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Northern Trust (NTRS) director gifts 1,200 shares via revocable trust

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Northern Trust Corp director David Byron Smith Jr. reported a bona fide gift of 1,200 shares of Northern Trust common stock on April 30, 2026. The transaction was made indirectly through a revocable trust associated with him and is coded as a gift, not a market sale.

After this gift, the revocable trust held 86,037 shares. Other reported indirect holdings include 992,560 shares in a separate trust for him and his children, plus several smaller child-focused trusts and 989 shares held directly. The filing reflects estate and family-trust activity rather than open-market trading.

Positive

  • None.

Negative

  • None.
Insider SMITH DAVID BYRON JR
Role null
Type Security Shares Price Value
Gift Common Stock 1,200 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 86,037 shares (Indirect, By Revocable Trust); Common Stock — 989 shares (Direct, null)
Footnotes (1)
  1. On April 30, 2026, a trust in which the reporting person has a partial direct pecuniary interest distributed 9,600 shares of the Corporation's common stock to such trust's beneficiaries, of which 1,200 shares were distributed to the reporting person. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock. Shares are held in a trust established for the benefit of the reporting person and his children, of which the reporting person is a co-trustee and shares investment control. Shares are held in a trust established for the benefit of one of the reporting person's children, of which the reporting person is a co-trustee and shares investment control. These shares are held in a trust of which reporting person has a partial direct pecuniary interest.
Gifted shares 1,200 shares Bona fide gift of common stock on April 30, 2026
Revocable trust holdings after gift 86,037 shares Indirect ownership by revocable trust following the 1,200-share gift
Large family trust holdings 992,560 shares Indirect holdings in trust for benefit of director and his children
Direct holdings 989 shares Common stock held directly by the director as of April 30, 2026
Child trust holdings 2,125 shares each Indirect holdings in trusts for each of three children
Additional trust holdings 1,704 shares Indirect holdings in another trust with partial pecuniary interest
bona fide gift financial
"transaction_code_description": "Bona fide gift"
partial direct pecuniary interest financial
"trust in which the reporting person has a partial direct pecuniary interest distributed 9,600 shares"
stock units financial
"Represents stock units payable automatically on a 1-for-1 basis in shares"
Stock units are individual pieces of ownership in a company, like slices of a pie that together make up the whole business. They matter to investors because each unit represents a claim on the company’s assets, profits and sometimes voting power, and changes in the number or value of these units affect ownership percentages, potential dividends and share dilution — all of which influence an investment’s worth.
co-trustee financial
"of which the reporting person is a co-trustee and shares investment control"
revocable trust financial
"nature_of_ownership": "By Revocable Trust""
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
SEC Form 4
FORM 4UNITED 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*
SMITH DAVID BYRON JR

(Last)(First)(Middle)
50 SOUTH LA SALLE ST

(Street)
CHICAGO ILLINOIS 60603

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
NORTHERN TRUST CORP [ NTRS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/30/2026G1,200A$086,037(1)IBy Revocable Trust
Common Stock989(2)D
Common Stock1,704IBy Trust(3)
Common Stock2,125IBy Trust fbo Child 1(4)
Common Stock2,125IBy Trust fbo Child 2(4)
Common Stock2,125IBy Trust fbo Child 3(4)
Common Stock992,560(1)IBy Trust(5)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On April 30, 2026, a trust in which the reporting person has a partial direct pecuniary interest distributed 9,600 shares of the Corporation's common stock to such trust's beneficiaries, of which 1,200 shares were distributed to the reporting person.
2. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
3. Shares are held in a trust established for the benefit of the reporting person and his children, of which the reporting person is a co-trustee and shares investment control.
4. Shares are held in a trust established for the benefit of one of the reporting person's children, of which the reporting person is a co-trustee and shares investment control.
5. These shares are held in a trust of which reporting person has a partial direct pecuniary interest.
Remarks:
David A. Serna Attorney-in-Fact for David H. B. Smith, Jr.05/01/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Northern Trust (NTRS) director David Byron Smith Jr. report in this Form 4?

He reported a bona fide gift of 1,200 shares of Northern Trust common stock on April 30, 2026, through a revocable trust. The filing also updates his direct and indirect holdings across several family-related trusts and personal accounts.

How many Northern Trust (NTRS) shares did the director gift, and how was it structured?

The director reported gifting 1,200 shares of Northern Trust common stock, coded as a bona fide gift. The transaction occurred indirectly through a revocable trust, reflecting estate or family planning activity rather than an open-market sale for cash proceeds.

How many Northern Trust (NTRS) shares does the director still hold indirectly after the gift?

Following the reported gift, a revocable trust associated with the director held 86,037 shares. Another trust for his benefit and his children held 992,560 shares, with several additional smaller child-focused trusts reported, indicating substantial remaining indirect ownership.

Does this Northern Trust (NTRS) Form 4 show any open-market buying or selling?

No open-market purchases or sales are reported. The only transactional entry is a bona fide gift of 1,200 shares, while other line items simply state updated holdings in various trusts and a direct account without specifying buy or sell activity.

What direct holdings of Northern Trust (NTRS) stock does the director report after these transactions?

The filing shows 989 shares of Northern Trust common stock held directly by the director as of April 30, 2026. This direct position is small compared with his much larger reported indirect holdings through trusts established for himself and his children.

How are family trusts used in the Northern Trust (NTRS) director’s holdings?

Multiple trusts hold Northern Trust shares for the director and his children, with the director noted as co-trustee sharing investment control. These structures manage large indirect stakes, including 992,560 shares in one trust and 86,037 shares in a revocable trust after the gift.