Northern Trust (NTRS) Co‑President reports stock award and tax share withholding

Rhea-AI Filing Summary

Northern Trust Corporation executive Clive Bellows reported equity compensation activity in company stock. On February 5, 2026, he received 7,758 shares of common stock at $0 per share, increasing his directly held position to 36,325 shares before related tax withholding.

On the same date, 1,044 shares were withheld at $112.39 per share to cover Federal, State and Medicare taxes tied to the distribution of previously reported vested stock units, leaving him with 35,281 directly held shares. Footnotes note 33,707 stock units that are payable on a 1-for-1 basis in common stock.

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^*

Bellows Clive

(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)
	Co-President Asset Servicing

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		7,758	A	$0	36,325(1)	D
Common Stock	02/05/2026		F		1,044	D	$112.39	35,281(1)(2)	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. Includes 33,707 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

2. Reflects 1,044 shares withheld in payment of Federal, State and Medicare taxes upon the distribution of 2,002 previously reported shares resulting from vested stock units. The remaining 958 shares were distributed to the reporting person as shares of common stock.

Remarks:

	David A. Serna, Attorney-in-Fact for Clive Bellows	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).
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 transaction did NTRS executive Clive Bellows report on February 5, 2026?

Clive Bellows reported receiving 7,758 shares of Northern Trust common stock at $0 per share. This was an equity award that increased his directly held shares before tax withholding and reflects routine executive compensation in stock rather than a market purchase.

How many Northern Trust (NTRS) shares does Clive Bellows hold after this Form 4?

After the reported transactions, Clive Bellows directly holds 35,281 Northern Trust common shares. In addition, a footnote shows 33,707 stock units that are payable on a 1-for-1 basis in common stock, providing further equity exposure beyond the directly owned shares.

What does the tax withholding transaction in the NTRS Form 4 represent?

The Form 4 shows 1,044 shares withheld at $112.39 per share to pay Federal, State and Medicare taxes. These taxes relate to the distribution of 2,002 previously reported shares from vested stock units, with the remaining 958 shares delivered to Bellows as common stock.

Was the Northern Trust (NTRS) insider transaction a market sale by Clive Bellows?

The filing does not show an open-market sale by Clive Bellows. It reports a stock award at $0 per share and a separate withholding of 1,044 shares for taxes tied to vested stock units, which is typical for equity-based compensation settlements.

What is the significance of the 33,707 stock units disclosed for NTRS executive Clive Bellows?

The 33,707 stock units are payable automatically on a 1-for-1 basis in Northern Trust common stock. They represent additional deferred equity compensation that will convert into shares over time, increasing Bellows’s future stock holdings when those units are distributed.

What role does Clive Bellows hold at Northern Trust (NTRS) in this Form 4 filing?

In the Form 4, Clive Bellows is identified as an officer of Northern Trust Corporation, serving as Co‑President Asset Servicing. This executive position explains why his equity compensation and related tax withholding in company stock must be reported to regulators and investors.