Northern Trust (NTRS) Form 4: 4,688-share sales at $128 reported

Rhea-AI Filing Summary

Northern Trust Corporation (NTRS) reported an insider transaction by Vice Chairman Steven L. Fradkin. On 11/06/2025, he executed two open-market sales of common stock: 4,688 shares at $128 per share held indirectly "By Trust," and 4,688 shares at $128 per share held indirectly via a "Gift Trust."

Following these transactions, reported beneficial holdings include: 150,908 shares (indirect, By Trust) and 39,659 shares (indirect, Gift Trust). Additional positions disclosed are 43,593 stock units (direct; payable 1-for-1 in common shares), 1,762 shares (indirect; spouse as trustee for son), 1,762 shares (indirect; spouse as trustee for daughter), and 12,425.12 shares in a 401(k) as of 09-30-2025.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
11/06/2025

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	11/06/2025		S		4,688	D	$128	150,908	I	By Trust
Common Stock	11/06/2025		S		4,688	D	$128	39,659	I	Gift Trust(1)
Common Stock								43,593(2)	D
Common Stock								1,762	I	Spouse as trustee for Son
Common Stock								1,762	I	Spouse as trustee for Daughter
Common Stock								12,425.12	I	401(k) as of 09-30-2025

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

2. 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	11/07/2025
	** 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 insider transaction did NTRS disclose on Form 4?

Vice Chairman Steven L. Fradkin reported two sales of 4,688 shares each at $128 on 11/06/2025.

At what price were the NTRS shares sold?

Both reported sales were at $128 per share.

How many NTRS shares does the reporting person hold after the sales?

Reported beneficial holdings include 150,908 shares (indirect, By Trust) and 39,659 shares (indirect, Gift Trust), plus other positions listed.

What additional NTRS positions were disclosed?

Disclosed positions include 43,593 stock units (direct), two 1,762-share trusts (indirect), and 12,425.12 shares in a 401(k) as of 09-30-2025.

Who is the reporting person on the NTRS Form 4?

The reporting person is Steven L. Fradkin, Vice Chairman of Northern Trust Corporation.

What do the reported stock units represent?

They represent units payable automatically on a 1-for-1 basis in shares of NTRS common stock.