[Form 4] PRICE T ROWE GROUP INC Insider Trading Activity

Rhea-AI Filing Summary

William P. Donnelly, a director of T. Rowe Price Group, Inc. (TROW), reported a non-derivative acquisition on 09/29/2025. The Form 4 shows 117.261 shares of the company were acquired at an implied price of $103.52 per share under the issuer's 2017 Non-Employee Director Equity Plan tied to declared dividends. After the transaction the filing lists 9,675.4201 shares beneficially owned. The filing explains some shares were credited as fully vested dividend reinvestment shares while others will be accrued and vest when their corresponding grants vest. The form is signed by a POA on 09/30/2025.

Positive

• 117.261 shares were credited to the director under the Non-Employee Director Equity Plan, reflecting dividend reinvestment and alignment with shareholder interests

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine dividend-driven share crediting by a director; small, non-material increase in holdings.

The transaction recorded is an acquisition of 117.261 shares at an implied price of $103.52 under the company's Non-Employee Director Equity Plan related to dividends. This is a common mechanism that converts dividends into equity for directors and does not reflect an open-market purchase or sale. The post-transaction beneficial ownership is reported as 9,675.4201 shares. From a financial viewpoint, this filing documents director alignment with equity compensation practices but does not indicate a material change in ownership or control.

Corporate Governance Expert

TL;DR: Governance-standard dividend reinvestment and vesting schedule disclosed; transparency is appropriate.

The Form 4 discloses that dividends under the 2017 Non-Employee Director Equity Plan were applied to acquire shares, with some shares fully vested and others accruing to vest with underlying grants. The report is executed by a POA and provides the required detail on the nature of the transaction. This disclosure aligns with expected Section 16 reporting for director equity awards and dividend reinvestment, supporting transparency in director compensation and holdings.

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).

1. Name and Address of Reporting Person^*

DONNELLY WILLIAM P

(Last) (First) (Middle)

C/O T. ROWE PRICE GROUP, INC.

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

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	09/29/2025		A		117.261(1)	A	$103.52	9,675.4201	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. This is pursuant to the T. Rowe Price Group, Inc. 2017 Non-Employee Director Equity Plan with respect to dividends declared by the issuer on it's Common Stock. A portion of these shares were credited as fully-vested dividend reinvestment shares and a portion will be accrued and vest when the corresponding grant vests.

Remarks:

	Kathryn L. Reilly, Assistant Corporate Secretary, POA for Donnelly, William P,	09/30/2025
	** 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 transaction does the TROW Form 4 for William P. Donnelly report?

The Form 4 reports an acquisition of 117.261 shares on 09/29/2025 under the 2017 Non-Employee Director Equity Plan related to dividends.

How many shares does William P. Donnelly beneficially own after the transaction (TROW)?

The filing lists 9,675.4201 shares as beneficially owned following the reported transaction.

At what price were the shares recorded in the Form 4?

The transaction is reported with an implied price of $103.52 per share.

Why were the shares issued to William P. Donnelly under the plan?

The shares were issued pursuant to the 2017 Non-Employee Director Equity Plan with respect to dividends declared; some shares were fully vested reinvestments and others will accrue and vest with corresponding grants.

Who signed the Form 4 on behalf of William P. Donnelly?

The form was signed by Kathryn L. Reilly, Assistant Corporate Secretary, as POA on 09/30/2025.