北方信托美股招股说明书(2025-11-13版)

$750,000,000 5.117%Fixed-to-FixedRate Subordinated Notes due 2040 The 4.150% Senior Notes due 2030 (the “senior notes”) will bear interest at an annual rate of 4.150%, payable semi-annually in arrears on May 19 and November19 of each year, beginning on May 19, 2026. The senior notes will not be redeemable prior to maturity. The 5.117%Fixed-to-FixedRate Subordinated Notes due 2040 (the “subordinated notes” and, together with the senior notes, the “notes”) will bear interest from,and including, November 19, 2025 to, but excluding, November 19, 2035 (the “subordinated notes reset date”) at a fixed rate of 5.117% per annum, and from, andincluding the subordinated notes reset date to, but excluding, the maturity date of the subordinated notes at a rate per annum which will be the Five-Year U.S. TreasuryRate as of the subordinated notes reset determination date (as such terms are defined herein) plus 105 basis points per annum, in each case, payable semi-annually inarrears on May 19 and November 19 of each year, beginning on May 19, 2026. We may redeem the subordinated notes in whole, but not in part, on the subordinatednotes reset date, at a redemption price equal to 100% of the principal amount of the subordinated notes to be redeemed plus accrued and unpaid interest thereon to, butexcluding, the redemption date. The senior notes will be unsecured and rank equally with all of our other existing and future senior debt. The subordinated notes will be unsecured and rank juniorto all of our depositors, general creditors, and existing and future senior indebtedness. Holders of the subordinated notes may not accelerate the maturity date of thesubordinated notes, except in the event of a receivership, insolvency, liquidation, or similar proceeding involving us. See “Risk Factors” beginning on pageS-6of this prospectus supplement and beginning on page 3 of the accompanying prospectus to readabout important factors you should consider before buying the notes. None of the U.S. Securities and Exchange Commission, any state securities commission or any other regulatory body has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. (1)See “Underwriting.” The initial public offering prices set forth above do not include accrued interest, if any. Interest on the notes will accrue from November 19,2025 and must be paidby the purchasers if the notes are delivered after that date. The notes will not be listed on any securities exchange. Currently, there is no public market for the notes. The notes are not deposits or other obligations of a bankand are not insured by the Federal Deposit Insurance Corporation or other governmental agency. The underwriters expect to deliver the notes through the facilities of The Depository Trust Company and its participants, including Euroclear Bank SA/NV andClearstream Banking S.A., against payment in New York, New York on or about November 19, 2025. Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE SENIOR NOTESDESCRIPTION OF THE SUBORDINATED NOTESU.S. FEDERAL INCOME TAX CONSIDERATIONS FORNON-U.S.HOLDERSCERTAIN ERISA CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTS PROSPECTUS ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONRISK FACTORSFORWARD-LOOKING STATEMENTSNORTHERN TRUST CORPORATIONUSE OF PROCEEDSDESCRIPTION OF THE DEBT SECURITIESPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the notes we are offering andcertain other matters relating to us and our financial condition. The second part, the accompanying prospectus, gives more general information aboutsecurities we may offer from time to time, some of which does not apply to the notes we are offering. Generally, when we refer to this prospectus, weare referring to both parts of this document combined. To the extent any information in this prospectus supplement, including the description of thenotes, differs from the information in the accompanying prospectus, you should rely on the information in this prospectus supplement. You should rely only on the information contained in this document or to which this document refers you, or other offering materials filed by uswith the U.S. Securities and Exchange Commission (the “SEC”). We have not authorized anyone, and we have not authorized the underwriters toauthorize anyone, to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated