AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Large demonstrated trading activity and realized clearing margin offsets support liquidity network effects and portfolio-related switching friction. This conclusion does not rely on margins or accounting intangible values.
durability · 3/4 · Decades of trading history, substantial current activity and existing margin efficiencies demonstrate persistence. Comparative evidence is insufficient for exceptional durability.
customer dependency · 3/4 · Realized margin offsets provide a material economic reason to maintain positions in the ecosystem. Current trading demand supports dependency indirectly; individual customer reliance and migration costs are unquantified.
erosion resilience · 2/4 · First-half volume growth and data monetization support resilience, while second-quarter activity and operating income declined. Competitive and operational risks remain possibilities rather than demonstrated customer losses.
Pricing power63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · Market data revenue benefited from actual price increases in both 2025 and 2026 alongside higher usage. This is strong evidence within that business, but does not establish equivalent pricing power across transaction fees.
retention · 3/4 · Decades-old traded products, substantial continuing volume, higher data usage and realized margin offsets support repeat demand and economic attachment indirectly. Aggregate activity does not establish customer-level retention.
margin resilience · 2/4 · First-half operating income grew from $2,237.3 million to $2,416.8 million, but second-quarter operating income fell from $1,129.3 million to $1,107.1 million as expenses outgrew revenue. Results demonstrate mixed resilience consistent with fixed-cost exposure.
contractual freedom · 2/4 · Actual price increases and disclosed device-based pricing, tiers and incentives demonstrate some ability to structure commercial terms. Discounts qualify that flexibility; unilateral repricing rights, notice requirements and contractual limits are not supplied.
Predictability97
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 1.97
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 5.25
Financial strength—
Missing required inputs: debtFcfGrade, netDebtEbitGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 22.53
- Interest coverage (x)
- 24.39
- Current ratio (x)
- 1.03
Capital allocation—
Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- 0.09
- 3-year average SBC / revenue (%)
- 1.47
- cashConversionGrade
- 100.00
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · First-half operating cash flow of $2,207.0 million substantially exceeded property purchases of $45.4 million, and debt covenants were met. However, cash dividends and repurchases together exceeded contemporaneous operating cash flow; purchase commitments and share conversion complicate the capital-return picture. Repurchase value creation is unestablished.
incentive alignment · 3/4 · Actual performance-share grants, multiyear vesting conditions and approved cash-earnings-linked bonuses support alignment. Existing clawback and ownership policies add support. Committee adjustments and missing ownership amounts and detailed performance targets limit confidence.
execution · 3/4 · Revenue grew across 2023–2025, followed by first-half 2026 revenue, operating income and volume growth. Realized margin offsets add a concrete customer outcome. This is partly indirect evidence of management execution, qualified by weaker second-quarter results and volatility-driven demand.
governance · 2/4 · Independent principal committees, a lead independent director and recurring evaluations provide substantive safeguards. Exchange-member director relationships, special election rights and repeated shareholder opposition create counterweights. Proposed removal of rights is not treated as adopted.
Evidence
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.
Business: liquidity and customer attraction · Filed 26/02/2026
Quarter Ended June 30, Six Months Ended June 30, (amounts in thousands) 2026 2025 Change 2026 2025 Change Average Daily Volume by Product Line: Interest rates 14,532 15,472 (6) % 16,586 15,252 9 % Equity indexes 8,634 7,661 13 8,644 7,827 10 Foreign exchange 989 1,096 (10) 1,091 1,123 (3) Energy 2,667 3,082 (13) 3,320 2,993 11 Agricultural commodities 2,080 1,964 6 2,061 1,961 5 Metals 941 942 — 1,309 838 56 Aggregate average daily volume 29,843 30,217 (1) 33,011 29,994 10 Average Daily Volume by Venue: CME Globex 27,935 28,097 (1) 30,761 27,916 10 Open outcry 830 993 (16) 1,034 938 10 Privately negotiated 1,078 1,127 (4) 1,216 1,140 7 Aggregate average daily volume 29,843 30,217 (1) 33,011 29,994 10 Electronic Volume as a Percentage of Total Volume 94 % 93 % 93 % 93 % Overall market volatility was high in early 2026 due to the heightened geopolitical conflict in the Middle East, which has caused a ripple effect throughout the world economy.
MD&A: average daily volume by product and venue · Filed 24/07/2026
These trading products, most of which have traded for decades, require authorization from the Commodity Futures Trading Commission (CFTC).
Intangible assets: product trading history and authorization · Filed 24/07/2026
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.
MD&A: 2025 market data pricing and usage · Filed 26/02/2026
During the second quarter and first six months of 2026, overall market data and information services revenues increased when compared with the same periods in 2025, largely due to higher usage of certain products, increased demand by new customer segments, and price increases for certain products.
MD&A: 2026 market data usage, customer segments and pricing · Filed 24/07/2026
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.
Risk factors: competitive technology, pricing and regulation · Filed 26/02/2026
However, in the second quarter of 2026, overall market volatility subsided relative to periods of very high volatility earlier in the year as market uncertainty tapered.
MD&A: second-quarter moderation in volatility · Filed 24/07/2026
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.
Risk factors: fixed costs and demand sensitivity · Filed 26/02/2026
In Q4 alone, we provided $80 billion in average daily margin offsets - that's roughly $20 billion more than the year before.
Shareholder letter: realized fourth-quarter margin offsets · Filed 23/03/2026
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.
Market risk: clearing-house counterparty role · Filed 26/02/2026
CME has been designated as a systemically important financial market utility by the Financial Stability Oversight Council and is authorized to maintain cash accounts at the Federal Reserve Bank of Chicago.
Clearing collateral: systemic designation and central-bank account authorization · Filed 24/07/2026
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.
Risk factors: possible systems failures and customer consequences · Filed 26/02/2026
These parties may default on their obligations due to bankruptcy, lack of liquidity, operational failure or other reasons.
Market risk: possible clearing-party defaults · Filed 26/02/2026
Treasuries and Repo markets and expanding our cross-margining agreement with the Fixed Income Clearing Corporation all the way to end users, unlocking further capital efficiencies for clients across the industry.
Shareholder letter: prospective cross-margining expansion · Filed 23/03/2026
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (dollars in millions, except per share data; shares in thousands) (unaudited) Quarter Ended Six Months Ended June 30, June 30, 2026 2025 2026 2025 Revenues Clearing and transaction fees $ 1,352.5 $ 1,388.0 $ 2,895.1 $ 2,725.3 Market data and information services 238.1 198.1 462.2 392.6 Other 115.6 105.9 229.0 216.4 Total Revenues 1,706.2 1,692.0 3,586.3 3,334.3 Expenses Compensation and benefits 233.5 221.6 456.5 428.3 Technology 83.3 70.9 159.9 136.6 Professional fees and outside services 29.1 37.4 57.3 65.9 Amortization of purchased intangibles 56.0 56.1 112.1 111.3 Depreciation and amortization 28.2 27.3 55.4 54.6 Licensing and other fee agreements 109.1 96.2 215.9 192.8 Other 59.9 53.2 112.4 107.5 Total Expenses 599.1 562.7 1,169.5 1,097.0 Operating Income 1,107.1 1,129.3 2,416.8 2,237.3 Non-Operating Income (Expense) Investment income 1,429.7 1,518.4 2,819.0 2,411.1 Interest and other borrowing costs (43.6) (44.0) (87.2) (85.7) Equity in net earnings of unconsolidated subsidiaries 97.7 99.0 200.1 187.2 Other non-operating income (expense) (1,263.2) (1,372.4) (2,510.1) (2,174.8) Total Non-Operating Income (Expense) 220.6 201.0 421.8 337.8 Income before Income Taxes 1,327.7 1,330.3 2,838.6 2,575.1 Income tax provision 285.9 305.2 642.5 593.8 Net Income $ 1,041.8 $ 1,025.1 $ 2,196.1 $ 1,981.3 Earnings per Share Attributable to Common Shareholders of CME Group: Basic $ 2.89 $ 2.81 $ 6.11 $ 5.44 Diluted 2.88 2.81 6.06 5.43 Weighted Average Number of Common Shares: Basic 360,684 359,658 360,005 359,636 Diluted 361,282 360,355 362,233 360,297 See accompanying notes to unaudited consolidated financial statements.
Consolidated statements of income: quarterly and first-half results · Filed 24/07/2026
The nature of contracts gives rise to several types of variable consideration, including volume-based pricing tiers, customer incentives associated with market maker programs and other fee discounts.
Revenue recognition: pricing tiers, market-maker incentives and discounts · Filed 24/07/2026
Pricing for market data is primarily based on the number of reportable devices used as well as the number of subscribers enrolled under the arrangement.
Revenue recognition: market data pricing basis · Filed 24/07/2026
9 Table of Contents CME GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) (unaudited) Six Months Ended June 30, 2026 2025 Cash Flows from Operating Activities Net income $ 2,196.1 $ 1,981.3 Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation 46.6 41.9 Amortization of purchased intangibles 112.1 111.3 Depreciation and amortization 55.4 54.6 Net realized and unrealized (gains) losses on investments 19.1 (2.6) Deferred income taxes (8.2) (20.7) Change in: Accounts receivable (112.9) (95.4) Other current assets 37.8 (24.6) Other assets (141.9) 29.8 Accounts payable (3.8) 12.5 Income taxes payable (40.4) 28.3 Other current liabilities (49.4) 67.9 Other liabilities 113.4 (9.2) Other (16.9) — Net Cash Provided by Operating Activities 2,207.0 2,175.1 Cash Flows from Investing Activities Proceeds from maturities of available-for-sale marketable securities 2.0 4.8 Purchases of available-for-sale marketable securities (2.2) (3.8) Purchases of property, net (45.4) (32.6) Investments in privately-held equity investments (6.8) (2.4) Net Cash Used in Investing Activities (52.4) (34.0) Cash Flows from Financing Activities Proceeds from debt, net of issuance costs — 742.3 Repayment of debt — (750.0) Cash dividends (3,165.7) (3,022.7) Repurchase of Class A common stock, including costs (1,236.9) (8.2) Change in performance bond and guaranty fund contributions (1,545.4) 43,262.5 Employee taxes paid on restricted stock vesting (22.2) (8.8) Other (4.6) (4.5) Net Cash (Used in) Provided by Financing Activities (5,974.8) 40,210.6 10 Table of Contents CME GROUP INC.
Consolidated cash flows: operations, investment and distributions · Filed 24/07/2026
AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (dollars in millions, except per share data; shares in thousands) (unaudited) Six Months Ended, June 30, 2026 Preferred Stock (Shares) Class A Common Stock (Shares) Class B Common Stock (Shares) Preferred Stock, Common Stock and Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total CME Group Shareholders’ Equity Balance at December 31, 2025 4,584 358,950 3 $ 22,213.1 $ 6,433.2 $ 81.9 $ 28,728.2 Net income 2,196.1 2,196.1 Other comprehensive income (loss) (27.0) (27.0) Dividends on common stock of $8.75 per share (3,171.8) (3,171.8) Conversion of Series G preferred stock to Class A common stock (4,584) 4,584 Vesting of issued restricted Class A common stock 96 (22.2) (22.2) Shares issued to Board of Directors 14 3.1 3.1 Shares issued under Employee Stock Purchase Plan 16 4.3 4.3 Repurchase of Class A common stock (1) (4,385) (1,236.9) (1,236.9) Stock-based compensation 46.6 46.6 Balance at June 30, 2026 — 359,275 3 $ 21,008.0 $ 5,457.5 $ 54.9 $ 26,520.4 Quarter Ended, June 30, 2026 Preferred Stock (Shares) Class A Common Stock (Shares) Class B Common Stock (Shares) Preferred Stock, Common Stock and Additional Paid-in Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total CME Group Shareholders’ Equity Balance at March 31, 2026 — 361,790 3 $ 21,674.2 $ 4,884.6 $ 59.4 $ 26,618.2 Net income 1,041.8 1,041.8 Other comprehensive income (loss) (4.5) (4.5) Dividends on common stock of $1.30 per share (468.9) (468.9) Vesting of issued restricted Class A common stock 1 (0.2) (0.2) Shares issued to Board of Directors 14 3.1 3.1 Shares issued under Employee Stock Purchase Plan 16 4.3 4.3 Repurchase of Class A common stock (1) (2,546) (698.2) (698.2) Stock-based compensation 24.8 24.8 Balance at June 30, 2026 — 359,275 3 $ 21,008.0 $ 5,457.5 $ 54.9 $ 26,520.4 (1) In December 2024, the board of directors approved a share repurchase program (the Share Repurchase Program), which authorizes the repurchase of up to $3.0 billion of CME Group Class A common stock at prevailing market prices.
Consolidated equity: conversion, repurchases and stock compensation · Filed 24/07/2026
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.
Liquidity and capital resources: non-cancellable purchase obligations · Filed 26/02/2026
6 CME GROUP 2026 PROXY STATEMENT TABLE OF CONTENTS PROXY STATEMENT SUMMARY Corporate governance highlights Annual election of all directors with majority voting for Equity directors Ongoing consideration of board composition and refreshment 100% principal standing committee independence Active risk oversight by the full board with a dedicated risk committee and other established committees given our regulatory posture Quarterly executive sessions of independent directors Director education, including sessions involving a principal of the cybersecurity practice of a leading professional consulting firm, and orientations for newly elected members Independent Lead Director with defined responsibilities Board oversight of our corporate citizenship and sustainability activities and annual reporting Annual board and committee self-assessments supplemented by interviews with the independent Lead Director Robust anti-hedging and anti-pledging policies as part of our insider trading program Direct board access to, and regular interaction with, management 2026 PROXY STATEMENT CME GROUP 7 PROXY STATEMENT SUMMARY TABLE OF CONTENTS Executive compensation highlights What we do Tie a significant portion of pay (50+% of named executive officers' target total compensation) to performance, focusing our named executive officers on financial and operational measures of success and shareholder results Use a variety of performance vehicles with an emphasis on the long-term and on equity-based awards Maintain a clawback policy for the recoupment of performance-based compensation that was not earned in the event of a restatement in compliance with SEC rules Ability to recoup unvested equity awards in connection with terminations for cause Provide under our Omnibus Stock Plan for "double trigger" vesting in the event of a change of control for awards not already subject to an employment agreement Maintain meaningful stock ownership guidelines.
Proxy summary: existing governance and executive compensation practices · Filed 23/03/2026
In 2025, the company also granted 71,420 performance shares.
Stock-based payments: performance shares actually granted in 2025 · Filed 26/02/2026
The vesting of these shares is contingent on meeting stated performance or market conditions, generally measured over a three-year period.
Stock-based payments: performance-share vesting conditions · Filed 26/02/2026
The compensation committee approved the annual bonus awards for the named executive officers for 2025 based on our achievement of cash earnings, general company performance (as discussed in the Proxy Statement Summary on pages 5 and 6) and the individual's performance.
Compensation discussion: approval of actual 2025 annual bonuses · Filed 23/03/2026
In 2025, the committee approved adjustments for certain non-performance-related items, such as adjustments due to gains from the sale of minority investments, litigation expenses, foreign exchange fluctuation impacts, and adjustments from restructuring charges, in a manner consistent with historical company practice.
Compensation discussion: adjustments to 2025 incentive calculations · Filed 23/03/2026
Some of our current directors are members of our exchanges, which provides them with access to our markets, lower trading fees, the ability to vote on certain matters relating to the operation of our open outcry markets and, for members of CME, the ability to elect six of our directors.
Corporate governance: exchange-member director relationships and election rights · Filed 23/03/2026
At our 2023, 2024 and 2025 annual meetings, a significant minority of our shareholders voted against the chair of our nominating and governance committee (Phyllis Lockett), which we understand to have been the votes against the existence of our multi-class capital structure, which includes the Class B Election Rights.
Class B proposals: historical shareholder opposition · Filed 23/03/2026
ITEM 4 To approve an amendment to our certificate of incorporation to eliminate the right of the Class B-1 shareholders to elect three directors.
Annual meeting agenda: proposed elimination of Class B-1 election rights · Filed 23/03/2026
Revenues (2) Long-lived Assets (3) (in millions) 2025 2024 2023 2025 2024 United States $ 4,456.0 $ 4,178.4 $ 3,797.5 $ 27,258.0 $ 27,433.5 United Kingdom (1) 760.7 714.7 647.0 3,444.4 3,467.6 Other foreign countries 1,303.9 1,237.0 1,134.4 46.8 50.9 Totals $ 6,520.6 $ 6,130.1 $ 5,578.9 $ 30,749.2 $ 30,952.0 _______________ (1)United Kingdom includes Great Britain and Northern Ireland.
Segment disclosures: 2023–2025 consolidated revenues · Filed 26/02/2026
At June 30, 2026, we were in compliance with the various covenant requirements of all our debt facilities.
Liquidity and capital resources: debt covenant compliance · Filed 24/07/2026
