O'Grady Michael 4

What Happened

• Michael O'Grady, Chairman and CEO of Northern Trust (NTRS), exercised stock options to acquire 34,489 shares and concurrently had 21,739 shares disposed to cover taxes/withholding on January 29, 2026.
• Details: 34,489 shares acquired at an exercise price of $58.25 per share (total cost $2,008,984). Separately, 21,739 shares were disposed/withheld at $150.78 per share for tax/exercise settlement, resulting in proceeds of $3,277,806. The transaction records also show the derivative/option converted/exercised (no cash amount).
• Net effect: +12,750 shares retained (34,489 acquired minus 21,739 withheld/sold).

Key Details

• Transaction date: 2026-01-29; SEC filing date: 2026-02-02 (filed within the required reporting window).
• Option exercise (code M) and tax/withholding disposition (code F) recorded. The F entry reflects shares used to satisfy tax withholding or exercise price obligations.
• Prices: exercise price $58.25 per share; withholding/sale price $150.78 per share.
• Shares owned after transaction: not provided in the supplied data (net increase of 12,750 shares based on these entries).
• Footnotes of note:
  • F1: Stock units payable 1-for-1 in common stock.
  • F2: Reporting person’s spouse is trustee of this trust (related trust holdings).
  • F3: The option became exercisable in four equal annual installments beginning 2/16/2017 (vesting schedule).

Context

• This is a cashless-style exercise: options were exercised and a portion of the resulting shares were surrendered/sold to cover the exercise price and tax withholding — a common, routine practice rather than an open-market purchase or sale for investment reasons.
• Such transactions record option conversion (derivative exercised) plus the withholding/sale used to satisfy tax obligations; they do not necessarily reflect a change in the insider’s market sentiment.