[Form 4] Northern Trust Corp Insider Trading Activity

Rhea-AI Filing Summary

David W. Fox Jr., EVP & Chief Financial Officer of Northern Trust Corp (NTRS), reported changes in his beneficial ownership on 08/25/2025. The filing shows a reported disposition of 191 shares of common stock (transaction code G) with a reported price of $0. Following the reported transactions, the filing discloses 40,445 shares beneficially owned indirectly via a trust he controls, plus separate line items showing 13,999 stock units reported as disposed (noting these represent stock units payable 1-for-1 in common stock), 5,000 shares held in a trust for his descendants under his control, and 11 shares held indirectly. Explanations state that certain shares are held in trusts for his benefit and descendants with Fox serving as trustee and having investment control. The form was signed by an attorney-in-fact on behalf of Mr. Fox.

Insights

Securities/Fundamental Analyst

TL;DR: Routine insider disposition by the CFO; holdings remain concentrated in trusts under his control.

The Form 4 reports a small, non-priced disposition of 191 shares and other reporting-line adjustments including 13,999 stock units treated as payable 1-for-1 into common stock. These entries reflect administrative movements and trust-held positions rather than large open-market sells. The filing indicates 40,445 shares indirectly owned via a trust and additional trust-held and unit positions, with Mr. Fox as trustee and investment controller. From a fundamentals perspective, the sizes disclosed are immaterial relative to typical large-cap issuer float and do not by themselves signal a material change to insider alignment with shareholders.

Corporate Governance Expert

TL;DR: Disclosure is compliant and documents trustee-controlled holdings and unit conversions; signature by attorney-in-fact is noted.

The filing clearly identifies the reporting person as EVP & CFO and provides required narrative: shares held in trusts for the reporting person and descendants with Mr. Fox as trustee and investment controller, and a note that 13,999 items are stock units payable 1-for-1. The signature block shows an attorney-in-fact executed the form on 08/26/2025. There are no indications of rule exceptions or missing mandatory disclosure fields in the provided text. Governance implications are routine: trust structures and plan-based unit conversions are properly explained in the remarks section.

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^*

Fox David W Jr

(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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		G		191	D	$0	40,445	I	By Trust(1)
Common Stock								13,999(2)	D
Common Stock								5,000	I	By Trust(3)
Common Stock								11	I	By Trust(1)

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. Shares are held in a trust established for the benefit of the reporting person, of which the reporting person is the trustee and has investment control.

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

3. Shares are held in a trust established for the benefit of reporting person and his descendants, of which the reporting person is the trustee and has investment control.

Remarks:

	David A. Serna, Attorney-in-Fact for David W. Fox, Jr.	08/26/2025
	** 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 did the NTRS Form 4 filed by David W. Fox Jr. report?

The Form 4 reported a disposition of 191 common shares on 08/25/2025 and adjustments showing trust-held and stock-unit positions totaling indirect beneficial ownership of 40,445 shares plus additional units and trust shares.

How many shares does David W. Fox Jr. beneficially own according to the filing?

The filing shows 40,445 shares beneficially owned indirectly by a trust he controls, plus separate reported amounts of 5,000 shares (trust for descendants) and 11 shares held indirectly; it also reports 13,999 stock units referenced as payable 1-for-1 into common stock.

What is the nature of the trusts referenced in the NTRS Form 4?

Explanations state the shares are held in trusts established for the benefit of the reporting person and for his descendants, with Mr. Fox acting as trustee and having investment control.

Was the Form 4 personally signed by David W. Fox Jr.?

The signature is provided by an attorney-in-fact, David A. Serna, on 08/26/2025, indicating the form was executed on Mr. Fox's behalf.

Do the reported transactions indicate a material sale or change in alignment?

The filing documents small administrative dispositions and trust/unit adjustments; no large open-market sale or materially large change in holdings is disclosed in this form.