NTRS 10-K Annual Report Dec. 31, 2023

NORTHERN TRUST CORP

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TABLE OF CONTENTS

Part I Item 1 Business Item 1A - Risk Factors Item 1B Unresolved Staff Comments Item 1C Cybersecurity Item 2 Properties Item 3 Legal Proceedings Item 4 Mine Safety Disclosures Part II Item 5 Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6 [reserved]Item 7 Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 7A Quantitative and Qualitative Disclosures About Market Risk Item 8 Financial Statements and Supplementary Data Note 1 Summary Of Significant Accounting Policies Note 2 Recent Accounting Pronouncements Note 3 Fair Value Measurements Note 4 Securities Note 5 Loans Note 6 Allowance For Credit Losses Note 7 Concentrations Of Credit Risk Note 8 Buildings and Equipment Note 9 Lease Commitments Note 10 Goodwill and Other Intangibles Note 11 Deposits Note 12 Senior Notes and Long-term Debt Note 13 Stockholders Equity Note 14 Accumulated Other Comprehensive Income (loss)Note 15 Net Income Per Common Share Note 16 Revenue From Contracts with Clients Note 17 Net Interest Income Note 18 Other Operating Income Note 19 Other Operating Expense Note 20 Income Taxes Note 21 Employee Benefits Note 22 Share-based Compensation Plans Note 23 Cash-based Compensation Plans Note 24 Commitments and Contingent Liabilities Note 25 Derivative Financial Instruments Note 26 Securities Purchased Under Agreements To Resell and Securities Sold Under Agreements To Repurchase Note 27 Offsetting Of Assets and Liabilities Note 28 Variable Interest Entities Note 29 Pledged Assets, Accepted Collateral and Restricted Assets Note 30 Restrictions on Subsidiary Dividends and Loans Or Advances Note 31 Reporting Segments and Related Information Note 32 Regulatory Capital Requirements Note 33 Northern Trust Corporation (corporation Only)Note 34 Subsequent Events Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A Controls and Procedures Item 9B Other Information Item 9C Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Part III Item 10 Directors, Executive Officers and Corporate Governance Item 11 Executive Compensation Item 12 Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13 Certain Relationships and Related Transactions, and Director Independence Item 14 Principal Accountant Fees and Services Part IV Item 15 Exhibits and Financial Statement Schedules Item 15(a)(3) Exhibits Item 16 Form 10-k Summary

Exhibits

(i)** Amendment Number One to The Northern Trust Company Death Benefit Plan, dated July 11, 2019 and effective May 17, 2019 (incorporated herein by reference to Exhibit 10.20(i) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2020). (ii)** Amendment Number Two to The Northern Trust Company Death Benefit Plan, dated July 29, 2019 and effective May 17, 2019 (incorporated herein by reference to Exhibit 10.20(ii) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2020). (iii)** Amendment Number Three to The Northern Trust Company Death Benefit Plan, dated March 18, 2020 and effective May 17, 2019 (incorporated herein by reference to Exhibit 10.20(iii) to the Corporations Annual Report on Form 10-K for the year ended December 31, 2020). (iv)** Amendment Number Four to The Northern Trust Company Death Benefit Plan, dated June 22, 2022 and effective May 4, 2022 (incorporated herein by reference to Exhibit 10.19(iv) to the Corporations Annual Report on Form 10-K for the fiscal year ended December 31, 2022). 10.19** Transition Agreement by and between Northern Trust Corporation and Shundrawn A. Thomas, dated as of May 3, 2022 (incorporated herein by reference to Exhibit 10.1 to the Corporations Current Report on Form 8-K filed May 3, 2022). 21 Subsidiaries of the Registrant. 23 Consent of Independent Registered Public Accounting Firm. 31.1 Rule 13a-14(a)/15d-14(a) Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Rule 13a-14(a)/15d-14(a) Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certifications of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Northern Trust Corporation Rule 10D-1 Incentive-Based Compensation Recoupment Policy

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NTRS 10-K Fiscal year ended Dec. 31, 2023

Exhibits