[SCHEDULE 13G] Northern Trust Corp SEC Filing

Rhea-AI Filing Summary

State Street Corporation reports beneficial ownership of 9,862,362 shares of Northern Trust common stock, equal to 5.1% of the class. The filing shows no sole voting or dispositive power and shared voting power of 2,084,429 shares, while shared dispositive power covers the full reported stake. Multiple State Street affiliates are identified as the subsidiaries through which the position is held. The filer certifies the securities are held in the ordinary course of business and not for the purpose of changing or influencing control, making this a material passive ownership disclosure under applicable rules.

Positive

• Material disclosure of 9,862,362 shares (5.1%) provides transparent, investor-relevant ownership information
• The filing includes a clear certification that holdings are held in the ordinary course of business and not to influence control

Negative

• No sole voting or dispositive power reported, indicating no single control lever for the stake
• The position is held via multiple affiliates, which can complicate direct accountability for voting decisions

Insights

Financial Analyst

TL;DR: State Street holds a material 5.1% passive stake (9.86M shares) with shared — not sole — voting and dispositive power.

The Schedule 13G discloses a meaningful position by a large custodian/asset manager: 9,862,362 shares (5.1%). The absence of sole voting or dispositive power indicates the stake is aggregated across accounts or affiliates rather than controlled by a single decision-maker. This ownership level is material for disclosure and may reflect client or fund positions managed by State Street affiliates, but the filing expressly classifies the holdings as passive.

Corporate Governance Expert

TL;DR: Filing indicates passive holdings with certification that there is no intent to influence control, so no immediate governance change signaled.

The filer checked the Schedule 13G pathway and provided a certification that the securities are held in the ordinary course of business and not to influence control, consistent with passive investor treatment. Reported shared voting power of 2,084,429 suggests voting authority is distributed among accounts/affiliates. The listing of specific State Street subsidiaries clarifies which entities exercise investment or advisory functions on behalf of clients.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NORTHERN TRUST CORP

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

665859104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 665859104

1

Names of Reporting Persons

STATE STREET CORPORATION

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,084,429.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,862,362.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,862,362.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.1 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NORTHERN TRUST CORP
(b)	Address of issuer's principal executive offices: 50 SOUTH LA SALLE STREET , CHICAGO, ILLINOIS, 60603
Item 2.
(a)	Name of person filing: STATE STREET CORPORATION;
(b)	Address or principal business office or, if none, residence: ONE CONGRESS STREET, SUITE 1, BOSTON MA 02114, UNITED STATES
(c)	Citizenship: MA
(d)	Title of class of securities: COMMON STOCK
(e)	CUSIP No.: 665859104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 9862362.00
(b)	Percent of class: 5.1 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 2,084,429
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 9,862,362
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. NOT APPLICABLE
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. SSGA FUNDS MANAGEMENT, INC. (IA);STATE STREET BANK AND TRUST COMPANY (BK);STATE STREET GLOBAL ADVISORS (JAPAN) CO., LTD. (IA);STATE STREET GLOBAL ADVISORS ASIA LIMITED (IA);STATE STREET GLOBAL ADVISORS EUROPE LIMITED (IA);STATE STREET GLOBAL ADVISORS LIMITED (IA);STATE STREET GLOBAL ADVISORS SINGAPORE LIMITED (IA);STATE STREET GLOBAL ADVISORS TRUST COMPANY (IA);STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED (IA);STATE STREET GLOBAL ADVISORS, LTD. (IA);STATE STREET SAUDI ARABIA FINANCIAL SOLUTIONS COMPANY (IA);
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. NOT APPLICABLE
Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. NOT APPLICABLE

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

STATE STREET CORPORATION

Signature:	ELIZABETH SCHAEFER
Name/Title:	SENIOR VICE PRESIDENT, CHIEF ACCOUNTING OFFICER
Date:	08/08/2025

FAQ

What stake does State Street report in Northern Trust (NTRS)?

State Street reports beneficial ownership of 9,862,362 shares, representing 5.1% of Northern Trust common stock.

Does State Street have sole voting or dispositive power over these NTRS shares?

No. The filing reports 0 sole voting power and 0 sole dispositive power; it reports 2,084,429 shared voting and 9,862,362 shared dispositive power.

Is the State Street stake intended to influence control of Northern Trust?

No. The filer certifies the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

Which State Street entities are identified as holding the position?

The filing lists multiple affiliates including SSGA Funds Management, State Street Bank and Trust Company, State Street Global Advisors entities across regions as the relevant subsidiaries.

Why is this Schedule 13G filing material to investors in NTRS?

Because it discloses a 5.1% beneficial stake, which is above the 5% reporting threshold and informs investors about significant passive ownership and potential aggregation of client holdings.