01—Abstract
Summary
Summary of the 8-K filed July 28, 2025. Cited figures are marked; the original filing is the authoritative source.
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 billiona.
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 billionb 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.
02—Key points
Key Highlights
- Board approved a new common stock repurchase authorization of up to $2.5 billion, with no expiration date.
- The new authorization replaces the October 19, 2021 authorization, which had approximately 4.8 million shares of remaining capacity.
- Between July 1, 2025 and the date of the new authorization, 572,709 shares were repurchased under the prior program.
- All funds expected in connection with post-authorization repurchases will count against the $2.5 billion Maximum Program Amount.
- Repurchases may be made via open market transactions, block trades, privately negotiated transactions, and/or Rule 10b5-1 trading plans.
- The authorization does not obligate the company to buy a specific dollar amount or number of shares and may be modified, suspended or discontinued at any time.
- As of June 30, 2025, Northern Trust reported assets under custody/administration of US$18.1 trillion and assets under management of US$1.7 trillion.
03—Questions
Frequently Asked Questions
How large is the new stock repurchase authorization?
The Board approved authorization to repurchase up to $2.5 billion of the Corporation's outstanding common stock from time to time.
Does the company have to use the full $2.5 billion?
No. The authorization permits but does not obligate repurchases of a specific dollar amount or number of shares, and it may be modified, suspended or discontinued at any time.
Does the new authorization expire?
No. The New Stock Repurchase Authorization has no expiration date, so the company can repurchase shares when circumstances warrant and applicable regulation permits.
What happens to the prior 2021 repurchase authorization?
The new authorization replaces the previously announced October 19, 2021 authorization, which had approximately 4.8 million shares of remaining repurchase capacity as of the date of the new authorization.
How will the company carry out the repurchases?
The company expects to acquire shares through open market transactions, block trades, privately negotiated transactions, and/or trading plans, including plans adopted under Rule 10b5-1. Timing and volume will depend on price, regulatory requirements, market conditions and other liquidity priorities.
04—Continue