Northern Trust CFO has 258 shares withheld for taxes

Those stock units are payable automatically in shares of Northern Trust common stock on a 1-for-1 basis.

Available on EDGAR 11/05/2026 - 04:08 PM EST Accepted by SEC EDGAR 11/05/2026 - 04:08 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Northern Trust Corp. EVP and Chief Financial Officer David W. Fox Jr. had 258 common shares withheld on November 3, 2026, to satisfy tax withholding obligations related to previously reported stock units, at a reported $171.78 per share. His post-transaction position was 14,294 stock units. The filing also lists indirect common-stock holdings by trust; footnotes say two trusts benefit Fox, one also his descendants, and he serves as trustee with investment control.

Insider Trade Summary

Tax Withholding: 258 shares

Tax Withholding 1 txn

Insider Fox David W Jr

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	258	$171.78	$44K
Holding	Common Stock F3	--	--	--
Holding	Common Stock F4	--	--	--
Holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 14,294 shares (Direct); Common Stock — 23,586 shares (Indirect, By Trust)

Holdings Before and After: Common Stock, 14,552 to 14,294 shares (Direct)

Footnotes (4)

1. F1. Represents shares withheld to satisfy tax withholding obligations related to previously reported stock units.
2. F2. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
3. F3. 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.
4. F4. 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.

Key Figures

Common shares withheld: 258 shares Reported price per share: $171.78 per share Post-transaction stock units: 14,294 units

3 metrics

Common shares withheld 258 shares November 3, 2026; to satisfy tax withholding obligations

Reported price per share $171.78 per share November 3, 2026

Post-transaction stock units 14,294 units Payable automatically on a 1-for-1 basis in common shares

Key Terms

stock units, tax withholding obligations, investment control

3 terms

stock units financial

"previously reported stock units"

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.

tax withholding obligations financial

"to satisfy tax withholding obligations"

investment control financial

"the reporting person is the trustee and has investment control"

FAQ

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How many NTRS shares did David W. Fox Jr. have withheld for taxes?

Northern Trust Corp. EVP and Chief Financial Officer David W. Fox Jr. had 258 common shares withheld on November 3, 2026, at a reported $171.78 per share to satisfy tax withholding obligations related to previously reported stock units. His post-transaction position was reported as 14,294 stock units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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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 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP & Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/03/2026		F		258(1)	D	$171.78	14,294(2)	D
Common Stock								18,575	I	By Trust(3)
Common Stock								5,000	I	By Trust(4)
Common Stock								11	I	By 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 shares withheld to satisfy tax withholding obligations related to previously reported stock units.

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, of which the reporting person is the trustee and has investment control.

4. 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.	11/05/2026
	** 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.
* Form 4: SEC 1474 (03-26)