Northern Trust Corp (NTRS) CFO records tax-withholding share disposition

Rhea-AI Filing Summary

Northern Trust Corp executive David W. Fox Jr., EVP and Chief Financial Officer, reported a tax-related share disposition tied to vesting equity. On the transaction date, 2,355 shares of common stock were withheld at $143.15 per share to cover Federal, State and Medicare taxes when 5,610 previously reported stock units vested. The remaining 3,255 shares from that vesting were delivered to him as common stock.

After this tax-withholding disposition, Fox directly owned 17,807 common shares, which include 14,552 stock units payable on a 1-for-1 basis in common stock. He also had indirect ownership through trusts holding 38,575, 5,000, and 11 shares, 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

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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)
03/01/2026

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	03/01/2026		F		2,355	D	$143.15	17,807(1)(2)	D
Common Stock								38,575	I	By Trust(3)
Common Stock								5,000	I	By Trust(4)
Common Stock								11	I	By Trust(3)

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. Reflects 2,355 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 5,610 previously reported stock units. The remaining 3,255 shares were distributed to the reporting person as shares of common stock.

2. Includes 14,552 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 the reporting person, of which the reporting person is the trustee and has investment control.

4. 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.	03/04/2026
	** 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 transaction did Northern Trust (NTRS) report for David W. Fox Jr.?

Northern Trust’s CFO David W. Fox Jr. reported a tax-withholding disposition of 2,355 common shares at $143.15 per share, tied to the vesting of 5,610 previously reported stock units. This was not an open-market sale but shares withheld for tax obligations.

Was the Northern Trust (NTRS) CFO’s Form 4 transaction an open-market sale?

The CFO’s transaction was not an open-market sale. The 2,355 shares were withheld to pay Federal, State and Medicare taxes upon vesting of 5,610 stock units, with 3,255 shares distributed to him as common stock after the tax withholding.

How many Northern Trust (NTRS) shares does the CFO directly own after this filing?

After the reported transaction, the CFO directly owned 17,807 Northern Trust common shares. This figure includes 14,552 stock units that are payable automatically on a one-for-one basis in the company’s common stock, as described in the filing footnotes.

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

The CFO has indirect ownership in several trusts holding 38,575, 5,000 and 11 Northern Trust common shares. These trusts were established for his benefit and that of his descendants, and he serves as trustee with investment control over the trust assets.

What triggered the tax-withholding share disposition for Northern Trust (NTRS) CFO?

The tax-withholding disposition was triggered by the vesting of 5,610 previously reported stock units. To cover Federal, State and Medicare tax liabilities, 2,355 shares were withheld, while the remaining 3,255 shares were delivered to the CFO as common stock.

How are stock units described in the Northern Trust (NTRS) CFO’s holdings?

The filing states that 14,552 stock units are payable automatically on a one-for-one basis in Northern Trust common stock. These stock units are included in the CFO’s total direct holdings figure of 17,807 shares reported after the transaction.