Derivatives regulation: CME Group retires Series G preferred stock

Not every corporate filing from a derivatives exchange concerns margin or market structure. On September 25, 2026, CME Group Inc. filed a Form 8-K under Item 5.03, which covers amendments to a company’s articles of incorporation or bylaws, attaching a Certificate of Elimination for its Series G Non-Voting Convertible Preferred Stock. The document is brief, and it is housekeeping, but it records a change in the capital structure of the parent of some of the largest futures and clearing venues regulated by the CFTC, and it shows how a financial-market infrastructure company keeps its charter in order.

What the certificate says

The certificate is issued under Section 151(g) of the Delaware General Corporation Law. It states that the company’s board of directors, at a meeting on May 6, 2026, adopted a resolution that none of the authorized shares of Series G Non-Voting Convertible Preferred Stock are outstanding and that none will be issued under the certificate of designations previously filed for the series. The company executed the certificate on September 24, 2026. Margaret Wright signed it as Executive Director, Associate General Counsel and Corporate Secretary, and the company filed it with the SEC the following day as Exhibit 3.1.

That is the whole of the operative text. The Item 5.03 label is the reason it reaches investors: a certificate of elimination amends the corporation’s certificate of incorporation, because it removes the terms of a series that were previously set out there.

How an elimination works

Delaware allows a board to create a series of preferred stock with its own rights, preferences and limitations, usually by filing a certificate of designations. Section 151(g) provides the reverse procedure. When no shares of a series are outstanding and none will be issued, the corporation may file a certificate that eliminates the matters set forth in the certificate of designations. Once it takes effect, the shares that had been authorized for the series return to the status of authorized but unissued preferred stock that is not designated to any series.

The practical result is a cleaner charter. The board keeps whatever blank-check preferred authority the charter grants, and the terms of a series that has no holders and no purpose are removed from the public record. Corporate lawyers regard it as routine maintenance, and companies typically do it after a conversion, a redemption or a transaction for which the series was created has run its course.

The link to the second-quarter results

The elimination follows a visible change in CME’s share structure. In its second-quarter earnings release on July 22, the company stated that preferred shares of 4,584,000 were all converted into Class A common stock on March 5, 2026, and that the weighted-average effect of those shares was included in diluted share counts beginning in the first quarter. The release also explained that the difference between net income and net income attributable to common shareholders in prior periods reflected the distribution of earnings allocated to preferred shares. In the second quarter of 2026 the two figures were identical at $1,041.8 million, compared with $1,025.1 million of net income and $1,012.2 million attributable to common shareholders a year earlier.

The earnings release does not name the series that was converted and the certificate does not mention the conversion, so the link between them is context rather than a stated cause. The two documents do agree on the end state: the company reported all of its preferred shares converted by the second quarter, and its board resolved in May that no Series G shares were outstanding.

What a non-voting convertible preferred is

A non-voting convertible preferred stock gives its holder an economic interest, typically a dividend or a share of earnings that ranks alongside or ahead of common stock, without a vote on directors or other matters. The holder may convert the shares into common stock on the terms in the designation, and conversion is the point at which voting rights arrive. Securities of this design are common where an investor wants a stake and the issuer or the investor prefers to keep votes where they are, and they leave the common share count unchanged until conversion. Their treatment in earnings per share is also distinctive: income allocated to preferred holders is carved out before the per-share figure is computed, which is the adjustment CME described in its footnotes.

Why a regulatory publication cares

CME Group’s capital structure matters to the CFTC for reasons beyond securities law. The Commission requires derivatives clearing organizations to maintain adequate financial resources, and the parent’s balance sheet is part of how outsiders judge the strength of the group. Preferred stock in a parent affects the shareholders’ equity and the priority of claims at that level. The company reported total shareholders’ equity of $26,520.4 million at June 30, 2026, down from $28,728.2 million at the end of 2025. In the second quarter alone it paid dividends of roughly $468 million and repurchased $695 million of its shares.

Removing an unused class of stock does not change those figures. It does reduce the possibility of confusion over what securities the company can issue and which instruments rank ahead of common shareholders. For a company that discloses its capital resources to regulators and counterparties, a charter that matches the actual securities outstanding is easier to describe.

What to watch

Little follows from the filing itself. The next company disclosures to read are the third-quarter results, where the share count and equity roll-forward will show the effect of continued buybacks, and any further charter or bylaw amendments reported under Item 5.03. For derivatives market participants, the more consequential CME filings remain the product and rule submissions to the CFTC. This one is a record that a corporate chapter has closed.