Northern Trust issues $1B each in 2031, 2036 notes

The notes carry annual coupons of 5.300% and 5.700%, with semiannual payments beginning May 10, 2027.

Available on EDGAR 11/10/2026 - 04:07 PM EST Accepted by SEC EDGAR 11/10/2026 - 04:05 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Northern Trust Corporation issued $1,000,000,000 of 5.300% Senior Notes due November 10, 2031, and $1,000,000,000 of 5.700% Senior Notes due November 10, 2036, on November 10, 2026. Both series are unsecured and rank equally with the company’s other existing and future senior debt. Interest is payable semi-annually in arrears on May 10 and November 10, beginning May 10, 2027. The notes were offered in public offerings under the company’s shelf registration statement and a November 5, 2026 prospectus supplement. Neither series may be redeemed before maturity.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

2031 Notes principal amount: $1,000,000,000 2031 Notes annual interest rate: 5.300% 2031 Notes maturity: November 10, 2031 +3 more

6 metrics

2031 Notes principal amount $1,000,000,000 Issued November 10, 2026

2031 Notes annual interest rate 5.300% 5.300% Senior Notes due November 10, 2031

2031 Notes maturity November 10, 2031 5.300% Senior Notes

2036 Notes principal amount $1,000,000,000 Issued November 10, 2026

2036 Notes annual interest rate 5.700% 5.700% Senior Notes due November 10, 2036

2036 Notes maturity November 10, 2036 5.700% Senior Notes

Key Terms

unsecured obligations, rank equally, semi-annually in arrears, supplemental indenture

4 terms

unsecured obligations financial

"The Notes are unsecured obligations of the Company"

Unsecured obligations are debts or promises to pay that are not backed by specific collateral, like a loan made on an IOU rather than with a pledged asset. They matter to investors because, in a default or bankruptcy, holders of unsecured obligations are paid after secured creditors and therefore face higher risk of loss; that higher risk typically leads to higher interest rates and influences a borrower's credit cost and investment returns.

rank equally financial

"rank equally with all of the Company’s other existing and future senior debt"

semi-annually in arrears financial

"payable semi-annually in arrears on May 10 and November 10"

Payments or charges made semi-annually in arrears occur twice a year and are paid after the six-month period they cover; for example, interest or dividends accumulate during the period and the holder receives the cash only at the period’s end. This matters to investors because it determines when they actually receive income and affects cash-flow timing and yield calculations, similar to getting a paycheck after you’ve already worked the hours.

supplemental indenture financial

"amended and supplemented by a ninth supplemental indenture"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did NTRS issue in senior notes, and when do they mature?

Northern Trust issued $1,000,000,000 of 5.300% Senior Notes due November 10, 2031, and $1,000,000,000 of 5.700% Senior Notes due November 10, 2036.

What are the coupon rates and payment dates for NTRS’s new notes?

The annual coupon rates are 5.300% for the 2031 Notes and 5.700% for the 2036 Notes. Interest is payable semi-annually in arrears on May 10 and November 10, beginning May 10, 2027.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NORTHERN TRUST CORP false 0000073124 0000073124 2026-11-10 2026-11-10 0000073124 us-gaap:CommonStockMember 2026-11-10 2026-11-10 0000073124 us-gaap:SeriesEPreferredStockMember 2026-11-10 2026-11-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2026

NORTHERN TRUST CORPORATION

(Exact name of Registrant as Specified in Charter)

Delaware		001-36609		36-2723087
(State or other Jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

50 South LaSalle Street, Chicago, Illinois		60603
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (312) 630-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $1.66 2/3 Par Value		NTRS		The NASDAQ Stock Market LLC
Depositary Shares, each representing 1/1,000th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock		NTRSO		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On November 10, 2026, Northern Trust Corporation (the “Company”) issued $1,000,000,000 of its 5.300% Senior Notes due 2031 (the “2031 Notes”) and $1,000,000,000 of its 5.700% Senior Notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”) pursuant to an underwriting agreement, dated as of November 5, 2026, by and among the Company, BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Siebert Williams Shank & Co., LLC, as representatives of the several underwriters listed therein. The 2031 Notes were issued in a public offering pursuant to an indenture, dated as of May 8, 2017 (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by a ninth supplemental indenture, dated as of November 10, 2026, between the Company and the Trustee. The 2036 Notes were issued in a public offering pursuant to the Base Indenture, as amended and supplemented by a tenth supplemental indenture, dated as of November 10, 2026, between the Company and the Trustee.

The Notes are unsecured obligations of the Company and rank equally with all of the Company’s other existing and future senior debt. The 2031 Notes will mature on November 10, 2031, and the 2036 Notes will mature on November 10, 2036. The 2031 Notes will bear interest from the date they are issued at an annual rate of 5.300%, and the 2036 Notes will bear interest from the date they are issued at an annual rate of 5.700%, in each case payable semi-annually in arrears on May 10 and November 10 of each year, beginning on May 10, 2027. Neither series of Notes may be redeemed prior to its maturity date.

The Notes were offered pursuant to the Company’s shelf Registration Statement on Form S-3 (Registration No. 333-297829) and the prospectus included therein, dated July 30, 2026, and supplemented by the prospectus supplement, dated November 5, 2026.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of November 5, 2026, among Northern Trust Corporation and BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Siebert Williams Shank & Co., LLC, as representatives of the underwriters named therein.
4.1		Ninth Supplemental Indenture, dated as of November 10, 2026, between Northern Trust Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.2		Tenth Supplemental Indenture, dated as of November 10, 2026, between Northern Trust Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.3		Form of 5.300% Senior Notes due 2031 (included in Exhibit 4.1).
4.4		Form of 5.700% Senior Notes due 2036 (included in Exhibit 4.2).
5.1		Opinion of Sidley Austin LLP, counsel for Northern Trust Corporation, as to the validity of the Notes.
23.1		Consent of Sidley Austin LLP (included in Exhibit 5.1).
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 10, 2026

Northern Trust Corporation
By:		/s/ Nicole V. Gersch
		Nicole V. Gersch
		Senior Vice President, Deputy General Counsel and Corporate Secretary

Filing Exhibits & Attachments

8 documents

Other Documents

• EX-1.1 EX-1.1 228.0 KB
• EX-4.1 EX-4.1 62.3 KB
• EX-4.2 EX-4.2 63.2 KB
• EX-5.1 EX-5.1 11.3 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 13.9 KB