Northern Trust (NTRS) CEO reports 72,642-share grant and tax withholding

Rhea-AI Filing Summary

Northern Trust Corp Chairman and CEO Michael O’Grady reported compensation-related changes in his holdings of the company’s common stock. On February 17, 2026, he received a grant of 72,642 shares (stock units payable 1-for-1 in common stock), increasing his directly held shares to 156,065.

On the same date, 32,181 shares were disposed of at $147.24 per share to cover tax obligations, a non-open-market, tax-withholding transaction. The filing also records indirect holdings in various trusts, including a transfer of 40,461 shares from his direct holdings into an existing trust account where his spouse serves as trustee.

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

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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^*

O'Grady Michael

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

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		72,642	A	$0	156,065(1)	D
Common Stock	02/17/2026		F		32,181	D	$147.24	83,423(1)(2)	D
Common Stock								402,279.44(2)	I	By Trust
Common Stock								6,959.85	I	By Trust fbo Child 1(3)
Common Stock								6,958.85	I	By Trust fbo Child 2(3)
Common Stock								6,959.85	I	By Trust fbo Child 3(3)

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. Reflects the transfer of 40,461 shares directly held by the reporting person into the reporting person's existing trust account.

3. The reporting person's spouse is trustee of this trust.

Remarks:

	David A. Serna, Attorney-In-Fact for Michael G. O'Grady	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).
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FAQ

What did NTRS CEO Michael O’Grady report in this Form 4?

Michael O’Grady reported a stock grant and related tax withholding. He received 72,642 stock units payable in Northern Trust common stock and had 32,181 shares withheld at $147.24 per share to satisfy tax obligations, with updated direct and indirect holdings disclosed.

How many Northern Trust (NTRS) shares did Michael O’Grady acquire?

O’Grady acquired 72,642 stock units tied to common shares. These units are payable automatically on a 1-for-1 basis in Northern Trust common stock, reflecting a compensation-related award rather than an open-market purchase, and increased his directly held position as reported.

Why were 32,181 NTRS shares disposed of in O’Grady’s filing?

The 32,181 Northern Trust shares were disposed of for tax withholding. The transaction, priced at $147.24 per share, is classified as payment of tax liability by delivering securities, not as an open-market sale, and is linked to his equity compensation.

What are Michael O’Grady’s direct NTRS holdings after these transactions?

After the reported transactions, O’Grady directly holds 156,065 shares. This figure reflects the impact of the 72,642-share grant and the 32,181-share tax-withholding disposition, providing an updated view of his directly owned Northern Trust common stock.

How are trusts involved in Michael O’Grady’s NTRS ownership?

O’Grady reports additional indirect Northern Trust holdings through trusts. The filing notes a transfer of 40,461 directly held shares into his existing trust account, and discloses that his spouse serves as trustee, along with separate trusts established for three children.

Does this NTRS Form 4 show an open-market stock sale by Michael O’Grady?

The filing does not report an open-market sale. The only disposal coded transaction is a tax-withholding disposition of 32,181 shares at $147.24 per share, executed to cover tax liability related to his equity compensation award.