[Form 4] NORTHERN TRUST CORP Insider Trading Activity

Rhea-AI Filing Summary

Northern Trust Corporation executive Jason J. Tyler, President of Wealth Management, reported a mix of equity compensation transactions in company common stock. On February 17, 2026, he acquired 21,537 shares through a grant or award at no cash cost.

On the same date, he disposed of 9,541 shares in a tax-withholding transaction at a price of $147.24 per share, used to cover tax obligations rather than an open-market sale. After these moves, he directly owned 93,232 common shares. A footnote also notes 28,765 stock units that will be automatically settled 1-for-1 in Northern Trust common stock.

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

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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^*

Tyler Jason J.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President/Wealth Management

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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

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	02/17/2026		A		21,537	A	$0	102,773(1)	D
Common Stock	02/17/2026		F		9,541	D	$147.24	93,232(1)	D

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. Includes 28,765 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

Remarks:

	David A. Serna, Attorney-in-Fact for Jason J. Tyler	02/19/2026
	** 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 insider transactions did Northern Trust (NTRS) executive Jason J. Tyler report?

Jason J. Tyler reported receiving a stock grant and a related tax-withholding share disposition. He acquired 21,537 Northern Trust common shares through a grant, then disposed of 9,541 shares to satisfy tax obligations, both dated February 17, 2026, under direct ownership.

How many Northern Trust (NTRS) shares does Jason J. Tyler own after this Form 4?

After the reported transactions, Jason J. Tyler directly owns 93,232 Northern Trust common shares. In addition, a footnote shows 28,765 stock units that will automatically convert into common shares on a one-for-one basis, representing additional future equity exposure for the executive.

Was the Northern Trust (NTRS) insider transaction a purchase or a sale?

The filing shows both an acquisition and a disposition. Tyler received 21,537 common shares as a stock grant at no cost, and 9,541 shares were disposed of in a tax-withholding transaction, used to cover tax liabilities rather than an open-market sale.

What does the tax-withholding disposition mean in the Northern Trust (NTRS) Form 4?

The tax-withholding disposition reflects shares surrendered to cover taxes on equity compensation. In this case, 9,541 shares of Northern Trust common stock were delivered at $147.24 per share to satisfy tax liability, rather than being sold in the open market by the executive.

What additional stock units are disclosed for Northern Trust (NTRS) executive Jason J. Tyler?

A footnote states that Tyler holds 28,765 stock units. These units are payable automatically on a one-for-one basis in Northern Trust common stock, meaning each unit will convert into one share, adding to his future equity holdings when settled.

What role does Jason J. Tyler hold at Northern Trust (NTRS) in this Form 4?

In this Form 4, Jason J. Tyler is identified as an officer of Northern Trust, serving as President of Wealth Management. The reported equity grant and related tax-withholding disposition are tied to his status as a senior executive of the company.