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

Rhea-AI Filing Summary

Cynthia F. Smith, a director of T. Rowe Price Group, Inc. (TROW), reported a transaction on 09/30/2025 under Form 4. The filing shows an acquisition related to the company's 2017 Non-Employee Director Equity Plan: 50.1707 shares were credited as dividend-related shares at a reported price of $103.52. Following the transaction, Ms. Smith beneficially owned 6,617.6789 shares (direct). The filing explains these shares arise from dividends on common stock, with some shares fully vested on credit and others accrued to vest with the underlying grant.

Positive

• Disclosure compliance: Form 4 filed and signed, showing timely reporting of insider activity.
• Director participation in equity plan: Acquisition occurred via the 2017 Non-Employee Director Equity Plan, indicating alignment with shareholder interests through equity ownership.

Negative

• None.

Insights

Financial Analyst

TL;DR Minor insider acquisition via dividend reinvestment; no material change to ownership or control.

The Form 4 documents a small, routine acquisition of 50.1707 shares by a company director through the Non-Employee Director Equity Plan at a reported price of $103.52. The transaction is dividend-driven and largely administrative: a portion of shares were credited as fully vested and others will vest with the underlying grant. The post-transaction direct beneficial ownership is 6,617.6789 shares, which represents an immaterial change for most investors and does not indicate a shift in insider sentiment beyond participation in standard compensation arrangements.

Corporate Governance Expert

TL;DR Routine director compensation mechanics disclosed; compliant reporting and POA signature noted.

The filing cites the 2017 Non-Employee Director Equity Plan and explains the mechanics of dividend reinvestment and vesting. The Form 4 is signed by the Assistant Corporate Secretary as POA, which is a common administrative practice for director filings. There are no disclosures of sales, option exercises, or unusual transfers. From a governance perspective, this is a standard disclosure reflecting non-employee director equity compensation and dividend reinvestment.

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

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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).

1. Name and Address of Reporting Person^*

Smith Cynthia 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)
09/30/2025

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	09/30/2025		A		50.1707(1)	A	$103.52	6,617.6789	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. 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.

Remarks:

	Kathryn L. Reilly, Assistant Corporate Secretary, POA for Smith, Cynthia 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.
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.

FAQ

What transaction did Cynthia F. Smith report on Form 4 for TROW?

The Form 4 reports an acquisition of 50.1707 shares on 09/30/2025 related to dividend credits under the 2017 Non-Employee Director Equity Plan.

How many TROW shares does Cynthia Smith beneficially own after the transaction?

The filing shows Ms. Smith beneficially owned 6,617.6789 shares (direct) after the reported transaction.

What price is reported for the shares acquired by the director?

The reported price for the transaction is $103.52 per share.

Why were the shares issued to Cynthia Smith?

The shares were issued pursuant to the 2017 Non-Employee Director Equity Plan as dividend reinvestment shares; some were fully vested on credit and others will vest with the underlying grant.

Who signed the Form 4 on behalf of Cynthia Smith?

The Form 4 was signed by Kathryn L. Reilly, Assistant Corporate Secretary, as POA for Cynthia F. Smith on 09/30/2025.