Item 1. Consolidated Financial Statements (unaudited)

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Item 1. Consolidated Financial Statements (unaudited)

CONSOLIDATED BALANCE SHEET (UNAUDITED)NORTHERN TRUST CORPORATION
(In Millions Except Share Information)SEPTEMBER 30, 2025DECEMBER 31, 2024
ASSETS
Cash and Due from Banks$5,346.2$4,677.2
Federal Reserve and Other Central Bank Deposits49,374.038,775.4
Interest-Bearing Deposits with Banks1,990.01,944.7
Federal Funds Sold and Securities Purchased under Agreements to Resell1,856.3451.0
Debt Securities
Available for Sale (Amortized cost of $32,974.3 and $29,229.1)32,889.229,001.5
Held to Maturity (Fair value of $21,838.3 and $20,654.5)22,974.922,296.7
Total Debt Securities55,864.151,298.2
Loans
Commercial20,571.120,278.8
Personal22,378.323,111.8
Total Loans (Net of unearned income of $5.5 and $6.3)42,949.443,390.6
Allowance for Credit Losses(174.6)(175.5)
Buildings and Equipment457.1490.3
Goodwill712.9694.9
Other Assets11,887.913,961.6
Total Assets$170,263.3$155,508.4
LIABILITIES
Deposits
Demand and Other Noninterest-Bearing$12,451.6$14,325.6
Savings, Money Market and Other Interest-Bearing29,040.126,122.6
Savings Certificates and Other Time7,358.75,731.7
Non U.S. Offices — Noninterest-Bearing13,440.810,027.9
— Interest-Bearing73,509.966,274.9
Total Deposits135,801.1122,482.7
Federal Funds Purchased1,751.92,159.5
Securities Sold Under Agreements to Repurchase371.5462.0
Other Borrowings6,580.06,521.0
Senior Notes2,847.22,769.7
Long-Term Debt4,094.34,081.3
Other Liabilities5,861.34,243.8
Total Liabilities157,307.3142,720.0
STOCKHOLDERS' EQUITY
Preferred Stock, No Par Value; Authorized 10,000,000 shares:
Series D, authorized and outstanding shares of 5,000493.5493.5
Series E, authorized and outstanding shares of 16,000391.4391.4
Common Stock, $1.66 2/3 Par Value; Authorized 560,000,000 shares;
Outstanding shares of 189,117,369 and 195,969,746408.6408.6
Additional Paid-In Capital1,024.21,025.3
Retained Earnings16,399.815,614.7
Accumulated Other Comprehensive Loss(635.1)(814.0)
Treasury Stock (56,054,155 and 49,201,778 shares, at cost)(5,126.4)(4,331.1)
Total Stockholders’ Equity12,956.012,788.4
Total Liabilities and Stockholders’ Equity$170,263.3$155,508.4

See accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)NORTHERN TRUST CORPORATION
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
(In Millions Except Share Information)2025202420252024
Noninterest Income
Trust, Investment and Other Servicing Fees$1,265.5$1,196.6$3,710.4$3,505.6
Foreign Exchange Trading Income57.254.1166.5169.5
Treasury Management Fees9.58.228.826.5
Security Commissions and Trading Income41.835.5120.5107.7
Other Operating Income60.6111.8167.71,097.5
Investment Security Gains (Losses), net———(189.3)
Total Noninterest Income1,434.61,406.24,193.94,717.5
Net Interest Income
Interest Income2,144.32,530.26,498.07,482.3
Interest Expense1,553.51,967.94,728.65,869.0
Net Interest Income590.8562.31,769.41,613.3
Provision for Credit Losses(17.0)8.00.57.5
Net Interest Income after Provision for Credit Losses607.8554.31,768.91,605.8
Noninterest Expense
Compensation625.3583.61,884.51,875.9
Employee Benefits115.2109.2342.6310.5
Outside Services248.2256.3740.4746.5
Equipment and Software294.2270.4868.8800.6
Occupancy55.053.8160.9162.7
Other Operating Expense85.086.1259.9361.8
Total Noninterest Expense1,422.91,359.44,257.14,258.0
Income before Income Taxes619.5601.11,705.72,065.3
Provision for Income Taxes161.9136.2434.8489.6
Net Income$457.6$464.9$1,270.9$1,575.7
Preferred Stock Dividends16.216.237.137.1
Net Income Applicable to Common Stock$441.4$448.7$1,233.8$1,538.6
Per Common Share
Net Income – Basic$2.30$2.23$6.34$7.53
– Diluted2.292.226.327.51
Average Number of Common Shares Outstanding
– Basic190,053,947199,937,543192,647,391202,614,386
– Diluted191,000,562200,549,063193,481,369203,131,400
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)NORTHERN TRUST CORPORATION
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
(In Millions)2025202420252024
Net Income$457.6$464.9$1,270.9$1,575.7
Other Comprehensive Income (Net of Tax and Reclassifications)
Net Unrealized Gains on Available for Sale Debt Securities44.363.9161.2320.7
Net Unrealized Gains (Losses) on Cash Flow Hedges—0.3(0.6)(0.5)
Net Foreign Currency Adjustments17.618.914.630.5
Net Pension and Other Postretirement Benefit Adjustments2.22.43.77.7
Other Comprehensive Income64.185.5178.9358.4
Comprehensive Income$521.7$550.4$1,449.8$1,934.1

See accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)NORTHERN TRUST CORPORATION
NINE MONTHS ENDED SEPTEMBER 30, 2025
(In Millions Except Per Share Information)PREFERRED STOCKCOMMON STOCKADDITIONAL PAID-IN CAPITALRETAINED EARNINGSACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)TREASURY STOCKTOTAL
Balance at December 31, 2024$884.9$408.6$1,025.3$15,614.7$(814.0)$(4,331.1)$12,788.4
Net Income———392.0——392.0
Other Comprehensive Income (Net of Tax and Reclassifications)————74.5—74.5
Dividends Declared:
Common Stock, $0.75 per share———(148.2)——(148.2)
Preferred Stock———(16.2)——(16.2)
Stock Awards and Options Exercised——(28.3)——105.176.8
Stock Purchased—————(287.2)(287.2)
Excise Tax on Share Repurchases—————(1.6)(1.6)
Balance at March 31, 2025$884.9$408.6$997.0$15,842.3$(739.5)$(4,514.8)$12,878.5
Net Income———421.3——421.3
Other Comprehensive Income (Net of Tax and Reclassifications)————40.3—40.3
Dividends Declared:
Common Stock, $0.75 per share———(146.2)——(146.2)
Preferred Stock———(4.7)——(4.7)
Stock Awards and Options Exercised——13.5——6.219.7
Stock Purchased—————(339.4)(339.4)
Excise Tax on Share Repurchases—————(3.0)(3.0)
Balance at June 30, 2025$884.9$408.6$1,010.5$16,112.7$(699.2)$(4,851.0)$12,866.5
Net Income———457.6——457.6
Other Comprehensive Income (Net of Tax and Reclassifications)————64.1—64.1
Dividends Declared:
Common Stock, $0.80 per share———(154.3)——(154.3)
Preferred Stock———(16.2)——(16.2)
Stock Awards and Options Exercised——13.7——4.418.1
Stock Purchased—————(277.0)(277.0)
Excise Tax on Share Repurchases—————(2.8)(2.8)
Balance at September 30, 2025$884.9$408.6$1,024.2$16,399.8$(635.1)$(5,126.4)$12,956.0

See accompanying notes to the consolidated financial statements.

NINE MONTHS ENDED SEPTEMBER 30, 2024
(In Millions Except Per Share Information)PREFERRED STOCKCOMMON STOCKADDITIONAL PAID-IN CAPITALRETAINED EARNINGSACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)TREASURY STOCKTOTAL
Balance at December 31, 2023$884.9$408.6$1,009.6$14,233.8$(1,137.9)$(3,501.1)$11,897.9
Net Income———214.7——214.7
Other Comprehensive Income (Net of Tax and Reclassifications)————220.3—220.3
Dividends Declared:
Common Stock, $0.75 per share———(153.4)——(153.4)
Preferred Stock———(16.2)——(16.2)
Stock Awards and Options Exercised——(26.1)——97.171.0
Stock Purchased—————(132.0)(132.0)
Exercise tax on Share Repurchases—————(0.5)(0.5)
Balance at March 31, 2024$884.9$408.6$983.5$14,278.9$(917.6)$(3,536.5)$12,101.8
Net Income———896.1——896.1
Other Comprehensive Income (Net of Tax and Reclassifications)————52.6—52.6
Dividends Declared:
Common Stock, $0.75 per share———(154.3)——(154.3)
Preferred Stock———(4.7)——(4.7)
Stock Awards and Options Exercised——13.4——4.117.5
Stock Purchased—————(250.8)(250.8)
Exercise tax on Share Repurchases—————(2.4)(2.4)
Balance at June 30, 2024$884.9$408.6$996.9$15,016.0$(865.0)$(3,785.6)$12,655.8
Net Income———464.9——464.9
Other Comprehensive Income (Net of Tax and Reclassifications)————85.5—85.5
Dividends Declared:
Common Stock, $0.75 per share———(151.6)——(151.6)
Preferred Stock———(16.2)——(16.2)
Stock Awards and Options Exercised——11.2——3.815.0
Stock Purchased—————(301.4)(301.4)
Excise Tax on Share Repurchases—————(3.0)(3.0)
Balance at September 30, 2024$884.9$408.6$1,008.1$15,313.1$(779.5)$(4,086.2)$12,749.0

See accompanying notes to the consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)NORTHERN TRUST CORPORATION
NINE MONTHS ENDED SEPTEMBER 30,
(In Millions)20252024
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income$1,270.9$1,575.7
Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities
Investment Security Losses/(Gains)—189.3
Amortization and Accretion of Securities and Unearned Income, net(51.1)(24.6)
Provision for Credit Losses0.57.5
Depreciation and Amortization582.2533.9
Pension Plan Contributions(137.9)(208.0)
Change in Receivables(33.2)(278.6)
Change in Interest Payable43.34.1
Change in Collateral With Derivative Counterparties, net1,954.2(7.4)
Other Operating Activities, net1,516.2356.9
Net Cash Provided by Operating Activities5,145.12,148.8
CASH FLOWS FROM INVESTING ACTIVITIES
Change in Federal Funds Sold and Securities Purchased under Agreements to Resell(1,388.8)(179.6)
Change in Interest-Bearing Deposits with Banks(12.9)294.8
Net Change in Federal Reserve and Other Central Bank Deposits(9,184.9)(6,116.4)
Purchases of Held to Maturity Debt Securities(24,682.8)(19,233.9)
Proceeds from the Maturity and Redemption of Held to Maturity Debt Securities24,852.723,008.3
Purchases of Available for Sale Debt Securities(6,899.7)(10,075.5)
Proceeds from the Maturity and Sales of Available for Sale Debt Securities3,525.15,218.9
Change in Loans497.65,669.1
Purchases of Buildings and Equipment(41.2)(60.8)
Purchases and Development of Computer Software(528.1)(458.2)
Change in Client Security Settlement Receivables(255.1)(132.2)
Proceeds from the sale of Visa Shares11.7794.9
Other Investing Activities, net1,007.5914.7
Net Cash (Used in) Investing Activities(13,098.9)(355.9)
CASH FLOWS FROM FINANCING ACTIVITIES
Change in Deposits9,929.22,112.4
Change in Federal Funds Purchased(407.6)(283.5)
Change in Securities Sold under Agreements to Repurchase(90.5)(613.9)
Change in Short-Term Other Borrowings(6.2)250.1
Treasury Stock Purchased(903.6)(684.2)
Net Proceeds from Stock Options4.54.3
Cash Dividends Paid on Common Stock(442.0)(454.7)
Cash Dividends Paid on Preferred Stock(37.1)(37.1)
Other Financing Activities, net(8.0)(5.7)
Net Cash Provided by Financing Activities8,038.7287.7
Effect of Foreign Currency Exchange Rates on Cash584.1(0.4)
Change in Cash and Due from Banks669.02,080.2
Cash and Due from Banks at Beginning of Period4,677.24,791.5
Cash and Due from Banks at End of Period$5,346.2$6,871.7
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest Paid$4,672.1$5,852.4
Income Taxes Paid312.3185.3

See accompanying notes to the consolidated financial statements.

Notes to Consolidated Financial Statements (unaudited)

Note 1 – Basis of Presentation

The consolidated financial statements include the accounts of Northern Trust Corporation (Corporation) and its wholly-owned subsidiary, The Northern Trust Company (Bank), and various other wholly-owned subsidiaries of the Corporation and Bank. Throughout the notes to the consolidated financial statements, the term “Northern Trust” refers to the Corporation and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements, as of and for the periods ended September 30, 2025 and 2024, have not been audited by the Corporation’s independent registered public accounting firm. In the opinion of management, all accounting entries and adjustments, including normal recurring accruals, necessary for a fair presentation of the financial position and the results of operations for the interim periods have been made. The accounting and financial reporting policies of Northern Trust conform to U.S. generally accepted accounting principles (GAAP) and reporting practices prescribed for the banking industry. For a description of Northern Trust’s significant accounting policies, refer to Note 1—Summary of Significant Accounting Policies included under Item 8. Financial Statements and Supplementary Data in the Annual Report on Form 10-K for the year ended December 31, 2024.

Note 2 – Recent Accounting Pronouncements

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. As Northern Trust does not hold crypto assets, upon adoption of ASU 2023-08, there was no impact on the consolidated balance sheets or consolidated statements of income.

Note 3 – Fair Value Measurements

Fair Value Hierarchy. The following describes the hierarchy of valuation inputs (Levels 1, 2, and 3) used to measure fair value and the primary valuation methodologies used by Northern Trust for financial instruments measured at fair value on a recurring basis. Observable inputs reflect market data obtained from sources independent of the reporting entity; unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available. GAAP requires an entity measuring fair value to maximize the use of observable inputs and minimize the use of unobservable inputs and establishes a fair value hierarchy of inputs. Financial instruments are categorized within the hierarchy based on the lowest level input that is significant to their valuation. No transfers into or out of Level 3 occurred during the nine months ended September 30, 2025 or the year ended December 31, 2024.

Level 1 — Quoted, active market prices for identical assets or liabilities.

Northern Trust’s Level 1 assets are comprised primarily of AFS investments in U.S. Treasury securities.

Level 2 — Observable inputs other than Level 1 prices, such as quoted active market prices for similar assets or liabilities, quoted prices for identical or similar assets in inactive markets, and model-derived valuations in which all significant inputs are observable in active markets.

Northern Trust’s Level 2 assets include AFS debt securities, the fair values of which are determined predominantly by external pricing vendors. Prices received from vendors are compared to other vendor and third-party prices. If a security price obtained from a pricing vendor is determined to exceed predetermined tolerance levels that are assigned based on an asset type’s characteristics, the exception is researched and, if the price is not able to be validated, an alternate pricing vendor is utilized, consistent with Northern Trust’s pricing source hierarchy. As of September 30, 2025, Northern Trust’s AFS debt securities portfolio included 980 Level 2 debt securities with an aggregate market value of $24.7 billion, all valued by external pricing vendors. As of December 31, 2024, Northern Trust’s AFS debt securities portfolio included 940 Level 2 debt securities with an aggregate market value of $21.6 billion, all valued by external pricing vendors.

Level 2 assets and liabilities also include derivative contracts which are valued internally using widely accepted income-based models that incorporate inputs readily observable in actively quoted markets and reflect the contractual terms of the contracts. Observable inputs include foreign exchange rates and interest rates for foreign exchange contracts; interest rates for interest rate swap contracts and forward contracts; and interest rates and volatility inputs for interest rate option contracts. Northern Trust evaluates the impact of counterparty credit risk and its own credit risk on the valuation of its derivative instruments. Factors considered include the likelihood of default by Northern Trust and its counterparties, the remaining maturities of the instruments, net exposures after giving effect to master netting arrangements or similar agreements, available collateral, and other credit enhancements in determining the appropriate fair value of derivative instruments. The resulting valuation adjustments have not been considered material.

Notes to Consolidated Financial Statements (unaudited) (continued)

Level 3 — Valuation techniques in which one or more significant inputs are unobservable in the marketplace.

Northern Trust’s Level 3 liabilities consist of swaps that Northern Trust entered into with the purchaser of 1.1 million and 1.0 million shares of Visa Class B common shares previously held by Northern Trust and sold in June 2016 and 2015, respectively. Pursuant to the swaps, Northern Trust retains the risks associated with the ultimate conversion of the Visa Class B common shares into Visa Class A common shares, such that the counterparty will be compensated for any dilutive adjustments to the conversion ratio and Northern Trust will be compensated for any anti-dilutive adjustments to the ratio. The swaps also require periodic payments from Northern Trust to the counterparty calculated by reference to the market price of Visa Class A common shares and a fixed rate of interest. The fair value of the swaps is determined using a discounted cash flow methodology. The significant unobservable inputs used in the fair value measurement are Northern Trust’s own assumptions about estimated changes in the conversion rate of the Visa Class B common shares into Visa Class A common shares, the date on which such conversion is expected to occur and the estimated appreciation of the Visa Class A common share price. See “Visa Class B Common Shares and Makewhole Agreement” under Note 20—Commitments and Contingent Liabilities for further information.

Northern Trust believes its valuation methods for its assets and liabilities carried at fair value are appropriate; however, the use of different methodologies or assumptions, particularly as applied to Level 3 assets and liabilities, could have a material effect on the computation of their estimated fair values.

The following table presents the fair values of Northern Trust’s Level 3 liabilities as of September 30, 2025 and December 31, 2024, as well as the valuation techniques, significant unobservable inputs, and quantitative information used to develop significant unobservable inputs for such liabilities as of such dates.

TABLE 32: LEVEL 3 SIGNIFICANT UNOBSERVABLE INPUTS

SEPTEMBER 30, 2025
FINANCIAL INSTRUMENTFAIR VALUEVALUATION TECHNIQUEUNOBSERVABLE INPUTSINPUT VALUESWEIGHTED-AVERAGE INPUT VALUES**(1)**
Swaps Related to Sale of Certain Visa Class B Common Shares$18.2 millionDiscounted Cash FlowConversion Rate1.52x1.52x
Visa Class A Appreciation9.13%9.13%
Expected Duration11-24 months14.5 months

(1) Weighted average of expected duration based on scenario probability.

DECEMBER 31, 2024
FINANCIAL INSTRUMENTFAIR VALUEVALUATION TECHNIQUEUNOBSERVABLE INPUTSINPUT VALUESWEIGHTED-AVERAGE INPUT VALUES(1)
Swaps Related to Sale of Certain Visa Class B Common Shares$27.2 millionDiscounted Cash FlowConversion Rate1.54x1.54x
Visa Class A Appreciation8.66%8.66%
Expected Duration10-32.5 months23.5 months

(1) Weighted average of expected duration based on scenario probability.

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table presents assets and liabilities measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024, segregated by fair value hierarchy level.

TABLE 33: RECURRING BASIS HIERARCHY LEVELING

SEPTEMBER 30, 2025
(In Millions)LEVEL 1LEVEL 2LEVEL 3NETTINGASSETS/LIABILITIES AT FAIR VALUE
Debt Securities
Available for Sale
U.S. Government$8,155.0$—$—$—$8,155.0
Obligations of States and Political Subdivisions—310.7——310.7
Government Sponsored Agency—16,441.5——16,441.5
Non-U.S. Government—315.3——315.3
Corporate Debt—106.9——106.9
Covered Bonds—272.8——272.8
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds—4,986.7——4,986.7
Other Asset-Backed—1,810.2——1,810.2
Commercial Mortgage-Backed—490.1——490.1
Total Available for Sale Debt Securities8,155.024,734.2——32,889.2
Other Assets
Equity Securities(1)85.0129.4——214.4
Derivative Assets
Foreign Exchange Contracts—1,727.3—(1,020.2)707.1
Interest Rate Contracts—355.8—(88.0)267.8
Other Financial Derivatives(2)—0.3—(0.3)—
Total Derivative Assets—2,083.4—(1,108.5)974.9
Other Liabilities
Derivative Liabilities
Foreign Exchange Contracts—2,052.4—(1,414.3)638.1
Interest Rate Contracts—383.7—(12.4)371.3
Other Financial Derivatives(3)—0.818.2(17.8)1.2
Total Derivative Liabilities$—$2,436.9$18.2$(1,444.5)$1,010.6

Note: Northern Trust has elected to net derivative assets and liabilities when legally enforceable master netting arrangements or similar agreements exist between Northern Trust and the counterparty. As of September 30, 2025, derivative assets and liabilities shown above also include reductions of $319.6 million and $655.6 million, respectively, as a result of cash collateral received from and deposited with derivative counterparties.

(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,$112.3 million, and $17.1 million, respectively, as of September 30, 2025.

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

(3) Other Financial Derivatives liabilities consists of swaps related to the sale of certain Visa Class B common shares and total return swap contracts.

Notes to Consolidated Financial Statements (unaudited) (continued)

DECEMBER 31, 2024
(In Millions)LEVEL 1LEVEL 2LEVEL 3NETTINGASSETS/LIABILITIES AT FAIR VALUE
Debt Securities
Available for Sale
U.S. Government$7,367.5$—$—$—$7,367.5
Obligations of States and Political Subdivisions—297.6——297.6
Government Sponsored Agency—13,288.9——13,288.9
Non-U.S. Government—296.8——296.8
Corporate Debt—163.8——163.8
Covered Bonds—230.9——230.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds—4,583.1——4,583.1
Other Asset-Backed—2,182.7——2,182.7
Commercial Mortgage-Backed—590.2——590.2
Total Available for Sale Debt Securities7,367.521,634.0——29,001.5
Other Assets
Equity Securities(1)85.026.3——111.3
Derivative Assets
Foreign Exchange Contracts—4,997.3—(1,745.2)3,252.1
Interest Rate Contracts—361.2—(165.2)196.0
Total Derivative Assets—5,358.5—(1,910.4)3,448.1
Other Liabilities
Derivative Liabilities
Foreign Exchange Contracts—4,709.8—(4,197.3)512.5
Interest Rate Contracts—421.4—(2.3)419.1
Other Financial Derivatives(2)——27.2—27.2
Total Derivative Liabilities$—$5,131.2$27.2$(4,199.6)$958.8

Note: Northern Trust has elected to net derivative assets and liabilities when legally enforceable master netting arrangements or similar agreements exist between Northern Trust and the counterparty. As of December 31, 2024, derivative assets and liabilities shown above also include reductions of $368.2 million and $2.7 billion, respectively, as a result of cash collateral received from and deposited with derivative counterparties.

(1) Equity securities consists of a money market investment and Visa Class C common shares with a fair value of $85.0 million and $26.3 million, respectively, as of December 31, 2024.

(2) Other Financial Derivatives consists of swaps related to the sale of certain Visa Class B common shares.

The following table presents the changes in Level 3 liabilities for the three and nine months ended September 30, 2025 and 2024.

TABLE 34: CHANGES IN LEVEL 3 LIABILITIES

(In Millions)SWAPS RELATED TO SALE OF CERTAIN VISA CLASS B COMMON SHARES
THREE MONTHS ENDED SEPTEMBER 30,20252024
Fair Value at July 1$22.8$30.6
Total Losses:
Included in Earnings(1)3.313.8
Purchases, Issues, Sales, and Settlements
Settlements(7.9)(16.6)
Fair Value at September 30$18.2$27.8

(1) Losses are recorded in Other Operating Income on the consolidated statements of income.

(In Millions)SWAPS RELATED TO SALE OF CERTAIN VISA CLASS B COMMON SHARES
NINE MONTHS ENDED SEPTEMBER 30, 202520252024
Fair Value at January 1$27.2$25.4
Total Losses:
Included in Earnings(1)8.730.4
Purchases, Issues, Sales, and Settlements
Settlements(17.7)(28.0)
Fair Value at September 30$18.2$27.8

(1) Losses are recorded in Other Operating Income on the consolidated statements of income.

Notes to Consolidated Financial Statements (unaudited) (continued)

Carrying values of assets and liabilities that are not measured at fair value on a recurring basis may be adjusted to fair value in periods subsequent to their initial recognition, for example, to record an impairment of an asset. GAAP requires entities to separately disclose these subsequent fair value measurements and to classify them under the fair value hierarchy.

There were no assets measured at fair value on a nonrecurring basis during the nine months ended September 30, 2025. Assets measured at fair value on a nonrecurring basis during the year ended December 31, 2024, which were categorized as Level 3 under the fair value hierarchy, were comprised of nonaccrual loans whose values were based on real estate and other available collateral.

Fair values of real estate loan collateral were estimated using a market approach typically supported by third-party valuations and property-specific fees and taxes. As of December 31, 2024, the fair values of real estate loan collateral were subject to adjustments to reflect management’s judgment as to realizable value and consisted of a discount factor of 20.0% with a weighted average based on fair values of 20.0%. Other loan collateral, which typically consists of accounts receivable, inventory and equipment, is valued using a market approach adjusted for asset-specific characteristics and in limited instances third-party valuations are used. OREO assets are carried at the lower of cost or fair value less estimated costs to sell, with fair value typically based on third-party appraisals. There was no outstanding OREO as of September 30, 2025 and December 31, 2024.

There were no Level 3 assets adjusted to fair value on a nonrecurring basis during the nine months ended September 30, 2025. The following table presents the fair values of Northern Trust’s Level 3 assets that were adjusted to fair value on a nonrecurring basis during the year ended December 31, 2024, as well as the valuation technique, significant unobservable inputs and quantitative information used to develop the significant unobservable inputs for such assets as of such dates.

TABLE 35: LEVEL 3 NONRECURRING BASIS SIGNIFICANT UNOBSERVABLE INPUTS

DECEMBER 31, 2024
FINANCIAL INSTRUMENTFAIR VALUE(1)VALUATION TECHNIQUEUNOBSERVABLE INPUTSINPUT VALUESWEIGHTED-AVERAGE INPUT VALUES
Loans19.1 millionMarket ApproachDiscount factor applied to real estate collateral-dependent loans to reflect realizable value20.0%20.0%

(1) Includes real estate collateral-dependent loans and other collateral-dependent loans.

Notes to Consolidated Financial Statements (unaudited) (continued)

The following tables present the carrying value and estimated fair value, including the fair value hierarchy level, of Northern Trust’s financial instruments that are not measured at fair value on the consolidated balance sheets as of September 30, 2025 and December 31, 2024. The following tables exclude those items measured at fair value on a recurring basis.

TABLE 36: FAIR VALUE OF FINANCIAL INSTRUMENTS

SEPTEMBER 30, 2025
ESTIMATED FAIR VALUE
(In Millions)BOOK VALUETOTAL ESTIMATED FAIR VALUELEVEL 1LEVEL 2LEVEL 3
FINANCIAL ASSETS
Cash and Due from Banks$5,346.2$5,346.2$5,346.2$—$—
Federal Reserve and Other Central Bank Deposits49,374.049,374.0—49,374.0—
Interest-Bearing Deposits with Banks1,990.01,990.0—1,990.0—
Federal Funds Sold and Securities Purchased under Agreements to Resell1,856.31,856.3—1,856.3—
Debt Securities - Held to Maturity22,974.921,838.3—21,838.3—
Loans
Held for Investment42,785.042,626.6——42,626.6
Other Assets1,579.51,574.787.81,486.9—
FINANCIAL LIABILITIES
Deposits135,801.1134,847.0—134,847.0—
Federal Funds Purchased1,751.91,751.9—1,751.9—
Securities Sold Under Agreements to Repurchase371.5371.5—371.5—
Other Borrowings6,580.06,602.9—6,602.9—
Senior Notes2,847.22,895.3—2,895.3—
Long-Term Debt4,094.34,197.6—4,197.6—
Unfunded Commitments319.2319.2—319.2—
Other Liabilities47.847.8——47.8
DECEMBER 31, 2024
ESTIMATED FAIR VALUE
(In Millions)BOOK VALUETOTAL ESTIMATED FAIR VALUELEVEL 1LEVEL 2LEVEL 3
FINANCIAL ASSETS
Cash and Due from Banks$4,677.2$4,677.2$4,677.2$—$—
Federal Reserve and Other Central Bank Deposits38,775.438,775.438,775.4—
Interest-Bearing Deposits with Banks1,944.71,944.71,944.7—
Federal Funds Sold and Securities Purchased under Agreements to Resell451.0451.0451.0—
Debt Securities - Held to Maturity22,296.720,654.520,654.5—
Loans
Held for Investment43,222.542,803.2—42,803.2
Other Assets1,506.41,499.283.31,415.9—
FINANCIAL LIABILITIES
Deposits122,482.7122,536.5—122,536.5—
Federal Funds Purchased2,159.52,159.5—2,159.5—
Securities Sold Under Agreements to Repurchase462.0462.0—462.0—
Other Borrowings6,521.06,545.3—6,545.3—
Senior Notes2,769.72,800.3—2,800.3—
Long-Term Debt4,081.34,164.4—4,164.4—
Unfunded Commitments227.1227.1—227.1—
Other Liabilities50.650.6——50.6

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 4 – Securities

The following tables provide the amortized cost, fair values, and remaining maturities of AFS debt securities and HTM debt securities by security type as of September 30, 2025 and December 31, 2024.

TABLE 37: RECONCILIATION OF AMORTIZED COST TO FAIR VALUE OF DEBT SECURITIES

SEPTEMBER 30, 2025
(In Millions)AMORTIZED COSTGROSS UNREALIZED GAINSGROSS UNREALIZED LOSSESFAIR VALUE
Available for Sale Debt Securities
U.S. Government$8,147.9$15.6$8.5$8,155.0
Obligations of States and Political Subdivisions322.0—11.3310.7
Government Sponsored Agency16,505.335.699.416,441.5
Non-U.S. Government321.90.77.3315.3
Corporate Debt107.7—0.8106.9
Covered Bonds274.00.61.8272.8
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds4,989.623.526.44,986.7
Other Asset-Backed1,807.07.74.51,810.2
Commercial Mortgage-Backed498.9—8.8490.1
Total Available for Sale Debt Securities$32,974.3$83.7$168.8$32,889.2
Held to Maturity Debt Securities
Obligations of States and Political Subdivisions$2,476.0$2.6$16.9$2,461.7
Government Sponsored Agency8,512.47.4795.97,723.9
Non-U.S. Government3,405.60.335.13,370.8
Corporate Debt407.2—6.0401.2
Covered Bonds1,543.40.246.21,497.4
Certificates of Deposit912.00.10.2911.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds5,047.43.382.24,968.5
Commercial Mortgage-Backed37.6—1.036.6
Other633.3—167.0466.3
Total Held to Maturity Debt Securities$22,974.9$13.9$1,150.5$21,838.3
Total Debt Securities$55,949.2$97.6$1,319.3$54,727.5

Notes to Consolidated Financial Statements (unaudited) (continued)

DECEMBER 31, 2024
(In Millions)AMORTIZED COSTGROSS UNREALIZED GAINSGROSS UNREALIZED LOSSESFAIR VALUE
Available for Sale Debt Securities
U.S. Government$7,388.9$1.5$22.9$7,367.5
Obligations of States and Political Subdivisions311.2—13.6297.6
Government Sponsored Agency13,410.510.9132.513,288.9
Non-U.S. Government308.90.212.3296.8
Corporate Debt166.60.12.9163.8
Covered Bonds234.00.53.6230.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds4,617.08.342.24,583.1
Other Asset-Backed2,188.67.012.92,182.7
Commercial Mortgage-Backed603.40.313.5590.2
Total Available for Sale Debt Securities$29,229.1$28.8$256.4$29,001.5
Held to Maturity Debt Securities
Obligations of States and Political Subdivisions$2,548.2$—$89.3$2,458.9
Government Sponsored Agency8,635.00.91,081.37,554.6
Non-U.S. Government3,735.80.256.33,679.7
Corporate Debt351.6—11.0340.6
Covered Bonds1,776.80.162.21,714.7
Certificates of Deposit336.0—0.3335.7
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds4,146.91.4171.33,977.0
Other Asset-Backed107.10.30.1107.3
Commercial Mortgage-Backed37.6—0.836.8
Other621.7—172.5449.2
Total Held to Maturity Debt Securities$22,296.7$2.9$1,645.1$20,654.5
Total Debt Securities$51,525.8$31.7$1,901.5$49,656.0

Notes to Consolidated Financial Statements (unaudited) (continued)

TABLE 38: REMAINING MATURITY OF DEBT SECURITIES

SEPTEMBER 30, 2025ONE YEAR OR LESSONE TO FIVE YEARSFIVE TO TEN YEARSOVER TEN YEARSTOTAL
(In Millions)AMORTIZED COSTFAIR VALUEAMORTIZED COSTFAIR VALUEAMORTIZED COSTFAIR VALUEAMORTIZED COSTFAIR VALUEAMORTIZED COSTFAIR VALUE
Available for Sale Debt Securities
U.S. Government$298.8$298.9$7,589.1$7,596.2$260.0$259.9$—$—$8,147.9$8,155.0
Obligations of States and Political Subdivisions——249.7241.272.369.5——322.0310.7
Government Sponsored Agency4,292.44,282.49,139.99,120.72,156.82,138.6916.2899.816,505.316,441.5
Non-U.S. Government188.4185.3133.5130.0————321.9315.3
Corporate Debt86.385.621.421.3————107.7106.9
Covered Bonds61.761.7212.3211.1————274.0272.8
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds858.3854.03,829.43,839.2301.9293.5——4,989.64,986.7
Other Asset-Backed240.6236.9986.6991.8458.0459.5121.8122.01,807.01,810.2
Commercial Mortgage-Backed111.3111.0354.0350.733.628.4——498.9490.1
Total Available for Sale Debt Securities$6,137.8$6,115.8$22,515.9$22,502.2$3,282.6$3,249.4$1,038.0$1,021.8$32,974.3$32,889.2
Held to Maturity Debt Securities
Obligations of States and Political Subdivisions$177.5$177.3$1,428.5$1,427.2$810.4$799.1$59.6$58.1$2,476.0$2,461.7
Government Sponsored Agency881.4807.84,155.73,841.52,052.01,835.01,423.31,239.68,512.47,723.9
Non-U.S. Government1,943.91,939.41,461.71,431.4————3,405.63,370.8
Corporate Debt144.0143.2263.2258.0————407.2401.2
Covered Bonds444.5443.01,011.4967.287.587.2——1,543.41,497.4
Certificates of Deposit912.0911.9——————912.0911.9
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds2,093.02,073.52,948.42,889.96.05.1——5,047.44,968.5
Commercial Mortgage-Backed——37.636.6————37.636.6
Other60.458.9341.2313.444.534.9187.259.1633.3466.3
Total Held to Maturity Debt Securities$6,656.7$6,555.0$11,647.7$11,165.2$3,000.4$2,761.3$1,670.1$1,356.8$22,974.9$21,838.3
Total Debt Securities$12,794.5$12,670.8$34,163.6$33,667.4$6,283.0$6,010.7$2,708.1$2,378.6$55,949.2$54,727.5

Note: Mortgage-backed and asset-backed securities are included in the above table taking into account anticipated future prepayments.

Credit Quality. AFS debt securities impairment reviews are conducted quarterly to identify and evaluate securities that have indications of possible credit losses. A determination as to whether a security’s decline in market value is related to credit impairment takes into consideration numerous factors and the relative significance of any single factor can vary by security. Factors Northern Trust considers in determining whether impairment is credit-related include, but are not limited to, the severity of the impairment; the cause of the impairment; the financial condition and near-term prospects of the issuer; activity in the market of the issuer, which may indicate adverse credit conditions; Northern Trust’s intent regarding the sale of the security as of the balance sheet date; and the likelihood that Northern Trust will not be required to sell the security for a period of time sufficient to allow for the recovery of the security’s amortized cost basis. For each security meeting the requirements of Northern Trust’s internal screening process, an extensive review is conducted to determine if a credit loss has occurred.

Notes to Consolidated Financial Statements (unaudited) (continued)

There was a negative provision for credit losses for AFS securities of $0.9 million and $0.2 million for the three and nine months ended September 30, 2025, respectively. There was a negative provision for credit losses of $0.4 million and $1.0 million for AFS securities for the three and nine months ended September 30, 2024, respectively. There was no allowance for credit losses for AFS securities as of September 30, 2025. There was a $0.2 million allowance for credit losses for AFS securities as of December 31, 2024, which was related to corporate debt securities. The process for identifying credit losses for AFS securities is based on the best estimate of cash flows to be collected from the security, discounted using the security’s effective interest rate. If the present value of the expected cash flows is found to be less than the current amortized cost of the security, an allowance for credit losses is generally recorded equal to the difference between the two amounts, limited to the amount the amortized cost basis exceeds the fair value of the security. For additional information, please refer to Note 6, “Allowance for Credit Losses.”

The following table provides information regarding AFS debt securities with no credit losses reported that had been in a continuous unrealized loss position for less than twelve months and for twelve months or longer as of September 30, 2025 and December 31, 2024.

TABLE 39: AVAILABLE FOR SALE DEBT SECURITIES IN UNREALIZED LOSS POSITION WITH NO CREDIT LOSSES REPORTED

SEPTEMBER 30, 2025LESS THAN 12 MONTHS12 MONTHS OR LONGERTOTAL
(In Millions)FAIR VALUEUNREALIZED LOSSESFAIR VALUEUNREALIZED LOSSESFAIR VALUEUNREALIZED LOSSES
U.S. Government$2,261.8$1.6$896.7$6.9$3,158.5$8.5
Obligations of States and Political Subdivisions——310.711.3310.711.3
Government Sponsored Agency2,012.46.76,540.192.78,552.599.4
Non-U.S. Government——195.37.3195.37.3
Corporate Debt21.30.185.60.7106.90.8
Covered Bonds36.10.263.31.699.41.8
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds117.7—878.726.4996.426.4
Other Asset-Backed105.0—273.04.5378.04.5
Commercial Mortgage-Backed113.1—259.58.8372.68.8
Total$4,667.4$8.6$9,502.9$160.2$14,170.3$168.8

Note: There were no AFS securities with an allowance for credit losses reported as of September 30, 2025. Refer to the discussion further below and Note 6, “Allowance for Credit Losses” for further information.

DECEMBER 31, 2024LESS THAN 12 MONTHS12 MONTHS OR LONGERTOTAL
(In Millions)FAIR VALUEUNREALIZED LOSSESFAIR VALUEUNREALIZED LOSSESFAIR VALUEUNREALIZED LOSSES
U.S. Government$4,477.5$11.1$532.3$11.8$5,009.8$22.9
Obligations of States and Political Subdivisions——297.513.6297.513.6
Government Sponsored Agency3,298.814.56,373.8118.09,672.6132.5
Non-U.S. Government54.90.1181.612.2236.512.3
Corporate Debt——76.91.676.91.6
Covered Bonds——119.63.6119.63.6
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds881.92.6720.539.61,602.442.2
Other Asset-Backed35.4—405.412.9440.812.9
Commercial Mortgage-Backed——376.113.5376.113.5
Total$8,748.5$28.3$9,083.7$226.8$17,832.2$255.1

Note: One corporate debt AFS security with a fair value of $38.9 million and unrealized losses of $1.3 million has been excluded from the table above as it has a $0.2 million allowance for credit losses reported as of December 31, 2024. Refer to the discussion further below and Note 6, “Allowance for Credit Losses” for further information.

As of September 30, 2025, 729 AFS debt securities with a combined fair value of $14.2 billion were in an unrealized loss position without an allowance for credit losses, with their unrealized losses totaling $168.8 million. As of December 31, 2024, 767 AFS debt securities with a combined fair value of $17.8 billion were in an unrealized loss position without an allowance for credit losses, with their unrealized losses totaling $255.1 million. Unrealized losses on AFS debt securities without an allowance for credit losses are primarily attributable to changes in market interest rates and credit spreads since their purchase.

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table provides the amortized cost of HTM debt securities by credit ratings using ratings from Moody’s, S&P Global or Fitch Ratings. Securities not explicitly rated were grouped where possible under the credit rating of the issuer of the security.

TABLE 40: AMORTIZED COST OF HELD TO MATURITY DEBT SECURITIES BY CREDIT RATING

SEPTEMBER 30, 2025
($ In Millions)AAAAAABBBNOT RATEDTOTAL
Obligations of States and Political Subdivisions$1,002.6$1,473.4$—$—$—$2,476.0
Government Sponsored Agency—8,512.4———8,512.4
Non-U.S. Government596.11,196.51,268.7344.3—3,405.6
Corporate Debt159.4150.597.3——407.2
Covered Bonds1,290.2253.2———1,543.4
Certificates of Deposit—861.3——50.7912.0
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds3,819.01,176.750.51.2—5,047.4
Commercial Mortgage-Backed—37.6———37.6
Other53.3———580.0633.3
Total Held to Maturity$6,920.6$13,661.6$1,416.5$345.5$630.7$22,974.9
Percent of Total Held to Maturity30%59%6%2%3%100%
DECEMBER 31, 2024
($ In Millions)AAAAAABBBNOT RATEDTOTAL
Obligations of States and Political Subdivisions$1,024.3$1,523.9$—$—$—$2,548.2
Government Sponsored Agency8,635.0————$8,635.0
Non-U.S. Government700.0704.22,020.1311.5—$3,735.8
Corporate Debt—191.5160.1——$351.6
Covered Bonds1,776.8————$1,776.8
Certificates of Deposit316.6———19.4$336.0
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds3,132.8984.528.51.1—$4,146.9
Other Asset-Backed107.1————$107.1
Commercial Mortgage-Backed37.6————$37.6
Other50.7———571.0$621.7
Total Held to Maturity$15,780.9$3,404.1$2,208.7$312.6$590.4$22,296.7
Percent of Total Held to Maturity71%15%10%1%3%100%

Credit quality indicators are metrics that provide information regarding the relative credit risk of debt securities. Northern Trust maintains a high quality debt securities portfolio, with 95% and 96% of the HTM portfolio at September 30, 2025 and December 31, 2024, respectively, comprised of securities rated A or higher. Moody's downgraded the long-term credit rating of the U.S. from Aaa to Aa1 in May 2025. As a result, government sponsored agency securities are now AA rated in the table dated September 30, 2025 above.

Investment Security Gains and Losses. There were no sales of debt securities and no net investment security gains (losses) for the three and nine months ended September 30, 2025.

There were no sales of debt securities and no net investment security gains (losses) for the three months ended September 30, 2024. Proceeds of $2.0 billion from the sale of debt securities resulted in an investment security loss of $189.3 million for the nine months ended September 30, 2024.

TABLE 41: INVESTMENT SECURITY GAINS AND LOSSES

THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
(In Millions)2025202420252024
Gross Realized Debt Securities Gains$—$—$—$185.2
Gross Realized Debt Securities Losses———(374.5)
Investment Security Gains (Losses), net$—$—$—$(189.3)

Notes to Consolidated Financial Statements (unaudited) (continued)

TABLE 42: INVESTMENT SECURITY GAINS AND LOSSES BY SECURITY TYPE

THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
(In Millions)2025202420252024
U.S. Government$—$—$—$(34.8)
Obligations of States and Political Subdivisions————
Government Sponsored Agency———(23.0)
Corporate Debt————
Covered Bonds———(4.2)
Sub-Sovereign, Supranational and Non-U.S. Agency Bonds———(48.2)
Other Asset-Backed———(56.5)
Commercial Mortgage-Backed———(22.6)
Investment Security Gains (Losses), net$—$—$—$(189.3)

Note 5 – Loans

Amounts outstanding for Loans, by segment and class, are shown in the following table.

TABLE 43: LOANS

(In Millions)SEPTEMBER 30, 2025DECEMBER 31, 2024
Commercial
Commercial and Institutional(1)$10,243.5$10,537.1
Commercial Real Estate5,255.65,314.2
Non-U.S.(1)2,789.52,113.9
Other2,282.52,313.6
Total Commercial20,571.120,278.8
Personal
Private Client15,290.915,848.8
Residential Real Estate6,045.66,109.9
Non-U.S.502.3674.7
Other539.5478.4
Total Personal22,378.323,111.8
Total Loans$42,949.4$43,390.6

(1) Commercial and Institutional and Commercial Non-U.S. combined include $3.9 billion and $4.1 billion of private equity capital call finance loans at September 30, 2025 and December 31, 2024, respectively.

Residential real estate loans consist of traditional first lien mortgages and equity credit lines that generally require a loan-to-collateral value of no more than 65% to 80% at inception. Northern Trust’s equity credit line products generally have draw periods of up to 10 years and a balloon payment of any outstanding balance due at maturity. Payments are interest-only with variable interest rates. In general, Northern Trust does not offer equity credit lines that include an option to convert the outstanding balance to an amortizing payment loan. As of September 30, 2025 and December 31, 2024, equity credit lines totaled $266.8 million and $250.3 million, respectively, and equity credit lines for which first liens were held by Northern Trust represented 98% and 97% of the total equity credit lines, respectively.

Included within the other commercial, non-U.S. commercial, and other personal classes are short duration advances, primarily related to the processing of custodied client investments, totaling $4.7 billion and $3.8 billion at September 30, 2025 and December 31, 2024, respectively. Demand deposit overdrafts reclassified as loan balances in other personal, totaled $7.4 million and $47.6 million as of September 30, 2025 and December 31, 2024, respectively. Loans classified as held for sale are recorded at the lower of cost or fair value. There were no loans classified as held for sale as of September 30, 2025 and December 31, 2024. Loans sold for the three and nine months ended September 30, 2025 totaled $3.1 million. There were no loans sold for the three and nine months ended September 30, 2024.

Notes to Consolidated Financial Statements (unaudited) (continued)

Credit Quality Indicators. Credit quality indicators are statistics, measurements or other metrics that provide information regarding the relative credit risk of loans. Northern Trust uses a variety of credit quality indicators to assess the credit risk of loans at the segment, class, and individual credit exposure levels.

As part of its credit process, Northern Trust utilizes an internal borrower risk rating system to support identification, approval, and monitoring of credit risk. Borrower risk ratings are used in credit underwriting and management reporting. Risk ratings are used for ranking the credit risk of borrowers and their probability of default. Each borrower is rated using one of a number of ratings models, which consider both quantitative and qualitative factors. The ratings models vary among classes of loans in order to capture the unique risk characteristics inherent within each particular type of credit exposure. Provided below are the more significant performance indicator attributes considered within Northern Trust’s borrower ratings models, by loan class.

  • Commercial and Institutional: leverage, profit margin, liquidity, asset size and capital levels;

  • Commercial Real Estate: debt service coverage, loan-to-value ratio, leasing status and guarantor support;

  • Other Commercial: leverage, profit margin, liquidity, asset size and capital levels;

  • Non-U.S.: leverage, profit margin, liquidity, return on assets and capital levels;

  • Residential Real Estate: payment history, credit bureau scores and loan-to-value ratio;

  • Private Client: cash-flow-to-debt and net worth ratios, leverage and liquidity; and

  • Other Personal: cash-flow-to-debt and net worth ratios.

While the criteria vary by model, the objective is for the borrower ratings to be consistent in both the measurement and ranking of risk. Each model is calibrated to a master rating scale to support this consistency. Ratings for borrowers not in default range from “1” for the strongest credits to “7” for the weakest non-defaulted credits. Ratings of “8” or “9” are used for defaulted borrowers. Borrower risk ratings are monitored and are revised when events or circumstances indicate a change is required. Risk ratings are generally validated at least annually.

Loan segment and class balances as of September 30, 2025 and December 31, 2024 are provided in the following table, segregated by borrower ratings into “1 to 3,” “4 to 5” and “6 to 9” (watch list, defaulted, and nonaccrual status) categories by year of origination at amortized cost basis. Loans that are held for investment are reported at the principal amount outstanding, net of unearned income.

Notes to Consolidated Financial Statements (unaudited) (continued)

TABLE 44: CREDIT QUALITY INDICATOR AT AMORTIZED COST BASIS BY ORIGINATION YEAR

September 30, 2025TERM LOANSREVOLVING LOANSREVOLVING LOANS CONVERTED TO TERM LOANS
(In Millions)20252024202320222021PRIORTOTAL
Commercial
Commercial and Institutional
Risk Rating:
1 to 3 Category$216.6$374.1$164.2$285.1$147.1$247.9$4,498.6$67.9$6,001.5
4 to 5 Category399.0745.9433.1294.2241.4138.81,656.841.03,950.2
6 to 9 Category88.820.339.549.115.07.761.010.4291.8
Total Commercial and Institutional704.41,140.3636.8628.4403.5394.46,216.4119.310,243.5
C&I Gross Charge-offs—————(0.2)——(0.2)
Commercial Real Estate
Risk Rating:
1 to 3 Category92.3135.451.6118.2139.226.825.0—588.5
4 to 5 Category560.7689.31,507.6871.0448.3230.8219.415.94,543.0
6 to 9 Category68.4—6.838.96.04.0——124.1
Total Commercial Real Estate721.4824.71,566.01,028.1593.5261.6244.415.95,255.6
CRE Gross Charge-offs———(2.1)————(2.1)
Non-U.S.
Risk Rating:
1 to 3 Category968.5131.731.2——168.7295.5—1,595.6
4 to 5 Category839.08.6—0.8—197.1116.8—1,162.3
6 to 9 Category0.5——13.0——18.1—31.6
Total Non-U.S.1,808.0140.331.213.8—365.8430.4—2,789.5
Other
Risk Rating:
1 to 3 Category1,356.3———————1,356.3
4 to 5 Category925.8———————925.8
6 to 9 Category0.4———————0.4
Total Other2,282.5———————2,282.5
Total Commercial5,516.32,105.32,234.01,670.3997.01,021.86,891.2135.220,571.1
Commercial Gross Charge-offs———(2.1)—(0.2)——(2.3)
Personal
Private Client
Risk Rating:
1 to 3 Category126.296.1109.9113.149.925.26,777.5137.97,435.8
4 to 5 Category156.2635.9192.9273.0156.7193.85,782.9441.17,832.5
6 to 9 Category——15.4———7.2—22.6
Total Private Client282.4732.0318.2386.1206.6219.012,567.6579.015,290.9
Private Client Gross Charge-offs—————(0.1)——(0.1)
Residential Real Estate
Risk Rating:
1 to 3 Category243.6164.3140.3394.1385.8993.6190.0—2,511.7
4 to 5 Category180.7248.5249.1579.1632.51,389.3184.91.93,466.0
6 to 9 Category———6.68.331.515.85.767.9
Total Residential Real Estate424.3412.8389.4979.81,026.62,414.4390.77.66,045.6
Residential Real Estate Gross Charge-offs—————(0.1)——(0.1)
Non-U.S.
Risk Rating:
1 to 3 Category2.6———0.611.6109.2—124.0
4 to 5 Category23.914.612.88.922.810.9263.27.5364.6
6 to 9 Category—7.6—6.0—0.1——13.7
Total Non-U.S.26.522.212.814.923.422.6372.47.5502.3
Other
Risk Rating:
1 to 3 Category281.8———————281.8
4 to 5 Category257.7———————257.7
6 to 9 Category—————————
Total Other539.5———————539.5
Total Personal1,272.71,167.0720.41,380.81,256.62,656.013,330.7594.122,378.3
Personal Gross Charge-offs—————(0.2)——(0.2)
Total Loans$6,789.0$3,272.3$2,954.4$3,051.1$2,253.6$3,677.8$20,221.9$729.3$42,949.4
Total Loans Gross Charge-offs$—$—$—$(2.1)$—$(0.4)$—$—$(2.5)

Notes to Consolidated Financial Statements (unaudited) (continued)

December 31, 2024TERM LOANSREVOLVING LOANSREVOLVING LOANS CONVERTED TO TERM LOANS
(In Millions)20242023202220212020PRIORTOTAL
Commercial
Commercial and Institutional
Risk Rating:
1 to 3 Category$462.1$238.2$367.9$466.2$82.2$277.2$4,364.8$26.5$6,285.1
4 to 5 Category708.3506.4392.5428.382.3144.21,585.159.73,906.8
6 to 9 Category34.889.365.870.22.32.373.66.9345.2
Total Commercial and Institutional1,205.2833.9826.2964.7166.8423.76,023.593.110,537.1
C&I Gross Charge-offs—(7.3)(5.4)—————(12.7)
Commercial Real Estate
Risk Rating:
1 to 3 Category123.2256.3224.4203.713.843.752.6—917.7
4 to 5 Category610.11,574.21,070.4424.8173.2174.4198.05.24,230.3
6 to 9 Category14.015.8125.76.04.30.4——166.2
Total Commercial Real Estate747.31,846.31,420.5634.5191.3218.5250.65.25,314.2
CRE Gross Charge-offs——(2.4)—————(2.4)
Non-U.S.
Risk Rating:
1 to 3 Category707.1———70.628.8614.9—1,421.4
4 to 5 Category480.583.90.825.0—27.959.9—678.0
6 to 9 Category0.9—13.6—————14.5
Total Non-U.S.1,188.583.914.425.070.656.7674.8—2,113.9
Other
Risk Rating:
1 to 3 Category1,142.4———————1,142.4
4 to 5 Category1,171.2———————1,171.2
Total Other2,313.6———————2,313.6
Other Gross Charge-offs—————————
Total Commercial5,454.62,764.12,261.11,624.2428.7698.96,948.998.320,278.8
Commercial Gross Charge-offs—(7.3)(7.8)—————(15.1)
Personal
Private Client
Risk Rating:
1 to 3 Category251.333.984.437.97.944.66,993.293.37,546.5
4 to 5 Category249.0660.2384.0390.5123.5181.35,734.8535.38,258.6
6 to 9 Category—16.1————27.6—43.7
Total Private Client500.3710.2468.4428.4131.4225.912,755.6628.615,848.8
Residential Real Estate (RRE)
Risk Rating:
1 to 3 Category197.5150.5436.7375.2325.7743.6114.3—2,343.5
4 to 5 Category212.7263.6647.2706.0652.1938.1270.22.13,692.0
6 to 9 Category1.7—6.83.92.332.527.2—74.4
Total Residential Real Estate411.9414.11,090.71,085.1980.11,714.2411.72.16,109.9
RRE Gross Charge-offs—————(0.1)——(0.1)
Non-U.S.
Risk Rating:
1 to 3 Category3.31.0———6.0369.6—379.9
4 to 5 Category19.516.015.239.1—19.6170.37.2286.9
6 to 9 Category7.8————0.1——7.9
Total Non-U.S.30.617.015.239.1—25.7539.97.2674.7
Other
Risk Rating:
1 to 3 Category168.5———————168.5
4 to 5 Category309.9———————309.9
Total Other478.4———————478.4
Other Gross Charge-offs—————(0.3)——(0.3)
Total Personal1,421.21,141.31,574.31,552.61,111.51,965.813,707.2637.923,111.8
Personal Gross Charge-Offs—————(0.4)——(0.4)
Total Loans6,875.83,905.43,835.43,176.81,540.22,664.720,656.1736.243,390.6
Total Loans Gross Charge-Offs$—$(7.3)$(7.8)$—$—$(0.4)$—$—$(15.5)

Notes to Consolidated Financial Statements (unaudited) (continued)

Past Due Status. Past due status is based on the length of time from the contractual due date a principal or interest payment has been past due. For disclosure purposes, loans that are 29 days past due or less are reported as current.

The following table provides balances and delinquency status of accrual and nonaccrual loans by segment and class, as well as nonaccrual asset balances, as of September 30, 2025 and December 31, 2024.

TABLE 45: DELINQUENCY STATUS

ACCRUALNONACCRUAL WITH NO ALLOWANCE
(In Millions)CURRENT30 – 59 DAYS PAST DUE60 – 89 DAYS PAST DUE90 DAYS OR MORE PAST DUETOTAL ACCRUALNONACCRUALTOTAL LOANS
September 30, 2025
Commercial
Commercial and Institutional$10,178.4$18.9$3.7$—$10,201.0$42.5$10,243.5$20.3
Commercial Real Estate5,227.93.319.15.35,255.6—5,255.6—
Non-U.S.2,789.0———2,789.00.52,789.5—
Other2,282.5———2,282.5—2,282.5—
Total Commercial20,477.822.222.85.320,528.143.020,571.120.3
Personal
Private Client15,208.948.622.44.115,284.06.915,290.90.2
Residential Real Estate5,986.813.715.11.16,016.728.96,045.627.1
Non-U.S.487.81.99.03.6502.3—502.3—
Other539.5———539.5—539.5—
Total Personal22,223.064.246.58.822,342.535.822,378.327.3
Total Loans$42,700.8$86.4$69.3$14.1$42,870.6$78.8$42,949.4$47.6
ACCRUALNONACCRUAL WITH NO ALLOWANCE
(In Millions)CURRENT30 – 59 DAYS PAST DUE60 – 89 DAYS PAST DUE90 DAYS OR MORE PAST DUETOTAL ACCRUALNONACCRUALTOTAL LOANS
December 31, 2024
Commercial
Commercial and Institutional$10,486.9$12.8$0.7$6.9$10,507.3$29.8$10,537.1$10.5
Commercial Real Estate5,304.93.3—0.45,308.65.65,314.25.6
Non-U.S.2,113.0—0.4—2,113.40.52,113.9—
Other2,313.6———2,313.6—2,313.6—
Total Commercial20,218.416.11.17.320,242.935.920,278.816.1
Personal
Private Client15,677.687.715.266.015,846.52.315,848.80.7
Residential Real Estate6,063.417.22.59.06,092.117.86,109.917.8
Non-U.S673.11.6——674.7—674.7—
Other478.4———478.4—478.4—
Total Personal22,892.5106.517.775.023,091.720.123,111.818.5
Total Loans$43,110.9$122.6$18.8$82.3$43,334.6$56.0$43,390.6$34.6

Interest income that would have been recorded for nonaccrual loans in accordance with their original terms was $1.2 million and $3.1 million for the three and nine months ended September 30, 2025, respectively, and $0.5 million and $1.7 million for the three and nine months ended September 30, 2024, respectively.

Northern Trust may obtain physical possession of real estate via foreclosure or an in-substance repossession. As of September 30, 2025 and December 31, 2024, Northern Trust did not hold any foreclosed real estate properties as a result of obtaining physical possession. Northern Trust had loans with a carrying value of $3.4 million and $3.5 million for which formal foreclosure proceedings were in process as of September 30, 2025 and December 31, 2024, respectively.

Notes to Consolidated Financial Statements (unaudited) (continued)

Loan Modifications to Borrowers Experiencing Financial Difficulty

Northern Trust may provide payment relief by modifying the terms of the original loans for borrowers experiencing financial difficulties. Loan modifications to borrowers experiencing financial difficulty involve primarily extensions of term, deferrals of principal and interest, and interest rate concessions, or a combination thereof. Northern Trust considers payment deferrals of less than 90 days as insignificant, absent any material modifications to other loan terms.

Loan modifications to borrowers experiencing financial difficulty involved deferral of principal and interest and totaled $11.4 million and $44.1 million for the three and nine months ended September 30, 2025, respectively. Loan modifications were immaterial for the three and nine months ended September 30, 2024.

The effectiveness of Northern Trust’s modification efforts is measured by the loans’ respective past-due status under the modified terms as of the end of the period. As of September 30, 2025, loans that were modified in the previous 12 months and 30-89 days past due totaled $18.4 million. There were no loan modifications past due 90 days or more. As of September 30, 2024, loans that were modified in the previous 12 months and 90 days or more past due totaled less than $1.0 million. There were no loan modifications past due 30-89 days.

For the three and nine months ended September 30, 2025, Northern Trust charged off $2.0 million and $2.1 million, respectively, related to modifications to borrowers experiencing financial difficulty that had been modified in the last 12 months, compared to no charge-offs and $8.5 million, respectively, for the same periods in 2024.

There were no undrawn loan commitments or standby letters of credit issued to financially distressed borrowers for which Northern Trust has modified the payment terms of the loans as of September 30, 2025 and December 31, 2024.

Note 6 – Allowance for Credit Losses

Allowance and Provision for Credit Losses. The allowance for credit losses—which represents management’s best estimate of lifetime expected credit losses related to various portfolios subject to credit risk, off-balance-sheet credit exposures, and specific borrower relationships—is determined by management through a disciplined credit review process. Northern Trust measures expected credit losses of financial assets with similar risk characteristics on a collective basis. A financial asset is measured individually if it does not share similar risk characteristics with other financial assets and the related allowance is determined through an individual evaluation.

Management’s estimates utilized in establishing an appropriate level of allowance for credit losses are not dependent on any single assumption. In determining an appropriate allowance level, management evaluates numerous variables and takes into consideration past events, current conditions, and reasonable and supportable forecasts. Northern Trust employs multiple scenarios over a reasonable and supportable period (currently two years) to project future conditions. Key variables determined to be relevant for projecting credit losses on the portfolios in scope include macroeconomic factors, such as corporate profits, GDP, unemployment rate, consumer spending, and real estate price indices, as well as financial market factors such as equity prices, volatility and credit spreads. For periods beyond the reasonable and supportable period, Northern Trust reverts to its own historical loss experiences on a straight-line basis over four quarters. The primary forecast in the current quarter reflects an outlook of steady growth, falling interest rates, and continued slightly higher unemployment. Recognizing the uncertainty in the primary forecast, an alternative scenario is also considered, which reflects a recession that incorporates the experiences of a wider set of historical economic cycles.

The results of the credit reserve estimation methodology are reviewed quarterly by Northern Trust’s Credit Loss Reserve Committee, which receives input from Financial Risk Management, Treasury, Corporate Finance, the Economic Research Department, and each of Northern Trust’s reporting business units. The Credit Loss Reserve Committee determines the probability weights applied to each forecast approved by Northern Trust’s MSDC, and also reviews and approves qualitative adjustments to the collective allowance in line with Northern Trust’s qualitative adjustment framework.

As of September 30, 2025, qualitative adjustments primarily reflected macroeconomic uncertainty affecting Northern Trust's C&I portfolio, the potential for higher-than-anticipated losses on large individual exposures, and the possible impact of climate-related risks on CRE property values. In comparison, as of December 31, 2024, qualitative adjustments were largely driven by climate-related risks affecting both commercial and residential real estate portfolios, an increased likelihood of recession within the CRE segment mostly due to ongoing concerns around office occupancy rates, and similar concerns regarding large individual exposures. The qualitative component of the reserve decreased as of September 30, 2025, relative to December 31, 2024, primarily due to an improved outlook for the CRE portfolio and to climate-related risk projections on RRE in certain locations. These improvements were partially offset by the introduction of a stress-related adjustment to the C&I portfolio in the first quarter of 2025.

Notes to Consolidated Financial Statements (unaudited) (continued)

Northern Trust estimates expected credit losses over the contractual term of the financial assets adjusted for prepayments, unless prepayments are not relevant to specific portfolios or sub-portfolios. Extension and renewal options are typically not considered since it is not Northern Trust’s practice to enter into arrangements where the borrower has the unconditional option to renew, or a conditional extension option whereby the conditions are beyond Northern Trust’s control.

The Provision for Credit Losses on the consolidated statements of income represents the change in the Allowance for Credit Losses, after consideration of charge-offs and recoveries, on the consolidated balance sheets and is the charge to current period earnings. It represents the amount needed to maintain the Allowance for Credit Losses on the consolidated balance sheets at an appropriate level to absorb lifetime expected credit losses related to financial assets in scope. Actual losses may vary from current estimates and the amount of the Provision for Credit Losses may be either greater or less than actual net charge-offs.

The following table provides information regarding changes in the total Allowance for Credit Losses during the three and nine months ended September 30, 2025 and 2024.

TABLE 46: CHANGES IN THE ALLOWANCE FOR CREDIT LOSSES

THREE MONTHS ENDED SEPTEMBER 30, 2025
(In Millions)LOANSUNDRAWN LOAN COMMITMENTS AND STANDBY LETTERS OF CREDITHELD TO MATURITY DEBT SECURITIESOTHER FINANCIAL ASSETSTOTAL
Balance at Beginning of Period$180.5$34.7$6.9$1.1$223.2
Charge-Offs(2.1)———(2.1)
Recoveries1.7———1.7
Net Recoveries (Charge-Offs)(0.4)———(0.4)
Provision for Credit Losses(1)(15.7)(2.6)1.80.4(16.1)
Balance at End of Period$164.4$32.1$8.7$1.5$206.7

(1) The table excludes a negative provision for credit losses of $0.9 million for the three months ended September 30, 2025 for AFS debt securities. See further detail in Note 4—Securities.

NINE MONTHS ENDED SEPTEMBER 30, 2025
(In Millions)LOANSUNDRAWN LOAN COMMITMENTS AND STANDBY LETTERS OF CREDITDEBT SECURITIES HELD TO MATURITYOTHER FINANCIAL ASSETSTOTAL
Balance at Beginning of Period$168.0$30.4$6.5$1.0$205.9
Charge-Offs(2.5)———(2.5)
Recoveries2.6———2.6
Net Recoveries (Charge-Offs)0.1———0.1
Provision for Credit Losses(1)(3.7)1.72.20.50.7
Balance at End of Period$164.4$32.1$8.7$1.5$206.7

(1) The table excludes a negative provision for credit losses of $0.2 million for the nine months ended September 30, 2025 for AFS debt securities. See further detail in Note 4—Securitie**s.

THREE MONTHS ENDED SEPTEMBER 30, 2024
(In Millions)LOANSUNDRAWN LOAN COMMITMENTS AND STANDBY LETTERS OF CREDITHELD TO MATURITY DEBT SECURITIESOTHER FINANCIAL ASSETSTOTAL
Balance at Beginning of Period$167.7$29.5$10.9$0.9$209.0
Charge-Offs—————
Recoveries2.4———2.4
Net Recoveries (Charge-Offs)2.4———2.4
Provision for Credit Losses(1)14.7(3.0)(3.4)0.18.4
Balance at End of Period$184.8$26.5$7.5$1.0$219.8

(1) The table excludes a negative provision for credit losses of $0.4 million for the three months ended September 30, 2024 for AFS debt securities. See further detail in Note 4—Securitie**s.

Notes to Consolidated Financial Statements (unaudited) (continued)

NINE MONTHS ENDED SEPTEMBER 30, 2024
(In Millions)LOANSUNDRAWN LOAN COMMITMENTS AND STANDBY LETTERS OF CREDITHELD TO MATURITY DEBT SECURITIESOTHER FINANCIAL ASSETSTOTAL
Balance at Beginning of Period$178.7$26.9$12.7$0.9$219.2
Charge-Offs(11.4)———(11.4)
Recoveries3.5———3.5
Net Recoveries (Charge-Offs)(7.9)———(7.9)
Provision for Credit Losses(1)14.0(0.4)(5.2)0.18.5
Balance at End of Period$184.8$26.5$7.5$1.0$219.8

(1) The table excludes a negative provision for credit losses of $1.0 million for the nine months ended September 30, 2024 for AFS debt securities. See further detail in Note 4—Securitie**s.

For the three months ended September 30, 2025, there was a negative Provision for Credit Losses of $16.1 million as compared to a provision of $8.4 million in the prior-year quarter, both excluding the provision for AFS debt securities. The negative provision in the current quarter resulted from a decrease in collective reserves driven by improved macroeconomic factors primarily impacting the C&I portfolio and improved projections for RRE.

There was a Provision for Credit Losses of $0.7 million and $8.5 million for the nine months ended September 30, 2025 and 2024, respectively, both excluding the provision for AFS debt securities. The provision in the current-year period was primarily due to an increase in specific reserves related to a small number of non-performing loans; partially offset by a decrease in the collective reserve driven by an improved outlook for the CRE portfolio.

The portion of the allowance assigned to loans, HTM debt securities, and other financial assets is presented as a contra asset in Allowance for Credit Losses on the consolidated balance sheets. The portion of the allowance assigned to undrawn loan commitments and standby letters of credit is reported in Other Liabilities on the consolidated balance sheets. For credit exposure and the associated allowance related to fee receivables, please refer to Note 13—Revenue from Contracts with Clients. For information related to the allowance for AFS debt securities, please refer to Note 4—Securities.

Allowance for the Loan Portfolio. The following table provides information regarding changes in the Allowance for Credit Losses related to loans, including undrawn loan commitments and standby letters of credit, by segment during the three and nine months ended September 30, 2025 and 2024.

TABLE 47: CHANGES IN THE ALLOWANCE FOR CREDIT LOSSES RELATED TO LOANS

THREE MONTHS ENDED SEPTEMBER 30, 2025
LOANSUNDRAWN LOAN COMMITMENTS AND STANDBY LETTERS OF CREDIT
(In Millions)COMMERCIALPERSONALTOTALCOMMERCIALPERSONALTOTAL
Balance at Beginning of Period$145.8$34.7$180.5$32.5$2.2$34.7
Charge-Offs(2.0)(0.1)(2.1)———
Recoveries1.30.41.7———
Net Recoveries (Charge-Offs)(0.7)0.3(0.4)———
Provision for Credit Losses(11.2)(4.5)(15.7)(2.6)—(2.6)
Balance at End of Period$133.9$30.5$164.4$29.9$2.2$32.1
NINE MONTHS ENDED SEPTEMBER 30, 2025
LOANSUNDRAWN LOAN COMMITMENTS AND STANDBY LETTERS OF CREDIT
(In Millions)COMMERCIALPERSONALTOTALCOMMERCIALPERSONALTOTAL
Balance at Beginning of Period$138.5$29.5$168.0$28.3$2.1$30.4
Charge-Offs(2.3)(0.2)(2.5)———
Recoveries1.41.22.6———
Net Recoveries (Charge-Offs)(0.9)1.00.1———
Provision for Credit Losses(3.7)—(3.7)1.60.11.7
Balance at End of Period$133.9$30.5$164.4$29.9$2.2$32.1

Notes to Consolidated Financial Statements (unaudited) (continued)

THREE MONTHS ENDED SEPTEMBER 30, 2024
LOANSUNDRAWN LOAN COMMITMENTS AND STANDBY LETTERS OF CREDIT
(In Millions)COMMERCIALPERSONALTOTALCOMMERCIALPERSONALTOTAL
Balance at Beginning of Period$136.9$30.8$167.7$27.2$2.3$29.5
Charge-Offs——————
Recoveries—2.42.4———
Net Recoveries (Charge-Offs)—2.42.4———
Provision for Credit Losses15.7(1.0)14.7(2.7)(0.3)(3.0)
Balance at End of Period$152.6$32.2$184.8$24.5$2.0$26.5
NINE MONTHS ENDED SEPTEMBER 30, 2024
LOANSUNDRAWN LOAN COMMITMENTS AND STANDBY LETTERS OF CREDIT
(In Millions)COMMERCIALPERSONALTOTALCOMMERCIALPERSONALTOTAL
Balance at Beginning of Period$146.8$31.9$178.7$24.9$2.0$26.9
Charge-Offs(11.0)(0.4)(11.4)———
Recoveries—3.53.5———
Net Recoveries (Charge-Offs)(11.0)3.1(7.9)———
Provision for Credit Losses16.8(2.8)14.0(0.4)—(0.4)
Balance at End of Period$152.6$32.2$184.8$24.5$2.0$26.5

Allowance Related to Credit Exposure Evaluated on a Collective Basis. Expected credit losses are measured on a collective basis as long as the financial assets included in the respective pool share similar risk characteristics. If financial assets are deemed to not share similar risk characteristics, an individual assessment is warranted.

The allowance estimation methodology for the collective assessment is based on data representative of the Corporation’s financial asset portfolio from a historical observation period that includes both expansionary and recessionary periods. The estimation methodology and the related qualitative adjustment framework segregate the loan portfolio into segments and classes based on similar risk characteristics or risk monitoring methods.

Northern Trust utilizes a quantitative PD/LGD approach for the calculation of its credit allowance on a collective basis. For each of the different parameters, specific credit models or qualitative estimation methodologies for the individual loan classes were developed. For each class, PD and LGD are applied to the exposure at default for each projected quarter to determine the quantitative component of the allowance. The quantitative allowance is then reviewed within a comprehensive qualitative adjustment framework, through which management 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 an adjustment to the quantitative allowance for each segment and class of the loan portfolio.

Allowance Related to Credit Exposure Evaluated on an Individual Basis. The individual allowance is determined through individual evaluations of loans and lending-related commitments that have defaulted, generally those with borrower ratings of 8 and 9. These evaluations are based on expected future cash flows, the value of collateral, and other factors that may impact the borrower’s ability to pay. For defaulted loans for which the amount of allowance, if any, is determined based on the value of the underlying real estate collateral, third-party appraisals are typically obtained and utilized by management. These appraisals are generally less than twelve months old and are subject to adjustments to reflect management’s judgment as to the realizable value of the collateral.

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table provides information regarding the recorded investments in loans and the Allowance for Credit Losses for loans and undrawn loan commitments and standby letters of credit by segment as of September 30, 2025 and December 31, 2024.

TABLE 48: RECORDED INVESTMENTS IN LOANS

SEPTEMBER 30, 2025DECEMBER 31, 2024
(In Millions)COMMERCIALPERSONALTOTALCOMMERCIALPERSONALTOTAL
Loans
Evaluated on an Individual Basis$52.8$47.3$100.1$35.9$30.0$65.9
Evaluated on a Collective Basis20,518.322,331.042,849.320,242.923,081.843,324.7
Total Loans20,571.122,378.342,949.420,278.823,111.843,390.6
Allowance for Credit Losses on Loans
Evaluated on an Individual Basis6.93.810.71.22.03.2
Evaluated on a Collective Basis127.026.7153.7137.327.5164.8
Allowance Assigned to Loans133.930.5164.4138.529.5168.0
Allowance Assigned to Undrawn Loan Commitments and Standby Letters of Credit - Evaluated on a Collective Basis29.92.232.128.32.130.4
Total Allowance Assigned to Loans and Undrawn Loan Commitments and Standby Letters of Credit$163.8$32.7$196.5$166.8$31.6$198.4

Northern Trust analyzes its exposure to credit losses from both on-balance-sheet and off-balance-sheet activity using a consistent methodology for the quantitative as well as the qualitative framework. For purposes of estimating the allowance for credit losses for undrawn loan commitments and standby letters of credit, the exposure at default includes an estimated drawdown of unused credit based on credit utilization factors, resulting in a proportionate amount of expected credit losses.

Allowance for Held to Maturity Debt Securities Portfolio. The following table provides information regarding changes in the allowance for credit losses for HTM debt securities during the three and nine months ended September 30, 2025 and 2024.

TABLE 49: CHANGES IN THE ALLOWANCE FOR CREDIT LOSSES RELATED TO HELD TO MATURITY DEBT SECURITIES

THREE MONTHS ENDED SEPTEMBER 30, 2025
(In Millions)CORPORATE DEBTNON-U.S. GOVERNMENTSUB-SOVEREIGN, SUPRANATIONAL, AND NON-U.S. AGENCY BONDSOBLIGATIONS OF STATES AND POLITICAL SUBDIVISIONS**(1)**COVERED BONDSOTHERTOTAL
Balance at Beginning of Period$0.3$2.2$1.2$0.9$—$2.3$6.9
Provision for Credit Losses0.11.30.40.1—(0.1)1.8
Balance at End of Period$0.4$3.5$1.6$1.0$—$2.2$8.7

(1) The allowance for Obligations of States and Political Subdivisions is related to (non pre-refunded) municipal securities that do not fall under Northern Trust’s zero-loss assumption.

NINE MONTHS ENDED SEPTEMBER 30, 2025
(In Millions)CORPORATE DEBTNON-U.S. GOVERNMENTSUB-SOVEREIGN, SUPRANATIONAL, AND NON-U.S. AGENCY BONDSOBLIGATIONS OF STATES AND POLITICAL SUBDIVISIONS**(1)**COVERED BONDSOTHERTOTAL
Balance at Beginning of Period$0.3$2.0$1.1$0.9$—$2.2$6.5
Provision for Credit Losses0.11.50.50.1——2.2
Balance at End of Period$0.4$3.5$1.6$1.0$—$2.2$8.7

(1) The allowance for Obligations of States and Political Subdivisions is related to (non pre-refunded) municipal securities that do not fall under Northern Trust’s zero-loss assumption.

THREE MONTHS ENDED SEPTEMBER 30, 2024
(In Millions)CORPORATE DEBTNON-U.S. GOVERNMENTSUB-SOVEREIGN, SUPRANATIONAL, AND NON-U.S. AGENCY BONDSOBLIGATIONS OF STATES AND POLITICAL SUBDIVISIONS(1)COVERED BONDSOTHERTOTAL
Balance at Beginning of Period$0.5$2.6$1.7$1.0$0.1$5.0$10.9
Provision for Credit Losses—(0.1)(0.1)—(0.1)(3.1)(3.4)
Balance at End of Period$0.5$2.5$1.6$1.0$—$1.9$7.5

(1) The allowance for Obligations of States and Political Subdivisions is related to (non pre-refunded) municipal securities that do not fall under Northern Trust’s zero-loss assumption.

Notes to Consolidated Financial Statements (unaudited) (continued)

NINE MONTHS ENDED SEPTEMBER 30, 2024
(In Millions)CORPORATE DEBTNON-U.S. GOVERNMENTSUB-SOVEREIGN, SUPRANATIONAL, AND NON-U.S. AGENCY BONDSOBLIGATIONS OF STATES AND POLITICAL SUBDIVISIONSCOVERED BONDSOTHERTOTAL
Balance at Beginning of Period$0.9$3.5$2.2$1.2$0.1$4.8$12.7
Provision for Credit Losses(0.4)(1.0)(0.6)(0.2)(0.1)(2.9)(5.2)
Balance at End of Period$0.5$2.5$1.6$1.0$—$1.9$7.5

(1) The allowance for Obligations of States and Political Subdivisions is related to (non pre-refunded) municipal securities that do not fall under Northern Trust’s zero-loss assumption.

HTM debt securities classified as U.S. government, government sponsored agency, and certain securities classified as obligations of states and political subdivisions are considered to be guarantees of the U.S. government or an agency of the U.S. government and, therefore, an allowance for credit losses is not estimated for such investments as the expected probability of non-payment of the amortized cost basis is zero.

HTM debt securities classified as “other” relate to investments purchased by Northern Trust to fulfill its obligations under the CRA. Northern Trust fulfills its obligations under the CRA by making qualified investments for purposes of supporting institutions and programs that benefit low-to-moderate income communities within Northern Trust’s market area. The allowance for CRA investments is assessed using a qualitative estimation approach primarily based on internal historical performance experience and default history of the underlying CRA loans to determine the quantitative allowance.

The allowance estimation methodology for all other HTM debt securities is developed using a combination of external and internal data. The estimation methodology groups securities with shared characteristics for which the PD and the LGD are applied to the total exposure at default to determine the quantitative component of the allowance.

Allowance for Other Financial Assets. The allowance for Other Financial Assets consists of the allowance for Due from Banks, Other Central Bank Deposits, Interest Bearing Deposits with Banks, and Other Assets. The Other Assets category includes other miscellaneous credit exposures reported in Other Assets on the consolidated balance sheets. The allowance estimation methodology for Other Financial Assets primarily utilizes a similar approach as the one used for the HTM debt securities portfolio. It consists of a combination of externally and internally developed loss data, adjusted for the appropriate contractual term. Northern Trust’s portfolio of Other Financial Assets is composed mostly of institutions within the “1 to 3” internal borrower rating category and is expected to exhibit minimal to modest likelihood of loss. The Allowance for Credit Losses related to Other Financial Assets was $1.5 million and $1.0 million as of September 30, 2025 and December 31, 2024, respectively.

Accrued Interest. Accrued interest balances are reported within Other Assets on the consolidated balance sheets. Northern Trust elected not to measure an allowance for credit losses for accrued interest receivables related to its loan and securities portfolio as its policy is to write-off uncollectible accrued interest receivable balances in a timely manner. Accrued interest is written off by reversing interest income during the period the financial asset is moved from an accrual to a nonaccrual status.

The following table provides the amount of accrued interest excluded from the amortized cost basis of the following portfolios.

TABLE 50: ACCRUED INTEREST

(In Millions)SEPTEMBER 30, 2025DECEMBER 31, 2024
Loans$197.0$211.7
Debt Securities
Held to Maturity81.958.9
Available for Sale186.9173.9
Other Financial Assets56.153.1
Total$521.9$497.6

The amount of accrued interest reversed through interest income for loans was immaterial for the three and nine months ended September 30, 2025 and 2024, and there was no accrued interest reversed through interest income related to any other financial assets for the three and nine months ended September 30, 2025 and 2024.

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 7 – Pledged Assets, Accepted Collateral and Restricted Assets

Pledged Assets. As part of its liquidity management strategy, Northern Trust may pledge loans and/or securities to various financial market utilities to allow for client payment, clearing and settlement processing as part of our custody services. Northern Trust may also pledge loans or securities to Central Banks, Federal Home Loan Bank (FHLB) of Chicago and third parties for various purposes, for example: securing public and trust deposits, repurchase agreements, borrowings and derivative contracts.

The following table presents the carrying value of Northern Trust's pledged assets by type.

TABLE 51: TYPE OF PLEDGED ASSETS

(In Billions)SEPTEMBER 30, 2025DECEMBER 31, 2024
Debt Securities(1)$34.5$29.3
Loans(2)9.49.5
Total Pledged Assets$43.9$38.8

(1) Debt securities are comprised of HTM and AFS securities.

(2) Loans pledged at the FHLB of Chicago and the Federal Reserve Bank of Chicago.

As of both September 30, 2025 and December 31, 2024, $1.2 billion of collateral pledged, related to loans and/or securities, is eligible to be repledged or sold by the secured party.

Accepted Collateral. Northern Trust accepts financial assets as collateral that it may, in some instances, be permitted to repledge or sell. The collateral is generally obtained under certain reverse repurchase agreements and derivative contracts.

The following table presents the fair value of securities accepted as collateral.

TABLE 52: ACCEPTED COLLATERAL

(In Millions)SEPTEMBER 30, 2025DECEMBER 31, 2024
Collateral that may be repledged or sold
Reverse repurchase agreements(1)(2)$65,391.9$65,311.1
Derivative contracts2.923.6
Collateral that may not be repledged or sold
Reverse repurchase agreements——
Total Collateral Accepted$65,394.8$65,334.7

(1) The fair value of securities collateral that was repledged or sold totaled $65.0 billion and $64.8 billion at September 30, 2025 and December 31, 2024, respectively.

(2) This includes collateral accepted as related to the FICC sponsored member program. Refer to Note 20—Commitments and Contingent Liabilities for further information.

Restricted Assets. Certain cash may be restricted in terms of usage or withdrawal. As a result of the continuing military conflict involving Ukraine and the Russian Federation and related sanctions and legal restrictions in place, cash balances denominated in Russian rubles received for the benefit of certain clients in our Asset Servicing business are subject to distribution restrictions. As of September 30, 2025 and December 31, 2024, these balances totaled $1.5 billion and $1.1 billion, respectively, and are reported in Cash and Due from Banks on the consolidated balance sheets.

At September 30, 2025 and December 31, 2024, Northern Trust held cash of $520.0 million and $491.2 million, respectively, to meet non-U.S. reserve requirements. The Federal Reserve’s U.S. reserve requirement is zero percent. As a result, there were no average deposits required to meet Federal Reserve Bank reserve requirements for the three and nine months ended September 30, 2025 and 2024, respectively.

Note 8 – Goodwill and Other Intangibles

Goodwill. Changes by reporting segment in the carrying amount of Goodwill for the nine months ended September 30, 2025, including the effect of foreign exchange rates on non-U.S. dollar denominated balances, were as follows.

TABLE 53: GOODWILL

(In Millions)ASSET SERVICINGWEALTH MANAGEMENTTOTAL
Balance at December 31, 2024$614.6$80.3$694.9
Foreign Exchange Rates17.90.118.0
Balance at September 30, 2025$632.5$80.4$712.9

Notes to Consolidated Financial Statements (unaudited) (continued)

Other Intangible Assets Subject to Amortization. The gross carrying amount and accumulated amortization of other intangible assets subject to amortization as of September 30, 2025 and December 31, 2024 were as follows.

TABLE 54: OTHER INTANGIBLE ASSSETS SUBJECT TO AMORTIZATION

(In Millions)SEPTEMBER 30, 2025DECEMBER 31, 2024
Gross Carrying Amount$136.8$127.0
Less: Accumulated Amortization77.968.9
Net Book Value$58.9$58.1

TABLE 55: CHANGES IN OTHER INTANGIBLE ASSETS

THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
(In Millions)2025202420252024
Balance at Beginning of Period$61.2$64.4$58.1$71.6
Amortization(2.4)(2.4)(6.8)(7.1)
Foreign Exchange Rates0.12.97.60.4
Balance as of September 30$58.9$64.9$58.9$64.9

Amortization for the remainder of 2025 and for the years 2026, 2027, 2028, and 2029 is estimated to be $2.4 million, $9.1 million, $8.8 million, $8.1 million, and $8.1 million, respectively.

Capitalized Software. The gross carrying amount and accumulated amortization of capitalized software as of September 30, 2025 and December 31, 2024 were as follows.

TABLE 56: CAPITALIZED SOFTWARE

(In Millions)SEPTEMBER 30, 2025DECEMBER 31, 2024
Gross Carrying Amount$4,934.0$4,259.6
Less: Accumulated Amortization2,582.12,104.5
Net Book Value$2,351.9$2,155.1

Capitalized software, which is included in Other Assets on the consolidated balance sheets, consists primarily of cost related to purchased software and internal-use software development projects that result in new or enhanced functionality, including compensation and other allowable internal costs. Fees paid for the use of software services that do not convey a software license are expensed as incurred. Amortization expense, which is included in Equipment and Software on the consolidated statements of income, totaled $168.8 million and $499.7 million for the three and nine months ended September 30, 2025, respectively, and $153.1 million and $444.1 million for the three and nine months ended September 30, 2024, respectively.

Note 9 – Reporting Segments

Northern Trust is organized around its two client-focused reporting segments: Asset Servicing and Wealth Management. Asset management and related services are provided to Asset Servicing and Wealth Management clients primarily by the Asset Management business. The revenue and expenses of Asset Management and certain other support functions are allocated fully to Asset Servicing and Wealth Management.

Reporting segment financial information, presented on an internal management-reporting basis, is determined by accounting systems used to allocate revenue and expense to each segment, and incorporates processes for allocating assets, liabilities, equity and the applicable interest income and expense utilizing an FTP methodology. Under the methodology, assets and liabilities receive a funding charge or credit that considers interest rate risk, liquidity risk, and other product characteristics on an instrument level. Additionally, segment information is presented on an FTE basis as management believes an FTE presentation provides a clearer indication of net interest income. The adjustment to an FTE basis has no impact on Net Income.

Revenues, expenses and average assets are allocated to Asset Servicing and Wealth Management, with the exception of non-recurring activities such as certain corporate transactions and costs incurred associated with acquisitions, divestitures, litigation, restructuring, and tax adjustments not directly attributable to a specific reporting segment, which are reported within Other.

Notes to Consolidated Financial Statements (unaudited) (continued)

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. Other also includes the FTE adjustments of $5.5 million and $15.8 million for the three and nine months ended September 30, 2025 respectively, and $7.1 million and $21.3 million for the three and nine months ended September 30, 2024, respectively, in order to reconcile the segment results that are reported on an internal management-reporting basis into consolidated results.

Reporting segment results are subject to reclassification when organizational changes are made. The results are also subject to refinements in revenue and expense allocation methodologies, which are typically reflected on a retrospective basis unless it is impractical to do so.

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.

Northern Trust’s Chief Operating Decision Maker is the Chief Executive Officer. The Chief Operating Decision Maker uses growth and profitability metrics to assess segments’ performance including segment revenue and income before income taxes. Those same measures are used by the Chief Operating Decision Maker as primary inputs into the allocation of resources in the annual planning process. Allocation of capital to each segment takes into consideration a variety of factors including average loans, average deposits and applicable regulatory capital requirements.

The following table presents the earnings contributions and certain average balances of Northern Trust’s reporting segments for the three- and nine-month periods ended September 30, 2025 and 2024.

TABLE 57: RESULTS OF REPORTING SEGMENTS

($ In Millions)ASSET SERVICINGWEALTH MANAGEMENTOTHER(3)TOTAL CONSOLIDATED
THREE MONTHS ENDED SEPTEMBER 30,20252024202520242025202420252024
Noninterest Income
Trust, Investment and Other Servicing Fees$706.9$667.1$558.6$529.5$—$—$1,265.5$1,196.6
Foreign Exchange Trading Income (Loss)65.559.5(8.3)(5.4)——57.254.1
Other Noninterest Income (Expense)77.066.738.935.5(4.0)53.3111.9155.5
Total Noninterest Income (Expense)849.4793.3589.2559.6(4.0)53.31,434.61,406.2
Net Interest Income (Expense)(1)339.9320.9257.2248.8(6.3)(7.4)590.8562.3
Revenue(1)1,189.31,114.2846.4808.4(10.3)45.92,025.41,968.5
Provision for Credit Losses(6.1)(0.6)(12.3)12.41.4(3.8)(17.0)8.0
Noninterest Expense
Compensation78.890.3143.3138.7403.2354.6625.3583.6
Employee Benefits16.818.222.523.575.967.5115.2109.2
Outside Services24.043.614.011.6210.2201.1248.2256.3
Allocated Expense763.6682.7315.3297.1(1,078.9)(979.8)——
Other Segment Items(2)18.121.621.218.0394.9370.7434.2410.3
Total Noninterest Expense901.3856.4516.3488.95.314.11,422.91,359.4
Income (Loss) before Income Taxes(1)294.1258.4342.4307.1(17.0)35.6619.5601.1
Provision for Income Taxes(1)64.356.783.776.813.92.7161.9136.2
Net Income (Loss)$229.8$201.7$258.7$230.3$(30.9)$32.9$457.6$464.9
Percentage of Consolidated Net Income50%43%57%50%(7)%7%100%100%
Average Assets$110,056.4$107,362.3$39,850.2$38,734.9$1,134.9$745.7$151,041.5$146,842.9
Average Loans$5,399.9$5,615.8$36,100.7$34,268.2$—$—$41,500.6$39,884.0
Average Deposits$90,195.3$86,635.7$25,370.4$25,179.3$1,134.9$745.7$116,700.6$112,560.7

(1) Financial measures stated on an FTE basis. The FTE adjustment was $5.5 million and $7.1 million for three months ended September 30, 2025 and 2024, respectively, and is eliminated within “Other” in order for “Total Consolidated” to reconcile with the Consolidated Statement of Income.

(2) Other Segment Items include Occupancy, Equipment & Software and Other Operating Expense.

(3) Prior-year quarter includes the gain related to the sale of an equity investment.

Notes to Consolidated Financial Statements (unaudited) (continued)

(In Millions)ASSET SERVICING(3)WEALTH MANAGEMENT(3)OTHER(4)TOTAL CONSOLIDATED
NINE MONTHS ENDED SEPTEMBER 30,20252024202520242025202420252024
Noninterest Income
Trust, Investment and Other Servicing Fees$2,070.6$1,957.3$1,639.8$1,548.3$—$—$3,710.4$3,505.6
Foreign Exchange Trading Income (Loss)190.4181.6(23.9)(12.1)——166.5169.5
Other Noninterest Income (Loss)216.2196.8107.0104.0(6.2)741.6317.01,042.4
Total Noninterest Income (Loss)2,477.22,335.71,722.91,640.2(6.2)741.64,193.94,717.5
Net Interest Income (Expense)(1)1,010.8896.2775.6734.4(17.0)(17.3)1,769.41,613.3
Revenue(1)3,488.03,231.92,498.52,374.6(23.2)724.35,963.36,330.8
Provision for Credit Losses(0.1)(1.9)(2.0)15.72.6(6.3)0.57.5
Noninterest Expense
Compensation249.1318.4434.4438.61,201.01,118.91,884.51,875.9
Employee Benefits50.852.367.164.7224.7193.5342.6310.5
Outside Services114.2145.645.334.1580.9566.8740.4746.5
Allocated Expense2,213.52,037.7929.9901.0(3,143.4)(2,938.7)——
Other Segment Items(2)59.966.567.558.41,162.21,200.21,289.61,325.1
Total Noninterest Expense2,687.52,620.51,544.21,496.825.4140.74,257.14,258.0
Income (Loss) before Income Taxes(1)800.6613.3956.3862.1(51.2)589.91,705.72,065.3
Provision for Income Taxes(1)173.2134.5233.8216.727.8138.4434.8489.6
Net Income (Loss)$627.4$478.8$722.5$645.4$(79.0)$451.5$1,270.9$1,575.7
Percentage of Consolidated Net Income49%30%57%41%(6)%29%100%100%
Average Assets$112,297.8$107,447.0$39,364.0$38,629.2$1,348.6$578.6$153,010.4$146,654.8
Average Loans$5,652.7$6,329.8$35,593.9$34,501.8$—$—$41,246.6$40,831.6
Average Deposits$91,669.5$86,516.2$25,317.3$25,659.4$1,348.6$578.6$118,335.4$112,754.2

(1) Financial measures stated on an FTE basis. The FTE adjustment was $15.8 million and $21.3 million for nine months ended September 30, 2025 and 2024, respectively, and is eliminated within “Other” in order for “Total Consolidated” to reconcile with the Consolidated Statement of Income.

(2) Other Segment Items include Occupancy, Equipment & Software and Other Operating Expense.

(3) Prior-year period items including severance-related charges, software amortization acceleration and dispositions, and a securities repositioning related to the supplemental pension plan, are allocated to the Reporting Segments based on the nature of the item.

(4) Includes the net gain from Northern Trust’s participation in the Visa Exchange Offer, a gain related to the sale of an equity investment, partially offset by a loss on available for sale debt securities sold in conjunction with a repositioning of the portfolio, all in the prior-year period.

Note 10 – Stockholders’ Equity

Preferred Stock. The Corporation is authorized to issue 10 million shares of preferred stock without par value. The Board of Directors is authorized to fix the particular designations, preferences and relative, participating, optional and other special rights and qualifications, limitations or restrictions for each series of preferred stock issued.

As of September 30, 2025, 5,000 shares of Series D Non-Cumulative Perpetual Preferred Stock (Series D Preferred Stock) and 16,000 shares of Series E Non-Cumulative Perpetual Preferred Stock (Series E Preferred Stock) were outstanding.

Series D Preferred Stock. As of September 30, 2025, the Corporation had issued and outstanding 500,000 depositary shares, each representing a 1/100th ownership interest in a share of Series D Preferred Stock, issued in August 2016. Equity related to Series D Preferred Stock as of both September 30, 2025 and December 31, 2024 was $493.5 million. Shares of the Series D Preferred Stock have no par value and a liquidation preference of $100,000 (equivalent to $1,000 per depositary share).

Dividends on the Series D Preferred Stock, which are not mandatory, accrue and are payable on the liquidation preference amount, on a non-cumulative basis, at a rate per annum equal to (i) 4.60% from the original issue date of the Series D Preferred Stock to but excluding October 1, 2026; and (ii) a floating rate equal to the three-month CME Term Secured Overnight Finance Rate (SOFR), as administered by CME Group Benchmark Administration, Ltd., plus a statutory spread adjustment of 0.26161% (as set forth in the final rule to implement the LIBOR Act) plus 3.202% from and including October 1, 2026. Fixed rate dividends are payable in arrears on the first day of April and October of each year, through and including October 1, 2026, and floating rate dividends will be payable in arrears on the first day of January, April, July and October of each year, commencing on January 1, 2027. On July 22, 2025, the Corporation declared a cash dividend of $2,300.00 per share of Series D Preferred Stock payable on October 1, 2025, to stockholders of record as of September 15, 2025.

Series E Preferred Stock. As of September 30, 2025, the Corporation had issued and outstanding 16 million depositary shares, each representing 1/1,000th ownership interest in a share of Series E Preferred Stock, issued in November 2019. Equity related to Series E Preferred Stock as of September 30, 2025 and December 31, 2024 was $391.4 million. Shares of the Series E Preferred Stock have no par value and a liquidation preference of $25,000 (equivalent to $25 per depositary share).

Notes to Consolidated Financial Statements (unaudited) (continued)

Dividends on the Series E Preferred Stock, which are not mandatory, will accrue and be payable on the liquidation preference amount, on a non-cumulative basis, quarterly in arrears on the first day of January, April, July and October of each year, at a rate per annum equal to 4.70%. On July 22, 2025, the Corporation declared a cash dividend of $293.75 per share of Series E Preferred Stock payable on October 1, 2025, to stockholders of record as of September 15, 2025.

Common Stock. Shares are repurchased by the Corporation to, among other things, manage the Corporation’s capital levels. Repurchased shares are used for general purposes, including the issuance of shares under stock option and other incentive plans. The repurchase authorization approved by the Board of Directors has no expiration date. For the three and nine months ended September 30, 2025, the Corporation repurchased 2,164,198 and 8,155,416 shares of common stock, respectively, at a total cost of $277.0 million ($128.00 average price per share) and $903.7 million ($110.81 average price per share), respectively, including 16,233 and 437,987 shares withheld to satisfy tax withholding obligations related to share-based compensation, respectively. For the three and nine months ended September 30, 2024, the Corporation repurchased 3,463,546 and 8,112,288 shares of common stock, respectively, at a total cost of $301.4 million ($87.01 average price per share), and $684.2 million ($84.34 average price per share) respectively, including 15,629 and 398,646 shares withheld to satisfy tax withholding obligations related to share-based compensation, respectively. Repurchases prior to July 22, 2025 were made pursuant to the stock repurchase authorization approved by the Board of Directors in October 2021. On July 22, 2025, this program was terminated and replaced with a new repurchase program, under which the Board of Directors authorized the Corporation to repurchase up to $2.5 billion of the Corporation’s common stock.

Note 11 – Accumulated Other Comprehensive Income (Loss)

The following tables summarize the components of Accumulated Other Comprehensive Income (Loss) (AOCI) at September 30, 2025 and 2024, and changes during the three and nine months then ended.

TABLE 58: SUMMARY OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED SEPTEMBER 30, 2025
(In Millions)NET UNREALIZED GAINS (LOSSES) ON AVAILABLE FOR SALE DEBT SECURITIESNET UNREALIZED GAINS (LOSSES) ON CASH FLOW HEDGESNET FOREIGN CURRENCY ADJUSTMENTNET PENSION AND OTHER POSTRETIREMENT BENEFIT ADJUSTMENTSTOTAL
Balance at June 30, 2025$(481.2)$—$230.1$(448.1)$(699.2)
Net Change44.3—17.62.264.1
Balance at September 30, 2025$(436.9)$—$247.7$(445.9)$(635.1)
NINE MONTHS ENDED SEPTEMBER 30, 2025
(In Millions)NET UNREALIZED GAINS (LOSSES) ON AVAILABLE FOR SALE DEBT SECURITIESNET UNREALIZED GAINS (LOSSES) ON CASH FLOW HEDGESNET FOREIGN CURRENCY ADJUSTMENTNET PENSION AND OTHER POSTRETIREMENT BENEFIT ADJUSTMENTSTOTAL
Balance at December 31, 2024$(598.1)$0.6$233.1$(449.6)$(814.0)
Net Change161.2(0.6)14.63.7178.9
Balance at September 30, 2025$(436.9)$—$247.7$(445.9)$(635.1)
THREE MONTHS ENDED SEPTEMBER 30, 2024
NET UNREALIZED GAINS (LOSSES) ON AVAILABLE FOR SALE DEBT SECURITIES(1)NET UNREALIZED GAINS (LOSSES) ON CASH FLOW HEDGESNET FOREIGN CURRENCY ADJUSTMENTNET PENSION AND OTHER POSTRETIREMENT BENEFIT ADJUSTMENTSTOTAL
Balance at June 30, 2024$(667.1)$—$215.2$(413.1)$(865.0)
Net Change63.90.318.92.485.5
Balance at September 30, 2024$(603.2)$0.3$234.1$(410.7)$(779.5)
NINE MONTHS ENDED SEPTEMBER 30, 2024
NET UNREALIZED GAINS (LOSSES) ON AVAILABLE FOR SALE DEBT SECURITIESNET UNREALIZED GAINS (LOSSES) ON CASH FLOW HEDGESNET FOREIGN CURRENCY ADJUSTMENTNET PENSION AND OTHER POSTRETIREMENT BENEFIT ADJUSTMENTSTOTAL
Balance at December 31, 2023$(923.9)$0.8$203.6$(418.4)$(1,137.9)
Net Change320.7(0.5)30.57.7358.4
Balance at September 30, 2024$(603.2)$0.3$234.1$(410.7)$(779.5)

Notes to Consolidated Financial Statements (unaudited) (continued)

TABLE 59: DETAILS OF CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED SEPTEMBER 30,20252024
(In Millions)PRE-TAXTAXAFTER TAXPRE-TAXTAXAFTER TAX
Unrealized Gains (Losses) on Available for Sale Debt Securities
Unrealized Gains (Losses) on Available for Sale Debt Securities$33.6$(7.5)$26.1$63.7$(18.6)$45.1
Reclassification Adjustments for (Gains) Losses Included in Net Income:
Interest Income on Debt Securities(1)24.1(5.9)18.224.9(6.1)18.8
Net Change$57.7$(13.4)$44.3$88.6$(24.7)$63.9
Unrealized Gains (Losses) on Cash Flow Hedges
Foreign Exchange Contracts$0.1$—$0.1$1.0$(0.2)$0.8
Reclassification Adjustment for (Gains) Losses Included in Net Income(3)(0.2)0.1(0.1)(0.6)0.1(0.5)
Net Change$(0.1)$0.1$—$0.4$(0.1)$0.3
Foreign Currency Adjustments
Foreign Currency Translation Adjustments$(21.9)$(8.0)$(29.9)$122.9$(2.4)$120.5
Long-Term Intra-Entity Foreign Currency Transaction Gains (Losses)0.2(0.1)0.11.0(0.3)0.7
Net Investment Hedge Gains (Losses)62.8(15.4)47.4(135.6)33.3(102.3)
Net Change$41.1$(23.5)$17.6$(11.7)$30.6$18.9
Pension and Other Postretirement Benefit Adjustments
Net Actuarial Gains (Losses)$(0.1)$—$(0.1)$(0.1)$—$(0.1)
Reclassification Adjustment for (Gains) Losses Included in Net Income(4)
Amortization of Net Actuarial Loss3.0(0.7)2.33.2(0.7)2.5
Net Change$2.9$(0.7)$2.2$3.1$(0.7)$2.4
Total Net Change$101.6$(37.5)$64.1$80.4$5.1$85.5
NINE MONTHS ENDED SEPTEMBER 30,20252024
(In Millions)PRE-TAXTAXAFTER TAXPRE-TAXTAXAFTER TAX
Unrealized Gains (Losses) on Available for Sale Debt Securities
Unrealized Gains (Losses) on Available for Sale Debt Securities$142.7$(37.8)$104.9$176.9$(55.1)$121.8
Reclassification Adjustments for (Gains) Losses Included in Net Income:
Interest Income on Debt Securities(1)74.6(18.3)56.376.5(19.0)57.5
Net (Gains) Losses on Debt Securities(2)———189.3(47.9)141.4
Net Change$217.3$(56.1)$161.2$442.7$(122.0)$320.7
Unrealized Gains (Losses) on Cash Flow Hedges
Foreign Exchange Contracts$13.1$(3.1)$10.0$6.4$(1.5)$4.9
Reclassification Adjustment for (Gains) Losses Included in Net Income(3)(14.1)3.5(10.6)(7.1)1.7(5.4)
Net Change$(1.0)$0.4$(0.6)$(0.7)$0.2$(0.5)
Foreign Currency Adjustments
Foreign Currency Translation Adjustments$275.5$(12.9)$262.6$52.5$(1.2)$51.3
Long-Term Intra-Entity Foreign Currency Transaction Gains (Losses)0.8(0.1)0.70.2(0.1)0.1
Net Investment Hedge Gains (Losses)(329.6)80.9(248.7)(36.3)15.4(20.9)
Net Change$(53.3)$67.9$14.6$16.4$14.1$30.5
Pension and Other Postretirement Benefit Adjustments
Net Actuarial Gains (Losses)$(3.5)$0.3$(3.2)$0.9$(0.5)$0.4
Reclassification Adjustment for (Gains) Losses Included in Net Income(4)
Amortization of Net Actuarial Loss9.0(2.1)6.99.6(2.3)7.3
Net Change$5.5$(1.8)$3.7$10.5$(2.8)$7.7
Total Net Change$168.5$10.4$178.9$468.9$(110.5)$358.4

(1) The before-tax reclassification adjustment is related to the unrealized gains (losses) amortization on AFS debt securities that were transferred to HTM debt securities during the second quarter of 2021 and third quarter of 2022.

(2) The net gains (losses) on AFS debt securities before-tax reclassification adjustment is recorded in Investment Security Gains (Losses), net on the consolidated statements of income.

(3) See Note 21—Derivative Financial Instruments for the location of the reclassification adjustment related to cash flow hedges.

(4) The pension and other postretirement benefit before-tax reclassification adjustment is recorded in Employee Benefits expense on the consolidated statements of income.

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 12 – Net Income Per Common Share

The computations of net income per common share are presented in the following table.

TABLE 60: NET INCOME PER COMMON SHARE

THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
($ In Millions Except Per Common Share Information)2025202420252024
Basic Net Income Per Common Share
Average Number of Common Shares Outstanding190,053,947199,937,543192,647,391202,614,386
Net Income$457.6$464.9$1,270.9$1,575.7
Less: Dividends on Preferred Stock16.216.237.137.1
Net Income Applicable to Common Stock441.4448.71,233.81,538.6
Less: Earnings Allocated to Participating Securities4.23.611.613.2
Earnings Allocated to Common Shares Outstanding437.2445.11,222.21,525.4
Basic Net Income Per Common Share$2.30$2.23$6.34$7.53
Diluted Net Income Per Common Share
Average Number of Common Shares Outstanding190,053,947199,937,543192,647,391202,614,386
Plus: Dilutive Effect of Share-based Compensation946,615611,520833,978517,014
Average Common and Potential Common Shares191,000,562200,549,063193,481,369203,131,400
Earnings Allocated to Common and Potential Common Shares$437.2$445.1$1,222.2$1,525.4
Diluted Net Income Per Common Share2.292.226.327.51

Note: For the three and nine months ended September 30, 2025, there were no common stock equivalents excluded from the computation of diluted net income per common share because their inclusion would have been antidilutive. For the three and nine months ended September 30, 2024, there were de minimis and 0.2 million common stock equivalents excluded in the computation of diluted net income per share.

Note 13 – Revenue from Contracts with Clients

Trust, Investment, and Other Servicing Fees. Custody and Fund Administration income is comprised of revenues received from our core asset servicing business for providing custody, fund administration, and middle-office-related services, primarily to Asset Servicing clients. Investment Management and Advisory income contains revenue received from providing asset management and related services to Asset Servicing and Wealth Management clients and to Northern Trust sponsored funds. Securities Lending income represents revenues generated from securities lending arrangements that Northern Trust enters into as agent, mainly with Asset Servicing clients. Other income largely consists of revenues received from providing employee benefit, investment risk and analytic and other services to Asset Servicing and Wealth Management clients.

Other Noninterest Income. Treasury Management income represents revenues received from providing cash and liquidity management services to Asset Servicing and Wealth Management clients. The portion of Security Commissions and Trading Income that relates to revenue from contracts with clients is primarily comprised of commissions earned from providing securities brokerage services to Asset Servicing and Wealth Management clients. The portion of Other Operating Income that relates to revenue from contracts with clients is mainly comprised of service fees for banking-related services provided to Wealth Management and Asset Servicing clients.

Performance Obligations. Clients are typically charged monthly or quarterly in arrears based on the fee arrangement agreed to with each client; payment terms will vary depending on the client and services offered.

Substantially all revenues generated from contracts with clients for asset servicing, asset management, securities lending, treasury management and banking-related services are recognized on an accrual basis, over the period in which services are provided. The nature of Northern Trust’s performance obligations is to provide a series of distinct services in which the client simultaneously receives and consumes the benefits of the promised services as they are performed. Fee arrangements are mainly comprised of variable amounts based on market value of client assets managed and serviced, transaction volumes, number of accounts, and securities lending volume and spreads. Revenue is recognized using the output method in an amount that reflects the consideration to which Northern Trust expects to be entitled in exchange for providing each month or quarter of service. For contracts with multiple performance obligations, revenue is allocated to each performance obligation based on the price agreed to with the client, representing its relative standalone selling price.

Security brokerage revenue is primarily represented by securities commissions received in exchange for providing trade execution related services. Control is transferred at a point in time, on the trade date of the transaction, and fees are typically variable based on transaction volumes and security types.

Northern Trust’s contracts with its clients are typically open-ended arrangements and are therefore considered to have an original duration of less than one year. Northern Trust has elected the practical expedient to not disclose the value of remaining performance obligations for contracts with an original expected duration of one year or less.

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table presents revenues disaggregated by major revenue source.

TABLE 61: REVENUE DISAGGREGATION

THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
(In Millions)2025202420252024
Noninterest Income
Trust, Investment and Other Servicing Fees
Custody and Fund Administration$515.5$482.5$1,499.0$1,427.1
Investment Management and Advisory668.3634.81,965.31,838.3
Securities Lending21.517.759.753.2
Other60.261.6186.4187.0
Total Trust, Investment and Other Servicing Fees$1,265.5$1,196.6$3,710.4$3,505.6
Other Noninterest Income
Foreign Exchange Trading Income$57.2$54.1$166.5$169.5
Treasury Management Fees9.58.228.826.5
Security Commissions and Trading Income41.835.5120.5107.7
Other Operating Income60.6111.8167.71,097.5
Investment Security Gains (Losses), net———(189.3)
Total Other Noninterest Income$169.1$209.6$483.5$1,211.9
Total Noninterest Income$1,434.6$1,406.2$4,193.9$4,717.5

On the consolidated statements of income, Trust, Investment and Other Servicing Fees and Treasury Management Fees represent revenue from contracts with clients. For the three months ended September 30, 2025, revenue from contracts with clients also includes $39.5 million of the $41.8 million total Security Commissions and Trading Income and $10.4 million of the $60.6 million total Other Operating Income. For the nine months ended September 30, 2025, revenue from contracts with clients also includes $115.3 million of the $120.5 million total Security Commissions and Trading Income and $31.2 million of the $167.7 million total Other Operating Income.

For the three months ended September 30, 2024, revenue from contracts with clients also includes $31.0 million of the $35.5 million total Security Commissions and Trading Income and $9.7 million of the $111.8 million total Other Operating Income. For the nine months ended September 30, 2024, revenue from contracts with clients also includes $95.7 million of the $107.7 million total Security Commissions and Trading Income and $29.0 million of the $1,097.5 million total Other Operating Income.

Receivables Balances. The table below represents receivables balances from contracts with clients, which are included in Other Assets on the consolidated balance sheets, at September 30, 2025 and December 31, 2024.

TABLE 62: CLIENT RECEIVABLES

(In Millions)SEPTEMBER 30, 2025DECEMBER 31, 2024
Trust Fees Receivable, net(1)$969.0$932.3
Other80.964.5
Total Client Receivables$1,049.9$996.8

(1) Trust Fees Receivable is net of a $5.4 million and $12.0 million fee receivable allowance as of September 30, 2025 and December 31, 2024, respectively.

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 14 – Net Interest Income

The components of Net Interest Income were as follows.

TABLE 63: NET INTEREST INCOME

THREE MONTHS ENDED SEPTEMBER 30, 2025NINE MONTHS ENDED SEPTEMBER 30, 2025
(In Millions)2025202420252024
Interest Income
Federal Reserve and Other Central Bank Deposits$326.5$451.7$1,142.9$1,369.0
Interest-Bearing Due from and Deposits with Banks(1)20.728.565.994.5
Federal Funds Sold and Securities Purchased under Agreements to Resell711.7890.82,091.72,578.2
Securities — Taxable481.1486.31,398.31,409.0
— Nontaxable(2)0.20.20.80.8
Loans584.6644.51,735.81,946.4
Other Interest-Earning Assets(3)19.528.262.684.4
Total Interest Income$2,144.3$2,530.2$6,498.0$7,482.3
Interest Expense
Deposits$658.4$873.5$2,082.3$2,653.5
Federal Funds Purchased24.829.672.8101.9
Securities Sold Under Agreements to Repurchase695.0869.72,048.82,535.1
Other Borrowings79.694.8239.7278.7
Senior Notes39.344.2117.1132.4
Long-Term Debt56.456.1167.9167.4
Total Interest Expense$1,553.5$1,967.9$4,728.6$5,869.0
Net Interest Income$590.8$562.3$1,769.4$1,613.3

(1) Interest-Bearing Due from and Deposits with Banks includes the interest-bearing component of Cash and Due from Banks and Interest-Bearing Deposits with Banks as presented on the consolidated balance sheets.

(2) Non-taxable Securities represent securities that are exempt from U.S. federal income taxes.

(3) Other Interest-Earning Assets include certain community development investments, collateral deposits with certain securities depositories and clearing houses, Federal Home Loan Bank and Federal Reserve stock, and money market investments which are classified in Other Assets on the consolidated balance sheets.

Note 15 – Other Operating Income

The components of Other Operating Income were as follows.

TABLE 64: OTHER OPERATING INCOME

THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
(In Millions)2025202420252024
Loan Service Fees$14.9$14.0$41.1$43.4
Banking Service Fees14.114.242.540.8
Bank Owned Life Insurance19.418.458.360.4
Other Income(1)(2)12.265.225.7952.9
Total Other Operating Income$60.6$111.8$167.7$1,097.5

(1) Other Income for the three and nine months ended September 30, 2024 includes a $68.1 million pre-tax gain related to the sale of an equity investment.

(2) Other Income includes the mark-to-market loss on derivative swap activity related to previous sales of certain Visa Class B common shares, realized gains related to sales of certain Visa Class C common shares, and mark-to-market gains on Visa Class C common shares still held. Refer to Note 20—Commitments and Contingent Liabilities for further information.

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 16 – Other Operating Expense

The components of Other Operating Expense were as follows.

TABLE 65: OTHER OPERATING EXPENSE

THREE MONTHS ENDED SEPTEMBER 30, 2025NINE MONTHS ENDED SEPTEMBER 30, 2025
In Millions)2025202420252024
Business Promotion$17.1$19.1$56.2$56.6
Staff Related13.912.425.134.8
FDIC Insurance Premiums(1)2.27.119.635.6
Charitable Contributions(2)3.43.38.479.3
Other Expenses48.444.2150.6155.5
Total Other Operating Expense$85.0$86.1$259.9$361.8

(1) FDIC Insurance Premiums include a $14.7 million charge for the nine months ended September 30, 2024, related to the FDIC Insurance Premium Special Assessment.

(2) Charitable Contributions include a $70 million contribution to the Northern Trust Foundation for the nine months ended September 30, 2024.

Note 17 – Pension

The following table sets forth the net periodic pension expense for Northern Trust’s U.S. Qualified Plan, Non-U.S. Pension Plans, and U.S. Non-Qualified Plan for the three and nine months ended September 30, 2025 and 2024.

TABLE 66: NET PERIODIC PENSION EXPENSE (BENEFIT)

U.S. QUALIFIED PLANTHREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
(In Millions)2025202420252024
Service Cost$13.7$13.4$41.1$40.2
Interest Cost15.513.946.541.7
Expected Return on Plan Assets(30.6)(28.9)(91.8)(86.7)
Amortization
Net Actuarial Loss1.91.95.75.7
Net Periodic Pension Expense$0.5$0.3$1.5$0.9
NON-U.S. PENSION PLANSTHREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
(In Millions)2025202420252024
Service Cost$0.5$0.5$1.5$1.5
Interest Cost1.21.13.53.3
Expected Return on Plan Assets(1.7)(1.6)(5.0)(4.8)
Net Periodic Pension Expense$—$—$—$—
U.S. NON-QUALIFIED PLANTHREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
(In Millions)2025202420252024
Service Cost$1.2$1.2$3.6$3.6
Interest Cost1.31.23.93.6
Amortization
Net Actuarial Loss1.11.33.33.9
Net Periodic Pension Expense$3.6$3.7$10.8$11.1

The components of net periodic pension expense are recorded in Employee Benefits expense on the consolidated statements of income.

There were no contributions made to the U.S. Qualified Plan or the U.S. Non-Qualified Plan during the three months ended September 30, 2025 and 2024. There were $125.0 million and $200.0 million of contributions to the U.S. Qualified Plan during the nine months ended September 30, 2025 and 2024, respectively. There were $12.9 million and $8.0 million of contributions to the U.S. Non-Qualified Plan during the nine months ended September 30, 2025 and 2024, respectively.

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 18 – Share-Based Compensation Plans

The Northern Trust Corporation 2017 Long-Term Incentive Plan provides for the grant of non-qualified and incentive stock options; tandem and free-standing stock appreciation rights; stock awards in the form of restricted stock, restricted stock units and other stock awards; and performance awards.

Restricted stock unit and performance stock unit grants continue to vest in accordance with the original terms of the award if the applicable employee retires after satisfying applicable age and service requirements.

Total compensation expense for share-based payment arrangements and the associated tax impacts were as follows for the three and nine months ended September 30, 2025 and 2024.

TABLE 67: TOTAL COMPENSATION EXPENSE FOR SHARE-BASED PAYMENT ARRANGEMENTS

THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
(In Millions)2025202420252024
Restricted Stock Unit Awards$15.7$13.4$89.6$78.3
Performance Stock Units1.91.318.119.8
Total Share-Based Compensation Expense17.614.7107.798.1
Tax Benefits Recognized$4.3$3.6$26.4$24.0

Note 19 – Variable Interest Entities

Northern Trust is involved with various entities in the normal course of business that are deemed to be variable interest entities (VIEs). VIEs are defined within GAAP as entities which either (1) lack sufficient equity at risk to permit the entity to finance its activities without additional subordinated financial support, (2) have equity investors that lack attributes typical of an equity investor, such as the ability to make significant decisions through voting rights affecting the entity’s operations, or the obligation to absorb expected losses or the right to receive residual returns of the entity, or (3) are structured with voting rights that are disproportionate to the equity investor’s obligation to absorb losses or right to receive returns, and substantially all of the activities are conducted on behalf of the holder of the equity investment at risk with disproportionately few voting rights. Investors that finance a VIE through debt or equity interests are variable interest holders in the entity and the variable interest holder, if any, that has both the power to direct the activities that most significantly impact the entity’s economic performance and, through its variable interest, the obligation to absorb losses or the right to receive returns that could potentially be significant to the entity is deemed to be the VIE’s primary beneficiary and is required to consolidate the VIE.

Community Reinvestment Act (CRA) Investments. Northern Trust fulfills its obligations under the CRA by making a variety of qualified investments for purposes of supporting institutions and programs that benefit low-to-moderate income communities within Northern Trust’s market area. These investments are made in legal entities that are primarily VIEs and consist of equity in limited partnerships and beneficial interests in securitized debt. Based on its analysis, Northern Trust has determined that it is not the primary beneficiary of these VIEs under GAAP and therefore they are not consolidated.

Northern Trust’s investments in these unconsolidated entities are reported in Other Assets or HTM Debt Securities, depending on the structure of the investment.

Tax credit structures. Northern Trust holds tax-advantaged investments in unconsolidated entities that own and operate affordable housing and projects through the new markets tax credit program. These entities, which are limited partnerships and similar entities, are primarily VIEs and are designed to generate a return primarily through the realization of tax credits and other tax benefits, such as tax deductions from operating losses of the investments. Northern Trust invests as a limited partner/investor member and lacks both the power to direct the entities’ most significant activities and the obligation to absorb losses or right to receive benefits that could potentially be significant to the entities. Northern Trust is not required to consolidate these entities as it does not have a controlling financial interest and thus is not the primary beneficiary.

Northern Trust’s maximum exposure to loss as a result of its involvement with tax credit structures and other CRA investments is limited to the carrying amounts of its investments, including any undrawn commitments. Northern Trust’s funding requirements are limited to its invested capital and undrawn commitments for future equity contributions. Northern Trust has no exposure to loss from liquidity arrangements and no obligation to purchase assets of these entities.

Northern Trust’s investments in these unconsolidated tax credit structures and related unfunded commitments are reported in Other Assets and Other Liabilities, respectively, on the consolidated balance sheets.

Notes to Consolidated Financial Statements (unaudited) (continued)

TABLE 68: SUMMARY OF UNCONSOLIDATED TAX CREDIT STRUCTURES

(In Millions)SEPTEMBER 30, 2025DECEMBER 31, 2024
Investment Carrying Amount
Affordable Housing$751.3$657.0
New Markets190.4219.7
Total Investment Carrying Amount(1)$941.7$876.7
Unfunded Commitments(2)
Affordable Housing$319.2$227.1
Total Unfunded Commitments(3)$319.2$227.1

(1) As of September 30, 2025 and December 31, 2024, $918.1 million and $849.3 million are VIEs, respectively.

(2) As of September 30, 2025 and December 31, 2024, there were no unfunded commitments for New Markets.

(3) As of September 30, 2025 and December 31, 2024, $315.9 million and $221.0 million relate to undrawn commitments on VIEs, respectively.

On January 1, 2024, Northern Trust adopted ASU No. 2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method—a consensus of the Emerging Issues Task Force” (ASU 2023-02). Upon adoption of ASU 2023-02, Northern Trust elected to account for qualifying new markets tax credit investments under the proportional amortization method. Prior to the adoption of ASU 2023-02, Northern Trust accounted for qualifying affordable housing investments under the proportional amortization method and continues to do so subsequent to the adoption of ASU 2023-02. Under the proportional amortization method, the carrying amount of the investment is amortized in proportion to the income tax credits and other income tax benefits received in the current period as compared to the total income tax credits and income tax benefits expected to be received over the life of the investment. Income tax credits and other income tax benefits and amortization expense associated with unconsolidated tax credit structures are primarily reported in the Provision for Income Tax on the consolidated statement of income.

TABLE 69: INCOME TAX CREDITS AND OTHER TAX BENEFITS AND AMORTIZATION EXPENSE ASSOCIATED WITH TAX CREDIT STRUCTURES

THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
(In Millions)2025202420252024
Income Tax Credits and Other Income Tax Benefits
Affordable Housing$24.2$21.9$72.3$65.5
New Markets4.25.111.715.1
Total Income Tax Credits and Other Income Tax Benefits$28.4$27.0$84.0$80.6
Amortization Expense
Affordable Housing$21.9$19.6$65.6$58.5
New Markets3.94.411.013.3
Total Amortization Expense$25.8$24.0$76.6$71.8

Investment funds. Northern Trust acts as an asset manager for various funds in which clients of Northern Trust are investors. As an asset manager of funds, Northern Trust earns a competitively priced fee that is based on assets managed and varies with each fund’s investment objective. Based on its analysis, Northern Trust has determined that it is not the primary beneficiary of these VIEs under GAAP and therefore, the funds are not consolidated. Northern Trust’s maximum exposure to loss is limited to the carrying amount of its investments, including any undrawn commitments.

Certain funds for which Northern Trust acts as an asset manager comply or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds and, therefore, the funds are exempt from the consolidation requirements in ASC 810-10. Northern Trust does not have any contractual obligations to provide financial support to the funds. Any potential future support of the funds will be at the discretion of Northern Trust after an evaluation of the specific facts and circumstances.

Periodically, Northern Trust makes seed capital investments to certain funds which are VIEs. As of September 30, 2025, Northern Trust had $112.3 million of investments valued using net asset value per share and had $29.3 million of unfunded commitments related to seed capital investments. As of December 31, 2024, Northern Trust had no seed capital investments and no unfunded commitments related to seed capital investments.

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 20 – Commitments and Contingent Liabilities

Off-Balance Sheet Financial Instruments, Guarantees and Other Commitments. Northern Trust, in the normal course of business, enters into various types of commitments and issues letters of credit to meet the liquidity and credit enhancement needs of its clients. The contractual amounts of these instruments represent the maximum potential credit exposure should the instrument be fully drawn upon and the client default. To control the credit risk associated with entering into commitments and issuing letters of credit, Northern Trust subjects such activities to the same credit quality and monitoring controls as its lending activities. Northern Trust does not believe the total contractual amount of these instruments to be representative of its future credit exposure or funding requirements.

The following table provides details of Northern Trust's off-balance sheet financial instruments as of September 30, 2025 and December 31, 2024.

TABLE 70: SUMMARY OF OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

SEPTEMBER 30, 2025DECEMBER 31, 2024
(In Millions)ONE YEAR AND LESSOVER ONE YEARTOTALONE YEAR AND LESSOVER ONE YEARTOTAL
Undrawn Commitments(1)$10,276.9$17,504.9$27,781.8$10,849.6$17,293.2$28,142.8
Standby Letters of Credit and Financial Guarantees(2)(3)125,473.6333.2125,806.8112,256.3490.1112,746.4
Commercial Letters of Credit37.30.237.520.30.220.5
Securities Lent with Indemnification167,606.5—167,606.5144,543.7—144,543.7
Total Off-Balance Sheet Financial Instruments$303,394.3$17,838.3$321,232.6$267,669.9$17,783.5$285,453.4

(1) These amounts exclude $221.1 million and $268.5 million of commitments participated to others at September 30, 2025 and December 31, 2024, respectively.

(2) These amounts include $69.1 million and $109.4 million of standby letters of credit secured by cash deposits or participated to others as of September 30, 2025 and December 31, 2024, respectively.

(3) These amounts include a $124.0 billion and $110.8 billion guarantee to the FICC under the sponsored member program, without taking into consideration the related collateral, as of September 30, 2025 and December 31, 2024, respectively.

Undrawn Commitments generally have fixed expiration dates or other termination clauses. Since a significant portion of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future loans or liquidity requirements.

Standby Letters of Credit obligate Northern Trust to meet certain financial obligations of its clients, if, under the contractual terms of the agreement, the clients are unable to do so. These instruments are primarily issued to support public and private financial commitments, including commercial paper, bond financing, initial margin requirements on futures exchanges and similar transactions. Northern Trust is obligated to meet the entire financial obligation of these agreements and in certain cases is able to recover the amounts paid through recourse against collateral received or other participants. Since the vast majority of the standby letters of credit are never drawn, the total standby letters of credit amount does not necessarily represent future loans or liquidity requirements.

Financial Guarantees are issued by Northern Trust to guarantee the performance of a client to a third party under certain arrangements.

Commercial Letters of Credit are instruments issued by Northern Trust on behalf of its clients that authorize a third party (the beneficiary) to draw drafts up to a stipulated amount under the specified terms and conditions of the agreement and other similar instruments. Commercial letters of credit are issued primarily to facilitate international trade.

Securities Lent with Indemnification involves Northern Trust lending securities owned by clients to borrowers who are reviewed and approved by the Northern Trust Capital Markets Credit Committee, as part of its securities custody activities and at the direction of its clients. In connection with these activities, Northern Trust has issued indemnifications to certain clients against certain losses that are a direct result of a borrower’s failure to return securities when due, should the value of such securities exceed the value of the collateral required to be posted. Borrowers are required to collateralize fully securities received with cash or marketable securities. As securities are loaned, collateral is maintained at a minimum of 100% of the fair value of the securities plus accrued interest. The collateral is revalued on a daily basis. The amount of securities loaned as of September 30, 2025 and December 31, 2024 subject to indemnification was $167.6 billion and $144.5 billion, respectively. Because of the credit quality of the borrowers and the requirement to fully collateralize securities borrowed, management believes that the exposure to credit loss from this activity is not significant and no liability was recorded as of September 30, 2025 or December 31, 2024, related to these indemnifications.

Notes to Consolidated Financial Statements (unaudited) (continued)

Unsettled Repurchase and Reverse Repurchase Agreements. Northern Trust enters into repurchase agreements and reverse repurchase agreements which may settle at a future date. In repurchase agreements, Northern Trust receives cash from and provides securities as collateral to a counterparty. In reverse repurchase agreements, Northern Trust advances cash to and receives securities as collateral from a counterparty. These transactions are recorded on the consolidated balance sheets on the settlement date. As of September 30, 2025 and December 31, 2024, there were no unsettled reverse repurchase agreements and no unsettled repurchase agreements.

Sponsored Member Program**.** Northern Trust is an approved Government Securities Division (GSD) netting and sponsoring member in the FICC sponsored member program, through which Northern Trust submits eligible repurchase and reverse repurchase transactions in U.S. government securities between Northern Trust and its sponsored member clients for novation and clearing. Northern Trust may sponsor clients to clear their eligible repurchase transactions with the FICC. As a sponsoring member, Northern Trust guarantees to the FICC the prompt and full payment and performance of its sponsored member clients’ respective obligations under the FICC GSD’s rules. To mitigate Northern Trust’s credit exposure under this guarantee, Northern Trust obtains a security interest in its sponsored member clients’ collateral. See Note 23—Offsetting of Assets and Liabilities for additional information on Northern Trust’s repurchase and reverse repurchase agreements.

Clearing and Settlement Organizations**.** The Bank is a participating member of various cash, securities and foreign exchange clearing and settlement organizations. It participates in these organizations on behalf of its clients and on its own behalf as a result of its own activities. A wide variety of cash and securities transactions are settled through these organizations, including those involving U.S. Treasuries, obligations of states and political subdivisions, asset-backed securities, commercial paper, dollar placements, and securities issued by the Government National Mortgage Association.

Certain of these industry clearing and settlement exchanges require their members to guarantee their obligations and liabilities and/or to provide liquidity support in the event other members do not honor their obligations as stipulated in each clearing organization’s membership agreement. Exposure related to these agreements varies, primarily as a result of fluctuations in the volume of transactions cleared through the organizations. At September 30, 2025 and December 31, 2024, Northern Trust has not recorded any material liabilities under these arrangements as Northern Trust believes the likelihood that a clearing or settlement exchange (of which Northern Trust is a member) would become insolvent is remote. Controls related to these clearing transactions are closely monitored by management to protect the assets of Northern Trust and its clients.

Legal Proceedings. In the normal course of business, the Corporation and its subsidiaries are routinely defendants in or parties to pending and threatened legal actions, and are subject to regulatory examinations, information-gathering requests, investigations, and proceedings, both formal and informal. In certain legal actions, claims for substantial monetary damages are asserted. In regulatory matters, claims for disgorgement, restitution, penalties and/or other remedial actions or sanctions may be sought.

Based on current knowledge, after consultation with legal counsel and after taking into account current accruals, management does not believe that losses, fines or penalties, if any, arising from pending litigation or threatened legal actions or regulatory matters either individually or in the aggregate, after giving effect to applicable reserves and insurance coverage will have a material adverse effect on the consolidated financial position or liquidity of the Corporation, although such matters could have a material adverse effect on the Corporation’s operating results for a particular period.

Under GAAP, (i) an event is “probable” if the “future event or events are likely to occur”; (ii) an event is “reasonably possible” if “the chance of the future event or events occurring is more than remote but less than likely”; and (iii) an event is “remote” if “the chance of the future event or events occurring is slight.”

The outcome of litigation and regulatory matters is inherently difficult to predict and/or the range of loss often cannot be reasonably estimated, particularly for matters that (i) will be decided by a jury, (ii) are in early stages, (iii) involve uncertainty as to the likelihood of a class being certified or the ultimate size of the class, (iv) are subject to appeals or motions, (v) involve significant factual issues to be resolved, including with respect to the amount of damages, (vi) do not specify the amount of damages sought or (vii) seek very large damages based on novel and complex damage and liability legal theories. Accordingly, the Corporation cannot reasonably estimate the eventual outcome of these pending matters, the timing of their ultimate resolution or what the eventual loss, fines or penalties, if any, related to each pending matter will be.

In accordance with applicable accounting guidance, the Corporation records accruals for litigation and regulatory matters when those matters present loss contingencies that are both probable and reasonably estimable. When loss contingencies are not both probable and reasonably estimable, the Corporation does not record accruals. No material accruals have been recorded for pending litigation or threatened legal actions or regulatory matters.

Notes to Consolidated Financial Statements (unaudited) (continued)

For a limited number of matters for which a loss is reasonably possible in future periods, whether in excess of an accrued liability or where there is no accrued liability, the Corporation is able to estimate a range of possible loss. As of September 30, 2025, the Corporation has estimated the range of reasonably possible loss for these matters to be from zero to approximately $25 million in the aggregate. The Corporation’s estimate with respect to the aggregate range of reasonably possible loss is based upon currently available information and is subject to significant judgment and a variety of assumptions and known and unknown uncertainties. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from the current estimate.

In certain other pending matters, there may be a range of reasonably possible loss (including reasonably possible loss in excess of amounts accrued) that cannot be reasonably estimated for the reasons described above. Such matters are not included in the estimated range of reasonably possible loss discussed above.

In 2015, Northern Trust Fiduciary Services (Guernsey) Limited (NTFS), an indirect subsidiary of the Corporation, was charged by a French investigating magistrate judge with complicity in estate tax fraud in connection with the administration of two trusts for which it serves as trustee. Charges also were brought against a number of other persons and entities related to this matter. In 2017, a French court found no estate tax fraud had occurred and NTFS and all other persons and entities charged were acquitted. The Public Prosecutor’s Office of France appealed the court decision and in June 2018 a French appellate court issued its opinion on the matter, acquitting all persons and entities charged, including NTFS. In January 2021, the Cour de Cassation, the highest court in France, reversed the June 2018 appellate court ruling, requiring a re-trial at the appellate court level. This re-trial concluded in October 2023. On March 5, 2024 the appellate court rendered a judgment against all defendants, including NTFS. NTFS was ordered to pay a fine of €187,500 in conjunction with the judgment. In addition, the court ordered that certain of those convicted in relation to tax fraud or aiding and abetting tax fraud, including NTFS, are jointly and severally liable for any allegedly unpaid estate taxes owing, plus penalties and interest. NTFS provided no tax advice and was not involved in the preparation or filing of the challenged estate tax filings in this case. Further, NTFS believes it acted in accordance with all applicable laws and fully complied with its fiduciary duties. Accordingly, NTFS filed an appeal of the judgment on March 5, 2024. Under applicable law, upon the filing by NTFS of its appeal, the judgment, as well as its effects (including the fine and joint and several liability) will be stayed pending the outcome of the appeal.

Visa Class B Common Shares and Makewhole Agreement. Northern Trust, as a member of Visa U.S.A. Inc. (Visa U.S.A.) and in connection with the 2007 restructuring of Visa U.S.A. and its affiliates and the 2008 initial public offering of Visa Inc. (Visa), received certain Visa Class B common shares. The Visa Class B common shares are subject to certain transfer restrictions until the final resolution of certain litigation related to interchange fees involving Visa (the covered litigation), at which time the shares are convertible into Visa Class A common shares based on a conversion rate dependent upon the ultimate cost of resolving the covered litigation. Since 2018, Visa has deposited an additional $5.1 billion into an escrow account previously established with respect to the covered litigation. As a result of the additional contributions to the escrow account, the rate at which Visa Class B-2 common shares will convert into Visa Class A common shares was reduced to 1.5223 as of September 30, 2025.

In September 2018, Visa reached a proposed class settlement agreement covering damage claims but not injunctive relief claims regarding the covered litigation. In December 2019, the district court granted final approval for the proposed class settlement agreement. In March 2023, the Second Circuit Court of Appeals affirmed the district court’s approval of the class settlement agreement. Certain merchants have opted out of the class settlement and are pursuing claims separately. The ultimate resolution of the covered litigation, the timing for removal of the selling restrictions on the Visa Class B common shares and the rate at which such shares will ultimately convert into Visa Class A common shares are uncertain.

In May 2024, Northern Trust received 2.1 million Visa Class B-2 common shares and 819.5 thousand Visa Class C common shares via its full participation in an offer to exchange outstanding shares of Visa’s Class B common stock (Exchange Offer). The newly issued series of Visa Class B common shares are subject to the same transfer and convertibility restrictions as the previously outstanding Visa Class B common shares. The Visa Class C common shares will automatically be converted at the then applicable conversion rate into shares of Visa Class A common stock if transferred to a person other than a Visa member or an affiliate of a Visa member. After the initial exchange offer, Visa can, at its discretion, conduct up to three successive potential exchange offers, in each case, if more than 12 months have passed since the previous exchange offer and after a further 50% reduction of interchange fees at issue in the unresolved claims for damages in the covered litigation.

Northern Trust holds the Visa Class B-2 common shares received in the Exchange Offer at their carryover basis of zero as of September 30, 2025. Based upon the September 30, 2025 closing price of $341.38 for a Visa Class A common share, the estimated value of Northern Trust’s Visa Class B-2 common shares was approximately $1.1 billion at the current conversion rate of Visa Class B-2 to Visa Class A common shares. The estimated value does not represent fair value given the shares’ limited transferability.

Notes to Consolidated Financial Statements (unaudited) (continued)

As of September 30, 2025, Northern Trust continues to hold 12.5 thousand Visa Class C common shares which are recorded at their fair value of $17.1 million in Other Assets on the consolidated balance sheets with changes in fair value recorded in Other Operating Income on the consolidated statement of income.

In conjunction with Northern Trust’s participation in the Exchange Offer, Northern Trust was required to enter into the Makewhole Agreement whereby if all the Visa Class B-2 common share value is exhausted via additional escrow contributions, the Visa Class B-2 shareholders have to step in and make whole what the original Visa Class B common shares would have been obligated to cover absent the Exchange Offer. At September 30, 2025, Northern Trust has not recorded a liability under this agreement as Northern Trust believes the likelihood that a payment under the Makewhole Agreement will have to be made is remote.

Note 21 – Derivative Financial Instruments

Northern Trust is a party to various derivative financial instruments that are used in the normal course of business to meet the needs of its clients, as part of its trading activity for its own account and as part of its risk management activities. These instruments may include foreign exchange contracts, interest rate contracts, total return swap contracts, and swaps related to the sales of certain Visa Class B common shares.

Foreign exchange contracts are agreements to exchange specific amounts of currencies at a future date, at a specified rate of exchange. Foreign exchange contracts are entered into primarily to meet the foreign exchange needs of clients. Foreign exchange contracts are also used for trading and risk management purposes. For risk management purposes, Northern Trust uses foreign exchange contracts to reduce its exposure to changes in foreign exchange rates relating to certain forecasted non-functional-currency-denominated revenue and expenditure transactions and foreign-currency-denominated assets and liabilities, including debt securities and net investments in non-U.S. affiliates.

Interest rate contracts include swap and option contracts. Interest rate swap contracts involve the exchange of fixed and floating rate interest payment obligations without the exchange of the underlying principal amounts. Northern Trust enters into interest rate swap contracts with its clients and also may utilize such contracts to reduce or eliminate the exposure to changes in the cash flows or fair value of hedged assets or liabilities due to changes in interest rates. Interest rate option contracts may include caps, floors, collars and swaptions, and provide for the transfer or reduction of interest rate risk, typically in exchange for a fee. Northern Trust enters into option contracts primarily as a seller of interest rate protection to clients. Northern Trust receives a fee at the outset of the agreement for the assumption of the risk of an unfavorable change in interest rates. This assumed interest rate risk is then mitigated by entering into an offsetting position with an outside counterparty. Northern Trust may also purchase or enter into option contracts for risk management purposes including to reduce the exposure to changes in the cash flows of hedged assets due to changes in interest rates.

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table shows the notional and fair values of all derivative financial instruments as of September 30, 2025 and December 31, 2024.

TABLE 71: NOTIONAL AND FAIR VALUES OF DERIVATIVE FINANCIAL INSTRUMENTS

SEPTEMBER 30, 2025DECEMBER 31, 2024
NOTIONAL VALUEFAIR VALUENOTIONAL VALUEFAIR VALUE
(In Millions)ASSET**(1)**LIABILITY**(2)**ASSET(1)LIABILITY(2)
Derivatives Designated as Hedging under GAAP
Interest Rate Contracts
Fair Value Hedges$9,647.4$236.5$219.2$9,706.3$189.4$159.3
Foreign Exchange Contracts
Cash Flow Hedges———872.840.8—
Net Investment Hedges4,574.85.0349.64,558.6196.524.3
Total Derivatives Designated as Hedging under GAAP$14,222.2$241.5$568.8$15,137.7$426.7$183.6
Derivatives Not Designated as Hedging under GAAP
Non-Designated Risk Management Derivatives
Foreign Exchange Contracts$1.6$—$0.1$1.7$—$—
Other Financial Derivatives(3)596.50.319.0512.0—27.2
Total Non-Designated Risk Management Derivatives$598.1$0.3$19.1$513.7$—$27.2
Client-Related and Trading Derivatives
Foreign Exchange Contracts$407,908.8$1,722.3$1,702.7$362,658.7$4,760.0$4,685.5
Interest Rate Contracts13,555.3119.3164.515,081.7171.8262.1
Total Client-Related and Trading Derivatives$421,464.1$1,841.6$1,867.2$377,740.4$4,931.8$4,947.6
Total Derivatives Not Designated as Hedging under GAAP$422,062.2$1,841.9$1,886.3$378,254.1$4,931.8$4,974.8
Total Gross Derivatives$436,284.4$2,083.4$2,455.1$393,391.8$5,358.5$5,158.4
Less: Netting(4)1,108.51,444.51,910.44,199.6
Total Derivative Financial Instruments$974.9$1,010.6$3,448.1$958.8

(1) Derivative assets are reported in Other Assets on the consolidated balance sheets.

(2) Derivative liabilities are reported in Other Liabilities on the consolidated balance sheets.

(3) Includes swaps related to sales of certain Visa Class B common shares and total return swap contracts.

(4) See further detail in Note 23—Offsetting of Assets and Liabilities.

Notional amounts of derivative financial instruments do not represent credit risk and are not recorded in the consolidated balance sheets. They are used merely to express the volume of this activity. Northern Trust’s credit-related risk of loss is limited to the positive fair value of the derivative instrument, net of any collateral received, which is significantly less than the notional amount.

All derivative financial instruments, whether designated as hedges or not, are recorded on the consolidated balance sheets at fair value within Other Assets or Other Liabilities. Northern Trust has elected to net derivative assets and liabilities when legally enforceable master netting arrangements or similar agreements exist between Northern Trust and the counterparty.

Hedging Derivative Instruments Designated under GAAP. Northern Trust uses derivative instruments to hedge its exposure to foreign currency and interest rate risk. Certain hedging relationships are formally designated and qualify for hedge accounting under GAAP as fair value, cash flow or net investment hedges.

In order to qualify for hedge accounting, a formal assessment is performed on a calendar-quarter basis to verify that derivatives used in designated hedging transactions continue to be highly effective in offsetting the changes in fair value or cash flows of the hedged item. If a derivative ceases to be highly effective, matures, is sold or is terminated, or if a hedged forecasted transaction is no longer probable of occurring, hedge accounting is terminated and the derivative is treated as a trading instrument.

Fair Value Hedges. Derivatives are designated as fair value hedges to limit Northern Trust’s exposure to changes in the fair value of assets and liabilities due to movements in interest rates. Northern Trust may enter into interest rate swaps to hedge changes in fair value of AFS debt securities and long-term subordinated debt and senior notes. Northern Trust applied the “shortcut” method of accounting, available under GAAP, which assumes there is perfect effectiveness in a hedge, for all of its fair value hedges during the three- and nine- month periods ended September 30, 2025 and 2024. Changes in the fair value of the derivative instrument and changes in the fair value of the hedged asset or liability attributable to the hedged risk are recognized currently in earnings within the same income statement line item.

Notes to Consolidated Financial Statements (unaudited) (continued)

Cash Flow Hedges. Derivatives are also designated as cash flow hedges in order to minimize the variability in cash flows of earning assets or forecasted transactions caused by movements in interest or foreign exchange rates. Northern Trust may enter into foreign exchange contracts to hedge changes in cash flows due to movements in foreign exchange rates of forecasted foreign-currency-denominated transactions and foreign-currency-denominated debt securities. Northern Trust may also enter into interest rate contracts to hedge changes in cash flows due to movements in interest rates of AFS debt securities. The change in fair value of cash flow hedging derivative instruments are recorded in AOCI and reclassified to earnings when the hedged forecasted transaction impacts earnings within the same income statement line item.

There were no material gains or losses reclassified into earnings during the three- and nine- month periods ended September 30, 2025 and 2024, as a result of the discontinuance of forecasted transactions that were no longer probable of occurring. As of September 30, 2025, there were no outstanding cash flow hedges.

The following tables provide fair value and cash flow hedge derivative gains and losses recognized in income during the three- and nine- month periods ended September 30, 2025 and 2024.

TABLE 72: LOCATION AND AMOUNT OF FAIR VALUE AND CASH FLOW HEDGE DERIVATIVE GAINS AND LOSSES RECORDED IN INCOME

(In Millions)INTEREST INCOMEINTEREST EXPENSE
THREE MONTHS ENDED SEPTEMBER 30,2025202420252024
Total amounts on the consolidated statements of income$2,144.3$2,530.2$1,553.5$1,967.9
Gains (Losses) on fair value hedges recognized on
Interest Rate Contracts
Recognized on derivatives(2.1)(251.6)11.676.5
Recognized on hedged items2.1251.6(11.6)(76.5)
Amounts related to interest settlements on derivatives9.729.3(15.2)(20.1)
Total gains (losses) recognized on fair value hedges$9.7$29.3$(15.2)$(20.1)
Gains (Losses) on cash flow hedges recognized on
Foreign Exchange Contracts
Net gains (losses) reclassified from AOCI to net income$0.2$0.6$—$—
Total gains (losses) reclassified from AOCI to net income on cash flow hedges$0.2$0.6$—$—
(In Millions)INTEREST INCOMEINTEREST EXPENSE
NINE MONTHS ENDED SEPTEMBER 30,2025202420252024
Total amounts on the consolidated statements of income$6,498.0$7,482.3$4,728.6$5,869.0
Gains (Losses) on fair value hedges recognized on
Interest Rate Contracts
Recognized on derivatives(149.7)(94.1)76.346.5
Recognized on hedged items149.794.1(76.3)(46.5)
Amounts related to interest settlements on derivatives27.979.9(44.6)(59.9)
Total gains (losses) recognized on fair value hedges$27.9$79.9$(44.6)$(59.9)
Gains (Losses) on cash flow hedges recognized on
Foreign Exchange Contracts
Net gains (losses) reclassified from AOCI to net income$14.1$7.1$—$—
Total gains (losses) reclassified from AOCI to net income on cash flow hedges$14.1$7.1$—$—

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table provides the impact of fair value hedge accounting on the carrying value of the designated hedged items as of September 30, 2025 and December 31, 2024.

TABLE 73: HEDGED ITEMS IN FAIR VALUE HEDGES

SEPTEMBER 30, 2025DECEMBER 31, 2024
(In Millions)CARRYING VALUE OF THE HEDGED ITEMSCUMULATIVE HEDGE ACCOUNTING BASIS ADJUSTMENT**(1)(3)**CARRYING VALUE OF THE HEDGED ITEMSCUMULATIVE HEDGE ACCOUNTING BASIS ADJUSTMENT(2)(3)
Available for Sale Debt Securities(4)$7,677.5$104.1$7,567.3$(48.7)
Senior Notes and Long-Term Subordinated Debt2,596.9(149.3)2,507.5(238.0)

(1) The cumulative hedge accounting basis adjustment includes $1.4 million related to discontinued hedging relationships of AFS debt securities and $1.4 million related to discontinued hedging relationships in the cumulative hedge accounting basis adjustment of senior notes and long-term debt as of September 30, 2025.

(2) The cumulative hedge accounting basis adjustment includes $1.8 million related to discontinued hedging relationships of AFS debt securities and $13.8 million related to discontinued hedging relationships in the cumulative hedge accounting basis adjustment of senior notes and long-term debt as of December 31, 2024.

(3) Positive (negative) amounts related to AFS securities represent cumulative fair value hedge basis adjustments that will reduce (increase) net interest income in future periods. Positive (negative) amounts related to Senior Notes and Long-Term Subordinated Debt represent cumulative fair value hedge basis adjustments that will increase (reduce) net interest income in future periods.

(4) Carrying value represents amortized cost.

Net Investment Hedges. Certain foreign exchange contracts are designated as net investment hedges to minimize Northern Trust’s exposure to variability in the foreign currency translation of net investments in non-U.S. branches and subsidiaries. Net investment hedge gains of $62.8 million and losses of $135.6 million were recognized in AOCI related to foreign exchange contracts for the three months ended September 30, 2025 and 2024, respectively. Net investment hedge losses of $329.6 million and $36.3 million were recognized in AOCI related to foreign exchange contracts for the nine months ended September 30, 2025 and 2024, respectively.

Derivative Instruments Not Designated as Hedging under GAAP. Northern Trust’s derivative instruments that are not designated as hedging under GAAP include derivatives for purposes of client-related and trading activities, as well as other risk management purposes. These activities consist principally of providing foreign exchange services to clients in connection with Northern Trust’s global custody business. However, in the normal course of business, Northern Trust also engages in trading of currencies for its own account.

Non-designated risk management derivatives may include foreign exchange contracts entered into to manage the foreign currency risk of non-U.S.-dollar-denominated assets and liabilities, the net investment in certain non-U.S. affiliates, commercial loans and forecasted foreign-currency-denominated transactions. Swaps related to sales of certain Visa Class B common shares were entered into pursuant to which Northern Trust retains the risks associated with the ultimate conversion of the Visa Class B common shares into Visa Class A common shares. Total return swaps are entered into to manage the equity price risk associated with certain investments.

Changes in the fair value of derivative instruments not designated as hedges under GAAP are recognized currently in income. The following table provides the location and amount of gains and losses recorded in the consolidated statements of income for the three and nine months ended September 30, 2025 and 2024, respectively, for derivative instruments not designated as hedges under GAAP.

TABLE 74: LOCATION AND AMOUNT OF GAINS AND LOSSES RECORDED IN INCOME FOR DERIVATIVES NOT DESIGNATED AS HEDGING UNDER GAAP

(In Millions)DERIVATIVE GAINS (LOSSES) LOCATION RECOGNIZED IN INCOMEAMOUNT OF DERIVATIVE GAINS (LOSSES) RECOGNIZED IN INCOME
THREE MONTHS ENDED SEPTEMBER 30,NINE MONTHS ENDED SEPTEMBER 30,
2025202420252024
Non-designated risk management derivatives
Foreign Exchange ContractsOther Operating Income$—$—$—$(0.2)
Other Financial Derivatives(1)Other Operating Income(3.9)(13.8)(9.3)(30.4)
Gains (Losses) from non-designated risk management derivatives$(3.9)$(13.8)$(9.3)$(30.6)
Client-related and trading derivatives
Foreign Exchange ContractsForeign Exchange Trading Income$57.2$54.1$166.5$169.5
Interest Rate ContractsSecurity Commissions and Trading Income1.30.93.02.8
Gains from client-related and trading derivatives$58.5$55.0$169.5$172.3
Total gains from derivatives not designated as hedging under GAAP$54.6$41.2$160.2$141.7

(1) Includes swaps related to the sale of certain Visa Class B common shares and total return swap contracts.

Notes to Consolidated Financial Statements (unaudited) (continued)

Note 22 – Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase are accounted for as collateralized financings and recorded at the amounts at which the securities were sold plus accrued interest. To minimize any potential credit risk associated with these transactions, the fair value of the securities sold is monitored, limits are set on exposure with counterparties, and the financial condition of counterparties is regularly assessed. Securities sold under agreements to repurchase are either directly held by, or pledged to the counterparty until the repurchase. Northern Trust nets securities sold under repurchase agreements against those purchased under resale agreements when there is a legally enforceable master netting arrangement and the other conditions to net are met.

The following table provides information regarding repurchase agreements that are accounted for as secured borrowings as of September 30, 2025 and December 31, 2024.

TABLE 75: REPURCHASE AGREEMENTS ACCOUNTED FOR AS SECURED BORROWINGS

REMAINING CONTRACTUAL MATURITY OF THE AGREEMENTS
SEPTEMBER 30, 2025DECEMBER 31, 2024
(In Millions)OVERNIGHT AND CONTINUOUS
U.S. Treasury and Agency Securities$65,268.1$65,374.8
Total Borrowings65,268.165,374.8

Note 23 – Offsetting of Assets and Liabilities

The following table provides information regarding the offsetting of derivative assets and securities purchased under agreements to resell within the consolidated balance sheets as of September 30, 2025 and December 31, 2024.

TABLE 76: OFFSETTING OF DERIVATIVE ASSETS AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

SEPTEMBER 30, 2025
(In Millions)GROSS RECOGNIZED ASSETSGROSS AMOUNTS OFFSET IN THE BALANCE SHEET**(3)**NET AMOUNTS PRESENTED IN THE BALANCE SHEETGROSS AMOUNTS NOT OFFSET IN THE BALANCE SHEET**(4)**NET AMOUNT**(5)**
Derivative Assets(1)
Foreign Exchange Contracts Over the Counter (OTC)$1,288.9$1,020.2$268.7$2.9$265.8
Interest Rate Swaps OTC333.688.0245.6—245.6
Other Financial Derivatives0.30.3———
Total Derivatives Subject to a Master Netting Arrangement1,622.81,108.5514.32.9511.4
Total Derivatives Not Subject to a Master Netting Arrangement460.6—460.6—460.6
Total Derivatives2,083.41,108.5974.92.9972.0
Securities Purchased under Agreements to Resell(2)$66,752.9$64,896.6$1,856.3$1,856.3$—
DECEMBER 31, 2024
(In Millions)GROSS RECOGNIZED ASSETSGROSS AMOUNTS OFFSET IN THE BALANCE SHEET(3)NET AMOUNTS PRESENTED IN THE BALANCE SHEETGROSS AMOUNTS NOT OFFSET IN THE BALANCE SHEET(4)NET AMOUNT(5)
Derivative Assets(1)
Foreign Exchange Contracts OTC$3,801.6$1,745.2$2,056.4$23.6$2,032.8
Interest Rate Swaps OTC359.3165.2194.1—194.1
Interest Rate Swaps Exchange Cleared1.9—1.9—1.9
Total Derivatives Subject to a Master Netting Arrangement4,162.81,910.42,252.423.62,228.8
Total Derivatives Not Subject to a Master Netting Arrangement1,195.7—1,195.7—1,195.7
Total Derivatives5,358.51,910.43,448.123.63,424.5
Securities Purchased under Agreements to Resell(2)$65,338.8$64,912.8$426.0$426.0$—

*(1)*Derivative assets are reported in Other Assets on the consolidated balance sheets.

*(2)*Offsetting of Securities Purchased under Agreements to Resell primarily relates to our involvement in the FICC.

*(3)*Including cash collateral received from counterparties.

*(4)*Including financial assets accepted as collateral which are received from counterparties.

*(5)*Northern Trust did not possess any cash collateral that was not offset in the consolidated balance sheets that could have been used to offset the net amounts presented in the consolidated balance sheets as of September 30, 2025 and December 31, 2024.

Notes to Consolidated Financial Statements (unaudited) (continued)

The following table provides information regarding the offsetting of derivative liabilities and securities sold under agreements to repurchase within the consolidated balance sheets as of September 30, 2025 and December 31, 2024.

TABLE 77: OFFSETTING OF DERIVATIVE LIABILITIES AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

SEPTEMBER 30, 2025
(In Millions)GROSS RECOGNIZED LIABILITIESGROSS AMOUNTS OFFSET IN THE BALANCE SHEET**(3)**NET AMOUNTS PRESENTED IN THE BALANCE SHEETGROSS AMOUNTS NOT OFFSET IN THE BALANCE SHEET**(4)**NET AMOUNT**(5)**
Derivative Liabilities(1)
Foreign Exchange Contracts OTC$1,551.9$1,414.3$137.6$—$137.6
Interest Rate Swaps OTC249.312.4236.9—236.9
Other Financial Derivatives19.017.81.2—1.2
Total Derivatives Subject to a Master Netting Arrangement1,820.21,444.5375.7—375.7
Total Derivatives Not Subject to a Master Netting Arrangement634.9—634.9—634.9
Total Derivatives2,455.11,444.51,010.6—1,010.6
Securities Sold under Agreements to Repurchase(2)$65,268.1$64,896.6$371.5$371.5$—
DECEMBER 31, 2024
(In Millions)GROSS RECOGNIZED LIABILITIESGROSS AMOUNTS OFFSET IN THE BALANCE SHEET(3)NET AMOUNTS PRESENTED IN THE BALANCE SHEETGROSS AMOUNTS NOT OFFSET IN THE BALANCE SHEET(4)NET AMOUNT(5)
Derivative Liabilities(1)
Foreign Exchange Contracts OTC$4,392.7$4,197.3$195.4$—$195.4
Interest Rate Swaps OTC421.22.3418.9—418.9
Interest Rate Swaps Exchange Cleared0.2—0.2—0.2
Other Financial Derivatives27.2—27.2—27.2
Total Derivatives Subject to a Master Netting Arrangement4,841.34,199.6641.7—641.7
Total Derivatives Not Subject to a Master Netting Arrangement317.1—317.1—317.1
Total Derivatives5,158.44,199.6958.8—958.8
Securities Sold under Agreements to Repurchase(2)$65,374.8$64,912.8$462.0$462.0$—

*(1)*Derivative liabilities are reported in Other Liabilities on the consolidated balance sheets.

*(2)*Offsetting of Securities Sold under Agreements to Repurchase primarily relates to our involvement in the FICC.

*(3)*Including cash collateral deposited with counterparties.

*(4)*Including financial assets accepted as collateral which are deposited with counterparties.

*(5)*Northern Trust did not place any cash collateral with counterparties that was not offset in the consolidated balance sheets that could have been used to offset the net amounts presented in the consolidated balance sheets as of September 30, 2025 and December 31, 2024.

All of Northern Trust’s securities sold under agreements to repurchase (repurchase agreements) and securities purchased under agreements to resell (reverse repurchase agreements) involve the transfer of financial assets in exchange for cash subject to a right and obligation to repurchase those assets for an agreed upon amount. In the event of a repurchase failure, the cash or financial assets are available for offset. Certain repurchase agreements and reverse repurchase agreements are subject to a master netting arrangement, which sets forth the rights and obligations for repurchase and offset. Under the master netting arrangement, Northern Trust is entitled to offset receivables from and collateral placed with a single counterparty against obligations owed to that counterparty. In addition, collateral held by Northern Trust can be offset against receivables from that counterparty. Northern Trust has elected to net securities sold under repurchase agreements against those purchased under resale agreements when the GAAP requirements to net are met.

Derivative asset and liability positions with a single counterparty can be offset against each other in cases where legally enforceable master netting arrangements or similar agreements exist. Derivative assets and liabilities can be further offset by cash collateral received from, and deposited with, the transacting counterparty. The basis for this view is that, upon termination of transactions subject to a master netting arrangement or similar agreement, the individual derivative receivables do not represent resources to which general creditors have rights and individual derivative payables do not represent claims that are equivalent to the claims of general creditors. Northern Trust has elected to net derivative assets and liabilities when legally enforceable master netting arrangements or similar agreements exist between Northern Trust and the counterparty.

Notes to Consolidated Financial Statements (unaudited) (continued)

Credit risk associated with derivative instruments relates to the failure of the counterparty and the failure of Northern Trust to pay based on the contractual terms of the agreement, and is generally limited to the unrealized fair value gains and losses on these instruments, net of any collateral received or deposited. The amount of credit risk will increase or decrease during the lives of the instruments as interest rates, foreign exchange rates, or equity prices fluctuate. Northern Trust’s risk is controlled by limiting such activity to an approved list of counterparties and by subjecting such activity to the same credit and quality controls as are followed in lending and investment activities. Credit support annexes and other similar agreements are currently in place with a number of Northern Trust’s counterparties which mitigate the aforementioned credit risk associated with derivative activity conducted with those counterparties by requiring that significant net unrealized fair value gains be supported by collateral placed with Northern Trust.

Additional cash collateral received from and deposited with derivative counterparties totaling $166.3 million and $194.2 million, respectively, as of September 30, 2025, and $140.6 million and $36.4 million, respectively, as of December 31, 2024, was not offset against derivative assets and liabilities in the consolidated balance sheets as the amounts exceeded the net derivative positions with those counterparties.

Certain master netting arrangements Northern Trust enters into with derivative counterparties contain credit-risk-related contingent features in which the counterparty has the option to declare Northern Trust in default and accelerate cash settlement of net derivative liabilities with the counterparty in the event Northern Trust’s credit rating falls below specified levels. The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a liability position was $471.5 million and $1.6 billion at September 30, 2025 and December 31, 2024. Cash collateral amounts deposited with derivative counterparties on those dates included $425.7 million and $1.4 billion, respectively, posted against these liabilities, resulting in a net maximum amount of termination payments that could have been required at September 30, 2025 and December 31, 2024, of $45.8 million and $158.8 million, respectively. Accelerated settlement of these liabilities would not have a material effect on the consolidated financial position or liquidity of Northern Trust.

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