Form 4: Northern Trust EVP Sells Shares for Tax Obligations

Northern Trust's EVP and General Counsel, Susan Cohen Levy, disposed of 2,671 shares of common stock to cover tax liabilities related to vested stock units.

Summary

• Susan Cohen Levy, Executive Vice President and General Counsel of Northern Trust Corp (NTRS), disposed of 2,671 shares of the company's common stock.
• The transaction occurred on March 1, 2026, with shares disposed of at a price of $143.15 per share.
• This disposition was a mandatory withholding of shares to cover Federal, State, and Medicare taxes upon the vesting of 6,361 previously reported stock units.
• The remaining 3,690 shares from the vested stock units were distributed to Ms. Levy as common stock.
• Following this transaction, Ms. Levy directly beneficially owns 59,378 shares, which includes 13,916 stock units payable on a 1-for-1 basis.
• Ms. Levy also indirectly beneficially owns 38,026 shares through a 2024 GRAT and 35,412 shares through an irrevocable trust where her spouse serves as trustee.
• The transaction was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral. The transaction is a routine tax-related disposition of shares following the vesting of equity awards and does not indicate a change in the company's fundamentals or management's confidence.

Future Outlook

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

Industry Context

StockSavvy.ai notes that this type of transaction, where shares are withheld to cover tax obligations upon the vesting of equity awards, is a routine and common occurrence for executives receiving stock-based compensation across various industries. It does not typically reflect a change in management's outlook on the company's prospects.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of 35,412 shares through an irrevocable trust where the reporting person's spouse is the trustee.

Stakeholder Impact

• Shareholders: Minimal impact, as this is a routine, non-discretionary transaction for tax purposes and does not signal a change in company outlook or executive confidence.
• Employees: No direct impact on the broader employee base.

Key Dates

Recommendation

This Form 4 filing details a routine tax-related disposition of shares by an executive following the vesting of stock units. Such transactions are common and do not typically reflect a change in the company's operational performance, strategic direction, or the executive's long-term confidence in the company. Therefore, it provides no new information that would warrant a change in an investment thesis, leading to a 'hold' recommendation.

Keywords

NTRS, Northern Trust, Insider Transaction, Form 4, Executive Compensation, Stock Sale, Tax Withholding, Corporate Governance