Marcus Jonathan L 4

What Happened
Jonathan L. Marcus, Senior Managing Director & General Counsel of CME Group, was awarded 5,270 performance shares on 2026-03-15 at an indicated value of $311.40 per share (total ~$1,641,078). To satisfy tax withholding, he surrendered a total of 2,638 shares (2,377 + 261), leaving a net 2,632 shares retained from the award (net value ≈ $819,605). These transactions are recorded as an award (code A) and share surrenders for tax withholding (code F).

Key Details

• Transaction date: 2026-03-15; Form 4 filed: 2026-03-17 (filed timely, within the usual two-business-day window).
• Award: 5,270 performance shares @ $311.40 each = $1,641,078 (code A).
• Tax withholding surrenders: 2,377 shares @ $311.40 = $740,198 and 261 shares @ $311.40 = $81,275 (total surrendered = 2,638 shares, $821,473; code F).
• Net shares retained from vesting: 2,632 shares (≈ $819,605).
• Shares owned after the transaction are not reported on this Form 4.
• Footnotes: F1 notes the shares are performance awards granted in 2022 under CME’s Omnibus Stock Plan, vesting based on total shareholder return vs. the S&P 500 for the 2023–2025 performance period. F2/F3 state the surrendered shares were to satisfy tax-withholding for the performance share award and for restricted stock vesting on 3/15/2026.

Context
This filing reflects the vesting of compensation (performance and restricted stock) and routine tax-withholding via share surrender — not an open-market sale or purchase. Such award vestings are common executive compensation events and do not by themselves indicate a buy/sell signal about the company.