TROWT. Rowe Price

Refer to the adjustment calculations in footnotes a - c to the pay versus performance table. We note your use of the term "LTI Awards" rather than "Stock Awards," as used in the Summary Compensation Table. If the use of this terminology represents a difference from the amounts set forth in the Summary Compensation Table, please ensure that your disclosure clearly describes both the difference and your authority

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therefor. Alternatively, consider using the same terminology used in the Summary Compensation Table.

We respectfully acknowledge the comments of the Staff of the Division of Corporation Finance (the “Staff”) contained in the Staff’s letter dated August 2, 2023 to T. Rowe Price Group, Inc. (the “Company”), with respect to the Company’s Definitive Proxy Statement on Schedule 14A filed March 21, 2023 for the year ended December 31, 2022. The Company confirms that we will enhance our future proxy disclosures in accordance with the topics discussed in the letter. One letter for all the questions, without numbered answers. Read the reply ↗

Also in footnotes a - c of the pay versus performance table, please clarify that the amounts in the row titled "Add Change in Fair Value of LTI Awards Vested as of Vesting Date" represent awards made in prior fiscal years, if true.

See the reply above.

It appears that you have included as net income in column (h) of your pay versus performance table amounts equal to the net income attributable to T. Rowe Price Group, Inc. for each year covered by the table. Please include net income (loss), as reported in your audited GAAP financial statements, in column (h) for all years covered by the table as required by Regulation S-K Item 402(v)(2)(v).

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Refer to Regulation S-K Compliance and Disclosure Interpretations Questions 128D.08 and 128D.09. Please also provide a clear description of the relationship between compensation actually paid and net income, as opposed to "net income attributable to T. Rowe Price Group, Inc," as required by Regulation S-K Item 402(v)(5)(ii). Please note that you may voluntarily provide supplemental measures of compensation or financial performance, so long as any additional disclosure is clearly identified as supplemental, not misleading, and not presented with greater prominence than the required disclosure.

See the reply above.