Northern Trust (NTRS) CEO O’Grady exercises 34,489 options, withholds shares

Rhea-AI Filing Summary

Northern Trust Corporation Chairman and CEO Michael O’Grady reported an option exercise and related share withholding in a Form 4. On January 29, 2026, an employee stock option for 34,489 shares of common stock at an exercise price of $58.25 was exercised, delivering the same number of shares to a trust associated with him.

On the same date, 21,739 common shares held indirectly "By Trust" were disposed of at $150.78 under transaction code F, which typically reflects shares withheld to cover tax obligations. Following these transactions, the trust continued to hold a substantial indirect position, and O’Grady also reported separate direct and additional trust‑for‑benefit‑of‑children common stock holdings.

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^*

O'Grady Michael

(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
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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	01/29/2026		M		34,489	A	$58.25	383,557.44	I	By Trust
Common Stock	01/29/2026		F		21,739	D	$150.78	361,818.44	I	By Trust
Common Stock								63,986(1)	D
Common Stock								6,959.85	I	By Trust fbo Child 1(2)
Common Stock								6,958.85	I	By Trust fbo Child 2(2)
Common Stock								6,959.85	I	By Trust fbo Child 3(2)

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
Employee Stock Option (right-to-buy)	$58.25	01/29/2026		M			34,489	(3)	02/16/2026	Common Stock	34,489	$0	0	D

Explanation of Responses:

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

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

3. This option becomes exercisable in four equal annual installments beginning 2/16/2017.

Remarks:

	David A. Serna, Attorney-In-Fact for Michael G. O'Grady	02/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Michael O’Grady report for Northern Trust (NTRS)?

Michael O’Grady reported exercising an employee stock option for 34,489 Northern Trust common shares at $58.25 per share. The resulting shares were held indirectly through a trust associated with him, reflecting routine equity compensation activity.

Were any Northern Trust (NTRS) shares sold in Michael O’Grady’s latest Form 4?

The Form 4 shows 21,739 Northern Trust shares classified as disposed of under code F at $150.78 per share. Code F typically indicates shares withheld to cover taxes on an equity award, rather than an open‑market discretionary sale.

How many Northern Trust (NTRS) shares did the option exercise involve?

The filing reports an employee stock option exercise covering 34,489 shares of Northern Trust common stock at an exercise price of $58.25. Those shares were delivered to an indirect ownership account described as held "By Trust" linked to Michael O’Grady.

How is Michael O’Grady’s ownership in Northern Trust (NTRS) structured after the Form 4?

After the reported transactions, Michael O’Grady lists Northern Trust common stock held directly and indirectly through trusts. Indirect holdings include a main trust and separate trusts for three children, reflecting a mix of personal and family‑related ownership structures.

What roles does Michael O’Grady hold at Northern Trust (NTRS) in this Form 4?

The Form 4 identifies Michael O’Grady as both a Director and an Officer of Northern Trust Corporation, serving as Chairman and CEO. These roles classify him as an insider whose equity transactions must be reported under SEC Section 16 rules.

Who controls the trust involved in Michael O’Grady’s Northern Trust (NTRS) holdings?

A footnote explains that Michael O’Grady’s spouse is the trustee of the trust referenced as holding Northern Trust common stock. This indicates the reported indirect ownership is held through a spousal trust arrangement rather than in O’Grady’s name directly.