[Form 4] NORTHERN TRUST CORP Insider Trading Activity

Rhea-AI Filing Summary

The filing shows Richard Petrino, a director of Northern Trust Corporation (NTRS), reported an acquisition of 2.59 shares (reported as stock units) on 10/01/2025 at a price of $131.2 per share. After the transaction he beneficially owned 2,329.59 shares (or stock units) directly. The filing explains these are stock units payable on a 1-for-1 basis in the company's common stock. The Form 4 was signed by an attorney-in-fact on 10/02/2025.

Positive

• Director Richard Petrino completed a purchase on 10/01/2025, increasing his direct stake to 2,329.59 shares
• The acquired instruments are stock units payable on a 1-for-1 basis into common stock, clarifying conversion mechanics

Negative

• None.

Insights

Corporate Governance Expert

Insider purchase by a director: small, direct holding increase.

The Form 4 documents a director-level acquisition of 2.59 shares at $131.2 on 10/01/2025, increasing direct beneficial ownership to 2,329.59 shares. This is recorded as stock units paid 1-for-1 into common stock, indicating the transaction converts deferred or unit-based compensation into shares.

For investors, the filing is a factual record of ownership change by management; it does not disclose compensation terms beyond the 1-for-1 conversion or any broader strategic action. The size of the purchase is small relative to total holdings, so its market impact is likely immaterial.

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).

1. Name and Address of Reporting Person^*

Petrino Richard

(Last) (First) (Middle)

50 SOUTH LASALLE STREET

(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)
10/01/2025

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	10/01/2025		A		2.59	A	$131.2	2,329.59(1)	D

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.

Remarks:

	David A. Serna, Attorney-in-Fact for Richard Petrino	10/02/2025
	** 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

What transaction did Richard Petrino report on Form 4 for NTRS?

He reported an acquisition of 2.59 shares (stock units) on 10/01/2025 at a price of $131.2 per share.

How many NTRS shares does Richard Petrino beneficially own after the transaction?

The Form 4 reports he beneficially owns 2,329.59 shares (direct ownership) following the reported transaction.

What is the nature of the securities acquired by Petrino?

The filing states these are stock units payable on a 1-for-1 basis in shares of Northern Trust common stock.

When was the Form 4 signed and filed?

The filing shows the signature by David A. Serna, Attorney-in-Fact for Richard Petrino, dated 10/02/2025.

Does the Form 4 indicate indirect ownership or any special relationships?

The Form 4 lists the ownership form as Direct (D); no indirect beneficial ownership or other relationships are disclosed.