PRICE T ROWE GROUP INC

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

**Washington, D.C. 20549

**SCHEDULE 14A

**(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

**SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

**T. Rowe Price Group, Inc.

****(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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T. Rowe Price Group, Inc.

A Premier Global Active Asset Manager

Our Multiyear Strategic Objectives

Past performance cannot guarantee future results. As of December 31, 2023.

(1) Firmwide AUM includes assets managed by T. Rowe Price Associates, Inc., and its investment advisory affiliates.

2023 Performance

Investment Results

As investors, we remained focused on our strategic investing approach and delivering alpha for clients through active management. Our investment performance was solid across most asset classes, with 52%, 56%, and 71% of our U.S. mutual funds (primary share class only) outperforming their comparable Morningstar median over the 3-, 5-, and 10-year periods ended December 31, 2023, respectively.(1)

Financial Results

Our assets under management (AUM) was $1.445 trillion on December 31, 2023, with 8.6% of our AUM domiciled outside the U.S. Average AUM was $1.36 trillion, which led to investment advisory revenues of over $5.7 billion. We returned $1.4 billion to stockholders, including $254.3 million of share repurchases in 2023.

ESG Snapshot

Supporting the Transition to a Low Carbon Economy

As an asset manager, we are a fiduciary first and foremost. We view climate change considerations through a fiduciary lens, with a focus on financial performance and risk management. We support the goals of the Paris Climate Agreement to limit the increase of global temperatures to 1.5˚C, because we believe that a smooth climate transition will create a more stable economic environment, reduce uncertainty, and enable business investment.

In April 2022, we joined the Net Zero Asset Managers initiative (NZAM), an international group of asset managers committed to supporting the goals of the Paris Climate Agreement and achieving net zero greenhouse gas (GHG) emissions by 2050 or sooner. We engage constructively with companies to encourage a thoughtful transition to net zero that we believe will deliver better outcomes for our investors.

For most of our clients, their sole objective is risk-adjusted financial performance. For these portfolios, integration of environmental, social and governance (ESG)(2) related risks and opportunities forms part of our fundamental research process. Some clients choose to extend their investment objectives beyond financial considerations alone and in such cases, we will work with them to develop solutions that meet their needs. In 2023, we introduced our Net Zero Transition framework, which can be applied to multiple vehicles and asset classes. The framework is applied in our new Global Growth Equity Net Zero Transition Fund in a SICAV offering.

Additionally, we and the International Finance Corporation, a member of the World Bank Group, announced plans to create the T. Rowe Price Emerging Markets Blue Economy Bond Strategy to increase access to financing for blue projects in emerging markets and to help improve market standards for the nascent blue bond market. Blue investments seek to provide competitive returns while supporting the health, productivity, and resilience of the world's oceans and water resources, which are vital for sustainable global development, especially in the face of climate change, overfishing, and pollution.

To address GHG emissions from our operations, we established a target to achieve net zero scope 1 and 2 emissions(3) by 2040, which is supported by an interim target to reduce GHG emissions by 75% by 2030 compared with our 2021 baseline. These targets were approved by our Nominating and Corporate Governance Committee in February 2023. Both of these targets place us below the emissions reduction trajectory required to stay within a 1.5°C warming scenario.

Promoting Diversity

Our long-held reputation for excellence and reliability is made possible by the diversity of backgrounds, perspectives, skills, and experiences of our associates.

To bring diversity, equity and inclusion (DEI) to life, we:

In 2023

(4) Senior roles are defined as people leaders and/or individual contributors with significant business or functional responsibility. Information excludes OHA associates.

Notice of 2024 Annual Meeting of Stockholders

Date and Time

Tuesday, May 7, 2024, 8 a.m. eastern time

Record Date

March 1, 2024. Only stockholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting.

Virtual Meeting

This year's Annual Meeting will be held through virtualshareholdermeeting.com/ TROW2024

Voting Methods

Internet

Telephone

Mail

YOUR VOTE IS IMPORTANT!

Please vote via the internet or telephone (if such voting methods are available to you) by following the instructions on the accompanying proxy card promptly. Please see the Notice of Internet Availability of Proxy Materials, your proxy card, or the information your bank, broker, or other holder of record provided to you for more information on these options.

T. ROWE PRICE GROUP, INC.

100 EAST PRATT STREET

BALTIMORE, MD 21202

Stockholders who owned shares of our common stock as of March 1, 2024, are entitled to attend and vote at the Annual Meeting or any adjournments.

By Order of the Board of Directors,

David Oestreicher

General Counsel and Corporate Secretary

Baltimore, Maryland

March 18, 2024

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 7, 2024

On or about March 18, 2024, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials directing stockholders to a website where they can access the proxy statement for our Annual Meeting and the 2023 Annual Report to Stockholders (Annual Report) and view instructions on how to vote their shares by internet or telephone. This proxy statement and our Annual Report may be viewed, downloaded, and printed, at no charge, by accessing the following internet address: materials.proxyvote.com/74144T.

Stockholders who wish to attend the Annual Meeting must follow the instructions on page 84 under the section titled "What must I do to participate in the Annual Meeting?".

Introduction

This proxy statement is being made available to you in connection with the solicitation of proxies by the T. Rowe Price Group, Inc. (Price Group or the Company) Board of Directors (Board) for the 2024 Annual Meeting of Stockholders (Annual Meeting). The purpose of the Annual Meeting is to:

● Elect a Board of 11 directors;

● Approve, by a nonbinding advisory vote, the compensation paid by the Company to its Named Executive Officers; and

● Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024.

This proxy statement, the proxy card, and our 2023 Annual Report to Stockholders containing our consolidated financial statements and other financial information for the year ended December 31, 2023, form your "Proxy Materials." We have adopted the Securities and Exchange Commission's (SEC) "Notice and Access" model of proxy notification, which allows us to furnish proxy materials online, with paper copies available upon request. We sent you a notice on how to obtain your Proxy Materials on March 18, 2024.

Voting Road Map

Proposal 1

Election of Directors

Director Nominee Demographics

Proposal 2

Advisory Vote on the Compensation Paid to Our Named Executive Officers

Our Named Executive Officers' (NEOs) compensation is straight-forward, goal oriented, long-term focused, transparent, and aligned with the interests of our stockholders.

Our incentive compensation programs are designed to motivate and reward performance, as measured by several factors, including:

● the financial performance and financial stability of Price Group

● the relative investment performance of our investment products

● the performance of our NEOs against the corporate and individual goals established at the beginning of the year

Our executive compensation programs are also designed to reward our NEOs for other important contributions to our success, including corporate integrity, service quality, customer loyalty, risk management, corporate reputation, and the quality of our team of professionals and collaboration within that team.

Our long-term variable compensation creates a strong alignment of the financial interests of our NEOs directly to the long-term performance of our Company.

Proposal 3

Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2024

The Audit Committee and the Board believe that the continued retention of KPMG as our independent registered public accounting firm is in the best interest of Price Group and our stockholders.