0000073124false00000731242026-02-102026-02-100000073124us-gaap:CommonStockMember2026-02-102026-02-100000073124ntrs:DepositarySharesMember2026-02-102026-02-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 10, 2026
NORTHERN TRUST CORPORATION
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | | | | |
| Delaware | | 001-36609 | | 36-2723087 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
| 50 South LaSalle Street | | | | 60603 |
| Chicago, | Illinois | | | | (Zip Code) |
| (Address of principal executive offices) | | | | |
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 7.01. Regulation FD Disclosure
On February 10, 2026 at approximately 12:10 p.m. (ET) / 11:10 a.m. (CT), David W. Fox, Jr., Executive Vice President and Chief Financial Officer of Northern Trust Corporation (the “Corporation”), and Michael Hunstad, Ph.D., Executive Vice President and President – Asset Management, will speak at the Bank of America Securities 2026 Financial Services Conference (the “Conference”) in Miami Beach. The audio webcast of the presentation will be available live and for replay for 30 days from the presentation date and can be accessed from the “Investor Relations” section of the Corporation’s website at https://www.northerntrust.com/about-us/investor-relations. Attached as Exhibit 99.1 are the slides that Mr. Fox and Mr. Hunstad will present at the Conference.
The information in this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| | | | | | | | |
| Exhibit Number | Description |
| 99.1 | Conference Slides |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | | | | |
| | | NORTHERN TRUST CORPORATION |
| | | (Registrant) |
| | | | | |
| Dated: | February 10, 2026 | | By: | | /s/ Jennifer L. Childe |
| | | | | Jennifer L. Childe |
| | | | | Senior Vice President and Director of Investor Relations |
1northerntrust.com | © 2026 Northern Trust Corporationnortherntrust.com | © 2026 Northern Trust Corporation Presenting: Presenting: Bank of America Securities 2026 Financial Services Conference Northern Trust Asset Management Overview February 10, 2026 Michael Hunstad, Ph.D. Northern Trust Asset Management, President
2northerntrust.com | © 2026 Northern Trust Corporation This presentation may include statements which constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are identified typically by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “likely,” “plan,” “goal,” “target,” “strategy,” and similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements include statements, other than those related to historical facts, that relate to Northern Trust’s financial results and outlook, capital adequacy, dividend policy and share repurchase program, accounting estimates and assumptions, credit quality including allowance levels, future pension plan contributions, effective tax rate, anticipated expense levels, contingent liabilities, acquisitions, strategies, market and industry trends, and expectations regarding the impact of accounting pronouncements and legislation. These statements are based on Northern Trust’s current beliefs and expectations of future events or future results, and involve risks and uncertainties that are difficult to predict and subject to change. These statements are also based on assumptions about many important factors, including the factors discussed in Northern Trust’s most recent annual report on Form 10-K and other filings with the U.S. Securities and Exchange Commission, all of which are available on Northern Trust’s website. We caution you not to place undue reliance on any forward-looking statement as actual results may differ materially from those expressed or implied by forward-looking statements. Northern Trust assumes no obligation to update its forward-looking statements. Forward-Looking Statements
3northerntrust.com | © 2026 Northern Trust Corporation Northern Trust Asset Management (NTAM) Overview *Assets under management as of December 31, 2025. Please note this reflects Northern Trust Asset Management’s AUM and is a subset of The Northern Trust Corporation’s overall AUM. **Inclusive of Multi-Asset, Multi-Manager Solutions, and OCIO AUM. *** Cerulli, Providers of Direct Index SMAs, “U.S. Managed Accounts 2025” report. ****Special Report on the Largest Money Managers,” Pensions & Investments (P&I) 6/16/2025. Ranking based on total worldwide AUM of $1.3T as of 12/31/2024. Index manager ranking: U.S. Institutional, tax exempt, managed internally. Please see Important Information slides in this document for more information about rankings and awards. Past performance and above rankings are not indicative of future results. $1.4T ASSETS UNDER MANAGEMENT* 960 PARTNERS 16 LOCATIONS GLOBALLY A leading global investment manager with a client-centric culture rooted in a fiduciary heritage. ASSET CLASS CLIENT TYPESTYLE Equity 59% Fixed Income 12% Cash 23% Alternatives 1% Other / Multi-Asset** 6% Leveraging the strength of Northern Trust Global network of investment professionals with deep expertise Demonstrated ability to adapt in various market environments Differentiated thought leadership and insights Solving complex investment challenges with innovative solutions Focused on placing the needs of our clients above all else OUR ADVANTAGES Wealth & Retail 25% Institutional 75% Index 63% Active 37% 19th Largest Worldwide Assets **** Top 3 Largest Direct Index Manager/ Custom Equity SMA provider∗∗∗ Top 5 Largest U.S. Bond & Equities Index Manager ∗∗∗∗ $300B Liquidity AUM (11th largest, U.S.)
4northerntrust.com | © 2026 Northern Trust Corporation Investment Management Expertise Comprehensive asset class capabilities from Alternatives, Indexing and Quantitative, to fundamental active and multi-manager. GLOBAL PRODUCT VEHICLES Collective Funds • Common Contractual Funds (CCF) • Common Funds • Exchange Traded Funds (ETFs) • Fonds voor Gemene Rekening (FGR) • Undertakings for Collective Investment in Transferable Securities (UCITS) • Managed Accounts • Mutual Funds • Separate Accounts Forward-looking, historically aware investment approach Quantitative Indexing Tax Advantaged Multi-Manager Equity Quantitative Fundamental Indexing Cash Mgt. Multi-Manager Fixed Income Private Equity Private Credit Hedge Funds Real Assets Alternatives Retirement Multi-Manager Inv. Advisory Sustainability Solutions Strategic Tactical Asset Allocation CAPITAL MARKETS EXPERTISE
5northerntrust.com | © 2026 Northern Trust Corporation Sources: ETFS (Cerulli) Alternatives (Oliver Wyman), Custom SMAs (Cerulli). 1 Cerulli, Providers of Direct Index SMAs, “U.S. Managed Accounts 2025” report. 250 South Capital data as of 6/30/25. Benchmark data as of 6/30/25. Past performance is not indicative or guarantee of future results. Please see “Performance Endnotes and Additional Information” of this presentation for important information regarding the source and calculations of 50 South Capital Advisors Net IRR, Cambridge Associates PE FoF Benchmark and MSCI ACWI/World Benchmark. ET Fs Al te rn at iv es Cu st om S M As Existing scaled platform Suite of equity, fixed income and real assets product that can scaled Partnership with NT Wealth Management in product development Projected Market Growth (2024 – 2029F) $10.3T $24.0T 2024 2029F 18% NTAM’s Right to Win Nearly 25-year track record of investing in private markets Private equity (PE) program outperformed the PE and public market indices on a net basis over 5yr, 10yr, 15yr time periods2 Capabilities in primaries (venture, private equity and credit), secondaries, co-investments $15.0T $26.0T 2024 2029F Top 3 provider of Direct Indexing/Tax Advantaged Equity with ~$150B in AUM1 35 years of expertise with a track record of after-tax alpha Opportunity to leverage technology to further scale customization capabilities and deepen distribution $2.8T $4.9T 2024 2029F 12% 12% U.S. ETFs: Global Privates: Retail Custom SMAs: NTAM Growth Investment Priorities Aligned our capabilities to industry trends where we have a right to win
6northerntrust.com | © 2026 Northern Trust Corporation Key Achievements Product velocity increasing and executing across our key growth priorities ET Fs Al te rn at iv es Cu st om SM As Launched 11 new ETFs Distributing ladder ETF nominated for “Best New U.S. Fixed Income ETF”1 Increased fundraising 2.5x YoY Significant investments made across people and technology to further accelerate our double-digit growth $5B+ in net flows in our Tax-Advantaged Equity suite Extended direct indexing capabilities into new channels Expanded fixed income SMAs platform 11 Fixed Income ETFs 14 Taxable Bond SMAs 19 International Funds (UCITS, JIT, AUT, DFC, UK NURS)2 7 Alternative Funds & Custom Solutions 4 Collective Investment Trusts 1ETF.com 2JIT =Japanese Investment Trust; AUT = Australian Unit Trust; DFC = Diversified Funds of Canada; NURS = Non UCITS Retail Scheme (UK fund structure). Li qu id ity $35B+ in net flows in 2025 12 consecutive quarter of positive new flows Launch Tokenized share class STRATEGIC PRIORITY AREAS 2025 PRODUCT LAUNCHES
7northerntrust.com | © 2026 Northern Trust Corporation About the Rankings and Awards shown below Past performance is not indicative of future results. Pensions & Investments: Unless otherwise noted, rankings were published in Pensions & Investments magazine’s “2025 Special Report on the Largest Money Managers,” and are based on 12/31/2024 AUM. Rankings are calculated based on 369 investment management firms responding to P&I’s online questionnaire. To qualify for inclusion in the rankings, each firm must manage assets for U.S. institutional tax-exempt clients, such as qualified retirement plans, endowments or foundations, and answer the minimum required questions. Important Information