Key Highlights

● CME Group filed a certificate of elimination with Delaware, removing its Series G preferred stock designation.

● No shares of Series G Non-Voting Convertible Preferred Stock were ever issued or outstanding.

● The board resolution authorizing the elimination was adopted May 6, 2026, months before the certificate was filed.

● CME operates Derivatives exchanges including the Chicago Mercantile Exchange, CBOT, NYMEX, and COMEX.

CME Group Inc. (NASDAQ:CME) disclosed in a Form 8-K filed September 25, 2026 that it filed a certificate of elimination with the Delaware Secretary of State the prior day, formally erasing its Series G Non-Voting Convertible Preferred Stock designation from its certificate of incorporation. The filing states plainly that no shares of that series were ever issued or outstanding, making this a housekeeping move to simplify the company's authorized Capital Structure rather than a response to any transaction involving actual preferred shares.

What a Certificate of Elimination Does

Under Delaware corporate law, when a company's board previously authorized a series of preferred stock through a certificate of designations but never issued any shares of it, the company can file a certificate of elimination to remove that series from its charter, returning the authorized-but-unissued shares to the pool of undesignated preferred stock. CME's certificate, filed as Exhibit 3.1 to the 8-K, states that "none of the authorized shares of Series G Non-Voting Convertible Preferred Stock...are outstanding, and none will be issued" under the prior designation. The board resolution authorizing the elimination was adopted May 6, 2026, roughly four months before the certificate was actually filed with Delaware.

What CME Group Is

CME Group operates as a derivatives marketplace, offering futures and Options trading across interest rates, Equity indexes, foreign exchange, energy, agricultural commodities and metals through exchanges including the Chicago Mercantile Exchange, the Chicago Board of Trade, the New York Mercantile Exchange and COMEX. The company is organized as a Delaware corporation and trades on Nasdaq. Its capital structure includes authorized preferred stock in multiple series, of which Series G was one designation that had been reserved but never used.

Why the Timing and Reason Are Not Explained

The 8-K itself does not state why CME's board decided in May 2026 to eliminate this particular unused series, nor does it explain the original purpose for which Series G had been authorized in the first place. Corporate filers frequently clean up unused preferred stock designations to reduce complexity in their charters, particularly ahead of other capital-structure actions, but the filing does not link this elimination to any other disclosed event, financing, or transaction. No other item is checked on the 8-K's cover page beyond the amendment to the certificate of incorporation.

A Narrow, Procedural Filing

This is an Item 5.03 filing, covering "Amendments to Articles of Incorporation or Bylaws." It does not touch on CME's trading volumes, quarterly earnings, Dividend policy, or any other operational matter. The certificate of elimination is a legal instrument rather than an operational announcement, and its practical effect on shareholders is minimal since no Series G shares existed to be affected by the change. The filing does not disclose how many shares had originally been authorized for issuance as Series G stock, information that would have appeared in the original, now-superseded certificate of designations.

What the Filing Does Not Say

CME's 8-K does not mention any current or planned issuance of a replacement preferred series, any conversion terms that would have applied to Series G had shares existed, or any change to CME's other outstanding series of preferred stock, if any. It also gives no indication of whether other unused series remain on CME's books awaiting similar cleanup.

Monitoring Future Charter Changes

Because Series G shares were never issued, no Shareholder action, conversion, or Redemption follows from this filing. Investors watching CME's capital structure would look to future 8-K filings under Item 5.03 for any additional charter amendments, or to CME's next periodic report for a full listing of authorized and outstanding share classes following this elimination.