Director at T. Rowe Price (TROW) awarded 1,899 restricted stock units

Rhea-AI Filing Summary

MacLellan Robert F. reported acquisition or exercise transactions in this Form 4 filing.

PRICE T ROWE GROUP INC director Robert F. MacLellan received an equity award of 1,899 shares of common stock in the form of restricted stock units under the 2017 Non-Employee Director Equity Plan. The units were issued at $105.33 per share, matching the TROW share closing price on May 8, 2026, and were granted at no cash cost to him. These stock unit shares and related accrued dividends will fully vest upon the earliest of the first anniversary of the grant date, death, a determination of Total and Permanent Disability, or immediately before a Change in Control. Following this grant, MacLellan directly holds a total of 54,864.8316 shares of TROW common stock.

Insider Trade Summary

Net Buyer: 1,899 shares

Net Buy 1 txn

Insider MacLellan Robert F.

Role Director

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

Holdings After Transaction: Common Stock — 54,864.8316 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) on the first anniversary of the grant date, (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

RSU grant size: 1,899 shares Grant reference price: $105.33 per share Post-grant holdings: 54,864.8316 shares

3 metrics

RSU grant size 1,899 shares Restricted stock unit award to director on May 8, 2026

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

Post-grant holdings 54,864.8316 shares Director’s direct common stock holdings after the 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

"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"

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"

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.

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/11/2026 - 03:34 PM Learn about SEC filing dates

FAQ

What insider transaction did TROW director Robert F. MacLellan report?

Robert F. MacLellan reported receiving an equity award of 1,899 restricted stock unit shares of PRICE T ROWE GROUP INC common stock. The award is a compensation grant under the 2017 Non-Employee Director Equity Plan, not an open-market purchase or sale.

At what price were the TROW restricted stock unit shares granted to the director?

The restricted stock unit shares were issued at $105.33 per share, equal to the TROW closing price on May 8, 2026. This figure serves as the grant’s reference value under the 2017 Non-Employee Director Equity Plan.

How many TROW shares does Robert F. MacLellan hold after this Form 4 transaction?

After the grant of 1,899 restricted stock unit shares, Robert F. MacLellan directly holds 54,864.8316 shares of PRICE T ROWE GROUP INC common stock. This total reflects his direct ownership following the reported award.

When do Robert F. MacLellan’s TROW restricted stock units vest?

The restricted stock unit shares and accrued dividends vest in full on the earliest of the first anniversary of the grant date, his death, a determination of Total and Permanent Disability, or immediately before a Change in Control event.

Is the TROW director’s Form 4 transaction a market buy or a compensation grant?

The transaction is a compensation grant, coded as a grant, award, or other acquisition. Robert F. MacLellan received 1,899 restricted stock unit shares at no cash cost under the 2017 Non-Employee Director Equity Plan, rather than buying shares in the market.

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^*

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)

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	54,864.8316	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) on the first anniversary of the grant date, (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 MacLellan, Robert F.	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)