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

Independent Investment

Organization

Focused solely on investment management and related services

Financial Strength

Ample liquidity and substantial cash reserves

Alignment of Interests

Substantial employee ownership aligns interests with stockholders

Global Investment Platform

Full range of equity, fixed income, multi-asset, and alternative solutions

Stable Investment

Leadership

Global investment leaders average 17 years’ tenure at T. Rowe Price

Our Multiyear Strategic Objectives

2025 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%, 46%, and 61% 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, 2025, respectively.(2)

Financial Results

Our assets under management (AUM) was $1.78 trillion on December 31, 2025, with 8.8% of our AUM domiciled outside the U.S. Average AUM in 2025, was $1.68 trillion, which led to investment advisory revenues of over $6.6 billion. In 2025, we returned $1,768.0 million to stockholders, including $624.6 million through share repurchases.

Past performance cannot guarantee future results. As of December 31, 2025.

(1)​

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

(2)​

Source: © 2026 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. Primary share class only.

Notice of 2026 Annual Meeting

of Stockholders

Stockholders who owned shares of our common stock as of February 20, 2026, 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 17, 2026

Date and Time

Thursday, May 7, 2026, 8 a.m. eastern time

Record Date

February 20, 2026. 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/TROW2026

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

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on

May 7, 2026

On or about March 17, 2026, 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 2025 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 86 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 2026 Annual Meeting of Stockholders (Annual Meeting). The purpose of the Annual Meeting is to:

◼

Elect a Board of 13 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 2026.

This proxy statement, the proxy card, and our 2025 Annual Report to Stockholders containing our consolidated financial statements and other financial information for the year ended December 31, 2025, 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 17, 2026.

Voting Road Map

Proposal 1

Election of Directors

Director Nominee Demographics

INDEPENDENCE

◼

11 of the 13 director nominees are independent under the NASDAQ Global Select Market standards

◼

All directors serving on the Audit, Executive Compensation and Management Development, and Nominating and Corporate Governance Committees are independent

◼

A well-empowered lead independent director provides valuable independent leadership to our Board

BackgrouNd

Of our independent director nominees:

TENURE

◼

Balanced mix of short- and long-tenured directors

◼

The tenure of our independent director nominees ranges from six months to 16 years, with an average tenure of approximately seven years

QUALIFICATIONS, SKILLS, AND EXPERIENCE

BOARD ENGAGEMENT

◼

The Board held seven meetings in 2025

◼

Each director attended at least 75% of the combined total number of meetings of the Board and Board committees of which he or she was a member

◼

The independent directors met in executive session at all seven of the Board meetings in 2025

◼

All directors were at the 2025 annual meeting of stockholders and were available to respond to questions from our stockholders

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 2026

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.

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