Northern Trust Corp Files Preliminary Prospectus for Senior Notes Due 2031 & 2036

Overview of Offering

On November 5, 2026, Northern Trust Corporation filed a preliminary prospectus supplement on Form 424B5 under Registration Statement No. 333-297829 for an offering of two tranches of senior unsecured debt securities:

1. Senior Notes due 2031
2. Senior Notes due 2036

Pricing terms, including aggregate principal amounts, coupon rates, and public offering prices, are subject to completion.

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Key Terms & Structure

• Ranking: Unsecured and ranks equally with all other existing and future senior indebtedness of Northern Trust Corporation. Structurally subordinated to liabilities of subsidiaries, including deposits at The Northern Trust Company.
• Redemption: The notes are not redeemable prior to maturity.
• Interest Payments: Semi-annually in arrears, commencing in 2027.
• Listing: The notes will not be listed on any securities exchange.
• Joint Book-Running Managers: BofA Securities, Citigroup, Goldman Sachs & Co. LLC, Morgan Stanley, and Siebert Williams Shank.
• Use of Proceeds: General corporate purposes.

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Key Considerations & Covenant Highlights

• Limited Acceleration Rights: Consistent with recent banking debt structures, acceleration is restricted to payment defaults (subject to a 30-day cure period for principal or interest) and specified bankruptcy/insolvency events. Covenant defaults do not trigger immediate acceleration rights.