Form 4: Northern Trust EVP Exercises Options, Sells Shares

Northern Trust's EVP and General Counsel, Susan Cohen Levy, reported exercising stock options and selling common stock, alongside transfers to trusts.

Summary

• Susan Cohen Levy, Executive Vice President and General Counsel of Northern Trust Corp, reported transactions on November 4, 2025, under a Rule 10b5-1 plan.
• Exercised 27,591 employee stock options at an exercise price of $58.25 per share.
• Sold 20,414 shares of common stock at a weighted average price of $127.92 per share, with individual sales ranging from $127.49 to $128.49.
• Sold an additional 7,177 shares of common stock at a weighted average price of $128.74 per share, with individual sales ranging from $128.50 to $129.24.
• Transferred 12,795 directly held shares into an existing irrevocable trust on August 11, 2025.
• Received 14,750 shares of common stock from a 2023 Grantor Retained Annuity Trust (GRAT) as an annuity payment on September 3, 2025.
• Received 17,700 shares of common stock from a 2024 GRAT as an annuity payment on September 3, 2025.
• The 2023 GRAT distributed a final annuity payment of 10,480 shares of common stock to an existing irrevocable trust on September 4, 2025.
• Following these transactions, Levy directly owns 48,257 shares of common stock (including 15,807 stock units) and indirectly owns 38,026 shares via a 2024 GRAT and 35,412 shares via an irrevocable trust.

Sentiment

Score: 5

Explanation: A Form 4 is a factual report of insider transactions. The transactions themselves (option exercise and sale) are neutral in terms of company sentiment, reflecting personal financial planning rather than a direct positive or negative outlook on the company's future performance. The insider profited from the option exercise and subsequent sale.

Positives

• The exercise of employee stock options at $58.25 and subsequent sale of shares at weighted average prices of $127.92 and $128.74 indicates a significant profit for the insider, reflecting value creation from previously granted equity compensation.

Negatives

• Insider selling, even when pre-planned under a Rule 10b5-1 plan, can sometimes be interpreted as a lack of conviction in future stock price appreciation, though it is often for personal financial planning or diversification.

Future Outlook

The Form 4 filing details specific insider transactions and 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 insider trading activity and does not provide broader industry context or competitive analysis. It reflects individual executive compensation and personal financial planning within the financial services sector.

Related Party Transactions

• The transfer of 12,795 shares to an existing irrevocable trust and the final annuity payment of 10,480 shares from the 2023 GRAT to the same irrevocable trust are disclosed. The reporting person's spouse is identified as the trustee of this irrevocable trust.

Stakeholder Impact

• Shareholders: The exercise of options and subsequent sale of shares by an executive is a common practice for compensation and personal financial management. While insider selling can sometimes be viewed cautiously, these transactions are often pre-planned under Rule 10b5-1 and do not necessarily indicate a negative outlook on the company's future.

Key Dates

Keywords

Northern Trust Corp, NTRS, Insider Trading, Form 4, Stock Option Exercise, Share Sale, Executive Compensation, Susan Cohen Levy, Corporate Governance