NORTHERN TRUST CORP (NTRS) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that NORTHERN TRUST CORP surfaced in its latest filing.

• The rapid increases in interest rates during 2022 and 2023 adversely impacted the value of certain investment securities, and consequently our capital, liquidity, and earnings.2022 to 2023
• Our non-U.S. operations accounted for 30% of our revenue in 2025.2025
• The failures in 2023 of Silicon Valley Bank, Signature Bank, and First Republic Bank resulted in increased regulatory scrutiny and heightened supervisory expectations.2023
• The Financial Services and Markets Act 2023 contains provisions that will eventually repeal all EU rules and regulations relating to financial services that were incorporated into UK law following Brexit.2023
• Enactment and implementation of the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (GENIUS ACT).2025
• Potential enactment of the Digital Asset Market Clarity Act of 2025 (CLARITY Act).2025
• Series D Non-Cumulative Perpetual Preferred Stock and Series E Non-Cumulative Perpetual Preferred Stock impose restrictions on capital return: failure to pay full dividends prohibits dividends or repurchases on common stock or junior shares.
• Default on certain outstanding debt prohibits common stock dividend payments until cured.
• On July 22, 2025, Board authorized a $2.5 billion share repurchase program with $1.9 billion remaining as of December 31, 2025.July 22, 2025
• The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases; proposals to increase the rate may impact future capital return strategies.2022