01—Abstract
Summary
Summary of the 8-K filed April 21, 2026. Cited figures are marked; the original filing is the authoritative source.
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 milliona, 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 millionb, 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 trillionc and assets under management of $1.8 trillion, both as of December 31, 2025.
02—Key points
Key Highlights
- 2025 GAAP revenue was $8,086.4 million (down 2%), and pre-tax income was $2,339.5 million (down 12%); excluding notable items, revenue rose 7% and pre-tax income rose 13%.
- Diluted earnings per share were $8.74, down 11% from 2024, or up 17% excluding notable items; return on average common equity was 14.4%.
- Medium-term targets were raised: pre-tax margin to 33% (from greater than 30%) and return on equity to mid-teens (from 13-15%); the expense to trust fee ratio target of 105-110% is unchanged.
- Capital return totaled $1,874 million in 2025, with a payout ratio of 111%.
- Regulatory capital ratios at December 31, 2025 were 12.6% CET1, 13.5% Tier 1, 16.1% total capital, and 7.8% Tier 1 leverage, all above stated minimums.
- The company reported $17 trillion in assets under custody/administration and $1.8 trillion in assets under management.
- Notable items in 2025 included a $58.8 million severance charge and a $19.2 million unfavorable mark-to-market impact on Visa swap agreements, which the slides attribute to the year's pre-tax results.
03—Questions
Frequently Asked Questions
Does this 8-K announce new financial results?
No. The filing furnishes the slides from the Chairman and CEO's presentation at the April 21, 2026 Annual Meeting of Stockholders, which summarize 2025 results that were previously reported. The information is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.
How did Northern Trust perform in 2025 on a GAAP basis?
Per the slides, 2025 GAAP revenue was $8,086.4 million, down 2% from 2024, and expense was $5,754.4 million, up 2%. Pre-tax income was $2,339.5 million, down 12%, with a 28.9% pre-tax margin. Diluted EPS was $8.74, down 11%, and return on average common equity was 14.4%.
What changed in the company's medium-term financial targets?
The slides raise the pre-tax margin target to 33% from greater than 30%, and raise the return on equity target to mid-teens from 13-15%. The expense to trust fee ratio target of 105-110% is unchanged.
What capital return did shareholders receive in 2025?
The slides state total capital return of $1,874 million in 2025, with a payout ratio of 111%.
Where can investors find the presentation replay?
A webcast of the presentation will be available for replay for 30 days from April 21, 2026, through the Investor Relations section of the company's website at www.northerntrust.com/about-us/investor-relations.
04—Continue