Northern Trust (NTRS) EVP reports stock grant and tax withholding

Rhea-AI Filing Summary

Northern Trust Corporation Executive Vice President Thomas A. South reported a stock-based award and related tax-share withholding. He acquired 19,892 shares of common stock as a grant at no cost, and 8,606 shares were disposed of at $147.24 per share to satisfy tax obligations. Following these transactions, he held 98,881 shares directly and 4,167.55 shares indirectly through a 401(k) plan as of 12-31-2025, and his holdings include 50,189 stock units payable on a 1-for-1 basis in common shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider South Thomas A

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	19,892	$0.00	--
Tax Withholding	Common Stock	8,606	$147.24	$1.27M
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 107,487 shares (Direct); Common Stock — 4,167.55 shares (Indirect, 401(k) as of 12-31-2025)

Footnotes (1)

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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^*

South Thomas A

(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)
	Executive Vice President

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		19,892	A	$0	107,487(1)	D
Common Stock	02/17/2026		F		8,606	D	$147.24	98,881(1)	D
Common Stock								4,167.55	I	401(k) as of 12-31-2025

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 50,189 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 Thomas A. South	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) executive Thomas A. South report on this Form 4?

Thomas A. South reported a stock grant and a related tax-share withholding. He received 19,892 Northern Trust common shares as a grant and disposed of 8,606 shares at $147.24 per share to cover tax obligations, all reported as direct ownership changes.

How many Northern Trust (NTRS) shares did Thomas A. South acquire in the latest filing?

He acquired 19,892 shares of Northern Trust common stock through a grant. The grant was recorded at a price of $0.00 per share, indicating a stock-based award rather than an open-market purchase, and increased his directly held share balance on the transaction date.

Why were 8,606 Northern Trust (NTRS) shares disposed of at $147.24 in this Form 4?

The 8,606 shares were disposed of to pay tax liabilities tied to the stock grant. They were reported under transaction code F, which covers payment of tax obligations by delivering shares, and does not represent a discretionary open-market sale by Thomas A. South.

What are Thomas A. South’s Northern Trust (NTRS) share holdings after these transactions?

After the reported transactions, he directly held 98,881 Northern Trust common shares. He also had 4,167.55 shares held indirectly through a 401(k) plan as of 12-31-2025, plus 50,189 stock units payable 1-for-1 in common stock.

What is the role of Thomas A. South at Northern Trust (NTRS) mentioned in the filing?

Thomas A. South is identified as an Executive Vice President of Northern Trust Corporation. His status as a senior officer makes him a reporting person for insider transactions, so grants, tax-related share withholdings, and holdings must be disclosed on Form 4 filings.