Form 4: Northern Trust GC Reports Stock Award, Tax Withholding

Northern Trust's EVP and General Counsel, Susan Cohen Levy, reported the acquisition of 16,452 shares and the disposition of 7,130 shares for tax purposes.

Summary

• Susan Cohen Levy, Executive Vice President and General Counsel of Northern Trust Corp (NTRS), reported changes in her beneficial ownership.
• On February 17, 2026, she acquired 16,452 shares of common stock at a price of $0, which typically represents an equity award or grant.
• On the same date, she disposed of 7,130 shares of common stock at a price of $147.24 per share. This disposition is commonly for tax withholding purposes related to the stock award.
• These transactions were executed pursuant to a Rule 10b5-1(c) pre-arranged trading plan.
• Following these reported transactions, her direct beneficial ownership stands at 62,049 shares, which includes 20,277 stock units payable 1-for-1 in common stock.
• She also holds indirect beneficial ownership of 38,026 shares through a 2024 GRAT and 35,412 shares through an Irrevocable Trust where her spouse serves as trustee.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive event. The acquisition of shares through an award aligns executive interests with shareholders, while the disposition is a routine tax-related event, not indicative of a lack of confidence.

Positives

• The acquisition of 16,452 shares at $0 indicates an equity award, which aligns the executive's interests with those of shareholders.
• The transactions were conducted under a Rule 10b5-1 plan, suggesting a pre-planned and systematic approach to managing insider holdings, which can reduce concerns about opportunistic trading.

Negatives

• The disposition of 7,130 shares, even if for tax purposes, reduces the direct shareholding of the executive.

Future Outlook

No specific forward-looking statements or guidance were provided in this filing.

Industry Context

StockSavvy.ai notes that insider transactions, particularly those involving equity awards and tax-related dispositions under 10b5-1 plans, are common in the financial services industry as a form of executive compensation and wealth management. These filings provide transparency into executive holdings but typically do not reflect a change in strategic direction or operational performance.

Comparison to Industry Standards

• StockSavvy.ai observes that the use of Rule 10b5-1 plans for managing equity compensation is a standard practice among executives in large financial institutions like JPMorgan Chase, Bank of America, and Wells Fargo, ensuring compliance and reducing accusations of opportunistic trading.
• The acquisition of shares at a $0 price point is typical for restricted stock units (RSUs) or performance share units (PSUs) vesting, a common compensation structure across the industry.

Related Party Transactions

• Indirect beneficial ownership includes 35,412 shares held in an Irrevocable Trust where the reporting person's spouse is the trustee.

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with shareholders due to the equity award.
• Employees: No direct impact on general employees.
• Customers: No direct impact on customers.
• Suppliers: No direct impact on suppliers.
• Creditors: No direct impact on creditors.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation and tax obligations, executed under a pre-arranged 10b5-1 plan. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transactions are expected and do not signal a significant positive or negative shift for the stock.

Keywords

Northern Trust, NTRS, Susan Cohen Levy, Insider Trading, Form 4, Stock Award, Equity Compensation, General Counsel, Rule 10b5-1, Beneficial Ownership