STOCK TITAN

Northern Trust EVP exercises $58.25 options, sells shares at ~$128

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • None.

Insights

Routine Form 4: option exercise and matched sales.

The officer executed an option exercise for $58.25 per share covering 27,591 shares, then reported open market sales totaling the same number of shares at weighted average prices of $127.92 and $128.74. This sequence often reflects tax or portfolio management decisions but the filing lists only the transactions and prices.

Post-trade positions reflect direct holdings of 48,257 shares and indirect positions via a 2024 GRAT (38,026) and an irrevocable trust (35,412). The derivative table shows the reported option position reduced to 0. Overall, this is administrative in nature; market impact depends on context outside this excerpt.

Insider Levy Susan Cohen
Role EVP and General Counsel
Sold 27,591 shs ($3.54M)
Type Security Shares Price Value
Exercise Employee Stock Option (right-to-buy) 27,591 $0.00 --
Exercise Common Stock 27,591 $58.25 $1.61M
Sale Common Stock 20,414 $127.92 $2.61M
Sale Common Stock 7,177 $128.74 $924K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Employee Stock Option (right-to-buy) — 0 shares (Direct); Common Stock — 75,848 shares (Direct); Common Stock — 0 shares (Indirect, 2023 GRAT)
Footnotes (1)
  1. Includes 15,807 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock. Reflects the August 11, 2025 transfer of 12,795 shares directly held by the reporting person into the reporting person's existing irrevocable trust. On September 3, 2025, the reporting person's 2023 grantor retained annuity trust ("GRAT") distributed 14,750 shares of the Corporation's common stock to the reporting person's existing brokerage account as an annuity payment in accordance with the terms of the GRAT instrument. On September 3, 2025, the reporting person's 2024 GRAT distributed 17,700 shares of the Corporation's common stock to the reporting person's existing brokerage account as an annuity payment in accordance with the terms of the GRAT instrument. Price reflects the weighted average sales price from $127.49 to $128.49. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request. Price reflects the weighted average sales price from $128.50 to $129.24. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request. On September 4, 2025, the reporting person's 2023 GRAT distributed 10,480 shares of the Corporation's common stock to the reporting person's existing irrevocable trust as a final annuity payment in accordance with the terms of the GRAT instrument. The reporting person's spouse is trustee of this trust. This option became exercisable in four equal annual installments beginning 2/16/2017.
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*
Levy Susan Cohen

(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)
EVP and General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2025
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 11/04/2025 M 27,591 A $58.25 75,848(1)(2)(3)(4) D
Common Stock 11/04/2025 S 20,414 D $127.92(5) 55,434(1)(2) D
Common Stock 11/04/2025 S 7,177 D $128.74(6) 48,257(1) D
Common Stock 0(3)(7) I 2023 GRAT
Common Stock 38,026(4) I 2024 GRAT
Common Stock 35,412(2)(7) I Irrevocable Trust(8)
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
Employee Stock Option (right-to-buy) $58.25 11/04/2025 M 27,591 (9) 02/16/2026 Common Stock 27,591 $0 0 D
Explanation of Responses:
1. Includes 15,807 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
2. Reflects the August 11, 2025 transfer of 12,795 shares directly held by the reporting person into the reporting person's existing irrevocable trust.
3. On September 3, 2025, the reporting person's 2023 grantor retained annuity trust ("GRAT") distributed 14,750 shares of the Corporation's common stock to the reporting person's existing brokerage account as an annuity payment in accordance with the terms of the GRAT instrument.
4. On September 3, 2025, the reporting person's 2024 GRAT distributed 17,700 shares of the Corporation's common stock to the reporting person's existing brokerage account as an annuity payment in accordance with the terms of the GRAT instrument.
5. Price reflects the weighted average sales price from $127.49 to $128.49. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request.
6. Price reflects the weighted average sales price from $128.50 to $129.24. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request.
7. On September 4, 2025, the reporting person's 2023 GRAT distributed 10,480 shares of the Corporation's common stock to the reporting person's existing irrevocable trust as a final annuity payment in accordance with the terms of the GRAT instrument.
8. The reporting person's spouse is trustee of this trust.
9. This option became exercisable in four equal annual installments beginning 2/16/2017.
Remarks:
David A. Serna, Attorney-in-Fact for Susan C. Levy 11/05/2025
** 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 insider transactions did NTRS’s EVP and General Counsel report?

On 11/04/2025, she exercised 27,591 options at $58.25 and sold 20,414 shares at a weighted average $127.92 and 7,177 shares at $128.74.

How many NTRS shares did the officer hold directly after the transactions?

Direct holdings reported moved through 75,848 and 55,434 to 48,257 shares as transactions posted on 11/04/2025.

What were the weighted average sale prices reported for NTRS shares?

The filing reports weighted average prices of $127.92 and $128.74 for the sales on 11/04/2025.

What indirect NTRS holdings were disclosed?

Indirect holdings include 38,026 shares in a 2024 GRAT and 35,412 shares in an irrevocable trust; the 2023 GRAT shows 0 shares.

What was the option grant’s exercise price and status after the transactions?

The option’s exercise price was $58.25; after exercising 27,591 shares, the reported remaining derivative position is 0.

Who signed the report for the officer?

The report was signed by David A. Serna, Attorney-in-Fact for Susan C. Levy, dated 11/05/2025.