T. Rowe Price (TROW) Director Receives 161 Shares via Dividend Reinvestment

The reporting person, Robert F. MacLellan, a director of T. Rowe Price Group, Inc. (TROW), received 161.0154 shares of common stock on 09/29/2025 under the company's 2017 Non-Employee Director Equity Plan as fully vested dividend reinvestment shares.

Rhea-AI Filing Summary

The reporting person, Robert F. MacLellan, a director of T. Rowe Price Group, Inc. (TROW), received 161.0154 shares of common stock on 09/29/2025 under the company's 2017 Non-Employee Director Equity Plan as fully vested dividend reinvestment shares. After this automatic crediting the report shows beneficial ownership of 47,495.6698 shares. The transaction price listed is $103.52 per share, and the Form 4 was signed by an assistant corporate secretary acting under power of attorney on 09/30/2025. The filing reflects a routine, plan-driven reinvestment of dividends rather than an open-market purchase or sale.

Positive

• Director's ownership increased by 161.0154 shares through dividend reinvestment, bringing total beneficial holdings to 47,495.6698 shares.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director dividend reinvestment credited as fully vested shares; standard for non-employee director equity plans.

This Form 4 documents an automatic, plan-based issuance of 161.0154 shares to a non-employee director under the 2017 Non-Employee Director Equity Plan. Such crediting of dividend reinvestment shares is typical and does not indicate active trading intentions or a change in board composition. The post-transaction holding of 47,495.6698 shares is disclosed, and the POA signature is properly noted. No derivative activity or disposals are reported.

Securities/Insider Trading Analyst

TL;DR: Transaction is a non-market, dividend reinvestment event; immaterial to market-moving insider activity.

The Form 4 records an acquisition code 'A' for dividend reinvestment on 09/29/2025 and reports a per-share price of $103.52, consistent with plan accounting. Because the shares were credited as fully vested under the director plan, this is an administrative ownership increase rather than a discretionary purchase. There are no sales, option exercises, or derivative positions disclosed that would alter short-term insider exposure.

Insider Trade Summary

Grant/Award: 161.0154 shares

Grant/Award 1 txn

Insider MacLellan Robert F.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	161.0154	$103.52	$17K

Holdings After Transaction: Common Stock — 47,495.6698 shares (Direct)

Footnotes (1)

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. These shares were credited as fully-vested dividend reinvestment shares.

FAQ

What did Robert F. MacLellan report on Form 4 for TROW?

The filing shows Mr. MacLellan received 161.0154 shares as fully vested dividend reinvestment shares on 09/29/2025, increasing his beneficial ownership to 47,495.6698 shares.

Was this Form 4 a market purchase or sale for TROW insider activity?

No. The transaction is an administrative credit under the 2017 Non-Employee Director Equity Plan, not an open-market purchase or sale.

What transaction code and price are shown on the Form 4 for TROW?

The transaction code is A (acquisition) and the price listed is $103.52 per share.

Did the Form 4 disclose any derivative transactions or dispositions?

No. The Form 4 shows only a non-derivative acquisition via dividend reinvestment and no dispositions or derivative activity.

Who signed the Form 4 for the reporting person?

The form was signed under power of attorney by Kathryn L. Reilly, Assistant Corporate Secretary on 09/30/2025.

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Accepted by SEC EDGAR 09/30/2025 - 12:01 PM Learn about SEC filing dates

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).

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 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2025

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	09/29/2025		A		161.0154(1)	A	$103.52	47,495.6698	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. 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. These shares were credited as fully-vested dividend reinvestment shares.

Remarks:

	Kathryn L. Reilly, Assistant Corporate Secretary, POA for MacLellan, Robert F.	09/30/2025
	** 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.
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