FMR LLC has filed an amended Schedule 13G reporting a significant passive stake in Northern Trust Corp. FMR and Abigail P. Johnson are disclosed as reporting persons for Northern Trust common stock with CUSIP 665859104.
They report beneficial ownership of 13,811,661.38 shares of common stock, representing 7.3% of the class. FMR LLC has sole voting power over 9,325,231.46 shares and sole dispositive power over 13,811,661.38 shares, with no shared voting or dispositive power. Abigail P. Johnson is reported with sole dispositive power over the same 13,811,661.38 shares and no voting power.
The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Northern Trust. One or more other persons may have rights to receive dividends or sale proceeds, but no such person holds more than five percent of the outstanding common stock.
Northern Trust Corporation director Robert Edward Moritz Jr. purchased additional company stock in an open market transaction. On 02/02/2026, he bought 245 shares of common stock at $151.85 per share. After this trade, he beneficially owned 6,931 shares, including 1,902 stock units that are payable on a one-for-one basis in Northern Trust common stock.
Northern Trust Corporation Chairman and CEO Michael O’Grady reported an option exercise and related share withholding in a Form 4. On January 29, 2026, an employee stock option for 34,489 shares of common stock at an exercise price of $58.25 was exercised, delivering the same number of shares to a trust associated with him.
On the same date, 21,739 common shares held indirectly "By Trust" were disposed of at $150.78 under transaction code F, which typically reflects shares withheld to cover tax obligations. Following these transactions, the trust continued to hold a substantial indirect position, and O’Grady also reported separate direct and additional trust‑for‑benefit‑of‑children common stock holdings.
Northern Trust Corporation’s Chairman and CEO Michael G. O’Grady filed an amended insider report to correct his reported share totals. The correction reflects that on July 30, 2025, his 2023 grantor retained annuity trust distributed 5,415.12 shares of common stock to his existing trust as an annuity payment.
After this correction, he is shown with 349,068.44 shares of common stock held indirectly by trust and 63,986 stock units held directly, which are payable on a 1-for-1 basis in common shares. Additional indirect holdings include 6,959.85, 6,958.85, and 6,959.85 shares in separate trusts for three children, for which his spouse serves as trustee.
Northern Trust Corp director David Byron Smith Jr reported changes in his indirect holdings of common stock through several trusts. On January 30, 2026, a trust in which he has a partial direct pecuniary interest distributed 10,720 shares of Northern Trust common stock to its beneficiaries, including 1,340 shares distributed to him at a reported price of $0 per share. After this transaction, 82,935 shares were held indirectly for him by a revocable trust. Additional indirect holdings are reported in multiple family trusts for his benefit and for the benefit of his children, including a trust holding 1,002,160 shares in which he has a partial direct pecuniary interest.
Northern Trust Corp’s Chief Operating Officer Peter Cherecwich reported an indirect sale of 25,000 shares of common stock on January 26, 2026 by a trust associated with him. The shares were sold at a weighted average price of $149.62 per share, within a range from $149.45 to $149.79.
After this transaction, the trust held 26,259 shares indirectly. Cherecwich also reported 23,851 shares held directly, 4,397 shares held indirectly through a 2023 GRAT, and 6 shares held indirectly through his spouse’s trust, reflecting his overall reported beneficial interest in Northern Trust common stock.
A stockholder of NTRS filed a notice of proposed sale of 25,000 shares of common stock under Rule 144. The planned sale is to be executed through Northern Trust Securities, Inc. on the NASDAQ around 01/26/2026, with an indicated aggregate market value of $3,715,750. The table notes that 189,117,369 common shares were outstanding at the time referenced. The shares to be sold were acquired as vested share awards from the issuer between 2021 and 2024, in multiple transactions that together total the 25,000 shares.
Northern Trust Corporation filed a current report describing how it is sharing its latest financial results. The company issued a press release on January 22, 2026 reporting earnings for the three and twelve months ended December 31, 2025, and attached this release as Exhibit 99.1.
The company also plans a live conference call and webcast on January 22, 2026 to discuss these results and other matters. In support of the call, Northern Trust made available website presentation materials and detailed financial trend information, attached as Exhibits 99.2 and 99.3. These materials are being furnished rather than filed, which means they are not subject to certain liability provisions under the Exchange Act unless specifically incorporated into other filings.