Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-291018
Northern Trust Corporation
Pricing Term Sheet
November 12, 2025
4.150% Senior Notes due 2030
5.117% Fixed-to-Fixed Rate Subordinated Notes due 2040
Terms Applicable to the Senior Notes
| Issuer | Northern Trust Corporation | |
| Security | 4.150% Senior Notes due 2030 | |
| Expected Ratings* | A2 (Stable) / A+ (Stable) / A+ (Stable) (Moody’s / S&P / Fitch) | |
| Currency | USD | |
| Principal Amount | $500,000,000 | |
| Maturity | November 19, 2030 | |
| Coupon | 4.150% | |
| Payment Frequency | Semi-Annually | |
| Day Count Convention | 30/360 | |
| Redemption | None | |
| Benchmark Treasury | 3.625% US Treasury due October 31, 2030 | |
| Spread to Benchmark Treasury | +50 bps | |
| Benchmark Treasury Price / Yield | 99-26 3/4 / 3.661% | |
| Yield to Maturity | 4.161% | |
| Price to Public | 99.951% of principal amount | |
| Proceeds (Before Expenses) to Issuer | $498,005,000 (99.601%) | |
| Interest Payment Dates | May 19 and November 19 of each year, commencing May 19, 2026 | |
| Trade Date | November 12, 2025 | |
| Settlement Date | November 19, 2025 (T+5) | |
| Denominations | $2,000 x $1,000 | |
| CUSIP / ISIN | 665859AY0 / US665859AY02 | |
Terms Applicable to the Subordinated Notes
| Issuer | Northern Trust Corporation | |
| Security | 5.117% Fixed-to-Fixed Rate Subordinated Notes due 2040 | |
| Expected Ratings* | A2 (Stable) / A (Stable) / A (Stable) (Moody’s / S&P / Fitch) | |
| Currency | USD | |
| Principal Amount | $750,000,000 | |
| Maturity Date | November 19, 2040 | |
| Coupon | From (and including) Settlement Date to (but excluding) November 19, 2035 (the “Reset Date”), interest on the Subordinated Notes will be payable at a fixed rate of 5.117% per annum, and from (and including) the Reset Date to (but excluding) the Maturity Date, interest on the Subordinated Notes will be payable at a rate per annum which will be the Five-Year U.S. Treasury Rate as of the day falling two business days prior to the Reset Date plus 1.050% per annum. | |
| Payment Frequency | Semi-Annually | |
| Day Count Convention | 30/360 | |
| Optional Redemption | Redeemable in whole, but not in part, by the Issuer on, and only on, the Reset Date at 100% of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the redemption date | |
| Benchmark Treasury | 4.250% US Treasury due August 15, 2035 | |
| Spread to Benchmark Treasury | +105 bps | |
| Benchmark Treasury Price / Yield | 101-14+ / 4.067% | |
| Yield to Maturity | 5.117% | |
| Price to Public | 100.000% of principal amount | |
| Proceeds (Before Expenses) to Issuer | $746,625,000 (99.550%) | |
| Interest Payment Dates | May 19 and November 19 of each year, commencing May 19, 2026 | |
| Trade Date | November 12, 2025 | |
| Settlement Date | November 19, 2025 (T+5) | |
| Denominations | $2,000 x $1,000 | |
| CUSIP / ISIN | 665859AZ7 / US665859AZ76 | |
| Joint Book-Running Managers | BofA Securities, Inc. Citigroup Global Markets Inc. J.P. Morgan Securities LLC Siebert Williams Shank & Co., LLC | |
| Co-Managers | Academy Securities, Inc. Goldman Sachs & Co. LLC Loop Capital Markets LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC | |
*Note: A security rating is not a recommendation to buy, sell or hold securities, and may be subject to revision or withdrawal at any time by the assigning rating organization. Each rating should be evaluated independently of any other rating.
The Issuer has filed a registration statement (including a preliminary prospectus supplement and the accompanying prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and the accompanying prospectus if you request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, Citigroup Global Markets Inc. toll-free at 1-800- 831-9146 or J.P. Morgan Securities LLC toll-free at 1-212-834-4533,or Siebert Williams Shank at 1-800-924- 1311.
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