Form 4: Dardis Jennifer B reports acquisition/exercise transactions in TROW

Rhea-AI Filing Summary

Dardis Jennifer B reported acquisition or exercise transactions in a Form 4 filing for TROW. The filing lists transactions totaling 5,604 shares at a weighted average price of $104.05 per share. Following the reported transactions, holdings were 40,751 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

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^*

Dardis Jennifer B

(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
	Officer (give title below)	X	Other (specify below)
			CFO and VP

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	40.3826	A	$104.0547(1)	40,751.4306	D
Common Stock	02/13/2026		A		5,564(2)	A	$0.00	46,315.4306	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 Dardis, Jennifer B.	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.
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.

FAQ

What insider stock transactions did TROW CFO Jennifer Dardis report?

Jennifer B. Dardis reported acquiring common stock in two transactions. She bought 40.3826 shares via the Employee Stock Purchase Plan at a weighted-average price of $104.0547 and received 5,564 performance-based restricted stock shares after performance thresholds were certified on February 13, 2026.

How many TROW shares does CFO Jennifer Dardis own after this Form 4?

After the reported transactions, Jennifer B. Dardis directly owned 46,315.4306 shares of T. Rowe Price Group common stock. This total includes shares acquired through the Employee Stock Purchase Plan and performance-based restricted stock awards credited once performance thresholds were certified on February 13, 2026.

What is the nature of the 5,564 TROW shares granted to the CFO?

The 5,564 shares are tied to performance-based restricted stock awards. On February 13, 2026, a committee certified that performance thresholds were met. The awards are settled in common stock and vest in two equal annual installments beginning on December 10, 2026, subject to vesting.

At what price did the TROW CFO acquire ESPP shares on February 13, 2026?

Through the Employee Stock Purchase Plan, Jennifer B. Dardis acquired 40.3826 T. Rowe Price Group shares at a weighted-average price of $104.0547 per share. These shares were purchased under the company’s plan, as noted in the Form 4 footnote describing the ESPP acquisition.

How do the performance-based restricted stock awards for TROW CFO vest?

The performance-based restricted stock awards vest in two equal annual installments. Vesting begins on December 10, 2026. Once vested, the awards are settled in shares of T. Rowe Price Group common stock, following certification that the applicable performance thresholds were met on February 13, 2026.

What role does the committee play in TROW CFO’s performance-based awards?

The Executive Compensation and Management Development Committee certified that the performance threshold on certain restricted stock awards was met on February 13, 2026. This certification triggered the 5,564 performance-based shares, which will vest in two equal annual installments starting December 10, 2026.