10-K – 2026-02-24 – ntrs-20251231.htm

Note 18 – Other Operating Income
The components of Other Operating Income were as follows.
TABLE 85: OTHER OPERATING INCOME

FOR THE YEAR ENDED DECEMBER 31,
(In Millions) 2025 2024 2023
Loan Service Fees $ 53.7   $ 55.0   $ 83.1  
Banking Service Fees 56.1   55.0   53.0  
Bank Owned Life Insurance 80.3   79.1   69.5  
Other Income (1)(2)
17.6   968.3   23.1  
Total Other Operating Income $ 207.7   $ 1,157.4   $ 228.7  

(1) 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 held.. Refer to Note 24—Commitments and Contingent Liabilities for further information.
(2) Other Income for the year ended December 31, 2024 includes a $ 68.1  million pre-tax gain related to the sale of an equity investment.

134 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 19 – Other Operating Expense
The components of Other Operating Expense were as follows.
TABLE 86: OTHER OPERATING EXPENSE

FOR THE YEAR ENDED DECEMBER 31,
(In Millions) 2025 2024 2023
Business Promotion $ 77.2   $ 81.3   $ 74.8  
Staff Related 36.1   46.4   35.0  
FDIC Insurance Premiums (1)
17.8   43.0   112.0  
Charitable Contributions (2)
11.8   83.8   15.6  
Other Expenses 202.4   200.7   235.5  
Total Other Operating Expense $ 345.3   $ 455.2   $ 472.9  

(1) FDIC Insurance Premiums includes a release of $ 15.9 million, and expenses of $ 14.7  million and $ 84.6  million related to the FDIC Special Assessment for the years ended December 31, 2025, 2024 and 2023, respectively.
(2) Charitable Contributions includes a $ 70.0  million charitable contribution to the Northern Trust Foundation for the year ended December 31, 2024.

Note 20 – Income Taxes
The following table reconciles the statutory federal tax rate with the effective tax rate for the periods presented below.
TABLE 87: INCOME TAXES

FOR THE YEAR ENDED DECEMBER 31,
($ In Millions) 2025 2025 2024 2024 2023 2023
Statutory Federal Tax Rate $ 491.3   21.0   % $ 558.5   21.0   % $ 307.6   21.0   %
Tax Credits ( 7.2 ) ( 0.3 ) ( 8.9 ) ( 0.3 ) ( 4.4 ) ( 0.3 )
Tax Credit Investments, Net (1)
( 15.5 ) ( 0.7 ) ( 17.9 ) ( 0.7 ) ( 37.5 ) ( 2.6 )
Nontaxable or Nondeductible Tax Benefits 1.0   —   ( 7.0 ) ( 0.3 ) ( 3.0 ) ( 0.2 )
Effects of Cross-Border Tax Laws 13.6   0.6   10.1   0.4   10.9   0.7  
Valuation Allowance 59.8   2.6   36.7   1.4   25.8   1.8  
Other, net 0.8   —   ( 11.5 ) ( 0.4 ) ( 4.5 ) ( 0.3 )
Domestic State and Local Income Taxes, net (2)
38.8   1.7   65.1   2.4   34.9   2.4  
Foreign Tax Effects 21.1   0.9   5.5   0.2   7.7   0.5  
Worldwide Changes in Unrecognized Tax Benefits ( 1.1 ) —   ( 2.2 ) ( 0.1 ) 20.0   1.4  
Effective Tax Rate $ 602.6   25.8   % $ 628.4   23.6   % $ 357.5   24.4   %

(1) Tax Credit Investments, Net includes Low Income Housing Tax Credits and New Market Tax Credits net of proportional amortization starting in 2024. Refer to Note 28, “Variable Interest Entities” for further information.
(2) State and local income taxes in Illinois, New York, and California comprise the majority of the Domestic State and Local Taxes, net category.
Income tax expense for the year ended December 31, 2025, 2024, and 2023 was $ 602.6 million, $ 628.4 million, and $ 357.5 million, representing an effective tax rate of 25.8 %, 23.6 %, and 24.4 % respectively.
For the year ended December 31, 2025, the increase in the effective tax rate was primarily driven by a higher net tax impact from international operations.
The Corporation is no longer subject to income tax examinations by U.S. federal tax authorities before 2015, U.S. state or local tax authorities for years before 2011, or non-U.S. tax authorities for years before 2015.

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 135

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Included in Other Liabilities on the consolidated balance sheets at December 31, 2025 and 2024 were $ 57.4 million and $ 58.5 million of unrecognized tax benefits, respectively. If recognized, the amounts would reduce 2025 and 2024 income tax expense by $ 49.4 million and $ 51.9 million, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows.
TABLE 88: UNRECOGNIZED TAX BENEFITS

(In Millions) 2025 2024 2023
Balance at January 1 $ 58.5   $ 60.7   $ 40.7  
Additions for Tax Positions Taken in the Current Year 2.5   2.0   2.1  
Additions for Tax Positions Taken in Prior Years 7.1   10.8   24.0  
Reductions for Tax Positions Taken in Prior Years ( 6.0 ) ( 10.9 ) ( 5.1 )
Reductions Resulting from Settlements with Taxing Authorities ( 4.7 ) ( 2.5 ) —  
Reductions Resulting from Expiration of Statutes —   ( 1.6 ) ( 1.0 )
Balance at December 31 $ 57.4   $ 58.5   $ 60.7  

A benefit for interest and penalties of $ 1.7 million, net of tax, was included in the Provision for Income Taxes for the year ended December 31, 2025. This compares to a provision for interest and penalties of $ 4.7 million, net of tax, and a provision of $ 0.2 million, net of tax, for the year ended December 31, 2024 and 2023, respectively. As of December 31, 2025 and 2024, the liability for the potential payment of interest and penalties totaled $ 14.3 million and $ 16.0 million, net of tax, respectively.
The components of the consolidated Provision for Income Taxes for each of the three years ended December 31 are as follows.
TABLE 89: PROVISION FOR INCOME TAXES (1)

FOR THE YEAR ENDED DECEMBER 31,
(In Millions) 2025 2024 2023
Current Tax Provision:
Federal $ 184.6   $ 400.2   $ 250.5  
State 23.7   66.7   63.2  
Non-U.S. 199.8   140.8   92.0  
Total $ 408.1   $ 607.7   $ 405.7  
Deferred Tax Provision:
Federal $ 159.9   $ ( 1.1 ) $ ( 54.0 )
State 34.0   17.5   ( 1.4 )
Non-U.S. 0.6   4.3   7.2  
Total $ 194.5   $ 20.7   $ ( 48.2 )
Provision for Income Taxes
Federal $ 344.5   $ 399.1   $ 196.5  
State 57.7   84.2   61.8  
Non-U.S. 200.4   145.1   99.2  
Grand Total $ 602.6   $ 628.4   $ 357.5  

(1) Refer to Note 31, “Reporting Segments and Related Information” for Income Before Income Taxes disaggregation.
In addition to the amounts shown above, tax charges (benefits) have been recorded directly to Stockholders’ Equity for the following. For further detail, refer to Note 14, “Accumulated Other Comprehensive Income (Loss).”
TABLE 90: TAX CHARGES (BENEFITS) RECORDED DIRECTLY TO STOCKHOLDERS’ EQUITY

FOR THE YEAR ENDED DECEMBER 31,
(In Millions) 2025 2024 2023
Tax Effect of Other Comprehensive Income $ 5.0   $ 156.5   $ 120.2  

136 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The components of Income Taxes Paid for each of the three years ended December 31 are as follows.
TABLE 91: INCOME TAXES PAID (1)

FOR THE YEAR ENDED DECEMBER 31,
(In Millions) 2025 2024 2023
US Federal $ 169.3   $ 97.9   $ 173.2  
US State and Local
   Illinois * 21.7   42.0  
   New Jersey * ( 17.6 ) *
   Other 38.7   35.1   41.8  
Total US State and Local $ 38.7   $ 39.2   $ 83.8  
Foreign
   United Kingdom 122.6   43.4   43.2  
   Australia 25.2   * *
   Luxembourg * 32.3   *
   India * 18.3   *
   Other 71.0   37.5   62.3  
Total Foreign $ 218.8   $ 131.5   $ 105.5  
Total Income Taxes Paid $ 426.8   $ 268.6   $ 362.5  

(1) Income Taxes Paid (net of refunds received) are based on earnings and current tax liabilities which vary year-over-year by jurisdiction and in total. Payments (net of refunds) in a given year and by jurisdiction may also be impacted by the timing of final settlements with tax authorities and non-recurring items, such as refund claims, that may relate to prior years limiting comparability between years.
* The amount of income taxes paid during the year does not meet the 5% disaggregation threshold.
Deferred taxes result from temporary differences between the amounts reported on the consolidated financial statements and the tax bases of assets and liabilities. Deferred tax assets and liabilities have been computed as follows.
TABLE 92: DEFERRED TAX ASSETS AND LIABILITIES

DECEMBER 31,
(In Millions) 2025 2024
Deferred Tax Liabilities:
Software Development $ 423.6   $ 419.9  
Compensation and Benefits 61.0   9.5  
State Taxes, net 74.1   46.7  
Other Liabilities 108.9   85.2  
Gross Deferred Tax Liabilities $ 667.6   $ 561.3  
Deferred Tax Assets:
Depreciation and Amortization 39.7   38.4  
Allowance for Credit Losses 41.5   43.2  
Unrealized Losses on Securities, net 73.7   143.3  
Tax Credit and Loss Carryforwards 217.7   157.9  
Other Assets 94.0   117.2  
Gross Deferred Tax Assets $ 466.6   $ 500.0  
Valuation Reserve ( 217.7 ) ( 157.9 )
Deferred Tax Assets, net of Valuation Reserve 248.9   342.1  
Net Deferred Tax Assets (Liabilities) $ ( 418.7 ) $ ( 219.2 )

The Corporation generated a foreign tax credit carryforward during the years ended December 31, 2025 and 2024, expiring in 2035 and 2034, respectively. A cumulative valuation allowance related to the credit carryforward of $ 217.3 million and $ 157.5 million was recorded at December 31, 2025 and 2024, respectively, as management believes the foreign tax credit carryforwards will not be fully realized.
Northern Trust had various state net operating loss carryforwards as of December 31, 2025 and 2024. The income tax benefits associated with these loss carryforwards were approximately $ 0.4 million as of both December 31, 2025 and 2024. A valuation allowance related to the loss carryforwards of $ 0.4 million was recorded at both December 31, 2025 and 2024, as management believes the net operating losses will not be fully realized.

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 137

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 21 – Employee Benefits
The Corporation and certain of its subsidiaries provide various benefit programs, including defined benefit pension and defined contribution plans. A description of each major plan and related disclosures are provided below.
Pension. A noncontributory qualified defined benefit pension plan covers substantially all U.S. employees of Northern Trust. Employees of certain European subsidiaries retain benefits in local defined benefit plans, although those plans are closed to new participants and to future benefit accruals. Employees continue to accrue benefits under the Swiss pension plan, which is accounted for as a defined benefit plan under U.S. GAAP.
Northern Trust also maintains a noncontributory supplemental pension plan for participants whose retirement benefits under the U.S. Qualified Plan are expected to exceed the limits imposed by federal tax law. Northern Trust has a nonqualified trust, referred to as a “Rabbi” Trust, used to hold assets designated for the funding of benefits in excess of those permitted in certain of its qualified retirement plans. This arrangement offers participants a degree of assurance for payment of benefits in excess of those permitted in the related qualified plans. As the “Rabbi” Trust assets remain subject to the claims of creditors and are not the property of the employees, they are accounted for as corporate assets and are included in Other Assets on the consolidated balance sheets. Total assets in the “Rabbi” Trust related to the nonqualified pension plan at December 31, 2025 and 2024 amounted to $ 86.3 million and $ 83.3 million, respectively. Contributions of $ 12.9 million and $ 8.0 million were made to the “Rabbi” Trust in 2025 and 2024, respectively.
The following tables set forth the status, amounts included in AOCI, and net periodic pension expense of the U.S. Qualified Plan, Non-U.S. Pension Plans, and U.S. Non-Qualified Plan.
TABLE 93: EMPLOYEE BENEFIT PLAN STATUS

U.S. QUALIFIED PLAN NON-U.S. PENSION PLANS U.S. NON-QUALIFIED PLAN
($ In Millions) 2025 2024 2025 2024 2025 2024
Accumulated Benefit Obligation $ 1,055.6   $ 1,005.9   $ 132.2   $ 125.7   $ 86.3   $ 88.9  

Projected Benefit Obligation $ 1,196.4   $ 1,139.0   $ 137.1   $ 130.7   $ 103.4   $ 103.8  
Plan Assets at Fair Value 1,535.3   1,338.1   153.2   139.8   —   —  
Funded Status at December 31 $ 338.9   $ 199.1   $ 16.1   $ 9.1   $ ( 103.4 ) $ ( 103.8 )
Weighted-Average Assumptions:
Discount Rates 5.53   % 5.70   % 3.68   % 3.32   % 5.22   % 5.55   %
Rate of Increase in Compensation Level 5.76   5.56   1.50   1.50   5.76   5.56  
Expected Long-Term Rate of Return on Assets 7.25   7.25   4.02   3.89   N/A N/A

TABLE 94: AMOUNTS INCLUDED IN ACCUMULATED OTHER COMPREHENSIVE INCOME

U.S. QUALIFIED PLAN NON-U.S. PENSION PLANS U.S. NON-QUALIFIED PLAN
(In Millions) 2025 2024 2025 2024 2025 2024
Net Actuarial Loss $ 499.5   $ 516.5   $ 27.5   $ 29.8   $ 56.5   $ 56.6  
Prior Service (Credit) Cost —   —   ( 0.1 ) ( 0.2 ) —   —  
Gross Amount in Accumulated Other Comprehensive Income 499.5   516.5   27.4   29.6   56.5   56.6  
Income Tax Effect 125.3   129.5   1.0   3.7   14.2   14.2  
Net Amount in Accumulated Other Comprehensive Income $ 374.2   $ 387.0   $ 26.4   $ 25.9   $ 42.3   $ 42.4  

138 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TABLE 95: NET PERIODIC PENSION EXPENSE

U.S. QUALIFIED PLAN NON-U.S. PENSION PLANS U.S. NON-QUALIFIED PLAN
($ In Millions) 2025 2024 2023 2025 2024 2023 2025 2024 2023
Service Cost $ 54.9 $ 53.6 $ 46.0 $ 2.1 $ 1.9 $ 1.6 $ 4.7 $ 4.7 $ 4.8
Interest Cost 62.1 55.6 53.9 4.6 4.5 4.8 5.3 5.0 5.3
Expected Return on Plan Assets ( 122.5 ) ( 115.7 ) ( 100.9 ) ( 7.0 ) ( 6.7 ) ( 6.7 ) — — —
Amortization:
Net Actuarial Loss (Gain) 7.7 7.8 1.5 — 0.1 ( 0.4 ) 4.5 5.1 5.3
Prior Service (Credit) Cost — — — ( 0.1 ) ( 0.1 ) — — — —
Net Periodic Pension Expense $ 2.2 $ 1.3 $ 0.5 $ ( 0.4 ) $ ( 0.3 ) $ ( 0.7 ) $ 14.5 $ 14.8 $ 15.4
Settlement Expense — — — ( 0.1 ) 0.2 — — — —
Total Pension Expense $ 2.2 $ 1.3 $ 0.5 $ ( 0.5 ) $ ( 0.1 ) $ ( 0.7 ) $ 14.5 $ 14.8 $ 15.4
Weighted-Average Assumptions:
Discount Rates 5.70 % 5.03 % 5.22 % 3.32   % 3.12   % 3.76   % 5.55   % 4.95   % 5.15   %
Rate of Increase in Compensation Level 5.56 5.56   5.56   1.50 1.75   1.75   5.56 5.56   5.56  
Expected Long-Term Rate of Return on Assets 7.25 7.25 7.25   3.89 3.90   3.99   N/A N/A N/A

The components of net periodic pension expense are included in Employee Benefits expense on the consolidated statements of income. Assumptions utilized to determine net periodic pension expense for 2025, 2024, and 2023 are set as of December 31, 2024, 2023, and 2022, respectively.
TABLE 96: CHANGE IN PROJECTED BENEFIT OBLIGATION

U.S. QUALIFIED PLAN NON-U.S. PENSION PLANS U.S. NON-QUALIFIED PLAN
(In Millions) 2025 2024 2025 2024 2025 2024
Beginning Balance $ 1,139.0   $ 1,151.7   $ 130.7   $ 148.6   $ 103.8   $ 109.2  
Service Cost 54.9   53.6   2.1   1.9   4.7   4.7  
Interest Cost 62.1   55.6   4.6   4.5   5.3   5.0  
Employee Contributions —   —   0.9   0.8   —   —  
Plan Amendment —   —   0.2   ( 0.4 ) —   —  
Actuarial Loss (Gain) 23.4   ( 60.9 ) ( 7.2 ) ( 11.9 ) 4.4   ( 0.8 )
Settlements —   —   ( 5.1 ) ( 1.7 ) —   —  
Benefits Paid ( 83.0 ) ( 61.0 ) ( 3.6 ) ( 4.3 ) ( 14.8 ) ( 14.3 )
Foreign Exchange Rate Changes —   —   14.5   ( 6.8 ) —   —  
Ending Balance $ 1,196.4   $ 1,139.0   $ 137.1   $ 130.7   $ 103.4   $ 103.8  

Actuarial losses of $ 20.6 million in 2025 were primarily driven by declining discount rates, while actuarial gains of $ 73.6 million in 2024 reflected rising discount rates.

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 139

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TABLE 97: ESTIMATED FUTURE BENEFIT PAYMENTS

(In Millions) U.S. QUALIFIED PLAN NON-U.S. PENSION PLANS U.S. NON-QUALIFIED PLAN
2026 $ 103.9   $ 5.4   $ 13.2  
2027 106.5   6.2   11.4  
2028 102.4   6.8   11.1  
2029 103.6   6.2   12.6  
2030 101.3   7.5   12.8  
2031-2035 510.3   38.7   54.6  

TABLE 98: CHANGE IN PLAN ASSETS

U.S. QUALIFIED PLAN NON-U.S. PENSION PLANS
(In Millions) 2025 2024 2025 2024
Fair Value of Assets at Beginning of Period $ 1,338.1   $ 1,200.8   $ 139.8   $ 148.7  
Actual Return on Assets 155.2   ( 1.7 ) 1.9   ( 1.2 )
Employer Contributions 125.0   200.0   4.2   4.0  
Employee Contributions —   —   0.9   0.8  
Settlements —   —   ( 5.1 ) ( 1.7 )
Benefits Paid ( 83.0 ) ( 61.0 ) ( 3.6 ) ( 4.3 )
Foreign Exchange Rate Changes —   —   15.1   ( 6.5 )
Fair Value of Assets at End of Period $ 1,535.3   $ 1,338.1   $ 153.2   $ 139.8  

The minimum required and maximum deductible contributions for the U.S. Qualified Plan in 2026 are estimated to be zero and $ 280.0 million, respectively. A cash contribution of $ 125.0  million for the 2025 plan year and $ 200.0  million for the 2024 plan year were made to the U.S. Qualified Plan during January 2025 and 2024, respectively.
The investment strategy employed for Northern Trust’s U.S. Qualified Plan utilizes a dynamic glide path based on a set of pre-approved asset allocations to return-seeking and liability-hedging assets that vary in accordance with the U.S. Qualified Plan’s projected benefit obligation funded ratio. In general, as the U.S. Qualified Plan’s projected benefit obligation funded ratio increases beyond an established threshold, the U.S. Qualified Plan’s allocation to liability-hedging assets will increase while the allocation to return-seeking assets will decrease. Conversely, a decrease in the U.S. Qualified Plan’s projected benefit obligation funded ratio beyond an established threshold will generally result in a decrease in the U.S. Qualified Plan’s allocation to liability-hedging assets and increase in the allocation to return-seeking assets. Liability-hedging assets include U.S. long duration credit bonds, and a custom completion strategy which holds U.S. government bonds of varying maturities as well as interest rate derivatives used to hedge more closely the liability duration of projected plan benefits with bond duration across all durations. Return-seeking assets include: U.S. equity, international developed equity, emerging markets equity, real estate, high yield bonds, global listed infrastructure, emerging market debt, private equity and hedge funds. The asset allocation of the U.S. Qualified Plan was kept consistent throughout 2025 and 2024 .
Northern Trust utilizes an asset/liability methodology to determine the investment policies that will best meet its short and long-term objectives. The process is performed by modeling current and alternative strategies for asset allocation, funding policy and actuarial methods and assumptions. The financial modeling uses projections of expected capital market returns and expected volatility of those returns to determine alternative asset mixes having the greatest probability of meeting the U.S. Qualified Plan’s investment objectives. Risk tolerance is established through careful consideration of the U.S. Qualified Plan liabilities, funded status, and corporate financial condition. The intent of this strategy is to protect the U.S. Qualified Plan’s funded status and generate returns, which in combination with voluntary contributions are expected to outpace the U.S. Qualified Plan’s liability growth over the long run.
As of December 31, 2025, the target allocation of the U.S. Qualified Plan assets consisted of 45 % U.S. long duration credit bonds, 20 % global equities (U.S., international developed and emerging markets), 10 % custom completion strategy, 5 % private equity, 5 % high yield bonds, 4 % emerging market debt, 4 % global listed infrastructure, 4 % private real estate, and 3 % hedge funds.

140 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Global equity investments include common stocks that are listed on an exchange and investments in commingled funds that invest primarily in publicly traded equities. Equity investments are diversified across country, region, investment style and market capitalization. Fixed income securities held include U.S. treasury securities, corporate bonds, and investments in commingled funds that invest in a diversified blend of longer duration fixed income securities; the custom completion strategy uses U.S. treasury securities and interest rate derivatives to align more closely with the target hedge ratio across maturities. Diversifying investments, including private equity, hedge funds, private real estate, emerging market debt, high yield bonds, and global listed infrastructure, are used judiciously to enhance long-term returns while improving portfolio diversification. Private equity assets consist primarily of investments in limited partnerships that invest in individual companies in the form of non-public equity or non-public debt positions. Direct or co-investment in non-public stock by the U.S. Qualified Plan is prohibited. The U.S. Qualified Plan’s private equity investments are limited to 20 % of each of the total limited partnership or fund of funds and the maximum allowable loss cannot exceed the commitment amount. The U.S. Qualified Plan invests in a hedge fund of funds, which invests, either directly or indirectly, in diversified portfolios of funds or other pooled investment vehicles. Investments in private real estate, high yield bonds, emerging market debt, and global listed infrastructure are designed to provide income and added diversification.
Derivatives may be used, depending on the nature of the asset class to which they relate, to gain market exposure in an efficient and timely manner, to hedge foreign currency exposure or interest rate risk, or to alter the duration of a portfolio. There were five fixed income derivatives held by the U.S. Qualified Plan at December 31, 2025 and four at December 31, 2024.
Investment risk is measured and monitored on an ongoing basis through monthly liability measurements, periodic asset/liability studies, and quarterly investment portfolio reviews. Standards used to evaluate the U.S. Qualified Plan’s investment manager performance include, but are not limited to, the achievement of objectives, operation within guidelines and policy, and comparison against a benchmark. In addition, each manager of the investment funds held by the U.S. Qualified Plan is ranked against a universe of peers and compared to a benchmark. Total U.S. Qualified Plan performance analysis includes an analysis of the market environment, asset allocation impact on performance, risk and return relative to other ERISA plans, and manager impacts upon U.S. Qualified Plan performance.
The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by Northern Trust for the U.S. Qualified Plan assets measured at fair value.
Level 1 – Quoted, active market prices for identical assets or liabilities. The U.S. Qualified Plan’s Level 1 assets are comprised primarily of U.S. treasury securities, mutual funds, and common stocks. The U.S. Qualified Plan’s Level 1 investments that are exchange traded are valued at the closing price reported by the respective exchanges on the day of valuation.
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. The U.S. Qualified Plan’s Level 2 assets are comprised of collective trust funds, corporate bonds, non-U.S. government obligations, and municipal and provincial bonds. The investments in collective trust funds fair values are calculated on a scheduled basis using the closing market prices and accruals of securities in the funds (total value of the funds) divided by the number of fund shares currently issued and outstanding. Redemptions of the collective trust funds occur by contract at the respective fund’s redemption date net asset value (NAV).
Level 3 – Valuation techniques in which one or more significant inputs are unobservable in the marketplace. The U.S. Qualified Plan did not hold Level 3 assets as of December 31, 2025 and 2024.
Assets valued at fair value using NAV per share - The U.S. Qualified Plan’s assets valued at fair value using NAV per share include investments in private equity funds and a hedge fund, which invest in underlying groups of investment funds or other pooled investment vehicles that are selected by the respective funds’ investment managers. The investment funds and the underlying investments held by these investment funds are valued at fair value. In determining the fair value of the underlying investments of each fund, the fund’s investment manager or general partner takes into account the estimated value reported by the underlying funds as well as any other considerations that may, in their judgment, increase or decrease such estimated value. The investments in the private equity funds and the hedge fund are considered to be long-term investments. There are no capital withdrawal options related to the investments in the private equity funds. However, capital is periodically distributed as underlying investments are sold. It is estimated that the current private equity investments would be materially liquidated over 1 year to 15 years, depending on the vintage year of a particular fund. With sixty days advance notice, the Plan’s investment in the hedge fund can be withdrawn at the next calendar quarter end.

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 141

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The U.S. Qualified Plan’s assets valued at fair value using NAV per share also include investments in a real estate fund, which invests in real estate assets. The investment in properties by the real estate fund are carried at fair value, which is estimated based on the price that would be received to sell an asset in an orderly transaction between marketplace participants at the measurement date. The valuation for each real estate investment is subject to review on an annual basis which is based on either an external appraisal from appraisal firms or internal valuations prepared by the real estate fund’s investment advisor. The Plan’s investment in the real estate fund is considered to be a long-term investment and, with forty-five days advance notice, can be withdrawn at the next calendar quarter end to the extent the real estate fund has liquid assets, as determined at the sole discretion of the fund manager.
As investments in the private equity funds, hedge fund, and real estate fund are valued at fair value using NAV per share, they are not required to be categorized within the fair value hierarchy.
While Northern Trust believes its valuation methods for U.S. Qualified Plan assets are appropriate and consistent with other market participants, the use of different methodologies or assumptions could have a material effect on the computation of the estimated fair values.
The following table presents the fair values of Northern Trust’s U.S. Qualified Plan assets, by major asset category, and their level within the fair value hierarchy defined by GAAP as of December 31, 2025 and 2024.
TABLE 99: FAIR VALUE OF U.S. QUALIFIED PLAN ASSETS

DECEMBER 31, 2025
(In Millions) LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Domestic Common Stock $ 62.7   $ —   $ —   $ 62.7  
Foreign Common Stock 29.5   —   —   29.5  
Domestic Corporate Bonds —   274.1   —   274.1  
Foreign Corporate Bonds —   26.0   —   26.0  
U.S. Government Obligations 102.9   —   —   102.9  
Non-U.S. Government Obligations —   15.3   —   15.3  
Domestic Municipal and Provincial Bonds —   18.0   —   18.0  
Foreign Municipal and Provincial Bonds —   0.2   —   0.2  
Collective Trust Funds —   837.2   —   837.2  

Cash and Other (1)
( 0.7 ) —   —   ( 0.7 )
Total Assets at Fair Value in the Fair Value Hierarchy $ 194.4   $ 1,170.8   $ —   $ 1,365.2  
Assets Valued at NAV per share
Northern Trust Private Equity Funds 62.2  
Northern Trust Hedge Fund 41.5  
Real Estate Funds 66.4  
Total Assets at Fair Value $ 1,535.3  
(1) Negative balance in Cash and Other as of December 31, 2025 primarily relates to variation margin.

142 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2024
(In Millions) LEVEL 1 LEVEL 2 LEVEL 3 TOTAL
Domestic Common Stock $ 17.6   $ —   $ —   $ 17.6  
Foreign Common Stock 0.3   —   —   0.3  
Domestic Corporate Bonds —   244.9   —   244.9  
Foreign Corporate Bonds —   30.1   —   30.1  
U.S. Government Obligations 58.3   —   —   58.3  
Non-U.S. Government Obligations —   17.0   —   17.0  
Domestic Municipal and Provincial Bonds —   14.3   —   14.3  
Foreign Municipal and Provincial Bonds —   0.2   —   0.2  
Collective Trust Funds —   734.9   —   734.9  
Mutual Funds 56.3   —   —   56.3  
Cash and Other (1)
( 1.2 ) —   —   ( 1.2 )
Total Assets at Fair Value in the Fair Value Hierarchy $ 131.3   $ 1,041.4   $ —   $ 1,172.7  
Assets Valued at NAV per share
Northern Trust Private Equity Funds 53.2  
Northern Trust Hedge Fund 39.2  
Real Estate Funds 73.0  
Total Assets at Fair Value $ 1,338.1  

(1) Negative balance in Cash and Other as of December 31, 2024 primarily relates to due to broker for securities purchased.
A building block approach is employed for Northern Trust’s U.S. Qualified Plan in determining the long-term rate of return on plan assets. Historical markets and long-term historical relationships between equities, fixed income and other asset classes are studied using the widely accepted capital market principle that assets with higher volatility generate a greater return over the long-run. Current market factors such as inflation expectations and interest rates are evaluated before long-term capital market assumptions are determined. The long-term portfolio rate of return is established with consideration given to diversification and rebalancing. The rate is reviewed against peer data and historical returns to verify the return is reasonable and appropriate. Based on this approach and the U.S. Qualified Plan’s target asset allocation, the expected long-term rate of return on assets as of the U.S. Qualified Plan’s December 31, 2025 measurement date was set at 7.25 %.
Defined Contribution Plans. The Corporation and its subsidiaries maintain various defined contribution plans covering substantially all employees. The Corporation’s contribution to the U.S. plan and to certain European-based plans includes a matching component. The expense associated with defined contribution plans is charged to Employee Benefits expense on the consolidated statements of income and totaled $ 92.3 million in 2025, $ 78.8 million in 2024, and $ 72.4 million in 2023.

Note 22 – Share-Based Compensation Plans
Northern Trust recognizes as expense the grant-date fair value of share-based compensation granted to employees and non-employee directors as Compensation on the consolidated statements of income.
Total Compensation expense for share-based compensation arrangements to employees and the associated tax impacts were as follows for the periods presented.
TABLE 100: TOTAL COMPENSATION EXPENSE FOR SHARE-BASED COMPENSATION ARRANGEMENTS TO EMPLOYEES

FOR THE YEAR ENDED DECEMBER 31,
(In Millions) 2025 2024 2023
Restricted Stock Unit Awards $ 101.0   $ 91.4   $ 95.7  

Performance Stock Units 25.5   28.0   22.5  
Total Share-Based Compensation Expense $ 126.5   $ 119.4   $ 118.2  
Tax Benefits Recognized $ 31.0   $ 29.3   $ 29.9  

As of December 31, 2025, there was $ 89.8 million of unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Corporation’s share-based compensation plans. That cost is expected to be recognized as expense over a weighted-average period of approximately 3 years.

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 143

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Northern Trust Corporation 2017 Long-Term Incentive Plan (2017 Plan) is administered by the Human Capital and Compensation Committee (Committee) of the Board of Directors. All employees of the Corporation and its subsidiaries and all directors of the Corporation are eligible to receive awards under the 2017 Plan. The 2017 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, unless otherwise noted in the terms of the award.
Grants are outstanding under the 2017 Plan, the Northern Trust Corporation 2012 Stock Plan (2012 Plan), and the Amended and Restated Northern Trust Corporation 2002 Stock Plan (2002 Plan). The 2017 Plan was approved by stockholders in April 2017. Upon approval of the 2017 Plan, no additional shares have been or will be granted under the 2012 Plan or 2002 Plan. The total number of shares of the Corporation’s common stock authorized for issuance under the 2017 Plan is 20,000,000 plus shares forfeited under the 2012 Plan and 2002 Plan. As of December 31, 2025, shares available for future grant under the 2017 Plan, including shares forfeited under the 2012 Plan and 2002 Plan, totaled 11,211,977 .
The following describes Northern Trust’s share-based payment arrangements and applies to awards under the 2017 Plan, 2012 Plan and the 2002 Plan, as applicable.
Stock Options. Stock options consist of options to purchase common stock of the Corporation at prices not less than 100 % of the fair value thereof on the date the options are granted. Options have a maximum 10 year life and generally vest and become exercisable in 1 year to 4 years after the date of grant. All options terminate at such time as determined by the Committee and as provided in the terms and conditions of the respective option grants. There were no options granted during the years ended December 31, 2025, 2024, and 2023.
The following table provides information about stock options exercised in the years ended December 31, 2025, 2024, and 2023.
TABLE 101: STOCK OPTIONS EXERCISED

FOR THE YEAR ENDED DECEMBER 31,
(In Millions) 2025 2024 2023

Stock Options Exercised
Intrinsic Value as of Exercise Date $ 4.2   $ 2.9   $ 1.6  
Cash Received 4.8   9.4   2.3  
Tax Deduction Benefits Realized 4.2   2.9   1.6  

A summary of the status of stock options at December 31, 2025, and changes during the year then ended, are presented in the following table.
TABLE 102: STATUS OF STOCK OPTIONS AND CHANGES

($ In Millions Except Per Share Information) SHARES WEIGHTED AVERAGE EXERCISE PRICE PER SHARE WEIGHTED AVERAGE REMAINING CONTRACTUAL TERM (YEARS) AGGREGATE INTRINSIC VALUE
Options Outstanding, December 31, 2024 213,182   $ 74.36  
Granted —   —  
Exercised ( 90,295 ) 71.14  
Forfeited, Expired or Cancelled —   —  
Options Outstanding, December 31, 2025 122,887   $ 76.72   0.8 $ 7.4  
Options Exercisable, December 31, 2025 122,887   $ 76.72   0.8 $ 7.4  

Restricted Stock Unit Awards. Restricted stock units may be granted to participants and entitles them to receive a payment in the Corporation’s common stock or cash and such other terms and conditions as the Committee deems appropriate. Each restricted stock unit provides the recipient the opportunity to receive one share of common stock for each restricted stock unit that vests. The restricted stock units granted in 2025 predominately vest at a rate equal to 25 % per year for four years on the first day of the month following the month in which the grant date falls. Restricted stock unit grants totaled 1,015,151 , 1,182,007 , and 1,166,376 , with weighted average grant-date fair values of $ 112.08 , $ 79.96 , and $ 91.56 per share, for the years ended December 31, 2025, 2024, and 2023, respectively. The total fair value of restricted stock units vested during the years ended December 31, 2025, 2024, and 2023, was $ 91.9 million, $ 89.6 million, and $ 85.9 million, respectively.

144 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A summary of the status of outstanding restricted stock unit awards at December 31, 2025, and changes during the year then ended, is presented in the following table.
TABLE 103: OUTSTANDING RESTRICTED STOCK UNIT AWARDS

($ In Millions) NUMBER AGGREGATE INTRINSIC VALUE
Restricted Stock Unit Awards Outstanding, December 31, 2024 2,715,437   $ 278.3  
Granted 1,015,151  
Distributed ( 979,218 )
Forfeited or Cancelled ( 159,305 )
Restricted Stock Unit Awards Outstanding, December 31, 2025 2,592,065   $ 354.1  
Units Convertible, December 31, 2025 18,887   $ 2.6  

The following is a summary of nonvested restricted stock unit awards at December 31, 2025, and changes during the year then ended.
TABLE 104: NONVESTED RESTRICTED STOCK UNIT AWARDS

NONVESTED RESTRICTED
STOCK UNITS NUMBER WEIGHTED AVERAGE GRANT- DATE FAIR VALUE PER UNIT WEIGHTED AVERAGE REMAINING VESTING TERM (YEARS)
Nonvested at December 31, 2024 2,696,550   $ 90.33   2.4
Granted 1,015,151   112.08  
Vested ( 979,218 ) 93.86  
Forfeited or Cancelled ( 159,305 ) 97.83  
Nonvested at December 31, 2025 2,573,178   $ 97.10   1.9

Performance Stock Units. Each performance stock unit provides the recipient the opportunity to receive one share of the Corporation’s common stock for each stock unit based on the attainment of certain performance criteria over a three-year period. The number of units that will vest are subject to the attainment of specified performance targets that are a function of average return on equity goals and average return on equity performance relative to that of a performance peer group, each measured over a three-year period. For performance stock units outstanding as of December 31, 2025, the number of performance stock units that will vest ranges from 0 % to 150 % of the original award granted based on the achievement of both absolute and relative return on equity goals over a three-year period compared to performance targets. Distribution of the shares is then made after vesting.
Performance stock unit grants totaled 186,460 , 262,557 , and 219,314 for the years ended December 31, 2025, 2024, and 2023, respectively, with weighted average grant-date fair values of $ 113.22 , $ 79.89 , and $ 93.97 . Performance stock units outstanding at target level performance totaled 621,465 , 675,690 , and 613,450 at December 31, 2025, 2024, and 2023, respectively. Performance stock units had aggregate intrinsic values of $ 84.9 million, $ 69.3 million, and $ 51.8 million, and weighted average remaining vesting terms of 0.9 years at December 31, 2025, and 1.1 years at December 31, 2024, and 2023, respectively.
Non-employee Director Stock Awards. Director stock units with total values of $ 2.0 million ( 22,824 units), $ 1.5 million ( 18,220 units), and $ 1.6 million ( 20,405 units) were granted to non-employee directors in 2025, 2024, and 2023, respectively, which vest or vested on the date of the annual meeting of the Corporation’s stockholders in the following years. Total Compensation expense recognized on these grants was $ 2.1 million, $ 1.6 million, and $ 1.7 million in 2025, 2024, and 2023, respectively. Stock units granted to non-employee directors do not have voting rights. Each stock unit entitles a director to one share of common stock at vesting, unless a director elects to defer receipt of the shares. Directors may elect to defer the payment of their annual stock unit grant and cash-based compensation until termination of services as director. Deferred cash compensation is converted into stock units representing shares of common stock of the Corporation. Distributions of deferred stock units are made in common stock. For compensation deferred prior to January 1, 2018, distributions of the stock unit accounts that relate to cash-based compensation are made in cash based on the fair value of the stock units at the time of distribution. For compensation deferred on or after January 1, 2018, distributions of the stock unit accounts that relate to cash-based compensation are made in common stock.

Note 23 –  Cash-Based Compensation Plans
Various incentive plans provide for cash incentives and bonuses to selected employees based upon accomplishment of corporate net income objectives, goals of the reporting segments and support functions, and individual performance. The provision for awards under these plans is charged to Compensation expense and totaled $ 402.9 million in 2025, $ 381.7 million in 2024, and $ 358.7 million in 2023.

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 145

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 24 –  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 December 31, 2025 and 2024.
TABLE 105: SUMMARY OF OFF-BALANCE SHEET FINANCIAL INSTRUMENTS

DECEMBER 31,
2025 2024
(In Millions) ONE YEAR AND LESS OVER ONE YEAR TOTAL ONE YEAR AND LESS OVER ONE YEAR TOTAL
Undrawn Commitments (1)
$ 10,959.6   $ 18,154.7   $ 29,114.3   $ 10,849.6   $ 17,293.2   $ 28,142.8  
Standby Letters of Credit and Financial Guarantees (2)(3)
148,883.9   671.0   149,554.9   112,256.3   490.1   112,746.4  
Commercial Letters of Credit 18.1   0.1   18.2   20.3   0.2   20.5  
Securities Lent with Indemnification 170,738.8   —   170,738.8   144,543.7   —   144,543.7  

Total Off-Balance Sheet Financial Instruments $ 330,600.4   $ 18,825.8   $ 349,426.2   $ 267,669.9   $ 17,783.5   $ 285,453.4  

(1) These amounts exclude $ 175.1 million and $ 268.5 million of commitments participated to others at December 31, 2025 and 2024, respectively.
(2) These amounts include $ 68.1 million and $ 109.4 million of standby letters of credit secured by cash deposits or participated to others as of December 31, 2025 and 2024, respectively.
(3) This amount includes a $ 147.8 billion guarantee to the Fixed Income Clearing Corporation (FICC) under the sponsored member program, without taking into consideration the related collateral, as of December 31, 2025. As of December 31, 2024, there was a $ 110.8 billion guarantee to the FICC.
Undrawn Commitments generally have fixed expiration dates or other termination clauses. Since commitments can 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 acting as an agent in lending securities on behalf of its clients to borrowers who are reviewed and approved by the Northern Trust Capital Markets Credit Committee. In connection with these activities, Northern Trust has issued indemnifications to certain clients against 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 posted. Borrowers are required to fully collateralize securities which are valued on a daily basis and subject to daily collateral calls to maintain the required levels of over-collateralization. The amount of securities loaned subject to indemnification as of December 31, 2025 and December 31, 2024, was $ 170.7 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 at December 31, 2025, or 2024 related to these indemnifications.
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 December 31, 2025, and 2024, there were no unsettled reverse repurchase agreements. As of December 31, 2025, and 2024, there were no unsettled repurchase agreements.

146 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Sponsored Member Program. Northern Trust is an approved Government Securities Division (GSD) netting and sponsoring member in the Fixed Income Clearing Corporation (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. Please refer to Note 27, “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 December 31, 2025 and 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.
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 December 31, 2025, the Corporation has estimated the range of reasonably possible loss for these matters to be from zero to approximately $ 15 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.

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 147

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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. NTFS provided no tax advice and was not involved in the preparation or filing of the challenged estate tax filings in this case. 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 filed an appeal of the judgment on March 5, 2024. On February 4, 2026, the Cour de Cassation affirmed the appellate court’s judgment against all of the defendants, including NTFS. The determination of the parties’ joint and several liability for the unpaid estate taxes owing, plus penalties and interest, is dependent on a final decision in a separate proceeding still pending before the tax courts.
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 $ 5.6 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 is 1.5108 as of December 31, 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. On February 13, 2026, Visa announced its intention to proceed with a successive exchange offer once these conditions are met. Northern Trust expects to participate in such exchange offer.
Northern Trust holds the Visa Class B-2 common shares received in the Exchange Offer at their carryover basis of zero as of December 31, 2025. Based upon the December 31, 2025, closing price of $ 350.71 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.
As of December 31, 2025, Northern Trust continues to hold 10.7  thousand Visa Class C common shares which are recorded at their fair value of $ 14.9 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 December 31, 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.

148 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 25 –  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 sale of certain Visa Class B common shares. Please refer to Note 1, “Summary of Significant Accounting Policies” for the significant accounting policies for derivative financial instruments.
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.
The following table shows the notional and fair values of all derivative financial instruments as of December 31, 2025 and 2024.
TABLE 106: NOTIONAL AND FAIR VALUES OF DERIVATIVE FINANCIAL INSTRUMENTS

DECEMBER 31, 2025 DECEMBER 31, 2024
FAIR VALUE FAIR VALUE
(In Millions) NOTIONAL
VALUE ASSET (1)
LIABILITY (2)
NOTIONAL
VALUE ASSET (1)
LIABILITY (2)

Derivatives Designated as Hedging under GAAP
Interest Rate Contracts
Fair Value Hedges
$ 10,897.4   $ 16.5   $ —   $ 9,706.3   $ 189.4   $ 159.3  
Foreign Exchange Contracts
Cash Flow Hedges
1,312.0   29.6   —   872.8   40.8   —  
Net Investment Hedges
4,734.5   8.7   351.8   4,558.6   196.5   24.3  
Total Derivatives Designated as Hedging under GAAP $ 16,943.9   $ 54.8   $ 351.8   $ 15,137.7   $ 426.7   $ 183.6  
Derivatives Not Designated as Hedging under GAAP
Non-Designated Risk Management Derivatives
Foreign Exchange Contracts $ 1.6   $ —   $ —   $ 1.7   $ —   $ —  
Other Financial Derivatives (3)
606.6   0.7   31.3   512.0   —   27.2  
Total Non-Designated Risk Management Derivatives $ 608.2   $ 0.7   $ 31.3   $ 513.7   $ —   $ 27.2  
Client-Related and Trading Derivatives
Foreign Exchange Contracts $ 392,874.0   $ 1,950.5   $ 1,896.1   $ 362,658.7   $ 4,760.0   $ 4,685.5  
Interest Rate Contracts 11,132.1   88.3   130.4   15,081.7   171.8   262.1  
Total Client-Related and Trading Derivatives $ 404,006.1   $ 2,038.8   $ 2,026.5   $ 377,740.4   $ 4,931.8   $ 4,947.6  
Total Derivatives Not Designated as Hedging under GAAP $ 404,614.3   $ 2,039.5   $ 2,057.8   $ 378,254.1   $ 4,931.8   $ 4,974.8  
Total Gross Derivatives $ 421,558.2   $ 2,094.3   $ 2,409.6   $ 393,391.8   $ 5,358.5   $ 5,158.4  
Less: Netting (4)
1,779.2   1,175.7   1,910.4   4,199.6  
Total Derivative Financial Instruments $ 315.1   $ 1,233.9   $ 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) This line includes swaps related to sales of certain Visa Class B common shares and total return swap contracts.
(4) See further detail in Note 27, "Offsetting of Assets and Liabilities."

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 149

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Notional amounts of derivative financial instruments do not represent credit risk, and are not recorded on 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.
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.
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.
Cash Flow Hedges. Derivatives are also d esignated 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.
There were no material gains or losses reclassified into earnings during the years ended December 31, 2025, 2024, and 2023 as a result of the discontinuance of cash flow hedges of forecasted transactions that were no longer probable of occurring. It is estimated that net gains of $ 15.2 million will be reclassified into Net Income within the next twelve months relating to cash flow hedges of foreign-currency-denominated debt securities. As of December 31, 2025, 6 months was the maximum length of time over which the exposure to variability in future cash flows of forecasted foreign-currency-denominated debt securities was being hedged.
The following table provides fair value and cash flow hedge derivative gains and losses recognized in income during the years ended December 31, 2025, 2024 and 2023.
TABLE 107: LOCATION AND AMOUNT OF FAIR VALUE AND CASH FLOW HEDGE DERIVATIVE GAINS AND LOSSES RECORDED IN INCOME

(In Millions) INTEREST INCOME INTEREST EXPENSE OTHER OPERATING INCOME
For the Year Ended December 31,
2025 2024 2023 2025 2024 2023 2025 2024 2023
Total amounts on the consolidated statements of income $ 8,624.6   $ 9,762.3   $ 7,325.0   $ 6,213.6   $ 7,585.2   $ 5,343.0   $ 207.7   $ 1,157.4   $ 228.7  
Gains (Losses) on fair value hedges recognized on
Interest Rate Contracts
Recognized on derivatives ( 139.7 ) 126.6   ( 132.6 ) 72.8   ( 5.1 ) 74.9   —   —   —  
Recognized on hedged items 139.7   ( 126.6 ) 132.6   ( 72.8 ) 5.1   ( 74.9 ) —   —   —  
Amounts related to interest settlements on derivatives 30.9   96.6   47.1   ( 58.6 ) ( 76.9 ) ( 86.5 ) —   —   —  
Total gains (losses) recognized on fair value hedges $ 30.9   $ 96.6   $ 47.1   $ ( 58.6 ) $ ( 76.9 ) $ ( 86.5 ) $ —   $ —   $ —  
Gains (Losses) on cash flow hedges recognized on
Foreign Exchange Contracts
Net gains (losses) reclassified from AOCI to net income $ 20.5   $ 13.4   $ 34.9   $ —   $ —   $ —   $ —   $ —   $ 1.9  

Total gains (losses) reclassified from AOCI to net income on cash flow hedges $ 20.5   $ 13.4   $ 34.9   $ —   $ —   $ —   $ —   $ —   $ 1.9  

The following table provides the impact of fair value hedge accounting on the carrying value of the designated hedged items, which includes hedged items no longer designated.
TABLE 108: HEDGED ITEMS IN FAIR VALUE HEDGES

DECEMBER 31, 2025 DECEMBER 31, 2024
(In Millions) CARRYING VALUE OF THE HEDGED ITEMS CUMULATIVE HEDGE ACCOUNTING BASIS ADJUSTMENT (1)(2)
CARRYING VALUE OF THE HEDGED ITEMS CUMULATIVE HEDGE ACCOUNTING BASIS ADJUSTMENT (1)(2)

Available for Sale Debt Securities (3)
$ 7,674.8   $ 94.1   $ 7,567.3   $ ( 48.7 )
Senior Notes and Long-Term Debt 3,091.1   ( 151.4 ) 2,507.5   ( 238.0 )

(1) The cumulative hedge accounting basis adjustment includes $ 1.3 million and $ 1.8 million related to discontinued hedging relationships of AFS Debt Securities as of December 31, 2025 and 2024, respectively. There were no amounts related to discontinued hedging relationships in the cumulative hedge accounting basis adjustment of Senior Notes and Long-Term Debt as of December 31, 2025 and $ 13.8 million as of December 31, 2024.
(2) Positive (negative) amounts related to AFS Debt 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 Debt represent cumulative fair value hedge basis adjustments that will increase (reduce) net interest income in future periods.
(3) Carrying value represents amortized cost.

150 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 losses of $ 328.1 million and net investment hedge gains of $ 233.1 million were recognized in AOCI related to foreign exchange contracts for the years ended December 31, 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 asset servicing 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 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 on the consolidated statements of income for the years ended December 31, 2025, 2024, and 2023 for derivative instruments not designated as hedges under GAAP.
TABLE 109: 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 INCOME AMOUNT OF DERIVATIVE GAINS (LOSSES) RECOGNIZED IN INCOME
2025 2024 2023
Non-designated risk management derivatives
Foreign Exchange Contracts Other Operating Income $ —   $ ( 0.2 ) $ 1.8  
Other Financial Derivatives (1)
Other Operating Income ( 29.0 ) ( 33.5 ) ( 21.2 )
Gains (Losses) from non-designated risk management derivatives $ ( 29.0 ) $ ( 33.7 ) $ ( 19.4 )
Client-related and trading derivatives
Foreign Exchange Contracts Foreign Exchange Trading Income $ 240.8   $ 231.2   $ 203.9  
Interest Rate Contracts Security Commissions and Trading Income 4.2   4.0   8.9  
Gains from client-related and trading derivatives $ 245.0   $ 235.2   $ 212.8  
Total gains from derivatives not designated as hedging under GAAP $ 216.0   $ 201.5   $ 193.4  

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

Note 26 – Securities Purchased Under Agreements to Resell and Securities Sold Under Agreements to Repurchase
Securities purchased under agreements to resell and securities sold under agreements to repurchase are accounted for as collateralized financings and recorded at the amounts at which the securities were acquired or sold plus accrued interest. To minimize any potential credit risk associated with these transactions, the fair value of the securities purchased or sold is monitored, limits are set on exposure with counterparties, and the financial condition of counterparties is regularly assessed. It is Northern Trust’s policy to take possession, either directly or via third-party custodians, of securities purchased under agreements to resell. 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 the requirements to net are met.
The following tables summarize information related to Securities Purchased under Agreements to Resell and Securities Sold under Agreements to Repurchase.
TABLE 110: SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

($ In Millions) 2025 2024
Balance at December 31 $ 2,654.1   $ 426.0  
Average Balance During the Year 1,003.8   727.5  
Average Interest Rate Earned During the Year 281.85   % 459.13   %
Maximum Month-End Balance During the Year $ 2,654.1   $ 1,034.6  

Note: The table above includes the impact of balance sheet netting of approximately $ 64.3 billion and $ 62.4 billion in 2025 and 2024, respectively. Excluding the impact of netting, the average interest rate on Securities Purchased under Agreements to Resell would be approximately 4.33 % and 5.29 % in 2025 and 2024, respectively. Northern Trust nets securities sold under repurchase agreements against those purchased under resale agreements when there is a legally enforceable master netting arrangement.

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 151

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TABLE 111: SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

($ In Millions) 2025 2024
Balance at December 31 $ 292.2   $ 462.0  
Average Balance During the Year 506.8   518.5  
Average Interest Rate Paid During the Year 545.26   % 632.65   %
Maximum Month-End Balance During the Year $ 841.4   $ 811.8  

Note: The table above includes the impact of balance sheet netting of approximately $ 64.3  billion and $ 62.4  billion in 2025 and 2024, respectively. Excluding the impact of netting, the average interest rate on Securities Sold under Agreements to Repurchase would be approximately 4.26 % and 5.21 % in 2025 and 2024, respectively. Northern Trust nets securities sold under repurchase agreements against those purchased under resale agreements when there is a legally enforceable master netting arrangement.
TABLE 112: REPURCHASE AGREEMENTS ACCOUNTED FOR AS SECURED BORROWINGS

REMAINING CONTRACTUAL MATURITY OF THE AGREEMENTS
OVERNIGHT AND CONTINUOUS
(In Millions) December 31, 2025 December 31, 2024
U.S. Treasury and Agency Securities $ 90,307.8   $ 65,374.8  
Total Borrowings 90,307.8   65,374.8  

Note 27 – Offsetting of Assets and Liabilities
The following table provides information regarding the offsetting of derivative assets and of securities purchased under agreements to resell within the consolidated balance sheets as of December 31, 2025 and 2024.
TABLE 113: OFFSETTING OF DERIVATIVE ASSETS AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL

DECEMBER 31, 2025
(In Millions) GROSS
RECOGNIZED
ASSETS GROSS AMOUNTS OFFSET IN THE BALANCE SHEET (3)
NET AMOUNTS PRESENTED IN THE BALANCE SHEET GROSS AMOUNTS NOT OFFSET IN THE BALANCE SHEET (4)
NET AMOUNT (5)

Derivative Assets (1)

Foreign Exchange Contracts Over the Counter (OTC) $ 1,707.2   $ 1,696.1   $ 11.1   $ 2.7   $ 8.4  
Interest Rate Swaps OTC 83.4   82.4   1.0   —   1.0  

Other Financial Derivative 0.7   0.7   —   —   —  
Total Derivatives Subject to a Master Netting Arrangement 1,791.3   1,779.2   12.1   2.7   9.4  
Total Derivatives Not Subject to a Master Netting Arrangement 303.0   —   303.0   —   303.0  
Total Derivatives 2,094.3   1,779.2   315.1   2.7   312.4  
Securities Purchased under Agreements to Resell (2)
$ 92,669.7   $ 90,015.6   $ 2,654.1   $ 2,654.1   $ —  

DECEMBER 31, 2024
(In Millions) GROSS
RECOGNIZED
ASSETS GROSS AMOUNTS OFFSET IN THE BALANCE SHEET (3)
NET AMOUNTS PRESENTED IN THE BALANCE SHEET GROSS 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 OTC 359.3   165.2   194.1   —   194.1  
Interest Rate Swaps Exchange Cleared 1.9   —   1.9   —   1.9  
Total Derivatives Subject to a Master Netting Arrangement 4,162.8   1,910.4   2,252.4   23.6   2,228.8  
Total Derivatives Not Subject to a Master Netting Arrangement 1,195.7   —  1,195.7   —  1,195.7  
Total Derivatives 5,358.5   1,910.4   3,448.1   23.6   3,424.5  
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 on the consolidated balance sheets that could have been used to offset the net amounts presented on the consolidated balance sheets as of December 31, 2025 and 2024.

152 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table provides information regarding the offsetting of derivative liabilities and of securities sold under agreements to repurchase within the consolidated balance sheets as of December 31, 2025 and 2024.
TABLE 114: OFFSETTING OF DERIVATIVE LIABILITIES AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

DECEMBER 31, 2025
(In Millions) GROSS
RECOGNIZED
LIABILITIES GROSS AMOUNTS OFFSET IN THE BALANCE SHEET (3)
NET AMOUNTS PRESENTED IN THE BALANCE SHEET GROSS AMOUNTS NOT OFFSET IN THE BALANCE SHEET (4)
NET
AMOUNT (5)

Derivative Liabilities (1)

Foreign Exchange Contracts OTC $ 1,334.8   $ 1,139.4   $ 195.4   $ —   $ 195.4  
Interest Rate Swaps OTC 5.0   5.0   —   —   —  
Interest Rate Swaps Exchange Cleared —   —   —   —   —  
Other Financial Derivatives 31.3   31.3   —   —   —  
Total Derivatives Subject to a Master Netting Arrangement 1,371.1   1,175.7   195.4   —   195.4  
Total Derivatives Not Subject to a Master Netting Arrangement 1,038.5   —   1,038.5   —   1,038.5  
Total Derivatives 2,409.6   1,175.7   1,233.9   —   1,233.9  
Securities Sold under Agreements to Repurchase (2)
$ 90,307.8   $ 90,015.6   $ 292.2   $ 292.2   $ —  

DECEMBER 31, 2024
(In Millions) GROSS
RECOGNIZED
LIABILITIES GROSS AMOUNTS OFFSET IN THE BALANCE SHEET (3)
NET AMOUNTS PRESENTED IN THE BALANCE SHEET GROSS 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 OTC 421.2   2.3   418.9   —   418.9  
Interest Rate Swaps Exchange Cleared 0.2   —   0.2   —   0.2  
Other Financial Derivatives 27.2   —   27.2   —   27.2  
Total Derivatives Subject to a Master Netting Arrangement 4,841.3   4,199.6   641.7   —   641.7  
Total Derivatives Not Subject to a Master Netting Arrangement 317.1   —  317.1   —  317.1  
Total Derivatives 5,158.4   4,199.6   958.8   —   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 on the consolidated balance sheets that could have been used to offset the net amounts presented on the consolidated balance sheets as of December 31, 2025 and 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. All of Northern Trust’s 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 set off 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.

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 153

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.
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 $ 420.8 million and $ 144.1 million, respectively, as of December 31, 2025, and $ 140.6 million and $ 36.4 million, respectively, as of December 31, 2024, was not offset against derivative assets and liabilities on 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 $ 306.7 million and $ 1.6 billion at December 31, 2025 and 2024, respectively. Cash collateral amounts deposited with derivative counterparties on those dates included $ 299.1 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 December 31, 2025 and 2024 of $ 7.6 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.

Note 28 – 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.

154 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.
TABLE 115: SUMMARY OF UNCONSOLIDATED TAX CREDIT STRUCTURES

(In Millions) DECEMBER 31, 2025 DECEMBER 31, 2024
Investment Carrying Amount
Affordable Housing $ 834.0   $ 657.0  
New Markets 192.9   219.7  
Total Investment Carrying Amount (1)
$ 1,026.9   $ 876.7  

Unfunded Commitments (2)

     Affordable Housing $ 373.0   $ 227.1  
Total Unfunded Commitments (3)
$ 373.0   $ 227.1  

(1)     As of December 31, 2025 and December 31, 2024, $ 1.0  billion and $ 849.3  million are VIEs, respectively.
(2) As of December 31, 2025, and December 31, 2024, there were no unfunded commitments for New Markets.
(3) As of December 31, 2025 and December 31, 2024, $ 369.7  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.
Northern Trust adopted ASU 2023-02 on a modified retrospective basis. As a result, amortization expense related to new markets tax credit investments is reported in the Provision for Income Tax beginning January 1, 2024. Prior to January 1, 2024, amortization expense related to new markets tax credit investments was reported in Other Operating Expense.
TABLE 116: INCOME TAX CREDITS AND OTHER TAX BENEFITS AND AMORTIZATION EXPENSE ASSOCIATED WITH TAX CREDIT STRUCTURES

FOR THE YEAR ENDED DECEMBER 31,
(In Millions) 2025 2024 2023
Income Tax Credits and Other Income Tax Benefits
Affordable Housing $ 97.3   $ 87.0   $ 89.3  
     New Markets 16.7   20.1   24.6  
Total Income Tax Credits and Other Income Tax Benefits $ 114.0   $ 107.1   $ 113.9  

Amortization Expense
     Affordable Housing $ 83.4   $ 71.8   $ 76.8  
     New Markets 15.1   17.5   19.7  
Total Amortization Expense $ 98.5   $ 89.3   $ 96.5  

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 155

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 no t 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 December 31, 2025, Northern Trust had $ 122.9 million of seed capital investments valued using net asset value per share and had $ 19.6 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.

Note 29 – 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 117: TYPE OF PLEDGED ASSETS

FOR THE YEAR ENDED DECEMBER 31,
(In Billions) 2025 2024
Debt Securities (1)
$ 33.0   $ 29.3  
Loans (2)
9.4   9.5  
Total Pledged Assets $ 42.4   $ 38.8  

(1) Debt securities are comprised of held to maturity and available for sale securities.
(2) Loans pledged at the FHLB of Chicago and the Federal Reserve Bank of Chicago.
As of December 31, 2025 and 2024, $ 1.0 billion and $ 1.2 billion, respectively, 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 118: ACCEPTED COLLATERAL

FOR THE YEAR ENDED DECEMBER 31,
(In Millions) 2025 2024
Collateral that may be repledged or sold
Reverse repurchase agreements (1)
$ 90,475.4   $ 65,311.1  
Derivative contracts
2.7   23.6  
Collateral that may not be repledged or sold
Reverse repurchase agreements —   —  
Total Collateral Accepted
$ 90,478.1   $ 65,334.7  

(1) The fair value of securities collateral that was repledged or sold totaled $ 89.7 billion and $ 64.8 billion at December 31, 2025 and 2024, respectively. This primarily includes collateral accepted as related to the FICC sponsored member program. Refer to Note 24, “Commitments and Contingent Liabilities” and Note 27, “Offsetting of Assets and 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 December 31, 2025 and 2024, these balances totaled $ 1.8  billion and $ 1.1 billion respectively, and are reported in Cash and Due from Banks on the consolidated balance sheet.

156 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

At December 31, 2025 and 2024, Northern Trust held cash of $ 531.2 million and $ 491.2 million, respectively, to meet non-U.S. reserve requirements. The Federal Reserve’s U.S. reserve requirement is zero percent. There were no average deposits required to meet Federal Reserve Bank reserve requirements at December 31, 2025 and 2024.

Note 30 – Restrictions on Subsidiary Dividends and Loans or Advances
Various federal and state statutory provisions limit the amount of dividends the Bank can pay to the Corporation without regulatory approval. Approval of the Federal Reserve Board is required for payment of any dividend by a state-chartered bank that is a member of the Federal Reserve System if the total of all dividends declared by the bank in any calendar year would exceed the total of its retained net income (as defined by regulatory agencies) for that year combined with its retained net income for the preceding two years. In addition, a state member bank may not pay a dividend in an amount greater than its “undivided profits,” as defined, without regulatory and stockholder approval.
Under Illinois law, an Illinois state bank, prior to paying a dividend, must carry over to surplus at least one-tenth of its net profits since the date of the declaration of the last preceding dividend, until the bank’s surplus is equal to its capital. In addition, an Illinois state bank may not pay any dividend in an amount greater than its net profits then on hand, after deduction of losses and bad debts (defined as debts due to a state bank on which interest is past due and unpaid for a period of six months or more, unless the same are well secured and in the process of collection).
The Bank is also prohibited under federal law from paying any dividends if the Bank is undercapitalized or if the payment of the dividends would cause the Bank to become undercapitalized. In addition, the federal regulatory agencies are authorized to prohibit a bank or bank holding company from engaging in an unsafe or unsound banking practice. The payment of dividends could, depending on the financial condition of the Bank, be deemed to constitute an unsafe or unsound practice. The Dodd-Frank Act and Basel III impose additional restrictions on the ability of banking institutions to pay dividends (e.g., the Corporation may pay dividends only in accordance with the capital plan rules and capital adequacy standards of the Federal Reserve). Subsequent to December 31, 2025, our Bank subsidiary could declare dividends to the Corporation of approximately $ 391  million, without obtaining prior regulatory approval.
Under federal law, financial transactions by the Bank, the Corporation’s insured banking subsidiary, with the Corporation and its affiliates that are in the form of loans or extensions of credit, investments, guarantees, derivative transactions, repurchase agreements, securities lending transactions or purchases of assets, are restricted. These transactions must be on terms and conditions that are, or in good faith would be, offered to non-affiliated companies (i.e. on terms not less favorable to the Bank than market terms). Further, extensions of credit must be secured fully with qualifying collateral and are limited to 10% of the Bank’s capital and surplus for transactions with a single affiliate and to 20% of the Bank’s capital and surplus with all affiliates. Other state and federal laws may limit the transfer of funds by the Corporation’s banking subsidiaries to the Corporation and certain of its affiliates.

Note 31 – Reporting Segments and Related Information
Segment Information. 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 a funds transfer pricing (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.
Equity is allocated to the reporting segments based on a variety of factors including, but not limited to, risk, regulatory considerations, and internal metrics. Allocations of equity and certain corporate expense may not be representative of levels that would be required if the segments were independent entities. The accounting policies used for management reporting are consistent with those described in Note 1, “Summary of Significant Accounting Policies.” Transfers of income and expense items are recorded at cost; there is no consolidated profit or loss on sales or transfers between reporting segments. Northern Trust’s presentations are not necessarily consistent with similar information for other financial institutions.
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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.
Effective January 2024, Northern Trust implemented certain enhancements to its FTP methodology, impacting the allocation of Net Interest Income to the Asset Servicing and Wealth Management segments. As a result, the approximate impact on the Asset Servicing and Wealth Management segments was a $ 132.0  million decrease and a $ 132.0  million increase in Net Interest Income, respectively, for the year ended December 31, 2024. Prior-year segment results have not been revised to reflect this methodology change.
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.
Asset Servicing. Asset Servicing is a leading global provider of asset servicing and related services to corporate and public retirement funds, foundations, endowments, fund managers, insurance companies, sovereign wealth funds, and other institutional investors around the globe. Asset servicing and related services encompass a full range of capabilities including but not limited to: custody; fund administration; investment operations outsourcing; investment management; investment risk and analytical services; employee benefit services; securities lending; foreign exchange; treasury management; brokerage services; transition management services; banking; and cash management. Client relationships are managed through the Bank and the Bank’s and the Corporation’s other subsidiaries, including support from locations in North America, Europe, the Middle East, and the Asia-Pacific region.
Wealth Management. Wealth Management focuses on high-net-worth individuals and families, business owners, executives, professionals, retirees, and established privately-held businesses in its target markets. In supporting these targeted segments, Wealth Management provides trust, investment management, custody, and philanthropic services; financial consulting; guardianship and estate administration; family business consulting; family financial education; brokerage services; and private and business banking. Wealth Management also includes Global Family Office, which provides customized services, including but not limited to: investment management; global custody; fiduciary; and private banking; family office consulting, and technology solutions, to meet the complex financial and reporting needs of ultra-high-net-worth individuals and family offices across the globe. Wealth Management services are delivered by multidisciplinary teams through a network of offices in 19 U.S. states and Washington, D.C., as well as offices in London, Guernsey, Singapore, and Abu Dhabi.
Other . Other includes expenses for the Enterprise Chief Operating Office, Asset Management, corporate and support functions not directly incurred by, but ultimately allocated back to, our two client-focused reporting segments. Income and expenses associated with non-recurring activities such as certain costs associated with acquisitions, divestitures, litigation, restructuring, and tax adjustments are retained within Other. Other also includes the FTE adjustments of $ 28.5 million, $ 31.8 million, and $ 57.5 million for 2025, 2024, and 2023, respectively, in order to reconcile the segment results that are reported on an internal management-reporting basis into consolidated results.

158 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following tables reflect the earnings contribution and certain average balances of Northern Trust’s reporting segments for the years ended December 31, 2025, 2024, and 2023. Segment results are stated on an FTE basis which has no impact on net income.
TABLE 119: RESULTS OF REPORTING SEGMENTS

($ In Millions) ASSET SERVICING (3)
WEALTH MANAGEMENT (3)

FOR THE YEAR ENDED DECEMBER 31 2025 2024 2023 2025 2024 2023
Noninterest Income
Trust, Investment and Other Servicing Fees $ 2,800.2 $ 2,632.8 $ 2,461.9 $ 2,217.6 $ 2,095.0 $ 1,899.9
Foreign Exchange Trading Income (Loss) 268.0 247.2 213.0 ( 27.2 ) ( 16.0 ) ( 9.1 )
Other Noninterest Income 298.2 271.0 263.4 143.8 140.3 150.8
Total Noninterest Income 3,366.4 3,151.0 2,938.3 2,334.2 2,219.3 2,041.6
Net Interest Income (1)
1,398.3 1,209.5 1,197.3 1,042.5 993.4 842.2
Revenue (1)
4,764.7 4,360.5 4,135.6 3,376.7 3,212.7 2,883.8
Provision for Credit Losses ( 3.2 ) ( 4.6 ) 0.5 ( 7.5 ) 8.8 24.0
Noninterest Expense
Compensation 328.5 399.3 361.1 577.4 576.5 551.2
Employee Benefits 66.9 70.0 66.2 90.9 87.4 83.0
Outside Services 122.1 188.2 191.3 61.4 46.4 43.2
Allocated Expense 3,047.5 2,738.6 2,542.1 1,262.0 1,200.8 1,132.6
Other Segment Items (2)
75.8 91.6 110.0 94.6 79.7 74.8
Total Noninterest Expense 3,640.8 3,487.7 3,270.7 2,086.3 1,990.8 1,884.8
Income before Income Taxes (1)
1,127.1 877.4 864.4 1,297.9 1,213.1 975.0
Provision for Income Taxes (1)
244.5 192.4 187.1 317.2 304.9 245.9
Net Income $ 882.6 $ 685.0 $ 677.3 $ 980.7 $ 908.2 $ 729.1
Percentage of Consolidated Net Income 51 % 34 % 61 % 56 % 45 % 66 %
Average Assets $ 113,080.3 $ 107,700.1 $ 101,402.1 $ 39,241.4 $ 38,482.6 $ 41,176.6
Average Loans $ 5,676.2 $ 6,315.5 $ 7,372.6 $ 35,396.9 $ 34,601.2 $ 34,804.4
Average Deposits $ 91,906.8 $ 86,691.3 $ 81,742.1 $ 25,633.6 $ 25,558.2 $ 23,432.9

(1) Financial measures stated on an FTE basis.
(2) Other Segment Items include Occupancy, Equipment & Software and Other Operating Expense.
(3) The current $ 58.8 million and prior-year $ 85.2 million severance-related charges, as well as, the prior-year $ 16.4 million software amortization acceleration and dispositions, and $ 6.5 million loss on securities repositioning related to the supplemental pension plan, are allocated to the Reporting Segments based on the nature of the item.

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 159

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

($ In Millions) OTHER (3)
TOTAL CONSOLIDATED
FOR THE YEAR ENDED DECEMBER 31 2025 2024 2023 2025 2024 2023
Noninterest Income
Trust, Investment and Other Servicing Fees $ — $ — $ — $ 5,017.8 $ 4,727.8 $ 4,361.8
Foreign Exchange Trading Income — — — 240.8 231.2 203.9
Other Noninterest Income (Loss) ( 25.2 ) 743.0 ( 188.4 ) 416.8 1,154.3 225.8
Total Noninterest Income ( 25.2 ) 743.0 ( 188.4 ) 5,675.4 6,113.3 4,791.5
Net Interest Income (Expense) (1)
( 29.8 ) ( 25.8 ) ( 57.5 ) 2,411.0 2,177.1 1,982.0
Revenue (1)
( 55.0 ) 717.2 ( 245.9 ) 8,086.4 8,290.4 6,773.5
Provision for Credit Losses 3.2 ( 7.2 ) — ( 7.5 ) ( 3.0 ) 24.5
Noninterest Expense
Compensation 1,665.4 1,495.3 1,409.5 2,571.3 2,471.1 2,321.8
Employee Benefits 304.3 260.4 256.0 462.1 417.8 405.2
Outside Services 805.0 763.4 672.0 988.5 998.0 906.5
Allocated Expense ( 4,309.5 ) ( 3,939.4 ) ( 3,674.7 ) — — —
Other Segment Items (2)
1,562.1 1,575.7 1,465.9 1,732.5 1,747.0 1,650.7
Total Noninterest Expense 27.3 155.4 128.7 5,754.4 5,633.9 5,284.2
Income before Income Taxes (1)
( 85.5 ) 569.0 ( 374.6 ) 2,339.5 2,659.5 1,464.8
Provision for Income Taxes (1)
40.9 131.1 ( 75.5 ) 602.6 628.4 357.5
Net Income $ ( 126.4 ) $ 437.9 $ ( 299.1 ) $ 1,736.9 $ 2,031.1 $ 1,107.3
Percentage of Consolidated Net Income ( 7 )% 21 % ( 27 )% 100 % 100 % 100 %
Average Assets $ 1,171.5 $ 450.8 $ 70.5 $ 153,493.2 $ 146,633.5 $ 142,649.2
Average Loans $ — $ — $ — $ 41,073.1 $ 40,916.7 $ 42,177.0
Average Deposits $ 1,171.5 $ 450.8 $ 70.5 $ 118,711.9 $ 112,700.3 $ 105,245.5

(1) Financial measures stated on an FTE basis. The FTE adjustment was $ 28.5 million, $ 31.8 million, and $ 57.5 million for 2025, 2024, and 2023, 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) Current year includes the $ 19.2 million expense related to mark-to-market activity associated with existing Visa Class B swap agreements and the $ 15.9 million release of a Federal Deposit Insurance Corporation (FDIC) special assessment reserve. Prior-year includes the $ 878.4 million net gain related to Northern Trust’s participation in a Visa Exchange Offer, a $ 68.1 million gain related to the sale of an equity investment, partially offset by a $ 189.3 million loss on available for sale debt securities sold in conjunction with a repositioning of the portfolio.

Geographic Area Information. Northern Trust’s non-U.S. activities are primarily related to its asset servicing, asset management, foreign exchange, cash management, and commercial banking businesses. The operations of Northern Trust are managed on a reporting segment basis and include components of both U.S. and non-U.S. source income and assets. Non-U.S. source income and assets are not separately identified in Northern Trust’s internal management reporting system. However, Northern Trust is required to disclose non-U.S. activities based on the domicile of the customer. Due to the complex and integrated nature of Northern Trust’s activities, it is difficult to segregate with precision revenues, expenses and assets between U.S. and non-U.S.-domiciled customers. Therefore, certain subjective estimates and assumptions have been made to allocate revenues, expenses and assets between U.S. and non-U.S. operations. The results are also subject to refinements in allocation methodologies, which are typically reflected on a retrospective basis unless it is impractical to do so. In 2025, Northern Trust refined its methodology for allocating revenues, expenses and assets between U.S. and non-U.S. operations and prior year results have been revised to reflect the refined methodology.

160 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes Northern Trust’s performance based on the allocation process described above without regard to guarantors or the location of collateral.
TABLE 120: DISTRIBUTION OF TOTAL ASSETS AND OPERATING PERFORMANCE

($ In Millions) TOTAL ASSETS % OF TOTAL TOTAL
REVENUE (1)
% OF TOTAL INCOME BEFORE
INCOME TAXES % OF TOTAL NET INCOME % OF TOTAL
2025
Non-U.S. $ 54,803.5   31   % $ 2,434.6   30   % $ 556.6   24   % $ 439.5   25   %
U.S. 122,329.2   69   5,651.8   70   1,782.9   76   1,297.4   75  
Total $ 177,132.7   100   % $ 8,086.4   100   % $ 2,339.5   100   % $ 1,736.9   100   %
2024
Non-U.S. $ 52,343.8   34   % $ 2,123.2   26   % $ 388.9   15   % $ 307.9   15   %
U.S. 103,164.6   66   6,167.2   74   2,270.6   85   1,723.2   85  
Total $ 155,508.4   100   % $ 8,290.4   100   % $ 2,659.5   100   % $ 2,031.1   100   %
2023
Non-U.S. $ 51,699.4   34   % $ 2,085.9   31   % $ 473.8   32   % $ 374.6   34   %
U.S. 99,083.7   66   4,687.6   69   991.0   68   732.7   66  
Total $ 150,783.1   100   % $ 6,773.5   100   % $ 1,464.8   100   % $ 1,107.3   100   %

(1) Total revenue is comprised of net interest income and noninterest income.

Note 32 – Regulatory Capital Requirements
The Corporation and the Bank are subject to various regulatory capital requirements administered by the federal bank regulatory authorities. Under these requirements, banks must maintain specific risk-based capital and leverage ratios in order to be classified as “well-capitalized.” The regulatory capital requirements impose certain restrictions upon banks that meet minimum capital requirements but are not “well-capitalized” and obligate the federal bank regulatory authorities to take “prompt corrective action” with respect to banks that do not maintain such minimum ratios. Such prompt corrective action could have a direct material effect on a bank’s financial statements.
As of December 31, 2025 and 2024, the Bank had capital ratios above the levels required for classification as a “well-capitalized” institution and had not received any regulatory notification of a lower classification. The results of the 2025 DFAST, published by the Federal Reserve Board on June 27, 2025, resulted in Northern Trust’s stress capital buffer and effective Common Equity Tier 1 capital ratio minimum requirement remaining constant at 2.5% and 7.0%, respectively, for the annual capital plan cycle, which began on October 1, 2025 and continues through September 30, 2026. On February 4, 2026, the Federal Reserve notified the Corporation that because the Stress Testing Transparency Proposal remains subject to public comment, absent further action from the Federal Reserve, the Corporation’s stress capital buffer requirement will remain at 2.5% until September 30, 2027.
Additionally, Northern Trust’s subsidiary banks located outside the U.S. are subject to regulatory capital requirements in the jurisdictions in which they operate. As of December 31, 2025 and 2024, Northern Trust’s non-U.S. banking subsidiaries had capital ratios above their specified minimum requirements. There were no conditions or events since December 31, 2025, that management believes have adversely affected the capital categorization of any Northern Trust subsidiary bank. The following table provides capital ratios for the Corporation and the Bank determined by Basel III phased in requirements.

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 161

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TABLE 121: RISK-BASED AND LEVERAGE CAPITAL AMOUNTS AND RATIOS

DECEMBER 31, 2025 DECEMBER 31, 2024
($ In Millions) STANDARDIZED APPROACH ADVANCED APPROACH STANDARDIZED APPROACH ADVANCED
APPROACH
BALANCE RATIO BALANCE RATIO BALANCE RATIO BALANCE RATIO
Common Equity Tier 1 Capital
Northern Trust Corporation $ 11,192.5   12.6   % $ 11,192.5   15.0   % $ 11,038.2   12.4   % $ 11,038.2   14.5   %
The Northern Trust Company 10,582.2   12.1   10,582.2   14.6   9,983.8   11.4   9,983.8   13.6  
Minimum to qualify as well-capitalized:
Northern Trust Corporation N/A N/A N/A N/A N/A N/A N/A N/A
The Northern Trust Company 5,700.4   6.5   4,718.7   6.5   5,703.2   6.5   4,789.1   6.5  
Tier 1 Capital
Northern Trust Corporation 12,008.5   13.5   12,008.5   16.0   11,870.2   13.3   11,870.2   15.6  
The Northern Trust Company 10,582.2   12.1   10,582.2   14.6   9,983.8   11.4   9,983.8   13.6  
Minimum to qualify as well-capitalized:
Northern Trust Corporation 5,340.9   6.0   4,490.6   6.0   5,336.4   6.0   4,555.3   6.0  
The Northern Trust Company 7,015.9   8.0   5,807.6   8.0   7,019.4   8.0   5,894.2   8.0  
Total Capital
Northern Trust Corporation 14,304.2   16.1   14,105.8   18.8   13,423.2   15.1   13,217.3   17.4  
The Northern Trust Company 12,530.5   14.3   12,332.2   17.0   11,241.7   12.8   11,035.8   15.0  
Minimum to qualify as well-capitalized:
Northern Trust Corporation 8,901.5   10.0   7,484.4   10.0   8,894.0   10.0   7,592.1   10.0  
The Northern Trust Company 8,769.8   10.0   7,259.5   10.0   8,774.2   10.0   7,367.8   10.0  
Tier 1 Leverage
Northern Trust Corporation 12,008.5   7.8   12,008.5   7.8   11,870.2   8.1   11,870.2   8.1  
The Northern Trust Company 10,582.2   6.9   10,582.2   6.9   9,983.8   6.9   9,983.8   6.9  
Minimum to qualify as well-capitalized:
Northern Trust Corporation N/A N/A N/A N/A N/A N/A N/A N/A
The Northern Trust Company 7,676.0   5.0   7,676.0   5.0   7,262.3   5.0   7,262.3   5.0  
Supplementary Leverage
Northern Trust Corporation N/A N/A 12,008.5   8.7   N/A N/A 11,870.2   8.9  
The Northern Trust Company N/A N/A 10,582.2   7.7   N/A N/A 9,983.8   7.5  
Minimum to qualify as well-capitalized:
Northern Trust Corporation N/A N/A N/A N/A N/A N/A N/A N/A
The Northern Trust Company N/A N/A 4,126.8   3.0   N/A N/A 3,974.3   3.0  

Under the final Basel III rules, the Corporation and the Bank are required to calculate and publicly disclose risk-based capital ratios using two methodologies: an advanced approach and a standardized approach. Under the advanced approach, credit RWA are based on internal credit models and parameters. Additionally, the advanced approach incorporates operational risk RWA. Under the standardized approach, RWA are based on supervisory prescribed risk weights that are primarily dependent on counterparty type and asset class.
Pursuant to the Federal Reserve Board's implementation in the final Basel III rules of a provision of the Dodd-Frank Act, the capital adequacy of the Corporation and the Bank is assessed based on the lower of the advanced approach or standardized approach capital ratios.

162 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 33 – Northern Trust Corporation (Corporation only)
Condensed financial information is presented in the following tables. Investments in wholly-owned subsidiaries are carried on the equity method of accounting.
TABLE 122: CONDENSED BALANCE SHEETS

DECEMBER 31,
(In Millions) 2025 2024
ASSETS
Cash on Deposit with Subsidiary Bank $ 2,320.6   $ 2,383.1  
Advances to Wholly-Owned Subsidiaries – Banks 3,760.0   3,760.0  
Investments in Wholly-Owned Subsidiaries – Banks 11,414.5   10,800.3  
                                                                       – Nonbank 243.2   212.8  
Other Assets 1,171.7   987.3  
Total Assets $ 18,910.0   $ 18,143.5  
LIABILITIES
Senior Notes $ 3,351.5   $ 2,769.7  
Long-Term Debt 2,084.4   2,081.3  
Other Liabilities 516.2   504.1  
Total Liabilities 5,952.1   5,355.1  
STOCKHOLDERS’ EQUITY
Preferred Stock 884.9   884.9  
Common Stock 408.6   408.6  
Additional Paid-in Capital 1,039.0   1,025.3  
Retained Earnings 16,709.3   15,614.7  
Accumulated Other Comprehensive Income (Loss) ( 590.5 ) ( 814.0 )
Treasury Stock ( 5,493.4 ) ( 4,331.1 )
Total Stockholders’ Equity 12,957.9   12,788.4  
Total Liabilities and Stockholders’ Equity $ 18,910.0   $ 18,143.5  

TABLE 123: CONDENSED STATEMENTS OF INCOME

FOR THE YEAR ENDED DECEMBER 31,
(In Millions) 2025 2024 2023
OPERATING INCOME
Dividends – Bank Subsidiaries $ 1,305.0   $ 3,100.6   $ 850.0  
                 – Nonbank Subsidiaries —   20.0   —  
Intercompany Interest and Other Charges 281.2   291.1   260.2  
Interest and Other Income 15.4   75.3   12.2  
Total Operating Income 1,601.6   3,487.0   1,122.4  
OPERATING EXPENSES
Interest Expense 263.6   302.8   279.5  
Other Operating Expenses 42.3   47.5   32.3  
Total Operating Expenses 305.9   350.3   311.8  
Income before Income Taxes and Equity in Undistributed Net Income of Subsidiaries 1,295.7   3,136.7   810.6  
Benefit (Expense) for Income Taxes 11.1   ( 4.1 ) 12.4  
Income before Equity in Undistributed Net Income of Subsidiaries 1,306.8   3,132.6   823.0  
Equity in Undistributed Net Income of Subsidiaries – Banks 399.7   ( 1,104.6 ) 269.4  
                                         – Nonbank 30.4   3.1   14.9  
Net Income $ 1,736.9   $ 2,031.1   $ 1,107.3  
Preferred Stock Dividends 41.8   41.8   41.8  
Net Income Applicable to Common Stock $ 1,695.1   $ 1,989.3   $ 1,065.5  

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 163

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TABLE 124: CONDENSED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31,
(In Millions) 2025 2024 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 1,736.9   $ 2,031.1   $ 1,107.3  
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
Equity in Undistributed Net Income of Subsidiaries ( 430.1 ) 1,101.5   ( 284.3 )
Change in Prepaid Expenses ( 1.6 ) 1.4   1.7  
Change in Accrued Income Taxes ( 17.4 ) ( 92.9 ) ( 10.2 )
Other Operating Activities, net 170.8   118.9   138.1  
Net Cash Provided by Operating Activities 1,458.6   3,160.0   952.6  
CASH FLOWS FROM INVESTING ACTIVITIES

Investments in and Advances to Subsidiaries, net —   —   250.0  

Other Investing Activities, net (1)
( 116.6 ) 0.1   —  
Net Cash (Used in) Provided by Investing Activities ( 116.6 ) 0.1   250.0  
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Senior Notes 499.8   —   —  
Proceeds from Long-Term Debt 750.0   —   —  
Repayments of Long-Term Debt ( 750.0 ) —   —  

Treasury Stock Purchased ( 1,273.5 ) ( 937.8 ) ( 347.5 )
Net Proceeds from Stock Options 6.4   9.4   2.3  
Cash Dividends Paid on Common Stock ( 591.6 ) ( 602.3 ) ( 621.5 )
Cash Dividends Paid on Preferred Stock ( 41.8 ) ( 41.8 ) ( 41.8 )
Other Financing Activities, net ( 3.8 ) —   —  
Net Cash Used in Financing Activities ( 1,404.5 ) ( 1,572.5 ) ( 1,008.5 )
Net Change in Cash on Deposit with Subsidiary Bank ( 62.5 ) 1,587.6   194.1  
Cash on Deposit with Subsidiary Bank at Beginning of Year 2,383.1   795.5   601.4  
Cash on Deposit with Subsidiary Bank at End of Year $ 2,320.6   $ 2,383.1   $ 795.5  
(1) Other Investing Activities, net includes $ 111.7  million of seed capital investments to certain funds which are VIEs. Refer to Note 28, "Variable Interest Entities" for further information.

164 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.

ITEM 9A – CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of December 31, 2025, the Corporation’s management, with the participation of the Corporation’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Corporation’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Corporation in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based on such evaluation, such officers have concluded that, as of December 31, 2025, the Corporation’s disclosure controls and procedures are effective.
Management’s Report on Internal Control Over Financial Reporting
Management of the Corporation is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance to the Corporation’s management and Board of Directors regarding the preparation of reliable published financial statements. This internal control includes monitoring mechanisms, and actions are taken to correct deficiencies identified.
Management assessed the Corporation’s internal control over financial reporting as of December 31, 2025, based on the criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that, as of December 31, 2025, the Corporation maintained effective internal control over financial reporting. Additionally, KPMG LLP, the independent registered public accounting firm that audited the Corporation’s consolidated financial statements as of, and for the year ended, December 31, 2025, included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Corporation’s internal control over financial reporting as of December 31, 2025.
Changes in Internal Control Over Financial Reporting
There have been no changes in the Corporation’s internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15 and 15d-15 under the Exchange Act during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 165

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Northern Trust Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Northern Trust Corporation and subsidiaries’ (the Corporation) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Corporation as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Corporation in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Chicago, Illinois
February 24, 2026

166 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

ITEM 9B – OTHER INFORMATION
During the three months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Securities Exchange Act of 1934, as amended) adopted , terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

ITEM 9C – DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.

PART III

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

ITEM 11 – EXECUTIVE COMPENSATION
The information called for by this item is incorporated herein by reference to the “Compensation Discussion and Analysis,” “Human Capital and Compensation Committee Report,” “Executive Compensation Tables,” and “Corporate Governance –Director Compensation” sections of the Corporation’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders.

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information called for by this item is incorporated herein by reference to the “Stock Ownership Information – Security Ownership by Directors and Executive Officers,” “Stock Ownership Information – Security Ownership of Certain Beneficial Owners,” and “Equity Compensation Plan Information” sections of the Corporation’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders.

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by this item is incorporated herein by reference to the “Corporate Governance – Board Structure - Committees of the Board,” “Corporate Governance – Board Structure – Committees of the Board - Director Independence” and the “Corporate Governance – Governance Policies and Practices - Related Person Transactions” sections of the Corporation’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders.

ITEM 14 – PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information called for by this item is incorporated herein by reference to the “Audit Matters” section of the Corporation’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders.

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 167

PART IV

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 15(a)(1) AND (2) – NORTHERN TRUST CORPORATION AND SUBSIDIARIES LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following financial statements of the Corporation and its Subsidiaries included in Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K are incorporated herein by reference.

For Northern Trust Corporation and Subsidiaries:
Consolidated Balance Sheets - December 31, 2025 and 2024

Consolidated Statements of Income - Years Ended December 31, 2025, 2024, and 2023

Consolidated Statements of Comprehensive Income - Years Ended December 31, 2025, 2024, and 2023

Consolidated Statements of Changes in Stockholders’ Equity - Years Ended December 31, 2025, 2024, and 2023

Consolidated Statements of Cash Flows - Years Ended December 31, 2025, 2024, and 2023

Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm ( KPMG LLP , Chicago, IL , Auditor Firm ID: 185 )

Financial statement schedules have been omitted for the reason that they are not required or are not applicable.
ITEM 15(a)(3) – EXHIBITS

Exhibit
Number Description

3.1
Restated Certificate of Incorporation of Northern Trust Corporation, as amended to date (incorporated herein by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed April 19, 2006).

3.2
Certificate of Designation of Series D Non-Cumulative Perpetual Preferred Stock of Northern Trust Corporation, dated August 4, 2016 (incorporated herein by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed August 8, 2016).

3.3
Certificate of Designation of Series E Non-Cumulative Perpetual Preferred Stock of Northern Trust Corporation, dated October 31, 2019 (incorporated herein by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed November 5, 2019).

3.4
By-laws of Northern Trust Corporation, as amended April 22, 2 025 (incorporated herein by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K filed April 23, 2025 ).

4.1
Deposit Agreement, dated August 8, 2016, among Northern Trust Corporation, Wells Fargo Bank, N.A., as depositary (which, effective February 1, 2018, was succeeded by Equiniti Trust Company), and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.2 to the Corporation’s Current Report on Form 8-K filed August 8, 2016).

4.2
Deposit Agreement, dated November 5, 2019, among Northern Trust Corporation, Equiniti Trust Company, as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.2 to the Corporation’s Current Report on Form 8-K filed November 5, 2019).

4.3
Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.

4.4 Certain instruments defining the rights of the holders of Long-Term Debt of the Corporation and certain of its subsidiaries, none of which authorize a total amount of indebtedness in excess of 10% of the total assets of the Corporation and its subsidiaries on a consolidated basis, have not been filed as exhibits. The Corporation hereby agrees to furnish a copy of any of these agreements to the SEC upon request.

10.1**
Deferred Compensation Plans Trust Agreement, dated May 11, 1998, between Northern Trust Corporation and Harris Trust and Savings Bank as Trustee (which, effective August 31, 1999, was succeeded by U.S. Trust Company, N.A., which effective June 1, 2009, was succeeded by Evercore Trust Company, N.A., and, which, effective October 19, 2017, was succeeded by Newport Trust Company) regarding the Supplemental Employee Stock Ownership Plan for Employees of The Northern Trust Company, the Supplemental Thrift-Incentive Plan for Employees of The Northern Trust Company, the Supplemental Pension Plan for Employees of The Northern Trust Company, and the Northern Trust Corporation Deferred Compensation Plan (incorporated herein by reference to Exhibit 10(iv) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).

168 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

Exhibit
Number Description
(i)**
Amendment, dated August 31, 1999 (incorporated herein by reference to Exhibit 10(vi) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999).

(ii)**
Second Amendment, dated as of May 16, 2000 (incorporated herein by reference to Exhibit 10(v) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000).

10.2**
Northern Trust Corporation Supplemental Employee Stock Ownership Plan, as amended and restated effective as of January 1, 2008 (incorporated herein by reference to Exhibit 10(vi) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008).

(i)**
Amendment Number One, dated December 28, 2022 and effective January 1, 2023 (incorporated herein by reference to Exhibit 10.2(i) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022).

(ii)**
Amendment Number Two, dated November 5, 2024 and effective January 1, 2025 (incorporated herein by reference to Exhibit 10.2( i i) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 202 4 ) .

10.3**
Northern Trust Corporation Supplemental Thrift-Incentive Plan, as amended and restated effective as of January 1, 2008 (incorporated herein by reference to Exhibit 10(vii) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008).

(i)**
Amendment Number One, dated October 29, 2009 and effective January 1, 2010 (incorporated herein by reference to Exhibit 10(vi)(1) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009).

(ii)**
Amendment Number Two, dated August 6, 2015 and effective January 1, 2015 (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015).

(iii)**
Amendment Number Three, dated December 28, 2022 and effective January 1, 2023 (incorporated herein by reference to Exhibit 10.3(iii) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022).

(iv)**
Amendment Number Four, dated November 5, 2024 and effective January 1, 2025 (incorporated herein by reference to Exhibit 10.3(i v ) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 202 4 ) .

10.4**
Northern Trust Corporation Supplemental Pension Plan, as amended and restated effective January 1, 2009 (incorporated herein by reference to Exhibit 10(viii) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008).

(i)**
Amendment Number One, dated December 28, 2022 and effective January 1, 2023 (incorporated herein by reference to Exhibit 10.4(i) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022).

(ii)**
Amendment Number Two, dated November 5, 2024 and effective January 1, 2025 (incorporated herein by reference to Exhibit 10.4(ii) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

10.5**
Northern Trust Corporation Deferred Compensation Plan, as amended and restated effective as of January 1, 2024 (incorporated herein by reference to Exhibit 10.5 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023).

(i)**
Amendment Number One, dated November 5, 2024 and effective January 1, 2025 (incorporated herein by reference to Exhibit 10.5(i) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

10.6**
Northern Trust Corporation 2012 Stock Plan (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed April 19, 2012).

(i)**
Form of Director Stock Unit Agreement (incorporated herein by reference to Exhibit 10(iii) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).

(ii)**
Form of Director Prorated Stock Agreement (incorporated herein by reference to Exhibit 10(iv) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 169

Exhibit
Number Description
(iii)**
Form of New Director Stock Unit Agreement (incorporated herein by reference to Exhibit 10(v) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012).

(iv)**
Form of 2014 Executive Stock Option Terms and Conditions (incorporated herein by reference to Exhibit 10.7(xi) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013).

(v)**
Form of 2017 Stock Option Award Terms and Conditions, as amended (incorporated herein by reference to Exhibit 10.7(x) to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2017).

10.7**
Northern Trust Corporation 1997 Stock Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10(xix) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998).

10.8**
Northern Trust Corporation 1997 Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective as of July 15, 2014 (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014).

10.9**
Northern Trust Corporation 2018 Deferred Compensation Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.11 to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2017).

10.10**
Northern Trust Corporation Key Officer Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.2 to the Corporation’s Current Report on Form 8-K filed April 28, 2017).

10.11**
Northern Trust Corporation Executive Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed April 28, 2017).

10.12**
Form of Non-Solicitation Agreement and Confidentiality Agreement (incorporated herein by reference to Exhibit 10(iii) to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009).

10.13**
Northern Trust Corporation 2017 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed April 26, 2017).

(i)**
Form of Director Stock Unit Agreement (incorporated herein by reference to Exhibit 10.10 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

(ii)**
Form of Director Stock Unit Agreement (prorated) (incorporated herein by reference to Exhibit 10.11 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017).

(iii)**
Form of 2022 Performance Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).

(iv)**
Form of 2023 Performance Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).

(v)**
Form of 2024 Performance Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).

(v i )**
Form of 202 5 Performance Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202 5 ).

(vii)**
Form of 2021 Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).

(viii)**
Form of 2022 Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022).

(ix)**
Form of 2023 Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023).

(x)**
Form of 2024 Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).

(xi)**
Form of 202 5 Stock Unit Award Terms and Conditions (incorporated herein by reference to Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 202 5 ).

170 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

Exhibit
Number Description
10.14**
Northern Trust Corporation Wealth Planning and Tax Consulting Services Plan, as amended and restated effective January 1, 2021 (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021).

10.15**
Northern Trust Corporation Non-Employee Director Compensation Plan, as amended (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 ).

10.16**
Northern Partners Incentive Plan, as amended and restated on January 21, 202 6 .

10.17**
The Northern Trust Company Death Benefit Plan (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).

(i)**
Amendment Number One to The Northern Trust Company Death Benefit Plan, dated July 11, 2019 and effective May 17, 2019 (incorporated herein by reference to Exhibit 10.20(i) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020).

(ii)**
Amendment Number Two to The Northern Trust Company Death Benefit Plan, dated July 29, 2019 and effective May 17, 2019 (incorporated herein by reference to Exhibit 10.20(ii) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020).

(iii)**
Amendment Number Three to The Northern Trust Company Death Benefit Plan, dated March 18, 2020 and effective May 17, 2019 (incorporated herein by reference to Exhibit 10.20(iii) to the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2020).

(iv)**
Amendment Number Four to The Northern Trust Company Death Benefit Plan, dated June 22, 2022 and effective May 4, 2022 (incorporated herein by reference to Exhibit 10.19(iv) to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022).

10.18**
Transition Agreement by and between Northern Trust Corporation and Shundrawn A. Thomas, dated as of May 3, 2022 (incorporated herein by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed May 3, 2022).

19
Securities Transactions Policy (incorporated herein by reference to Exhibit 19 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024).

21
Subsidiaries of the Registrant.

23
Consent of Independent Registered Public Accounting Firm.

31.1
Rule 13a-14(a)/15d-14(a) Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2
Rule 13a-14(a)/15d-14(a) Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 ***
Certifications of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97
Northern Trust Corporation Rule 10D-1 Incentive-Based Compensation Recoupment Policy (incorporated herein by reference to Exhibit 97 to the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023).

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

104 The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL.
** Indicates a management contract or a compensatory plan or agreement.
*** Indicates a document being furnished with this Form 10-K. Information in this Form 10-K furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such exhibit shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934.

ITEM 16 – FORM 10-K SUMMARY
None.

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 171

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 24, 2026

Northern Trust Corporation

(Registrant)

By: /s/    Michael G. O’Grady
Michael G. O’Grady
Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

172 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION

Signature Capacity

/s/    Michael G. O'Grady Chairman and Chief Executive Officer
(Principal Executive Officer)
Michael G. O’Grady

/s/    David W. Fox, Jr. Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
David W. Fox, Jr.

/s/    John P. Landers Executive Vice President and Controller
(Principal Accounting Officer)
John P. Landers

/s/    Susan Crown Director
Susan Crown

/s/    Chandra Dhandapani Director
Chandra Dhandapani

/s/    Dean M. Harrison Director
Dean M. Harrison

/s/    Jay L. Henderson Director
Jay L. Henderson

/s/ Marcy S. Klevorn Director
Marcy S. Klevorn

/s/ Siddharth N. (Bobby) Mehta Director
Siddharth N. (Bobby) Mehta

/s/    Robert E. Moritz, Jr. Director
Robert E. Moritz, Jr.

/s/    Richard M. Petrino Director
Richard M. Petrino

/s/    Martin P. Slark Director
Martin P. Slark

/s/    David H.B. Smith, Jr. Director
David H.B. Smith, Jr.

/s/    Donald Thompson Director
Donald Thompson

/s/    Charles A. Tribbett, III Director
Charles A. Tribbett, III
Date: February 24, 2026

2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION 173