Northern Trust (NTRS) CEO corrects trust share totals

Rhea-AI Filing Summary

Northern Trust Corporation’s Chairman and CEO Michael G. O’Grady filed an amended insider report to correct his reported share totals. The correction reflects that on July 30, 2025, his 2023 grantor retained annuity trust distributed 5,415.12 shares of common stock to his existing trust as an annuity payment.

After this correction, he is shown with 349,068.44 shares of common stock held indirectly by trust and 63,986 stock units held directly, which are payable on a 1-for-1 basis in common shares. Additional indirect holdings include 6,959.85, 6,958.85, and 6,959.85 shares in separate trusts for three children, for which his spouse serves as trustee.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

O'Grady Michael

(Last) (First) (Middle)

50 SOUTH LA SALLE ST

(Street)

CHICAGO IL 60603

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NORTHERN TRUST CORP [ NTRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/05/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								349,068.44(1)	I	By Trust
Common Stock								63,986(2)	D
Common Stock								6,959.85	I	By Trust fbo Child 1(3)
Common Stock								6,958.85	I	By Trust fbo Child 2(3)
Common Stock								6,959.85	I	By Trust fbo Child 3(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This amendment is being filed to correct the amount of shares reported. The share total was not updated to reflect that on July 30, 2025, the reporting person's 2023 grantor retained annuity trust ("GRAT") distributed 5,415.12 shares of the Corporation's common stock to the reporting person's existing trust as an annuity payment.

2. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

3. The reporting person's spouse is trustee of this trust.

Remarks:

	David A. Serna, Attorney-In-Fact for Michael G. O'Grady	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What does the latest Form 4/A filing for Northern Trust (NTRS) disclose?

The Form 4/A shows Chairman and CEO Michael G. O’Grady corrected his reported holdings after a 2023 grantor retained annuity trust distributed 5,415.12 Northern Trust common shares to his existing trust as an annuity payment on July 30, 2025.

How many Northern Trust shares does Michael G. O’Grady now hold indirectly?

Following the correction, Michael G. O’Grady is shown with 349,068.44 Northern Trust common shares held indirectly through a trust. Additional indirect interests appear in three child-focused trusts, each holding about 6,959 shares, where his spouse serves as trustee.

What direct Northern Trust holdings are reported for Michael G. O’Grady in this Form 4/A?

The filing reports 63,986 stock units held directly by Michael G. O’Grady. According to the disclosure, these stock units are payable automatically on a 1-for-1 basis in shares of Northern Trust Corporation’s common stock when they are settled.

Why was Northern Trust’s insider report for Michael G. O’Grady amended?

The insider report was amended to correct the share amount previously reported. It had not been updated to reflect that on July 30, 2025, a 2023 grantor retained annuity trust distributed 5,415.12 Northern Trust common shares to O’Grady’s existing trust as an annuity payment.

How are the Northern Trust shares for O’Grady’s children held according to the filing?

The filing lists three separate trusts for the benefit of Child 1, Child 2, and Child 3, holding 6,959.85, 6,958.85, and 6,959.85 Northern Trust common shares, respectively. It notes that Michael G. O’Grady’s spouse serves as trustee of these trusts.

Who signed the amended Northern Trust (NTRS) Form 4/A for Michael G. O’Grady?

The amended Form 4/A was signed by David A. Serna as Attorney-In-Fact for Michael G. O’Grady. This indicates Serna executed the filing under a power of attorney on O’Grady’s behalf, consistent with common practice for senior executives.