Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 30, 2023, CME Group Inc. ("CME Group" or the "Company") announced that Sean Tully, Senior Managing Director Global Head Rates & OTC Products, will retire from the Company as of June 2, 2023.

In connection with Mr. Tully's retirement, the Company and Mr. Tully entered into a Retirement Agreement, effective as of March 29, 2023 (the "Retirement Agreement").

Under the terms of the Retirement Agreement, Mr. Tully will retire from the Company on June 2, 2023 (the "Retirement Date"). Under the Retirement Agreement, Mr. Tully will receive his base salary through the Retirement Date and payment of accrued and unused vacation. Additionally, upon the Retirement Date, all of Mr. Tully's outstanding time-vesting restricted stock grants will become vested and he will continue to be eligible to vest in 25% of each of his outstanding unvested performance share awards based on actual Company performance. During the twelve-month period following the Retirement Date, the Company will provide paid healthcare coverage. The continued healthcare and the vesting of Mr. Tully's equity awards, both time- and performance- vesting, are subject to Mr. Tully's execution of a release of claims in favor of the Company.

The foregoing is a summary of the key terms of the Retirement Agreement, which is attached to this report as Exhibit 10.1 and is incorporated herein by reference as though it was fully set forth herein. The summary is qualified in its entirety by the complete text of the agreement itself.

Item 9.01 Financial Statements and Exhibits.





  Exhibit
  Number            Description

       10.1           Retirement Agreement, effective as of March 29, 2023, between
                    Chicago Mercantile Exchange Inc. and Sean Tully.

       99.1           Press Release dated March 30, 2023.

       104          The cover page from CME Group Inc.'s Current Report on Form 8-K,
                    formatted in Inline XBRL.

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