NTRS 8-K Current Reports

Leadership ChangesRegulation FDExhibits & Filings

Northern Trust 8-K Report, Financial Results (Oct 21, 2026)

Northern Trust Corporation filed this Form 8-K on October 21, 2026 to furnish its third-quarter 2026 earnings release (Exhibit 99.1), an earnings presentation (Exhibit 99.2), and a Financial Trends report (Exhibit 99.3) for the three and nine months ended September 30, 2026. The company reported third-quarter net income of $642.9 million, or $3.40 per diluted common share, compared with $792.2 million ($4.23 per diluted share) in the second quarter of 2026 and $457.6 million ($2.29 per diluted share) in the third quarter of 2025. Third-quarter results included $48.7 million of pre-tax notable items, consisting of a $34.0 million gain on the sale of the guardianship services business and a $14.7 million incremental gain related to the second Visa Exchange Offer. Excluding notable items, management said revenues grew 11% year over year and pretax income rose 21%, while earnings per share increased 40%. Total revenue (FTE) was $2,302.1 million, down 15% from the prior quarter, which included a $525.4 million Visa-related gain, but up 13% from the prior-year quarter. Noninterest expense was $1,492.5 million, down 9% sequentially and up 5% year over year. Trust, investment and other servicing fees rose 8% year over year to $1,373.0 million, and total assets under custody/administration reached $19.9 trillion, up 9% from a year earlier. The company returned more than $1.5 billion to common shareholders year to date and declared a quarterly dividend of $0.88 per share, up from $0.80. The presentation also gives fourth-quarter 2026 guidance of 8-9% growth in net interest income and 6-7% growth in total revenue, both versus fourth-quarter 2025. Capital remained strong, with a standardized CET1 ratio of 12.4% at September 30, 2026, and all figures for the current quarter are preliminary until the Form 10-Q is filed.

Oct 21, 2026 8-K

Northern Trust 8-K Report, Executive Changes (Oct 20, 2026)

Northern Trust Corporation (Nasdaq: NTRS) filed a Form 8-K on October 20, 2026 reporting the appointment of Rima Qureshi as a director of the Corporation and of its principal subsidiary, The Northern Trust Company, effective that day. The Board appointed her to the Risk Committee and the Technology and Operations Committee. She will participate in the Non-Employee Director Compensation Plan and is eligible for the 2018 Deferred Compensation Plan for Non-Employee Directors, and will receive prorated equity awards through the 2027 Annual Meeting of Stockholders. The accompanying press release (Exhibit 99.1) describes Ms. Qureshi as former executive vice president and chief strategy officer of Verizon Communications Inc., where she joined in 2017. Previously she spent 23 years at Ericsson, serving as chief strategy officer and later chief executive officer of Ericsson North America. The release notes more than 15 years of public company board experience, including 15 years on the board of Mastercard Incorporated, and current board seats at BT Group plc, Loblaw Companies Limited and Swift. Chairman and CEO Michael O'Grady said her telecommunications, technology and regulated-industry experience will be valuable as the company works to strengthen Northern Trust, serve clients and pursue long-term growth. The filing contains no financial results or guidance. For context, the press release states that as of June 30, 2026, Northern Trust had assets under custody/administration of US$20.0 trillion and assets under management of US$2.0 trillion.

Oct 20, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

Northern Trust 8-K Report, Executive Changes (Sep 29, 2026)

Northern Trust Corporation filed an 8-K on September 29, 2026 to disclose that Chief Financial Officer David W. Fox, Jr. plans to retire. He informed the company on September 28, 2026 that he intends to retire effective on or around March 31, 2027. The company plans to conduct a search for its next Chief Financial Officer in preparation for the retirement. According to the accompanying press release (Exhibit 99.1), Fox intends to remain in his role through the end of the first quarter of 2027 to support an orderly transition. During this period, he is expected to continue leading Finance and work with Michael O'Grady, chairman and chief executive officer, and the leadership team to maintain continuity across financial, regulatory, investor and strategic priorities. The search will be comprehensive, covering both internal and external candidates. The press release describes Fox's background, including his tenure at Northern Trust since 2012, his roles overseeing global financial strategy as CFO and leading wealth management and institutional businesses earlier, and more than 25 years at JPMorgan before joining the firm. The release also notes that as of June 30, 2026, Northern Trust had assets under custody/administration of US$20.0 trillion and assets under management of US$2.0 trillion.

Sep 29, 2026 8-K

Northern Trust 8-K Report, Corporate Update (Aug 3, 2026)

Northern Trust Corporation announced on August 3, 2026 that it will redeem all outstanding shares of its Series D Non-Cumulative Perpetual Preferred Stock, along with the corresponding depositary shares, on October 1, 2026 (the Redemption Date). The filing states there are 5,000 outstanding preferred shares with a $100,000 liquidation preference per share, and 500,000 outstanding depositary shares, each representing a 1/100th interest in a preferred share. The depositary shares will be redeemed at $1,000.00 per depositary share. The redemption price does not include the regular quarterly dividend of $23.00 per depositary share, which was previously declared and will be paid on the Redemption Date to holders of record as of 5:00 p.m. Chicago time on September 15, 2026. After the Redemption Date, the preferred stock will no longer be deemed outstanding and no further dividends will be declared or payable on it. Equiniti Trust Company is serving as redemption agent, with payments to holders made through DTC. The press release states that it does not itself constitute a notice of redemption under the certificate of designation or the deposit agreement. The company also describes itself as a provider of wealth management, asset servicing, asset management and banking, with $20.0 trillion in assets under custody/administration and $2.0 trillion in assets under management as of June 30, 2026.

Aug 3, 2026 8-K

Shareholder MattersExhibits & Filings

Northern Trust 8-K Report, Financial Results (Jul 22, 2026)

Northern Trust Corporation reported second-quarter 2026 net income of $792.2 million, or $4.23 per diluted common share, compared with $525.5 million ($2.71) in the first quarter of 2026 and $421.3 million ($2.13) in the second quarter of 2025. Results included net favorable notable items: a $525.4 million pre-tax gain tied to the second Visa, Inc. Exchange Offer and a $73.9 million pre-tax loss on available-for-sale securities sold in a portfolio repositioning, against $145.6 million of pre-tax expense items (software dispositions of $61.5 million, severance of $51.0 million, and a one-time equity grant of $33.1 million). Total revenue (FTE) was $2,705.6 million, up 22% sequentially and 35% year over year, while noninterest expense rose to $1,638.6 million. Client assets grew, with assets under custody/administration reaching $20.0 trillion at June 30, 2026 (up 8% from March 31, 2026 and 11% from June 30, 2025) and assets under management reaching $1.97 trillion. The filing states that the company returned over $1 billion of capital to shareholders in the first half of the year, declared $148.8 million in common dividends in the quarter, and repurchased $350.6 million of common stock. The Board approved an $0.08 increase in the quarterly dividend, as stated in the CEO's commentary. Capital ratios remained above well-capitalized thresholds, with the standardized Common Equity Tier 1 ratio at 12.2%. The filing is furnished under Items 2.02 and 7.01, with the earnings press release (Exhibit 99.1), presentation materials (Exhibit 99.2), and a financial trends report (Exhibit 99.3) incorporated by reference. Management described the quarter as reflecting disciplined execution of its One Northern Trust strategy, and the company noted that Q2 client asset figures and regulatory capital figures remain preliminary until the Form 10-Q is filed.

Jul 22, 2026 8-K

Northern Trust 8-K Report, Shareholder Vote Results (Apr 22, 2026)

Northern Trust Corporation held its 2026 annual meeting of stockholders on April 21, 2026, with stockholders representing 168,937,566 shares, or 91.15% of common stock as of the February 23, 2026 record date, voting in person or by proxy. Stockholders elected all 13 director nominees to serve until the 2027 annual meeting or until their successors are elected and qualified. The meeting also covered an advisory vote on 2025 named executive officer compensation, approval of the 2026 Employee Stock Purchase Plan, and ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2026. All four proposals were approved. Several director nominees received notably higher opposition than others: Jay L. Henderson received 132,718,881 votes for and 25,905,084 against, the largest against count among the nominees, while Charles A. Tribbett III received 146,601,703 for and 12,208,879 against, and Donald Thompson and Susan Crown each received over 10 million against votes. The advisory say-on-pay proposal received 148,700,308 for and 9,443,599 against. The Employee Stock Purchase Plan received 158,350,319 for and 429,173 against, and KPMG's ratification received 160,991,571 for and 7,843,560 against. The filing contains no financial results, guidance, or transaction disclosures. Its only exhibit is the Inline XBRL cover page (Exhibit 104).

Apr 22, 2026 8-K

Northern Trust 8-K Report, Regulation FD Disclosure (Apr 21, 2026)

On April 21, 2026, Northern Trust Corporation furnished under Item 7.01 (Regulation FD Disclosure) the slides that Chairman and CEO Michael G. O'Grady presented at the company's Annual Meeting of Stockholders, attached as Exhibit 99.1. The information is furnished, not filed, and a webcast replay will be available for 30 days on the company's Investor Relations website. The presentation covers the company's strategic pillars (strengthening resiliency and managing risk, driving financial performance, and optimizing growth), its business unit updates, and 2025 results. The slides report 2025 GAAP revenue of $8,086.4 million, down 2% from 2024, and expense of $5,754.4 million, up 2%. Pre-tax income was $2,339.5 million, down 12%, with a 28.9% pre-tax margin, and diluted earnings per share were $8.74, down 11%. Excluding notable items, the company cites revenue growth of 7%, expense growth of 5%, pre-tax income growth of 13%, and diluted EPS growth of 17%. Return on average common equity was 14.4%. Total capital return was $1,874 million, with a payout ratio of 111%. Regulatory capital ratios as of December 31, 2025 were a Common Equity Tier 1 ratio of 12.6%, Tier 1 capital ratio of 13.5%, total capital ratio of 16.1%, and Tier 1 leverage ratio of 7.8%, each above the stated minimum requirements. The slides also update the company's medium-term financial targets: pre-tax margin of 33%, increased from greater than 30%; expense to trust fee ratio of 105-110%, unchanged; and return on equity in the mid-teens, increased from 13-15%. The company reports assets under custody/administration of $17 trillion and assets under management of $1.8 trillion, both as of December 31, 2025.

Apr 21, 2026 8-K

Northern Trust 8-K Report, Financial Results (Apr 21, 2026)

Northern Trust Corporation reported first-quarter 2026 net income of $525.5 million, or $2.71 per diluted common share, up from $392.0 million and $1.90 in the first quarter of 2025, and up from $466.0 million and $2.42 in the fourth quarter of 2025. Total revenue on a fully taxable equivalent basis was $2,213.2 million, up 14% year over year, while noninterest expense was $1,508.0 million, up 6% year over year. The company stated a pre-tax margin of 32.0% (FTE basis) and a return on average common equity of 17.4%, and said it returned 100% of its earnings to shareholders. Client assets were $18.6 trillion in assets under custody/administration and $1.8 trillion in assets under management as of March 31, 2026, with growth from the prior-year quarter attributed primarily to favorable markets and, for assets under management, net client inflows. Trust, investment and other servicing fees rose 11% year over year to $1,341.4 million, and foreign exchange trading income rose to $87.7 million, driven by market volatility. Net interest margin on an FTE basis was 1.75%, down from 1.81% in the fourth quarter of 2025 but up from 1.69% a year earlier. Capital remained strong, with a standardized Common Equity Tier 1 ratio of 12.0% at March 31, 2026, and the company declared $150.8 million in common dividends and repurchased $358.9 million of common stock during the quarter. The first-quarter figures for client assets, regulatory capital and related ratios are described in the filing as preliminary until the Form 10-Q is filed. The provision for credit losses was a $3.0 million benefit, and the company reported a 25.0% effective tax rate.

Apr 21, 2026 8-K

Northern Trust 8-K Report, Regulation FD Disclosure (Feb 10, 2026)

Northern Trust Corporation furnished a Form 8-K under Item 7.01 (Regulation FD Disclosure) to announce that Chief Financial Officer David W. Fox, Jr. and Michael Hunstad, Ph.D., President of Northern Trust Asset Management, would speak at the Bank of America Securities 2026 Financial Services Conference in Miami Beach on February 10, 2026, at approximately 12:10 p.m. ET. An audio webcast will be available live and for replay for 30 days. The information is furnished, not filed, under Section 18 of the Exchange Act. Exhibit 99.1 contains the slides for Northern Trust Asset Management (NTAM) that Dr. Hunstad presented. The slides state that NTAM had $1.4 trillion in assets under management as of December 31, 2025, with 960 partners across 16 global locations. The asset mix was 59% equity, 12% fixed income, 23% cash, 1% alternatives and 6% other/multi-asset. The slides also describe NTAM as the 19th largest investment manager worldwide, a top three provider of direct indexing and custom equity SMAs with about $150 billion in AUM, and a top five U.S. bond and equity index manager. The slides highlight 2025 operating activity, including 11 new ETFs launched, a 2.5x year-over-year increase in fundraising, more than $35 billion in net flows for the year, and 12 consecutive quarters of positive new flows. The slides also present projected market growth from 2024 to 2029 for U.S. ETFs, global privates and retail custom SMAs, and identify private markets, tax-advantaged equity and ETFs as growth priorities.

Feb 10, 2026 8-K

Northern Trust 8-K Report, Financial Results (Jan 22, 2026)

Northern Trust Corporation reported fourth-quarter 2025 net income of $466.0 million, or $2.42 per diluted common share, compared with $2.29 in the third quarter of 2025 and $2.26 in the fourth quarter of 2024. Results included notable items: $19.2 million (pre-tax) of expense related to Visa Class B swaps, and $49.3 million (pre-tax) of net noninterest expense notables, consisting of $58.8 million of severance-related charges partly offset by a $9.5 million release of the FDIC special assessment reserve. Total revenue on an FTE basis was $2,135.8 million, up 5% sequentially and 8% year over year, while noninterest expense rose to $1,497.3 million. Net interest income on an FTE basis increased 10% sequentially to $654.3 million, and the company cited higher deposits and lower funding costs. Chairman and CEO Michael O'Grady said the company achieved positive operating leverage and returned record capital to shareholders. For full-year 2025, net income was $1,736.9 million, or $8.74 per diluted share, down from $2.031.1 million in 2024 with diluted EPS of $9.77. Full-year total revenue on an FTE basis was $8,114.9 million, compared with $8,322.2 million in 2024, reflecting a large Other Operating Income of $1,157.4 million in 2024 that did not recur at the same level in 2025 ($207.7 million). Assets under custody/administration reached $18,716.1 million and assets under management reached $1,803.2 million at December 31, 2025, both up year over year. Common equity Tier 1 ratio under the standardized approach was 12.6%. The company declared $151.8 million in common dividends and repurchased $369.8 million of common stock in the quarter. The filing furnishes three exhibits: a press release with the earnings results, presentation materials covering a strategy update and fourth-quarter review, and a financial trends report with historical data. The company stated that the Q4 2025 client asset and regulatory capital figures are preliminary until its Form 10-K is filed.

Jan 22, 2026 8-K

Northern Trust 8-K Report, Corporate Update (Nov 19, 2025)

Northern Trust Corporation issued two series of notes on November 19, 2025 under an underwriting agreement dated November 12, 2025. The offering comprised $500,000,000 of 4.150% Senior Notes due 2030, which are unsecured and rank equally with the company's other existing and future senior debt and may not be redeemed before maturity, and $750,000,000 of 5.117% Fixed-to-Fixed Rate Subordinated Notes due 2040. The Senior Notes were issued under a seventh supplemental indenture and the Subordinated Notes under an eighth supplemental indenture, both to The Bank of New York Mellon Trust Company, N.A., as trustee, supplementing the base indenture dated May 8, 2017. The Subordinated Notes are subordinated unsecured obligations that rank junior to all depositors, general creditors and existing and future senior indebtedness. They bear a fixed 5.117% rate until November 19, 2035, the Subordinated Notes Reset Date, after which the rate resets to the Five-Year U.S. Treasury Rate plus 105 basis points. The company may redeem them in whole, but not in part, only on the reset date, at 100% of principal plus accrued interest. Both series pay interest semi-annually on May 19 and November 19, beginning May 19, 2026. The notes were offered under a shelf Registration Statement on Form S-3 (No. 333-291018) and a prospectus supplement dated November 12, 2025. The filing lists the underwriting agreement, supplemental indentures, form of notes, and a legal opinion of Sidley Austin LLP among its exhibits.

Nov 19, 2025 8-K

Northern Trust 8-K Report, Financial Results (Oct 22, 2025)

Northern Trust Corporation reported third-quarter 2025 net income of $457.6 million, or $2.29 per diluted common share, compared with $2.13 in the second quarter of 2025 and $2.22 in the third quarter of 2024. Total revenue on a fully taxable equivalent basis was $2,030.9 million, up 1% from the second quarter and 3% from the prior-year quarter. Trust, investment and other servicing fees rose 3% sequentially and 6% year over year to $1,265.5 million, driven by favorable markets, net new business and currency. The company stated its return on average common equity was 14.8%, at the high end of its target range, and that its fifth consecutive quarter of positive operating leverage was achieved. Noninterest expense was flat sequentially at $1,422.9 million and up 5% from the prior-year quarter, mainly from compensation, base pay adjustments and equipment and software. The provision for credit losses was a negative $17.0 million, a release, compared with a $16.5 million provision in the second quarter, reflecting improved macroeconomic factors. Net interest income on an FTE basis was $596.3 million, down 3% sequentially but up 5% year over year, and the net interest margin on an FTE basis was 1.70%. Assets under custody/administration reached $18.2 trillion and assets under management reached $1.8 trillion as of September 30, 2025, though the client asset figures for the current quarter are preliminary until the Form 10-Q is filed. Capital remained strong, with a standardized Common Equity Tier 1 ratio of 12.4% and a Tier 1 leverage ratio of 8.0% at September 30, 2025. During the quarter the company repurchased 2,164,198 shares at a total cost of $277.0 million and declared a quarterly dividend increased to $0.80 per share from $0.75. The filing furnishes, rather than files, the earnings release, presentation materials and financial trends report under Item 2.02 and Item 7.01.

Oct 22, 2025 8-K

Northern Trust 8-K Report, Executive Changes (Sep 3, 2025)

On September 3, 2025, Northern Trust Corporation announced that Michael Hunstad has been appointed President of Northern Trust Asset Management (NTAM), effective immediately, replacing Daniel E. Gamba. The filing reports this change under Item 5.02 (departure of directors or certain officers; appointment of certain officers). Hunstad will join Northern Trust's Management Group and report to Chief Executive Officer Michael O'Grady. The filing describes Hunstad as having held a range of senior leadership roles at Northern Trust since joining NTAM in 2012, most recently as Global Co-Chief Investment Officer. In that role he oversaw index, fundamental, quantitative, tax-advantaged, active, multi-asset class and alternative investment strategies, leading a global team of more than 300 professionals. Before Northern Trust, he was head of research at Breakwater Capital and head of quantitative asset allocation at Allstate Investments. O'Grady thanked Gamba for his contributions and said Hunstad's leadership is intended to enhance the asset management capabilities. The filing is a leadership transition notice and contains no financial results or guidance. As of June 30, 2025, the company stated it had assets under custody/administration of US$18.1 trillion and assets under management of US$1.7 trillion.

Sep 3, 2025 8-K

Northern Trust 8-K Report, Corporate Update (Jul 28, 2025)

Northern Trust Corporation filed a Form 8-K on July 28, 2025 (event date July 22, 2025) to report that its Board of Directors approved a new common stock repurchase authorization of up to $2.5 billion. The authorization permits repurchases of outstanding common stock from time to time, but does not obligate the company to buy any specific amount, and it has no expiration date. The new authorization replaces the previously announced October 19, 2021 authorization, under which approximately 4.8 million shares of repurchase capacity remained as of the date of the new authorization, after 572,709 shares were repurchased between July 1, 2025 and that date. All funds expected in connection with repurchases after the new authorization will count against the $2.5 billion Maximum Program Amount. The company expects to execute repurchases through open market transactions, block trades, privately negotiated transactions, and/or trading plans, including Rule 10b5-1 plans. Timing and volume will depend on price, corporate and regulatory requirements, market conditions, and other liquidity requirements and priorities, and the program may be modified, suspended or discontinued at any time.

Jul 28, 2025 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Northern Trust 8-K Report, Financial Results (Jul 23, 2025)

Northern Trust Corporation reported second-quarter 2025 net income of $421.3 million, or $2.13 per diluted common share, compared with $392.0 million ($1.90 per diluted share) in the first quarter of 2025 and $896.1 million ($4.34 per diluted share) in the second quarter of 2024. Total revenue on an FTE basis was $2,002.6 million, up from $1,945.6 million in the prior quarter and down from $2,722.4 million in the prior-year quarter, which included notable items such as a $878.4 million net gain from the Visa Exchange Offer. Trust, investment and other servicing fees rose to $1,231.1 million, and net interest income on an FTE basis increased to $615.2 million. Return on average common equity was 14.2%, and the expense-to-trust-fee ratio was 115%. Assets under custody/administration reached $18.07 trillion and assets under management reached $1.70 trillion at June 30, 2025, both up from the prior quarter and the prior-year quarter, driven mainly by favorable markets. Noninterest expense was $1,416.6 million, roughly flat sequentially and down from $1,533.9 million a year earlier, which included $182.2 million of restructuring and other notable charges. The provision for credit losses was $16.5 million, compared with $1.0 million in the first quarter, reflecting higher specific reserves on a small number of nonperforming loans and a worsening macroeconomic outlook. The company returned $485.6 million to common shareholders in the quarter through dividends and repurchases of 3,374,980 shares at a total cost of $339.4 million. Capital ratios remained above well-capitalized thresholds, with a standardized Common Equity Tier 1 ratio of 12.2% at June 30, 2025, preliminary until the Form 10-Q is filed. The filing furnishes the earnings press release, a presentation covering strategy and results, and a financial trends report as exhibits.

Jul 23, 2025 8-K

Northern Trust 8-K Report, Bylaw Amendment (Apr 23, 2025)

Northern Trust Corporation filed a Form 8-K reporting two matters from its April 22, 2025 Board and annual stockholder meeting. First, the Board approved amendments to the By-laws to reflect the formation of a Technology and Operations Committee, the dissolution of the Capital Governance Committee, and the renaming of the Business Risk Committee to the Risk Committee. The amended By-laws are attached as Exhibit 3.1. Second, at the 2025 Annual Meeting held in Chicago, Illinois, stockholders representing 179,564,369 shares, or 92.09% of common stock as of the February 24, 2025 record date, participated. All 13 director nominees were elected to serve until the 2026 annual meeting. Stockholders also approved, on an advisory basis, 2024 named executive officer compensation, and ratified KPMG LLP as the independent registered public accounting firm for fiscal 2025. Votes against were notable for some directors, including Susan Crown with 21,853,148 votes against and Jay L. Henderson with 20,920,883 votes against, along with Charles A. Tribbett III with 20,759,994 votes against. For investors, the filing shows routine governance actions: board committee restructuring and a shareholder vote that confirmed the full slate of directors, approved executive pay, and ratified the auditor. The filing does not contain financial results or operating metrics.

Apr 23, 2025 8-K

Northern Trust 8-K Report, Regulation FD Disclosure (Apr 22, 2025)

On April 22, 2025, Chairman and Chief Executive Officer Michael G. O'Grady spoke at Northern Trust Corporation's Annual Meeting of Stockholders. The slides he presented are furnished as Exhibit 99.1 under Item 7.01 (Regulation FD Disclosure). The filing states that this information is furnished and not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934. The presentation covers full-year 2024 financial performance, balance sheet and capital highlights, strategic objectives, critical enablers, and an appendix of notable items. For full-year 2024, the slides report noninterest income of $6,113 million (up 28%), net interest income of $2,177 million (up 10%), and total revenue of $8,290 million (up 22%). Total noninterest expense was $5,634 million (up 7%), provision for income taxes was $628 million (up 76%), and net income was $2,031 million (up 83%). Diluted earnings per share were $9.77 (up 92%), and return on average common equity was 17.4% (up 740 bps). The slides state that GAAP results include the impact of notable items. As of December 31, 2024, the slides show a Common Equity Tier 1 ratio of 12.4% under the Standardized Approach and 14.5% under the Advanced Approach, against a 4.5% minimum requirement. Tier 1 Capital was 13.3% and 15.6%, Total Capital was 15.1% and 17.4%, and the Tier 1 Leverage ratio was 8.1% against a 4.0% minimum. The appendix shows pre-tax notable items totaling $730.2 million in revenue and $194.7 million in expense for 2024, including a $865.6 million net gain related to the Visa, Inc. exchange offer, $(189.4) million of AFS securities losses, an $85.2 million severance charge, and a $70.0 million Northern Trust Foundation donation.

Apr 22, 2025 8-K

Northern Trust 8-K Report, Financial Results (Apr 22, 2025)

Northern Trust Corporation reported first-quarter 2025 net income of $392.0 million, or $1.90 per diluted common share, compared with $2.26 per diluted share in the fourth quarter of 2024 and $0.96 in the first quarter of 2024. Net income was $455.4 million in the prior quarter and $214.7 million in the prior-year quarter. Management cited the third consecutive quarter of positive operating leverage, with mid-single-digit growth in trust fees and net interest income year over year, and EPS excluding prior-year notables up 13%. Return on average common equity was 13.0%, and the company returned $435.4 million to common shareholders through dividends and share repurchases. Total revenue (FTE) was $1,945.6 million, down 1% sequentially and up 18% from the prior-year quarter. Trust, investment and other servicing fees were $1,213.8 million, and net interest income (FTE) was $573.7 million. Noninterest expense rose 3% sequentially to $1,417.6 million, driven by compensation tied to equity awards granted to retirement-eligible employees. Total assets under custody/administration reached $16.92 trillion and assets under management reached $1.61 trillion at March 31, 2025. Client asset figures for the quarter are preliminary until the Form 10-Q is filed. Capital ratios remained strong, with the Corporation's Common Equity Tier 1 ratio at 12.9% under the standardized approach and 15.3% under the advanced approach at March 31, 2025, both above well-capitalized requirements. The filing also reports net unrealized after-tax losses on available-for-sale securities of $527.1 million at quarter-end. The information is furnished under Items 2.02 and 7.01 and is not deemed filed for Section 18 purposes.

Apr 22, 2025 8-K/A

Northern Trust 8-K/A Report, Executive Changes (Feb 21, 2025)

Northern Trust Corporation filed this Form 8-K on February 21, 2025 to amend two earlier 8-K reports about board committee appointments. Under Item 5.02, the filing states that on February 19, 2025, the Board of Directors appointed Chandra Dhandapani to the Business Risk Committee, and appointed Robert E. Moritz and Richard M. Petrino to the Audit Committee. The amendments clarify that when the original Forms 8-K were filed (on May 29, 2024 and January 22, 2025), the Board had not yet determined the committees for these directors. The filing is administrative in nature and does not disclose financial results, financial statement figures, or changes to compensation arrangements. Its main significance for investors is governance: it documents the Board's committee assignments for these directors, which bears on oversight of audit and business risk matters. The only exhibit listed is Exhibit 104, the cover page of this report formatted in Inline XBRL.

Feb 21, 2025 8-K

Northern Trust 8-K Report, Financial Results (Jan 23, 2025)

Northern Trust Corporation reported fourth-quarter 2024 net income of $455.4 million, or $2.26 per diluted common share, compared with $464.9 million ($2.22 per diluted share) in the third quarter of 2024 and $113.1 million ($0.52 per diluted share) in the fourth quarter of 2023. Chairman and CEO Michael O'Grady described the quarter as reflecting progress under the One Northern Trust strategy, noting fourth-quarter fee revenue grew substantially year over year, supported by organic growth across all three businesses, and that the company generated a 15.3% return on common equity. Total revenue on a fully taxable equivalent basis was $1.97 billion, flat sequentially and up 26% from the prior-year quarter, while noninterest expense was $1.38 billion. Full-year 2024 net income was $2.03 billion, or $9.77 per diluted share, compared with $1.11 billion in 2023. Trust, investment and other servicing fees rose to $1.22 billion in the quarter, up 2% sequentially and 12% year over year, and total assets under custody/administration reached $16.79 trillion at December 31, 2024, while assets under management reached $1.61 trillion. Net interest income on an FTE basis was $574.3 million, with net interest margin of 1.71%, up from 1.59% a year earlier. The provision for credit losses was a negative $10.5 million, reflecting a decrease in both collective and individual reserves, and the company returned approximately $402.8 million to common shareholders through dividends and share repurchases during the quarter. The filing furnishes three exhibits: the earnings press release, presentation materials covering a strategic update and the quarterly results, and a Financial Trends report with historical financial detail. The company's capital ratios at December 31, 2024 remained above the well-capitalized thresholds, with a standardized Common Equity Tier 1 ratio of 12.4%. The company's stated medium-term targets include a 10-15% return on equity, a pre-tax margin above 30%, and an expense-to-trust-fee ratio of 105-110%.

Jan 23, 2025 8-K

Corporate ChangesExhibits & Filings

Northern Trust 8-K Report, Executive Changes (Jan 22, 2025)

Northern Trust Corporation (Nasdaq: NTRS) disclosed in this Form 8-K, filed January 22, 2025, that its Board of Directors elected two new directors. Robert Moritz, the former global chairman of PricewaterhouseCoopers, will join the board effective March 1, 2025. Richard Petrino, a former American Express Company executive, was elected effective January 22, 2025. Both were also elected as directors of The Northern Trust Company, the Corporation's principal subsidiary, with matching effective dates. The filing states that the Board has not yet determined which committees Messrs. Moritz and Petrino will join. Both will participate in the Corporation's Non-Employee Director Compensation Plan and may participate in the 2018 Deferred Compensation Plan for Non-Employee Directors. They will receive equity awards for service through the 2025 Annual Meeting of Stockholders, prorated for their appointment dates and consistent with annual awards to non-employee directors. The accompanying press release, Exhibit 99.1, announces the appointments and states that Chairman and CEO Michael O'Grady expects the new directors to bring strategic, global perspectives and financial expertise. The release also notes that as of September 30, 2024, Northern Trust had assets under custody/administration of US$17.4 trillion and assets under management of US$1.6 trillion.

Jan 22, 2025 8-K

Northern Trust 8-K Report, Bylaw Amendment (Nov 22, 2024)

Northern Trust Corporation filed this Current Report on Form 8-K to disclose an amendment and restatement of its By-laws, approved by the Board of Directors on November 19, 2024. The amendments address Rule 14a-19 under the Securities Exchange Act of 1934, commonly known as the Universal Proxy Rules, and set out procedural requirements for stockholders who intend to use them in proxy contests. The revised By-laws require nominating stockholders to state whether they intend to use the Universal Proxy Rules, and require stockholders relying on those rules to provide a written certification of compliance at least five business days before the applicable meeting. The By-laws also require stockholders to use a proxy card color other than white, which the filing states is reserved for the exclusive use of the Corporation, and give the Corporation a remedy if a stockholder fails to satisfy the Universal Proxy Rule requirements. The filing does not disclose financial results or any financial figures. The complete amended By-laws are filed as Exhibit 3.1, and the filing also includes the cover page in Inline XBRL as Exhibit 104.

Nov 22, 2024 8-K

Northern Trust 8-K Report, Financial Results (Oct 23, 2024)

Northern Trust Corporation reported third-quarter 2024 results on October 23, 2024, with net income of $464.9 million and diluted earnings per common share of $2.22, compared with $896.1 million and $4.34 in the second quarter of 2024 and $327.8 million and $1.49 in the third quarter of 2023. Third-quarter results included a $68.1 million pre-tax gain on the sale of an equity investment, recorded in Other Operating Income. Total revenue on a fully taxable equivalent basis was $1,975.6 million, down from $2,722.4 million in the prior quarter, which had included a large Visa-related gain, but up from $1,739.7 million a year earlier. Trust, investment and other servicing fees rose to $1,196.6 million, and net interest income on an FTE basis grew to $569.4 million. Client assets continued to grow. Assets under custody/administration reached $17.42 trillion and assets under management reached $1.62 trillion at September 30, 2024, both up year over year. Noninterest expense was $1,359.4 million, and the provision for credit losses was $8.0 million, reflecting an increase in collective and individual reserves, including the default of one commercial and institutional loan. The company returned approximately $453.0 million to common shareholders through dividends and share repurchases during the quarter, repurchasing 3,463,546 shares at a total cost of $301.4 million. Capital ratios remained above well-capitalized thresholds at both the holding company and The Northern Trust Company, and the company stated that the Q3 client assets and capital ratios are preliminary until the Form 10-Q is filed. The filing furnishes the earnings press release (Exhibit 99.1), presentation materials (Exhibit 99.2) and a financial trends report (Exhibit 99.3) under Items 2.02 and 7.01 and states that these are not deemed filed for purposes of Section 18 of the Exchange Act.

Oct 23, 2024 8-K

Northern Trust 8-K Report, Executive Changes (Sep 10, 2024)

Northern Trust Corporation announced leadership changes in an 8-K filed September 10, 2024, with all changes effective October 1, 2024. Peter B. Cherecwich, currently President – Asset Servicing, will become Chief Operating Officer, a newly created role focused on operational excellence, resiliency, risk management and controls, and scalable growth. Teresa Parker, most recently President – Europe, Middle East, and Africa, will defer her previously announced retirement and serve as President – Asset Servicing. Steven L. Fradkin, currently President – Wealth Management, will become Vice Chairman, where he will seek to enhance growth initiatives and deepen connections across the client franchise. Chief Financial Officer Jason J. Tyler will become President – Wealth Management, and David W. Fox, Jr., currently President – Global Family & Private Investment Offices, will become Chief Financial Officer. The press release states that a successor to Fox in his current role will be named soon. Chairman and CEO Michael O'Grady framed the changes as part of the "One Northern Trust strategy designed to optimize growth, strengthen resiliency and drive productivity." The filing discloses no financial results or compensation terms for these appointments.

Sep 10, 2024 8-K

Northern Trust 8-K Report, Financial Results (Jul 17, 2024)

Northern Trust Corporation reported second-quarter 2024 net income of $896.1 million, or $4.34 per diluted common share, compared with $214.7 million ($0.96 per diluted share) in the first quarter of 2024 and $331.8 million ($1.56 per diluted share) in the second quarter of 2023. The results were heavily affected by a $878.4 million net gain related to the Visa transaction, which was partly offset by $196.3 million of restructuring charges and other notable items, including $85.2 million of severance-related charges and a $70.0 million charitable commitment to the Northern Trust Foundation. Total revenue on a fully taxable equivalent basis rose to $2.72 billion from $1.65 billion in the prior quarter, while noninterest expense increased to $1.53 billion from $1.36 billion. Excluding the notable items, the underlying picture was steadier. Trust, investment and other servicing fees were $1.17 billion, up 2% sequentially and 6% from the prior-year quarter, driven primarily by favorable markets. Net interest income on a fully taxable equivalent basis was $529.8 million, and the net interest margin fell to 1.57% from 1.61% in the first quarter due to an unfavorable deposit mix. Total assets under custody/administration reached $16.57 trillion and assets under management reached $1.53 trillion as of June 30, 2024. The company's Common Equity Tier 1 ratio under the standardized approach was 12.6%, and it returned approximately $405.1 million to common shareholders through dividends and share repurchases. The filing furnishes the earnings press release, a presentation and a financial trends report under Regulation FD and Item 2.02, and these materials are not deemed filed under Section 18 of the Exchange Act. The company also held a live earnings conference call and webcast on July 17, 2024.

Jul 17, 2024 8-K

Northern Trust 8-K Report, Executive Changes (May 29, 2024)

Northern Trust Corporation (Nasdaq: NTRS) filed this Form 8-K on May 29, 2024 to report the election of Chandra Dhandapani to its Board of Directors. The Board elected her as a director of the Corporation on that date, and she was also elected a director of The Northern Trust Company, the Corporation's principal subsidiary. The Board has not yet determined which committees she will join. As a non-employee director, Dhandapani will participate in the Corporation's Non-Employee Director Compensation Plan and will be eligible for its 2018 Deferred Compensation Plan for Non-Employee Directors, both described in the most recent proxy statement. She will receive equity awards for service through the 2025 Annual Meeting of Stockholders, consistent with annual awards to non-employee directors and prorated for the effective date of her appointment. The accompanying press release describes Dhandapani as a senior advisor at CBRE Group, Inc. who previously served as CEO of CBRE's Global Workplace Solutions segment and as a senior technology executive at Capital One Financial for 17 years. The filing quotes Chairman and CEO Michael O'Grady saying her technology, management and financial industry experience will benefit the company. The filing reports no financial results.

May 29, 2024 8-K

Shareholder Matters

Northern Trust 8-K Report, Shareholder Vote Results (Apr 19, 2024)

Northern Trust Corporation filed this Current Report on Form 8-K to disclose the voting results of its 2024 annual meeting of stockholders, held April 16, 2024, in Chicago, Illinois. Stockholders representing 187,173,557 shares, or 91.74% of common stock as of the February 26, 2024 record date, voted in person or by proxy. The meeting covered three proposals: the election of 11 directors, an advisory vote on 2023 named executive officer compensation, and ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2024. All 11 director nominees were elected to serve until the 2025 annual meeting or until their successors are elected and qualified. The advisory vote approving 2023 named executive officer compensation passed, with 166,292,990 votes for and 9,010,669 against. The appointment of KPMG LLP for 2024 was ratified with 180,888,622 votes for and 6,170,375 against. Stockholders also considered a stockholder proposal to ascertain voting preferences, which was defeated with 10,383,014 votes for, 162,062,870 against, and 3,240,091 abstentions. Broker non-votes totaled 11,487,582 on the director elections and the compensation vote, and the filing reports no broker non-votes on the KPMG ratification.

Apr 19, 2024 8-K/A

Northern Trust 8-K/A Report, Financial Results (Apr 17, 2024)

Northern Trust Corporation reported first quarter 2024 net income of $214.7 million, or $0.96 per diluted common share, compared with $113.1 million ($0.52 per share) in the fourth quarter of 2023 and $334.6 million ($1.51 per share) in the first quarter of 2023. The results were materially affected by a $189.4 million pre-tax loss on available-for-sale debt securities sold in a portfolio repositioning, which reduced after-tax earnings by $141.5 million, and a $12.5 million pre-tax increase in the FDIC special assessment. Total revenue on a fully taxable equivalent basis was $1,654.1 million, up 6% sequentially and down 6% from the prior-year quarter. Trust, investment and other servicing fees rose to $1,142.9 million, up 5% sequentially and 7% year over year, supported mainly by favorable markets. Noninterest expense was $1,364.7 million, down 2% sequentially. Net interest income on a fully taxable equivalent basis increased 7% sequentially to $535.4 million, with the net interest margin at 1.61%, reflecting higher deposit levels and interest rates. Assets under custody/administration reached $16.47 trillion and assets under management $1.50 trillion at March 31, 2024, and the Corporation returned about $285.4 million to common shareholders through dividends and share repurchases. Capital ratios remained above well-capitalized thresholds. This Form 8-K/A was filed solely to add the missing signature of the Chief Financial Officer and otherwise repeats the original April 16, 2024 filing, which furnished the earnings press release, presentation materials and financial trends report as Exhibits 99.1 through 99.3.

Apr 17, 2024 8-K

Northern Trust 8-K Report, Regulation FD Disclosure (Apr 16, 2024)

On April 16, 2024, Chairman and Chief Executive Officer Michael G. O'Grady spoke at Northern Trust Corporation's Annual Meeting of Stockholders, and the Corporation furnished the slides he presented as Exhibit 99.1. A webcast replay is available for 30 days from the presentation date through the Investor Relations section of the company's website. The filing states that the information is furnished under Item 7.01 and is not deemed "filed" for purposes of Section 18 of the Exchange Act. The slides report full-year 2023 results. Noninterest income was $4,792 million (down 2%), net interest income was $1,982 million (up 5%), and total revenue was $6,774 million. Total noninterest expense rose 6% to $5,284 million, and net income fell 17% to $1,107 million. Diluted EPS was $5.08 compared with $6.14 in 2022, and return on average common equity was 10.0% compared with 12.7%. The slides identify 2023 notable items, including an $84.6 million FDIC special assessment, a $38.7 million severance-related charge, a $25.6 million client capability charge, a $12.8 million occupancy charge, and $(169.5) million of net investment security gains. As of December 31, 2023, the slides show regulatory capital ratios on the standardized approach of 11.4% for Common Equity Tier 1, 12.3% for Tier 1 capital, 14.2% for total capital, and 8.1% for Tier 1 leverage, all above stated minimum requirements. The presentation also cites $1.4 trillion in assets under management, $1.1 trillion in wealth management client assets and liabilities, and $15.4 trillion in assets under custody/administration, and it outlines strategic objectives to strengthen resiliency, drive productivity, and optimize growth.

Apr 16, 2024 8-K

Northern Trust 8-K Report, Financial Results (Apr 16, 2024)

Northern Trust Corporation reported first quarter 2024 net income of $214.7 million, or $0.96 per diluted common share, compared with $113.1 million ($0.52 per share) in the fourth quarter of 2023 and $334.6 million ($1.51 per share) in the first quarter of 2023. The results were weighed down by a $189.4 million pre-tax loss on available-for-sale debt securities sold in a portfolio repositioning and a $12.5 million pre-tax increase to the FDIC special assessment. Total revenue (FTE) was $1,654.1 million, up 6% sequentially but down 6% from the prior-year quarter. Trust, investment and other servicing fees rose 5% sequentially and 7% year over year to $1,142.9 million, supported by favorable markets, and total assets under custody/administration reached $16.47 trillion. Net interest income (FTE) increased 7% sequentially to $535.4 million on higher deposit levels and interest rates, though it declined 2% from the prior-year quarter on higher funding costs. Noninterest expense fell 2% sequentially to $1,364.7 million, while the effective tax rate rose to 26.1%. The company declared $153.4 million in common dividends and repurchased $132.0 million of common stock. Capital ratios remained above well-capitalized thresholds, with a standardized Common Equity Tier 1 ratio of 11.4% at March 31, 2024. The filing furnishes three exhibits: the earnings press release, presentation materials for the quarterly earnings review, and a Financial Trends report with historical quarterly data. The information is furnished rather than filed under Section 18 of the Exchange Act.

Apr 16, 2024 8-K

Other Events

Northern Trust 8-K Report, Corporate Update (Mar 6, 2024)

Northern Trust Corporation (NTRS) filed a Form 8-K on March 6, 2024 under Item 8.01 (Other Events) to disclose a court ruling involving its indirect subsidiary, Northern Trust Fiduciary Services (Guernsey) Limited ("NTFS"). NTFS was among the defendants in a re-trial at a French appellate court on a charge of complicity in estate tax fraud related to the administration of two trusts for which NTFS serves as trustee. On March 5, 2024, the French court convicted all defendants, including NTFS, and ordered NTFS to pay a fine of €187,500. The court also ordered that certain of those convicted, including NTFS, are jointly and severally liable for the allegedly unpaid estate taxes, plus penalties and interest. The aggregate amount is to be determined in a separate proceeding before the tax courts, which is currently expected to occur in late March 2024. The filing states that NTFS provided no tax advice and was not involved in preparing or filing the challenged estate tax returns, and that it believes it acted in accordance with all applicable laws and fully complied with its fiduciary duties. NTFS filed an appeal of the judgement on March 5, 2024. Under applicable law, the filing of that appeal stays the judgement and its effects, including the fine and joint and several liability, pending the outcome of the appeal.

Mar 6, 2024 8-K

Northern Trust 8-K Report, Financial Results (Jan 18, 2024)

Northern Trust Corporation reported fourth-quarter 2023 net income of $113.1 million, or $0.52 per diluted common share, compared with $327.8 million ($1.49 per share) in the third quarter of 2023 and $155.7 million ($0.71 per share) in the fourth quarter of 2022. The quarter included a $176.4 million pre-tax loss on available-for-sale debt securities sold in a portfolio repositioning and an $84.6 million pre-tax FDIC special assessment. Total revenue (FTE) was $1,563.3 million, down from $1,739.7 million in the prior quarter but up from $1,534.5 million a year earlier. Noninterest expense rose to $1,388.5 million from $1,278.2 million in the third quarter. Trust, investment and other servicing fees were $1,090.0 million, and assets under custody/administration reached $15.40 trillion at year-end. For full-year 2023, net income was $1,107.3 million, or $5.08 per diluted share, versus $1,336.0 million ($6.14) in 2022. Total assets were $150.78 billion at December 31, 2023, and the company returned approximately $302.4 million to common shareholders in the quarter through dividends and share repurchases. Capital ratios remained above well-capitalized thresholds, with a standardized Common Equity Tier 1 ratio of 11.4% at year-end. The company stated that client assets and capital ratios for the quarter are preliminary until its Form 10-K is filed. The 8-K furnishes the earnings press release (Exhibit 99.1), presentation materials (Exhibit 99.2) and a financial trends report (Exhibit 99.3), and states that the information is furnished rather than filed under Section 18 of the Exchange Act. Management said it is focused on accelerating profitable organic growth, maintaining expense discipline and improving operating model resiliency.

Jan 18, 2024 8-K

Northern Trust 8-K Report, Executive Changes (Dec 6, 2023)

Northern Trust Corporation's Board of Directors, on December 6, 2023, elected John P. Landers to serve as Controller of the Corporation, effective that day. Mr. Landers assumes the Controller role from Lauren E. Allnutt, who will serve as Chief Audit Executive. Both officers will serve for the term provided in the Corporation's By-laws. Mr. Landers, age 51, first joined Northern Trust in 2003 and has served as Chief Productivity Officer since January 2023. Previously, he served as Chief Financial Officer of Asset Servicing from 2015 to January 2023. The filing is a notice of an officer appointment under Item 5.02 and includes only the Inline XBRL cover page as an exhibit. It does not disclose financial results, compensation terms, or other financial metrics.

Dec 6, 2023 8-K

Northern Trust 8-K Report, Financial Results (Oct 18, 2023)

Northern Trust Corporation furnished this Form 8-K on October 18, 2023 to report its third-quarter 2023 earnings for the three and nine months ended September 30, 2023. Net income for the quarter was $327.8 million, or $1.49 per diluted common share, compared with $331.8 million and $1.56 per diluted share in the second quarter of 2023 and $394.8 million and $1.80 per diluted share in the third quarter of 2022. Total revenue (FTE) was $1,739.7 million, and noninterest expense was $1,278.2 million, down from $1,331.9 million in the prior quarter. Trust, investment and other servicing fees rose to $1,111.9 million, and the company cited trust growth, new client business and productivity initiatives. Net interest income (FTE) fell to $469.4 million from $524.6 million, and the net interest margin (FTE) declined to 1.45% from 1.57%, which management attributed mainly to higher funding costs and lower average earning assets. Client assets were $14,164.7 billion in assets under custody/administration and $1,333.3 billion in assets under management at September 30, 2023, both reported as preliminary until the Form 10-Q is filed. The company's common equity Tier 1 ratio on the standardized approach was 11.4%, and its Tier 1 leverage ratio was 7.9%, both described as strong and above well-capitalized thresholds. Provision for credit losses was $14.0 million, compared with a release of $15.5 million in the prior quarter, reflecting reserve increases tied to certain commercial real estate and commercial and institutional loans. The quarter's noninterest expense benefited from lower compensation after $36.7 million of severance charges in the second quarter, though investors should note the continued pressure on net interest income and margin. The release also included supplemental financial trend data and presentation materials, which are furnished rather than filed.

Oct 18, 2023 8-K

Northern Trust 8-K Report, Financial Results (Jul 19, 2023)

Northern Trust Corporation reported second-quarter 2023 net income of $331.8 million, or $1.56 per diluted common share, compared with $1.51 in the first quarter of 2023 and $1.86 in the second quarter of 2022. Results included $38.7 million of pre-tax severance-related charges and a $25.6 million pre-tax charge for the write-off of an investment in a client capability. Total revenue (FTE) was $1,770.2 million, up from $1,757.8 million in the prior quarter and down from $1,779.8 million a year earlier. Noninterest expense rose to $1,331.9 million from $1,285.6 million sequentially, and the company recorded a release of credit losses of $15.5 million. Client assets grew, with total assets under custody/administration reaching $14.48 trillion and assets under management $1.37 trillion at June 30, 2023, though these figures are preliminary until the Form 10-Q is filed. Trust, investment and other servicing fees increased sequentially to $1,096.3 million but declined from the prior-year quarter. Net interest income (FTE) fell sequentially to $524.6 million as average earning assets decreased, while the net interest margin (FTE) was 1.57%, versus 1.62% in the first quarter and 1.35% a year earlier. The company returned approximately $257.1 million to common shareholders through dividends and share repurchases during the quarter, declaring $157.8 million in common dividends and repurchasing shares at a total cost of $99.3 million. Capital ratios remained above well-capitalized requirements at June 30, 2023, with a standardized Common Equity Tier 1 Capital ratio of 11.3% for the holding company. The return on average common equity was 12.4%, in the middle of management's target range according to the CEO.

Jul 19, 2023 8-K

Northern Trust 8-K Report, Regulation FD Disclosure (Jun 12, 2023)

Northern Trust Corporation (NTRS) filed this Form 8-K on June 12, 2023 under Item 7.01 (Regulation FD Disclosure) to furnish slides for a presentation at the Morgan Stanley Financials, Payments and CRE Conference in New York. Jason J. Tyler, Executive Vice President and Chief Financial Officer, and Thomas A. South, Executive Vice President and Chief Information Officer, were scheduled to speak at approximately 1:45 p.m. ET (12:45 p.m. CT). An audio webcast was to be available live and for replay for 30 days from the presentation date via the Investor Relations section of the company's website. The attached presentation, Exhibit 99.1, is titled "Northern Trust Information Technology Overview" and focuses on the company's technology operations rather than financial results. It states that, as of March 31, 2023, the firm managed 26,500 laptops, 3,500 desktops, 2,500 applications (46% high risk and 10% critical) and 3,600+ network devices. Technology spend is broken into Core Infrastructure & Modernization, Risk and Information Security, and Business-Driven categories, with total technology expense shown as $0.9 billion in 2020, $1.0 billion in 2021, $1.2 billion in 2022 and $1.3 billion forecast for 2023. The filing states that the information is furnished and not deemed "filed" under Section 18 of the Securities Exchange Act of 1934. It contains no financial results, guidance or earnings data.

Jun 12, 2023 8-K

Shareholder Matters

Northern Trust 8-K Report, Shareholder Vote Results (Apr 27, 2023)

Northern Trust Corporation filed this Form 8-K to report the voting results of its 2023 annual meeting of stockholders, held April 25, 2023, in Chicago, Illinois. Stockholders representing 191,748,710 shares, or 92.29% of common stock as of the February 27, 2023 record date, voted in person or by proxy. The filing does not contain financial results, guidance, or other operating disclosures. At the meeting, all 12 director nominees were elected to serve until the 2024 annual meeting or until their successors are elected and qualified. Stockholders approved, on an advisory basis, the 2022 named executive officer compensation, with 175,807,644 votes for and 5,495,682 against. KPMG LLP was ratified as the independent registered public accounting firm for fiscal 2023, with 182,785,001 votes for and 8,826,507 against. On the frequency of advisory votes on executive compensation, stockholders recommended an annual vote, with 177,443,991 votes for one year, 3,841,281 for three years, and 184,802 for two years. Following the meeting, the Board agreed to hold the advisory vote annually until the next required frequency vote.

Apr 27, 2023 8-K

Northern Trust 8-K Report, Regulation FD Disclosure (Apr 25, 2023)

Northern Trust Corporation furnished this Form 8-K under Item 7.01 (Regulation FD Disclosure) to provide slides presented by Chairman and CEO Michael G. O'Grady at the company's Annual Meeting of Stockholders on April 25, 2023. The filing states the presentation is available as a webcast replay for 30 days on the Investor Relations section of the company's website. The information is furnished rather than filed for purposes of Section 18 of the Exchange Act. The attached slides report fiscal year 2022 results. Noninterest income was $4,874 million, down 4%, while net interest income was $1,887 million, up 36%. Total revenue reached $6,761 million, up 5% versus 2021. Total noninterest expense was $4,983 million, up 10%, and net income was $1,336 million, down 14%. Diluted earnings per share were $6.14 compared with $7.14 in 2021, and return on average common equity was 12.7% versus 13.9%. Regulatory capital ratios as of December 31, 2022 were a Common Equity Tier 1 ratio of 10.8% under the Standardized Approach and 11.5% under the Advanced Approach, a Tier 1 Capital ratio of 11.8% and 12.5%, a Total Capital ratio of 13.9% and 14.5%, and a Tier 1 Leverage ratio of 7.1% under both approaches. The slides also include strategic themes around exceeding client expectations, enhancing the partner experience, driving growth, improving productivity, and strengthening the foundation.

Apr 25, 2023 8-K

Northern Trust 8-K Report, Financial Results (Apr 25, 2023)

Northern Trust Corporation reported first-quarter 2023 net income of $334.6 million, or $1.51 per diluted common share, compared with $155.7 million ($0.71 per diluted share) in the fourth quarter of 2022 and $389.3 million ($1.77 per diluted share) in the first quarter of 2022. Total revenue (FTE) was $1,757.8 million, up 15% sequentially and 2% year over year. The quarter's results were helped by the absence of the prior quarter's $213.0 million pre-tax loss on securities intended for sale. Return on average common equity was 12.4%, compared with 5.9% in the fourth quarter of 2022 and 14.2% in the first quarter of 2022. The CEO stated that recent disruptions in the banking sector reinforced the company's stability, and that new and existing clients turned to the company for liquidity during market stress. Trust, investment and other servicing fees were $1,063.6 million, up 2% sequentially but down 9% from the prior-year quarter. Assets under custody/administration reached $14.17 trillion, up 4% sequentially and down 9% year over year, and assets under management reached $1.33 trillion. Noninterest expense fell 3% sequentially to $1,285.6 million but rose 7% year over year. Net interest income (FTE) was $544.4 million, with a net interest margin (FTE) of 1.62%. The provision for credit losses was $15.0 million, and the Common Equity Tier 1 capital ratio under the standardized approach was 11.3%. During the quarter, the company returned approximately $259.5 million to common shareholders through dividends and share repurchases. The company furnished this Form 8-K with an earnings press release, presentation materials, and a financial trends report for the quarter ended March 31, 2023, all of which are incorporated by reference. Under Item 9.01, these materials are furnished rather than filed for purposes of Section 18 of the Exchange Act.

Apr 25, 2023 8-K

Corporate ChangesExhibits & Filings

Northern Trust 8-K Report, Financial Results (Jan 19, 2023)

Northern Trust Corporation reported fourth-quarter 2022 net income of $155.7 million, or $0.71 per diluted common share, compared with $394.8 million ($1.80 per diluted share) in the third quarter of 2022 and $406.4 million ($1.91 per diluted share) in the fourth quarter of 2021. The results include $265.8 million of pre-tax charges, most notably $213.0 million of pre-tax available-for-sale security losses recognized in conjunction with an intent to sell, along with $32.0 million of severance-related charges, $14.0 million of occupancy charges related to early lease exits, and a $6.8 million pension settlement charge. Chairman and CEO Michael O'Grady said the quarter reflected strong year-over-year growth in net interest income, which more than offset lower trust fees, and that the charges relate to a repositioning of the securities portfolio and steps to optimize the cost base. Total revenue on a fully taxable equivalent basis was $1,534.5 million, down from $1,677.0 million in the prior-year quarter, while noninterest expense rose to $1,323.6 million from $1,168.9 million. Net interest income on an FTE basis was $550.0 million, up from $370.6 million a year earlier, and the net interest margin (FTE) was 1.63%. Trust, investment and other servicing fees were $1,042.1 million, and assets under custody/administration totaled $13.60 trillion at December 31, 2022, versus $16.25 trillion a year earlier. Capital ratios remained above well-capitalized thresholds, with a Common Equity Tier 1 ratio of 10.8% on the standardized approach as of December 31, 2022, which the company describes as preliminary pending its Form 10-K. The filing furnishes, rather than files, the earnings press release, a presentation and a financial trends report, which are attached as Exhibits 99.1, 99.2 and 99.3. Management also noted that the securities sold in the repositioning were sold in January 2023, and that $2.1 billion of non-high-quality liquid asset available-for-sale debt securities were sold in early 2023.

Jan 19, 2023 8-K

Northern Trust 8-K Report, Bylaw Amendment (Nov 18, 2022)

Northern Trust Corporation filed this Form 8-K on November 18, 2022 to report amendments to its By-laws. The Board of Directors approved the changes on November 15, 2022, and they took effect immediately. The filing contains no financial results, earnings, or financial statements; it is a governance update. The principal substantive change is renaming the "Compensation and Benefits Committee" of the Board to the "Human Capital and Compensation Committee" wherever it appears in the By-laws. The amendments also include minor administrative and technical revisions, including provisions that explicitly allow Board and/or stockholder meetings to be held in a virtual format in accordance with applicable law. For investors, this filing is administrative in nature and does not describe changes to shareholder rights, capital structure, or financial condition. The full amended By-laws are filed as Exhibit 3.1, which the filing incorporates by reference for the complete text.

Nov 18, 2022 8-K

Northern Trust 8-K Report, Corporate Update (Nov 2, 2022)

Northern Trust Corporation issued $1,000,000,000 of its 6.125% Subordinated Notes due 2032 on November 2, 2022, in a public offering under an underwriting agreement dated October 26, 2022, with Citigroup Global Markets Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC and Loop Capital Markets LLC as representatives of the underwriters. The Notes were issued under a 2017 indenture as supplemented by a sixth supplemental indenture dated November 2, 2022, with The Bank of New York Mellon Trust Company, National Association, as trustee. The Notes are subordinated unsecured obligations that rank junior to all of the Company's depositors, general creditors and existing and future senior indebtedness. They mature on November 2, 2032, and bear interest at 6.125% per year, payable semi-annually in arrears on May 2 and November 2, beginning May 2, 2023. On or after August 2, 2032, the Company may redeem the Notes, in whole or in part, at 100% of principal plus accrued and unpaid interest. The Notes were offered under the Company's shelf Registration Statement on Form S-3 (Registration No. 333-240299), filed August 3, 2020, and a prospectus supplement dated October 26, 2022. The filing also lists Mayer Brown LLP's validity opinion and related exhibits.

Nov 2, 2022 8-K

Northern Trust 8-K Report, Financial Results (Oct 19, 2022)

Northern Trust Corporation reported third-quarter 2022 net income of $394.8 million, or $1.80 per diluted common share, compared with $1.86 in the second quarter of 2022 and $1.80 in the third quarter of 2021. Total revenue on a fully taxable equivalent basis was $1,767.1 million, down 1% from the prior quarter and up 7% year over year. Management attributed the year-over-year revenue growth to the elimination of money market fee waivers and higher interest rates, which more than offset market and currency-related declines in trust fees. Noninterest expense rose 9% year over year to $1,229.8 million, driven by higher headcount and inflationary cost pressures. Net interest income on an FTE basis increased 47% year over year to $525.3 million, and the net interest margin rose to 1.58% from 1.35% in the prior quarter. Trust, investment and other servicing fees declined 6% sequentially to $1,078.7 million, reflecting unfavorable markets and lower client asset levels. Total assets under custody/administration fell 19% year over year to $12.82 trillion, and assets under management fell 21% to $1.21 trillion as of September 30, 2022. The filing notes that the current-quarter client asset figures are preliminary until the Form 10-Q is filed. Capital remained strong, with the standardized Common Equity Tier 1 ratio at 10.1%, and the company increased its quarterly common dividend to $0.75 per share from $0.70. The provision for credit losses was $0.5 million, reflecting a larger collective-basis reserve driven by a weaker macroeconomic outlook, partially offset by credit quality improvements. The filing also notes an accounting reclassification beginning in the first quarter of 2022 that increased trust fees by $15.6 million in the quarter without affecting net income.

Oct 19, 2022 8-K

Northern Trust 8-K Report, Financial Results (Jul 20, 2022)

Northern Trust Corporation reported second-quarter 2022 net income of $396.2 million, or $1.86 per diluted common share, compared with $389.3 million ($1.77 per diluted share) in the first quarter of 2022 and $368.1 million ($1.72 per diluted share) in the second quarter of 2021. Total revenue (FTE) was $1,779.8 million, up 12% year over year and 3% sequentially. Return on average common equity was 15.7%, versus 14.2% in the prior quarter and 13.7% a year earlier. Growth was driven mainly by net interest income, which rose 37% year over year to $469.8 million (FTE) on a higher net interest margin of 1.35%. Trust, investment and other servicing fees increased 6% year over year to $1,143.4 million, helped by the elimination of money market fee waivers and new business. Noninterest expense rose 9% to $1,223.6 million. Client assets declined sharply, with assets under custody/administration at $13.73 trillion (down 13% year over year) and assets under management at $1.30 trillion (down 15%). The filing states that client assets and capital ratios for the quarter are preliminary until the Form 10-Q is filed. The company's Common Equity Tier 1 ratio under the standardized approach was 10.5% at June 30, 2022, versus 12.0% a year earlier, and the Board increased the quarterly dividend 7% to $0.75 per share for the third quarter. The filing also notes a $20.3 million pension settlement charge and a 26.7% effective tax rate in the quarter. The results are furnished under Items 2.02 and 7.01, with the earnings press release, presentation materials and a financial trends report attached as Exhibits 99.1 to 99.3.

Jul 20, 2022 8-K

Northern Trust 8-K Report, Corporate Update (May 10, 2022)

On May 10, 2022, Northern Trust Corporation issued $1,000,000,000 of 4.00% Senior Notes due 2027 in a public offering. The notes were sold under an underwriting agreement dated May 5, 2022, with Wells Fargo Securities, LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, Loop Capital Markets LLC and Siebert Williams Shank & Co., LLC acting as representatives of the underwriters. The issuance was made under an indenture dated May 8, 2017, as supplemented by a fifth supplemental indenture dated May 10, 2022, with The Bank of New York Mellon Trust Company, National Association, as trustee. The notes are unsecured obligations that rank equally with all of the company's existing and future senior debt. They mature on May 10, 2027, and bear interest at 4.00% per year, payable semi-annually in arrears on May 10 and November 10, beginning November 10, 2022. On or after April 10, 2027, the company may redeem the notes in whole or in part at 100% of principal plus accrued and unpaid interest. The offering was made under the company's shelf Registration Statement on Form S-3 (Registration No. 333-240299), filed August 3, 2020, and supplemented by a prospectus supplement dated May 5, 2022. The filing also lists the underwriting agreement, the fifth supplemental indenture, the form of notes, and a legal opinion from Mayer Brown LLP as exhibits.

May 10, 2022 8-K

Northern Trust 8-K Report, Executive Changes (May 3, 2022)

Northern Trust Corporation (Nasdaq: NTRS) disclosed on May 3, 2022 that Shundrawn A. Thomas, Executive Vice President and President of Asset Management, will resign from that position effective June 1, 2022 to pursue an outside entrepreneurial opportunity. The filing states that Mr. Thomas will co-found a new, diverse-owned and led business providing debt and equity solutions to privately held U.S. companies. The company's press release describes him as having joined Northern Trust in 2004 and serving on the Asset Management executive team since 2008 and the Management Group since 2017. Under a Transition Agreement dated May 3, 2022, Mr. Thomas may retain a portion of his equity awards, provided he remains "retired from the industry" as defined in the award terms. He would keep 100% of restricted stock and performance stock units granted in 2019 and 2020, 75% of those granted in 2021, and 50% of those granted in 2022. The remaining outstanding awards will be forfeited. In exchange, he agreed to a three-year non-solicitation covenant covering employees, clients and prospective clients, in addition to an existing one-year non-solicitation agreement, and to make himself available to the CEO and the Head of Corporate Sustainability, Inclusion and Social Impact through December 31, 2022, upon reasonable request. The filing also indicates that CEO and Chairman Michael O'Grady praised Mr. Thomas's contributions over his 18 years with the company and his leadership on diversity, equity and inclusion and sustainable investing. The filing does not disclose a named successor for the Asset Management role.

May 3, 2022 8-K

Shareholder Matters

Northern Trust 8-K Report, Shareholder Vote Results (Apr 27, 2022)

Northern Trust Corporation held its 2022 annual meeting of stockholders on April 26, 2022, in Chicago, Illinois. Stockholders representing 192,285,115 shares, or 92.46% of the common stock outstanding as of the February 28, 2022 record date, voted in person or by proxy. The meeting covered three items: the election of 12 directors to serve until the 2023 annual meeting, an advisory vote on 2021 named executive officer compensation, and ratification of KPMG LLP as the independent registered public accounting firm for fiscal 2022. All 12 director nominees were elected. Most nominees received large majorities of "For" votes, though several drew substantially more "Against" votes, including Jay L. Henderson (17,693,698 against), Charles A. Tribbett III (9,548,670 against) and Michael G. O'Grady (7,930,502 against). The 2021 named executive officer compensation was approved on an advisory basis, with 173,789,021 votes for and 8,180,171 against. KPMG LLP's appointment was ratified with 183,765,780 votes for and 8,393,505 against. For investors, the filing is a routine record of shareholder voting outcomes. It shows the board slate and compensation approval were adopted, and it does not disclose any new financial results, strategic transactions or guidance.

Apr 27, 2022 8-K