Form 4: Veiel Eric L reports acquisition/exercise transactions in TROW

Rhea-AI Filing Summary

Veiel Eric L reported acquisition or exercise transactions in a Form 4 filing for TROW. The filing lists transactions totaling 13,151 shares at a weighted average price of $103.93 per share. Following the reported transactions, holdings were 133,944 shares.

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).

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^*

Veiel Eric L

(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
X	Officer (give title below)		Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

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	02/13/2026		A	V	169.2326	A	$103.929(1)	133,943.6745	D
Common Stock	02/13/2026		A		12,982(2)	A	$0.00	146,925.6745	D
Common Stock								46,000	I	2020 Lori Veiel Family Trust
Common Stock								53,500	I	2021 Eric Veiel Family Trust

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.

2. On February 13, 2026, the Executive Compensation and Management Development Committee certified that the performance threshold on certain performance-based restricted stock awards were met. The awards are settled in shares of common stock upon vesting. The awards vest in two equal annual installments beginning on December 10, 2026.

Remarks:

	Cheryl L. Emory, Assistant Corporate Secretary, POA for Veiel, Eric L	02/13/2026
	** 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).
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FAQ

What insider transaction did TROW executive Eric L. Veiel report?

Eric L. Veiel reported acquiring T. Rowe Price Group common stock through plan-based awards. He obtained shares via the Employee Stock Purchase Plan and performance-based restricted stock that will settle in common shares upon vesting, increasing his reported beneficial ownership in the company.

How many TROW shares did Eric L. Veiel acquire on February 13, 2026?

On February 13, 2026, Eric L. Veiel acquired 169.2326 T. Rowe Price Group common shares through the Employee Stock Purchase Plan. He also received 12,982 performance-based restricted stock shares that will vest later, both transactions classified as grant, award, or other acquisition.

At what price were Eric L. Veiel’s TROW ESPP shares acquired?

The 169.2326 T. Rowe Price Group shares acquired by Eric L. Veiel under the Employee Stock Purchase Plan were purchased at a weighted-average price of $103.929 per share. This transaction was reported as an acquisition of common stock under a company stock purchase program.

What are the vesting terms of Eric L. Veiel’s performance-based restricted TROW stock?

The performance-based restricted stock awards to Eric L. Veiel vest in two equal annual installments beginning on December 10, 2026. The Executive Compensation and Management Development Committee certified that the performance threshold was met, and the awards will be settled in shares of common stock upon vesting.

How many TROW shares does Eric L. Veiel beneficially own after these transactions?

After the reported transactions, Eric L. Veiel directly owns 146,925.6745 T. Rowe Price Group common shares. He also has indirect beneficial ownership of 46,000 shares through the 2020 Lori Veiel Family Trust and 53,500 shares through the 2021 Eric Veiel Family Trust.

What do the family trusts hold for Eric L. Veiel in TROW stock?

Two family trusts hold T. Rowe Price Group common stock for Eric L. Veiel. The 2020 Lori Veiel Family Trust is reported with 46,000 shares, and the 2021 Eric Veiel Family Trust is reported with 53,500 shares as indirect beneficial ownership positions.