Northern Trust (NTRS) vice chairman details tax withholding and holdings

Rhea-AI Filing Summary

Northern Trust Corporation’s vice chairman, Steven L. Fradkin, reported a routine insider transaction. On 12/03/2025, 336 shares of Northern Trust common stock were withheld at a price of $131.32 per share to satisfy tax withholding obligations tied to previously reported stock units, rather than an open‑market sale. After this tax-related withholding, he beneficially owned 43,257 shares directly.

He also reported additional indirect holdings through various accounts and trusts. These include 150,908 shares held by a trust, 39,659 shares in a gift trust for which his spouse is trustee, two separate trusts holding 1,762 shares each for a son and a daughter, and 12,425.12 units in a 401(k) plan as of 09-30-2025. The filing indicates ongoing, diversified ownership rather than a discretionary share sale.

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^*

FRADKIN STEVEN L

(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)
	Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025

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	12/03/2025		F		336(1)	D	$131.32	43,257(2)	D
Common Stock								150,908	I	By Trust
Common Stock								39,659	I	Gift Trust(3)
Common Stock								1,762	I	Spouse as trustee for Son
Common Stock								1,762	I	Spouse as trustee for Daughter
Common Stock								12,425.12	I	401(k) as of 09-30-2025

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 shares withheld to satisfy tax withholding obligations related to previously reported stock units.

2. Represents stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.

3. The reporting person's spouse is trustee of this trust.

Remarks:

	David A. Serna, Attorney-in-Fact for Steven L. Fradkin	12/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Northern Trust (NTRS) report for its vice chairman?

The vice chairman, Steven L. Fradkin, reported that on 12/03/2025, 336 shares of Northern Trust common stock were withheld at a price of $131.32 per share to cover tax withholding obligations related to previously reported stock units.

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

No. The filing explains that the 336 shares were withheld to satisfy tax withholding obligations associated with previously reported stock units, rather than being sold in an open market transaction.

How many Northern Trust (NTRS) shares does the vice chairman own directly after this transaction?

Following the reported tax withholding transaction, the vice chairman beneficially owned 43,257 Northern Trust common shares in direct ownership.

What indirect Northern Trust (NTRS) holdings does the vice chairman report?

He reports indirect holdings of 150,908 shares held by a trust, 39,659 shares in a gift trust where his spouse is trustee, 1,762 shares in a trust for a son, 1,762 shares in a trust for a daughter, and 12,425.12 units in a 401(k) plan as of 09-30-2025.

What does the explanation section say about the Northern Trust (NTRS) Form 4 transaction?

The explanation notes that the reported transaction represents shares withheld to satisfy tax withholding obligations related to previously reported stock units, and that the stock units are payable automatically on a 1-for-1 basis in Northern Trust common stock.

Who signed the Northern Trust (NTRS) Form 4 on behalf of the reporting person?

The Form 4 was signed by David A. Serna as Attorney-in-Fact for Steven L. Fradkin on 12/05/2025.