[8-K] PRICE T ROWE GROUP INC Reports Material Event

Rhea-AI Filing Summary

T. Rowe Price Group, Inc. reported a leadership change. The company announced that Chief Operating Officer Kimberly Johnson will resign and depart the company on December 31, 2025. The announcement was made on November 3, 2025.

The filing lists this change under corporate governance matters and includes a press release as Exhibit 99.1. No additional details on succession, transition plans, or compensation arrangements are provided in this excerpt.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2025

T. Rowe Price Group, Inc.

(Exact name of registrant as specified in its charter)

Maryland			000-32191			52-2264646
(State of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

1307 Point Street, Baltimore, Maryland 21231

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (410) 345-2000

____________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.20

TROW

The NASDAQ Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12-2 of this chapter).

                                        Emerging growth 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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On November 3, 2025, T. Rowe Price Group, Inc. (the “Company”) announced that Kimberly Johnson, the Company's Chief Operating Officer, will resign and leave the Company on December 31, 2025.

Section 9 - Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated November 3, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

T. Rowe Price Group, Inc.

By: /s/ David Oestreicher

Vice President, General Counsel and Secretary

Date: November 3, 2025

FAQ

What did TROW disclose in this 8-K?

T. Rowe Price announced that COO Kimberly Johnson will resign and leave the company on December 31, 2025.

When is the effective departure date for TROW’s COO?

The departure is effective on December 31, 2025.

When was the leadership change announced by TROW?

The announcement was made on November 3, 2025.

Which T. Rowe Price executive is leaving?

Kimberly Johnson, the company’s Chief Operating Officer.

Does the filing include an exhibit?

Yes. It includes Exhibit 99.1, a press release dated November 3, 2025.

What is the form type for this TROW disclosure?

It is a Form 8-K under Item 5.02 (corporate governance and management).