Northern Trust (NASDAQ: NTRS) EVP reports 16,850-share equity grant and tax withholding

Rhea-AI Filing Summary

Northern Trust Corporation Executive Vice President Thomas A. South reported equity compensation activity in company stock. On February 5, 2026, he acquired 16,850 shares of common stock at $0, consistent with stock units vesting into shares.

On the same date, 1,063 shares at $148.88 per share were withheld to cover federal, state, and Medicare taxes upon vesting of 3,941 previously reported stock units, with the remaining 2,878 shares distributed to him. Following these transactions, he beneficially owned 87,595 common shares directly, including 50,189 stock units payable 1-for-1 in common stock, and 4,167.55 shares held indirectly in a 401(k) plan as of December 31, 2025.

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^*

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)
02/05/2026

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		16,850	A	$0	88,658(1)	D
Common Stock	02/05/2026		F		1,063	D	$148.88	87,595(1)(2)	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 and reflects a correction to the amount of stock units previously reported on a Form 4 filed December 5, 2025 in footnote 1 thereto. The actual amount of stock units on such date was 33,339 shares, rather than the 33,172 shares originally reported in the footnote.

2. Reflects 1,063 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 3,941 previously reported stock units. The remaining 2,878 shares were distributed to the reporting person as shares of common stock.

Remarks:

	David A. Serna, Attorney-in-Fact for Thomas A. South	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).
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FAQ

What insider transaction did Northern Trust (NTRS) report for Thomas A. South?

Thomas A. South reported receiving 16,850 Northern Trust common shares on February 5, 2026 at $0 per share. These appear to be stock units vesting into shares as part of his equity compensation program as Executive Vice President.

How many Northern Trust (NTRS) shares were withheld for taxes in this Form 4?

The filing shows 1,063 Northern Trust common shares withheld at $148.88 per share. These shares were used to pay federal, state, and Medicare taxes when 3,941 previously reported stock units vested into common stock for Thomas A. South.

How many Northern Trust (NTRS) shares does Thomas A. South beneficially own after the transactions?

After the reported transactions, Thomas A. South beneficially owned 87,595 Northern Trust common shares directly. This amount includes 50,189 stock units that are payable automatically on a 1-for-1 basis in shares of Northern Trust common stock when distributed.

What correction to prior stock unit reporting did Northern Trust (NTRS) disclose?

The filing corrects a prior Form 4 footnote from December 5, 2025. It clarifies that South actually held 33,339 stock units on that date, rather than the 33,172 units originally reported, updating the historical stock unit figure accurately.

Does Thomas A. South hold Northern Trust (NTRS) shares through a retirement plan?

Yes. The Form 4 shows 4,167.55 Northern Trust common shares held indirectly through a 401(k) plan as of December 31, 2025. This position is reported as indirect beneficial ownership, separate from his directly held and stock unit-based holdings.

How many Northern Trust (NTRS) shares from vested stock units were delivered to Thomas A. South?

Upon vesting of 3,941 previously reported stock units, 1,063 shares were withheld to cover taxes and 2,878 shares were delivered. Those 2,878 Northern Trust common shares were distributed directly to Thomas A. South as part of his equity compensation.