[Form 4] Northern Trust Corp Insider Trading Activity

Rhea-AI Filing Summary

Triumph Financial, Inc. (NASDAQ: TFIN) filed an 8-K to disclose a separation agreement with former executive officer Melissa Forman-Barenblit. On 25 Jul 2025, Ms. Forman-Barenblit and TBK Bank, SSB—Triumph’s wholly-owned subsidiary—executed a Separation Agreement and Release.

• TBK Bank releases Ms. Forman-Barenblit from obligations in Sections 4.2(a), 4.2(b) and 4.2(e) of her July 2022 Employment Agreement (amended 28 Mar 2025).
• Her employment will end seven days after she signs the agreement.
• No further severance payments or benefits will be owed under the prior employment contract.
• The agreement includes a mutual release of claims in favor of the company and its affiliates.

The document is furnished as Exhibit 10.1. No other operational or financial information was provided.

Positive

• No further severance or benefit obligations reduces potential future cash outflows.

Negative

• Permanent departure of a former senior executive may drain institutional knowledge at TBK Bank.

Insights

Corporate Governance Expert

TL;DR: Routine termination; limited financial impact, modest governance housekeeping.

The 8-K finalizes the exit of Melissa Forman-Barenblit, whose executive status ended in March. By waiving remaining contractual obligations and eliminating future severance, Triumph avoids incremental cash outflows and clarifies post-employment restrictions. Governance risk is minimal because leadership transition already occurred; this filing simply codifies terms and removes potential legal overhang through mutual releases. Investors should see negligible earnings impact, though continuity in TBK Bank’s leadership team bears watching.

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
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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^*

FRADKIN STEVEN L

(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)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

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	07/28/2025		S		8,775	D	$129.52(1)	165,051(2)	I	By Trust
Common Stock	07/29/2025		S		5,680	D	$132.11(3)	159,371	I	By Trust
Common Stock	07/30/2025		S		3,775	D	$132.5	155,596	I	By Trust
Common Stock	07/28/2025		S		3,450	D	$129.37(4)	44,347	I	Gift Trust(5)
Common Stock								43,593(2)(6)	D
Common Stock								1,762	I	Spouse as trustee for Daughter
Common Stock								1,762	I	Spouse as trustee for Son
Common Stock								12,357.79	I	401(k) as of 06-30-2025

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. Price reflects the weighted average sales price from $129.25 to $129.85. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request.

2. Reflects the March 7, 2025, transfer of 5,970 shares directly held by the reporting person into the reporting person's existing trust account.

3. Price reflects the weighted average sales price from $132.03 to $132.295. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request.

4. Price reflects the weighted average sales price from $129.34 to $129.49. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request.

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

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

Remarks:

	David A. Serna, Attorney-in-Fact for Steven L. Fradkin	07/30/2025
	** 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.

FAQ

Why did Triumph Financial (TFIN) file this Form 8-K?

To disclose a Separation Agreement with former executive Melissa Forman-Barenblit under Item 5.02.

When will Ms. Forman-Barenblit’s employment officially terminate?

Seven days after she executed the agreement on 25 Jul 2025.

Does Triumph owe additional severance to Ms. Forman-Barenblit?

No. The agreement states TBK Bank will owe no further severance or benefits.

What obligations were waived for Ms. Forman-Barenblit?

TBK Bank released her from Sections 4.2(a), 4.2(b) and 4.2(e) of her 2022 Employment Agreement.

Where can investors read the full Separation Agreement?

It is filed as Exhibit 10.1 to the 8-K.