Tax withholding trims Northern Trust (NTRS) EVP Thomas South’s share award

Rhea-AI Filing Summary

Northern Trust Corp Executive Vice President Thomas A. South reported an automatic tax-related share disposition. On March 1, 2,544 shares of common stock at $143.15 per share were withheld to cover Federal, State and Medicare taxes when 6,059 previously reported stock units vested. The remaining 3,515 shares were delivered to him as common stock. After these transactions, he directly held 96,337 common shares, and his holdings also include 44,130 stock units payable on a 1-for-1 basis in common stock.

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^*

South Thomas A

(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)
	Executive Vice President

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		2,544	D	$143.15	96,337(1)(2)	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. Includes 44,130 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

2. Reflects 2,544 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 6,059 previously reported stock units. The remaining 3,515 shares were distributed to the reporting person as shares of common stock.

Remarks:

	David A. Serna, Attorney-in-Fact for Thomas A. South	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 Thomas A. South?

Northern Trust reported a tax-withholding disposition for Executive Vice President Thomas A. South. The company withheld 2,544 common shares to cover taxes when restricted stock units vested, a common administrative transaction rather than an open-market sale or discretionary trade.

How many Northern Trust (NTRS) shares were withheld for taxes in this Form 4?

The filing shows 2,544 Northern Trust common shares were withheld to pay Federal, State and Medicare taxes. This occurred in connection with the vesting of 6,059 previously reported stock units, which partially converted into shares distributed to the executive.

Did Thomas A. South sell Northern Trust (NTRS) shares in the open market?

The transaction was not an open-market sale. Shares were withheld by the issuer to satisfy tax obligations when restricted stock units vested, described as payment of tax liability by delivering securities, a standard equity-compensation mechanism rather than a discretionary market sale.

How many Northern Trust (NTRS) shares does Thomas A. South hold after the transaction?

After the tax-withholding transaction, Thomas A. South directly holds 96,337 Northern Trust common shares. In addition, his reported holdings include 44,130 stock units that are payable automatically on a 1-for-1 basis in shares of the company’s common stock.

What happened to the 6,059 Northern Trust (NTRS) stock units that vested?

When 6,059 previously reported stock units vested, 2,544 shares were withheld to pay Federal, State and Medicare taxes. The remaining 3,515 shares were distributed to Thomas A. South as common stock, increasing his directly held share count reported in the Form 4.

What does transaction code F mean in this Northern Trust (NTRS) Form 4?

Transaction code F indicates shares were used to pay an exercise price or tax liability. In this case, 2,544 Northern Trust shares were withheld to cover tax obligations triggered by the vesting of previously reported stock units granted to Executive Vice President Thomas A. South.