Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022     NORTHERN TRUST CORPORATION (Exact name of Registrant as Specified in Charter)       Delaware   001-36609   36-2723087 (State or other Jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   50 South LaSalle Street , Chicago ,  Illinois   60603 (Address of Principal Executive Offices)   (Zip Code) 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:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)   ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)   ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))   ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol   Name of each exchange on which registered Common Stock, $1.66 2/3 Par Value   NTRS   The NASDAQ Stock Market LLC Depositary Shares, each representing 1/1,000 th interest in a share of Series E Non-Cumulative Perpetual Preferred Stock   NTRSO   The NASDAQ Stock Market LLC 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 8.01 Other Events. On May 10, 2022, Northern Trust Corporation (the “ Company ”) issued $1,000,000,000 of its 4.00% Senior Notes due 2027 (the “ Notes ”) pursuant to an underwriting agreement, dated as of May 5, 2022, by and among the Company, Wells Fargo Securities, LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, Loop Capital Markets LLC and Siebert Williams Shank & Co., LLC, as representatives of the several underwriters listed therein. The Notes were issued in a public offering pursuant to an indenture, dated as of May 8, 2017, as amended and supplemented by a fifth supplemental indenture, dated as of May 10, 2022, between the Company and The Bank of New York Mellon Trust Company, National Association, as trustee. The Notes are unsecured obligations of the Company and rank equally with all of the Company’s existing and future senior debt. The Notes will mature on May 10, 2027. The Notes will bear interest from the date they are issued at an annual rate of 4.00%, payable semi-annually in arrears on May 10 and November 10 of each year, beginning on November 10, 2022. On or after April 10, 2027, the Notes will be redeemable, at the Company’s option, in whole or in part at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date. The Notes were offered pursuant to the Company’s shelf Registration Statement on Form S-3 (Registration No. 333-240299) and the prospectus included therein, filed with the Securities and Exchange Commission on August 3, 2020, and supplemented by the prospectus supplement, dated May 5, 2022.   Item 9.01 Financial Statements and Exhibits   (d) Exhibits   Exhibit No.    Description   1.1    Underwriting Agreement, dated as of May 5, 2022, among Northern Trust Corporation and Wells Fargo Securities, LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, Loop Capital Markets LLC and Siebert Williams Shank & Co., LLC, as representatives of the underwriters named therein.   4.1    Fifth Supplemental Indenture, dated as of May 10, 2022, between Northern Trust Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee.   4.2    Form of 4.00% Senior Notes due 2027 (included in Exhibit 4.1).   5.1    Opinion of Mayer Brown LLP, counsel for Northern Trust Corporation, as to the validity of the Notes. 23.1    Consent of Mayer Brown LLP (included in Exhibit 5.1). 104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.   2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 10, 2022   Northern Trust Corporation By:   /s/ Brad A. Kopetsky   Brad A. Kopetsky   Corporate Secretary   3