T. Rowe Price director granted 1,899 restricted shares

WIJNBERG SANDRA S reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

WIJNBERG SANDRA S reported acquisition or exercise transactions in this Form 4 filing.

PRICE T ROWE GROUP INC director Sandra S. Wijnberg received a grant of 1,899 shares of common stock as equity compensation. The restricted award was issued at $105.33 per share under the 2017 Non-Employee Director Equity Plan and increased her direct holdings to about 31,876 shares.

The award and accrued dividends will fully vest and become nonforfeitable upon the earliest of several events, including the day immediately prior to the next year’s annual meeting, death, determination of total and permanent disability, or a change in control, when vesting would occur immediately before that event.

Insider Trade Summary

Grant/Award: 1,899 shares

Grant/Award 1 txn

Insider WIJNBERG SANDRA S

Role Director

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

Holdings After Transaction: Common Stock — 31,875.6947 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 shares granted: 1,899 shares Grant price: $105.33 per share Total holdings after grant: 31,875.6947 shares +1 more

4 metrics

Restricted shares granted 1,899 shares Director equity award on May 8, 2026

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

Total holdings after grant 31,875.6947 shares Sandra S. Wijnberg direct ownership after award

Transaction code A (grant, award, or other acquisition) Form 4 non-derivative transaction classification

Key Terms

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

4 terms

2017 Non-Employee Director Equity Plan financial

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

restricted Award Shares financial

"this restricted Award Shares was issued at $105.33 share, the closing price..."

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 immediately before..."

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 insider transaction did PRICE T ROWE (TROW) disclose for Sandra S. Wijnberg?

PRICE T ROWE disclosed that director Sandra S. Wijnberg received a grant of 1,899 shares of common stock as equity compensation. This was reported as a Form 4 transaction coded “A” for an award or other acquisition, not an open-market purchase or sale.

At what price were Sandra S. Wijnberg’s restricted shares granted at PRICE T ROWE (TROW)?

The restricted award shares were issued at $105.33 per share, matching the closing price of TROW shares on May 8, 2026. This price is used solely to value the equity grant made under the 2017 Non-Employee Director Equity Plan.

How many PRICE T ROWE (TROW) shares does Sandra S. Wijnberg hold after this grant?

Following the grant, Sandra S. Wijnberg directly holds a total of 31,875.6947 shares of PRICE T ROWE common stock. This figure reflects her updated ownership position after receiving the 1,899 restricted shares disclosed in the Form 4 filing.

When do Sandra S. Wijnberg’s restricted PRICE T ROWE (TROW) shares vest?

The restricted shares and accrued dividends vest in full at the earliest of several events: immediately before the next year’s annual meeting, upon death, upon a determination of total and permanent disability, or immediately before a qualifying change in control of PRICE T ROWE.

What plan governs the director equity grant reported by PRICE T ROWE (TROW)?

The grant was made under the 2017 Non-Employee Director Equity Plan. This plan provides for restricted award shares to non-employee directors, with specific vesting and forfeiture provisions tied to service, death, disability, or a change in control event at PRICE T ROWE.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/11/2026 - 03:38 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^*

WIJNBERG SANDRA S

(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	31,875.6947	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 Wijnberg, Sandra S.	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)