[Form 4] NORTHERN TRUST CORP Insider Trading Activity

Rhea-AI Filing Summary

Chandra Dhandapani, a director of Northern Trust Corporation (NTRS), reported two acquisitions of the company’s common stock. On 09/30/2025 the filing shows an acquisition of 260.03 shares and on 10/01/2025 an acquisition of 17.89 shares. The filing reports purchase prices as listed next to each transaction and shows 5,094.88 and 5,112.77 shares beneficially owned after the respective transactions. The report clarifies these holdings include stock units payable 1-for-1 in common stock and was signed by an attorney-in-fact on behalf of the reporting person.

Positive

• Director purchase reported, indicating increased insider ownership
• Beneficial ownership rose to 5,112.77 shares after the transactions

Negative

• None.

Insights

Corporate Governance Analyst

Insider purchases by a director increase direct ownership modestly.

The Form 4 shows two purchases: 260.03 shares on 09/30/2025 and 17.89 shares on 10/01/2025, raising reported beneficial ownership to 5,112.77 shares after the second transaction.

This filing is a routine Section 16 disclosure documenting director activity and the form notes the holdings include stock units payable 1-for-1 in common stock, which explains the composition of reported beneficial ownership.

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).

1. Name and Address of Reporting Person^*

Dhandapani Chandra

(Last) (First) (Middle)

50 SOUTH LASALLE 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		A		260.03	A	$134.6	5,094.88(1)	D
Common Stock	10/01/2025		A		17.89	A	$131.2	5,112.77(1)	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. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

Remarks:

	David A. Serna, Attorney-in-Fact for Chandra Dhandapani	10/02/2025
	** 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 transactions did NTRS director Chandra Dhandapani report?

The Form 4 reports acquisitions of 260.03 shares on 09/30/2025 and 17.89 shares on 10/01/2025.

How many NTRS shares does Chandra Dhandapani beneficially own after these trades?

The filing shows 5,094.88 shares after the first reported transaction and 5,112.77 shares after the second.

Were the reported holdings direct or indirect?

The Form 4 lists the ownership form as Direct (D) for the reported common stock holdings.

Does the filing explain the nature of the holdings?

Yes; the filing states these represent stock units payable automatically on a 1-for-1 basis in shares of the corporation's common stock.

Who signed the Form 4 on behalf of the reporting person?

The signature block shows David A. Serna, Attorney-in-Fact signed the form on 10/02/2025.