Item 8.01 Other Events.

On May 10, 2022, Northern Trust Corporation (the "Company") issued $1,000,000,000 of its 4.00% Senior Notes due 2027 (the "Notes") pursuant to an underwriting agreement, dated as of May 5, 2022, by and among the Company, Wells Fargo Securities, LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, Loop Capital Markets LLC and Siebert Williams Shank & Co., LLC, as representatives of the several underwriters listed therein. The Notes were issued in a public offering pursuant to an indenture, dated as of May 8, 2017, as amended and supplemented by a fifth supplemental indenture, dated as of May 10, 2022, between the Company and The Bank of New York Mellon Trust Company, National Association, as trustee.

The Notes are unsecured obligations of the Company and rank equally with all of the Company's existing and future senior debt. The Notes will mature on May 10, 2027. The Notes will bear interest from the date they are issued at an annual rate of 4.00%, payable semi-annually in arrears on May 10 and November 10 of each year, beginning on November 10, 2022.

On or after April 10, 2027, the Notes will be redeemable, at the Company's option, in whole or in part at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.

The Notes were offered pursuant to the Company's shelf Registration Statement on Form S-3 (Registration No. 333-240299) and the prospectus included therein, filed with the Securities and Exchange Commission on August 3, 2020, and supplemented by the prospectus supplement, dated May 5, 2022.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit
  No.                                    Description

 1.1          Underwriting Agreement, dated as of May 5, 2022, among Northern
            Trust Corporation and Wells Fargo Securities, LLC, Barclays Capital
            Inc., Goldman Sachs & Co. LLC, Loop Capital Markets LLC and Siebert
            Williams Shank & Co., LLC, as representatives of the underwriters
            named therein.

 4.1          Fifth Supplemental Indenture, dated as of May 10, 2022, between
            Northern Trust Corporation and The Bank of New York Mellon Trust
            Company, National Association, as trustee.

 4.2          Form of 4.00% Senior Notes due 2027 (included in Exhibit 4.1).

 5.1          Opinion of Mayer Brown LLP, counsel for Northern Trust Corporation,
            as to the validity of the Notes.

23.1          Consent of Mayer Brown LLP (included in Exhibit 5.1).

104         The cover page from this Current Report on Form 8-K, formatted in
            Inline XBRL.



                                       2

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses