Northern Trust (NTRS) CAO gets 6,410-share grant, withholds 2,840 for taxes

Rhea-AI Filing Summary

NORTHERN TRUST CORP Chief Administrative Officer Alexandria Taylor reported equity award activity involving the company’s common stock. On February 17, 2026, Taylor acquired 6,410 shares of common stock in a grant or award transaction at a stated price of $0.00 per share, increasing her direct holdings.

On the same date, she disposed of 2,840 shares of common stock at $147.24 per share to cover tax obligations through a tax-withholding disposition rather than an open-market sale. After these transactions, Taylor directly owned 49,319.536 shares of common stock. Her holdings also include 27,848 stock units payable on a 1-for-1 basis in common shares.

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^*

Taylor Alexandria

(Last) (First) (Middle)

50 SOUTH LA SALLE 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)
	Chief Administrative 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		6,410	A	$0	52,159.536(1)	D
Common Stock	02/17/2026		F		2,840	D	$147.24	49,319.536(1)	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 27,848 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

Remarks:

	David A. Serna, Attorney-in-Fact for Alexandria Taylor	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did NTRS Chief Administrative Officer Alexandria Taylor report?

Alexandria Taylor reported two transactions in Northern Trust common stock. She received a grant of 6,410 shares and had 2,840 shares withheld at $147.24 each to satisfy tax obligations, both dated February 17, 2026.

Did Alexandria Taylor buy or sell Northern Trust (NTRS) shares on the open market?

The filing shows no open-market buy or sell by Alexandria Taylor. She received 6,410 shares as an equity award and 2,840 shares were disposed of to cover tax liabilities, a non-market tax-withholding transaction on February 17, 2026.

How many Northern Trust (NTRS) shares does Alexandria Taylor own after these Form 4 transactions?

After the reported transactions, Alexandria Taylor directly owns 49,319.536 Northern Trust common shares. In addition, she holds 27,848 stock units that are payable on a one-for-one basis in the company’s common stock, increasing her overall equity-linked exposure.

What was the value per share of the tax-withholding disposition in the NTRS Form 4?

The tax-withholding disposition occurred at a price of $147.24 per Northern Trust share. In this transaction, 2,840 shares were delivered to satisfy tax liabilities associated with her equity award, rather than being sold in a traditional open-market trade.

What does the stock unit footnote in Alexandria Taylor’s NTRS Form 4 mean?

The footnote explains that 27,848 stock units are payable on a one-for-one basis in Northern Trust common stock. This means each unit represents a right to receive one share, adding to her potential future ownership beyond her currently held common shares.