Northern Trust (NTRS) CFO executes 1,450-share open-market sale

Rhea-AI Filing Summary

Northern Trust EVP & Chief Financial Officer David W. Fox Jr reported an open-market sale of 1,450 shares of common stock on February 25, 2026 at an average price of $144.05 per share. After this sale, he directly holds 20,162 shares, with additional indirect holdings in several trusts where he serves as trustee with investment control.

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^*

Fox David W Jr

(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)
	EVP & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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	02/25/2026		S		1,450	D	$144.05	20,162(1)	D
Common Stock								38,575	I	By Trust(2)
Common Stock								5,000	I	By Trust(3)
Common Stock								11	I	By Trust(2)

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. Shares are held in a trust established for the benefit of the reporting person, of which the reporting person is the trustee and has investment control.

3. Shares are held in a trust established for the benefit of reporting person and his descendants, of which the reporting person is the trustee and has investment control.

Remarks:

	David A. Serna, Attorney-in-Fact for David W. Fox, Jr.	02/26/2026
	** 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 Northern Trust (NTRS) disclose for David W. Fox Jr?

Northern Trust disclosed that EVP & CFO David W. Fox Jr sold 1,450 common shares. The sale occurred in an open-market transaction, reflecting routine insider portfolio activity rather than a change in corporate strategy or operations.

At what price did the Northern Trust (NTRS) CFO sell his shares?

The CFO’s 1,450 Northern Trust shares were sold at an average price of $144.05 per share. This figure represents the weighted average sale price reported for the open-market transaction on February 25, 2026.

How many Northern Trust (NTRS) shares does the CFO hold after the sale?

After the reported sale, the CFO directly owns 20,162 Northern Trust shares. The filing also lists additional indirect ownership through multiple trusts, where he is trustee and holds investment control, increasing his overall beneficial exposure.

Does the Northern Trust (NTRS) CFO have indirect share ownership through trusts?

Yes, the CFO has indirect ownership through several trusts holding Northern Trust common stock. The trusts are established for his benefit and that of his descendants, and he serves as trustee with investment control, which supports beneficial ownership reporting.

What type of transaction was reported in the Northern Trust (NTRS) Form 4?

The Form 4 reports an open-market sale of common stock by the CFO. The transaction is coded as a sale, distinguishing it from option exercises, gifts, or tax-related dispositions that can also appear in insider ownership reports.