Northern Trust (NTRS) wealth president exercises options, withholds shares for tax

Rhea-AI Filing Summary

Northern Trust Corporation President of Wealth Management Jason J. Tyler reported an option exercise and related share withholding. He exercised employee stock options covering 4,599 shares of common stock, then had 3,057 shares withheld to satisfy tax obligations. After these transactions, he directly owned 81,236 shares of common stock. Footnotes also note 28,765 stock units that are payable on a one-for-one basis in Northern Trust common shares.

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)
02/13/2026

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	02/13/2026		M		4,599	A	$58.25	84,293(1)	D
Common Stock	02/13/2026		F		3,057	D	$146.38	81,236(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
Employee Stock Option (right-to-buy)	$58.25	02/13/2026		M			4,599	(2)	02/16/2026	Common Stock	4,599	$0	0	D

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.

2. This option became exercisable in four equal annual installments beginning 2/16/2017.

Remarks:

	David A. Serna, Attorney-in-Fact for Jason J. Tyler	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Jason J. Tyler report at NTRS?

Jason J. Tyler reported exercising employee stock options for 4,599 Northern Trust shares and a related tax-withholding disposition of 3,057 shares. Following these transactions, he directly owned 81,236 common shares, plus 28,765 stock units payable one-for-one in common stock.

How many Northern Trust (NTRS) shares does Jason J. Tyler now hold?

After the reported Form 4 transactions, Jason J. Tyler directly owns 81,236 Northern Trust common shares. In addition, a footnote discloses 28,765 stock units that will be settled automatically in common stock on a one-for-one basis when payable.

What type of Form 4 transactions did NTRS executive Jason J. Tyler make?

The Form 4 shows an option exercise and a tax-withholding disposition. He exercised 4,599 employee stock options into common shares, then 3,057 shares were disposed of to satisfy tax liabilities, as reflected by transaction code F for tax withholding.

At what prices were Jason J. Tyler’s NTRS Form 4 transactions reported?

The option exercise itself showed a price of $0.00 per option, while the resulting 4,599 common shares carried a transaction price of $58.25. The 3,057 tax-withheld shares were valued at $146.38 per share according to the Form 4 disclosure.

What do the stock units in Jason J. Tyler’s NTRS filing represent?

The filing notes 28,765 stock units payable in Northern Trust common stock on a one-for-one basis. These units are not current shares but will convert into an equal number of common shares automatically when they become payable under the plan terms.

When did the reported NTRS insider transactions by Jason J. Tyler occur?

All the reported transactions occurred on February 13, 2026. On that date, Tyler exercised 4,599 employee stock options, received the corresponding common shares, and had 3,057 of those shares withheld to cover tax obligations associated with the exercise.