Form 4: Northern Trust EVP Sells Shares, Gifts Stock

Northern Trust Executive Vice President Thomas A. South reported the sale of 5,000 common shares and the gifting of 80 shares.

Summary

• Thomas A. South, Executive Vice President of Northern Trust Corp (NTRS), reported transactions involving the company's common stock.
• On December 11, 2025, South sold 5,000 shares of common stock at a weighted average price of $139.03 per share.
• The sale price for the common stock ranged from $138.83 to $139.13.
• On the same date, South gifted 80 shares of common stock at a price of $0.
• These transactions were made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
• Following these transactions, South directly beneficially owns 71,808 shares of common stock.
• This direct ownership includes 33,172 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock.
• Additionally, South indirectly owns 4,143.14 shares in a 401(k) plan as of September 30, 2025.

Sentiment

Score: 5

Explanation: Neutral, as it reports a pre-planned insider transaction (sale and gift) which is a routine disclosure for executives. The sale is under a 10b5-1 plan, indicating it's not a reaction to new information.

Positives

• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged sale rather than a reaction to immediate market conditions or new material non-public information.

Negatives

• An executive selling a significant number of shares, even if pre-planned, could be perceived negatively by some investors as a reduction in insider ownership.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders: May view the sale as a slight negative, but the 10b5-1 plan mitigates concerns about insider sentiment. The gift is a minor reduction in direct ownership and is generally not considered material.

Key Dates

Recommendation

The filing is a routine Form 4 reporting an executive's pre-planned sale and gift of company stock. The sale was executed under a Rule 10b5-1 plan, which suggests it was not based on new material non-public information. While insider sales can sometimes be viewed negatively, the pre-planned nature and the relatively small percentage of total shares owned by the executive make this a neutral event for investment decisions. It does not provide new fundamental information about the company's operations or future prospects to warrant a change in investment stance.

Keywords

Northern Trust, NTRS, Insider Transaction, Form 4, Stock Sale, Executive Compensation, Thomas A. South, Common Stock, Rule 10b5-1