[8-K] Northern Trust Corp Reports Material Event

Rhea-AI Filing Summary

Northern Trust Corporation filed an 8-K to disclose that on 28 July 2025 its Board of Directors approved a new common-stock repurchase authorization of up to $2.5 billion. The program permits – but does not obligate – the company to buy back outstanding NTRS shares from time to time; it carries no expiration date. No other material transactions, financial results or operational updates were included in this report. The filing also lists a related press release (Exhibit 99.1) and standard Inline XBRL cover-page information.

Positive

• $2.5 billion share-repurchase authorization increases potential capital returns to shareholders
• No expiration date provides flexible execution window aligned with market conditions

Negative

• None.

Insights

Equity Research Analyst

TL;DR – $2.5 B buyback signals capital return capacity; modestly positive for shareholders.

The authorization equals a substantial pool of liquidity that management can deploy opportunistically, providing downside support for the share price and potential EPS accretion. Absence of an expiry date offers flexibility, though it also means timing is uncertain. Combined with Northern Trust’s historically conservative capital profile, the move indicates confidence in capital levels after recent regulatory stress testing. No dilution triggers or financing details are disclosed, limiting immediate visibility on execution pace.

Corporate Governance Specialist

TL;DR – Board signals commitment to shareholder returns; governance framework intact.

Board approval via open-ended authorization aligns with typical large-cap financial governance practices. Since buybacks are authorized, not mandated, actual impact depends on management discretion and market conditions. Transparency is adequate: the 8-K promptly reports the decision and attaches the press release. No conflicts of interest or contingent triggers are noted, suggesting low governance risk. Investors should monitor quarterly capital disclosures for execution updates.

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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) July 22, 2025

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 8.01.    Other Events

On July 28, 2025, Northern Trust Corporation (the “Corporation”) issued a press release announcing that the Corporation’s Board of Directors approved a new common stock repurchase authorization (the “New Stock Repurchase Authorization”) authorizing, but not obligating, the repurchase of up to $2.5 billion of the Corporation’s outstanding shares of common stock from time to time. The New Stock Repurchase Authorization has no expiration date.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits:

			Exhibit Number			Description
			99.1			Press Release
			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:

July 28, 2025

By:

/s/ Susan C. Levy

Susan C. Levy

Executive Vice President, General Counsel and Corporate Secretary

FAQ

What did Northern Trust (NTRS) announce in its 8-K dated 28 July 2025?

The Board authorized repurchases of up to $2.5 billion of common stock with no set expiration date.

Is the new NTRS buyback program mandatory or optional?

It is authorizing but not obligating; management may repurchase shares at its discretion.

Does the 8-K specify an end date for the $2.5 billion authorization?

No. The authorization has no expiration date.

Where can investors find more details about the buyback?

See Exhibit 99.1, the press release attached to the 8-K filing.

Were any earnings or financial results disclosed in this 8-K?

No earnings data were provided; the filing only covers the share-repurchase authorization and exhibits.