Director at Price T Rowe (NASDAQ: TROW) receives 1,899 restricted shares

Rhea-AI Filing Summary

BARTLETT MARK S. reported acquisition or exercise transactions in this Form 4 filing.

PRICE T ROWE GROUP INC director equity award: Director Mark S. Bartlett received a grant of 1,899 shares of common stock on May 8, 2026 under the 2017 Non-Employee Director Equity Plan at a reference price of $105.33 per share. After this award, he directly holds 35,263 common shares. These restricted shares, along with accrued dividends, will vest in full upon the earlier of the day immediately prior to the next year’s annual meeting, the director’s death, a determination of total and permanent disability, or a change in control, when vesting would occur immediately before and contingent on that event.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BARTLETT MARK S.

Role null

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

Holdings After Transaction: Common Stock — 35,263 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted shares granted: 1,899 shares Grant reference price: $105.33 per share Total shares held after grant: 35,263 shares

3 metrics

Restricted shares granted 1,899 shares Grant to director on May 8, 2026

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

Total shares held after grant 35,263 shares Director’s direct common stock holdings post-transaction

Key Terms

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

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"

Change in Control financial

"or (d) the date on which a Change in Control occurs, in which case the vesting"

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.

Total and Permanent Disability financial

"the date on which it has been determined that the award holder suffered, a Total and Permanent Disability"

Form 4 Insider Transactions: What Each Field Means →

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^*

BARTLETT MARK 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	35,263	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 Bartlett, Mark 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)

FAQ

What insider transaction did TROW director Mark S. Bartlett report?

Mark S. Bartlett reported receiving 1,899 shares of PRICE T ROWE GROUP INC common stock as a grant. The shares were awarded under the 2017 Non-Employee Director Equity Plan and are structured as restricted shares that will vest in full upon specific future triggering events.

At what price was Mark S. Bartlett’s TROW director share grant valued?

The 1,899 restricted shares were issued at $105.33 per share, matching TROW’s closing price on May 8, 2026. This price is used as the grant’s reference value under the 2017 Non-Employee Director Equity Plan, rather than indicating an open-market purchase.

How many TROW shares does Mark S. Bartlett hold after this award?

Following the grant, Mark S. Bartlett directly holds 35,263 shares of PRICE T ROWE GROUP INC common stock. This total includes the newly awarded 1,899 restricted shares, which remain subject to vesting conditions until they become fully nonforfeitable under the plan’s terms.

When will Mark S. Bartlett’s restricted TROW shares vest?

The restricted shares and accrued dividends will vest in full at the earliest of several events. These include the day immediately before next year’s annual meeting, his death, a determination of total and permanent disability, or a change in control, when vesting occurs immediately before that transaction.

What plan governs the TROW director equity grant to Mark S. Bartlett?

The equity grant is governed by PRICE T ROWE GROUP INC’s 2017 Non-Employee Director Equity Plan. Under this plan, non-employee directors receive restricted share awards with specified vesting triggers tied to service through the next annual meeting or certain major personal or corporate events.