T. Rowe Price director granted 1,899 shares

Golston Allan C. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Golston Allan C. reported acquisition or exercise transactions in this Form 4 filing.

PRICE T ROWE GROUP INC director Allan C. Golston reported receiving an equity award of 1,899 shares of Common Stock with no cash paid per share. This award increased his directly held position to 4,835.2923 shares.

The footnote explains that these shares relate to Restricted Stock Units granted under the 2017 Non-Employee Director Equity Plan at a reference price of $105.33 per share, with vesting contingent on service through the next annual meeting or upon specified events such as death, total and permanent disability, or a change in control.

Insider Trade Summary

Grant/Award: 1,899 shares

Grant/Award 1 txn

Insider Golston Allan C.

Role Director

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

Holdings After Transaction: Common Stock — 4,835.2923 shares (Direct)

Footnotes (1)

1. F1. Pursuant to the 2017 Non-Employee Director Equity Plan, this Restricted Stock Unit shares was issued at $105.33 per share, the closing price of TROW shares on May 8, 2026. The forfeiture provisions of the Stock Unit Shares and all accrued dividends attributed to such Stock Unit 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

Equity award size: 1,899 shares Reference share price: $105.33 per share Post-transaction holdings: 4,835.2923 shares

3 metrics

Equity award size 1,899 shares Grant, award, or other acquisition of Common Stock

Reference share price $105.33 per share Closing price on grant date used for RSU issuance

Post-transaction holdings 4,835.2923 shares Total Common Stock directly owned after award

Key Terms

Restricted Stock Unit, 2017 Non-Employee Director Equity Plan, Total and Permanent Disability, Change in Control

4 terms

Restricted Stock Unit financial

"Pursuant to the 2017 Non-Employee Director Equity Plan, this Restricted Stock Unit shares was issued at $105.33 per share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

2017 Non-Employee Director Equity Plan financial

"Pursuant to the 2017 Non-Employee Director Equity Plan, this Restricted Stock Unit 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 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) director Allan C. Golston report?

Director Allan C. Golston reported an acquisition of 1,899 shares of PRICE T ROWE Common Stock as an equity award. The transaction was coded as a grant or other acquisition, reflecting compensation rather than an open-market purchase or sale.

How many PRICE T ROWE (TROW) shares does Allan C. Golston hold after this Form 4?

After the reported grant, Allan C. Golston directly holds 4,835.2923 shares of PRICE T ROWE Common Stock. This figure includes the newly awarded 1,899 shares and represents his total direct ownership as disclosed in the Form 4 filing.

At what price were Allan C. Golston’s PRICE T ROWE award shares valued?

The Restricted Stock Unit shares were issued at $105.33 per share, based on the closing price of PRICE T ROWE shares on the grant date. This value is used for the equity award under the 2017 Non-Employee Director Equity Plan.

What plan governs Allan C. Golston’s PRICE T ROWE equity award?

The award was granted under the 2017 Non-Employee Director Equity Plan. This plan provides Restricted Stock Unit grants to non-employee directors, with vesting and forfeiture terms described in the Form 4 footnote for this specific award.

When do Allan C. Golston’s PRICE T ROWE Restricted Stock Units vest?

The forfeiture provisions for these Stock Unit Shares and accrued dividends lapse in full at the earliest of several events, including the day before the next year’s annual meeting, death, determination of total and permanent disability, or immediately before a qualifying change in control.

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

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Accepted by SEC EDGAR 05/11/2026 - 03:34 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^*

Golston Allan C.

(Last) (First) (Middle)

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	4,835.2923	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 Stock Unit shares was issued at $105.33 per share, the closing price of TROW shares on May 8, 2026. The forfeiture provisions of the Stock Unit Shares and all accrued dividends attributed to such Stock Unit 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 Golston, Allan C.	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)