Form 4: Northern Trust CEO O'Grady Reports Routine Stock Transactions

Northern Trust Corp Chairman and CEO Michael O'Grady reported the disposition of 770 shares for tax obligations and detailed changes in his beneficial ownership, including prior GRAT distributions.

Summary

• Michael O'Grady, Chairman and CEO of Northern Trust Corp, reported a transaction on December 3, 2025, involving the disposition of 770 shares of common stock.
• These shares were withheld to satisfy tax withholding obligations related to previously reported stock units, at a price of $131.32 per share.
• Following this transaction, O'Grady directly beneficially owns 63,986 shares of common stock.
• Indirect beneficial ownership includes 343,653.32 shares held by a trust, 0 shares by the 2023 GRAT (following distributions), 6,959.85 shares by a trust for Child 1, 6,958.85 shares by a trust for Child 2, and 6,959.85 shares by a trust for Child 3.
• On July 30, 2025, O'Grady's 2023 grantor retained annuity trust (GRAT) distributed 5,415.12 shares to an existing trust and 4,499.55 shares to remaindermen, in accordance with the GRAT instrument terms.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction for tax withholding purposes and pre-arranged trust distributions, which is neutral in sentiment and does not indicate any significant positive or negative developments for the company or its stock.

Positives

• The Chairman and CEO maintains significant direct and indirect beneficial ownership in Northern Trust Corp, totaling over 420,000 shares, indicating continued alignment with shareholder interests.

Negatives

• No inherently negative events were reported; the disposition of shares was for routine tax withholding purposes.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction and does not provide specific insights into broader industry trends or competitive landscape.

Related Party Transactions

• The 2023 grantor retained annuity trust (GRAT) distributed shares to an existing trust and remaindermen, and shares are held indirectly by trusts for the reporting person's children, where the reporting person's spouse is trustee. These are pre-arranged trust activities involving related parties.

Stakeholder Impact

• Shareholders: Minimal impact as the transaction is routine for tax purposes and does not reflect a change in investment thesis or company fundamentals.
• Employees, Customers, Suppliers, Creditors: No direct impact from this insider transaction report.

Key Dates

Recommendation

This Form 4 filing details a routine disposition of shares for tax withholding and pre-scheduled trust distributions by the CEO. Such transactions are common for executives and do not typically signal a change in the company's fundamental outlook or performance. Therefore, a 'hold' recommendation is appropriate as this filing provides no new information to alter an existing investment thesis.

Keywords

NTRS, Northern Trust, Michael O'Grady, Form 4, insider transaction, beneficial ownership, stock disposition, tax withholding, CEO, director