Northern Trust (NTRS) EVP & General Counsel logs minor insider share disposal

Rhea-AI Filing Summary

Northern Trust Corporation insider Susan C. Levy, EVP and General Counsel, reported a small change in her holdings of Northern Trust common stock. On 12/03/2025, 224 shares of common stock were disposed of at a price of $131.32 per share in a transaction coded "F," which indicates shares withheld to cover tax obligations on previously reported stock units.

After this transaction, Levy beneficially owned 48,033 shares of Northern Trust common stock directly. She also reported indirect ownership of 38,026 shares through a 2024 grantor retained annuity trust and 35,412 shares through an irrevocable trust for which her spouse serves as trustee. The direct holdings include 15,583 stock units that are payable on a 1-for-1 basis in Northern Trust 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

OMB APPROVAL

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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^*

Levy Susan Cohen

(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)
	EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025

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	12/03/2025		F		224(1)	D	$131.32	48,033(2)	D
Common Stock								38,026	I	2024 GRAT
Common Stock								35,412	I	Irrevocable Trust(3)

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 shares withheld to satisfy tax withholding obligations related to previously reported stock units.

2. Includes 15,583 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

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

Remarks:

	David A. Serna, Attorney-in-Fact for Susan C. Levy	12/05/2025
	** 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 Northern Trust (NTRS) report for Susan C. Levy?

EVP and General Counsel Susan C. Levy reported the disposition of 224 shares of Northern Trust common stock on 12/03/2025 at a price of $131.32 per share in a transaction coded "F."

Why were 224 Northern Trust (NTRS) shares disposed of in this Form 4?

The filing explains that the 224 shares represent shares withheld to satisfy tax withholding obligations related to previously reported stock units.

How many Northern Trust (NTRS) shares does Susan C. Levy own after the transaction?

Following the reported transaction, Susan C. Levy beneficially owned 48,033 Northern Trust common shares directly.

What indirect Northern Trust (NTRS) holdings does Susan C. Levy report?

Levy reports indirect ownership of 38,026 Northern Trust common shares through a 2024 GRAT and 35,412 shares through an irrevocable trust for which her spouse is trustee.

Does Susan C. Levy hold Northern Trust (NTRS) stock units?

Yes. The filing states that her holdings include 15,583 stock units that are payable automatically on a 1-for-1 basis in shares of Northern Trust common stock.

What is Susan C. Levy’s role at Northern Trust (NTRS)?

Susan C. Levy is identified as an Officer of Northern Trust Corporation, serving as EVP and General Counsel.