Northern Trust (NTRS) CAO withholds 1,868 shares to cover tax on vesting

Rhea-AI Filing Summary

Northern Trust Corp’s Chief Administrative Officer Alexandria Taylor reported a tax-withholding disposition of 1,868 shares of common stock. The shares were withheld at $143.15 per share to cover federal, state and Medicare taxes when 4,211 previously reported stock units vested.

According to the filing, the remaining 2,343 shares from this vesting were delivered to Taylor as common stock. After these transactions, Taylor directly owned 47,451.536 shares, which includes 23,637 stock units payable on a 1-for-1 basis in Northern Trust 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

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^*

Taylor Alexandria

(Last) (First) (Middle)

50 SOUTH LA SALLE STREET

(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)
	Chief Administrative 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		1,868	D	$143.15	47,451.536(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 23,637 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

2. Reflects 1,868 shares withheld in payment of Federal, State and Medicare taxes upon the vesting of 4,211 previously reported stock units. The remaining 2,343 shares were distributed to the reporting person as shares of common stock.

Remarks:

	David A. Serna, Attorney-in-Fact for Alexandria Taylor	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 did Northern Trust (NTRS) executive Alexandria Taylor report in this Form 4?

Alexandria Taylor reported a tax-withholding disposition of 1,868 Northern Trust common shares. These shares were withheld at $143.15 each to satisfy federal, state and Medicare taxes triggered by the vesting of 4,211 previously reported stock units.

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

No, the Form 4 describes a tax-withholding disposition, not an open-market sale. Shares were withheld by the issuer to pay tax liabilities upon vesting of stock units, a common administrative mechanism for equity compensation recipients.

How many Northern Trust (NTRS) shares were involved in the vesting underlying this Form 4?

The vesting covered 4,211 previously reported stock units. Of these, 1,868 shares were withheld to cover tax obligations, while 2,343 shares were distributed to Alexandria Taylor as common stock, increasing her directly held share count.

What is Alexandria Taylor’s Northern Trust (NTRS) ownership after this Form 4 transaction?

After the reported transaction, Alexandria Taylor directly owned 47,451.536 Northern Trust common shares. This total includes 23,637 stock units that are payable automatically on a 1-for-1 basis in Northern Trust common stock according to the filing footnotes.

What does the $143.15 price in the Northern Trust (NTRS) Form 4 represent?

The $143.15 figure is the price per share used for the 1,868 shares withheld. It is applied to calculate the value of stock used to pay federal, state and Medicare taxes when the 4,211 stock units vested for Alexandria Taylor.

How does this Northern Trust (NTRS) Form 4 classify the insider transaction type?

The transaction is coded “F,” which the filing describes as payment of exercise price or tax liability by delivering securities. It is further labeled a tax-withholding disposition, indicating shares were retained for taxes rather than sold on the market.