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Northern Trust Corp filed a Form 13F Combination Report, indicating some holdings are reported by other managers as well.
The Information Table shows 20,749 entries with an aggregate reported value of $781,707,215,146. The filing lists 11 other included managers. It was signed by Michael Hunstad, Executive Vice President, in Chicago on 11-13-2025.
Northern Trust Corporation is offering $500,000,000 4.150% Senior Notes due 2030 and $750,000,000 5.117% Fixed-to-Fixed Rate Subordinated Notes due 2040 under a prospectus supplement filed pursuant to Rule 424(b)(5).
The senior notes pay 4.150% semi-annually on May 19 and November 19, beginning May 19, 2026, and are not redeemable prior to maturity. The subordinated notes pay 5.117% to, but excluding, November 19, 2035, then reset to the Five-Year U.S. Treasury Rate plus 105 bps, with semi-annual payments on the same schedule. The subordinated notes may be redeemed in whole at par on the reset date.
Pricing terms include underwriting discounts of 0.350% (senior) and 0.450% (subordinated), with proceeds before expenses of $498,005,000 and $746,625,000, respectively. Net proceeds are expected to be approximately $1.24 billion for general corporate purposes. The senior notes rank equally with other senior debt; the subordinated notes rank junior to depositors, general creditors, and senior indebtedness. The notes will not be listed on any exchange.
Northern Trust Corporation launched a preliminary prospectus supplement for a primary offering of unsecured notes: senior notes due 2030 and fixed‑to‑fixed rate subordinated notes due 2040. Interest on both series is paid semi‑annually, beginning in 2026.
The senior notes are not redeemable before maturity and rank equally with the company’s other senior debt. The subordinated notes rank junior to all existing and future senior indebtedness and, from issuance to the reset date in 2035, pay a fixed rate; thereafter they reset to the Five‑Year U.S. Treasury Rate plus a stated spread. The subordinated notes may be redeemed in whole on the 2035 reset date at 100% of principal plus accrued interest. Holders of subordinated notes have limited acceleration rights, generally only upon receivership, insolvency, liquidation or similar proceedings.
The notes will not be listed on any exchange and are not FDIC insured. Net proceeds are intended for general corporate purposes.
Northern Trust Corporation (NTRS) reported an insider transaction by Vice Chairman Steven L. Fradkin. On 11/06/2025, he executed two open-market sales of common stock: 4,688 shares at $128 per share held indirectly "By Trust," and 4,688 shares at $128 per share held indirectly via a "Gift Trust."
Following these transactions, reported beneficial holdings include: 150,908 shares (indirect, By Trust) and 39,659 shares (indirect, Gift Trust). Additional positions disclosed are 43,593 stock units (direct; payable 1-for-1 in common shares), 1,762 shares (indirect; spouse as trustee for son), 1,762 shares (indirect; spouse as trustee for daughter), and 12,425.12 shares in a 401(k) as of 09-30-2025.
Northern Trust (NTRS): EVP and General Counsel Susan C. Levy reported insider transactions on 11/04/2025. She exercised an employee stock option for 27,591 shares at an exercise price of $58.25 and sold 20,414 shares at a weighted average price of $127.92, plus 7,177 shares at a weighted average price of $128.74.
Following these transactions, directly held common stock reported in the table moved through 75,848, 55,434, and then 48,257 shares as transactions posted. Indirect holdings include 38,026 shares in a 2024 GRAT and 35,412 shares in an irrevocable trust; the 2023 GRAT shows 0 shares following distributions noted in the footnotes.
Northern Trust Corp (NTRS) director Robert Edward Moritz, Jr. reported an open‑market purchase of 3,891 shares of common stock at $128.57 on November 4, 2025.
After the transaction, he beneficially owned 6,686 shares, which include 1,902 stock units payable on a 1‑for‑1 basis in common stock. The reported ownership is direct.
Northern Trust Corporation reported steady third‑quarter performance. Total revenue was $2,025.4 million (up 3% year over year), with noninterest income at $1,434.6 million (up 2%) and net interest income at $590.8 million (up 5%). Noninterest expense rose 5% to $1,422.9 million. The provision for credit losses swung to a benefit of $17.0 million from an $8.0 million expense a year ago. Net income was $457.6 million, down 2%.
Diluted EPS was $2.29 (up 3%). On the balance sheet, end‑of‑period total assets were $170,263.3 million (up 9%), deposits were $135,801.1 million (up 11%), and stockholders’ equity was $12,956.0 million (up 1%). Book value per share ended at $63.83 (up 7%), while end‑of‑period market value per share was $134.60 (up 50%).
For the first nine months, total revenue was $5,963.3 million (down 6%), and net income was $1,270.9 million (down 19%), reflecting softer noninterest income against higher average balances and stable expenses.
Northern Trust Corp (NTRS) director Robert Edward Moritz, Jr. reported a purchase of 270 shares of common stock on 10/27/2025 at a price of $126.66 per share (transaction code P).
Following the transaction, he beneficially owns 2,795 shares, which includes 1,902 stock units payable on a 1‑for‑1 basis in common stock. The reported ownership is listed as Direct (D).
Northern Trust Corporation filed a shelf registration on Form S-3 to offer up to $1,500,000,000 aggregate principal amount of debt securities from time to time after effectiveness. The specific terms and pricing will be set in accompanying prospectus supplements.
The company may issue senior or subordinated, secured or unsecured, and convertible or nonconvertible debt under its May 8, 2017 indenture with The Bank of New York Mellon Trust Company, N.A., as trustee. Net proceeds will be used for general corporate purposes, which may include working capital, refinancing, investments in subsidiaries, share repurchases, dividends, potential acquisitions, and other obligations.
Securities may be sold through underwriters, dealers, agents, directly to purchasers, or via other permitted methods, and are not deposits or FDIC insured. The offering documents emphasize risk factors incorporated by reference and note that plan of distribution details will appear in each supplement.
Northern Trust Corporation furnished an 8-K announcing its earnings materials for the three and nine months ended September 30, 2025. The company issued a press release and made presentation materials and financial trends available, and held a live conference call and webcast on October 22, 2025 to discuss results and related matters.
The materials were furnished as Exhibits 99.1 (Press Release), 99.2 (Presentation Materials), and 99.3 (Financial Trends) and are not deemed filed under the Exchange Act.