Northern Trust (NTRS) CEO O’Grady receives 19,437 stock units and reports trust holdings

Rhea-AI Filing Summary

Northern Trust Corporation Chairman and CEO Michael O’Grady reported an automatic stock-based award. On 02/05/2026, he acquired 19,437 common stock units at $0 per unit, payable on a 1-for-1 basis in Northern Trust common shares, bringing his directly held common stock to 83,423 shares.

In addition to his direct holdings, the filing lists indirect ownership through family trusts. These include 361,818.44 common shares held by a trust, plus 6,959.85, 6,958.85, and 6,959.85 common shares held by separate trusts for three children, with his spouse serving as trustee.

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)
02/05/2026

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	02/05/2026		A		19,437	A	$0	83,423(1)	D
Common Stock								361,818.44	I	By Trust
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

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.

Remarks:

	David A. Serna, Attorney-In-Fact for Michael G. O'Grady	02/09/2026
	** 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.
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FAQ

What did Northern Trust (NTRS) CEO Michael O’Grady report in this Form 4?

Michael O’Grady reported receiving 19,437 stock units that convert 1-for-1 into Northern Trust common shares at no cost. The filing also updates his direct and indirect common stock holdings, including shares held in various family trusts.

How many Northern Trust (NTRS) shares does Michael O’Grady hold directly after this transaction?

After the reported award, Michael O’Grady directly holds 83,423 Northern Trust common shares. These shares reflect only his personal direct ownership and exclude the additional shares held indirectly through several family-related trusts.

What was the size and price of the stock unit award to Northern Trust (NTRS) CEO O’Grady?

The filing shows that 19,437 stock units were credited to Michael O’Grady at a $0 price. Each unit is payable automatically in one share of Northern Trust common stock, representing a stock-based compensation grant rather than an open-market purchase.

What indirect Northern Trust (NTRS) holdings are reported for Michael O’Grady?

The filing lists 361,818.44 common shares held by a trust and three additional trusts holding about 6,959 shares each for individual children. These positions are reported as indirect ownership, with his spouse serving as trustee of the trusts.

What is the relationship of Michael O’Grady to Northern Trust (NTRS)?

Michael O’Grady is reported as both a director and the Chairman and CEO of Northern Trust Corporation. As an executive officer and director, his equity awards and holdings are disclosed through Form 4 insider transaction reports like this one.

Do the reported stock units for Northern Trust (NTRS) pay out in actual shares?

Yes. The filing explains that the 19,437 units are payable automatically on a 1-for-1 basis in Northern Trust common stock. That means each unit ultimately converts into one share, increasing his equity stake when delivered.