Sec Form 4 Filing - Levy Susan Cohen @ NORTHERN TRUST CORP - 2024-10-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Levy Susan Cohen 2. Issuer Name and Ticker or Trading Symbol NORTHERN TRUST CORP [ NTRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP and General Counsel (Last) (First) (Middle) 50 SOUTH LA SALLE ST 3. Date of Earliest Transaction (MM/DD/YY) 10/25/2024 (Street) CHICAGO, IL60603 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/25/2024 M 19,585 A $ 70.21 36,717 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) D Common Stock 10/25/2024 S 19,585 D $ 102.26 ( 6 ) 17,132 ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) D Common Stock 0 ( 2 ) I 2022 GRAT Common Stock 25,230 ( 3 ) I 2023 GRAT Common Stock 55,726 ( 4 ) I 2024 GRAT Common Stock 12,137 ( 5 ) I Irrevocable Trust ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right-to-buy) $ 70.21 10/25/2024 M 19,585 ( 8 ) 02/17/2025 Common Stock 19,585 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Levy Susan Cohen 50 SOUTH LA SALLE ST CHICAGO, IL60603 EVP and General Counsel Signatures David A. Serna, Attorney-in-Fact for Susan C. Levy 10/29/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 17,132 stock units payable automatically on a 1-for-1 basis in shares of the Corporation's common stock. ( 2 )On June 13, 2024, the reporting person's 2022 grantor retained annuity trust ("GRAT") distributed 18,966 shares of the Corporation's common stock to the reporting person's existing brokerage account as a final annuity payment in accordance with the terms of the GRAT instrument. ( 3 )On June 13, 2024, the reporting person's 2023 GRAT distributed 19,000 shares of the Corporation's common stock to the reporting person's existing brokerage account as an annuity payment in accordance with the terms of the GRAT instrument. ( 4 )Reflects the August 12, 2024 transfer of 55,726 shares of the Corporation's common stock into a newly created 2024 GRAT. ( 5 )Reflects a correction of 9,730 net shares previously reported as being (i) distributed from the reporting person's 2022 GRAT to the reporting person's existing irrevocable trust as an annuity payment on June 9, 2023 (34,500 shares); and (ii) transferred from the reporting person's existing irrevocable trust into a newly created 2023 GRAT on June 12, 2023 (44,230 shares). Each of the foregoing transactions actually occurred from the reporting person's existing brokerage account, not the existing irrevocable trust. ( 6 )Price reflects the weighted average sales price from $102.25 to $102.40. Information regarding the number of shares sold at each separate price will be provided by the reporting person upon request. ( 7 )The reporting person's spouse is trustee of this trust. ( 8 )This option became exercisable in four equal annual installments beginning on February 17, 2016.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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