Northern Trust (NTRS) wealth unit president withholds shares for taxes

Rhea-AI Filing Summary

Northern Trust Corp President of Wealth Management Jason J. Tyler reported a tax-related share disposition. On March 1, 2026, 3,837 shares of Northern Trust common stock were withheld at $143.15 per share to cover federal, state and Medicare taxes when 8,656 previously reported stock units vested.

After this tax-withholding disposition, Tyler directly owned 89,395 common shares. Of this amount, 20,109 are stock units that will be automatically settled on a 1-for-1 basis in Northern Trust common stock, illustrating a significant portion of his stake remains tied to equity compensation.

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^*

Tyler Jason J.

(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)
	President/Wealth Management

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		F		3,837	D	$143.15	89,395(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 20,109 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

2. Reflects 3,837 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 8,656 previously reported stock units. The remaining 4,819 shares were distributed to the reporting person as shares of common stock.

Remarks:

	David A. Serna, Attorney-in-Fact for Jason J. Tyler	03/04/2026
	** 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 Northern Trust (NTRS) disclose for Jason J. Tyler?

Northern Trust reported that Jason J. Tyler had 3,837 common shares withheld to pay taxes upon vesting of 8,656 stock units. This Form 4 shows a tax-withholding disposition, not an open-market sale, related to his equity compensation.

Was the Northern Trust (NTRS) insider transaction an open-market sale?

No, the transaction was not an open-market sale. Shares were withheld to satisfy federal, state and Medicare tax obligations when restricted stock units vested, a common administrative mechanism for equity compensation rather than a discretionary sale into the market.

How many Northern Trust (NTRS) shares does Jason J. Tyler hold after the transaction?

After the reported transaction, Jason J. Tyler directly held 89,395 Northern Trust common shares. This total includes 20,109 stock units that are payable automatically on a 1-for-1 basis in common stock, aligning his compensation with shareholder interests.

What triggered the tax withholding of Northern Trust (NTRS) shares for Jason J. Tyler?

The withholding was triggered by the vesting of 8,656 previously reported stock units. To cover related federal, state and Medicare tax liabilities, 3,837 shares were withheld, while the remaining 4,819 shares were distributed to Tyler as common stock under his compensation plan.

How many Northern Trust (NTRS) shares were distributed to Jason J. Tyler from vested units?

From 8,656 vested stock units, 4,819 Northern Trust common shares were distributed to Jason J. Tyler. The remaining 3,837 shares were withheld to pay tax obligations, illustrating how equity awards are partially delivered in stock and partially used for required tax payments.