Form 4: Robert W. Sharps reports acquisition/exercise transactions in TROW

Rhea-AI Filing Summary

Robert W. Sharps reported acquisition or exercise transactions in a Form 4 filing for TROW. The filing lists transactions totaling 22,404 shares at a weighted average price of $103.92 per share. Following the reported transactions, holdings were 556,007 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Robert W. Sharps

(Last) (First) (Middle)

1307 POINT STREET

(Street)

BALTIMORE MD 21231

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRICE T ROWE GROUP INC [ TROW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		A	V	150.2638	A	$103.92(1)	556,007.2503	D
Common Stock	02/13/2026		A		22,254(2)	A	$0.00	578,261.2503	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares acquired pursuant to the T. Rowe Price Group, Inc. Employee Stock Purchase Plan at the noted weighted-average price.

2. On February 13, 2026, the Executive Compensation and Management Development Committee certified that the performance threshold on certain performance-based restricted stock awards were met. The awards are settled in shares of common stock upon vesting. The awards vest in two equal annual installments beginning on December 10, 2026.

Remarks:

	Cheryl L. Emory, Assistant Corporate Secretary, POA for Sharps, Robert W.	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did T. Rowe Price (TROW) CEO Robert Sharps report?

Robert W. Sharps reported acquiring T. Rowe Price common stock on February 13, 2026. He bought 150.2638 shares through the Employee Stock Purchase Plan and received 22,254 performance-based restricted stock awards after performance thresholds were certified.

How many TROW shares does CEO Robert Sharps own after this Form 4 filing?

After the reported transactions, Robert W. Sharps directly beneficially owns 578,261.2503 shares of T. Rowe Price common stock. This reflects ESPP purchases and newly credited performance-based restricted stock awards that vest in two equal installments starting December 10, 2026.

What price did Robert Sharps pay for TROW shares in the ESPP purchase?

Robert W. Sharps acquired 150.2638 T. Rowe Price shares at a weighted-average price of $103.92 per share. These shares were purchased through the company’s Employee Stock Purchase Plan, which typically allows employees to buy stock via payroll contributions.

What are the terms of Robert Sharps’ 22,254 performance-based restricted TROW shares?

The 22,254 performance-based restricted stock awards for Robert W. Sharps were certified on February 13, 2026. They will be settled in common shares upon vesting and vest in two equal annual installments beginning on December 10, 2026, subject to award conditions.

Why did Robert Sharps receive 22,254 performance-based TROW stock awards?

Robert W. Sharps received 22,254 performance-based restricted stock awards because the Executive Compensation and Management Development Committee certified that specified performance thresholds were met. Once vested, these awards are settled in T. Rowe Price common stock, aligning compensation with company performance.

Is Robert Sharps’ February 13, 2026 TROW transaction a stock purchase or a grant?

The Form 4 shows both an ESPP purchase and an equity grant. Sharps acquired 150.2638 shares via purchase under the Employee Stock Purchase Plan and received 22,254 performance-based restricted stock awards as a grant after performance criteria were certified.