Northern Trust (NTRS) COO logs stock grant and tax share withholding

Rhea-AI Filing Summary

Northern Trust Corp Chief Operating Officer Peter Cherecwich reported several equity-related entries in common stock on February 17, 2026. He received a grant or award acquisition of 26,322 shares of common stock at $0.00 per share, bringing his directly held balance at that step to 58,189 shares.

A separate entry shows a tax-withholding disposition of 11,661 shares at a price of $147.24 per share, leaving 31,867 common shares held directly afterward. The filing also reports indirect holdings, including shares held by a spouse’s trust, another trust, and a 2023 GRAT, such as 40,920 common shares held by a trust. A footnote explains that certain positions represent stock units payable on a 1‑for‑1 basis in common shares, and another footnote notes a transfer of shares into an existing trust account.

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^*

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)
02/17/2026

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	02/17/2026		A		26,322	A	$0	58,189(1)	D
Common Stock	02/17/2026		F		11,661	D	$147.24	31,867(1)(2)	D
Common Stock								40,920(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 the transfer of 14,661 shares directly held by the reporting person into the reporting person's existing trust account.

Remarks:

	David A. Serna, Attorney-in-Fact for Peter Cherecwich	02/19/2026
	** 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 did Northern Trust (NTRS) COO Peter Cherecwich report in this Form 4?

He reported a grant or award of 26,322 Northern Trust common shares and a tax-related disposition of 11,661 shares, along with updates to his direct and indirect holdings, including shares held in various trust arrangements.

How many Northern Trust shares did the COO receive as an equity award?

He received 26,322 shares of Northern Trust common stock as a grant or award at $0.00 per share, increasing his reported directly held position at that point in time before subsequent tax-related share dispositions.

What was the purpose of the 11,661-share disposition in the NTRS Form 4?

The 11,661-share disposition is coded as a tax-withholding transaction, indicating shares were delivered at $147.24 per share to satisfy tax obligations associated with the equity award, rather than an open-market sale for investment purposes.

What are the COO’s direct Northern Trust share holdings after these transactions?

After recording the grant and the tax-withholding disposition, the filing shows Peter Cherecwich holding 31,867 Northern Trust common shares directly, reflecting his remaining direct ownership following the award and related share withholding activity.

Does the Northern Trust COO hold additional NTRS shares indirectly through trusts?

Yes. The Form 4 lists indirect ownership, including shares held by a spouse’s trust, another trust, and a 2023 GRAT, such as 40,920 common shares in one trust, separate from his directly held Northern Trust shares.

What do the stock units mentioned in the Northern Trust Form 4 represent?

A footnote explains that certain positions reflect stock units payable on a 1-for-1 basis in Northern Trust common stock, meaning each unit is designed to convert into one share of common stock when settled.