Form 4: T. Rowe Price Director Increases Stake Through Equity Plan and Dividend Reinvestment

T. Rowe Price Group Inc. Director Robert J. Stevens increased his beneficial ownership of common stock through dividend reinvestment and director fee awards under the 2017 Non-Employee Director Equity Plan.

Summary

• Robert J. Stevens, a Director of T. Rowe Price Group Inc. (TROW), reported changes in his beneficial ownership of common stock.
• On June 27, 2025, Stevens acquired 267.1081 shares of common stock at a price of $96.1 per share. These shares were acquired pursuant to the T. Rowe Price Group, Inc. 2017 Non-Employee Director Equity Plan, representing dividends declared by the issuer on its Common Stock. A portion of these shares were credited as fully-vested dividend reinvestment shares, while another portion will accrue and vest when the corresponding grant vests.
• On June 30, 2025, Stevens acquired an additional 613 shares of common stock (as Stock Units) at a price of $0.00 per share. These Stock Units were issued for Director Fee Awards under the 2017 Non-Employee Director Equity Plan, based on a closing price of $96.50 per share for TROW shares on that date. These Stock Unit Shares and any future dividends attributed to them vest in full and become nonforfeitable on the date of grant.
• Following these transactions, Stevens' total beneficial ownership of TROW common stock increased to 21,091.9911 shares.

Sentiment

Score: 7

Explanation: The document reports routine insider share acquisitions by a director, which is generally a positive signal of confidence in the company. There are no negative disclosures or red flags.

Positives

• Director Robert J. Stevens increased his beneficial ownership in T. Rowe Price Group Inc., indicating alignment with shareholder interests.
• The acquisition of shares through dividend reinvestment demonstrates a commitment to long-term investment in the company.
• The issuance of Stock Units for Director Fee Awards aligns director compensation with company performance and shareholder value.

Future Outlook

This Form 4 filing details past transactions and does not provide forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• The filing includes a signature by Cheryl L. Emory, Assistant Corporate Secretary, acting as Power of Attorney for Stevens, Robert J.

Industry Context

Insider transactions, particularly acquisitions by directors, are generally viewed positively as they signal confidence in the company's future prospects. This transaction is consistent with common practices in the financial services industry where executive and director compensation often includes equity components to align interests with shareholders.

Comparison to Industry Standards

• The use of equity plans for non-employee directors, including dividend reinvestment and stock unit awards, is a standard practice across the financial services industry and broader corporate governance. This aligns director incentives with long-term shareholder value, a common benchmark for effective corporate governance.
• Specific comparable companies like BlackRock, Vanguard, or Fidelity often employ similar equity-based compensation structures for their board members.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased director ownership can be seen as a positive signal of confidence, potentially reassuring shareholders about management's alignment with their interests.

Key Dates

Keywords

T. Rowe Price, TROW, Form 4, Insider Transaction, Director Stock Ownership, Equity Plan, Dividend Reinvestment, Stock Units, Executive Compensation