Form 4: Northern Trust CFO Gifts Shares from Trust

Northern Trust's EVP & CFO, David W. Fox Jr., reported a gift of 1,870 common shares from a trust, effective December 10, 2025.

Summary

• David W. Fox Jr., Executive Vice President and Chief Financial Officer of Northern Trust Corp. (NTRS), reported a change in beneficial ownership.
• On December 10, 2025, Mr. Fox disposed of 1,870 shares of Common Stock via a gift (Transaction Code 'G') at a price of $0 per share.
• These shares were disposed from a trust established for the benefit of the reporting person, of which Mr. Fox is the trustee and has investment control.
• Following this transaction, Mr. Fox's beneficial ownership includes 13,807 shares held directly (representing stock units payable on a 1-for-1 basis in common stock).
• Indirect beneficial ownership includes 38,575 shares held by Trust (1) and an additional 11 shares also held by Trust (1), totaling 38,586 shares.
• An additional 5,000 shares are held indirectly by Trust (3), established for the benefit of Mr. Fox and his descendants, with Mr. Fox as trustee and having investment control.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction (a gift of shares) which is generally neutral for the company's operational or financial outlook. While it's a disposition by a key executive, the nature of a gift at $0 price typically has minimal market impact compared to a sale.

Negatives

• A disposition of shares by an insider, even as a gift, represents a decrease in the executive's direct equity stake in the company.

Future Outlook

This filing is an insider transaction report and does not contain forward-looking statements or guidance regarding the company's future financial performance or strategic outlook.

Industry Context

Insider transaction reports (Form 4s) are routine disclosures in the financial industry, providing transparency into changes in beneficial ownership by company executives and directors. A gift of shares is a common type of disposition for estate planning or philanthropic purposes.

Related Party Transactions

• The disposition of shares was made from a trust established for the benefit of the reporting person, and other shares are held in a trust for the benefit of the reporting person and his descendants, with the reporting person acting as trustee and having investment control.

Stakeholder Impact

• Shareholders: Minimal direct impact. The gift represents a slight reduction in the CFO's direct equity exposure, but it is not a sale for cash.
• Management: The CFO continues to hold a significant beneficial interest in the company through direct stock units and various trusts.

Key Dates

Keywords

Northern Trust, NTRS, Form 4, insider transaction, beneficial ownership, gift, CFO