Director Richard Verma (TROW) receives 1,899 restricted stock unit shares

Rhea-AI Filing Summary

Verma Richard R. reported acquisition or exercise transactions in this Form 4 filing.

PRICE T ROWE GROUP INC director Richard R. Verma reported receiving an equity award in the form of 1,899 shares of Common Stock on May 8, 2026. The award is tied to the company’s 2017 Non-Employee Director Equity Plan and was issued at $105.33 per share, matching the closing price that day.

The restricted stock unit shares and related dividends are subject to forfeiture until they vest. Vesting occurs in full upon the earliest of several events, including the day immediately prior to the next year’s Annual Meeting, death, a determination of Total and Permanent Disability, or a Change in Control. Following this grant, Verma directly holds about 4,835.2923 shares of the company’s stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Verma Richard R.

Role null

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

Holdings After Transaction: Common Stock — 4,835.292 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 1,899 shares Grant price: $105.33 per share Shares after transaction: 4,835.2923 shares +2 more

5 metrics

Shares granted 1,899 shares Restricted stock unit shares granted on May 8, 2026

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

Shares after transaction 4,835.2923 shares Total Common Stock directly held after grant

Transaction code A Grant, award, or other acquisition of non-derivative Common Stock

Ownership type Direct Director directly holds the reported Common Stock

Key Terms

2017 Non-Employee Director Equity Plan, Restricted Stock Unit, Annual Meeting, Total and Permanent Disability, +1 more

5 terms

2017 Non-Employee Director Equity Plan financial

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

Restricted Stock Unit financial

"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.

Annual Meeting financial

"the day immediately prior to the Annual Meeting that occurs in the next calendar year"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

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.

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^*

Verma Richard R.

(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 Verma, Richard R.	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 did Richard R. Verma acquire in this Form 4 for TROW?

Richard R. Verma received an equity award of 1,899 Common Stock shares under Price T Rowe Group’s 2017 Non-Employee Director Equity Plan. These are restricted stock unit shares subject to vesting and forfeiture conditions described in the award terms.

At what price were Richard Verma’s TROW restricted stock units issued?

The restricted stock unit shares were issued at $105.33 per share, equal to the closing price of TROW shares on May 8, 2026. This value is used for the grant and does not reflect a cash purchase by the director.

How many TROW shares does Richard Verma hold after this transaction?

After the equity award, Richard Verma directly holds 4,835.2923 shares of Price T Rowe Group Common Stock. This total reflects his position immediately following the grant reported in this Form 4 filing for non-derivative securities.

When do Richard Verma’s TROW restricted stock units vest?

The restricted stock unit shares vest in full upon the earliest of several events: the day before the next year’s Annual Meeting, the date of death, a determination of Total and Permanent Disability, or immediately before a qualifying Change in Control of the company.

What plan governs Richard Verma’s TROW equity award?

The award was granted under the 2017 Non-Employee Director Equity Plan. This plan provides restricted stock unit shares to non-employee directors and includes specific vesting and forfeiture provisions tied to board service and certain key events.

Is Richard Verma’s TROW Form 4 transaction a market purchase or sale?

No, this Form 4 reports a grant or award acquisition, not an open-market trade. The transaction code is “A,” indicating shares were awarded as director compensation rather than bought or sold in the market.