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Northern Trust (NTRS) CFO reports 20,000-share open-market sale through trust

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Northern Trust Corp EVP & Chief Financial Officer David W. Fox Jr. reported open-market sales of company common stock through a trust. On April 28, 2026, a trust for his benefit sold 19,987 shares at $166.16 per share. On April 29, 2026, the same trust sold 13 shares at $165.74 per share, bringing total reported sales to 20,000 shares.

The sold shares are held in trusts established for his benefit and for his descendants, where he serves as trustee with investment control. After these transactions, one such trust holds 18,575 shares, and separate entries show 14,552 shares held directly and additional indirect holdings of 5,000 and 11 shares reported.

Positive

  • None.

Negative

  • None.
Insider Fox David W Jr
Role EVP & Chief Financial Officer
Sold 20,000 shs ($3.32M)
Type Security Shares Price Value
Sale Common Stock 13 $165.74 $2K
Sale Common Stock 19,987 $166.16 $3.32M
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 18,575 shares (Indirect, By Trust); Common Stock — 14,552 shares (Direct, null)
Footnotes (1)
  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. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock. 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.
Shares sold April 28, 2026 19,987 shares Open-market sale at $166.16 per share
Shares sold April 29, 2026 13 shares Open-market sale at $165.74 per share
Total shares sold 20,000 shares Net-sell shares per transaction summary
Trust holding after April 29 sale 18,575 shares Indirect ownership by trust after 13-share sale
Directly held shares 14,552 shares Direct ownership position reported as of April 28, 2026
Additional trust holdings 5,000 shares Indirect ownership by trust reported as of April 28, 2026
Smaller trust position 11 shares Indirect ownership by trust reported as of April 28, 2026
Net buy/sell direction net-sell 20,000 shares Transaction summary for this Form 4
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
indirect ownership financial
""ownership_type": "indirect""
stock units financial
"Represents stock units payable automatically on a 1-for-1 basis in shares"
Stock units are individual pieces of ownership in a company, like slices of a pie that together make up the whole business. They matter to investors because each unit represents a claim on the company’s assets, profits and sometimes voting power, and changes in the number or value of these units affect ownership percentages, potential dividends and share dilution — all of which influence an investment’s worth.
trust financial
"Shares are held in a trust established for the benefit of the reporting person"
net-sell financial
""netBuySellDirection": "net-sell""
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 ILLINOIS 60603
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
NORTHERN TRUST CORP [ NTRS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP & Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock04/28/2026S19,987D$166.1618,588IBy Trust(1)
Common Stock04/29/2026S13D$165.7418,575IBy Trust(1)
Common Stock14,552(2)D
Common Stock5,000IBy Trust(3)
Common Stock11IBy 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.04/29/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Northern Trust (NTRS) disclose for David W. Fox Jr.?

Northern Trust (NTRS) disclosed that EVP & CFO David W. Fox Jr. reported open-market sales totaling 20,000 common shares through a trust. These sales occurred on April 28 and April 29, 2026, at prices around the mid-$160s per share.

How many Northern Trust (NTRS) shares did the CFO’s trust sell and at what prices?

The CFO’s trust sold 19,987 Northern Trust (NTRS) shares at $166.16 per share on April 28, 2026, and 13 shares at $165.74 per share on April 29, 2026. Together, the reported sales total 20,000 common shares.

Does the Northern Trust (NTRS) CFO still hold shares after these reported sales?

Yes. After the reported sales, one trust for the CFO’s benefit holds 18,575 Northern Trust (NTRS) shares. Additional entries in the filing show 14,552 shares held directly and further indirect trust holdings of 5,000 and 11 shares, indicating continued ownership.

Were the Northern Trust (NTRS) CFO’s transactions direct or through a trust?

The reported sales of 20,000 Northern Trust (NTRS) shares were made indirectly through a trust established for the CFO’s benefit, where he acts as trustee with investment control. The filing separately lists both indirect trust holdings and direct share ownership positions.

What does the Form 4 reveal about the Northern Trust (NTRS) CFO’s ownership structure?

The Form 4 shows that the Northern Trust (NTRS) CFO holds shares both directly and indirectly. Indirect holdings are in trusts for his benefit and his descendants, where he is trustee with investment control, while another line item reports 14,552 shares held directly in his name.

How significant are the reported insider sales for Northern Trust (NTRS)?

The filing reports net sales of 20,000 Northern Trust (NTRS) shares by the CFO through a trust. It also shows substantial remaining direct and indirect holdings, so the transactions reduce but do not eliminate his reported economic exposure to the company’s common stock.