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)

Payment of Filing Fee (Check the appropriate box):

T. Rowe Price Group, Inc.

A Premier Global Active Asset Manager

Our Multiyear Strategic Objectives

2024 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 56%, 56%, and 70% 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, 2024, respectively.(2)

Financial Results

Our assets under management (AUM) was $1.61 trillion on December 31, 2024, with 8.8% of our AUM domiciled outside the U.S. Average AUM in 2024, was $1.56 trillion, which led to investment advisory revenues of over $6.4 billion. In 2024, we returned $1,469.7 million to stockholders, including $334.5 million of share repurchases.

Past performance cannot guarantee future results. As of December 31, 2024.

Notice of 2025 Annual Meeting of Stockholders

Date and Time

Thursday, May 8, 2025, 8 a.m. eastern time

Record Date

March 3, 2025. 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/ TROW2025

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.

1307 POINT STREET

BALTIMORE, MD 21231

Stockholders who owned shares of our common stock as of March 3, 2025, 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 26, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 8, 2025

On or about March 26, 2025, 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 2024 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 89 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 2025 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;

• Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2025; and

• Consider a stockholder proposal for a shareholder approval requirement for excessive golden parachutes.

This proxy statement, the proxy card, and our 2024 Annual Report to Stockholders containing our consolidated financial statements and other financial information for the year ended December 31, 2024, 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 26, 2025.

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 straightforward, 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 2025

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

Proposal 4

Stockholder Proposal for a Shareholder Approval Requirement for Excessive Golden Parachutes