NORTHERN TRUST CORPNTRS
NORTHERN TRUST CORP Debt Disclosure
Senior Notes and Long-Term Debt
Senior Notes. On November 19, 2025, the Corporation issued $500 million of 4.15% senior notes, due November 19, 2030. The senior notes will bear interest from the date they were issued at an annual rate of 4.15%, payable semi-annually in arrears. The senior notes are unsecured and rank equally with all of the Corporation's existing and future senior debt. The senior notes are not redeemable prior to maturity.
A summary of Senior Notes outstanding at December 31, 2025 and 2024 is presented in the following table.
TABLE 76: SENIOR NOTES
| DECEMBER 31, | |||||||||||
| ($ In Millions) | RATE | 2025 | 2024 | ||||||||
| Corporation-Senior Notes | |||||||||||
Fixed Rate Note Due May 2027(1) | 4.00 | % | $ | 999.0 | $ | 998.3 | |||||
Fixed Rate Note Due August 2028(2)(3) | 3.65 | 493.5 | 479.6 | ||||||||
Fixed Rate Note Due May 2029(2)(3) | 3.15 | 483.1 | 465.3 | ||||||||
Fixed Rate Note Due May 2030(2)(3) | 1.95 | 879.8 | 826.5 | ||||||||
Fixed Rate Note Due November 2030(3)(4) | 4.15 | 496.1 | — | ||||||||
| Total Senior Notes | $ | 3,351.5 | $ | 2,769.7 | |||||||
(1) Redeemable within one month of maturity.
(2) Redeemable within three months of maturity.
(3) Interest rate swap contracts were entered into to modify the interest expense from fixed rates to floating rates. The swaps are recorded as fair value hedges and (decreases) increases in the carrying values of senior notes outstanding of $(142.2) million and $(224.2) million were recorded as of December 31, 2025 and 2024, respectively. See further detail in Note 25, “Derivative Financial Instruments.”
(4) Not redeemable prior to maturity.
Long-Term Debt. On November 19, 2025, the Corporation issued $750 million of 5.117% subordinated notes, due November 19, 2040. The subordinated notes will bear interest from the date they were issued at an annual rate of 5.117%, payable semi-annually in arrears until, but excluding November 19, 2035. From, and including November 19, 2035, the subordinated notes will bear a fixed interest rate equal to the five-year U.S. Treasury Rate plus 105 basis points per annum payable semi-annually in arrears. The subordinated notes are unsecured and rank junior to all of the Corporation's existing and future senior debt. On, and only on, November 19, 2035, the subordinated notes may be redeemed, in whole but not in part, at a redemption price equal to 100% of the principal amount of the subordinated notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
A summary of Long-Term Debt, defined as debt with original maturities of one year or more, outstanding at December 31, 2025 and 2024 is presented in the following table. We do not reclassify Long-Term Debt to short-term borrowings within a year of maturity.
TABLE 77: LONG-TERM DEBT
| DECEMBER 31, | |||||||||||
| ($ In Millions) | RATE | 2025 | 2024 | ||||||||
| Corporation-Subordinated Debt | |||||||||||
Fixed Rate Note due October 2025(1) | 3.950 | % | $ | — | $ | 736.0 | |||||
Fixed-to-Floating Rate Note due May 2032(2) | 3.375 | 349.9 | 349.8 | ||||||||
Fixed Rate Note due November 2032(3) | 6.125 | 996.0 | 995.5 | ||||||||
Fixed-to-Fixed Rate Note due November 2040(4)(5) | 5.117 | 738.5 | — | ||||||||
| Total Corporation-Subordinated Debt | $ | 2,084.4 | $ | 2,081.3 | |||||||
| Federal Home Loan Bank (FHLB) Advances | |||||||||||
FHLB Fixed Rate Advance due December 2025 | 5.13 | % | $ | — | $ | 30.0 | |||||
FHLB Fixed Rate Advance due December 2025 | 5.18 | — | 570.0 | ||||||||
FHLB Fixed Rate Advance due March 2026 | 5.13 | 600.0 | 600.0 | ||||||||
FHLB Fixed Rate Advance due June 2026 | 5.09 | 800.0 | 800.0 | ||||||||
| Total FHLB Advances | $ | 1,400.0 | $ | 2,000.0 | |||||||
| Total Long-Term Debt | $ | 3,484.4 | $ | 4,081.3 | |||||||
| Long-Term Debt Qualifying as Risk-Based Capital | $ | 2,097.3 | $ | 1,347.1 | |||||||
(1) Redeemed in October 2025.
(2) The subordinated notes will bear interest from the date they were issued to, but excluding, May 8, 2027, at an annual rate of 3.375%, payable semi-annually in arrears. Effective February 27, 2023, the Board of Governors of the Federal Reserve adopted a final rule to implement the Adjustable Interest Rate (LIBOR) Act (the “LIBOR Act”). The final rule establishes benchmark replacements for contracts governed by U.S. law that reference certain tenors of U.S. dollar LIBOR after June 30, 2023. Pursuant to the final rule, three-month LIBOR will be replaced by the three-month CME Term SOFR Reference Rate, as administered by CME Group Benchmark Administration, Ltd. (“three-month CME Term SOFR”) plus the statutory spread adjustment of 0.26161% as set forth in the final rule. As a result, from, and including, May 8, 2027, the subordinated notes will bear interest at an annual rate equal to three-month CME Term SOFR plus 0.26161% plus 1.131%, payable quarterly in arrears. The subordinated notes are unsecured and may be redeemed, in whole but not in part, on, and only on, May 8, 2027, at a redemption price equal to 100% of the principal amount of the subordinated notes to be redeemed, plus accrued and unpaid interest, if any, up to but excluding the redemption date.
(3) Redeemable within three months of maturity.
(4) The subordinated notes will bear interest from the date they were issued at an annual rate of 5.117%, payable semi-annually in arrears until, but excluding November 19, 2035. From, and including November 19, 2035, the subordinated notes will bear a fixed interest rate equal to the five-year U.S. Treasury Rate plus 105 basis points per annum payable semi-annually in arrears. The subordinated notes are unsecured and may be redeemed in whole but not in part, on, and only on, November 19, 2035, at a redemption price equal to 100% of the principal amount of the subordinated notes to be redeemed, plus accrued and unpaid interest, if any, up to but excluding the redemption date.
(5) Interest rate swap contracts were entered into to modify the interest expense from fixed rates to floating rates. The swaps are recorded as fair value hedges and (decreases) increases in the carrying values of subordinated notes outstanding of $(9.2) million were recorded as of December 31, 2025. See further detail in Note 25, “Derivative Financial Instruments.”
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Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 24, 2026 | Showing above |
| 2024 | Feb 24, 2025 | |
| 2023 | Feb 27, 2024 | |
| 2022 | Feb 28, 2023 | |
| 2021 | Feb 28, 2022 | |
| 2020 | Feb 23, 2021 | |
| 2019 | Feb 25, 2020 | |
| 2018 | Feb 26, 2019 | |
| 2017 | Feb 27, 2018 | |
| 2016 | Feb 28, 2017 | |
| 2015 | Feb 29, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.