Northern Trust (NTRS) 10-K risk factor changes: FY2025 vs FY2024

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 13 | | |

| 14 [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 15 | | |

Additionally, financial markets may be adversely affected by the liquidity or capital deficiencies (actual or perceived) of financial institutions and related industry and government actions, the outbreak of hostilities or political and governmental [removed: instability (including the expansion or escalation of military conflict between Ukraine and the Russian Federation or the conflict in the Middle East, and tensions between the U.S. and China),] [added: instability,] terrorism, political or civil unrest, [added: stricter immigration policies,] public health epidemics or pandemics, sovereign debt downgrades or debt crises, or other geopolitical events.

| 16 [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

[added: For example,] developments related to the U.S. federal debt ceiling, including the possibility of a government shutdown, default by the U.S. government on its debt obligations, or related credit-rating downgrades, could have adverse effects on the broader economy, disrupt access to capital markets, and contribute to, or worsen, an economic recession.

The cumulative effect of uncertain business conditions or economic challenges faced in various foreign markets, including fiscal or monetary concerns, economic downturns and the possibility of a recession in some jurisdictions, other economic factors (including changes in [added: tariffs,] foreign currency exchange rates, interest rates and changes to tax laws or the application or enforcement practices of such laws), or volatility or lack of confidence in the financial markets may adversely affect certain portions of our business, financial condition, and results of operations.

We provide foreign exchange services to our clients, primarily in connection with our [removed: custody] [added: Asset Servicing] business.

Factors that could impact our operations and expose us to risks varying in size, scale and scope, [removed: some or all of which could be exacerbated by the trend toward hybrid and remote working arrangements in recent years,] include:

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 17 | | |

Any failure, interruption or breach in the security of our systems could severely disrupt our [added: operations and could subject us to liability claims, harm our reputation, interrupt our operations, or otherwise adversely affect our business, financial condition or results of operations.]

| 18 [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

Although we maintain insurance coverage in the event of information theft, damage, or destruction from cyber-attacks or other information security incidents, there can be no assurance that liabilities or losses [added: we may incur will be covered under such policies, that the amount of insurance will be adequate to cover such losses, that insurance will continue to be available to us on economically reasonable terms, or at all, or that our insurer will not deny coverage as to any future claim.]

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 19 | | |

| 20 [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

Our non-U.S. operations accounted for [removed: 27%] [added: 30%] of our revenue in [removed: 2024.][added: 2025.]

Pandemics, natural disasters, global climate change, acts of terrorism, geopolitical tensions, global conflicts [removed: (including the continuing military conflict between Ukraine and the Russian Federation, the conflict in the Middle East and tensions between the U.S. and China)] or other similar events, as well as government actions or other restrictions in connection with such events, have had in the past, or may in the future have, a negative impact on our business and operations.

If the subcustodian or clearing agency were to become insolvent in circumstances not involving expropriation of assets or other sovereign risk events and/or factors or [added: events beyond our reasonable control that excuse performance under force majeure or other contractual provisions, the risk of loss on such cash on deposit may potentially be incurred by us.]

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 21 | | |

As of December 31, [removed: 2024,] [added: 2025,] we held cash that accumulates in relation to Russian securities with our subcustodian and/or clearing agencies for the benefit of certain clients in our Asset Servicing business which are subject to restrictions that inhibit our ability to access or transfer such deposits, and which amount is expected to increase significantly over time as long as the sanctions and other relevant restrictions remain in effect.

| 22 [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 23 | | |

[added: If we experience diminished financial strength] or [added: stability, actual or] perceived, a decline in our stock price or a reduced credit rating, our counterparties may be less willing to enter into transactions, secured or unsecured, with us, our clients may reduce or place limits on the level of services we provide them or seek other service providers, or our prospective clients may select other service providers, all of which may have other adverse effects on our business.

| 24 [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

Importantly, significant monetary fines have been imposed since the introduction of such stringent privacy laws in [added: the EU and the UK and regulatory expectations of governance and accountability with respect to the protection of personal, proprietary, confidential and sensitive information continue to expand and evolve.]

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 25 | | |

For example, the failures in 2023 of Silicon Valley Bank, Signature Bank, and First Republic Bank and the regulatory investigations into these failures resulted in increased regulatory scrutiny [added: and heightened supervisory expectations of these banks, which could require us to expend significant time and effort to implement enhanced compliance procedures or to incur other expenses.]

| 26 [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 27 | | |

Additionally, various stakeholders have divergent views on ESG-related matters, including in the [added: countries in which we operate and invest, as well as states and localities where we serve public sector clients.]

| 28 [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 29 | | |

Risks related to climate change could [added: adversely] impact our business, financial condition, and results of [removed: operations adversely.][added: operations.]

[removed: The physical risks of climate change include harm to people and property arising] [added: They also arise] from [removed: acute climate-related events, such as floods, hurricanes, heatwaves, droughts and wildfires, and] chronic, longer-term shifts in climate patterns, such as rising average global temperatures, rising sea levels, and an increase in the frequency and severity of extreme weather events and natural disasters.

Further, [removed: the consequences of] [added: physical risks from] climate change could negatively impact our clients’ ability to pay outstanding loans, reduce the value of collateral, or result in insurance shortfalls.

While these changes could create opportunities, they could also adversely impact us [removed: or] [added: and] our clients.

We also face regulatory and liability risk associated with not meeting regulatory expectations on climate risks, greenwashing claims, a failure to execute on our public climate-related commitments, or [removed: by] [added: through] association with individuals, entities, industries or products [removed: that may be inconsistent with our stated positions on] [added: connected to] climate change issues.

At the same time, [removed: certain] financial institutions have also been subject to external scrutiny from [added: stakeholders, including some] regulatory agencies, government officials, and [removed: others.][added: clients in relation to areas our business decisions, public commitments and affiliations associated with climate change.]

Due to the divergent views of stakeholders, [removed: we are at] [added: there is an] increased risk that any action, or lack thereof, by us concerning our response to climate change will be perceived negatively by some [removed: stakeholders, which could adversely impact our reputation and business.][added: stakeholders.]

[removed: Even as regulators begin to mandate additional disclosure of climate-related information by companies across sectors, methodologies] [added: Methodologies] and data used to conduct more robust climate-related risk analyses are [removed: still in development.][added: being developed.]

Congress and the presidential administration have introduced and may continue to introduce changes in the laws or policies applicable to us and the agencies that regulate us, including their interpretations of rules and guidelines.

These changes may subject financial institutions like us to change in regulation, supervision and enforcement that are difficult to predict and uncertain for a period of time and may create the possibility of significant impacts on business activity in the United States and globally, including impacts relating to the trade policies (including tariffs) of the United States or other countries.

Some of the regulations finalized in the prior administration that are applicable to financial institutions were modified, rescinded or withdrawn or are subject to reevaluation, creating further uncertainty.

Moreover, political and policy goals of elected and appointed officials may change over time, which could impact the rulemaking, supervision, examination, and enforcement priorities of the federal banking agencies.

It is possible the expected changed in law, regulation and policy do not occur or are reversed subsequently, or the regulatory measures that are ultimately enacted deliver significant competitive advantages to financial services that are structured differently or serve different markets than us.

For more information on these proposals, see “Supervision and Regulation” in Item 1, “Business.”

For more information on regulations regarding data privacy and security, see “Supervision and Regulation” in Item 1, “Business.”

Widespread adoption and rapid evolution of emerging technologies, including with respect to digital assets, such as stablecoins, as well as developments in the regulatory landscape relating to emerging technologies, such as the enactment and implementation of the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (GENIUS ACT) and potential enactment of the Digital Asst Market Clarity Act of 2025 (CLARITY Act) or similar market structure legislation, may affect our clients’ needs and expectations for products and services.

The physical risks of climate change include harm to people and property.

These arise from acute climate-related events, such as floods, hurricanes, heatwaves, droughts and wildfires.

Despite internal policies in place with respect to the usage of AI, if any of our employees or service providers were to use any third-party AI-powered software in connection with our business or the services they provide to us, it may lead to the inadvertent disclosure or incorporation of our confidential information into publicly available training set, which may impact our ability to realize the benefit of, or adequately maintain, protect and enforce our intellectual property or confidential information, harming our competitive position and business.

We may not be able to sufficiently mitigate or detect any of the foregoing limitations or risks given our and other market participant’s lack of experience with using AI, the pace of technological change, and rapid adoption of AI by our business partners and competitors.

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| 32 2025 ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

For example,

For example, in recent years, we realized notable losses on the sale of available for sale securities and we may realize additional losses in the future.

operations and could subject us to liability claims, harm our reputation, interrupt our operations, or otherwise adversely affect our business, financial condition or results of operations.

we may incur will be covered under such policies, that the amount of insurance will be adequate to cover such losses, that insurance will continue to be available to us on economically reasonable terms, or at all, or that our insurer will not deny coverage as to any future claim.

events beyond our reasonable control that excuse performance under force majeure or other contractual provisions, the risk of loss on such cash on deposit may potentially be incurred by us.

Our subcustodian is also a subsidiary of a large, global financial institution with whom we have other credit exposures, which may limit the financial relationship we may have with this counterparty and has in the past made, and may in the future make, compliance with specific U.S. regulatory single counterparty credit limits more challenging.

If we experience diminished financial strength or stability, actual

For example, given the current rapid pace of change, we are unable to predict what, if any, changes to the laws and regulations applicable to the financial services industry may be enacted by the new U.S. Congress in conjunction with the new U.S. presidential administration under unified party control, and what the impact of any such changes will be upon our business, financial condition, and results of operations.

We expect the current U.S. presidential administration will seek to implement a regulatory reform agenda that is significantly different than that of the prior administration, impacting the rulemaking, supervision, examination and enforcement priorities of the federal banking agencies.

Moreover, the turnover of the U.S. presidential administration is expected to result in certain changes in the leadership and senior staffs of the federal banking agencies which are likely to impact the rulemaking, supervision, examination and enforcement priorities and policies of such agencies, the potential impacts of which, if any, we cannot predict at this time.

For example, proposed changes to applicable capital and liquidity requirements, such as the Basel III Endgame Proposal and the long-term debt proposal, could result in increased expenses or cost of funding, which could negatively affect our financial results or our ability to pay dividends and engage in share repurchases.

For more information concerning our legal and regulatory obligations with respect to Basel III and long-term debt requirements, see “Supervision and Regulation” in Item 1, “Business.”

In the U.S., there are numerous federal, state and local data privacy and security laws and regulations governing the collection, sharing, use, retention, disclosure, security, storage, transfer and other processing of personal information.

At the federal level, we are subject to, among other laws and regulations, the rules and regulations promulgated under the authority of the Federal Trade Commission and the Gramm-Leach-Bliley Act.

Moreover, the U.S. Congress has considered, and may in the future consider, various proposals for more comprehensive data privacy and security legislation, to which we may be subject if enacted.

At the state level, we are subject to laws and regulations such as the CCPA.

Numerous other states also have enacted, or are in the process of enacting or considering, comprehensive state-level data privacy and security laws and regulations that share similarities with the CCPA.

Moreover, laws in all 50 U.S. states require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach.

At the international level, we are subject to the GDPR and UK GDPR and similar laws are in effect or being considered in other jurisdictions in which we operate across the globe.

While the GDPR and the UK GDPR remain substantially similar for the time being, the UK government has announced that it would seek to chart its own path on data protection and reform its relevant laws, including in ways that may differ from the GDPR, to an extent.

the EU and the UK and regulatory expectations of governance and accountability with respect to the protection of personal, proprietary, confidential and sensitive information continue to expand and evolve.

and heightened supervisory expectations of these banks, which could require us to expend significant time and effort to implement enhanced compliance procedures or to incur other expenses.

In December 2020, the UK and the EU agreed on a trade and cooperation agreement that entered into force on May 1, 2021.

While the trade and cooperation agreement covers the general objectives and framework of the relationship between the UK and the EU, it generally does not address the regulation of financial services.

Instead, in March 2021, the UK and the EU agreed upon a framework for voluntary regulatory cooperation and dialogue on financial services issues between the parties in a memorandum of understanding, which was signed on June 27, 2023.

countries in which we operate and invest, as well as states and localities where we serve public sector clients.

This can be in relation to a number of climate change areas and can lead to negative publicity and reputational damage.

For example, questions on how the impacts of climate change are being reflected in business and investment decisions and the decision to reduce involvement in certain industries or projects associated with climate change.

Modeling capabilities across the industry to analyze climate-related risks and interconnections are improving but remain imperfect.

The following is management’s discussion and analysis of the financial condition and results of operations (MD&A) of Northern Trust Corporation (Corporation) for the year ended December 31, [removed: 2024.][added: 2025.]

| | | | FOR THE YEAR ENDED DECEMBER 31, | | | | | | | | | | | | [removed: % Change(1)] [added: CHANGE(1)] | | | | | |

| ($ In Millions) | | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] / [removed: 2023] [added: 2024] | | | [removed: 2023] [added: 2024] / [removed: 2022] [added: 2023] | | |

| Noninterest [removed: Income] [added: Income(2)] | | | $ | [removed: 6,113.3] [added: 5,675.4] | | $ | [removed: 4,791.5] [added: 6,113.3] | | $ | [removed: 4,874.0] [added: 4,791.5] | | | | | [removed: 28] [added: (7)] | | [removed: %] [added: %] | [removed: (2)] [added: 28] | | % |

| Net Interest Income | | | [removed: 2,177.1] [added: 2,411.0] | | | [removed: 1,982.0] [added: 2,177.1] | | | [removed: 1,887.2] [added: 1,982.0] | | | | | | [removed: 10] [added: 11] | | [removed: %] | [removed: 5] [added: 10] | | [removed: %] |

| Total Revenue | | | $ | [removed: 8,290.4] [added: 8,086.4] | | $ | [removed: 6,773.5] [added: 8,290.4] | | $ | [removed: 6,761.2] [added: 6,773.5] | | | | | [removed: 22] [added: (2)] | | [removed: %] [added: %] | [removed: —] [added: 22] | | % |

| Provision for Credit Losses | | | [removed: (3.0)] [added: (7.5)] | | | [removed: 24.5] [added: (3.0)] | | | [removed: 12.0] [added: 24.5] | | | | | | [removed: N/M] [added: N/M] | | | N/M | | |

| Noninterest [removed: Expense] [added: Expense(3)] | | | [removed: 5,633.9] [added: 5,754.4] | | | [removed: 5,284.2] [added: 5,633.9] | | | [removed: 4,982.9] [added: 5,284.2] | | | | | | [removed: 7] [added: 2] | | [removed: %] | [removed: 6] [added: 7] | | [removed: %] |

| Income before Income Taxes | | | $ | [removed: 2,659.5] [added: 2,339.5] | | $ | [removed: 1,464.8] [added: 2,659.5] | | $ | [removed: 1,766.3] [added: 1,464.8] | | | | | [removed: 82] [added: (12)] | | [removed: %] [added: %] | [removed: (17)] [added: 82] | | % |

| Provision for Income Taxes | | | [removed: 628.4] [added: 602.6] | | | [removed: 357.5] [added: 628.4] | | | [removed: 430.3] [added: 357.5] | | | | | | [removed: 76] [added: (4)] | | [removed: %] | [removed: (17)] [added: 76] | | [removed: %] |

| Net Income | | | $ | [removed: 2,031.1] [added: 1,736.9] | | $ | [removed: 1,107.3] [added: 2,031.1] | | $ | [removed: 1,336.0] [added: 1,107.3] | | | | | [removed: 83] [added: (14)] | | [removed: %] [added: %] | [removed: (17)] [added: 83] | | % |

| Preferred Stock Dividends | | | 41.8 | | | 41.8 | | | 41.8 | | | | | | [removed: —] [added: —] | | [removed: %] | — | | [removed: %] |

| Net Income Applicable to Common Stock | | | $ | [removed: 1,989.3] [added: 1,695.1] | | $ | [removed: 1,065.5] [added: 1,989.3] | | $ | [removed: 1,294.2] [added: 1,065.5] | | | | | [removed: 87] [added: (15)] | | [removed: %] [added: %] | [removed: (18)] [added: 87] | | % |

| Net Income – Basic | | | $ | [removed: 9.80] [added: 8.78] | | $ | [removed: 5.09] [added: 9.80] | | $ | [removed: 6.16] [added: 5.09] | | | | | [removed: 93] [added: (10)] | | [removed: %] [added: %] | [removed: (17)] [added: 93] | | % |

| – Diluted | | | [removed: 9.77] [added: 8.74] | | | [removed: 5.08] [added: 9.77] | | | [removed: 6.14] [added: 5.08] | | | | | | [removed: 92] [added: (11)] | | [removed: %] | [removed: (17)] [added: 92] | | [removed: %] |

| Cash Dividends Declared Per Common Share | | | [removed: 3.00] [added: 3.10] | | | 3.00 | | | [removed: 2.90] [added: 3.00] | | | | | | [removed: —] [added: 3] | | [removed: %] | [removed: 3] [added: —] | | [removed: %] |

| Carrying Value – End of Period (EOP) | | | [removed: 60.74] [added: 64.79] | | | [removed: 53.69] [added: 60.74] | | | [removed: 49.78] [added: 53.69] | | | | | | [removed: 13] [added: 7] | | [removed: %] | [removed: 8] [added: 13] | | [removed: %] |

| Market Price – EOP | | | [removed: 102.50] [added: 136.59] | | | [removed: 84.38] [added: 102.50] | | | [removed: 88.49] [added: 84.38] | | | | | | [removed: 21] [added: 33] | | [removed: %] | [removed: (5)] [added: 21] | | [removed: %] |

| Return on Average Common Equity | | | [removed: 17.4] [added: 14.4] | | % | [removed: 10.0] [added: 17.4] | | % | [removed: 12.7] [added: 10.0] | | % | | | | | | | | | |

| Dividend Payout Ratio | | | [removed: 30.7] [added: 35.5] | | | [removed: 59.1] [added: 30.7] | | | [removed: 47.2] [added: 59.1] | | | | | | | | | | | |

| Average Stockholders’ Equity to Average Assets | | | [removed: 8.4] [added: 8.3] | | | [removed: 8.1] [added: 8.4] | | | [removed: 7.3] [added: 8.1] | | | | | | | | | | | |

*(1)* [removed: Percentage] [added: *Percentage] calculations are based on actual balances rather than the rounded amounts presented in the table [removed: above.][added: above.*]

[removed: N/M] [added: *N/M] - Not [removed: meaningful][added: meaningful*]

| [removed: 38 2024] [added: 40 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

The following information summarizes our consolidated results of operations for [removed: 2024] [added: 2025] compared to [removed: 2023.][added: 2024.]

For a discussion related to the consolidated results of operations for [removed: 2023] [added: 2024] compared to [removed: 2022,] [added: 2023,] refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, [removed: 2023 (2023] [added: 2024 (2024] Form 10-K), which was filed with the United States Securities and Exchange Commission on February [removed: 27, 2024.][added: 24, 2025.]

Other Operating Income [removed: of $1.2 billion] in [removed: 2024 increased $928.7 million] [added: 2025 decreased] from [removed: $228.7 million in the prior year,] [added: 2024] primarily driven by a $896.7 million gain related to Northern Trust’s participation in [removed: an exchange offer related to shares of] a [removed: class of Visa, Inc. common stock] [added: Visa Exchange Offer] and a $68.1 million gain on the sale of an equity investment, partially offset by [added: higher expense associated with] mark-to-market activity on existing [added: Visa Class B] swap [removed: agreements related to shares of a class of Visa, Inc. common stock, including a $12.8 million expense related to litigation escrow funding, as well as losses recognized as a result of a securities repositioning related to] [added: agreements, all recorded in] the [removed: supplemental pension plan and impairment charges taken on certain investments.][added: prior year.]

[removed: Trust,] Investment [removed: and Other Servicing Fees of $4.7 billion in 2024] [added: Management fees] increased [removed: $366.0 million, or 8%, from $4.4 billion] in [removed: 2023,] [added: 2025 from 2024] primarily due to favorable markets and net new business.

[added: -] Net Interest Income on a fully taxable equivalent (FTE) basis in [removed: 2024] [added: 2025] of [removed: $2.2] [added: $2.4] billion increased [removed: $169.4] [added: $230.6] million, or [removed: 8%,] [added: 10%,] from [removed: $2.0] [added: $2.2] billion in [removed: 2023,] [added: 2024,] primarily due to higher deposits and [removed: higher average interest rates,] [added: lower funding costs,] partially offset by [removed: an unfavorable balance sheet mix.][added: lower yields on interest-earning assets.]

[removed: The net interest margin] [added: Net Interest Income] on an FTE basis [added: for 2025] increased [removed: to 1.64% in 2024] from [removed: 1.56% in 2023,] [added: 2024,] primarily due to [added: the favorable impact of] higher [removed: average interest rates] [added: deposits] and [removed: a favorable] [added: lower] funding [removed: mix shift.][added: costs.]

| | | | FOR THE YEAR ENDED DECEMBER 31, | | | | | | | | | [added: CHANGE | | | | | |]

| [removed: (In] [added: ($ In] Millions) | | | [removed: 2024] [added: 2025] | | | [added: 2024 | | |] 2023 | | | [removed: 2022] [added: 2025 / 2024] | | | [added: 2024 / 2023 | | |]

| Noninterest Income | | | | | | | | | | | | [added: | | | | | |]

| Trust, Investment and Other Servicing Fees | | | $ | [removed: 4,727.8] [added: 5,017.8] | | $ | [removed: 4,361.8] [added: 4,727.8] | | $ | [removed: 4,432.6] [added: 4,361.8] | | [added: 6 | | % | 8 | | % |]

| Foreign Exchange Trading Income | | | [removed: 231.2] [added: 240.8] | | | [added: 231.2 | | |] 203.9 | | | [removed: 288.6] [added: 4] | | | [added: 13 | | |]

| Treasury Management Fees | | | [removed: 35.7] [added: 38.7] | | | [added: 35.7 | | |] 31.6 | | | [removed: 39.3] [added: 8] | | | [added: 13 | | |]

| Security Commissions and Trading Income | | | [removed: 150.5] [added: 170.4] | | | [added: 150.5 | | |] 135.0 | | | [removed: 136.2] [added: 13] | | | [added: 11 | | |]

| Other Operating Income | | | [removed: 1,157.4] [added: 207.7] | | | [added: 1,157.4 | | |] 228.7 | | | [removed: 191.3] [added: (82)] | | | [added: N/M | | |]

| Investment Security Gains (Losses), net | | | [removed: (189.3)] [added: —] | | | [added: (189.3) | | |] (169.5) | | | [removed: (214.0)] [added: N/M] | | | [added: 12 | | |]

| Total Noninterest Income | | | $ | [removed: 6,113.3] [added: 5,675.4] | | $ | [removed: 4,791.5] [added: 6,113.3] | | $ | [removed: 4,874.0] [added: 4,791.5] | | [added: (7) | | % | 28 | | % |]

*(2)2025 Noninterest Income includes a $19.2 million expense related to mark-to-market activity associated with existing Visa Class B swap agreements.

2023 Noninterest Income includes a $169.5 million loss on AFS debt securities sold in conjunction with a repositioning of the portfolio.*

*(3)2025 Noninterest Expense includes a $58.8 million severance-related charge and a $15.9 million release of the Federal Deposit Insurance Corporation (FDIC) special assessment reserve, including a $9.5 million released during the fourth quarter.

2024 Noninterest Expense includes an $85.2 million severance-related charge, a $70.0 million charitable contribution, a $16.4 million charge for software accelerations and dispositions, a $14.7 million expense related to the FDIC special assessment, and a $10.6 million expense related to a legal settlement.

2023 Noninterest Expense includes an $84.6 million expense related to the FDIC special assessment, a $38.7 million severance-related charge, a $25.6 million charge related to the write-off of an investment in a client capability, and a $12.8 million occupancy charge.*

Revenue in 2025 decreased $204.0 million from 2024, reflecting:

- Noninterest Income, excluding Trust, Investment and Other Servicing Fees, decreased $727.9 million in 2025 compared to 2024 primarily due to lower Other Operating Income driven by a $896.7 million gain related to Northern Trust’s participation in a Visa Exchange Offer in the prior year, partially offset by lower losses recognized on investment securities and higher Security Commissions and Trading Income.

| Securities Lending(1) | | | 207.8 | | | 176.2 | | | 167.4 | | | 18 | | | 5 | | |

At December 31, 2025, total AUC/A and AUC increased from the prior year primarily driven by favorable markets.

| ($ In Billions) | | | 2025 | | | 2024 | | | 2023 | | | 2025 /2024 | | | 2024 / 2023 | | |

| ($ In Billions) | | | 2025 | | | 2024 | | | 2023 | | | 2025 / 2024 | | | 2024 / 2023 | | |

| ($ In Billions) | | | 2025 | | | 2024 | | | 2023 | | | 2025 / 2024 | | | 2024 / 2023 | | |

| ($ In Billions) | | | 2025 | | | 2024 | | | 2023 | | | 2025 / 2024 | | | 2024 / 2023 | | |

| Total Assets Under Management | | | $ | 1,803.2 | | $ | 1,610.4 | | $ | 1,434.5 | | 12 | | % | 12 | | % |

| (In Billions) | | | | | | 2025 | | | 2024 | | | 2023 | | |

| | | | Equities | | | (57.9) | | | (13.7) | | | (18.1) | | |

| | | | Fixed Income | | | 2.4 | | | 9.3 | | | 0.7 | | |

| | | | Securities Lending Collateral | | | 31.9 | | | 9.0 | | | 19.1 | | |

| Federal Funds Sold and Securities Purchased under Agreements to Resell(3)(4) | | | 2,829.2 | | | 1,004.5 | | | 281.64 | | | 3,340.2 | | | 727.9 | | | 458.90 | | | 1,585.5 | | | 957.0 | | | 165.68 | | |

It includes balances and rates for FICC reverse repurchase agreements, Non-FICC reverse repurchase agreements and federal funds sold of ($64.4 billion / 4.35%), ($0.9 billion / 2.67%), and ($0.8 million / 4.54%) for 2025 and ($62.5 billion / 5.30%), ($0.7 billion / 4.35%), and ($0.4 million / 5.40%) for 2024, respectively.*

It includes balances and rates for FICC repurchase agreements and Non-FICC repurchase agreements of ($64.3 billion / 4.26%) and ($0.5 billion / 3.98%) for 2025 and ($62.5 billion / 5.21%) and ($0.5 billion / 4.90%) for 2024, respectively.*

Net interest margin on an FTE basis in 2025 increased from 2024, primarily driven by lower funding costs, partially offset by lower yields on interest-earning assets.

Interest-earning deposits includes Federal Reserve and Other Central Bank Deposits and Interest-Bearing Due from and Deposits with Banks.

Interest-earning deposits in 2025 increased 7% from 2024, primarily driven by higher client deposits.

Average Securities in 2025 increased 8%, from 2024, reflecting higher client deposits resulting in strategic purchases of investment securities primarily in the AFS portfolio.

Average Interest-Bearing Deposits in 2025 increased 6% from 2024, primarily due to increased client activity and higher liquidity as a result of market volatility.

| Federal Funds Sold and Securities Purchased Under Agreements to Resell(2) | | | 376.6 | | | (887.6) | | | (511.0) | | | (7.5) | | | 1,762.2 | | | 1,754.7 | | |

| Loans | | | 2.1 | | | (290.8) | | | (288.7) | | | (77.4) | | | 91.6 | | | 14.2 | | |

On July 22, 2025, the stock repurchase program was terminated and replaced with a new program, under which the Board of Directors authorized the Corporation to repurchase up to $2.5 billion of the Corporation’s common stock.

The negative provision during 2025 resulted primarily from a decrease in collective reserves for the Commercial Real Estate (CRE) portfolio driven by an improved industry outlook, partially offset by an increase in specific reserves related to a small number of non-performing loans.

| Occupancy | | | 217.3 | | | 216.8 | | | 232.2 | | | — | | | (7) | | |

Employee Benefits

Employee Benefits expense in 2025 increased from 2024, primarily driven by higher medical costs and higher payroll taxes.

For the year ended December 31, 2025, the increase in the effective tax rate was primarily driven by a higher net tax impact from international operations.

Income before Income Taxes on an FTE basis is the measure of segment profit or loss reviewed by the Chief Operating Decision Maker for purposes of assessing performance and allocating resources.

In addition to income and expenses associated with non-recurring activities, Other includes expenses for Asset Management, corporate and other support functions not directly incurred by, but ultimately allocated back to Asset Servicing and Wealth Management.

Effective January 2025, certain operations support activities were moved out of Asset Servicing and Wealth Management in connection with the formation of the Enterprise Chief Operating Office.

The Enterprise Chief Operating Office provides operational support to Asset Servicing and Wealth Management.

Its expenses are included within Other and are fully allocated to Asset Servicing and Wealth Management.

Prior-year segment results have been recast, where practical, to reflect the organizational changes.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Return on Average Assets | | | 1.39 | | | 0.78 | | | 0.88 | | | | | | | | | | | |

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Revenue in 2024 of $8.3 billion increased $1.5 billion, or 22%, from $6.8 billion in 2023, primarily driven by higher Other Operating Income, Trust, Investment and Other Servicing Fees, and Net Interest Income.

Noninterest Income represented 74% and 71% of total revenue in 2024 and 2023, respectively, and totaled $6.1 billion in 2024, which increased $1.3 billion, or 28%, from $4.8 billion in 2023.

Noninterest Income in 2024 increased primarily due to higher Other Operating Income as well as Trust, Investment and Other Servicing Fees.

Please refer to Note 24, “Commitments and Contingent Liabilities” included under Item 8, “Financial Statements and Supplementary Data,” for additional details related to the exchange offer.

Investment Security Gains (Losses), net reflects $189.3 million of losses in 2024 as compared to $169.5 million of losses in 2023, both due to repositionings of the available for sale debt securities portfolio in each year.

Average earning assets increased $3.6 billion, or 3%, from $130.8 billion in 2023 to $134.4 billion in 2024, primarily due to higher client deposits, partially offset by lower borrowing activity, the net of which resulted in higher funding of earning assets.

Additional information regarding Northern Trust’s revenue by type is provided in the following table.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

This securities lending collateral totaled $176.2 billion and $167.4 billion at December 31, 2024 and 2023, respectively.

At December 31, 2024, AUC/A increased from December 31, 2023, primarily reflecting favorable markets and asset inflows, partially offset by unfavorable currency translation.

Consolidated assets under custody increased from the prior year, primarily reflecting favorable markets and asset inflows, partially offset by unfavorable currency translation.

AUM at the end of 2024 increased from 2023.

Northern Trust provides foreign exchange services in the normal course of business as an integral part of its custody services.

Active management of currency positions, within conservative limits, also contributes to foreign exchange trading income.

Foreign Exchange Trading Income in 2024 increased from 2023, primarily driven by higher trading volumes.

In the prior year, there was $169.5 million of losses on sales of available for sale debt securities also arising from repositionings of the portfolio.

| Federal Funds Sold | | | — | | | 0.4 | | | 5.40 | | | 0.3 | | | 6.1 | | | 4.92 | | | 0.1 | | | 5.5 | | | 3.22 | | |

| Securities Purchased under Agreements to Resell(3) | | | 3,340.2 | | | 727.5 | | | 459.13 | | | 1,585.2 | | | 950.9 | | | 166.71 | | | 103.7 | | | 1,071.2 | | | 9.68 | | |

*(1)* *Northern Trust’s non-U.S. activities are primarily related to its asset servicing, asset management, foreign exchange, cash management, and commercial banking businesses.

However, Northern Trust is required to disclose non-U.S. activities based on the domicile of the customer.

| Federal Funds Sold | | | (0.3) | | | — | | | (0.3) | | | — | | | 0.2 | | | 0.2 | | |

| Securities Purchased under Agreements to Resell(2) | | | (7.2) | | | 1,762.2 | | | 1,755.0 | | | (12.9) | | | 1,494.4 | | | 1,481.5 | | |

| Loans and Leases | | | (77.4) | | | 91.6 | | | 14.2 | | | 38.6 | | | 1,170.2 | | | 1,208.8 | | |

Net Interest Income in 2024 increased from 2023.

Average earning assets in 2024 increased from 2023, primarily due to higher client deposits, partially offset by lower borrowing activity, the net of which resulted in higher funding of earning assets.

The net interest margin in 2024 increased from 2023.

The net interest margin on an FTE basis in 2024 increased from 2023, primarily due to higher average interest rates and a favorable funding mix shift.

Federal Reserve and Other Central Bank Deposits averaged $35.2 billion in 2024, which increased $4.0 billion, or 13%, from $31.2 billion in 2023, due to deposit inflows.

Average Securities were $50.1 billion and increased $0.2 billion, or 0%, from $49.9 billion in 2023.

Commercial and institutional loans averaged $11.1 billion in 2024 and decreased $1.3 billion, or 11%, from $12.4 billion for 2023.

Non-U.S. loans averaged $3.0 billion in 2024 and decreased $360.9 million, or 11%, from $3.4 billion for 2023.

Residential real estate loans averaged $6.4 billion in both 2024 and 2023.

Commercial real estate loans averaged $5.3 billion in 2024 and increased $316.8 million, or 6%, from $5.0 billion for 2023.

Private client loans averaged $14.2 billion in 2024 and increased $171.0 million, or 1%, from $14.0 billion for 2023.

Northern Trust utilizes a diverse mix of funding sources.

| [removed: 90 2024] [added: 88 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

At December 31, [removed: 2024,] [added: 2025,] the Bank had consolidated assets of [removed: $154.9] [added: $176.4] billion and common bank equity capital of [removed: $10.8] [added: $11.4] billion.

At December 31, [removed: 2024,] [added: 2025,] the Corporation had consolidated total assets of [removed: $155.5] [added: $177.1] billion and stockholders’ equity of [removed: $12.8] [added: $13.0] billion.

Northern Trust reports certain income and expense items not allocated to Asset Servicing and Wealth Management in [removed: a third reporting segment,] Other.

At December 31, [removed: 2024,] [added: 2025,] total Asset Servicing assets under custody/administration (AUC/A), assets under custody, and assets under management (AUM) were [removed: $15.6] [added: $17.4] trillion, [removed: $12.2] [added: $13.6] trillion, and [removed: $1.2] [added: $1.3] trillion, respectively.

Wealth Management also includes Global Family Office, which provides customized services, including but not limited to: investment management; global custody; fiduciary; private banking; family office consulting; and technology solutions to meet the complex financial and reporting needs of [removed: ultra-high-net-worth individuals and] family offices across the globe.

Wealth Management is one of the largest providers of advisory services in the United States, with AUC/A, assets under custody, and AUM of [removed: $1.1] [added: $1.3] trillion, [removed: $1.1] [added: $1.3] trillion, and [removed: $450.7] [added: $507.2] billion, respectively, at December 31, [removed: 2024.][added: 2025.]

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 1 | | |

As discussed above, Northern Trust managed [removed: $1.6] [added: $1.8] trillion in assets as of December 31, [removed: 2024,] [added: 2025,] including [removed: $1.2] [added: $1.3] trillion for Asset Servicing clients and [removed: $450.7] [added: $507.2] billion for Wealth Management clients.

Competition comes from [removed: both regulated and unregulated] [added: other] financial services organizations, [added: both regulated and unregulated,] whose products and services [added: may] span the [removed: local, national, and global] markets in which Northern Trust conducts operations.

[removed: In addition,] Northern Trust emphasizes the development and growth of [removed: recurring and scalable sources of] [added: scalable, sustainable] fee-based [removed: income and continual productivity improvements.][added: income.]

The scope of the laws and regulations, and the intensity of the supervision to which Northern Trust is subject have increased in recent years, initially in response to the financial crisis, and more recently in light of other factors, including the banking turmoil in early 2023, technological factors, [removed: market changes,] and [removed: climate change concerns.][added: market changes.]

| 2 [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

The Federal Reserve Board has authority to limit the activities that a financial holding company may conduct if any depository institution controlled by the financial holding company is found to no longer be “well-capitalized” [removed: and] [added: or] “well-managed” or has not received at least a “satisfactory” rating in its most recent Community Reinvestment Act (CRA) examination.

The Bank is a member of the Federal Reserve System, with deposits insured by the Federal Deposit Insurance Corporation [removed: (FDIC),] [added: (FDIC) up to the federal deposit insurance limits,] and is subject to regulation by both agencies.

The Corporation’s nonbanking affiliates are subject to [removed: examination] [added: regulation] by the Federal Reserve Board and, in certain circumstances, other functional regulators, as discussed in greater detail below.

As a Category II [removed: institution,] [added: banking organization,] the Corporation must submit annual capital plans to the Federal Reserve Board, conduct supervisory and internal periodic stress tests to evaluate capital adequacy in adverse economic conditions, maintain enhanced risk management procedures, [added: and] comply with a liquidity risk management framework (discussed below in “Liquidity Standards”) and single counterparty credit limits, [added: and] conduct liquidity stress [removed: tests, and hold a buffer of liquid assets estimated to meet funding needs during a financial stress event.][added: tests.]

The Corporation’s [removed: next 2024] [added: most recent] 165(d) plan [removed: submission is due] [added: was submitted timely] to the FDIC and Federal Reserve Board by October 1, 2025.

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 3 | | |

The Bank’s [removed: first interim supplement is due July 1, 2025, and its] full resolution plan is due July 1, 2026.

Northern Trust Global Services SE, a Luxembourg-incorporated indirect subsidiary of the Bank, is authorized [removed: and supervised] by the European Central Bank (ECB) and subject to the prudential supervision of the [removed: ECB and the] Luxembourg Commission de Surveillance du Secteur Financier (CSSF).

As such, Northern Trust Global Services SE falls within the scope of the BRRD and its recovery and resolution planning is overseen by the CSSF and the [removed: Single] [added: CSSF] Resolution [removed: Board (the resolution authority for ECB-supervised institutions).][added: Board.]

ORDERLY LIQUIDATION [removed: AUTHORITY.][added: AUTHORITY]

THE VOLCKER [removed: RULE.][added: RULE]

The Corporation may pay dividends, repurchase stock, and make other capital distributions only in accordance with the capital plan rules and capital adequacy standards of the Federal Reserve Board, including the stress capital buffer requirement, discussed further in [removed: “—Capital] [added: “Capital] Adequacy Requirements” below.

In general, the amount of dividends that may be paid in a calendar year is limited to its [removed: “recent earnings”] [added: “retained net income”] (the current year’s net income combined with the retained net income of the two preceding years), or its “undivided profits” (generally, accumulated net profits that have not been paid out as dividends or transferred to surplus), whichever is less.

| 4 [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

The Corporation’s capital distributions are subject to the Federal Reserve Board’s capital plan rules, which require the Corporation to submit [added: an] annual capital [removed: plans] [added: plan] to the Federal Reserve Board for review.

Northern Trust published the results of its most recent company-run stress tests on [removed: June 28, 2024.][added: July 1, 2025.]

The Bank, as an FDIC-insured depository institution, is also required to meet risk-based and leverage capital guidelines established by regulators [removed: which] [added: that] are generally similar to those established by the Federal Reserve Board for bank holding companies.

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION 5 | | |

The Bank’s risk-based and leverage capital ratios at December 31, [removed: 2024,] [added: 2025,] were well above the regulatory requirements established by U.S. banking regulators.

TABLE 1: RISK-BASED AND LEVERAGE CAPITAL RATIOS AS OF DECEMBER 31, [removed: 2024][added: 2025]

The results of the [removed: 2024] [added: 2025] DFAST, published by the Federal Reserve Board on June [removed: 26, 2024,] [added: 27, 2025,] resulted in Northern Trust’s stress capital buffer and effective Common Equity Tier 1 capital ratio minimum requirement remaining constant at 2.5% and 7.0%, respectively, for the annual capital plan cycle, which began on October 1, [removed: 2024] [added: 2025] and continues through September 30, [removed: 2025.][added: 2026.]

As of December 31, [removed: 2024,] [added: 2025,] the Corporation and the Bank were in compliance with applicable LCR requirements.

As of December 31, [removed: 2024,] [added: 2025,] the Corporation and the Bank were in compliance with applicable NSFR requirements.

| 6 [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

The Bank is subject to restrictions governing [added: covered] transactions between it and [added: its] affiliated entities, including the Corporation, [removed: its] [added: the Bank’s] affiliates, and [removed: its] [added: the Corporation’s] subsidiaries.

Further, extensions of credit must be secured fully with qualifying [removed: collateral and] [added: collateral, while all covered transactions with affiliates] are limited to 10% of the Bank’s capital and surplus for transactions with a single affiliate and to 20% of the Bank’s capital and surplus for transactions with all affiliates.

SWAPS AND OTHER [removed: DERIVATIVES.][added: DERIVATIVES]

In addition, certain nonbanking affiliates, including Northern Trust [removed: Securities, Inc. and Northern Trust] Investments, Inc., are registered with the CFTC as commodity trading advisors and/or commodity pool operators, or are operating under certain exemptions from such registration pursuant to CFTC rules and other [removed: guidance, and commodity pool operators have certain responsibilities with respect to each pool they operate or advise.][added: guidance.]

Northern Trust faces a number of competitors across its businesses.

Northern Trust’s growth strategy is to leverage our differentiators to serve targeted client segments with specialized solutions in select geographies.

Northern Trust’s differentiators are our: trusted brand, deep expertise, tailored technology, proven relationships and network and strong balance sheet.

Northern Trust will continue to enable its strategy through significant investments in talent and culture, technology, data, AI and operational excellence.

The Corporation’s next 165(d) plan submission is a targeted resolution plan due July 1, 2028, with future resolution plans due every three years after that, alternating between full and targeted resolution plans, pursuant to the rule.

In December 2025, the FDIC provided an update that it plans to propose changes to the final rule in 2026, including codifying the content requirement exemptions and frequently asked questions (FAQs) associated with the modified approach it set out in April 2025.

The Bank submitted its most recent interim supplement timely by July 1, 2025.

In October 2025, the Federal Reserve proposed revisions to its supervisory stress testing framework through two related proposals designed to enhance the transparency and public accountability of its annual stress test (the Stress Testing Transparency Proposal).

The first proposal solicits comments on the Federal Reserve’s stress test models, scenario design framework and an enhanced disclosure process under which the Federal Reserve would annually publish and invite public comment on stress test scenarios, models and material changes to those models.

The second proposal solicits comments on the scenarios for the 2026 supervisory stress test.

The Federal Reserve announced in September 2024 that it would publish a re-proposal of its regulations finalizing the Basel III standards.

That re-proposal is expected in early 2026.

| Northern Trust Corporation | | | 12.6 | | % | 15.0 | | % | 13.5 | | % | 16.0 | | % | 16.1 | | % | 18.8 | | % | 7.8 | | % | 7.8 | | % | 8.7 | | % |

| The Northern Trust Company | | | 12.1 | | % | 14.6 | | % | 12.1 | | % | 14.6 | | % | 14.3 | | % | 17.0 | | % | 6.9 | | % | 6.9 | | % | 7.7 | | % |

In April 2025, the Federal Reserve issued a proposed rule to reduce volatility in the stress capital buffer (SCB) requirement, primarily through the averaging of the decline in a firm’s Common Equity Tier 1 capital over a two-year horizon (current and prior year).

The proposal would also extend the annual effective date of each firm’s stress capital buffer requirement by one quarter, from October 1 to January 1.

On February 4, 2026, the Federal Reserve notified the Corporation that because the Stress Testing Transparency Proposal remains subject to public comment, absent further action from the Federal Reserve, the Corporation’s stress capital buffer requirement will remain at 2.5% until September 30, 2027.

Commodity pool operators have certain responsibilities with respect to each pool they operate or advise.

The FDIC determined that the reserve ratio exceeded the statutory minimum as of June 30, 2025.

Consequently, the FDIC stopped operating under a Restoration Plan as of the third quarter of 2025.

The special assessment will be collected over eight quarterly assessment periods, beginning in 2024.

In December 2025, the FDIC issued an interim final rule that would reduce the payment rate applied to the assessment base for the eighth and final collection quarter.

Under the interim final rule, upon termination of the receiverships, the FDIC will either provide an offset to regular quarterly deposit insurance assessments for insured depository institutions subject to the special assessment if the amount collected exceeds losses or collect from insured depository institutions subject to the special assessment a one-time final shortfall special assessment if losses at the termination of the receiverships exceed the amount collected.

In conjunction with the FDIC special assessment rules, Northern Trust has accrued a total of $83.4 million.

The Digital Omnibus Regulation Proposal published in 2025 is expected to introduce technical amendments to a large corpus of digital legislation in Europe, including the EU GDPR.

The UK GDPR, which operates in conjunction with other local data privacy requirements, as reformed in 2025 through the adoption of the UK Data Use and Access Act 2025, also provides for data protection requirements equivalent to the EU GDPR.

In 2025, Northern Trust received regulatory approval in Europe to use Binding Corporate Rules as a legal mechanism supporting transfers of data from Northern Trust group entities in the EEA to other group entities outside the EEA.

Northern Trust expects to launch the EU Binding Corporate Rules in 2026.

Similarly, Regulation S-P amendments introduced by the SEC create additional obligations for broker-dealers and registered investment advisers to protect customer information, including timely notification of incidents to impacted individuals.

ARTIFICIAL INTELLIGENCE

Additionally, several U.S. states, including Colorado and California, have passed or are continuing to propose laws and regulations that govern various facets and uses of AI, including consequential decisions, and, in Europe, the EU’s Artificial Intelligence Act (EU AI Act) entered into force on August 1, 2024.

In November 2025, the European Commission published a proposal for a regulation amending the SFDR.

If implemented, the Commission’s proposal will, among other things, introduce a new approach to categorizing financial products that will replace the existing Article 6, Article 8, and Article 9 product categories.

However, in July 2025 the UK government announced that it decided not to proceed with a UK “green” taxonomy.

EU AI Act. The final text of the EU AI Act was published in the Official Journal of the European Union in July 2024 and entered into force in August 2024.

Most of the EU AI Act’s substantive obligations will apply following a two-year implementation period, beginning in August 2026.

The EU AI Act will have a significant impact on organizations that develop, deploy, or use AI systems both inside and outside the EU.

Its application depends on the nature of the AI systems, the specific use case, and the role of the relevant actor (including whether the organization is acting as an AI provider or deployer).

The EU AI Act adopts a risk-based regulatory framework.

Certain AI systems used for specified purposes are prohibited outright.

Northern Trust faces intense competition in all aspects and areas of its business.

Northern Trust’s business strategy is to provide exceptional quality financial services to targeted market segments in which it believes it has a competitive advantage to offer clients a unique value proposition.

As part of this strategy, Northern Trust seeks to differentiate itself from its competitors with premier, holistic solutions and exceptional experiences tailored to meet clients’ needs.

Northern Trust also seeks to maintain its foundational strength with a strong, conservative balance sheet and a globally respected brand.

The final rule was effective October 1, 2024.

The proposed rule has not been finalized and U.S. regulators have indicated their intent to revise and reissue the proposal.

No time table has been provided for the re-proposal or its effective date.

The proposal would introduce a new method for calculating risk weighted assets, referred to as the expanded risk-based approach, which better aligns with the global Basel Accord adopted by the Basel Committee.

The proposal would eliminate the current Basel III rule’s advanced approaches methodologies and effectively replace it with the expanded risk-based approach, which more heavily relies on standardized methodologies.

As compared with the standardized approach, the expanded risk-based approach includes more granular risk weights for credit risk and introduces a new market risk framework.

In addition, unlike the standardized approach, the expanded risk-based approach includes operational risk and credit valuation adjustment RWA components.

The Basel III Endgame Proposal, if adopted as a final rule, would maintain the current Basel III rule’s dual-requirement structure, whereby the Corporation and the Bank would be required to calculate risk-based capital ratios under both the expanded risk-based approach and the standardized approach.

In addition, the proposal would modify the standardized approach by requiring that the new market risk standards from the proposal also be applied in the standardized approach.

The Basel III Endgame Proposal would apply the stress capital buffer to risk-based capital requirements calculated under both the expanded risk-based approach and the standardized approach.

It is uncertain if and when the final rule for Basel III Endgame Proposal will be adopted, and if so, whether it will be finalized as proposed.

| Northern Trust Corporation | | | 12.4 | | % | 14.5 | | % | 13.3 | | % | 15.6 | | % | 15.1 | | % | 17.4 | | % | 8.1 | | % | 8.1 | | % | 8.9 | | % |

| The Northern Trust Company | | | 11.4 | | % | 13.6 | | % | 11.4 | | % | 13.6 | | % | 12.8 | | % | 15.0 | | % | 6.9 | | % | 6.9 | | % | 7.5 | | % |

The applicable rule is subject to litigation which is still pending although various preliminary injunctions have been stayed.

In the meantime, FinCEN has extended the filing deadline by 30 days and signaled its intent to revisit the rule.

Additionally, there is a possibility of legislation that will postpone the deadline to January 1, 2026.

If the Corporation or the Bank

Based on the FDIC’s recent projections, the FDIC determined that the DIF reserve ratio is at risk of not reaching the statutory minimum by the statutory deadline of September 30, 2028 without increasing the deposit insurance assessment rates.

In 2022, the FDIC adopted a final rule, applicable to insured depository institutions, to increase initial base deposit insurance assessment rate schedules uniformly by 2 basis points, beginning on January 1, 2023.

The increase in assessment rate schedules is intended to increase the likelihood that the reserve ratio of the DIF reaches the statutory minimum of 1.35% by the statutory deadline of September 30, 2028.

The FDIC will collect the special assessment, over an initial eight-quarter collection period and currently projects that the special assessment will be collected for an additional two quarters beyond the initial eight-quarter collection period, at a lower rate, subject to change depending on any adjustments to the loss estimate, mergers, failures, or amendments to reported estimates of uninsured deposits.

In conjunction with the special assessment, $84.6 million was recorded to Other Operating Expense in the fourth quarter of 2023.

A subsequent reassessment by the FDIC in 2024 resulted in an increase of the assessed amount to $99.3 million and an additional $14.7 million was recorded to Other Operating Expense.

The final rule was effective on April 1, 2024, with the first collection for the special assessment reflected on the invoice for the first quarterly assessment period of 2024, with a payment date of June 28, 2024.

Three quarterly assessments aggregating $31.7 million were paid in 2024.

For more information on the FDIC’s special assessment, please refer to Note 24, “Commitments and Contingent Liabilities” included under Item 8, “Financial Statements and Supplementary Data”.

In 2023, the U.S. banking agencies issued a final rule to amend their regulations implementing the CRA.

The rule materially revises the current CRA framework, mostly for retail designated banks, including the assessment areas in which a bank is evaluated to include activities associated with online and mobile banking, the tests used to evaluate a bank in its assessment areas, new methods of calculating credit for lending, investment and service activities, and additional data collection and reporting requirements.

The rule is expected to result in a significant increase in the thresholds for large banks to receive “outstanding” ratings in the future.

According to the new rule, banks currently designated as “wholesale” will be absorbed into the “limited purpose” designation.

The rule outlines that a limited purpose bank is one that is not in the business of extending consumer or retail loans, except on an incidental and accommodation basis.

Limited purpose banks are only subject to a qualitative and quantitative review of a bank’s community development lending and investments in each assessment area.

While we will continue to be evaluated on our community development activities in our local markets, we will also be evaluated against a national benchmark based on assets.

The rule was expected to take effect on April 1, 2024, with most of its provisions becoming applicable on January 1, 2026.

Reporting of the collected data will not be required until 2027.

Several banking industry groups filed a lawsuit seeking to invalidate the CRA final rule, in which they argued that the federal banking agencies exceeded their statutory authority in adopting the CRA final rule.

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | 2024 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 33 | | |

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the registrant’s common stock as of June [removed: 28, 2024] [added: 30, 2025] (the last business day of the registrant’s most recently completed second fiscal quarter), based upon the last sale price of the common stock at June [removed: 28, 2024] [added: 30, 2025] as reported by The NASDAQ Stock Market LLC, held by non-affiliates was approximately [removed: $16.6] [added: $24.1] billion.

At January 31, [removed: 2025, 195,697,744] [added: 2026, 185,827,803] shares of common stock, $1.66 2/3 par value, were outstanding.

Portions of the registrant’s Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated by reference into Part III hereof.

| Item 1 | | | [removed: [Business](#i5c901cf0071c474eba1bb9db16f95068_16)] [added: [Business](#i71a645d09f924b3194929eff6809eb51_16)] | | | [removed: [1](#i5c901cf0071c474eba1bb9db16f95068_16)] [added: [1](#i71a645d09f924b3194929eff6809eb51_16)] | | |

| Item 1A | | | [Risk [removed: Factors](#i5c901cf0071c474eba1bb9db16f95068_19)] [added: Factors](#i71a645d09f924b3194929eff6809eb51_19)] | | | [removed: [13](#i5c901cf0071c474eba1bb9db16f95068_19)] [added: [13](#i71a645d09f924b3194929eff6809eb51_19)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i5c901cf0071c474eba1bb9db16f95068_22)] [added: Comments](#i71a645d09f924b3194929eff6809eb51_22)] | | | [removed: [32](#i5c901cf0071c474eba1bb9db16f95068_22)] [added: [33](#i71a645d09f924b3194929eff6809eb51_22)] | | |

| Item 1C | | | [removed: [Cybersecurity](#i5c901cf0071c474eba1bb9db16f95068_25)] [added: [Cybersecurity](#i71a645d09f924b3194929eff6809eb51_25)] | | | [removed: [32](#i5c901cf0071c474eba1bb9db16f95068_25)] [added: [34](#i71a645d09f924b3194929eff6809eb51_25)] | | |

| Item 2 | | | [removed: [Properties](#i5c901cf0071c474eba1bb9db16f95068_28)] [added: [Properties](#i71a645d09f924b3194929eff6809eb51_28)] | | | [removed: [33](#i5c901cf0071c474eba1bb9db16f95068_28)] [added: [35](#i71a645d09f924b3194929eff6809eb51_28)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i5c901cf0071c474eba1bb9db16f95068_31)] [added: Proceedings](#i71a645d09f924b3194929eff6809eb51_31)] | | | [removed: [33](#i5c901cf0071c474eba1bb9db16f95068_31)] [added: [35](#i71a645d09f924b3194929eff6809eb51_31)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i5c901cf0071c474eba1bb9db16f95068_34)] [added: Disclosures](#i71a645d09f924b3194929eff6809eb51_34)] | | | [removed: [34](#i5c901cf0071c474eba1bb9db16f95068_34)] [added: [35](#i71a645d09f924b3194929eff6809eb51_34)] | | |

| Supplemental Item | | | [Information About Our Executive [removed: Officers](#i5c901cf0071c474eba1bb9db16f95068_37)] [added: Officers](#i71a645d09f924b3194929eff6809eb51_37)] | | | [removed: [34](#i5c901cf0071c474eba1bb9db16f95068_37)] [added: [36](#i71a645d09f924b3194929eff6809eb51_37)] | | |

| Item 5 | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5c901cf0071c474eba1bb9db16f95068_43)] [added: Securities](#i71a645d09f924b3194929eff6809eb51_43)] | | | [removed: [36](#i5c901cf0071c474eba1bb9db16f95068_43)] [added: [38](#i71a645d09f924b3194929eff6809eb51_43)] | | |

| Item 6 | | | [removed: [Reserved](#i5c901cf0071c474eba1bb9db16f95068_46)] [added: [Reserved](#i71a645d09f924b3194929eff6809eb51_46)] | | | [removed: [37](#i5c901cf0071c474eba1bb9db16f95068_46)] [added: [39](#i71a645d09f924b3194929eff6809eb51_46)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5c901cf0071c474eba1bb9db16f95068_49)] [added: Operations](#i71a645d09f924b3194929eff6809eb51_49)] | | | [removed: [38](#i5c901cf0071c474eba1bb9db16f95068_49)] [added: [40](#i71a645d09f924b3194929eff6809eb51_49)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5c901cf0071c474eba1bb9db16f95068_103)] [added: Risk](#i71a645d09f924b3194929eff6809eb51_151)] | | | [removed: [90](#i5c901cf0071c474eba1bb9db16f95068_103)] [added: [88](#i71a645d09f924b3194929eff6809eb51_151)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#i5c901cf0071c474eba1bb9db16f95068_106)] [added: Data](#i71a645d09f924b3194929eff6809eb51_154)] | | | [removed: [91](#i5c901cf0071c474eba1bb9db16f95068_106)] [added: [89](#i71a645d09f924b3194929eff6809eb51_154)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5c901cf0071c474eba1bb9db16f95068_238)] [added: Disclosure](#i71a645d09f924b3194929eff6809eb51_286)] | | | [removed: [169](#i5c901cf0071c474eba1bb9db16f95068_238)] [added: [165](#i71a645d09f924b3194929eff6809eb51_286)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i5c901cf0071c474eba1bb9db16f95068_241)] [added: Procedures](#i71a645d09f924b3194929eff6809eb51_289)] | | | [removed: [169](#i5c901cf0071c474eba1bb9db16f95068_241)] [added: [165](#i71a645d09f924b3194929eff6809eb51_289)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5c901cf0071c474eba1bb9db16f95068_247)] [added: Inspections](#i71a645d09f924b3194929eff6809eb51_295)] | | | [removed: [171](#i5c901cf0071c474eba1bb9db16f95068_247)] [added: [167](#i71a645d09f924b3194929eff6809eb51_295)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5c901cf0071c474eba1bb9db16f95068_253)] [added: Governance](#i71a645d09f924b3194929eff6809eb51_301)] | | | [removed: [171](#i5c901cf0071c474eba1bb9db16f95068_253)] [added: [167](#i71a645d09f924b3194929eff6809eb51_301)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5c901cf0071c474eba1bb9db16f95068_259)] [added: Matters](#i71a645d09f924b3194929eff6809eb51_307)] | | | [removed: [171](#i5c901cf0071c474eba1bb9db16f95068_259)] [added: [167](#i71a645d09f924b3194929eff6809eb51_307)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5c901cf0071c474eba1bb9db16f95068_262)] [added: Independence](#i71a645d09f924b3194929eff6809eb51_310)] | | | [removed: [171](#i5c901cf0071c474eba1bb9db16f95068_262)] [added: [167](#i71a645d09f924b3194929eff6809eb51_310)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#i5c901cf0071c474eba1bb9db16f95068_265)] [added: Services](#i71a645d09f924b3194929eff6809eb51_313)] | | | [removed: [171](#i5c901cf0071c474eba1bb9db16f95068_265)] [added: [167](#i71a645d09f924b3194929eff6809eb51_313)] | | |

| Item 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i5c901cf0071c474eba1bb9db16f95068_271)] [added: Schedules](#i71a645d09f924b3194929eff6809eb51_319)] | | | [removed: [172](#i5c901cf0071c474eba1bb9db16f95068_271)] [added: [168](#i71a645d09f924b3194929eff6809eb51_319)] | | |

| | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION i | | |

| [removed: Business] Risk Committee | | | [removed: Business] Risk Committee of the Board of Directors | | |

| ii [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | |

| | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION iii | | |

| iv [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | |

| [PART I](#i71a645d09f924b3194929eff6809eb51_13) | | | | | | | | |

| [PART II](#i71a645d09f924b3194929eff6809eb51_40) | | | | | | | | |

| Item 9B | | | [Other Information](#i71a645d09f924b3194929eff6809eb51_292) | | | [167](#i71a645d09f924b3194929eff6809eb51_292) | | |

| [PART III](#i71a645d09f924b3194929eff6809eb51_298) | | | | | | | | |

| Item 11 | | | [Executive Compensation](#i71a645d09f924b3194929eff6809eb51_304) | | | [167](#i71a645d09f924b3194929eff6809eb51_304) | | |

| [PART IV](#i71a645d09f924b3194929eff6809eb51_316) | | | | | | | | |

| Item 16 | | | [Form 10-K Summary](#i71a645d09f924b3194929eff6809eb51_322) | | | [171](#i71a645d09f924b3194929eff6809eb51_322) | | |

| [Signatures](#i71a645d09f924b3194929eff6809eb51_325) | | | | | | [172](#i71a645d09f924b3194929eff6809eb51_325) | | |

| [PART I](#i5c901cf0071c474eba1bb9db16f95068_13) | | | | | | | | |

| [PART II](#i5c901cf0071c474eba1bb9db16f95068_40) | | | | | | | | |

| Item 9B | | | [Other Information](#i5c901cf0071c474eba1bb9db16f95068_244) | | | [171](#i5c901cf0071c474eba1bb9db16f95068_244) | | |

| [PART III](#i5c901cf0071c474eba1bb9db16f95068_250) | | | | | | | | |

| Item 11 | | | [Executive Compensation](#i5c901cf0071c474eba1bb9db16f95068_256) | | | [171](#i5c901cf0071c474eba1bb9db16f95068_256) | | |

| [PART IV](#i5c901cf0071c474eba1bb9db16f95068_268) | | | | | | | | |

| Item 16 | | | [Form 10-K Summary](#i5c901cf0071c474eba1bb9db16f95068_274) | | | [175](#i5c901cf0071c474eba1bb9db16f95068_274) | | |

| [Signatures](#i5c901cf0071c474eba1bb9db16f95068_277) | | | | | | [176](#i5c901cf0071c474eba1bb9db16f95068_277) | | |

| CEOC | | | Compliance & Ethics Oversight Committee | | |

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | |

| | | | | | | 2025 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 33 | | |

Northern Trust understands the importance of managing [removed: cybersecurity] [added: cyber] risk to ensure the safety and security of our data, network and systems.

Our cybersecurity program is regularly assessed by Audit Services through various assurance activities, with the results reported to the Audit Committee of the Board of Directors (Audit Committee), and by [removed: the Non-Financial] [added: Technology and Cyber] Risk [removed: team,] [added: Management,] with the results reported to the [removed: Business] Risk Committee of the Board of Directors [removed: (Business Risk] [added: (Risk] Committee).

The [removed: Business] Risk Committee, which reports regularly to the Board, oversees management’s actions to identify, assess, mitigate and remediate material issues related to [removed: cybersecurity and] technology [added: and cyber] risk as part of our enterprise risk management program and processes.

The [removed: Business] Risk Committee, [removed: Cybersecurity Risk Oversight Subcommittee,] [added: Technology] and [added: Operations Committee, and] the Board are regularly briefed on the organization’s cybersecurity posture by senior management, including the Chief Executive Officer, Chief Information Officer (CIO), Chief Risk Officer, [removed: Head of Non-Financial Risk, Head of Cyber and] [added: Chief] Technology [removed: Risk,] [added: Risk Officer (CTRO),] and [added: the] CISO.

| [removed: 32 2024] [added: 34 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

[removed: management and information security,] [added: The CISO] reports to the CIO and is responsible for identifying, managing, and, if necessary, remediating [removed: cybersecurity] [added: cyber] risk to ensure the protection of our data, network, and systems.

The primary management-level committees responsible for assessing and managing [removed: cybersecurity] [added: cyber] risk are the Information Technology Oversight Committee, chaired by the CIO, [removed: who has over 20 years of experience in technology leadership roles,] and the Information Technology Risk Committee, chaired by the [removed: Head of Cyber and] [added: Chief] Technology [removed: Risk, who has over 20 years of cybersecurity and risk management experience.][added: Risk Officer.]

Northern Trust’s [removed: cybersecurity and] technology [added: and cyber] risk management program provides the overall structure for identifying, assessing and managing the respective risks in a sustainable manner supported by an organizational structure that reflects support from executive management and includes risk committees comprised of members from across the business.

The program is supported by the Cyber and Technology Risk Management Policy approved by the [removed: Business] Risk Committee.

The Cyber and Technology Risk Management Policy [removed: and Framework are based on] [added: is informed by] the National Institute of Standards and Technology (NIST) Cybersecurity Framework [added: (CSF)] and Cyber Risk Institute (CRI) Profile and provide a comprehensive overview of [removed: cybersecurity and] technology [added: and cyber] risk management governance activities pertaining to the confidentiality of information, integrity of systems, data and processes, and the availability of business functions that may be adversely impacted.

The Technology and Operations Committee, chaired by the former chief information officer and chief transformation officer of a Fortune 50 company, assists the Board in discharging its oversight duties with respect to the technology and operations of the Corporation and receives regular reporting from management on the Corporation’s practices, management, and functioning of risks related to technology and cybersecurity, including the identification, assessment, measurement, treatment and control, monitoring, and reporting of such risks.

Senior technology leaders, including the CIO, CISO, and CTRO, each have more than 20 years of experience in their respective areas of expertise - including leading technology teams in the case of the CIO, leading cyber-security teams including in the areas of risk management and information security in the case of the CISO, and oversight of cybersecurity and risk management, in the case of the CTRO.

The Cybersecurity Risk Oversight Subcommittee of the Business Risk Committee, chaired by the former chief information officer and chief transformation officer of a Fortune 50 company, assists the Business Risk Committee in discharging its oversight duties with respect to cybersecurity risk and meets on a regular basis to provide for an even deeper focus on, and governance framework around, cybersecurity risks inherent in the Corporation’s business.

The CISO has over 20 years of experience leading teams at financial institutions, including in the areas of risk

O’Grady - Mr. O’Grady, age [removed: 59,] [added: 60,] joined Northern Trust in 2011 and has served as Chairman of the Board since 2019, as Chief Executive Officer since 2018 and as President since 2017.

Bellows - Mr. Bellows, age [removed: 61,] [added: 62,] joined Northern Trust in 2011 and has served as Executive Vice President and President of Europe, Middle East and Africa since June [removed: 2024.][added: 2024 and Co-President of Asset Servicing since January 2026.]

Cherecwich - Mr. Cherecwich, age [removed: 60,] [added: 61,] joined Northern Trust in 2007 and has served as Executive Vice President and Chief Operating Officer since October 2024.

[removed: Conway -] [added: Alexandria Taylor -] Ms. [removed: Conway,] [added: Taylor,] age [removed: 51,] [added: 43,] joined Northern Trust in [removed: 2021] [added: 2022] and has served as Executive Vice President and [removed: Head of Strategic Change, Data and Digital] [added: Chief Administrative Officer] since October 2024.

Fox, Jr. - Mr. Fox, age [removed: 65,] [added: 66,] joined Northern Trust in 2012 and has served as Executive Vice President and Chief Financial Officer since October 2024.

Before joining Northern Trust, Mr. Fox served in various leadership roles with [removed: J.P.Morgan.][added: J.P. Morgan.]

[removed: Fradkin] [added: Tyler] - Mr. [removed: Fradkin,] [added: Tyler,] age [removed: 63,] [added: 54,] joined Northern Trust in [removed: 1985] [added: 2011] and has served as Executive Vice President and [removed: Vice Chairman] [added: President of Wealth Management] since October 2024.

[removed: Gamba] [added: Landers] - Mr. [removed: Gamba,] [added: Landers,] age [removed: 57,] [added: 53,] joined Northern Trust [added: in 2003 and has served] as Executive Vice President [added: since December 2024] and [removed: President of Asset Management in April] [added: as Controller since December] 2023.

[removed: Gossett] [added: Aengus Hallinan] - Mr. [removed: Gossett,] [added: Hallinan,] age [removed: 63,] [added: 53,] joined Northern Trust in [removed: 1983] [added: 2025] and has served as Executive Vice President and Chief Risk Officer since [removed: 2020.][added: May 2025.]

| [removed: 34 2024 ANNUAL REPORT \| NORTHERN TRUST CORPORATION] | | | | | | [added: 2025 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 35] | | |

[removed: Karpinski] [added: Levy] - Ms. [removed: Karpinski,] [added: Levy,] age [removed: 62,] [added: 68,] joined Northern Trust in [removed: 2006] [added: 2014] and has served as Executive Vice President [removed: since 2016] and [removed: as Global Head of Regulatory Affairs] [added: General Counsel] since [removed: December 2023.][added: that time.]

[removed: Landers] [added: South] - Mr. [removed: Landers,] [added: South,] age [removed: 52,] [added: 56,] joined Northern Trust in [removed: 2003] [added: 1999] and has served as Executive Vice President [removed: since December 2024] and [removed: as Controller] [added: Chief Information Officer] since [removed: December 2023.][added: 2018.]

[removed: Parker] [added: Guy Gibson] - [removed: Ms. Parker,] [added: Mr. Gibson,] age [removed: 64,] [added: 51,] joined Northern Trust in [removed: 1982] [added: 2016] and has served as Executive Vice President and [removed: President] [added: Head] of [added: Institutional Banking and Global Markets since 2022 and Co-President of] Asset Servicing since [removed: October 2024.][added: January 2026.]

[removed: Tyler -] [added: Michael Hunstad, Ph.D. \-] Mr. [removed: Tyler,] [added: Hunstad,] age [removed: 53,] [added: 48,] joined Northern Trust in [removed: 2011] [added: 2012] and has served as [removed: Executive Vice] President [removed: and President] of [removed: Wealth] [added: Asset] Management since [removed: October 2024.][added: September 2025.]

| [removed: | | | | | | 2024] [added: 36 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 35] | | | [added: | | | | | |]

Before joining Northern Trust in 2016, Mr. Gibson co-founded Aviate Global LLP in 2007, which Northern Trust acquired in 2016.

Prior to joining Northern Trust, Mr. Hallinan spent over five years at Bank of New York Mellon Corporation, where he served as Managing Director from 2020 to May 2025; as Chief Risk Officer, Securities Services & Digital, AI Hub & Growth Venture from 2023 to May 2025; as Chief Operational Risk Officer & Chief Risk Officer for Securities Services & Digital from 2021 to 2024; as Chief Technology Risk Officer from 2020 to 2021; and as Head of Enterprise-Wide Risk Management from 2020 to 2021.

Prior to that, Mr. Hunstad served as Global Co-Chief Investment Officer from June 2025 to September 2025, and as Deputy Chief Investment Officer from July 2023 to June 2025.

Before joining Northern Trust, Mr. Hunstad was head of research at Breakwater Capital and head of quantitative asset allocation at Allstate Investments.

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| | | | | | | | | | |

| | | | | | | 2025 ANNUAL REPORT \| NORTHERN TRUST CORPORATION 37 | | |

Kelley A.

Prior to that, Ms. Conway served as Executive Vice President and Head of Corporate and Digital Strategy.

Prior to joining Northern Trust, Ms. Conway led the Financial Services Technology Advisory practice in North America and Global Capital Markets Applied Intelligence Practice at Accenture, where she had been employed since 2017.

Steven L.

Prior to that, Mr. Fradkin served as President of Wealth Management since 2014, and as President of Corporate & Institutional Services from 2009 to 2014.

From 2004 to 2009, he served as Chief Financial Officer.

Daniel E.

Before joining Northern Trust, Mr. Gamba spent over two decades at Blackrock, Inc., where he served as Co-Head of Fundamental Equities from 2020 to February 2023, as Global Head of Active Equity Product Strategy from 2016 to 2020, and as Head of Americas Institutional iShares Business and Co-Head iShares U.S. from 2011 to 2016.

Prior to that, Mr. Gamba served in various executive roles at Blackrock, Inc.

Mark C.

Prior to that, Mr. Gossett served as Chief Credit Officer and Head of Market and Liquidity Risk from 2014 to 2020 and as Co-Head of Global Foreign Exchange from 2012 to 2014.

Mr. Gossett also previously served as the Chief Risk Officer of Asset Management from 2009 to 2012 and as the Chief Operating Officer of Asset Management from 2005 to 2009.

Jane B.

Ms. Karpinski previously served as Chief Audit Executive from 2017 to December 2023, and as Controller from 2013 to 2017.

Prior to that, she served as International Chief Financial Officer from 2012 to 2013, and as Chief Financial Officer for Europe, Middle East and Africa from 2007 to 2012.

Levy - Ms. Levy, age 67, joined Northern Trust in 2014 and has served as Executive Vice President and General Counsel since that time.

Teresa A.

Prior to that, Ms. Parker served as President of Europe, Middle East and Africa since 2017 and as Chief Operating Officer of Corporate & Institutional Services from 2014 to 2017.

From 2009 to 2014, she served as Executive Vice President, Corporate & Institutional Services for the Asia-Pacific region.

South - Mr. South, age 55, joined Northern Trust in 1999 and has served as Executive Vice President and Chief Information Officer since 2018.

Alexandria Taylor - Ms. Taylor, age 42, joined Northern Trust in 2022 and has served as Executive Vice President and Chief Administrative Officer since October 2024.

Our common stock is listed on The NASDAQ Stock Market LLC under the symbol “NTRS.” There were [removed: 1,417] [added: 1,356] stockholders of record as of January 31, [removed: 2025.][added: 2026.]

The following table shows certain information relating to the Corporation’s purchases of common stock through our share repurchase program for the three months ended December 31, [removed: 2024.][added: 2025.]

TABLE 2: REPURCHASES OF COMMON STOCK IN THE FOURTH QUARTER OF [removed: 2024][added: 2025]

| [removed: PERIOD] [added: (Dollars in millions except per share amounts; shares in thousands)] | | | TOTAL NUMBER OF SHARES PURCHASED | | | AVERAGE PRICE PAID PER SHARE | | | TOTAL NUMBER OF SHARES PURCHASED AS PART OF A PUBLICLY ANNOUNCED PLAN | | | MAXIMUM [removed: NUMBER] [added: APPROXIMATE DOLLAR VALUE] OF SHARES THAT MAY YET BE PURCHASED UNDER THE [added: PUBLICLY ANNOUNCED] PLAN | | |

[removed: The repurchase authorization approved by the Board of Directors has no expiration date, thus] [added: Thus] the Corporation retains the ability to repurchase when circumstances warrant and applicable regulation permits.

| [removed: 36 2024] [added: 38 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

The following graph compares the cumulative total stockholder return on the Corporation’s common stock to the cumulative total return of the S&P 500 Index and the KBW Bank Index for the five fiscal years ended December 31, [removed: 2024.][added: 2025.]

The cumulative total stockholder return assumes the investment of $100 in the Corporation’s common stock and in each index on December 31, [removed: 2019] [added: 2020] and assumes reinvestment of dividends.

Total Return Assumes $100 Invested on December 31, [removed: 2019] [added: 2020] with Reinvestment of Dividends

[removed: ][added: ]

| | | | [removed: 2019 | | |] 2020 | | | 2021 | | | 2022 | | | 2023 | | | [removed: 2024] [added: 2024] | | | [added: 2025 | | |]

| PERIOD: | | | | | | | | | | | | | | |

| October 1 - 31, 2025 | | | 1,080 | | | $ | 128.44 | | 1,080 | | | $ | 2,159 | |

| November 1 - 30, 2025 | | | 1,216 | | | 128.01 | | | 1,216 | | | 2,004 | | |

| December 1 - 31, 2025 | | | 541 | | | 136.40 | | | 541 | | | 1,930 | | |

| Total (Fourth Quarter) | | | 2,837 | | | $ | 129.78 | | 2,837 | | | $ | 1,930 | |

On July 22, 2025 the Corporation’s Board of Directors approved a new common stock repurchase authorization (the “New Stock Repurchase Authorization”) authorizing, but not obligating, the repurchase of up to $2.5 billion (the “Maximum Program Amount”) of the Corporation’s outstanding shares of common stock from time to time.

The New Stock Repurchase Authorization replaces the previously announced authorization approved on October 19, 2021.

All funds expected in connection with repurchases after the New Stock Repurchase Authorization shall count against the Maximum Program Amount.

The New Stock Repurchase Authorization has no expiration date.

The Corporation expects to acquire shares of common stock under the New Stock Repurchase Authorization through open market transactions, block trades, privately negotiated transactions, and/or pursuant to any trading plan that may be adopted by the Corporation’s management in accordance with federal securities laws from time to time, including pursuant to Rule 10b5-1 of the Exchange Act.

The timing and actual number of shares of common stock repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities.

The New Stock Repurchase Authorization does not obligate the Corporation to acquire a specific dollar amount or number of shares and may be modified, suspended or discontinued at any time.

| Northern Trust | | | $ | 100 | | $ | 132 | | $ | 100 | | $ | 99 | | $ | 125 | | $ | 176 | |

| S&P 500 Index | | | 100 | | | 129 | | | 105 | | | 133 | | | 166 | | | 196 | | |

| KBW Bank Index | | | 100 | | | 138 | | | 109 | | | 108 | | | 148 | | | 196 | | |

| October 1 - 31, 2024 | | | 223,867 | | | $ | 101.85 | | 223,867 | | | 13,076,283 | | |

| November 1 - 30, 2024 | | | 1,259,715 | | | 106.36 | | | 1,259,715 | | | 11,816,568 | | |

| December 1 - 31, 2024 | | | 867,740 | | | 108.45 | | | 867,740 | | | 10,948,828 | | |

| Total (Fourth Quarter) | | | 2,351,322 | | | $ | 106.70 | | 2,351,322 | | | 10,948,828 | | |

On October 19, 2021, the Corporation announced a share repurchase program under which the Corporation’s Board of Directors authorized the Corporation to repurchase up to 25.0 million shares of the Corporation’s common stock.

| Northern Trust | | | $ | 100 | | $ | 91 | | $ | 119 | | $ | 91 | | $ | 90 | | $ | 113 | |

| S&P 500 Index | | | 100 | | | 118 | | | 152 | | | 125 | | | 158 | | | 197 | | |

| KBW Bank Index | | | 100 | | | 90 | | | 124 | | | 98 | | | 97 | | | 133 | | |

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 37] [added: 39] | | |

We have audited the accompanying consolidated balance sheets of Northern Trust Corporation and subsidiaries (the Corporation) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Corporation as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Corporation’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, [removed: 2025] [added: 2026] expressed an unqualified opinion on the effectiveness of the Corporation’s internal control over financial reporting.

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 91] [added: 89] | | |

As discussed in Notes 1 and 6 to the consolidated financial statements, the Corporation’s allowance for credit losses for commercial loans evaluated on a collective basis (the collective ACL) was [removed: $137.3] [added: $126.6] million of a total allowance for credit losses assigned to loans of [removed: $168.0] [added: $164.3] million as of December 31, [removed: 2024.][added: 2025.]

The estimation methodology and the related qualitative adjustment framework segregate the loan portfolio into [removed: segments] [added: classes] based on loan and obligor specific factors, including loan type, borrower type, collateral type, loan size, and borrower credit quality.

For each [removed: segment,] [added: class,] the probability of default (PD) and loss given default (LGD) are derived for each quarter of the remaining life of each instrument.

The quantitative allowance is then reviewed within the qualitative adjustment framework, through which the Corporation applies judgment by assessing internal risk factors, potential limitations in the quantitative methodology, and other factors that are not fully contemplated in the forecast to compute adjustments to the quantitative allowance that may impact individual or multiple [removed: segments] [added: classes] of the loan portfolio.

| [removed: 92 2024] [added: 90 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

[removed: ][added: ]

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 93] [added: 91] | | |

| | | | [removed: DECEMBER] [added: DECEMBER] 31, [added: 2025] | | | | | | [added: | | | | | | | | | | | | | | |]

| (In Millions Except Share Information) | | | [removed: 2024] [added: 2025] | | | [added: 2024 | | |] 2023 | | |

| Cash and Due from Banks | | | [removed: $] [added: $] | [removed: 4,677.2] [added: 4,677.2] | | $ | [removed: 4,791.5] [added: 4,677.2] | | [added: $ | 4,677.2 | | $ | — | | $ | — | |]

| Federal Reserve and Other Central Bank Deposits | | | [removed: 38,775.4] [added: 38,775.4] | | | [removed: 34,326.2] [added: 38,775.4] | | | [added: — | | | 38,775.4 | | | — | | |]

| Interest-Bearing Deposits with Banks | | | [removed: 1,944.7] [added: 1,944.7] | | | [removed: 1,939.0] [added: 1,944.7] | | | [added: — | | | 1,944.7 | | | — | | |]

| Securities Purchased under Agreements to [removed: Resell] [added: Resell(2)] | | | [removed: 426.0] [added: $] | [added: 65,338.8] | | [removed: 784.7] [added: $] | [added: 64,912.8] | | [added: $ | 426.0 | | $ | 426.0 | | $ | — | |]

| Available for Sale (Amortized cost of [removed: $29,229.1] [added: $34,102.4] and [removed: $23,659.0)] [added: $29,229.1)] | | | [removed: 29,001.5] [added: 34,036.5] | | | [removed: 23,089.8] [added: 29,001.5] | | |

| Held to Maturity (Fair value of [removed: $20,654.5] [added: $22,381.2] and [removed: $24,473.0)] [added: $20,654.5)] | | | [removed: 22,296.7] [added: 23,429.6] | | | [removed: 26,221.7] [added: 22,296.7] | | |

| Total Debt Securities | | | [removed: 51,298.2] [added: 57,466.1] | | | [removed: 49,311.5] [added: 51,298.2] | | |

| Commercial | | | [removed: 20,278.8] [added: 20,431.0] | | | [removed: 25,412.8] [added: 20,278.8] | | |

| Personal | | | [removed: 23,111.8] [added: 21,517.3] | | | [removed: 22,204.2] [added: 23,111.8] | | |

| Total Loans (Net of unearned income of [removed: $6.3] [added: $5.3] and [removed: $5.9)] [added: $6.3)] | | | [removed: 43,390.6] [added: 41,948.3] | | | [removed: 47,617.0] [added: 43,390.6] | | |

| Allowance for Credit Losses | | | [removed: (175.5)] [added: (175.0)] | | | [removed: (192.3)] [added: (175.5)] | | |

| Buildings and Equipment | | | [removed: 490.3] [added: 464.6] | | | [removed: 502.2] [added: 490.3] | | |

| Goodwill | | | [removed: 694.9] [added: 712.9] | | | [removed: 702.3] [added: 694.9] | | |

| Total Assets | | | $ | [removed: 155,508.4] [added: 177,132.7] | | $ | [removed: 150,783.1] [added: 155,508.4] | |

| Demand and Other Noninterest-Bearing | | | $ | [removed: 14,325.6] [added: 14,810.7] | | $ | [removed: 14,246.4] [added: 14,325.6] | |

| Savings, Money Market and Other Interest-Bearing | | | [removed: 26,122.6] [added: 28,984.1] | | | [removed: 25,252.1] [added: 26,122.6] | | |

| Savings Certificates and Other Time | | | [removed: 5,731.7] [added: 6,418.9] | | | [removed: 4,109.7] [added: 5,731.7] | | |

| Non U.S. Offices — Noninterest-Bearing | | | [removed: 10,027.9] [added: 12,537.9] | | | [removed: 8,584.7] [added: 10,027.9] | | |

| — Interest-Bearing | | | [removed: 66,274.9] [added: 80,046.1] | | | [removed: 63,971.1] [added: 66,274.9] | | |

| Total Deposits | | | [removed: 122,482.7] [added: 142,797.7] | | | [removed: 116,164.0] [added: 122,482.7] | | |

| Federal Funds Purchased | | | [removed: 2,159.5] [added: 2,159.5] | | | [removed: 3,045.4] [added: 2,159.5] | | | [added: — | | | 2,159.5 | | | — | | |]

| Securities Sold Under Agreements to Repurchase | | | [removed: 462.0] [added: 462.0] | | | [removed: 784.7] [added: 462.0] | | | [added: — | | | 462.0 | | | — | | |]

| Other Borrowings | | | [removed: 6,521.0] [added: 7,158.3] | | | [removed: 6,567.8] [added: 6,521.0] | | |

| Senior Notes | | | [removed: 2,769.7] [added: 3,351.5] | | | [removed: 2,773.2] [added: 2,769.7] | | |

| Long-Term Debt | | | [removed: 4,081.3] [added: 3,484.4] | | | [removed: 4,065.0] [added: 4,081.3] | | |

| Other Liabilities | | | [removed: 4,243.8] [added: 4,949.6] | | | [removed: 5,485.1] [added: 4,243.8] | | |

| Total Liabilities | | | [removed: 142,720.0] [added: 164,174.8] | | | [removed: 138,885.2] [added: 142,720.0] | | |

February 24, 2026

| Federal Funds Sold and Securities Purchased under Agreements to Resell | | | 2,654.1 | | | 451.0 | | |

| Other Assets | | | 12,934.3 | | | 13,961.6 | | |

| Average Number of Common Shares Outstanding – Diluted | | | 192,246,525 | | | 201,870,105 | | | 207,563,746 | | |

*See accompanying notes to consolidated financial statements on pages* *[96](#i71a645d09f924b3194929eff6809eb51_178)\-[164](#i69a9f3a6ba5a433c81a2627f670e6352_251).*

| Excise Tax on Share Repurchases | | | — | | | — | | | — | | | — | | | — | | | (10.9) | | | (10.9) | | |

| Balance at December 31, 2025 | | | $ | 884.9 | | $ | 408.6 | | $ | 1,039.0 | | $ | 16,709.3 | | $ | (590.5) | | $ | (5,493.4) | | $ | 12,957.9 | |

*See accompanying notes to consolidated financial statements on pages* *[96](#i71a645d09f924b3194929eff6809eb51_178)\-[164](#i69a9f3a6ba5a433c81a2627f670e6352_251).*

| Net Income | | | $ | 1,736.9 | | $ | 2,031.1 | | $ | 1,107.3 | |

| Provision for Credit Losses | | | (7.5) | | | (3.0) | | | 24.5 | | |

| Change in Federal Funds Sold and Securities Purchased under Agreements to Resell | | | (2,175.6) | | | 276.6 | | | 317.4 | | |

*(2)* *See Note 20, “Income Taxes” for additional information.*

*See accompanying notes to consolidated financial statements on pages* *[96](#i71a645d09f924b3194929eff6809eb51_178)\-[164](#i69a9f3a6ba5a433c81a2627f670e6352_251).*

For loan modifications to borrowers experiencing financial difficulty the expected cash-flows are measured utilizing the post-modification effective interest rate and contractual terms.

On January 1, 2025, Northern Trust adopted ASU No. 2023-08, “Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets” (ASU 2023-08).

ASU 2023-08 requires entities to subsequently measure certain crypto assets at fair value, with changes in fair value recorded in net income in each reporting period, and present crypto assets separately from other intangible assets on the face of the balance sheet and changes in fair value of crypto assets separately from changes in the carrying amount of other intangible assets on the statement of income.

ASU 2023-08 also requires enhanced disclosures about in-scope crypto assets and respective activities.

ASU 2023-09 enhances disclosures by further disaggregating existing annual income tax disclosures related to the effective tax rate reconciliation and income taxes paid.

Please refer to Note 20 – Income Taxes for further information.

| | | | DECEMBER 31, 2025 | | | | | | | | | | | | | | | | | |

| Total Available for Sale | | | $ | 8,172.4 | | | | | $ | 25,864.1 | | $ | — | | $ | — | | $ | 34,036.5 | |

| Equity Securities(1) | | | 85.0 | | | | | | 127.4 | | | — | | | — | | | 212.4 | | |

| Foreign Exchange Contracts | | | — | | | | | | 1,988.8 | | | — | | | (1,696.1) | | | 292.7 | | |

| Interest Rate Contracts | | | — | | | | | | 104.8 | | | — | | | (82.4) | | | 22.4 | | |

| Total Derivative Assets | | | $ | — | | | | | $ | 2,094.3 | | $ | — | | $ | (1,779.2) | | $ | 315.1 | |

| Foreign Exchange Contracts | | | — | | | | | | 2,247.9 | | | — | | | (1,139.4) | | | 1,108.5 | | |

| Interest Rate Contracts | | | — | | | | | | 130.4 | | | — | | | (5.0) | | | 125.4 | | |

| Other Financial Derivatives(3) | | | — | | | | | | 1.6 | | | 29.7 | | | (31.3) | | | — | | |

| Total Derivative Liabilities | | | $ | — | | | | | $ | 2,379.9 | | $ | 29.7 | | $ | (1,175.7) | | $ | 1,233.9 | |

*(1)* *Equity securities consists of a money market investment, seed capital investments to certain funds managed by Northern Trust, and Visa Class C common shares with a fair value of $85.0 million, $112.5 million, and $14.9 million, respectively, respectively, as of December 31, 2025.*

*(2)* *Other Financial Derivatives assets consists of total return swap contracts.*

| (In Millions) | | | 2025 | | | 2024 | | |

There was no outstanding OREO as of December 31, 2025 and December 31, 2024.

| | | | DECEMBER 31, 2025 | | | | | | | | | | | | | | | | | | | | |

| | | | DECEMBER 31, 2025 | | | | | | | | | | | | | | |

| Held for Sale | | | 6.8 | | | 6.8 | | | — | | | 6.8 | | | | | |

| Other Assets | | | 1,668.6 | | | 1,664.8 | | | 86.3 | | | 1,578.5 | | | — | | |

| Deposits | | | 142,797.7 | | | 142,348.6 | | | — | | | 142,348.6 | | | — | | |

| Other Borrowings | | | 7,158.3 | | | 7,185.5 | | | — | | | 7,185.5 | | | — | | |

| Long-Term Debt | | | 3,484.4 | | | 3,596.8 | | | — | | | 3,596.8 | | | — | | |

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

February 24, 2025

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Federal Funds Sold | | | 25.0 | | | — | | |

| Client Security Settlement Receivables | | | 41.1 | | | 212.6 | | |

| Other Assets | | | 13,920.5 | | | 10,788.4 | | |

| | | | | | | | | | | | |

| – Diluted | | | 201,870,105 | | | 207,563,746 | | | 208,867,264 | | |

| Balance at January 1, 2022 | | | $ | 884.9 | | $ | 408.6 | | $ | 939.3 | | $ | 13,117.3 | | $ | (35.6) | | $ | (3,297.7) | | $ | 12,016.8 | |

| Change in Federal Funds Sold | | | (25.0) | | | 32.0 | | | (32.0) | | |

| Change in Client Security Settlement Receivables | | | 159.9 | | | 1,505.5 | | | 258.0 | | |

| Transfers from Available for Sale Debt Securities to Held to Maturity Debt Securities | | | — | | | — | | | 6,623.3 | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

expected to result in debt repayment or restoration to a current status in the near future).

The expected credit loss for modifications to borrowers experiencing financial difficulty is measured based on either the expected future cash flows, the value of collateral, or other factors that may impact the borrower’s ability to pay.

Northern Trust elected not to project changes in the factor for purposes of estimating expected future cash flows.

If the loan is collateral dependent, the expected loss is measured based on the fair value of the collateral at the reporting date.

The nature and extent of further deterioration in credit quality, including a subsequent default, is considered in the determination of an appropriate level of allowance for credit losses for all loan modifications to borrowers experiencing financial difficulty.

Client Security Settlement Receivables. These receivables result from custody client security sales executed under contractual settlement date accounting that have not yet settled as well as custody client withdrawals from short-term investment funds that settle on the following business day.

Northern Trust advances cash to the client on the date of either trade execution or client withdrawal and awaits collection from either the settled trade or short-term investment funds.

T.

The amendments in ASU 2023-02 allow entities to elect the proportional amortization method to account for tax equity investments if certain conditions are met regardless of the tax credit program from which the income tax credits are received.

Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the income tax credits and other income tax benefits received and recognizes the net amortization and income tax credits and other income tax benefits in the income statement as a component of income tax expense (benefit).

In addition, ASU 2023-02 requires specific disclosures that must be applied to all investments that generate income tax credits and other income tax benefits for which the entity has elected to apply the proportional amortization method in accordance with Subtopic 323-740.

On January 1, 2024, Northern Trust adopted ASU No. 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (ASU 2022-03).

The amendments in ASU 2022-03 clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.

ASU 2022-03 also clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.

Additionally, ASU 2022-03 introduces new disclosure requirements to provide investors with information about contractual sale restrictions including the nature and remaining duration of these restrictions.

ASU 2023-07 significantly expands disclosures about a public entity’s reportable segments, primarily through more frequent and enhanced disclosures about significant segment expenses.

Additionally, ASU 2023-07 requires disclosure of the title and position of the Chief Operating Decision Maker (CODM) and how the CODM uses the reported measure of a segment’s profit or loss.

Upon adoption of ASU 2023-07, the impact was limited to certain enhancements within the notes to the consolidated financial statements and did not impact Northern Trust’s consolidated balance sheets or consolidated statements of income.

Visa Class C common shares are also categorized as Level 2 assets and are valued using quoted active market prices for similar securities (Visa Class A common shares).

See “Visa Class B Common Shares and Makewhole Agreement” under Note 24, “Commitments and Contingent Liabilities,” for further information.

| | | | DECEMBER 31, 2023 | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | DECEMBER 31, 2023 | | | | | | | | | | | | | | |

| Money Market Investment | | | 95.0 | | | — | | | — | | | — | | | 95.0 | | |

| Foreign Exchange Contracts | | | — | | | 3,266.7 | | | — | | | (2,937.2) | | | 329.5 | | |

As of December 31, [removed: 2024,] [added: 2025,] the Corporation’s management, with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Based on such evaluation, such officers have concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Corporation’s disclosure controls and procedures are effective.

Management assessed the Corporation’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on the criteria for effective internal control over financial reporting described in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Corporation maintained effective internal control over financial reporting.

Additionally, KPMG LLP, the independent registered public accounting firm that audited the Corporation’s consolidated financial statements as of, and for the year ended, December 31, [removed: 2024,] [added: 2025,] included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Corporation’s internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 169] [added: 165] | | |

We have audited Northern Trust Corporation and subsidiaries’ (the Corporation) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Corporation as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements), and our report dated February 24, [removed: 2025] [added: 2026] expressed an unqualified opinion on those consolidated financial statements.

[removed: ][added: ]

| [removed: 170 2024] [added: 166 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

February 24, 2026

February 24, 2025

During the three months ended December 31, [removed: 2024,] [added: 2025,] none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended) adopted, terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

The information called for by this item is incorporated by reference to “Supplemental Item – Information About Our Executive Officers” in Part I of this Annual Report on Form 10-K, as well as the following sections of the Corporation’s definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders: “Item 1 – Election of Directors,” [removed: “Information about the Nominees for Director,” “Security] [added: “Our Board of Directors,” “Stock] Ownership [added: Information – Security Ownership] by Directors and Executive Officers,” “Corporate Governance – [added: Governance Policies and Practices –] Code of Business Conduct and Ethics,” [removed: “Corporate Governance] [added: “Our Board of Directors] – Director [removed: Nominations and Qualifications] [added: Nomination] and [removed: Proxy Access,”] [added: Refreshment Process,”] “Corporate Governance – [added: Governance Policies and Practices -] Securities Transaction Policy and Policy Against Hedging,” [removed: “Board and] [added: “Corporate Governance –] Board [removed: Committee Information] [added: Structure] – [added: Committees of the Board –] Audit Committee” and [removed: “Board and Board Committee Information] [added: “Corporate Governance] – Board [removed: Committees.”][added: Structure – Committees of the Board.”]

The information called for by this item is incorporated herein by reference to the “Compensation Discussion and Analysis,” “Human Capital and Compensation Committee Report,” “Executive [removed: Compensation,”] [added: Compensation Tables,”] and [removed: “Director] [added: “Corporate Governance –Director] Compensation” sections of the Corporation’s definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders.

The information called for by this item is incorporated herein by reference to the [removed: “Security] [added: “Stock] Ownership [added: Information – Security Ownership] by Directors and Executive Officers,” [removed: “Security] [added: “Stock] Ownership [added: Information – Security Ownership] of Certain Beneficial Owners,” and “Equity Compensation Plan Information” sections of the Corporation’s definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders.

The information called for by this item is incorporated herein by reference to the [removed: “Board and] [added: “Corporate Governance –] Board [removed: Committee Information,”] [added: Structure - Committees of the Board,”] “Corporate Governance – [added: Board Structure – Committees of the Board -] Director Independence” and the “Corporate Governance – [added: Governance Policies and Practices -] Related Person [removed: Transactions Policy”] [added: Transactions”] sections of the Corporation’s definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders.

The information called for by this item is incorporated herein by reference to the “Audit Matters” section of the Corporation’s definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Stockholders.

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 171] [added: 167] | | |

| Consolidated Balance Sheets - December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | |

| Consolidated Statements of Income - Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | |

| Consolidated Statements of Comprehensive Income - Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | |

| Consolidated Statements of Changes in Stockholders’ Equity - Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | |

| Consolidated Statements of Cash Flows - Years Ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] | | |

| [removed: [3.4](https://www.sec.gov/Archives/edgar/data/73124/000007312424000280/ntccorporationby-laws202.htm)] [added: [3.4](https://www.sec.gov/Archives/edgar/data/73124/000007312425000159/a31revisedntccorporationby.htm)] | | | [By-laws of Northern Trust Corporation, as [removed: amended November 19, 2024 (incorporated] [added: amended](https://www.sec.gov/Archives/edgar/data/73124/000007312425000159/a31revisedntccorporationby.htm) [April 22, 2](https://www.sec.gov/Archives/edgar/data/73124/000007312425000159/a31revisedntccorporationby.htm)[025](https://www.sec.gov/Archives/edgar/data/73124/000007312425000159/a31revisedntccorporationby.htm) [(incorporated] herein by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K [removed: filed November 22, 2024).](https://www.sec.gov/Archives/edgar/data/73124/000007312424000280/ntccorporationby-laws202.htm)] [added: filed](https://www.sec.gov/Archives/edgar/data/73124/000007312425000159/a31revisedntccorporationby.htm) [April 23, 2025](https://www.sec.gov/Archives/edgar/data/73124/000007312425000159/a31revisedntccorporationby.htm)[).](https://www.sec.gov/Archives/edgar/data/73124/000007312425000159/a31revisedntccorporationby.htm)] | | |

| [removed: [4.3](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex43.htm)] [added: [4.3](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex43.htm)] | | | [Description of securities registered pursuant to Section 12 of the Securities Exchange Act of [removed: 1934.](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex43.htm)] [added: 1934.](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex43.htm)] | | |

| [removed: 172 2024] [added: 168 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

| [(ii)](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kexx102ii.htm) | | | [Amendment Number Two, dated November 5, 2024 and effective January 1, [removed: 2025.](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kexx102ii.htm)] [added: 2025](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kexx102ii.htm) [](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kexx102ii.htm)[(incorporated herein by reference to Exhibit 10.2(](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kexx102ii.htm)[i](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kexx102ii.htm)[i) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 202](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kexx102ii.htm)[4](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kexx102ii.htm)[)](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kexx102ii.htm)[.](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kexx102ii.htm)] | | |

| [(iv)](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex103iv.htm) | | | [Amendment Number Four, dated November 5, 2024 and effective January 1, [removed: 2025.](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex103iv.htm)] [added: 2025](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex103iv.htm) [](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex103iv.htm)[(incorporated herein by reference to Exhibit 10.3(i](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex103iv.htm)[v](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex103iv.htm)[) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 202](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex103iv.htm)[4](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex103iv.htm)[)](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex103iv.htm)[.](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex103iv.htm)] | | |

| [removed: [(ii)](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex104ii.htm)[](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex104ii.htm)] [added: [(ii)](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex104ii.htm)] | | | [Amendment Number Two, dated November 5, 2024 and effective January 1, [removed: 2025.](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex104ii.htm)] [added: 2025 (incorporated herein by reference to Exhibit 10.4(ii) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024).](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex104ii.htm)] | | |

| [(i)](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex105i.htm) | | | [Amendment Number One, dated November 5, 2024 and effective January 1, [removed: 2025.](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex105i.htm)] [added: 2025 (incorporated herein by reference to Exhibit 10.5(i) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024).](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex105i.htm)] | | |

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 173] [added: 169] | | |

| [removed: [(i](https://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm)[ii](https://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm)[)](https://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm)] [added: [(iii)](https://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm)] | | | [Form of 2022 Performance Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).](https://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit101.htm) | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit101.htm)[i](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit101.htm)[v)](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit101.htm)] [added: [(iv)](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit101.htm)] | | | [Form of 2023 Performance Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit101.htm) | | |

| [removed: [(v](https://www.sec.gov/Archives/edgar/data/73124/000007312424000159/q12024ex101.htm)[)](https://www.sec.gov/Archives/edgar/data/73124/000007312424000159/q12024ex101.htm)] [added: [(v)](https://www.sec.gov/Archives/edgar/data/73124/000007312424000159/q12024ex101.htm)] | | | [Form of 2024 Performance Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).](https://www.sec.gov/Archives/edgar/data/73124/000007312424000159/q12024ex101.htm) | | |

| [removed: [(v](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit102.htm)[i)](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit102.htm)] [added: [(vii)](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit102.htm)] | | | [Form of 2021 Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).](https://www.sec.gov/Archives/edgar/data/0000073124/000007312421000185/q12021exhibit102.htm) | | |

| [removed: [(vi](https://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit102.htm)[i)](https://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit102.htm)] [added: [(viii)](https://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit102.htm)] | | | [Form of 2022 Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).](https://www.sec.gov/Archives/edgar/data/73124/000007312422000148/q12022exhibit102.htm) | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit102.htm)[viii](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit102.htm)[)](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit102.htm)] [added: [(ix)](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit102.htm)] | | | [Form of 2023 Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).](https://www.sec.gov/Archives/edgar/data/73124/000007312423000130/q12023exhibit102.htm) | | |

| [removed: [(](https://www.sec.gov/Archives/edgar/data/73124/000007312424000159/q12024ex102.htm)[ix](https://www.sec.gov/Archives/edgar/data/73124/000007312424000159/q12024ex102.htm)[)](https://www.sec.gov/Archives/edgar/data/73124/000007312424000159/q12024ex102.htm)] [added: [(x)](https://www.sec.gov/Archives/edgar/data/73124/000007312424000159/q12024ex102.htm)] | | | [Form of 2024 Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).](https://www.sec.gov/Archives/edgar/data/73124/000007312424000159/q12024ex102.htm) | | |

| [removed: 174 2024] [added: 170 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION | | | | | | | | |

| [removed: [10.15](https://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1017.htm)] [added: [10.15](https://www.sec.gov/Archives/edgar/data/73124/000007312425000235/q22025ex101.htm)] | | | [Northern Trust Corporation Non-Employee Director Compensation Plan, as amended (incorporated herein by reference to Exhibit [removed: 10.17] [added: 10.1] to the Corporation’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2021).](https://www.sec.gov/Archives/edgar/data/73124/000007312422000071/a202110-kexx1017.htm)] [added: June 30, 2025](https://www.sec.gov/Archives/edgar/data/73124/000007312425000235/q22025ex101.htm)[).](https://www.sec.gov/Archives/edgar/data/73124/000007312425000235/q22025ex101.htm)] | | |

| [removed: [10.16](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex1016.htm)] [added: [10.16](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex1016.htm)] | | | [Northern Partners Incentive Plan, as amended and restated on January 21, [removed: 2025.](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex1016.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex1016.htm)[6](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex1016.htm)[.](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex1016.htm)] | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/73124/000007312419000197/q22019ex101.htm)[7](https://www.sec.gov/Archives/edgar/data/73124/000007312419000197/q22019ex101.htm)[](https://www.sec.gov/Archives/edgar/data/73124/000007312419000197/q22019ex101.htm)] [added: [10.17](https://www.sec.gov/Archives/edgar/data/73124/000007312419000197/q22019ex101.htm)] | | | [The Northern Trust Company Death Benefit Plan (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).](https://www.sec.gov/Archives/edgar/data/73124/000007312419000197/q22019ex101.htm) | | |

| [removed: [10.1](https://www.sec.gov/Archives/edgar/data/73124/000119312522137801/d307609dex101.htm)[8](https://www.sec.gov/Archives/edgar/data/73124/000119312522137801/d307609dex101.htm)[](https://www.sec.gov/Archives/edgar/data/73124/000119312522137801/d307609dex101.htm)] [added: [10.18](https://www.sec.gov/Archives/edgar/data/73124/000119312522137801/d307609dex101.htm)] | | | [Transition Agreement by and between Northern Trust Corporation and Shundrawn A. Thomas, dated as of May 3, 2022 (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed May 3, 2022).](https://www.sec.gov/Archives/edgar/data/73124/000119312522137801/d307609dex101.htm) | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex21.htm)] | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex21.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex21.htm)] | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex23.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex23.htm)] | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex23.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex23.htm)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex311.htm)] | | | [Rule 13a-14(a)/15d-14(a) Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex311.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex312.htm)] | | | [Rule 13a-14(a)/15d-14(a) Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex312.htm)] | | |

| [removed: [32](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex32.htm)[*](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex32.htm)[](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex32.htm)] [added: [32](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex32.htm)[*](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex32.htm)] | | | [Certifications of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex32.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/73124/000007312426000016/q4_202510-kex32.htm)] | | |

| [97](https://www.sec.gov/Archives/edgar/data/0000073124/000007312424000073/a202310-kexx97.htm) | | | [Northern Trust Corporation Rule 10D-1 Incentive-Based Compensation Recoupment [removed: Policy](https://www.sec.gov/Archives/edgar/data/0000073124/000007312424000073/a202310-kexx97.htm) [](https://www.sec.gov/Archives/edgar/data/0000073124/000007312424000073/a202310-kexx97.htm)[(incorporated] [added: Policy (incorporated] herein by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/0000073124/000007312424000073/a202310-kexx97.htm) [97](https://www.sec.gov/Archives/edgar/data/0000073124/000007312424000073/a202310-kexx97.htm) [to] [added: Exhibit 97 to] the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023).](https://www.sec.gov/Archives/edgar/data/0000073124/000007312424000073/a202310-kexx97.htm) | | |

| 101 | | | Includes the following financial and related information from the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2024,] [added: 2025,] formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements. | | |

| [(v](https://www.sec.gov/Archives/edgar/data/73124/000007312425000187/q12025ex101.htm)[i](https://www.sec.gov/Archives/edgar/data/73124/000007312425000187/q12025ex101.htm)[)](https://www.sec.gov/Archives/edgar/data/73124/000007312425000187/q12025ex101.htm) | | | [Form of 202](https://www.sec.gov/Archives/edgar/data/73124/000007312425000187/q12025ex101.htm)[5](https://www.sec.gov/Archives/edgar/data/73124/000007312425000187/q12025ex101.htm) [Performance Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202](https://www.sec.gov/Archives/edgar/data/73124/000007312425000187/q12025ex101.htm)[5](https://www.sec.gov/Archives/edgar/data/73124/000007312425000187/q12025ex101.htm)[).](https://www.sec.gov/Archives/edgar/data/73124/000007312425000187/q12025ex101.htm) | | |

| [(xi)](https://www.sec.gov/Archives/edgar/data/73124/000007312425000187/q12025ex102.htm) | | | [Form of 202](https://www.sec.gov/Archives/edgar/data/73124/000007312425000187/q12025ex102.htm)[5](https://www.sec.gov/Archives/edgar/data/73124/000007312425000187/q12025ex102.htm) [Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202](https://www.sec.gov/Archives/edgar/data/73124/000007312425000187/q12025ex102.htm)[5](https://www.sec.gov/Archives/edgar/data/73124/000007312425000187/q12025ex102.htm)[).](https://www.sec.gov/Archives/edgar/data/73124/000007312425000187/q12025ex102.htm) | | |

| [19](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex19.htm) | | | [Securities Transactions Policy (incorporated herein by reference to Exhibit 19 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024).](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex19.htm) | | |

| | | | | | |

| | | | | | |

| [19](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex19.htm) | | | [Securities Transactions Policy.](https://www.sec.gov/Archives/edgar/data/73124/000007312425000105/a202410-kex19.htm) | | |

| | | | | | | [removed: 2024] [added: 2025] ANNUAL REPORT \| NORTHERN TRUST CORPORATION [removed: 175] [added: 171] | | |