[Form 4] T Rowe Price Group Inc Insider Trading Activity

Rhea-AI Filing Summary

Artiva Biotherapeutics, Inc. (Nasdaq: ARTV) filed an 8-K summarizing the outcomes of its 2025 Annual Meeting held on 24 June 2025.

• Equity Incentive Plan: Stockholders approved an amendment to the 2024 Equity Incentive Plan, adding 1,214,580 new shares of common stock available for grants. With 24,363,119 shares outstanding on the record date, the newly authorized pool represents approximately 5% potential dilution.
• Director Election: Dr. Daniel Baker was elected as a Class I director for a three-year term, receiving 18,913,133 votes in favor, 22,995 withheld, and 1,838,803 broker non-votes.
• Auditor Ratification: KPMG LLP was ratified as independent registered public accounting firm for fiscal 2025 with 20,772,359 votes for, 300 against, and 2,272 abstentions.
• Plan Approval Details: The equity plan amendment passed with 16,350,669 votes for, 2,583,159 against, 2,300 abstentions, and 1,838,803 broker non-votes.

No other material transactions, earnings data, or strategic shifts were reported.

Positive

• Strong shareholder support for all proposals, indicating alignment between management and investors.
• KPMG ratification (20.8 M votes for vs. 0.3 K against) sustains confidence in financial reporting.

Negative

• Potential dilution of approximately 5% from the additional 1,214,580 shares authorized under the equity plan.
• Equity plan opposition of 2,583,159 votes suggests a minority concern over share issuance.

Insights

Corporate Governance Expert

TL;DR: All proxy items passed; equity plan expansion introduces modest dilution but maintains governance stability.

The meeting results show strong shareholder support for management proposals. Approval of the amended 2024 Equity Incentive Plan provides the board with additional flexibility to attract and retain talent—an important factor for a clinical-stage biotech. The 1.2 million additional shares equate to roughly 5% of current shares outstanding, a level generally viewed as moderate in the sector. Election of Dr. Baker maintains board continuity, while near-unanimous auditor ratification signals confidence in financial oversight. Overall governance impact is neutral to slightly positive.

Equity Analyst

TL;DR: Shareholder approvals remove overhang; incremental dilution is limited, no immediate financial impact.

From an investor perspective, the filing is largely procedural. The equity plan increase, though dilutive, is small and customary for growth-stage biotechs focused on talent retention. Absence of opposition to KPMG reduces accounting-related risk. No financial performance metrics or pipeline updates were provided, so the disclosure should not materially alter the investment thesis. I view the net effect on valuation as neutral.

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^*

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)
06/27/2025

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	06/27/2025		A		53.3396(1)	A	$96.1	6,567.5082	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:

	Cheryl L. Emory, Assistant Corporate Secretary, POA for Smith, Cynthia F.	07/01/2025
	** 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 was the main outcome of the 2025 Artiva (ARTV) Annual Meeting?

Shareholders approved an amendment to the 2024 Equity Incentive Plan adding 1,214,580 shares and elected Dr. Daniel Baker to the board.

How many additional shares did Artiva authorize for its 2024 Equity Incentive Plan?

The plan was increased by 1,214,580 shares of common stock.

Was KPMG LLP ratified as Artiva's auditor for 2025?

Yes. 20,772,359 votes supported KPMG's appointment, with only 300 against.

What were the vote totals for the equity plan amendment at ARTV?

For: 16,350,669; Against: 2,583,159; Abstain: 2,300; Broker Non-Votes: 1,838,803.

How many shares of Artiva Biotherapeutics were outstanding on the meeting record date?

There were 24,363,119 shares outstanding as of 25 April 2025.