UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~January 1922, ~~2025~~2026

NORTHERN TRUST CORPORATION

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware

~~001-36609~~

~~36-2723087~~

001-36609

36-2723087

(State or other Jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

50 South LaSalle Street, Chicago, Illinois

60603

50 South LaSalle Street

60603

(Address of Principal Executive Offices)

(Zip Code)

Chicago,

Illinois

(Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including area code: (312) 630-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~TradingSymbol~~	Trading Symbol	~~Name of each exchangeon which registered~~	Name of each exchange on which registered
Common Stock, $1.66 2/3 Par Value	~~NTRS~~	NTRS	~~The NASDAQ Stock Market LLC~~	The NASDAQ Stock Market LLC
Depositary Shares, each representing 1/1,000th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock	~~NTRSO~~	NTRSO	~~The NASDAQ Stock Market LLC~~	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 82.0102. Results ~~Other~~of ~~Events.~~Operations and Financial Condition

OnThe ~~November 19,~~information ~~2025,~~contained ~~Northern~~in ~~Trust Corporation (~~the ~~“Company”)~~registrant’s ~~issued $500~~January 22,~~000,000~~ of2026 ~~its~~press ~~4.150%~~release, ~~Senior~~reporting ~~Notes~~on ~~due 2030 (~~the ~~“Senior~~registrant’s ~~Notes”)~~earnings ~~and~~for ~~$750,000,000 of its 5.117% Fixed-to-Fixed Rate Subordinated Notes due 2040 (~~the ~~“Subordinated~~three ~~Notes”~~ and, ~~together~~twelve ~~with~~months ~~the~~ended ~~Senior~~December ~~Notes~~31, ~~the “Notes”) pursuant to an underwriting agreement, dated as of November 12,~~ 2025, by and among the Company, BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Siebert Williams Shank & Co., LLC, as representatives of the several underwriters listed therein. The Senior Notes were issued in a ~~public~~copy ~~offering pursuant to an indenture, dated as~~ of ~~May 8,~~which ~~2017~~is ~~(the~~attached ~~“Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A.,~~ as ~~trustee~~Exhibit ~~(the “Trustee”), as amended and supplemented by a seventh supplemental indenture, dated as of November 19, 2025, between the Company and the Trustee~~99.1 ~~The Subordinated Notes were issued in a public offering pursuant to the Base Indenture~~hereto, asis ~~amended~~incorporated ~~and~~herein ~~supplemented~~ by ~~an eighth supplemental indenture, dated as of November 19, 2025, between the Company and the Trustee (the “Subordinated Supplemental Indenture”)~~reference.

~~The~~Item ~~Senior Notes are unsecured obligations of the Company and rank equally with all of the Company’s other existing and future senior debt~~7. ~~The Senior Notes will mature on November 19, 2030 (the “Senior Notes Maturity Date”)~~01. Regulation ~~The~~FD Senior Notes will bear interest from the date they are issued at an annual rate of 4.150%, payable semi-annually in arrears on May 19 and November 19 of each year, beginning on May 19, 2026. The Senior Notes may not be redeemed prior to the Senior Notes Maturity Date. Disclosure

~~The~~On ~~Subordinated~~January 22, ~~Notes are subordinated unsecured obligations of the Company and rank junior to all of the Company’s depositors~~2026, ~~general~~Northern ~~creditors~~Trust ~~and~~Corporation ~~existing and future senior indebtedness. The Subordinated Notes will mature on November 19, 2040~~ (the “~~Subordinated Notes Maturity Date~~Corporation”). ~~From,~~will ~~and~~hold ~~including~~a ~~November 19,~~live ~~2025,~~conference ~~to,~~call ~~but~~and ~~excluding,~~webcast ~~November 19,~~to ~~2035~~discuss ~~(the~~financial ~~“Subordinated~~results ~~Notes~~for ~~Reset Date”),~~ the ~~Subordinated~~three ~~Notes~~and ~~will~~twelve ~~bear~~months ~~interest~~ended atDecember ~~an initial fixed rate of 5.117% per annum. From~~31, 2025 and ~~including~~other ~~the~~matters ~~Subordinated~~relating ~~Notes Reset Date~~ to, ~~but excluding,~~ the ~~Subordinated~~Corporation. ~~Notes~~In ~~Maturity~~connection ~~Date~~therewith, the ~~Subordinated~~Corporation ~~Notes~~has ~~will~~also ~~bear~~made ~~interest~~available aton aits ~~fixed~~website ~~rate~~presentation ~~per~~materials ~~annum~~containing ~~which~~certain ~~will~~information berelating to the ~~Five-Year~~Corporation ~~U.S. Treasury Rate~~ (~~as defined in~~ the ~~Subordinated~~“Presentation ~~Supplemental Indenture~~Materials”) asand ofmaterials ~~the~~that ~~day~~contain ~~falling~~additional ~~two~~information ~~business~~about ~~days prior to~~ the ~~Subordinated~~Corporation’s ~~Notes~~financial ~~Reset~~results ~~Date,~~for ~~plus~~the ~~105~~three ~~basis~~and ~~points~~twelve ~~per~~months ~~annum.~~ended ~~Interest~~December on31, 2025 (the ~~Subordinated~~“Financial ~~Notes~~Trends”), ~~will~~copies beof ~~payable~~which ~~semi-annually~~are inattached ~~arrears~~as onExhibits ~~May 19~~99.2 and ~~November 19~~99.3 ofhereto, ~~each~~and ~~year,~~are ~~beginning~~incorporated onherein ~~May 19,~~by ~~2026~~reference.

~~The~~Item ~~Company~~9.01. Financial ~~may~~Statements ~~redeem the Subordinated Notes, in whole but not in part, on,~~ and only on, the Subordinated Notes Reset Date, at a redemption price equal to 100% of the principal amount of the Subordinated Notes, plus accrued and unpaid interest, if any, to but excluding the redemption date. The Subordinated Notes may not otherwise be redeemed prior to the Subordinated Notes Maturity Date. Exhibits

The ~~Notes~~information ~~were~~provided ~~offered~~in ~~pursuant~~this toCurrent ~~the~~Report ~~Company’s~~on ~~shelf~~Form ~~Registration~~8-K, ~~Statement~~including onExhibits ~~Form~~99.1, ~~S-3~~99.2 ~~(Registration~~and No99. ~~333-291018)~~3, is being furnished and ~~the~~shall ~~prospectus~~not ~~included~~be ~~therein,~~deemed “filed” ~~with~~for purposes of Section 18 of the Securities ~~and~~ Exchange ~~Commission~~Act onof ~~October 22~~1934, ~~2025~~as amended (the “Exchange Act”), ~~and~~or ~~supplemented~~otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the ~~prospectus~~Securities ~~supplement~~Act of 1933, ~~dated~~as ~~November 12~~amended, ~~2025.~~or the Exchange Act, except as otherwise stated in such filing.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits:

(d) Exhibits


			Exhibit Number			Description
			99.1			Press Release
			99.2			Presentation Materials
			99.3			Financial Trends
			104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

ExhibitNo.		Description
1.1		Underwriting Agreement, dated as of November 12, 2025, among Northern Trust Corporation and BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Siebert Williams Shank & Co., LLC, as representatives of the underwriters named therein.
4.1		Seventh Supplemental Indenture, dated as of November 19, 2025, between Northern Trust Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.2		Eighth Supplemental Indenture, dated as of November 19, 2025, between Northern Trust Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.3		Form of 4.150% Senior Notes due 2030 (included in Exhibit 4.1).
4.4		Form of 5.117% Fixed-to-Fixed Rate Subordinated Notes due 2040 (included in Exhibit 4.2).
5.1		Opinion of Sidley Austin LLP, counsel for Northern Trust Corporation, as to the validity of the Notes.
23.1		Consent of Sidley Austin LLP (included in Exhibit 5.1).
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

NORTHERN TRUST CORPORATION

(Registrant)

Dated:

January 22, 2026

By:

/s/ David W. Fox, Jr.

David W. Fox, Jr.

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 19, 2025

Northern Trust Corporation By: /s/ Susan C. Levy Susan C. Levy Executive Vice President, General Counsel and Corporate Secretary

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