UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________________________

FORM 8-K

_________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) ~~July~~September 2511, 2025 (~~July~~September 259, 2025)

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CME GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

_________________________________________________________

Delaware

001-31553

36-4459170

(State or Other Jurisdiction
of Incorporation)

(Commission
File No.)

(IRS Employer
Identification No.)

20 South Wacker Drive

Chicago

Illinois

60606

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (312) 930-1000

N/A

(Former Name or Former Address, if Changed Since Last Report)

______________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Class A Common Stock	CME	Nasdaq

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) of this chapter or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.0102 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointmentof Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~July~~September 259, 2025, aJack ~~jury~~Tobin, ~~returned~~the aManaging ~~unanimous~~Director ~~verdict~~and inChief ~~favor~~Accounting Officer of CME Group Inc. (~~“CME~~the ~~Group”~~Company) ~~and~~notified the ~~Board~~Company of ~~Trade~~his ofdecision ~~the~~to ~~City~~retire offrom ~~Chicago,~~the ~~Inc~~Company. ~~(“CBOT”)~~Mr. inTobin ~~the~~will ~~putative~~remain ~~class~~in ~~action~~his ~~that~~role ~~was~~as ~~filed~~Chief onAccounting ~~January~~Officer 15until October 30, ~~2014~~2026. Mr. Tobin has served in the ~~Circuit~~Chief ~~Court~~Accounting ofOfficer ~~Cook~~role ~~County,~~since ~~Chancery~~2015 ~~Division.~~and ~~The~~has ~~plaintiffs,~~been ~~certain~~with ~~Class~~the BCompany ~~shareholders~~for ofmore ~~CME~~than ~~Group~~23 years. His retirement is voluntary and ~~Class~~not Bdue ~~members~~to ofany ~~CBOT,~~disagreements ~~had~~regarding ~~alleged~~the ~~breach~~Company's ofaccounting, ~~contract~~operations, ~~and~~policies ~~breach~~or ofpractices. ~~the~~The ~~implied~~Company ~~covenant~~will ofinitiate ~~good~~a ~~faith~~search ~~and~~of ~~fair~~potential ~~dealing~~candidates for ~~violations~~the ofrole ~~their~~and ~~core~~Mr. ~~rights~~Tobin ~~granted~~will inwork ~~the~~with ~~defendants’~~his ~~respective~~successor ~~Certificates~~to support a smooth transition of ~~Incorporation~~responsibilities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CME Group Inc.

Registrant

Date: July 25, 2025

By:

/s/ Lynne Fitzpatrick

Date: September 11, 2025

By:

/s/ Lynne Fitzpatrick

Name:Title:

Lynne FitzpatrickSenior Managing Director, President and Chief Financial OfficerPrincipal Financial Offer andDuly Authorized Officer

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