T. Rowe Price (TROW) VP Dorothy Sawyer reports stock transfer and ESPP buy

Rhea-AI Filing Summary

T. Rowe Price Group, Inc. executive Dorothy C. Sawyer, listed as VP, reported two common stock transactions dated February 5, 2026. She transferred 5,154.945 shares of common stock at a price of $0.00 per share, then acquired 32.3317 shares at $104.10 per share.

The footnote states the 32.3317 shares were acquired through the T. Rowe Price Group, Inc. Employee Stock Purchase Plan at the noted weighted-average price. Following these transactions, she directly held 55,641.9683 shares of common stock.

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
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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^*

Sawyer Dorothy C

(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)
			VP

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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	02/05/2026		G		5,154.945	D	$0.00	55,609.6366	D
Common Stock	02/05/2026		A	V	32.3317	A	$104.1(1)	55,641.9683	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.

Remarks:

	Cheryl L. Emory, Assistant Corporate Secretary, POA for Sawyer, Dorothy C.	02/06/2026
	** 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 transactions did TROW VP Dorothy C. Sawyer report on February 5, 2026?

Dorothy C. Sawyer reported two common stock transactions on February 5, 2026. She transferred 5,154.945 shares at $0.00 per share and acquired 32.3317 shares at $104.10 per share, ending with 55,641.9683 directly held shares.

How many T. Rowe Price Group (TROW) shares does Dorothy C. Sawyer now hold?

After the reported transactions, Dorothy C. Sawyer directly holds 55,641.9683 TROW shares. This figure reflects a transfer of 5,154.945 shares at $0.00 per share and an Employee Stock Purchase Plan acquisition of 32.3317 shares at $104.10 per share.

What was the nature of Dorothy C. Sawyer’s share acquisition under TROW’s plan?

She acquired 32.3317 TROW common shares via the Employee Stock Purchase Plan. A footnote explains these shares were purchased under the T. Rowe Price Group, Inc. Employee Stock Purchase Plan at a weighted-average price of $104.10 per share.

What does the $0.00 per share transaction in the TROW Form 4 indicate?

The Form 4 shows a transfer of 5,154.945 shares at a reported price of $0.00 per share. This transaction changed Dorothy C. Sawyer’s holdings to 55,609.6366 shares immediately afterward, before the separate Employee Stock Purchase Plan acquisition.

Is Dorothy C. Sawyer a director or 10% owner of T. Rowe Price Group (TROW)?

The filing indicates she is not a director or 10% owner but is a VP. The relationship section shows the director and 10% owner boxes unchecked, while the “Other” box is checked with her role specified as VP.