TROW director receives 1,899-share equity grant

WILSON ALAN D reported acquisition or exercise transactions in this Form 4 filing.

Accepted by SEC EDGAR 05/11/2026 - 03:38 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

WILSON ALAN D reported acquisition or exercise transactions in this Form 4 filing.

Alan D. Wilson, a director of PRICE T ROWE GROUP INC, received a grant of 1,899 shares of common stock as a restricted stock unit award under the 2017 Non-Employee Director Equity Plan at $105.33 per share. His direct holdings increased to 40,664.9114 shares, with vesting tied to service, death, disability, or a change in control.

Insider Trade Summary

Grant/Award: 1,899 shares

Grant/Award 1 txn

Insider WILSON ALAN D

Role Director

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

Holdings After Transaction: Common Stock — 40,664.9114 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) 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.

Key Figures

Shares granted: 1,899 shares Grant price: $105.33 per share Shares held after transaction: 40,664.9114 shares +2 more

5 metrics

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

Grant price $105.33 per share Closing TROW price on May 8, 2026 for award valuation

Shares held after transaction 40,664.9114 shares Director’s direct common stock holdings post-award

Vesting reference point Next annual meeting One of the earliest vesting triggers for award shares

Change in control vesting Immediate before change in control Award vests in full immediately before a qualifying change in control

Key Terms

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

5 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"

forfeiture provisions financial

"The forfeiture provisions of the Stock Unit Shares and all accrued dividends"

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did TROW director Alan D. Wilson report?

Alan D. Wilson reported an equity award, receiving 1,899 shares of PRICE T ROWE GROUP INC common stock as a grant under the 2017 Non-Employee Director Equity Plan. This is compensation, not an open-market purchase or sale, and increases his direct share holdings.

At what price were Alan D. Wilson’s restricted stock unit shares valued by TROW?

The restricted stock unit shares were issued at $105.33 per share, based on the closing price of TROW shares on May 8, 2026. This price is used to determine the grant’s value under the 2017 Non-Employee Director Equity Plan for compensation purposes.

How many TROW shares does Alan D. Wilson hold after this Form 4 transaction?

Following the grant of 1,899 shares, Alan D. Wilson directly holds 40,664.9114 shares of PRICE T ROWE GROUP INC common stock. This figure reflects his position after the award and helps investors gauge the relative size of the new equity grant versus existing holdings.

When do Alan D. Wilson’s TROW restricted stock unit shares become fully vested?

The restricted stock unit shares and related dividends vest in full upon the earliest of several events: immediately before the next year’s annual meeting, the holder’s death, a determination of total and permanent disability, or immediately before and contingent upon a qualifying change in control.

What plan governs Alan D. Wilson’s equity award from PRICE T ROWE GROUP INC?

The award was granted under the 2017 Non-Employee Director Equity Plan. This plan provides restricted stock unit shares to non-employee directors, using the closing stock price on the grant date to set value and including specific vesting, forfeiture, and change-in-control provisions for those shares.

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

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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^*

WILSON ALAN D

(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	40,664.9114	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 Wilson, Alan D.	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)