[Form 4] Northern Trust Corp Insider Trading Activity

Rhea-AI Filing Summary

Form Type: Form 4 (Insider transaction)
Company: Northern Trust Corporation (NTRS)
Reporting Person: Susan Crown, Director
Filing Date: 02-Jul-2025
Transaction Date: 01-Jul-2025

The filing documents a single transaction in which Director Susan Crown acquired 84.11 common-stock units at a stated price of $127.99 per unit. Following the purchase she directly owns 37,404.52 stock-unit equivalents and 18,400 common shares. In addition, Ms. Crown reports indirect holdings of 4,000 shares held in trusts for her children and 339,696 shares held through HCNI II LLC, an entity controlled by family trusts. She expressly disclaims beneficial ownership of the indirectly held shares beyond her proportionate interest.

No derivative securities were transacted, and the filing contains no sales of company shares. The transaction appears to be a routine board-level acquisition—likely part of a deferred-compensation or director-fee program—given the small dollar value (~US$10.8 thousand) relative to Ms. Crown’s overall holdings and the company’s share count.

Materiality assessment: The purchase modestly increases insider direct ownership but is immaterial to Northern Trust’s capital structure and does not signal a notable change to insider sentiment on its own.

Insights

Financial Analyst

TL;DR – Very small director purchase; immaterial and neutral for valuation.

The 84-unit acquisition represents less than 0.00005 % of NTRS’s ~205 million shares outstanding and under US$11 k in value. It does not alter ownership concentration, governance dynamics or float. The absence of sales keeps the overall insider trading profile neutral-to-slightly positive, but the size is too minor to influence earnings expectations, liquidity, or market perception. I classify this filing as routine and not impactful for investors.

Corporate Governance Specialist

TL;DR – Routine compliance filing; no governance red flags detected.

Crown’s direct and indirect holdings are transparently disclosed, and she disclaims beneficial ownership where appropriate, aligning with SEC requirements. The use of Rule 10b5-1 safe-harbor language is absent, indicating the buy was not under a pre-arranged plan, yet size implies it is likely fee-deferral related. No new power-of-attorney issues arise. From a governance lens, this is standard maintenance disclosure with neutral impact.

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^*

CROWN SUSAN

(Last) (First) (Middle)

50 S LASALLE 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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 Units	07/01/2025		A		84.11	A	$127.99	37,404.52(1)	D
Common Stock								18,400	D
Common Stock								4,000	I	See ftn.(2)
Common Stock								339,696	I	See ftn.(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. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

2. Owned by various trusts of which the children of the Reporting Person are the beneficiaries.

3. Owned by a limited liability company, HCNI II LLC, of which trusts for the benefit of the Reporting Person and the children of the Reporting Person are members.

Remarks:

The Reporting Person disclaims beneficial ownership of the shares described in Footnotes 2 and 3, except to the extent of her beneficial ownership in the trusts and entity that own such shares. Exhibit List: Exhibit 24 Power of Attorney

	David A. Serna, Attorney-in-Fact for Susan Crown	07/02/2025
	** 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 did Northern Trust (NTRS) insider Susan Crown buy on 1-Jul-2025?

She acquired 84.11 common-stock units of Northern Trust at $127.99 each.

How many Northern Trust shares does Susan Crown now own directly?

After the reported transaction she directly owns 37,404.52 stock-unit equivalents and 18,400 common shares.

Were any Northern Trust shares sold in this Form 4 filing?

No. The filing shows only an acquisition; no sales were reported.

Does the filing include any derivative security transactions?

No. Table II is blank, indicating no derivative securities were acquired or disposed.

How significant is this insider transaction for NTRS shareholders?

The purchase is worth roughly US$10.8 thousand, a de-minimis amount relative to the company’s share count and is considered immaterial.