Form 4: Northern Trust EVP's Stock Vesting & Tax Withholding

Northern Trust Executive Vice President Clive Bellows reported a tax-related withholding of 169 shares of common stock following the vesting of stock units.

Summary

• Clive Bellows, Executive Vice President of Northern Trust Corp (NTRS), reported a change in beneficial ownership.
• On December 1, 2025, 169 shares of common stock were withheld to cover Federal, State, and Medicare taxes.
• This withholding occurred upon the vesting of 323 previously reported stock units.
• The shares were withheld at a price of $131.01 per share.
• The remaining 154 shares from the vesting were distributed to Mr. Bellows as common stock.
• Following this transaction, Mr. Bellows beneficially owns 28,567 shares of common stock.
• This total includes 25,949 stock units that are payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
• The transaction was made pursuant to a Rule 10b5-1(c) pre-arranged plan.

Sentiment

Score: 5

Explanation: The filing reports a routine, pre-planned transaction related to executive compensation and tax withholding, which is neutral in terms of immediate positive or negative implications for the company's operational or financial performance.

Positives

• The vesting of stock units indicates the executive is receiving compensation, which can align management's interests with shareholders.
• The transaction was executed under a Rule 10b5-1(c) plan, suggesting a pre-planned and routine compensation event.

Future Outlook

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

Industry Context

This is a routine insider transaction related to executive compensation, common across publicly traded companies where stock-based compensation is a component of remuneration. It reflects a standard process for handling tax obligations upon the vesting of restricted stock units.

Comparison to Industry Standards

• The withholding of shares for tax purposes upon the vesting of equity awards is a standard practice in executive compensation across various industries, including financial services.
• The use of a Rule 10b5-1(c) plan for such transactions is also a common corporate governance practice, providing an affirmative defense against insider trading allegations by demonstrating that the transaction was pre-planned.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine compensation event. The slight dilution from the distributed shares is negligible.
• Employees: No direct impact beyond the reporting person.

Key Dates

Keywords

Northern Trust, NTRS, Clive Bellows, Form 4, Insider Transaction, Stock Vesting, Tax Withholding, Executive Compensation