Northern Trust (NTRS) CEO uses 11,129 shares to satisfy tax bill

Rhea-AI Filing Summary

Northern Trust Corp Chairman and CEO Michael O’Grady reported an automatic tax-related share disposition. On March 1, 2026, 11,129 shares of common stock were withheld at $143.15 per share to cover federal, state and Medicare taxes when 26,526 previously reported stock units vested. After this tax-withholding disposition, he directly owned 56,897 common shares.

The filing also notes substantial indirect holdings through trusts, including 417,676.44 shares held by a trust and additional smaller trust accounts for three children. One trust lists his spouse as trustee, indicating indirect family ownership rather than additional direct insider trading activity.

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^*

O'Grady Michael

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		11,129	D	$143.15	56,897(1)(2)	D
Common Stock								417,676.44(2)	I	By Trust
Common Stock								6,959.85	I	By Trust fbo Child 1(3)
Common Stock								6,958.85	I	By Trust fbo Child 2(3)
Common Stock								6,959.85	I	By Trust fbo Child 3(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. Reflects 11,129 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 26,526 previously reported stock units. The remaining 15,397 shares were distributed to the reporting person as shares of common stock and transferred to the reporting person's existing trust account.

3. The reporting person's spouse is trustee of this trust.

Remarks:

	David A. Serna, Attorney-In-Fact for Michael G. O'Grady	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).
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FAQ

What insider transaction did Northern Trust (NTRS) report for Michael O’Grady?

Northern Trust reported an automatic tax-withholding disposition for Michael O’Grady. On March 1, 2026, 11,129 shares of common stock were withheld to pay taxes upon vesting of 26,526 stock units, rather than an open-market share sale.

Was the Northern Trust (NTRS) CEO’s Form 4 transaction an open-market sale?

The Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld automatically to cover federal, state and Medicare taxes due on vesting stock units, a common mechanism for satisfying equity award tax obligations.

How many Northern Trust (NTRS) shares were withheld for Michael O’Grady’s taxes?

The filing shows 11,129 Northern Trust common shares were withheld. They were applied toward federal, state and Medicare tax liabilities arising when 26,526 previously reported stock units vested and converted into common stock for the executive.

How many Northern Trust (NTRS) shares does Michael O’Grady own directly after this filing?

After the March 1, 2026 transaction, Michael O’Grady directly owned 56,897 Northern Trust common shares. This direct holding reflects his position following the tax-withholding disposition related to the vesting of a larger stock unit award.

What indirect Northern Trust (NTRS) holdings are reported for Michael O’Grady?

The Form 4 lists substantial indirect ownership via trusts, including 417,676.44 shares held by a trust and smaller positions in three trusts for children. One trust’s footnote notes his spouse serves as trustee, indicating indirect family control of those shares.

What happened to the remaining vested Northern Trust (NTRS) shares not used for taxes?

Of 26,526 vested stock units, 11,129 shares were withheld for taxes and 15,397 shares were distributed as common stock. The filing states these remaining shares were transferred into Michael O’Grady’s existing trust account after distribution.