T. Rowe director gets 1,899 restricted shares

Rominger Eileen P reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Rominger Eileen P reported acquisition or exercise transactions in this Form 4 filing.

PRICE T ROWE GROUP INC director Eileen P. Rominger received a stock grant of 1,899 common shares on May 8, 2026. The award was issued at $105.33 per share under the 2017 Non-Employee Director Equity Plan as restricted Award Shares, with no cash paid by the director.

After this grant, Rominger directly holds 10,867 common shares. The restricted Award Shares and related accrued dividends vest in full upon the earlier of the next year’s annual meeting, death, a determination of Total and Permanent Disability, or immediately before a Change in Control.

Insider Trade Summary

Grant/Award: 1,899 shares

Grant/Award 1 txn

Insider Rominger Eileen P

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,899	$0.00	$0.00

Holdings After Transaction: Common Stock — 10,867 shares (Direct)

Footnotes (1)

1. F1. Pursuant to the 2017 Non-Employee Director Equity Plan, this restricted Award Shares was issued at $105.33 share, the closing price of TROW shares on May 8, 2026. The forfeiture provisions of the Award Shares and all accrued dividends attributed to such Award Shares, will vest in full and become nonforfeitable upon the earliest of the following dates: (a) the day immediately prior to the Annual Meeting that occurs in the next calendar year following the year in which the Award Shares were granted as reflected on the Notice, (b) date of death, (c) the date on which it has been determined that the award holder suffered, a Total and Permanent Disability, or (d) the date on which a Change in Control occurs, in which case the vesting will take place immediately before and contingent upon the occurrence of the Change in Control.

Key Figures

Restricted Award Shares granted: 1,899 shares Grant price per share: $105.33/share Total shares after transaction: 10,867 shares +1 more

4 metrics

Restricted Award Shares granted 1,899 shares Common Stock grant on May 8, 2026

Grant price per share $105.33/share Closing price of TROW shares on May 8, 2026

Total shares after transaction 10,867 shares Director’s direct holdings following grant

Transaction code A (grant, award, or other acquisition) Non-derivative Common Stock

Key Terms

restricted Award Shares, 2017 Non-Employee Director Equity Plan, Total and Permanent Disability, Change in Control

4 terms

restricted Award Shares financial

"this restricted Award Shares was issued at $105.33 share"

2017 Non-Employee Director Equity Plan financial

"Pursuant to the 2017 Non-Employee Director Equity Plan, this restricted Award Shares was issued"

Total and Permanent Disability financial

"the date on which it has been determined that the award holder suffered, a Total and Permanent Disability"

Change in Control financial

"the date on which a Change in Control occurs, in which case the vesting will take place"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TROW director Eileen P. Rominger report in this Form 4 filing?

Eileen P. Rominger reported receiving 1,899 restricted Award Shares of PRICE T ROWE GROUP INC common stock. The shares were granted as compensation under the 2017 Non-Employee Director Equity Plan and increase her direct holdings to 10,867 shares following the transaction.

At what price were the restricted Award Shares granted to TROW director Eileen P. Rominger?

The restricted Award Shares were issued at $105.33 per share, equal to the closing price of T. Rowe Price (TROW) shares on May 8, 2026. This reflects how the company values the equity component of non-employee director compensation on that date.

When do Eileen P. Rominger’s TROW restricted Award Shares vest?

The restricted Award Shares vest in full at the earliest of several events, including the day immediately before the next year’s annual meeting, her death, a determination of Total and Permanent Disability, or immediately before a Change in Control, as defined under the equity plan.

How many PRICE T ROWE GROUP INC shares does Eileen P. Rominger hold after this grant?

Following the grant, Eileen P. Rominger directly holds 10,867 shares of PRICE T ROWE GROUP INC common stock. This total includes the newly granted 1,899 restricted Award Shares reported in the Form 4 and represents her direct ownership position after the transaction.

What plan governs the restricted Award Shares granted to TROW director Eileen P. Rominger?

The restricted Award Shares were granted under the 2017 Non-Employee Director Equity Plan of PRICE T ROWE GROUP INC. This plan provides equity-based compensation to non-employee directors, with specific vesting conditions tied to service, disability, death, or a corporate Change in Control event.

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Accepted by SEC EDGAR 05/11/2026 - 03:35 PM Learn about SEC filing dates

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Rominger Eileen P

(Last) (First) (Middle)

C/O T. ROWE PRICE GROUP, INC.

1307 POINT STREET

(Street)

BALTIMORE MARYLAND 21231

(City) (State) (Zip)

UNITED STATES

(Country)

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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

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

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

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	05/08/2026		A		1,899(1)	A	$0.00	10,867	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. Pursuant to the 2017 Non-Employee Director Equity Plan, this restricted Award Shares was issued at $105.33 share, the closing price of TROW shares on May 8, 2026. The forfeiture provisions of the Award Shares and all accrued dividends attributed to such Award Shares, will vest in full and become nonforfeitable upon the earliest of the following dates: (a) the day immediately prior to the Annual Meeting that occurs in the next calendar year following the year in which the Award Shares were granted as reflected on the Notice, (b) date of death, (c) the date on which it has been determined that the award holder suffered, a Total and Permanent Disability, or (d) the date on which a Change in Control occurs, in which case the vesting will take place immediately before and contingent upon the occurrence of the Change in Control.

Remarks:

	Cheryl L. Emory, Assistant Corporate Secretary, POA for Rominger, Eileen P.	05/11/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)