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Northern Trust Corp (NTRS) EVP uses 2,671 shares to cover taxes on vesting

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Northern Trust Corp executive Susan Cohen Levy reported a tax-withholding share disposition related to equity compensation. On March 1, 2026, 2,671 shares of common stock were withheld at $143.15 per share to cover Federal, State and Medicare taxes upon vesting of 6,361 previously reported stock units, with 3,690 shares delivered to her as common stock.

After this transaction, she held 59,378 shares directly, which includes 13,916 stock units payable on a 1-for-1 basis in common stock. Indirect holdings reported were 38,026 shares through a 2024 GRAT and 35,412 shares through an irrevocable trust for which her spouse is trustee.

Positive

  • None.

Negative

  • None.

Insights

Form 4 shows routine tax withholding on vested stock units, not an open-market sale.

The filing from Northern Trust Corp reports that EVP and General Counsel Susan Cohen Levy had 2,671 common shares withheld at $143.15 per share to pay taxes when 6,361 stock units vested. This is coded as a tax-withholding disposition (code F), which typically occurs automatically under equity award terms.

Following the transaction, she holds 59,378 shares directly, including 13,916 stock units payable 1-for-1 in common stock, plus indirect stakes of 38,026 shares in a 2024 GRAT and 35,412 shares in an irrevocable trust where her spouse is trustee. The filing mainly updates ownership records; it does not indicate discretionary selling activity in the market.

Insider Levy Susan Cohen
Role EVP and General Counsel
Type Security Shares Price Value
Tax Withholding Common Stock 2,671 $143.15 $382K
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 59,378 shares (Direct); Common Stock — 38,026 shares (Indirect, 2024 GRAT)
Footnotes (1)
  1. Includes 13,916 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock. Reflects 2,671 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 6,361 previously reported stock units. The remaining 3,690 shares were distributed to the reporting person as shares of common stock. The reporting person's spouse is trustee of this trust.
Form 4 Insider Transactions: What Each Field Means →
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
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*
Levy Susan Cohen
(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 and General Counsel
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 2,671 D $143.15 59,378(1)(2) D
Common Stock 38,026 I 2024 GRAT
Common Stock 35,412 I Irrevocable 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. Includes 13,916 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
2. Reflects 2,671 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 6,361 previously reported stock units. The remaining 3,690 shares were distributed to the reporting person as shares of common stock.
3. The reporting person's spouse is trustee of this trust.
Remarks:
David A. Serna, Attorney-in-Fact for Susan C. Levy 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did NTRS executive Susan Cohen Levy report?

Susan Cohen Levy reported a tax-withholding disposition of shares. The Form 4 shows 2,671 Northern Trust common shares withheld at $143.15 per share to cover Federal, State and Medicare taxes when 6,361 previously reported stock units vested, with remaining shares delivered in stock.

Was the NTRS Form 4 transaction an open-market sale of stock?

No, the reported transaction was a tax-withholding event, not a market sale. Shares were withheld by Northern Trust to satisfy tax obligations tied to vesting of stock units, coded as a tax-withholding disposition (code F), rather than a discretionary sale on an exchange.

How many Northern Trust shares does Susan Cohen Levy own after this Form 4?

After the transaction, Susan Cohen Levy holds significant direct and indirect positions. She directly holds 59,378 shares, including 13,916 stock units payable 1-for-1 in common stock, plus 38,026 shares via a 2024 GRAT and 35,412 shares via an irrevocable trust.

What triggered the tax-withholding disposition reported by NTRS?

The disposition was triggered by the vesting of stock units. When 6,361 previously reported stock units vested, 2,671 shares of Northern Trust common stock were withheld to pay Federal, State and Medicare taxes, and 3,690 shares were distributed as common stock to the reporting person.

What indirect holdings in NTRS stock are reported for Susan Cohen Levy?

The filing lists two indirect ownership positions in Northern Trust shares. It reports 38,026 shares held through a 2024 GRAT and 35,412 shares held through an irrevocable trust, where the reporting person’s spouse serves as trustee, in addition to her direct holdings.

What does the stock unit disclosure in the NTRS Form 4 mean?

The filing notes stock units payable in Northern Trust common shares. It states that 13,916 stock units are payable automatically on a 1-for-1 basis in shares of the corporation’s common stock, and these units are included within the reporting person’s direct ownership total.