Northern Trust (NTRS) Co-President reports tax withholding of 2,672 shares

Rhea-AI Filing Summary

NORTHERN TRUST CORP Co-President Guy Gibson reported a tax-related share disposition. On vesting of previously reported stock units, 2,672 shares of common stock were withheld at a price of $143.15 per share to cover Federal, State and Medicare taxes. This was recorded as a tax-withholding disposition rather than an open-market sale. After this transaction, Gibson directly owned 32,341 shares of Northern Trust common stock. A footnote also notes 29,332 stock units that are payable on a 1-for-1 basis in common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gibson Guy

Role Co-President Asset Servicing

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,672	$143.15	$382K

Holdings After Transaction: Common Stock — 32,341 shares (Direct)

Footnotes (1)

1. Includes 29,332 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock. Reflects 2,672 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 5,681 previously reported stock units. The remaining 3,009 shares were distributed to the reporting person as shares of common stock.

Form 4 Insider Transactions: What Each Field Means →

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

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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^*

Gibson Guy

(Last) (First) (Middle)

50 SOUTH LASALLE STREET

(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)
	Co-President Asset Servicing

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		F		2,672	D	$143.15	32,341(1)(2)	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 29,332 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

2. Reflects 2,672 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 5,681 previously reported stock units. The remaining 3,009 shares were distributed to the reporting person as shares of common stock.

Remarks:

	Michael Rouvina, Attorney-in-Fact for Guy Gibson	03/04/2026
	** 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 transaction did NTRS executive Guy Gibson report?

Guy Gibson reported a tax-withholding disposition of 2,672 Northern Trust common shares. These shares were withheld to pay Federal, State and Medicare taxes upon vesting of stock units, rather than sold on the open market.

Was the NTRS Form 4 transaction an open-market sale of shares?

No, the Form 4 shows 2,672 shares withheld for tax purposes, not an open-market sale. The shares covered tax liabilities triggered when 5,681 stock units vested and were converted into common stock.

How many Northern Trust shares does Guy Gibson hold after this Form 4?

After the tax-withholding disposition, Guy Gibson directly holds 32,341 Northern Trust common shares. In addition, a footnote indicates 29,332 stock units that will settle 1-for-1 in common shares in the future.

What price per share was used for the NTRS tax-withholding shares?

The 2,672 shares withheld for taxes were valued at $143.15 per share. This valuation was used to satisfy Federal, State and Medicare tax obligations when restricted stock units vested into common shares.

How many vested NTRS shares did Guy Gibson ultimately receive?

When 5,681 stock units vested, 2,672 shares were withheld for taxes and 3,009 shares were distributed to Guy Gibson. The Form 4 footnote explains this split between tax withholding and shares actually delivered as common stock.

What additional equity units are disclosed for Guy Gibson at Northern Trust?

The filing notes 29,332 stock units payable on a 1-for-1 basis in Northern Trust common stock. These units represent additional future share delivery separate from his 32,341 currently held common shares after the reported transaction.