Northern Trust (NTRS) director updates indirect trust holdings after share distribution

Rhea-AI Filing Summary

Northern Trust Corp director David Byron Smith Jr reported changes in his indirect holdings of common stock through several trusts. On January 30, 2026, a trust in which he has a partial direct pecuniary interest distributed 10,720 shares of Northern Trust common stock to its beneficiaries, including 1,340 shares distributed to him at a reported price of $0 per share. After this transaction, 82,935 shares were held indirectly for him by a revocable trust. Additional indirect holdings are reported in multiple family trusts for his benefit and for the benefit of his children, including a trust holding 1,002,160 shares in which he has a partial direct pecuniary interest.

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^*

SMITH DAVID BYRON 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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	01/30/2026		G		1,340	A	$0	82,935(1)(2)	I	By Revocable Trust
Common Stock								1,902(3)	D
Common Stock								1,704	I	By Trust(4)
Common Stock								2,125	I	By Trust fbo Child 1(5)
Common Stock								2,125	I	By Trust fbo Child 2(5)
Common Stock								2,125	I	By Trust fbo Child 3(5)
Common Stock								1,002,160(1)	I	By Trust(6)

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. On January 30, 2026, a trust in which the reporting person has a partial direct pecuniary interest distributed 10,720 shares of the Corporation's common stock to such trust's beneficiaries, of which 1,340 shares were distributed to the reporting person.

2. On December 11, 2025, the reporting person dissolved two previously existing and reportable trusts and contributed the securities held by such trusts to this newly established revocable trust. No consideration was paid in connection with these transfers.

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

4. Shares are held in a trust established for the benefit of the reporting person and his children, of which the reporting person is a co-trustee and shares investment control.

5. Shares are held in a trust established for the benefit of one of the reporting person's children, of which the reporting person is a co-trustee and shares investment control.

6. These shares are held in a trust of which reporting person has a partial direct pecuniary interest.

Remarks:

	David A. Serna Attorney-in-Fact for David H. B. Smith, Jr.	02/02/2026
	** 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.

FAQ

What insider activity did Northern Trust Corp (NTRS) report for David Byron Smith Jr?

The filing reports changes in David Byron Smith Jr’s indirect holdings of Northern Trust common stock through multiple trusts. A key event was a January 30, 2026 distribution of 10,720 shares from a trust to its beneficiaries, including shares allocated to him.

How many Northern Trust (NTRS) shares were distributed to David Byron Smith Jr on January 30, 2026?

On January 30, 2026, 1,340 shares of Northern Trust common stock were distributed to David Byron Smith Jr from a trust. The transaction was reported at a price of $0 per share and reflected as an indirect holding through a revocable trust.

How many Northern Trust (NTRS) shares are held for David Byron Smith Jr by the revocable trust?

Following the reported transaction, 82,935 Northern Trust common shares are held indirectly for David Byron Smith Jr by a revocable trust. These shares reflect part of his overall indirect ownership structure alongside other family and beneficiary trusts.

What is the large trust holding disclosed for Northern Trust (NTRS) shares related to David Byron Smith Jr?

One disclosed trust associated with David Byron Smith Jr holds 1,002,160 Northern Trust common shares. According to the footnotes, he has a partial direct pecuniary interest in this trust, meaning he participates economically in a portion of those shares.

How are family trusts used in David Byron Smith Jr’s Northern Trust (NTRS) holdings?

Several trusts hold Northern Trust shares for the benefit of David Byron Smith Jr and his children. He is a co-trustee sharing investment control in these trusts, including separate trusts established for individual children and a trust benefiting both him and his children.

Did the Northern Trust (NTRS) filing indicate consideration paid for recent trust transfers?

The footnotes state that on December 11, 2025, securities from two dissolved trusts were contributed into a newly established revocable trust and that no consideration was paid for those transfers. This clarifies that the restructuring was not a purchase or sale transaction.