O'Grady Michael 4

What Happened

• Michael O'Grady, Chairman & CEO of Northern Trust (NTRS), received an award of 72,642 stock units that converted 1-for-1 into common shares on Feb 17, 2026. To cover tax obligations, 32,181 shares were surrendered/removed (disposed) at an effective price of $147.24 per share, equal to $4,738,330. The remaining 40,461 shares were transferred into the reporting person's existing trust.

Key Details

• Transaction date: 2026-02-17; Form 4 filed: 2026-02-19 (filed two days after the transaction).
• Award/acquisition: 72,642 shares (code A) at $0.00 (stock units converting to shares).
• Tax withholding/payment: 32,181 shares disposed (code F) at $147.24 per share, totaling $4,738,330.
• Net effect: +40,461 shares retained/transferred to his trust (72,642 acquired − 32,181 withheld).
• Footnotes: F1 — these were stock units payable 1-for-1 as common stock; F2 — 40,461 shares were transferred into the reporting person's existing trust; F3 — the reporting person's spouse is trustee of that trust.
• Filing timeliness: Appears timely (Form 4 filed two business days after the transaction).

Context

• This was an award vesting and related tax-withholding transaction, not an open‑market purchase. Shares withheld to cover taxes are common and do not necessarily indicate a buy/sell signal. The net result increased O'Grady's beneficial holdings by 40,461 shares held in his trust.