01—Abstract
Summary
Summary of the 8-K filed November 19, 2025. Cited figures are marked; the original filing is the authoritative source.
Northern Trust Corporation issued two series of notes on November 19, 2025 under an underwriting agreement dated November 12, 2025.
The offering comprised $500,000,000a 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%b 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.
02—Key points
Key Highlights
- Issued $500,000,000 of 4.150% Senior Notes due November 19, 2030, which cannot be redeemed before maturity
- Issued $750,000,000 of 5.117% Fixed-to-Fixed Rate Subordinated Notes due November 19, 2040
- Subordinated Notes carry a fixed 5.117% rate until November 19, 2035, then reset to the Five-Year U.S. Treasury Rate plus 105 basis points
- Subordinated Notes are callable only in whole, not in part, on the November 19, 2035 reset date, at 100% of principal plus accrued interest
- Subordinated Notes rank junior to all depositors, general creditors and existing and future senior indebtedness
- Both series pay interest semi-annually on May 19 and November 19, beginning May 19, 2026
- Offering was made under shelf Registration Statement on Form S-3 (No. 333-291018) with a prospectus supplement dated November 12, 2025
03—Questions
Frequently Asked Questions
What securities did Northern Trust issue?
On November 19, 2025, the company issued $500,000,000 of 4.150% Senior Notes due 2030 and $750,000,000 of 5.117% Fixed-to-Fixed Rate Subordinated Notes due 2040, under an underwriting agreement dated November 12, 2025.
How do the Senior Notes rank compared with other debt?
The Senior Notes are unsecured obligations of Northern Trust and rank equally with all of its other existing and future senior debt.
When and how often do the notes pay interest?
Both the Senior Notes and the Subordinated Notes pay interest semi-annually in arrears on May 19 and November 19 of each year, beginning May 19, 2026.
Can the notes be redeemed early?
The Senior Notes may not be redeemed before their November 19, 2030 maturity. The Subordinated Notes may be redeemed in whole, but not in part, only on the November 19, 2035 reset date, at 100% of principal plus accrued and unpaid interest.
How will the Subordinated Notes' interest rate change?
The Subordinated Notes bear a fixed 5.117% rate until November 19, 2035. From that reset date to maturity, the rate becomes the Five-Year U.S. Treasury Rate as of two business days before the reset date, plus 105 basis points.
04—Continue