily driven by higher software license fees and third party services to support the ongoing Google Cloud transformation project. • License fees expense was higher primarily due to an increase in volume for certain equity products and improved revenue performance related to certain other incentive arrangements. • Salaries, benefits and employer taxes was higher due to an increase in headcount during the year, which was primarily attributable to additional headcount in the company's international locations.
(dollars in millions) Year- over-Year Change Change as a Percentage of 2024 Expenses Salaries, benefits and employer taxes $ 41.6 2 % Technology support services 27.5 1 OSTTRA sale professional fees 22.1 1 License fees 17.2 1 Legal fees 15.0 1 Google Cloud professional fees (13.4) (1) Occupancy and building operations (16.2) (1) Other expenses, net (1.3) — Total $ 92.5 4 % Overall operating expenses increased in 2025 when compared with 2024 due to the following reasons: • Salaries, benefits and employer taxes expense was higher as a result of salary increases that went into effect during the first quarter of 2025 as well as an increase in headcount during the year, which was primarily attributable to additional headcount in the company's international locations. • The increase in expense related to technology support services was primarily driven by higher third party services license fees and software license fees to support the ongoing Google Cloud transformation project. • Professional fees expense increased due to transaction-related costs including banking and legal fees resulting from the sale of the OSTTRA joint venture in the fourth quarter of 2025. • License fees expense was higher primarily due to an increase in volume for certain equity products as well as the addition of multiple new products during 2025. • Legal fees were higher primarily due to the class action lawsuit litigation in the second and third quarter of 2025.
Our exchange and platforms are an international marketplace that brings together buyers and sellers mainly through our electronic trading as well as through open outcry trading and privately negotiated transactions. Any customer who is guaranteed by a clearing firm and who agrees to be bound by our exchange rules is able to obtain direct access to our electronic platforms.
Our exchange and platforms are an international marketplace that brings together buyers and sellers mainly through our electronic trading as well as through open outcry trading and privately negotiated transactions.
Year-over-Year Change (amounts in thousands) 2024 2023 2024-2023 Eurodollar futures and options: Futures expiring within two years — 87 (100) % Options — 41 (100) Futures expiring beyond two years — 21 (100) SOFR futures and options: Futures expiring within two years 2,654 2,545 4 Futures expiring beyond two years 957 850 13 Options 1,580 1,726 (8) U.S.
Year-over-Year Change (amounts in thousands) 2025 2024 2025-2024 SOFR futures and options: Futures expiring within two years 2,888 2,654 9 Options 1,441 1,580 (9) Futures expiring beyond two years 1,053 957 10 U.S.
Treasury futures and options: 10-Year 3,248 2,701 20 5-Year 1,977 1,834 8 2-Year 1,044 838 25 Treasury Bond 714 587 22 Ultra T-Bond 415 312 33 Federal Funds futures and options 414 442 (6) 39 Table of Contents In 2024 compared with 2023, overall interest rate contract volume increased as a result of general market uncertainty.
Treasury futures and options: 10-Year 3,224 3,248 (1) 5-Year 2,055 1,977 4 2-Year 1,107 1,044 6 Treasury Bond 749 714 5 Ultra T-Note 718 668 7 Ultra T-Bond 430 415 4 Federal Funds futures and options 495 414 20 In 2025 compared with 2024, overall interest rate contract volume increased as a result of higher overall market volatility.
Year-over-Year Change (amounts in thousands) 2024 2023 2024-2023 WTI crude oil 1,167 1,087 7 % Natural gas 811 601 35 Refined products 375 336 12 Overall energy contract volume increased in 2024 when compared with 2023.
Year-over-Year Change (amounts in thousands) 2025 2024 2025-2024 WTI crude oil 1,186 1,167 2 % Natural gas 916 811 13 Refined products 396 375 6 Brent crude oil 173 109 59 Overall energy contract volume increased in 2025 when compared with 2024, due to higher overall volatility.
Repos $ 328.4 $ 293.6 12 % European Repo (in euros) 290.1 326.5 (11) U.S. Treasury 101.9 106.1 (4) Spot FX 59.5 56.7 5 Overall average daily notional values and transactions revenues for the cash markets business were slightly lower in 2024 when compared with 2023.
Repos $ 365.7 $ 301.6 21 % European Repo (in euros) 307.8 290.1 6 U.S. Treasury 96.6 101.9 (5) Spot FX 63.8 59.5 7 Overall average daily notional values for the cash markets business were higher in 2025 when compared with the same period in 2024 due to higher overall U.S. debt issuances.
We believe these factors contributed to the increase in total volume in 2024 compared with 2023. Interest Rate Products The following table summarizes average daily contract volume for our key interest rate products. We no longer offer Eurodollar contract trading as of June 2023.
Finally, we also continued to expand product offerings across many of our asset classes which contributed to volume and sales growth across the globe. We believe these factors contributed to the increase in total volume in 2025 compared with 2024. Interest Rate Products The following table summarizes average daily contract volume for our key interest rate products.
The board of directors also declared an additional, annual variable dividend of $5.80 per share on December 5, 2024 paid on January 16, 2025 to the shareholders of record on December 27, 2024.
The board of directors also declared an additional, annual variable dividend of $6.15 per share on February 12, 2026 to be paid on March 26, 2026 to the shareholders of record on March 10, 2026.
Year-over-Year Change (amounts in thousands) 2024 2023 2024-2023 E-mini S&P 500 futures and options 4,016 4,154 (3) % E-mini Nasdaq 100 futures and options 2,065 1,829 13 E-mini Russell 2000 futures and options 308 316 (2) Equity index contract volume increased slightly in 2024 compared with 2023.
Year-over-Year Change (amounts in thousands) 2025 2024 2025-2024 E-mini S&P 500 futures and options 4,119 4,016 3 % E-mini Nasdaq 100 futures and options 2,335 2,065 13 E-mini Russell 2000 futures and options 303 308 (2) E-mini Dow futures and options 226 240 (6) Ether futures and options 168 49 n.m.
Decreases in operating expenses in 2024 when compared with 2023 were due to the following reasons: • Occupancy and building operations expense decreased due to lower rent expenses and real estate taxes driven by reduced office space. • The decrease in professional fees and outside services were largely due to a decrease in consulting costs associated with the Google Cloud Migration, which began in late 2021, as well as lower legal fees during 2024. • Employee separation and restructuring costs decreased year over year largely due to a reduction in force of 3% of employees during 2023.
Decreases in operating expenses in 2025 when compared with 2024 were due to the following reasons: • The decrease in professional fees related to the Google Cloud transformation project, which began in late 2021, was the result of a shift in need from an overall project consulting focus to a technology migration focus. • Occupancy and building operations expense primarily decreased due to gains recognized in 2025 due to a reduction in our leased office space as well as lower rent and data center occupancy costs.
Year-over-Year Change (amounts in thousands) 2024 2023 2024-2023 Euro 258 252 2 % Japanese yen 192 185 4 British pound 120 111 8 Australian dollar 114 106 8 Overall foreign exchange contract volume increased in 2024 when compared with 2023, which we believe is due to uncertainty surrounding the Federal Reserve and other global central banks' interest rate policy decisions.
Year-over-Year Change (amounts in thousands) 2025 2024 2025-2024 Euro 253 258 (2) % Japanese yen 185 192 (3) British pound 107 120 (11) Australian dollar 103 114 (10) Canadian dollar 91 104 (13) Overall foreign exchange contract volume decreased in 2025 when compared with 2024, which we believe is due to lower overall volatility.
Year-over-Year Change (amounts in thousands) 2024 2023 2024-2023 Corn 511 444 15 % Soybean 367 319 15 Wheat 228 208 10 In 2024 when compared with 2023, overall commodity contract volume increased due to higher overall market volatility. We believe this is a result of continued weather uncertainty due to a drier than average 2024 growing season.
Year-over-Year Change (amounts in thousands) 2025 2024 2025-2024 Corn 557 511 9 % Soybean 387 367 5 Wheat 240 228 5 In 2025 when compared with 2024, overall commodity contract volume increased due to higher overall market volatility.
In 2024 when compared with 2023, we recognized lower expense related to the distribution of interest earned on performance bond collateral reinvestments to the clearing firms in conjunction with lower interest income earned on our reinvestment during the period due to lower average reinvestment balances in 2024.
In 2025 when compared with 2024, we recognized higher expense related to the distribution of interest earned on performance bond collateral reinvestments to the clearing firms as a result of higher average reinvestment balances. 43 Table of Contents In 2025 and 2024, expenses related to the distribution of interest earned on collateral reinvestments were $4,842.5 million and $3,669.4 million, respectively.
We believe this was a result of mixed inflation results that occurred throughout the year, as well as the U.S. presidential and congressional elections in November. We also believe there was uncertainty regarding the Federal Reserve's interest policy decisions. The Federal Reserve cut interest rates three times in 2024 and issued cautious guidance for 2025.
We believe this was a result of mixed inflation results that occurred throughout the year, as well as uncertainty surrounding the Federal Reserve's interest rate policy decisions.
We also believe the increase in volume is due our additional client outreach efforts throughout the year. Foreign Exchange Products The following table summarizes average daily contract volume for our key foreign exchange products.
We believe these factors led to the overall increase in equity complex volume in 2025 when compared with 2024. Foreign Exchange Products The following table summarizes average daily contract volume for our key foreign exchange products.
The Federal Reserve cut interest rates three times in 2024, but issued cautious guidance moving forward as a result of continued uncertainty surrounding inflation. We believe these factors led to higher overall foreign exchange contract volume in 2024 compared with 2023. Agricultural Commodity Products The following table summarizes average daily volume for our key agricultural commodity products.
We believe these factors contributed to higher overall energy volume in 2025 compared with 2024. 40 Table of Contents Agricultural Commodity Products The following table summarizes average daily volume for our key agricultural commodity products.
We believe the increase in Nasdaq-100 contract volume was due to higher volatility within the technology sector as a result of market speculation about artificial intelligence initiatives. The increase in volume was partially offset by lower overall equity volatility within the S&P 500, which is more diversified than the tech heavy Nasdaq-100.
We also believe that higher volatility within the technology sector as a result of continued market speculation about artificial intelligence initiatives also contributed to higher Nasdaq-100 contract volume. Our cryptocurrency contract volume was higher in 2025 when compared to 2024, as a result of the continued broader acceptance of cryptocurrency products.
In 2024 and 2023, expenses related to the distribution of interest earned on collateral reinvestments were $3,669.4 million a nd $4,717.5 million, respectively. 43 Table of Contents Income Tax Provision The following table summarizes the effective tax rate for the periods presented: 2024 2023 Year-over-Year Change 2024-2023 Year ended December 31 22.4 % 22.3 % 0.1 % The overall effective tax rate remained relatively consistent in 2024 when compared with the same period in 2023.
Income Tax Provision The following table summarizes the effective tax rate for the periods presented: 2025 2024 Year ended December 31 23.6 % 22.4 % The overall effective tax rate increased in 2025 when compared with the same period in 2024.
The increase in overall interest rate contract volume was also due to our ongoing sales efforts to increase global participation. Equity Index Products The following table summarizes average daily contract volume for our key equity index products.
In addition, new and existing geopolitical tensions as well as the potential economic impacts of anticipated and implemented tariffs also led to higher overall interest rate contract volume in 2025. 39 Table of Contents Equity Index and Cryptocurrency Products The following table summarizes average daily contract volume for our key equity index products.
The average rate per contract was impacted by an increase in our fee structure, which went into effect on February 1, 2024. The overall increase due to the rise in fees was offset by a decrease resulting from higher member trading as a percentage of total volume as well as our tiered volume pricing structure.
Average Rate per Contract The average rate per contract increased slightly in 2025 when compared with 2024. The overall increase is primarily due to the increase in our fee structure, which went into effect on February 1, 2025. The increase is also due to a change in product mix.
Open outcry trading is conducted exclusively by our members, who may execute trades on behalf of 33 Table of Contents customers or for themselves. Beginning in July 2023, open outcry trading is now limited to Secured Overnight Financing Rate (SOFR) options products following the permanent closure of most of our open outcry pits.
Any customer who is guaranteed by a clearing firm and who agrees to be bound by our exchange rules is able to obtain direct access to our 33 Table of Contents electronic platforms. Open outcry trading is conducted exclusively by our members, who may execute trades on behalf of customers or for themselves.
Year-over-Year Change (amounts in thousands) 2024 2023 2024-2023 Gold 431 356 21 % Copper 133 114 17 Silver 123 93 33 Overall metal contract volume increased in 2024 when compared with 2023, which we believe was attributable to higher overall market volatility.
Metal Pr oducts The following table summarizes average daily volume for our key metal products. Year-over-Year Change (amounts in thousands) 2025 2024 2025-2024 Gold 683 431 58 % Silver 153 123 24 Copper 96 133 (28) Overall metal contract volume increased in 2025 when compared with 2024.
LIQUIDITY AND CAPITAL RESOURCES Cash Requirements We have historically met our funding requirements with cash generated by our ongoing operations. However, we have used our commercial paper program from time to time to fund large short-term funding needs.
The increase is largely due to changes in our state and local apportionment factors including remeasurement of our deferred taxes during the year. LIQUIDITY AND CAPITAL RESOURCES Cash Requirements We have historically met our funding requirements with cash generated by our ongoing operations.
Removed
In addition, the energy markets saw an increase in volatility as a result of continued geopolitical tensions in the Middle East and Eastern Europe as well as more weather uncertainty in 2024 compared to 2023. We also expanded our ongoing sales efforts across many of the product lines to increase our sales growth across the globe.
Added
In addition, market uncertainty also remained high within the energy, agricultural commodities, and metals markets throughout 2025. This was mainly due to new and existing geopolitical tensions, the anticipation and implementation of tariffs, and uncertain weather conditions in 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

21 edited+3 added−2 removed20 unchanged
(3) In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted firm, our corporate contribution and the non-defaulting firms' guaranty fund contributions, we would assess non-defaulting clearing firms as provided in the rules governing the interest rate swap guaranty fund.
(3) In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted clearing firm, our corporate contribution and the non-defaulting firms' guaranty fund contributions, we would assess non-defaulting clearing firms as provided in the rules governing the interest rate swap guaranty fund.
BrokerTec Americas uses Fixed Income Clearing Corporation (FICC), a third-party central clearing house as well as a third-party clearing bank for the settlement of transactions and is required to post short-term margin requirements twice a day that can vary based on the size of unsettled transactions and any adverse market changes.
BrokerTec Americas uses Fixed Income Clearing Corporation (FICC), a third-party central clearing house as well as a third-party clearing bank for the settlement of transactions and is required to post short-term margin requirements twice a business day that can vary based on the size of unsettled transactions and any adverse market changes.
Although we have policies and procedures to help ensure that our clearing firms can satisfy their obligations, these policies and procedures may not succeed in detecting problems or preventing defaults. We also have in place various measures intended to enable us to cover any default and maintain liquidity.
Although we have policies and procedures designed to help ensure that our clearing firms can satisfy their obligations, these policies and procedures may not succeed in detecting problems or preventing defaults. We also have in place various measures intended to enable us to cover any default and maintain liquidity.
For transactions with counterparties that are not members of the third-party clearing house, settlement typically occurs on the day following execution and, prior to settlement, BrokerTec Americas is exposed to the risk of loss in the event a counterparty fails to meet its obligations.
For transactions with counterparties that are not members of the third-party clearing house, settlement typically occurs on the business day following execution and, prior to settlement, BrokerTec Americas is exposed to the risk of loss in the event a counterparty fails to meet its obligations.
Credit Risk CME Clearing House Our clearing house acts as the counterparty to all trades consummated on our exchange as well as through third-party exchanges and swaps markets for which we provide clearing services. As a result, we are exposed to significant credit risk of third parties, including clearing firms.
Credit Risk CME Clearing House Our clearing house acts as the counterparty to all trades consummated on our exchange as well as through a third-party exchange and swaps markets for which we provide clearing services. As a result, we are exposed to significant credit risk of third parties, including clearing firms.
Assessment powers are calculated to reflect the potential obligation that each clearing member could be called for based on potential failure of the third and fourth largest clearing member; however, the total amount available would be reduced by the defaulted clearing firms' assessment obligations since they would no longer be able to satisfy their obligations.
Assessment powers are calculated to reflect the potential obligation that each clearing firm could be called for based on potential failure of the third and fourth largest clearing firm; however, the total amount available would be reduced by the defaulted clearing firms' assessment obligations since they would no longer be able to satisfy their obligations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are subject to various market risks, including those caused by changes in interest rates, credit and foreign currency exchange rates. Interest Rate Risk Debt outstanding at December 31, 2024 consisted of fixed-rate borrowings of $3.4 billion.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are subject to various market risks, including those caused by changes in interest rates, credit and foreign currency exchange rates. Interest Rate Risk Debt outstanding at December 31, 2025 consisted of fixed-rate borrowings of $3.4 billion.
Changes in interest rates impact the fair values of fixed-rate debt, but do not impact earnings or cash flows. We did not have any variable-rate borrowings at December 31, 2024.
Changes in interest rates impact the fair values of fixed-rate debt, but do not impact earnings or cash flows. We did not have any variable-rate borrowings at December 31, 2025.
These practices allow our clearing house to quickly identify any clearing firms that may not be able to satisfy the financial obligations resulting from changes in the prices of their open positions before those financial obligations become exceptionally large and jeopardize the ability of our clearing house to ensure performance of their open positions.
These practices allow our clearing house to quickly identify any clearing firms that may not be able to satisfy the financial obligations resulting from changes in the prices of their open 47 Table of Contents positions before those financial obligations become exceptionally large and jeopardize the ability of our clearing house to ensure performance of their open positions.
We mark-to-market open positions of clearing firms at least once a day (twice a day for futures and options contracts) and require payment from clearing firms whose positions have lost value and make payments to clearing firms whose positions have gained value. We have the capability to mark-to-market more frequently as market conditions warrant.
We mark-to-market open positions of clearing firms at least once each business day (twice each business day for futures and options contracts) and require payment from clearing firms whose positions have lost value and make payments to clearing firms whose positions have gained value. We have the capability to mark-to-market more frequently as market conditions warrant.
The following shows the available assets at December 31, 2024 in the event of a payment default by a clearing firm for the base financial safeguard package after first utilizing the defaulting firm's available assets: (in millions) Clearing House Available Assets Designated corporate contributions for futures and options (1) $ 100.0 Guaranty fund contributions (2) 8,254.3 Assessment powers (3) 22,699.2 _______________ (1) Our clearing house designates $100.0 million of corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit.
The following shows the available assets at December 31, 2025 in the event of a payment default by a clearing firm for the base financial safeguard package after first utilizing the defaulting firm's available assets: (in millions) Clearing House Available Assets Designated corporate contributions for futures and options (1) $ 100.0 Guaranty fund contributions (2) 8,306.1 Assessment powers (3) 22,841.7 _______________ (1) Our clearing house designates $100.0 million of corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit.
Gains and losses on foreign currency transactions result primarily from cash, debt and other monetary assets, liabilities, revenues and expenses denominated in British pounds, euros and Japanese yen. Aggregate transaction gains (losses) for 2024, 2023 and 2022 were $(3.0) million, $(12.9) million and $13.2 million, respectively.
Gains and losses on foreign currency transactions result primarily from cash, debt and other monetary assets, liabilities, revenues and expenses denominated in British pounds, euros and Japanese yen. Aggregate transaction gains (losses) for 2025, 2024 and 2023 were $(6.0) million, $(3.0) million and $(12.9) million, respectively.
We currently do not have any foreign currency trades outstanding under this facility. At December 31, 2024, aggregate performance bond deposits for clearing firms for both financial safeguard packages was $291.5 billion, including cash performance bond deposits, non-cash deposits, Interest Earnings Facility funds and letters of credit.
We currently do not have any foreign currency trades outstanding under this facility. At December 31, 2025, aggregate performance bond deposits for clearing firms for both financial safeguard packages was $347.3 billion, including cash performance bond deposits, non-cash deposits, Interest Earnings Facility funds and letters of credit.
At December 31, 2024, the balance of the collateral at FICC was $230.0 million, wh ich was included in other current assets on the consolidated balance sheet.
At December 31, 2025, the balance of the collateral at FICC was $20 0.0 million , wh ich was included in other current assets on the consolidated balance sheet.
(3) In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted firm, our corporate contribution and the non-defaulting clearing firms' guaranty fund contributions, we would assess all non-defaulting clearing firm as provided in the rules governing the guaranty fund.
(2) Guaranty fund contributions of clearing firms include guaranty fund contributions required of clearing firms, but do not include any excess deposits held by us at the direction of clearing firms. 48 Table of Contents (3) In the event of a clearing firm default, if a loss continues to exist after the utilization of the assets of the defaulted clearing firm, our corporate contribution and the non-defaulting clearing firms' guaranty fund contributions, we would assess all non-defaulting clearing firms as provided in the rules governing the guaranty fund.
Gains and losses resulting from this translation are recognized as a foreign currency translation adjustment within accumulated other comprehensive income, which is a component of shareholders' equity and comprehensive income.
Gains and losses resulting from this translation are recognized as a foreign currency translation adjustment within accumulated other comprehensive income, which is a component of shareholders' equity and comprehensive income. Aggregate translation gains (losses) for 2025, 2024 and 2023 were $163.2 million, $(61.0) million and $70.8 million, respectively.
Foreign Currency Translation Risk We have foreign currency translation risk related to the translation of our foreign consolidated and unconsolidated subsidiaries' assets, liabilities, revenues and expenses from their respective functional currencies to the U.S. dollar at each reporting date.
Market uncertainty could potentially lead to significant volatility with foreign currency exchange rates, which could result in additional foreign currency gain/loss. 49 Table of Contents Foreign Currency Translation Risk We have foreign currency translation risk related to the translation of our foreign consolidated and unconsolidated subsidiaries' assets, liabilities, revenues and expenses from their respective functional currencies to the U.S. dollar at each reporting date.
Assessment powers are calculated to reflect the potential obligation that each clearing member could be called for in the event clearing member defaults exhaust the guaranty fund; however, the total amount available would be reduced by the defaulted clearing firms' assessment obligations since they would no longer be able to satisfy their obligations. 48 Table of Contents The following shows the available assets for the interest rate swap financial safeguard package at December 31, 2024 in the event of a payment default by a clearing firm that clears interest rate swap contracts, after first utilizing the defaulting firm's available assets: (in millions) Clearing House Available Assets Designated corporate contributions for interest rate swap contracts (1) $ 150.0 Guaranty fund contributions (2) 1,798.9 Assessment powers (3) 905.7 _______________ (1) Our clearing house designates $150.0 million of corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit.
The following shows the available assets for the interest rate swap financial safeguard package at December 31, 2025 in the event of a payment default by a clearing firm that clears interest rate swap contracts, after first utilizing the defaulting clearing firm's available assets: (in millions) Clearing House Available Assets Designated corporate contributions for interest rate swap contracts (1) $ 150.0 Guaranty fund contributions (2) 2,380.5 Assessment powers (3) 1,734.2 _______________ (1) Our clearing house designates $150.0 million of corporate contributions to satisfy a clearing firm default in the event that the defaulting clearing firm's guaranty contributions and performance bonds do not satisfy the deficit.
We expect the foreign currency gain/loss to continue to fluctuate as long as we continue to hold monetary assets and liabilities at those subsidiaries. Market uncertainty could potentially lead to significant volatility with foreign currency exchange rates, which could result in additional foreign currency gain/loss.
We expect the foreign currency gain/loss to continue to fluctuate as long as we continue to hold monetary assets and liabilities at those subsidiaries.
We mark-to-market all deposits daily and require payment from clearing firms whose collateral has lost value due to changes in foreign currency rates and price. Therefore, our exposure to foreign currency risk related to performance bond deposits is considered minimal and is not expected to be material to our financial condition or operating results. 50 Table of Contents
Therefore, our exposure to foreign currency risk related to performance bond deposits is considered minimal and is not expected to be material to our financial condition or operating results. 50 Table of Contents
Despite our safeguards, we cannot guarantee that these measures will be sufficient to protect us from a default or that we will not be materially and adversely affected in the event of a significant default. 47 Table of Contents We maintain two separate financial safeguard packages: • a financial safeguard package for all futures, options and OTC swap contracts other than cleared interest rate swap contracts (base package); and • a financial safeguard package for cleared interest rate swap contracts.
Despite our safeguards, we cannot guarantee that these measures will be sufficient to protect us from a default or that we will not be materially and adversely affected in the event of a significant default.
Removed
(2) Guaranty fund contributions of clearing firms include guaranty fund contributions required of clearing firms, but do not include any excess deposits held by us at the direction of clearing firms.
Added
We maintain two separate financial safeguard packages: • a financial safeguard package for all futures, options and OTC swap contracts other than cleared interest rate swap contracts (base package); and • a financial safeguard package for cleared interest rate swap contracts.
Removed
Aggregate translation gains (losses) for 2024, 2023 and 2022 were $(61.0) million, $70.8 million and $(195.4) million, respectively. 49 Table of Contents Foreign Currency Exchange Risk Related to Customer Collateral A portion of performance bond deposits is denominated in various foreign currencies.
Added
Assessment powers are calculated to reflect the potential obligation that each clearing firm could be called for in the event clearing firm's default exhausts the guaranty fund; however, the total amount available would be reduced by the defaulted clearing firms' assessment obligations since they would no longer be able to satisfy their obligations.
Added
Foreign Currency Exchange Risk Related to Customer Collateral A portion of performance bond deposits is denominated in various foreign currencies. We mark-to-market all deposits at least once each business day and require payment from clearing firms whose collateral has lost value due to changes in foreign currency rates and price.

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