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Northern Trust Corp (NTRS) COO has shares withheld to cover taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Northern Trust Corp Chief Operating Officer Peter Cherecwich reported a tax-related share disposition. On March 1, 2026, 4,157 common shares were withheld at $143.15 per share to cover federal, state and Medicare taxes upon vesting of 9,905 stock units. The remaining 5,748 shares from that vesting were delivered as common stock and moved to his existing trust account. Following the tax withholding, he directly owns 21,962 common shares, with additional indirect holdings through various trusts.

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Insider Cherecwich Peter
Role Chief Operating Officer
Type Security Shares Price Value
Tax Withholding Common Stock 4,157 $143.15 $595K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 21,962 shares (Direct); Common Stock — 46,668 shares (Indirect, By Trust)
Footnotes (1)
  1. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock. Reflects 4,157 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 9,905 previously reported stock units. The remaining 5,748 shares were distributed to the reporting person as shares of common stock and transferred to the reporting person's existing trust account.
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
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*
Cherecwich Peter
(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)
Chief Operating Officer
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 4,157 D $143.15 21,962(1)(2) D
Common Stock 46,668(2) I By Trust
Common Stock 4,397 I 2023 GRAT
Common Stock 6 I By Spouse's Trust
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. Reflects 4,157 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 9,905 previously reported stock units. The remaining 5,748 shares were distributed to the reporting person as shares of common stock and transferred to the reporting person's existing trust account.
Remarks:
David A. Serna, Attorney-in-Fact for Peter Cherecwich 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Northern Trust (NTRS) COO Peter Cherecwich report in this Form 4 filing?

Peter Cherecwich reported a tax-related share withholding tied to vesting stock units. 4,157 Northern Trust common shares were withheld to satisfy tax obligations when 9,905 stock units vested, with the remaining 5,748 shares delivered into his existing trust account.

How many Northern Trust (NTRS) shares were withheld for taxes in this transaction?

The filing shows 4,157 common shares were withheld to pay federal, state and Medicare taxes. This was associated with the vesting of 9,905 previously reported stock units, and reflects a tax-withholding disposition rather than an open-market sale of shares.

What happened to the remaining shares from the vested stock units for Northern Trust (NTRS) COO?

5,748 common shares from the vested stock units were distributed to Peter Cherecwich. Those shares were then transferred to the reporting person’s existing trust account, increasing his indirect holdings while a portion of the vesting covered his tax liabilities through share withholding.

How many Northern Trust (NTRS) shares does the COO own directly after this Form 4 event?

After the tax withholding transaction, Peter Cherecwich directly holds 21,962 Northern Trust common shares. The filing also lists several indirect ownership positions through trusts, including holdings "By Trust," a "2023 GRAT," and a "Spouse's Trust," at various reported share levels.

Is the Northern Trust (NTRS) COO’s Form 4 transaction an open-market sale of shares?

No, the primary transaction is a tax-withholding disposition, not an open-market sale. The code F indicates shares were withheld to pay tax liabilities when restricted stock units vested, with the remaining vested shares delivered into the reporting person’s trust account.