8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 26, 2022

NORTHERN TRUST CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (312) 630-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01.    Regulation FD Disclosure

On April 26, 2022, at approximately 10:30 a.m. (CT), Michael G. O’Grady, Chairman and Chief Executive Officer of the Corporation (the “Corporation”), spoke at the Corporation’s Annual Meeting of Stockholders (the “Annual Meeting”). A webcast of the presentation will be available for replay for 30 days from the presentation date and can be accessed from the “Investor Relations” section of the Corporation’s website at www.northerntrust.com/about-us/investor-relations. Attached as Exhibit 99.1 are the slides that Mr. O’Grady presented at the Annual Meeting.

The information in this Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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2northerntrust.com | © 2022 Northern Trust Corporation This presentation may include statements which constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward- looking statements are identified typically by words or phrases such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “likely,” “plan,” “goal,” “target,” “strategy,” and similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements include statements, other than those related to historical facts, that relate to Northern Trust’s financial results and outlook, capital adequacy, dividend policy and share repurchase program, accounting estimates and assumptions, credit quality including allowance levels, future pension plan contributions, effective tax rate, anticipated expense levels, contingent liabilities, acquisitions, strategies, market and industry trends, and expectations regarding the impact of accounting pronouncements and legislation. Forward-looking statements also include statements, other than those related to historical facts, that relate to the ongoing COVID-19 pandemic and its impact on global economic and market conditions and Northern Trust’s business, financial condition, and results of operations. These statements are based on Northern Trust’s current beliefs and expectations of future events or future results, and involve risks and uncertainties that are difficult to predict and subject to change. These statements are also based on assumptions about many important factors, including the factors discussed in Northern Trust’s most recent annual report on Form 10-K and other filings with the U.S. Securities and Exchange Commission, all of which are available on Northern Trust’s website. We caution you not to place undue reliance on any forward-looking statement as actual results may differ materially from those expressed or implied by forward-looking statements. Northern Trust assumes no obligation to update its forward-looking statements. FORWARD-LOOKING STATEMENTS

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7northerntrust.com | © 2022 Northern Trust Corporation $ IN MILLIONS EPS AND ROE ARE ACTUAL NUMBERS FISCAL YEAR 2021 % CHANGE VS. 2020 Noninterest Income $5,082 +9% Net Interest Income 1,383 (4%) Total Revenue 6,465 6% Provision for Credit Losses (82) N/M Total Expenses 4,536 +4% Net Income 1,545 28% Earnings Per Share (EPS) $7.14 $5.48 Return on Average Common Equity (ROE) 13.9% 11.2% As of December 31, 2021. N/M = not meaningful TRUE PERFORMANCE $16.2T AS S E T S UN D E R CUS T OD Y / AD M I N I S T R AT I ON $1.6T AS S E T S UN D E R M AN AG E M E N T $184B B ALAN CE S HE E T

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