STOCK-BASED PAYMENTS
CME Group adopted an Omnibus Stock Plan under which stock-based awards may be made to employees. A total of 40.2 million Class A shares have been reserved for awards under the plan. Awards totaling 26.2 million shares have been granted and are outstanding or have been exercised under the plan as of December 31, 2025. Awards granted generally vest over a four-year period, with 25% vesting one year after the grant date and on that same date in each of the following three years.
Total compensation expense for all stock-related awards (including ESPP) and total income tax benefit recognized on the consolidated statements of income for these awards at December 31, 2025, 2024 and 2023 were as follows:
| | | | | | | | | | | | | | | | | | | | |
| (in millions) | | 2025 | | 2024 | | 2023 |
| Compensation expense | | $ | 95.6 | | | $ | 90.4 | | | $ | 83.7 | |
| Income tax benefit recognized | | 20.0 | | | 19.2 | | | 14.2 | |
At December 31, 2025, there was $148.6 million of total unrecognized compensation expense related to employee stock-based compensation arrangements that had not yet vested. The total unrecognized expense is expected to be recognized over a weighted average period of 2.2 years.
In 2025, the company granted 304,784 shares of restricted Class A common stock and restricted stock units with respect to 11,072 shares of Class A common stock. Restricted common stock and restricted stock units generally have a vesting period of two to four years. The fair value related to these grants was $81.8 million, which is recognized as compensation expense on an accelerated basis over the vesting period. Dividends are accrued on restricted Class A common stock and restricted stock units and are paid once the restricted stock vests. In 2025, the company also granted 71,420 performance shares. The fair value related to these grants was $22.5 million, which is recognized as compensation expense on a straight-lined basis over the vesting period. The vesting of these shares is contingent on meeting stated performance or market conditions, generally measured over a three-year period.
The following table summarizes restricted stock, restricted stock units and performance shares activity for 2025:
| | | | | | | | | | | |
| Number of Shares | | Weighted
Average
Grant Date
Fair Value |
| Outstanding at December 31, 2024 | 1,087,358 | | | $ | 219 | |
| Granted | 387,276 | | | 269 | |
| Vested | (267,737) | | | 218 | |
| Cancelled | (170,301) | | | 226 | |
| Outstanding at December 31, 2025 | 1,036,596 | | | 236 | |
The total fair value of restricted stock, restricted stock units and performance shares that vested during 2025, 2024 and 2023 was $69.7 million, $61.4 million and $49.6 million, respectively.
Under the ESPP, eligible employees may acquire shares of Class A common stock using after-tax payroll deductions made during consecutive offering periods of approximately six months in duration. Shares are purchased at the end of each offering period at a price of 90% of the closing price of the Class A common stock as reported on the Nasdaq Global Select Market. Compensation expense is recognized on the dates of purchase for the discount from the closing price. In 2025, 2024 and 2023, a total of 32,304, 37,466 and 40,960 shares, respectively, of Class A common stock were issued to participating employees. These shares are subject to a six-month holding period. Annual expense of $0.9 million, $0.8 million, and $0.8 million for the purchase discount was recognized in 2025, 2024 and 2023, respectively.
Non-executive directors receive an annual award of Class A common stock with a value equal to $145,000. Non-executive directors could also elect to receive some or all of the cash portion of their annual stipend, up to $95,000, in shares of stock based on the closing price at the date of distribution. As a result, 10,964 shares, 18,901 shares and 19,966 shares of Class A common stock were issued to non-executive directors during 2025, 2024 and 2023, respectively. These shares are not subject to any vesting restrictions. Expense of $3.3 million, $3.6 million, and $3.6 million related to these stock-based payments was recognized for the years ended December 31, 2025, 2024 and 2023, respectively.