AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 5/6 · 19/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Integrated services and scale are evident, but material switching costs, comparative cost superiority and protected brand economics are unestablished.
durability · — · Consecutive organic growth supports demand, but cannot establish the duration of competitive protection.
customer dependency · — · Outsourcing and customized services could create dependency; client migration burdens and retained relationships are not demonstrated.
erosion resilience · — · Growth coexists with realized pricing pressure. The evidence does not establish structural resilience against competitive erosion.
Pricing power44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 1/4 · Competitive pricing has actually pressured profitability, and historical competitive fee waivers corroborate weak pricing in some products. Recent fee growth primarily reflects markets, inflows and new business rather than demonstrated fee-rate increases.
retention · 2/4 · Eight consecutive quarters of organic trust-fee growth and fourteen quarters of positive liquidity flows support repeat demand indirectly. These do not separate retained clients from new acquisition or establish retention rates.
margin resilience · 2/4 · Adjusted annual profitability improved, and first-quarter revenue growth exceeded expense growth. Competitive pricing pressure and subsequent software and severance charges temper resilience; gains and funding conditions also contribute.
contractual freedom · 2/4 · Individually negotiated, variable fees and open-ended arrangements support commercial flexibility. Unilateral repricing rights, protected minimum fees and durable contractual protection are not disclosed.
Predictability60
Financial-sector stability over five consecutive reported annual periods: equal weights for nondeclining revenue frequency, revenue-growth volatility (5–40pp), positive consolidated earnings frequency, and net-income/revenue margin volatility (3–20pp). Uses reported accounting scope; not industrial FCF or a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 39.38
- positiveEarningsShare
- 100.00
- netMarginStdDev
- 4.89
Financial strength63
Qualitative bank assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-industry-1; not an industrial ratio score or credit rating.
capital adequacy · 3/4 · June 2026 standardized CET1 was 12.2% for the Corporation and 11.8% for the Bank; Tier 1 leverage was 7.6% and 6.8%, respectively. The disclosed Corporation effective CET1 minimum was 7.0% through September 2026, including its 2.5% stress buffer, and the 2026 stress test left that buffer unchanged. This demonstrates strong period-end capital without establishing October regulatory headroom or exceptional durability.
liquidity funding · 2/4 · Highly liquid assets covered 65% of average deposits, including 30% in cash and central bank deposits. Year-end LCR/NSFR compliance and June deposit growth are supportive. Asset Servicing supplied most average deposits, while uninsured exposure and individual-client concentration are absent.
asset liability risk · 2/4 · No net charge-offs in 2025, disclosed duration below one year and negative first-half 2026 credit provisions support controlled risk. A realized $73.9 million securities loss and remaining unrealized securities losses demonstrate market exposure. Current comprehensive asset-quality and rate-sensitivity coverage is incomplete.
earnings resilience · 3/4 · First-quarter net income increased to $525.5 million from $392.0 million, and first-half net income reached $1,317.8 million. These demonstrate current earnings capacity. The second-quarter Visa gain materially elevated earnings, while software and severance charges reduced them; severe-cycle resilience remains unproven.
Capital allocation56
Qualitative bank assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-industry-1; not an industrial ratio score or credit rating.
capital efficiency · 3/4 · Corporation-wide return on average common equity was 14.4% in 2025 and 17.4% in first-quarter 2026, with adjusted 2025 ROE also improving. Second-quarter reported ROE of 25.9% benefits substantially from the Visa gain and is not treated as sustainable.
distributions and buffers · 2/4 · Actual first-half repurchases of $709.5 million and second-quarter common dividends of $148.8 million accompanied substantial disclosed capital. The 111% 2025 payout and gain-supported recent earnings temper the distribution record.
dilution and cost · 2/4 · Outstanding shares declined from 186.3 million to 183.0 million during the first half. Offsetting dilution required $709.5 million of repurchases, while share-based compensation increased to $127.1 million from $90.1 million. The share reduction has a meaningful cash and compensation cost.
investment discipline · 2/4 · Improving adjusted operating results support some productive reinvestment, alongside substantial disclosed software spending. June seed investments had no unfunded commitments or contractual fund-support obligations. Software dispositions of $61.5 million and severance charges of $51.0 million qualify the record; project-level returns and acquisition outcomes are absent.
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Actual repurchases accompanied strong disclosed capital and fewer shares. A 111% 2025 payout and software disposition charges qualify the allocation record; buyback value creation is unestablished.
incentive alignment · 3/4 · Predominantly equity-based executive incentives, three-year absolute and relative ROE conditions, ownership guidelines and clawback provisions establish substantive alignment mechanisms. Actual ownership compliance and exceptional long-term outcomes are not established.
execution · 3/4 · Adjusted 2025 profitability improved, followed by demonstrated first-quarter and first-half earnings growth and organic fee growth. This is an operating-results assessment; favorable markets, the Visa gain and software charges qualify management attribution.
governance · 3/4 · Shareholder rights, ten independent executive sessions and actual director attendance support strong governance practices. The combined chairman/CEO role and issuer-source limitations prevent an exceptional assessment.
Evidence
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.
Business: Asset Servicing capabilities · Filed 24/02/2026
Wealth Management also includes Global Family Office, which provides customized services, including but not limited to: investment management; global custody; fiduciary; private banking; family office consulting; and technology solutions to meet the complex financial and reporting needs of family offices across the globe.
Business: customized Global Family Office services · Filed 24/02/2026
Our progress against our strategic priorities helped drive an eighth consecutive quarter of positive organic trust-fee growth.
CEO commentary: consecutive organic trust-fee growth · Filed 22/07/2026
Pricing pressures, as a result of the willingness of competitors to offer comparable or improved products or services at a lower price, also may result in a reduction in the price we can charge for our products and services, which could have, and in some cases has had, a negative effect on our ability to maintain or increase our profitability.
Competition risk: realized pricing pressure · Filed 24/02/2026
Northern Trust’s contracts with its clients are typically open-ended arrangements and are therefore considered to have an original duration of less than one year.
Revenue recognition: open-ended client contracts · Filed 24/02/2026
Additionally, technological advances (such as the use of generative AI) and the growth of internet-based commerce have made it possible for other types of institutions to offer a variety of products and services competitive with certain areas of our business.
Competition risk: technological advances · Filed 24/02/2026
Northern Trust’s differentiators are our: trusted brand, deep expertise, tailored technology, proven relationships and network and strong balance sheet.
Strategy: management-identified differentiators · Filed 24/02/2026
Performance Obligations. Clients are typically charged monthly or quarterly in arrears based on the fee arrangement agreed to with each client; payment terms will vary depending on the client and services offered.
Revenue recognition: individually agreed fee arrangements · Filed 30/07/2026
Fee arrangements are mainly comprised of variable amounts based on market value of client assets managed and serviced, transaction volumes, number of accounts, and securities lending volume and spreads.
Revenue recognition: variable fee drivers · Filed 30/07/2026
◦Trust, Investment and Other Servicing Fees increased to $1.3 billion in the current quarter primarily due to favorable markets, net client inflows, and net new business.
Quarterly results: sources of servicing-fee growth · Filed 30/07/2026
5northerntrust.com | © 2026 Northern Trust Corporation 2026 Mid-Year Business Unit Highlights FINANCIAL HIGHLIGHTS (versus same period prior year) WEALTH MANAGEMENT Ultra-High-Net-Worth $100+MM client revenue outpacing broader Wealth, driving share gains in the segment Revenue Generating Talent Accelerating hires in critical producer roles to fuel growth Client Acquisition Marketing qualified leads up 50% in 1H, broadening acquisition across segments, geographies, and digital channels Alternatives Investments Alternatives adoption across Wealth accelerating, deepening the investment solutions suite ASSET SERVICING Capital Markets Capital Markets and Banking momentum sustained via outsourced solutions (Integrated Trading Solutions, Complete FX) Alternatives Services Alternatives AUA surpasses $1 trillion, reinforcing category leadership Digital Assets Live on the Canton Network; advancing tokenized funds and digital custody ASSET MANAGEMENT Alternatives Solutions Fundraising across secondaries and custom alternatives broadening the Alternatives platform ETFs 5th consecutive quarter of positive ETF flows SMAs Extending SMA leadership through tax alpha and long-short strategies Liquidity 14 consecutive quarters of positive liquidity flow with double-digit organic fee growth 0% 9% 7% 13% FY 2023 FY 2024 FY 2025 1H 2026 Revenue Growth* 5% 6% 5% 6% FY 2023 FY 2024 FY 2025 1H 2026 Expense Growth* (13%) 24% 17% 41% FY 2023 FY 2024 FY 2025 1H 2026 EPS Growth* (500) 230 230 730 FY 2023 FY 2024 FY 2025 1H 2026 Operating Leverage* (2%) 8% 6% 10% Trust Fee Growth 6% 8% 10% 13% FY 2023 FY 2024 FY 2025 1H 2026 NII Growth (basis points) FY 2023 FY 2024 FY 2025 1H 2026 *Refer to page 15 for additional detail on notable items.
Mid-year business highlights: liquidity flows and operating growth · Filed 22/07/2026
FINANCIAL PERFORMANCE METRICS
(ADJUSTED, NON-GAAP)(1)
2024
2025
CHANGE
Revenue Growth
$7.6B
$8.1B
7%
Expense Growth
$5.5B
$5.7B
5%
Profit Margin (pre-tax)
28.1%
29.9%
+1.8pp
Return on Equity
13.7%
14.8%
+1.1pp
Diluted Earnings Per Share Growth
$7.70
$9.00
17%
(1)Non-GAAP financial performance metrics adjust selected GAAP-basis financial metrics to exclude the impact of certain notable items, which are non-GAAP financial measures.
Corporate scorecard: adjusted 2024–2025 financial results · Filed 11/03/2026
Large accelerated filer
Item 1: Consolidated Financial Statements (unaudited)
29
Consolidated Balance Sheets
29
Consolidated Statements of Income
30
Consolidated Statements of Comprehensive Income
30
Consolidated Statements of Changes in Stockholders’ Equity
31
Consolidated Statements of Cash Flows
32
Notes to Consolidated Financial Statements
33
Item 4: Controls and Procedures
73
Part II – Other Information
Item 1: Legal Proceedings
74
Item 1A: Risk Factors
74
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
74
Item 3: Defaults Upon Senior Securities
74
Item 4: Mine Safety Disclosures
74
Item 5: Other Information
74
Item 6: Exhibits
75
Signatures
76
i
CONSOLIDATED FINANCIAL HIGHLIGHTS
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
CONDENSED INCOME STATEMENTS ($ In Millions)
2026
2025
% CHANGE(1)
Noninterest Income
$
1,551.6
$
1,371.9
13
%
Net Interest Income
654.0
568.1
15
Total Revenue
2,205.6
1,940.0
14
Provision for Credit Losses
(3.0)
1.0
N/M
Noninterest Expense
1,508.0
1,417.6
6
Income before Income Taxes
700.6
521.4
34
Provision for Income Taxes
175.1
129.4
35
Net Income
$
525.5
$
392.0
34
%
PER COMMON SHARE
Net Income — Basic
$
2.72
$
1.91
43
%
— Diluted
2.71
1.90
43
Cash Dividends Declared Per Common Share
0.80
0.75
7
Book Value — End of Period (EOP)
65.40
61.65
6
Market Value — EOP
139.57
98.65
41
SELECTED BALANCE SHEET DATA ($ In Millions)
MARCH 31, 2026
DECEMBER 31, 2025
% CHANGE(1)
End of Period:
Total Assets
Dividend Payout Ratio
29.5
39.5
Net Interest Margin(1)
1.75
1.69
Standardized Approach
Advanced Approach
March 31, 2026
December 31, 2025
March 31, 2026
December 31, 2025
WELL-CAPITALIZED RATIOS
MINIMUM CAPITAL RATIOS
Capital Ratios:
Northern Trust Corporation
Common Equity Tier 1 Capital
12.0
%
12.6
%
14.3
%
15.0
%
N/A
4.5
%
Tier 1 Capital
12.9
13.5
15.3
16.0
6.0
6.0
Total Capital
15.3
16.1
18.0
18.8
10.0
8.0
Tier 1 Leverage
7.3
7.8
7.3
7.8
N/A
4.0
Supplementary Leverage
N/A
N/A
8.5
8.7
N/A
3.0
The Northern Trust Company
Common Equity Tier 1 Capital
11.6
%
12.1
%
14.1
%
14.6
%
6.5
%
4.5
%
Tier 1 Capital
11.6
12.1
14.1
14.6
8.0
6.0
Total Capital
13.7
14.3
16.4
17.0
10.0
8.0
Tier 1 Leverage
6.5
6.9
First-quarter 2026 consolidated financial highlights · Filed 30/04/2026
Large accelerated filer
Item 1: Consolidated Financial Statements (unaudited)
34
Consolidated Balance Sheets
34
Consolidated Statements of Income
35
Consolidated Statements of Comprehensive Income
35
Consolidated Statements of Changes in Stockholders’ Equity
36
Consolidated Statements of Cash Flows
37
Notes to Consolidated Financial Statements
38
Item 4: Controls and Procedures
83
Part II – Other Information
Item 1: Legal Proceedings
84
Item 1A: Risk Factors
84
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
84
Item 3: Defaults Upon Senior Securities
84
Item 4: Mine Safety Disclosures
84
Item 5: Other Information
84
Item 6: Exhibits
85
Signatures
86
i
CONSOLIDATED FINANCIAL HIGHLIGHTS
(UNAUDITED)
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
CONDENSED INCOME STATEMENTS ($ In Millions)
2026
2025
% CHANGE(1)
2026
2025
% CHANGE(1)
Noninterest Income
$
2,022.5
$
1,387.4
46
%
$
3,574.2
$
2,759.3
30
%
Net Interest Income
675.5
610.5
11
1,329.5
1,178.6
13
Total Revenue
2,698.0
1,997.9
35
4,903.7
3,937.9
25
Provision for Credit Losses
(5.3)
16.5
N/M
(8.3)
17.5
N/M
Noninterest Expense
1,638.6
1,416.6
16
3,146.6
2,834.2
11
Income before Income Taxes
1,064.7
564.8
89
1,765.4
1,086.2
63
Provision for Income Taxes
272.5
143.5
90
447.6
272.9
64
Net Income
$
792.2
$
421.3
88
%
$
1,317.8
$
813.3
62
%
PER COMMON SHARE
Net Income — Basic
$
4.25
$
2.14
98
%
$
6.97
$
4.05
72
%
— Diluted
4.23
2.13
98
6.93
23.1
37.2
Net Interest Margin(1)
1.81
1.69
1.78
1.69
Standardized Approach
Advanced Approach
June 30, 2026
December 31, 2025
June 30, 2026
December 31, 2025
WELL-CAPITALIZED RATIOS
MINIMUM CAPITAL RATIOS
Capital Ratios:
Northern Trust Corporation
Common Equity Tier 1 Capital
12.2
%
12.6
%
14.3
%
15.0
%
N/A
4.5
%
Tier 1 Capital
13.1
13.5
15.3
16.0
6.0
6.0
Total Capital
15.5
16.1
17.9
18.8
10.0
8.0
Tier 1 Leverage
7.6
7.8
7.6
7.8
N/A
4.0
Supplementary Leverage
N/A
N/A
8.6
8.7
N/A
3.0
The Northern Trust Company
Common Equity Tier 1 Capital
11.8
%
12.1
%
14.1
%
14.6
%
6.5
%
4.5
%
Tier 1 Capital
11.8
12.1
14.1
14.6
8.0
6.0
Total Capital
13.9
14.3
16.3
17.0
10.0
8.0
Tier 1 Leverage
6.8
6.9
6.8
6.9
5.0
4.0
June 2026 consolidated earnings and regulatory capital ratios · Filed 30/07/2026
◦Other Noninterest Income increased to $673.0 million in the current quarter primarily due to higher Other Operating Income, mainly driven by a $525.4 million gain related to Northern Trust’s participation in the second Visa, Inc.
Quarterly results: Visa exchange gain · Filed 30/07/2026
Exchange Offer, recorded in Other Operating Income and a $73.9 million (pre-tax) loss on available for sale debt securities sold in conjunction with a repositioning of the portfolio, recognized in Investment Security Gains (Losses)
Notable items: realized AFS securities loss · Filed 30/07/2026
(2) For the three and six months ended June 30, 2026, Noninterest Expense included a $61.5 million (pre-tax) charge related to software dispositions, recognized in Equipment and Software expense, as well as $51.0 million (pre-tax) of severance-related charges and a $33.1 million (pre-tax) expense related to the Invested as One equity grant to eligible employees, both recognized in Compensation and Benefits expense.
Notable items: software, severance and equity-grant expenses · Filed 30/07/2026
•Allocated in a mix that is predominantly equity based (75% for the CEO and 70% for other named executive officers).
Executive compensation: equity-based incentive mix · Filed 11/03/2026
•Performance stock units, which constitute 65% of long-term incentive compensation,(1) are based on achievement of three-year average ROE targets on an absolute basis and our three-year average ROE relative to that of our performance peer group.
Executive compensation: three-year absolute and relative ROE conditions · Filed 11/03/2026
•Short-term and long-term incentives are subject to potential clawback or forfeiture in the event of a financial restatement or certain misconduct, including inappropriate risk-taking resulting in significant negative risk outcomes.
Executive compensation: clawback and forfeiture provisions · Filed 11/03/2026
The stock ownership guidelines to which the Corporation’s executive officers currently are subject are as follows:
STOCK OWNERSHIP GUIDELINES(1)
EXPECTED OWNERSHIP AS MULTIPLE OF BASE SALARY
Chairman / CEO
8x
President
5x
Chief Operating Officer / Chief Financial Officer / Business Unit Heads
4x
Other Executive Officers
3x
(1)If an individual holds multiple positions subject to these stock ownership guidelines, he or she will be subject to the highest stock ownership guideline associated with his or her positions.
Executive compensation: stock ownership guidelines · Filed 11/03/2026
Led by Mr. Henderson, the independent members of the Board met ten times during fiscal year 2025 in regularly scheduled executive sessions (without the presence of the Chairman and CEO) to discuss various matters related to oversight, Board affairs, and CEO performance.
Governance: independent director executive sessions · Filed 11/03/2026
All incumbent directors during 2025 attended at least 75% of the total meetings of the Board and the committees on which they served occurring during the period in which they served.
Governance: actual director attendance · Filed 11/03/2026
Stockholder Right to Call Special Meetings
BOARD OVERSIGHT
Annual Strategic Planning Meeting with Board and Executive Officers
OTHER GOVERNANCE PRACTICES
No Plurality Voting in Uncontested Director Elections
No Staggered Board
No Poison Pill
No Supermajority Voting Requirements
BOARD INDEPENDENCE AND STRUCTURE
Majority Independent Directors
Engaged Lead Director
Frequent Executive Sessions for Independent Directors
Governance: shareholder rights and board structure · Filed 11/03/2026
2026 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
23
CORPORATE GOVERNANCE
Board Structure
LEADERSHIP STRUCTURE
The current leadership structure of the Board consists of a combined Chairman and CEO position (currently Mr.
Governance: combined chairman and CEO position · Filed 11/03/2026
The results of the 2025 Dodd-Frank Act Stress Test (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 beginning on October 1, 2025 through September 30, 2026.
Regulatory capital: stress buffer and effective CET1 requirement · Filed 30/04/2026
The results of the 2026 Dodd-Frank Act Stress Test (DFAST) were published by the Federal Reserve Board on June 24, 2026 and resulted in no change to the Corporation’s stress capital buffer.
Regulatory capital: 2026 stress-test buffer outcome · Filed 30/07/2026
12northerntrust.com | © 2026 Northern Trust Corporation 7.6% 8.0% 7.8% 7.3% 7.6% 2Q 2025 3Q 2025 4Q 2025 1Q 2026 2Q 2026 12.2% 12.4% 12.6% 12.0% 12.2% 2Q 2025 3Q 2025 4Q 2025 1Q 2026 2Q 2026 Standardized Tier 1 Leverage Northern Trust Corporation Capital Ratios 2Q 2026 Capital Ratios STANDARDIZED APPROACH ADVANCED APPROACH Common Equity Tier 1 Capital 12.2% 14.3% Tier 1 Capital 13.1% 15.3% Total Capital 15.5% 17.9% Tier 1 Leverage 7.6% 7.6% Supplementary Leverage N/A 8.6% Standardized Common Equity Tier 1 7.0% Regulatory Minimum 4.0% Regulatory Minimum Capital Update CAPITAL HIGHLIGHTS • Robust capital and liquidity ◦ $12.4 billion in Tier 1 capital ◦ 65% of average deposits covered by highly liquid assets including 30% by cash and central bank deposits ◦ Net unrealized after-tax losses on available-for-sale securities of $373.2 million as of June 30, 2026 • Declared $148.8 million in common stock dividends and $4.7 million in preferred stock dividends in 2Q 2026 • Repurchased $350.6 million of common stock in 2Q 2026 Capital ratios for the current quarter are considered preliminary until the Form 10-Q is filed with the Securities and Exchange Commission.
Capital update: liquid assets, deposits and securities losses · Filed 22/07/2026
As of December 31, 2025, the Corporation and the Bank were in compliance with applicable LCR requirements.
Liquidity standards: year-end LCR compliance · Filed 24/02/2026
As of December 31, 2025, the Corporation and the Bank were in compliance with applicable NSFR requirements.
Liquidity standards: year-end NSFR compliance · Filed 24/02/2026
Trust, Investment and Other Servicing Fees
1,349.5
1,341.4
1,231.1
Other Noninterest Income
673.0
210.2
156.3
Net Interest Income (FTE*)
683.1
661.6
615.2
Total Revenue (FTE*)
2,705.6
2,213.2
2,002.6
FTE Adjustment*
Diluted Earnings per Common Share
Average Assets
163,575.8
165,297.3
157,719.2
Total Pre-Tax Margin (FTE*)
39.6
32.0
28.4
pts
11.2
pts
Average Loans
Asset Servicing
5,800.6
5,632.5
5,812.8
Wealth Management
35,767.0
35,261.8
35,345.2
Total Average Loans
41,567.6
40,894.3
41,158.0
Average Deposits
Asset Servicing
100,980.6
102,421.0
95,506.7
Wealth Management
26,715.1
26,469.8
25,291.0
150.0
141.0
1,580.1
(91)
Total Average Deposits
127,845.7
129,031.8
122,377.8
(1) The current quarter charges related to software dispositions ($61.5 million) and severance ($51.0 million) are allocated to the Reporting Segments with $100.6 million allocated to Asset Servicing and $11.9 million allocated to Wealth Management.
Supplemental financial information: average deposits by segment · Filed 22/07/2026
Offices — Noninterest-Bearing
12,884.1
12,537.9
— Interest-Bearing
78,274.0
80,046.1
Total Deposits
145,580.0
142,797.7
Federal Funds Purchased
1,568.9
2,141.1
Securities Sold Under Agreements to Repurchase
175.6
292.2
Other Borrowings
8,627.2
7,158.3
Senior Notes
3,331.2
3,351.5
Long-Term Debt
2,073.3
3,484.4
Other Liabilities
4,539.4
4,949.6
Total Liabilities
165,895.6
164,174.8
STOCKHOLDERS' EQUITY
Preferred Stock, No Par Value; Authorized 10,000,000 shares:
Consolidated balance sheet: deposits and borrowings · Filed 30/07/2026
Capital, liquidity, and credit metrics remained strong and well above regulatory requirements, including a 12.6% CET1 ratio and a 7.8% Tier 1 leverage ratio, a conservative balance sheet duration under one year, and very strong credit quality, including no net charge-offs in 2025.
Risk outcomes: 2025 credit losses and balance-sheet duration · Filed 11/03/2026
NET UNREALIZED GAINS (LOSSES) ON CASH FLOW HEDGES
NET FOREIGN CURRENCY ADJUSTMENTS
NET PENSION AND OTHER POSTRETIREMENT BENEFIT ADJUSTMENTS
TOTAL
Balance at March 31, 2026
$
(445.9)
$
(4.4)
$
250.5
$
(436.8)
$
(636.6)
Net Change
72.7
(1.7)
9.0
4.9
84.9
Balance at June 30, 2026
$
(373.2)
$
(6.1)
$
259.5
$
(431.9)
$
(551.7)
(1) Includes net unrealized gains (losses) on debt securities transferred from AFS to HTM.
AOCI: June 2026 unrealized securities losses · Filed 30/07/2026
2,234.0
2,212.8
(2)
(1)
Interest Expense
1,513.8
1,580.0
1,602.3
(4)
(6)
Net Interest Income
675.5
654.0
610.5
3
11
Total Revenue
2,698.0
2,205.6
1,997.9
22
35
Provision for Credit Losses
(5.3)
(3.0)
16.5
N/M
N/M
Noninterest Expense
Compensation and Benefits
868.0
822.2
732.5
6
18
Outside Services
246.3
236.7
247.0
4
—
Equipment and Software
378.5
308.1
293.7
23
29
Occupancy
53.5
51.3
52.5
4
2
Other Operating Expense
92.3
89.7
90.9
3
2
Total Noninterest Expense
1,638.6
1,508.0
1,416.6
9
16
Income before Income Taxes
1,064.7
700.6
564.8
52
89
Provision for Income Taxes
272.5
175.1
143.5
56
90
NET INCOME
$
792.2
$
525.5
$
421.3
51
%
88
%
Preferred Stock Dividends
4.7
16.2
4.7
(71)
—
NET INCOME APPLICABLE TO COMMON STOCK
$
787.5
$
509.3
$
416.6
55
%
89
%
Earnings Allocated to Participating Securities
5.3
4.5
3.8
16
38
Earnings Allocated to Common Shares
$
782.2
$
504.7
$
412.8
55
%
90
%
Per Common Share
Net Income
Basic
$
4.25
$
2.72
$
2.14
56
%
98
%
Diluted
4.23
2.71
2.13
56
98
Average Common Equity
$
12,209.7
$
11,876.3
$
11,727.2
3
%
4
%
Return on Average Common Equity
25.9
%
17.4
%
14.2
%
Cash Dividends Declared per Common Share
$
0.80
$
0.80
$
0.75
—
%
7
%
Average Common Shares Outstanding (000s)
Basic
183,994
185,499
192,752
(1)
%
(5)
%
Diluted
184,890
186,539
193,375
(1)
(4)
Common Shares Outstanding (EOP) (000s)
182,956
185,047
191,233
2,759.3
30
Net Interest Income
Interest Income
4,423.4
4,353.7
2
Interest Expense
3,093.9
3,175.1
(3)
Net Interest Income
1,329.5
1,178.6
13
Total Revenue
4,903.7
3,937.9
25
Provision for Credit Losses
(8.3)
17.5
N/M
Noninterest Expense
Compensation and Benefits
1,690.2
1,486.6
14
Outside Services
483.0
492.2
(2)
Equipment and Software
686.6
574.6
19
Occupancy
104.8
105.9
(1)
Other Operating Expense
182.0
174.9
4
Total Noninterest Expense
3,146.6
2,834.2
11
Income before Income Taxes
1,765.4
1,086.2
63
Provision for Income Taxes
447.6
272.9
64
NET INCOME
$
1,317.8
$
813.3
62
%
Preferred Stock Dividends
20.9
20.9
—
NET INCOME APPLICABLE TO COMMON STOCK
$
1,296.9
$
792.4
64
%
Earnings Allocated to Participating Securities
9.8
7.4
33
Earnings Allocated to Common Shares
$
1,287.1
$
785.0
64
%
Per Common Share
Net Income
Basic
$
6.97
$
4.05
72
%
Diluted
Consolidated results: earnings, common equity and quarterly ROE · Filed 22/07/2026
exchange offer
—
223.2
—
74.4
Gain on the sale of equity investment
—
15.9
—
5.3
Net available for sale security losses recognized from sale or intent to sell
—
(48.0)
(39.6)
(29.2)
Charitable contribution
—
(17.2)
—
(5.7)
FDIC special assessment
2.3
(3.7)
(21.5)
(7.6)
Severance-related charges
(14.0)
(21.1)
(12.3)
(15.8)
Mark-to market activity on Visa swap agreements
(4.7)
—
—
(1.6)
Investment impairment
—
(1.9)
—
(0.6)
Legal settlement
—
(2.7)
—
(0.9)
Adjusted Net Income Applicable to Common Stock (Non-GAAP)
$
1,746.9
$
1,567.7
$
1,286.0
$
1,533.5
Average Common Equity (GAAP)
$
11,791.1
$
11,414.9
$
10,612.0
$
11,272.7
ROE (GAAP)
14.4
%
17.4
%
10.0
%
13.9
%
Adjusted ROE (Non-GAAP)
14.8
%
13.7
%
12.1
%
13.6
%
76
NORTHERN TRUST CORPORATION
EXECUTIVE COMPENSATION
The following table lists the actual number of shares distributed to each named executive officer on February 17, 2026 with respect to the performance stock units granted in 2023:
Compensation disclosures: GAAP and adjusted ROE reconciliation · Filed 11/03/2026
6northerntrust.com | © 2026 Northern Trust Corporation Balance Sheet and Capital Highlights NORTHERN TRUST CORPORATION REGULATORY CAPITAL HIGHLIGHTS STANDARDIZED APPROACH MINIMUM REQUIREMENT Common Equity Tier 1 12.6% 4.5% Tier 1 Capital 13.5% 6.0% Total Capital 16.1% 8.0% Tier 1 Leverage 7.8% 4.0% Total Capital Return $1,874 million Payout Ratio 111% All figures as of December 31, 2025.
2025 balance-sheet highlights: capital return and payout ratio · Filed 21/04/2026
For the three and six months ended June 30, 2026, the Corporation repurchased 2,129,047 and 4,617,195 shares of common stock, respectively, at a total cost of $350.6 million ($164.65 average price per share) and $709.5 million ($153.66 average price per share), respectively, including 4,861 and 456,475 shares withheld to satisfy tax withholding obligations related to share-based compensation, respectively.
Stockholders' equity: actual first-half repurchases · Filed 30/07/2026
During the current quarter, the Corporation declared cash dividends totaling $148.8 million to common stockholders and maintained its quarterly cash dividend of $0.80 per share on common stock from the previous quarter.
Capital actions: actual common dividends · Filed 22/07/2026
Outstanding shares of 182,955,653 and 186,337,588
408.6
408.6
Additional Paid-In Capital
1,044.4
1,039.0
Retained Earnings
17,706.5
16,709.3
Accumulated Other Comprehensive Loss
(551.7)
(590.5)
Treasury Stock (62,215,871 and 58,833,936 shares, at cost)
(6,091.1)
(5,493.4)
Total Stockholders’ Equity
13,401.6
12,957.9
Total Liabilities and Stockholders’ Equity
$
179,297.2
$
177,132.7
See accompanying notes to the consolidated financial statements.
Consolidated balance sheet: outstanding shares and equity · Filed 30/07/2026
SIX MONTHS ENDED JUNE 30, 2026
(In Millions)
TABLE 65: TOTAL COMPENSATION EXPENSE FOR SHARE-BASED PAYMENT ARRANGEMENTS
THREE MONTHS ENDED JUNE 30,
SIX MONTHS ENDED JUNE 30,
(In Millions)
2026
2025
2026
2025
Restricted Stock Unit Awards
$
49.7
$
16.3
$
107.3
$
73.8
Performance Stock Units
3.1
1.9
19.8
16.3
Total Share-Based Compensation Expense
52.8
18.2
127.1
90.1
Tax Benefits Recognized
$
12.9
$
4.5
$
31.1
$
22.1
Note 19 – Variable Interest Entities
Share-based compensation: reported expense · Filed 30/07/2026
As of June 30, 2026, Northern Trust had $80.2 million of investments valued using net asset value per share and had no unfunded commitments related to seed capital investments.
Variable interest entities: seed investments and commitments · Filed 30/07/2026
92 2025 ANNUAL REPORT | NORTHERN TRUST CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31,
Purchases and Development of Computer Software
(700.2)
(644.0)
(559.3)
Proceeds from the sale of Visa Shares
12.1
800.6
—
Other Investing Activities, net
(986.3)
793.1
(33.5)
Net Cash (Used in) Provided by Investing Activities
(20,169.9)
(2,563.5)
4,784.1
CASH FLOWS FROM FINANCING ACTIVITIES
Change in Deposits
16,809.1
6,330.8
(8,478.4)
Change in Federal Funds Purchased
(18.4)
(885.9)
1,148.6
Change in Securities Sold under Agreements to Repurchase
(169.8)
(322.7)
217.5
Change in Short-Term Other Borrowings
566.8
(103.8)
(1,059.1)
Proceeds from Long-Term Debt
750.0
—
2,000.0
Repayments of Long-Term Debt
(1,350.0)
—
—
Proceeds from Senior Notes
499.8
—
—
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
(11.1)
(6.4)
(2.7)
Net Cash Provided by (Used in) Financing Activities
15,175.9
3,439.5
(7,182.6)
Effect of Foreign Currency Exchange Rates on Cash
656.4
(504.3)
(89.8)
Change in Cash and Due from Banks
1,195.9
(114.3)
137.3
Cash and Due from Banks at Beginning of Period
4,677.2
4,791.5
4,654.2
Cash and Due from Banks at End of Period
$
5,873.1
$
4,677.2
$
4,791.5
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest Paid
$
6,223.7
$
7,610.3
$
5,285.5
Income Taxes Paid(2)
426.8
268.6
362.5
Transfers from Loans to OREO
Northern Trust elected not to measure an allowance for credit losses for accrued interest receivables related to its loan and securities portfolios as its policy is to write-off uncollectible accrued interest receivable balances in a timely manner.
Cash flows: software spending, financing and distributions · Filed 24/02/2026
Our competitors include a broad range of financial institutions and service companies, including other custodial banks, investment counseling firms, deposit-taking institutions, asset management firms, benefits consultants, trust companies, investment banking firms, insurance companies, and various financial technology companies, including software providers and data services firms.
Competition: generic competitor categories · Filed 24/02/2026
The peer group utilized by the Committee for setting compensation has historically consisted of the Corporation’s most comparable trust and custody peers, as well as certain other banking, wealth management and asset management firms that are similar to the Corporation in certain respects, though not necessarily representing primary business competitors.
Compensation peers: limits on identifying business competitors · Filed 11/03/2026
Northern Trust voluntarily waived $8.8 million and $64.2 million of money market fund fees for the years ended December 31, 2023, and December 31, 2022, respectively, related to certain competitive factors.
Historical fund disclosures: competitive fee waivers · Filed 27/02/2024
Northern Trust does not have any contractual obligations to provide financial support to the funds.
Investment funds: absence of contractual financial-support obligations · Filed 30/07/2026
