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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM			8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 22, 2025

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-36609

36-2723087

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

50 South LaSalle Street

60603

Chicago,

Illinois

(Zip Code)

(Address of principal executive offices)

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

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


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

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


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

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

Emerging growth company ☐

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

Item 7.01. Regulation FD Disclosure

On April 22, 2025,at approximately 10:30 a.m. (CT), Michael G. O’Grady, Chairman and Chief Executive Officer of the Corporation (the “Corporation”), spoke at the Corporation’s Annual Meeting of Stockholders (the “Annual Meeting”). A webcast of the presentation will be available for replay for 30 days from the presentation date and can be accessed from the “Investor Relations” section of the Corporation’s website at www.northerntrust.com/about-us/investor-relations. Attached as Exhibit 99.1 are the slides that Mr. O’Grady presented at the Annual Meeting.

The information in this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:


			Exhibit Number			Description
			99.1			Annual Meeting Slides
			104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURE

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

NORTHERN TRUST CORPORATION

(Registrant)

Dated:

April 22, 2025

By:

/s/ Susan C. Levy

Susan C. Levy

Executive Vice President, General Counsel and Corporate Secretary

EX-99.1 2 annualmeetingslides.htm EX-99.1 annualmeetingslides

northerntrust.com / © 2025 Northern Trust 2 Forward-looking Statements This presentation may include statements which constitute “forward - looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward -looking statements are identified typically by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “l ikely,” “plan,” “goal,” “ta rget,” “strategy,” and similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward- looking statements include statements, other than those related to historical facts, that relate to Northern Trust’s f inancial results and outlook, capital adequacy, dividend policy and share repurchase program, accounting estimates and assumptions, credit quality including allowance levels, future pension plan contributions, effective tax rate, anticipated expense levels, contingent l iabil it ies, acquisitions, strategies, market and industry trends, and expectations regarding the impact of accounting pronouncements and legislation. These statements are based on Northern Trust’s current beliefs and expectations of future events or future results and involve risks and uncertainties that are difficult to predict and subject to change. These statements are also based on assumptions about many important factors, including the factors discussed in Northern Trust’s most recent annual report on Form 10 -K and other fi l ings with the U.S. Securities and Exchange Commission, all of which are available on Northern Trust’s website. We caution you not to place undue reliance on any forward-looking statement as actual results may differ materially from those expressed or implied by forward -looking statements. Northern Trust assumes no obligation to update its forward -looking statements.

northerntrust.com / © 2025 Northern Trust Our mission is to be our clients’ most trusted financial partner 3 Service Relentless drive to anticipate and exceed client expectations Expertise Resolving complex challenged with world class capabilities Integrity Consistently acting with the highest ethics, utmost honesty and unfailing reliability

4 Financial Performance: Full Year 2024 northerntrust.com / © 2025 Northern Trust *2023 and 2024 Pre-tax Notable Items detailed on slide 14. All figures as of December 31, 2024. N/M = not meaningful GAAP RESULTS INCLUDE IMPACT OF NOTABLE ITEMS* $ in mi l l ions (except EPS and as noted) FISCAL YEAR 2024 % CHANGE VS. 2023 Noninterest Income $6,113 +28% Net Interest Income 2,177 +10% Total Revenue 8,290 +22% Provision for Credit Losses (3) N/M Total Noninterest Expense 5,634 +7% Provision for Income Taxes 628 +76% Net Income 2,031 +83% Diluted Earnings Per Share (EPS) $9.77 +92% Return on Average Common Equity (ROE) 17.4% +740 bps

northerntrust.com / © 2025 Northern Trust 5 Balance Sheet and Capital Highlights NORTHERN TRUST CORPORATION REGULATORY CAPITAL HIGHLIGHTS STANDARDIZED APPROACH ADVANCED APPROACH MINIMUM REQUIREMENT Common Equity Tier 1 12.4% 14.5% 4.5% Tier 1 Capital 13.3% 15.6% 6.0% Total Capital 15.1% 17.4% 8.0% Tier 1 Leverage 8.1% 8.1% 4.0% Supplementary Leverage N/A 8.9% 3.0% All figures as of December 31, 2024.

northerntrust.com / © 2025 Northern Trust Enduring Principles 12 Service Relentless drive to anticipate and exceed client expectations Expertise Resolving complex challenged with world class capabilities Integrity Consistently acting with the highest ethics, utmost honesty and unfailing reliability

APPENDIX

northerntrust.com / © 2025 Northern Trust 15 Notable Items Pre-Tax Notable Items (in millions) FISCAL YEAR 2024 FISCAL YEAR 2023 Revenue: • AFS securit ies losses, net $(189.4) $169.5 • Supplemental Pension Plan securit ies reposit ioning & investment impairments $(14.1) - • Gain on sale of equity investment $68.1 - • Net gain related to part icipation in Visa, Inc. exchange offer $865.6 - Total $730.2 $169.5 Expense: • Severance charge $85.2 $38.7 • Northern Trust Foundation donation $70.0 - • Software acceleration and disposit ions charge $16.4 - • FDIC special assessment $12.5 $84.6 • Legal sett lement charge $10.6 - • Client capabili ty charge - $25.6 • Occupancy charges - $12.8 • Software credit - $(4.1) Total $194.7 $157.6 All figures as of December 31, 2024.