北方信托 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoCommission File No. 001-36609 NORTHERN TRUST CORPORATION (Exact name of registrant as specified in its charter)____________________________________________________________ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes☒No☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Emerging growth company☐Non-accelerated filer☐Smaller reporting 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. □Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). □ Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).Yes☐No☒The aggregate market value of the registrant’s common stock as of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), based upon the last sale price of the common stock at June 30, 2025 as reported by The NASDAQ Stock Market LLC, held by non-affiliates was approximately $24.1 billion. Determination of stock ownership by non-affiliates was made solely for the purpose of responding to thisrequirement and the registrant is not bound by this determination for any other purpose.At January 31, 2026, 185,827,803 shares of common stock, $1.66 2/3 par value, were outstanding. PART I Item 1Business1Item 1ARisk Factors13Item 1BUnresolved Staff Comments33Item 1CCybersecurity34Item 2Properties35Item 3Legal Proceedings35Item 4Mine Safety Disclosures35Supplemental ItemInformation About Our Executive Officers36 PART II Item 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities38Item 6Reserved39Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations40Item 7AQuantitative and Qualitative Disclosures About Market Risk88Item 8Financial Statements and Supplementary Data89Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure165Item 9AControls and Procedures165Item 9BOther Information167Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections167 PART III Item 10Directors, Executive Officers and Corporate Governance167Item 11Executive Compensation167Item 12Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters167Item 13Certain Relationships and Related Transactions, and Director Independence167Item 14Principal Accountant Fees and Services167 PART IV Item 15Exhibits and Financial Statement Schedules168Item 16Form 10-K Summary171 Signatures172 GLOSSARY OF TERMS When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below: GLOSSARY OF TERMS (continued) FASBFinancial Accounting Standards BoardFCAFinancial Conduct AuthorityFDIAFederal Deposit Insurance ActFDICFederal Deposit Insurance CorporationFederal Reserve BoardThe Bo