Gibson Guy 4

What Happened

• Guy Gibson, Co‑President, Asset Servicing at Northern Trust (NTRS), was credited with a 6,449‑share award/acquisition on 2026‑02‑05 (reported on Form 4). The award/vesting was recorded at $0.00 per share.
• As part of the vesting, 925 shares were withheld and treated as a disposition to satisfy federal, state and Medicare tax withholding at $148.88 per share, totaling $137,714. A previously reported vesting of 1,968 stock units resulted in 925 shares withheld for taxes and 1,043 shares delivered to Gibson.

Key Details

• Transaction date: 2026‑02‑05. Award price: $0.00; tax‑withheld shares disposed at $148.88 each (925 shares; $137,714).
• Shares acquired: 6,449 shares (award/vesting). Shares disposed (withheld for taxes): 925 shares.
• Footnotes: F1 notes inclusion of 29,332 stock units payable 1‑for‑1 in common stock; F2 explains the 925‑share tax withholding on vesting of 1,968 previously reported units, with 1,043 shares distributed to Gibson.
• Shares owned after the transaction are not specified in this filing.
• Filing timeliness: Reported on 2026‑02‑09 for a 2026‑02‑05 transaction; this filing date falls within the standard Form 4 reporting window.

Context

• This was an award/vesting event, not an open‑market purchase or sale—tax withholding (code F) is routine when restricted stock/units vest and does not by itself signal a change in insider market sentiment.
• The withholding constituted a cashless-like settlement of tax obligations; the remainder of vested shares were distributed to the insider.