Northern Trust CFO granted 6,355 stock units

Northern Trust Corporation’s EVP & Chief Financial Officer David W. Fox Jr. reported an acquisition of 6,355 shares of common stock on February 5, 2026, at a price of $0, representing stock units payable on a 1-for-1 basis in common shares.

Rhea-AI Filing Summary

Northern Trust Corporation’s EVP & Chief Financial Officer David W. Fox Jr. reported an acquisition of 6,355 shares of common stock on February 5, 2026, at a price of $0, representing stock units payable on a 1-for-1 basis in common shares. Following this award, he beneficially owns 20,162 common shares directly. He also reports indirect ownership of 38,575, 5,000, and 11 common shares held in trusts established for his benefit and for the benefit of him and his descendants, where he serves as trustee with investment control.

Insider Trade Summary

Grant/Award: 6,355 shares

Grant/Award 4 txns

Insider Fox David W Jr

Role EVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	6,355	$0.00	$0.00
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 20,162 shares (Direct); Common Stock — 43,586 shares (Indirect, By Trust)

Footnotes (3)

1. F1. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
2. F2. 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. F3. 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.

FAQ

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What insider transaction did NTRS CFO David W. Fox Jr. report?

David W. Fox Jr., Northern Trust’s EVP & Chief Financial Officer, reported acquiring 6,355 shares of common stock on February 5, 2026. The shares represent stock units payable on a 1-for-1 basis in Northern Trust common stock at a reported price of $0.

How many Northern Trust (NTRS) shares does the CFO own directly after this filing?

After the reported February 5, 2026 transaction, David W. Fox Jr. beneficially owns 20,162 Northern Trust common shares directly. This reflects the addition of 6,355 stock units, which are payable on a 1-for-1 basis in shares of the company’s common stock.

What does the zero-dollar price mean in the NTRS CFO Form 4 filing?

The reported $0 price reflects that the 6,355 shares represent stock units, not open-market purchases. These stock units are payable automatically on a 1-for-1 basis in Northern Trust common stock, indicating an award or similar compensation arrangement rather than a cash transaction.

What indirect Northern Trust (NTRS) holdings does the CFO report in trusts?

The filing shows indirect ownership of 38,575, 5,000, and 11 Northern Trust common shares held by trusts. These trusts were established for the benefit of the reporting person and for him and his descendants, and he serves as trustee with investment control over the shares.

What role does David W. Fox Jr. hold at Northern Trust (NTRS)?

David W. Fox Jr. serves as Executive Vice President and Chief Financial Officer of Northern Trust Corporation. His role is disclosed in the insider ownership report that details his direct and indirect holdings of the company’s common stock, including recent stock unit awards.

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

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Accepted by SEC EDGAR 02/09/2026 - 07:16 PM Learn about SEC filing dates

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)
02/05/2026

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	02/05/2026		A		6,355	A	$0	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.	02/09/2026
	** 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.