T. Rowe Price Group (TROW) VP discloses stock grants, ESPP buy and gift

Rhea-AI Filing Summary

T. Rowe Price Group vice president Joshua Nelson reported several stock transactions dated December 3, 2025. He acquired 9,996 shares of common stock at $0.00 as a restricted stock unit award that will be settled in shares of common stock upon vesting.

The time-based award vests in three annual installments beginning on December 10, 2026, and he also has a performance-based award that, if earned, would vest in two annual installments beginning on December 10, 2029. He additionally bought 4.349 shares through the employee stock purchase plan at a weighted-average price of $99.9977 and made a gift of 654 shares, leaving him with 87,640.273 shares owned directly.

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
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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^*

Nelson Joshua B

(Last) (First) (Middle)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/03/2025

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	12/03/2025		A		9,996(1)	A	$0.00	88,289.924	D
Common Stock	12/03/2025		A	V	4.349	A	$99.9977(2)	88,294.273	D
Common Stock	12/03/2025		G		654	D	$0.00	87,640.273	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. 12/3/2025 - The restricted stock unit award is settled in shares of common stock upon vesting. The awards vest in three annual installments beginning on December 10, 2026. As previously disclosed in the Company's 2019 Proxy Statement, in addition to this time-based award, the officer was also granted a performance-based award, which if earned, would vest in two annual installments beginning on December 10, 2029.

2. Shares acquired pursuant to the T. Rowe Price Group, Inc. Employee Stock Purchase Plan at the noted weighted-average price.

Remarks:

	Cheryl L. Emory, Assistant Corporate Secretary, POA for Nelson, Joshua	12/05/2025
	** 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 insider stock transactions did T. Rowe Price Group (TROW) report for Joshua Nelson on December 3, 2025?

Vice president Joshua Nelson reported three transactions in T. Rowe Price Group (TROW) common stock on December 3, 2025: a 9,996-share restricted stock unit award at $0.00, a purchase of 4.349 shares through the employee stock purchase plan, and a 654-share gift, all in common stock.

How many TROW shares did Joshua Nelson receive as a restricted stock unit award?

Joshua Nelson received a restricted stock unit award covering 9,996 shares of T. Rowe Price Group common stock. According to the disclosure, this award will be settled in shares of common stock upon vesting.

When will Joshua Nelsons TROW restricted stock units vest?

The time-based restricted stock unit award for 9,996 shares vests in three annual installments beginning on December 10, 2026, as stated in the explanation of responses.

How many shares did Joshua Nelson buy through the T. Rowe Price Group (TROW) employee stock purchase plan?

Joshua Nelson acquired 4.349 shares of T. Rowe Price Group (TROW) common stock through the Employee Stock Purchase Plan at a noted weighted-average price of $99.9977.

How many TROW shares did Joshua Nelson gift, and what is his direct ownership afterward?

He made a gift of 654 shares of T. Rowe Price Group common stock at $0.00. Following the reported transactions, he directly owns 87,640.273 shares of common stock.

What additional performance-based TROW award does Joshua Nelson hold?

In addition to the time-based restricted stock units, Nelson was also granted a performance-based award that, if earned, would vest in two annual installments beginning on December 10, 2029, as described in the explanation of responses.

What is Joshua Nelsons role at T. Rowe Price Group (TROW)?

Joshua Nelson is identified as an officer of T. Rowe Price Group (TROW) with the title of Vice President, and the Form 4 is filed by one reporting person.