Northern Trust (NTRS) CFO reports stock grant and tax-share withholding

Rhea-AI Filing Summary

Northern Trust Corp EVP & Chief Financial Officer David W. Fox Jr. reported equity compensation activity in the company’s common stock. He received a grant of 2,604 shares on February 17, 2026 at a stated price of $0.00 per share, reflecting a stock award rather than a market purchase. On the same date, 1,154 shares were disposed of at $147.24 per share to cover tax obligations through share withholding, not an open-market sale. Following these transactions, he held 21,612 shares directly, with additional indirect holdings in trusts established for his benefit and his descendants, where he serves as trustee with investment control.

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

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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^*

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)
02/17/2026

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	02/17/2026		A		2,604	A	$0	22,766(1)	D
Common Stock	02/17/2026		F		1,154	D	$147.24	21,612(1)	D
Common Stock								38,575	I	By Trust(2)
Common Stock								5,000	I	By Trust(3)
Common Stock								11	I	By Trust(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. 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.

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.	02/19/2026
	** 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 transactions did Northern Trust (NTRS) report for David W. Fox Jr.?

Northern Trust reported that EVP & CFO David W. Fox Jr. received a stock award of 2,604 common shares and had 1,154 shares withheld at $147.24 per share to satisfy tax obligations on February 17, 2026.

Did the Northern Trust (NTRS) CFO buy or sell shares on the open market?

The CFO did not report an open-market trade. He received 2,604 shares as a stock grant, and 1,154 shares were disposed of under code F, meaning they were withheld to pay taxes rather than sold in the market.

How many Northern Trust (NTRS) shares does the CFO hold directly after this Form 4?

After these transactions, EVP & CFO David W. Fox Jr. directly held 21,612 shares of Northern Trust common stock. This figure reflects the net position following the 2,604-share award and the 1,154-share tax-withholding disposition reported for February 17, 2026.

What does transaction code A mean in the Northern Trust (NTRS) Form 4?

Transaction code A indicates a grant, award, or other acquisition of securities. In this filing, it reflects the CFO’s receipt of 2,604 common shares at a stated price of $0.00 per share, consistent with equity compensation rather than a purchase.

What is the significance of transaction code F in the NTRS insider filing?

Code F represents shares used to pay an exercise price or tax liability. Here, 1,154 shares of Northern Trust common stock were disposed of at $147.24 per share to satisfy tax obligations related to the equity award, not a discretionary share sale.

Does the Northern Trust (NTRS) CFO have indirect holdings through trusts?

Yes. The filing shows additional Northern Trust common stock held indirectly in trusts established for the benefit of the CFO and his descendants. Footnotes state he serves as trustee with investment control over these trust-held shares as of February 17, 2026.