Northern Trust (NASDAQ: NTRS) details 2025 performance, capital returns in AGM slides
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Northern Trust Corporation furnished slides from its 2026 Annual Meeting of Stockholders, highlighting 2025 performance and strategy. For 2025, GAAP revenue was $8,086.4 million, with expenses of $5,754.4 million and pre-tax income of $2,339.5 million, resulting in diluted EPS of $8.74.
The company reported a pre-tax margin of 28.9% and return on average common equity of 14.4%. Client assets included $17 trillion in assets under custody/administration and $1.8 trillion in assets under management as of December 31, 2025. Regulatory capital remained strong, with a Common Equity Tier 1 ratio of 12.6%. Total capital returned to shareholders was $1,874 million with a payout ratio of 111%, and the slides outlined medium-term targets such as a 33% pre-tax margin and mid-teens return on equity.
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8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Revenue: $8,086.4 million
Pre-Tax Income: $2,339.5 million
Diluted EPS: $8.74
+6 more
9 metrics
Revenue
$8,086.4 million
GAAP revenue for 2025
Pre-Tax Income
$2,339.5 million
GAAP pre-tax income for 2025
Diluted EPS
$8.74
Diluted earnings per share for 2025
Pre-Tax Margin
28.9%
Pre-tax profit margin for 2025
Return on Average Common Equity
14.4%
ROE for 2025
Assets Under Custody/Administration
$17 trillion
Client AUC/A as of December 31, 2025
Assets Under Management
$1.8 trillion
Client AUM as of December 31, 2025
Total Capital Return
$1,874 million
Capital returned to shareholders in 2025; payout ratio 111%
Common Equity Tier 1 Ratio
12.6%
Regulatory CET1 ratio as of December 31, 2025
Key Terms
forward-looking statements, Common Equity Tier 1, non-GAAP financial measures, net interest margin, +1 more
5 terms
forward-looking statements regulatory
"This presentation may include statements which constitute “forward-looking statements” within the meaning..."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Common Equity Tier 1 financial
"NORTHERN TRUST CORPORATION REGULATORY CAPITAL HIGHLIGHTS STANDARDIZED APPROACH REQUIREMENT Common Equity Tier 1 12.6% 4.5%"
Common Equity Tier 1 is the highest-quality capital a bank holds—mainly common shares and retained profits—that acts as the primary cushion against losses. Investors use the CET1 level and ratio to judge a bank’s financial strength and regulatory standing: a bigger cushion means the bank is better able to absorb shocks, sustain payouts and borrow cheaply, much like an emergency fund for a household.
non-GAAP financial measures financial
"which are non-GAAP financial measures. Management believes this presentation provides a clearer indication..."
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
net interest margin financial
"Net Interest Margin - GAAP 1.70% 1.62% Net Interest Margin (FTE) - Non-GAAP 1.72% 1.64%"
Net interest margin measures how much a bank earns from lending and investing compared with what it pays for funding, expressed as a percentage of its interest-earning assets. Think of it like a grocery store’s markup: it shows the gap between buying cost and selling price per dollar of goods — here, the cost is interest paid and the sale is interest received. Investors watch it because a higher margin usually means a bank is more profitable and better at managing interest rate and credit conditions.
payout ratio financial
"Total Capital Return $1,874 million Payout Ratio 111%"
The payout ratio measures what portion of a company’s profit is returned to shareholders, usually as cash dividends and sometimes including share buybacks. Investors use it like checking how big a slice of a cake the company gives away versus how much it keeps to fund growth or build a cushion; a very high ratio can signal limited room to sustain payouts, while a very low ratio may mean more reinvestment or potential for higher future payments.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM | |||||
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 21, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
| (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 | ||||||
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 April 21, 2026, at approximately 10:30 a.m. (CT), Michael G. O’Grady, Chairman and Chief Executive Officer of the Corporation (the “Corporation”), spoke at the Corporation’s Annual Meeting of Stockholders (the “Annual Meeting”). A webcast of the presentation will be available for replay for 30 days from the presentation date and can be accessed from the “Investor Relations” section of the Corporation’s website at www.northerntrust.com/about-us/investor-relations. Attached as Exhibit 99.1 are the slides that Mr. O’Grady presented at the Annual Meeting.
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 | Annual Meeting 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: | April 21, 2026 | By: | /s/ Nicole V. Gersch | ||||||||||||||
| Nicole V. Gersch | |||||||||||||||||
| Senior Vice President, Deputy General Counsel and Corporate Secretary | |||||||||||||||||
1northerntrust.com | © 2026 Northern Trust Corporation 2026 ANNUAL MEETING OF STOCKHOLDERS April 21, 2026
2northerntrust.com | © 2026 Northern Trust Corporation Forward-looking Statements 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.
3northerntrust.com | © 2026 Northern Trust Corporation One Northern Trust Strategic Pillars STRENGTHEN RESILIENCY & MANAGE RISK DRIVE FINANCIAL PERFORMANCE OPTIMIZE GROWTH
4northerntrust.com | © 2026 Northern Trust Corporation1 As of December 31, 2025. 2 Source: Financial Times Group, 2025. 3 AsianInvestor Asset Management Awards 2024. 4 "Best of the Best Awards" by Asia Asset Management. Wealth Management Premier private bank for high-net worth individuals & families Asset Management Highly respected integrated asset manager Asset Servicing Leading specialized asset servicer for institutional investors 2025 PERFORMANCE HIGHLIGHTS Extended leadership position in GFO and UHNW segments Launched Family Office Solutions Expanded investment solutions suite Delivered improved organic growth and profitability Generated significant growth within Capital Markets Gained share with global Asset Owners Collaborated with Wealth to drive product innovation and higher velocity of launches Strong momentum within liquidity Strengthened distribution across channels Best Private Bank in the U.S.2 (14 out of 17 years) Best Global Custodian3 For Asset Owners Best Smart Beta/ Factor Strategy4 Asia Asset Management Awards (4th consecutive win) Disciplined, client-centric strategy Deep segment expertise and scale Well-positioned to capitalize on key secular trends CLIENT ASSETS $500+B Assets under Management1 $17T Assets under Custody / Administration1 $1.8T Assets under Management1 Business Unit Updates
5northerntrust.com | © 2026 Northern Trust Corporation 2025 Financial Highlights GAAP RESULTS ($ in millions except EPS and as noted) 2025 % CHANGE vs. 2024 % CHANGE vs. 2024, ex. notables* Revenue $8,086.4 (2%) +7% Expense $5,754.4 +2% +5% Pre-Tax Income $2,339.5 (12%) +13% Diluted Earnings Per Share $8.74 (11%) +17% Pre-Tax Margin 28.9% Return on Average Common Equity 14.4% *Notable items detailed on page 12.
6northerntrust.com | © 2026 Northern Trust Corporation Balance Sheet and Capital Highlights NORTHERN TRUST CORPORATION REGULATORY CAPITAL HIGHLIGHTS STANDARDIZED APPROACH MINIMUM REQUIREMENT Common Equity Tier 1 12.6% 4.5% Tier 1 Capital 13.5% 6.0% Total Capital 16.1% 8.0% Tier 1 Leverage 7.8% 4.0% Total Capital Return $1,874 million Payout Ratio 111% All figures as of December 31, 2025.
7northerntrust.com | © 2026 Northern Trust Corporation Pre-Tax Margin Expense to Trust Fee Ratio Return on Equity 33%1 105-110%3 Mid-teens2 Medium-Term Financial Targets 1 Increased from >30%; 2 increased from 13-15%; 3 unchanged from previous target.
8northerntrust.com | © 2026 Northern Trust Corporation Caring for Our Communities HOW OUR CONTRIBUTIONS MAKE A DIFFERENCE WORLDWIDE Food Security From those who rescue quality food to organizations that prepare meals and provide nutrition education, we support those helping to end food instability. Affordable Housing Whether people lack affordable housing due to financial constraints or social issues, we collaborate with organizations that help ensure their safety and shelter. Quality Education Access to quality education can help level the playing field, whether the need is supplies, support or mentorship, we engage to increase opportunities to feed the mind. Accessible Healthcare Healthcare is a basic need—for mind and body—and we partner with organizations that provide support for the whole person.
9northerntrust.com | © 2026 Northern Trust Corporation Enduring Principles Service Relentless drive to anticipate and exceed client expectations Integrity Consistently acting with the highest ethics and unfailing reliability Expertise Resolving complex challenges with world class capabilities N O R T H E R N T R U S T
northerntrust.com | © 2026 Northern Trust Corporation 10
11northerntrust.com | © 2026 Northern Trust Corporation Appendix
12northerntrust.com | © 2026 Northern Trust Corporation Notable Items YEARS Pre-Tax Notable Items ($ in Millions) 2025 2024 Revenue: AFS securities losses, net - $ (189.4) Supplemental Pension Plan securities repositioning & investment impairments - $ (14.1) Mark-to-market activity on Visa swap agreements $ (19.2) $ (12.8) Gain on sale of equity investment - $ 68.1 Net gain related to participation in Visa, Inc. exchange offer - $ 878.4 Total favorable / (unfavorable) impact $ (19.2) $ 730.2 Expense: Severance charge $ 58.8 $ 85.2 Northern Trust Foundation charitable contribution - $ 70.0 Software acceleration and dispositions charge - $ 16.4 FDIC special assessment $ (9.5) $ 12.5 Legal settlement charge - $ 10.6 Total (favorable) / unfavorable impact $ 49.3 $ 194.7
13northerntrust.com | © 2026 Northern Trust Corporation The following table presents a reconciliation of interest income, net interest income, net interest margin, total revenue, pre-tax income, and profit margin (pre-tax) prepared in accordance with GAAP to such measures on a fully taxable equivalent (FTE) basis, which are non-GAAP financial measures. Management believes this presentation provides a clearer indication of these financial measures for comparative purposes. The adjustment to an FTE basis has no impact on net income. YEARS 2025 2024 ($ in Millions) Net Interest Income Interest Income - GAAP $ 8,624.6 $ 9,762.3 Add: FTE Adjustment 28.5 31.8 Interest Income (FTE) - Non-GAAP $ 8,653.1 $ 9,794.1 Net Interest Income - GAAP $ 2,411.0 $ 2,177.1 Add: FTE Adjustment 28.5 31.8 Net Interest Income (FTE) - Non-GAAP $ 2,439.5 $ 2,208.9 Net Interest Margin - GAAP 1.70% 1.62% Net Interest Margin (FTE) - Non-GAAP 1.72% 1.64% Total Revenue Total Revenue - GAAP $ 8,086.4 $ 8,290.4 Add: FTE Adjustment 28.5 31.8 Total Revenue (FTE) - Non-GAAP $ 8,114.9 $ 8,322.2 Pre-Tax Income Pre-Tax Income - GAAP $ 2,339.5 $ 2,659.5 Add: FTE Adjustment 28.5 31.8 Pre-Tax Income (FTE) - Non-GAAP $ 2,368.0 $ 2,691.3 Profit Margin (Pre-Tax) Profit Margin (Pre-Tax) - GAAP 28.9% 32.1% Profit Margin (Pre-Tax) (FTE) - Non-GAAP 29.2% 32.3% Reconciliation of Non-GAAP Financial Measures
northerntrust.com | © 2026 Northern Trust Corporation 14
FAQ
What 2025 financial results did Northern Trust (NTRS) highlight in its annual meeting slides?
Northern Trust highlighted 2025 GAAP revenue of $8,086.4 million, expenses of $5,754.4 million, and pre-tax income of $2,339.5 million. Diluted earnings per share were $8.74, with a pre-tax margin of 28.9% and return on average common equity of 14.4%.
How strong were Northern Trust (NTRS) regulatory capital ratios at year-end 2025?
Northern Trust reported a Common Equity Tier 1 ratio of 12.6%, Tier 1 capital ratio of 13.5%, total capital ratio of 16.1%, and Tier 1 leverage ratio of 7.8% as of December 31, 2025. These all exceeded the stated standardized approach regulatory requirements.
What client asset levels did Northern Trust (NTRS) report in the 2026 annual meeting materials?
The slides showed $17 trillion in assets under custody/administration and $1.8 trillion in assets under management as of December 31, 2025. These figures underscore Northern Trust’s scale across asset servicing, asset management, and wealth management businesses globally.
What medium-term financial targets did Northern Trust (NTRS) present?
Northern Trust set medium-term targets including a pre-tax margin of 33%, an expense-to-trust-fee ratio of 105–110%, and a mid-teens return on equity. The company noted these targets represent increases from prior margin and ROE objectives.
What non-GAAP measures did Northern Trust (NTRS) reconcile in the slides?
Northern Trust reconciled several non-GAAP measures, including net interest income and total revenue on a fully taxable equivalent (FTE) basis. For 2025, net interest income (FTE) was $2,439.5 million and total revenue (FTE) was $8,114.9 million, with a 1.72% net interest margin (FTE).