Form 4: T. Rowe Price VP Sawyer Boosts Stake with RSU, ESPP

Dorothy C. Sawyer, VP at T. Rowe Price Group Inc., reported acquiring over 19,000 shares through an RSU award and additional shares via an employee stock purchase plan.

Summary

• Dorothy C. Sawyer, a Vice President at T. Rowe Price Group Inc. (TROW), reported changes in her beneficial ownership of common stock.
• On December 3, 2025, Sawyer acquired 19,039 shares of common stock through a Restricted Stock Unit (RSU) award. These RSUs will vest 20% annually over a five-year period, beginning on December 10, 2026.
• Also on December 3, 2025, Sawyer acquired an additional 86.8672 shares of common stock through the T. Rowe Price Group, Inc. Employee Stock Purchase Plan (ESPP) at a weighted-average price of $101.5671 per share.
• Following these transactions, Sawyer directly beneficially owns 63,914.5816 shares of T. Rowe Price Group Inc. common stock.
• Indirect ownership previously attributed to Sawyer due to her daughter's residence has ceased, as the daughter is no longer a member of the household, and these holdings are no longer reportable.
• A Limited Power of Attorney, effective December 19, 2023, authorizes certain company officers to execute and file SEC reports on Sawyer's behalf.

Sentiment

Score: 6

Explanation: Slightly positive due to insider acquiring shares, indicating confidence, though it's a routine compensation event rather than an open market purchase.

Positives

• Insider acquisition of 19,039 shares through an RSU award, aligning management interests with shareholders.
• Participation in the Employee Stock Purchase Plan (ESPP) to acquire an additional 86.8672 shares, indicating confidence in the company.

Risks

• The Power of Attorney explicitly states that neither the Company nor the Attorney-in-Fact assumes liability for the undersigned's responsibility to comply with Section 13 or Section 16 of the Exchange Act or Rule 144, or for disgorgement of profits under Section 16(b) of the Exchange Act.
• The Power of Attorney also states that it does not relieve the undersigned from responsibility for compliance with their obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act.

Future Outlook

The RSU award of 19,039 shares will vest 20% annually over a five-year period, commencing on December 10, 2026, indicating a long-term incentive structure for the Vice President.

Management Comments

• "This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information."
• "Neither the Company nor the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act."
• "This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act."

Industry Context

Insider transactions, particularly through RSU awards and ESPPs, are standard practices in publicly traded companies to align executive and employee interests with shareholder value. These mechanisms are common in the financial services industry, like T. Rowe Price, to incentivize long-term performance and retention.

Comparison to Industry Standards

• The RSU award with a five-year vesting schedule is a common long-term incentive structure, comparable to practices at other asset management firms such as BlackRock or Vanguard, designed to retain talent and encourage sustained performance.
• Employee Stock Purchase Plans (ESPPs) are widely adopted across various industries, including financial services, offering employees a discounted way to acquire company stock, similar to programs at Fidelity or Charles Schwab.

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership previously attributed to the reporting person by virtue of her daughter's residence has ceased, as the daughter no longer resides in the household, and these holdings are no longer reportable.

Stakeholder Impact

• Shareholders: The RSU award and ESPP participation align the interests of a key executive with shareholders, potentially fostering long-term value creation.
• Employees: The ESPP demonstrates the company's commitment to broad-based employee ownership, which can boost morale and retention.

Next Steps

• The RSU award will begin vesting 20% annually starting December 10, 2026, over a five-year period.
• Dorothy C. Sawyer will continue to be subject to SEC filing requirements under Section 13 or Section 16 of the Exchange Act, with assistance from the designated attorneys-in-fact.

Key Dates

Keywords

T. Rowe Price, TROW, Form 4, Insider Trading, Beneficial Ownership, Restricted Stock Units, RSU, Employee Stock Purchase Plan, ESPP, Dorothy C. Sawyer, Executive Compensation, Corporate Governance