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

Price T Rowe director awarded stock units

PRICE T ROWE GROUP INC director Robert F. MacLellan reported equity awards rather than open-market trades.

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Form Type
4

Rhea-AI Filing Summary

PRICE T ROWE GROUP INC director Robert F. MacLellan reported equity awards rather than open-market trades. On June 30, 2026, he acquired 658 Common Stock shares at $0.00 per share under the 2017 Non-Employee Director Equity Plan, tied to dividends on Common Stock. On June 29, 2026, he received 184.5531 Common Stock shares at $114.38 per share as a director fee-related award. Footnotes explain these arise from dividend reinvestment and Stock Units issued at $113.69 per share for Director Fee Awards, which vest in full on the grant date. Following these awards, MacLellan directly holds 55,707.3847 shares of Price T Rowe Common Stock.

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Insider MacLellan Robert F.
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 658 $0.00 $0.00
Grant/Award Common Stock 184.5531 $114.38 $21K
Holdings After Transaction: Common Stock — 55,707.3847 shares (Direct)
Footnotes (2)
  1. F1. 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.
  2. F2. Pursuant to the 2017 Non-Employee Director Equity Plan, Stock Units were issued for Director Fee Awards at $113.69 per share, the closing price of TROW shares on June 30, 2026. The Stock Unit Shares and any future dividends attributed to such Director Fee Award, will vest in full and become nonforfeitable on the date of grant.
Dividend-related award 658 shares Common Stock grant on June 30, 2026 at $0.00 per share
Director fee award shares 184.5531 shares Common Stock grant on June 29, 2026 at $114.38 per share
Director fee award reference price $113.69 per share Stock Units issued for Director Fee Awards, June 30, 2026 closing price
Shares held after awards 55,707.3847 shares Total direct Common Stock holdings following latest reported transaction
2017 Non-Employee Director Equity Plan financial
"This is pursuant to the T. Rowe Price Group, Inc. 2017 Non-Employee Director Equity Plan"
dividend reinvestment shares financial
"shares were credited as fully-vested dividend reinvestment shares and a portion will be accrued"
Stock Units financial
"Stock Units were issued for Director Fee Awards at $113.69 per share"
Stock units are individual pieces of ownership in a company, like slices of a pie that together make up the whole business. They matter to investors because each unit represents a claim on the company’s assets, profits and sometimes voting power, and changes in the number or value of these units affect ownership percentages, potential dividends and share dilution — all of which influence an investment’s worth.
Director Fee Awards financial
"Stock Units were issued for Director Fee Awards at $113.69 per share"

FAQ

What insider equity awards did TROW director Robert F. MacLellan report?
Robert F. MacLellan reported receiving equity awards in PRICE T ROWE GROUP INC Common Stock, not open-market purchases or sales. The awards include dividend-related shares and director fee Stock Units granted under the 2017 Non-Employee Director Equity Plan, reflecting routine non-employee director compensation.

How many TROW shares did Robert F. MacLellan acquire in this Form 4?
MacLellan acquired 658 Common Stock shares on June 30, 2026 and 184.5531 shares on June 29, 2026. These awards were granted under the 2017 Non-Employee Director Equity Plan, linked to dividends and director fee compensation rather than discretionary market trading.

What is the 2017 Non-Employee Director Equity Plan mentioned for TROW?
The 2017 Non-Employee Director Equity Plan provides equity-based compensation to non-employee directors of PRICE T ROWE GROUP INC. It allows dividend reinvestment shares and Stock Units for Director Fee Awards, which in this case vest in full and become nonforfeitable on the grant date, aligning director pay with equity.

At what prices were Robert F. MacLellan’s TROW equity awards calculated?
One award shows 184.5531 shares at $114.38 per share, while footnotes state Director Fee Stock Units were issued at $113.69 per share, the June 30, 2026 closing price. The 658-share dividend-related award is reported with a $0.00 per share transaction price.

How many PRICE T ROWE GROUP INC shares does Robert F. MacLellan now hold?
After these reported equity awards, Robert F. MacLellan directly holds 55,707.3847 shares of PRICE T ROWE GROUP INC Common Stock. This figure reflects his updated direct ownership position following the June 29 and June 30, 2026 non-derivative grant and dividend-related transactions.

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SEC Form 4
FORM 4UNITED 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*
MacLellan Robert F.
(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock06/29/2026A184.5531(1)A$114.3855,049.3847D
Common Stock06/30/2026A658(2)A$0.0055,707.3847D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
2. Pursuant to the 2017 Non-Employee Director Equity Plan, Stock Units were issued for Director Fee Awards at $113.69 per share, the closing price of TROW shares on June 30, 2026. The Stock Unit Shares and any future dividends attributed to such Director Fee Award, will vest in full and become nonforfeitable on the date of grant.
Remarks:
Cheryl L. Emory, Assistant Corporate Secretary, POA for MacLellan, Robert F.07/01/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR