Form 4: Northern Trust CFO Sells Shares for Tax Obligations

Northern Trust's EVP & CFO, David W. Fox Jr., disposed of 192 shares of common stock to cover tax withholding obligations.

Summary

• David W. Fox Jr., Executive Vice President and Chief Financial Officer of Northern Trust Corp (NTRS), reported a transaction on December 3, 2025.
• He disposed of 192 shares of Northern Trust common stock at a price of $131.32 per share.
• This disposition was made to satisfy tax withholding obligations related to previously reported stock units.
• The transaction was executed pursuant to a Rule 10b5-1(c) plan, indicating it was pre-scheduled.
• Following this transaction, Mr. Fox directly beneficially owns 13,807 shares, which represent stock units payable on a 1-for-1 basis in common stock.
• He also indirectly beneficially owns 40,445 shares through a trust established for his benefit, 5,000 shares through a trust for his benefit and descendants, and an additional 11 shares through another trust.

Sentiment

Score: 5

Explanation: Neutral. This is a routine, non-discretionary transaction for tax purposes, which is a common occurrence for executives with equity compensation. It does not reflect a change in the executive's view of the company or its prospects.

Positives

• The transaction was a non-discretionary sale to cover tax withholding obligations, which is a routine event for executives receiving equity compensation.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating it was pre-planned and not based on new material non-public information.

Future Outlook

No future outlook or guidance is provided in this Form 4 filing.

Industry Context

This Form 4 filing details a routine insider transaction for an executive, specifically a disposition of shares to cover tax obligations. Such transactions are common across the financial services industry for executives receiving equity-based compensation and are generally not indicative of a change in company performance or executive sentiment.

Comparison to Industry Standards

• The disposition of shares for tax withholding is a standard practice for executives at publicly traded companies across various sectors, including financial services, who receive stock-based compensation.
• The use of a Rule 10b5-1 plan for such transactions is a common corporate governance best practice, demonstrating pre-planning and mitigating concerns about insider trading based on material non-public information. This aligns with practices seen at comparable financial institutions.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership is reported through trusts established for the benefit of the reporting person and his descendants, which are considered related parties.

Stakeholder Impact

• Shareholders: Minimal impact, as this is a routine, non-discretionary transaction for tax purposes and does not signal a change in company fundamentals or executive confidence.

Key Dates

Recommendation

This Form 4 reports a routine, non-discretionary sale of shares by an executive to cover tax withholding obligations related to previously reported stock units. Such transactions are common and pre-planned under Rule 10b5-1, and therefore do not typically signal any change in the company's fundamentals or the executive's confidence. Investors should not interpret this as a bearish signal, and the filing itself does not provide new information to warrant a change in investment recommendation.

Keywords

Northern Trust, NTRS, Form 4, Insider Transaction, Executive Compensation, Tax Withholding, David W. Fox Jr., CFO, Beneficial Ownership, Rule 10b5-1