Controls and Procedures.
−Removed: Our management, including our principal executive and principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022.
+Added: Our management, including our principal executive and principal financial officers, have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2023.
Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures as of December 31, 2023, are effective at the reasonable assurance level to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, including our Form 10-K annual report, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Our management, including our principal executive and principal financial officers, has evaluated any change in our internal control over financial reporting that occurred during the fourth quarter of 2022, and has concluded that there was no change during the fourth quarter of 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
−Removed: Management’s report on our internal control over financial reporting and the attestation report of KPMG LLP follow after Item 9B.
+Added: Our management, including our principal executive and principal financial officers, have evaluated any change in our internal control over financial reporting that occurred during the fourth quarter of 2023, and has concluded that there was no change during the fourth quarter of 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: Management’s report on our internal control over financial reporting and the attestation report of KPMG LLP follow after Item 9C.
Other Information.
27 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and December 31, 2021, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 15, 2023 expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 16, 2024 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
15 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+Added: / s/ KPMG LLP
Baltimore, Maryland
41 unchanged sentences
Rowe Price Funds.
−Removed: (Incorporated by reference from Form 485BPOS filed on April 26, 2018.)
10.04 Agreement as of January 1, 2023, between T.
2 unchanged sentences
Rowe Price Funds.
−Removed: (Incorporated by reference from Form 485BPOS filed on April 26, 2018.)
−Removed: 10.05 Fund Accounting Services Agreement as of August 1, 2015 between T.
+Added: 10.05 Amended and Restated Agreement dated as of January 1, 2023 between T.
Rowe Price Associates, Inc.
−Removed: Rowe Price Funds.
−Removed: (Incorporated by reference from Form 485BPOS filed on April 26, 2018.)
+Added: Rowe Price Funds for Fund Accounting and Related Administrative Services .
10.06 * Statements of additional terms and conditions for awards granted under the Amended and Restated 2007 Non-Employee Director Equity Plans after February 12, 2009.
5 unchanged sentences
(Incorporated by reference from Form 10-K for 2004 filed on March 1, 2005.)
−Removed: 10.11.1 * 2004 Stock Incentive Plan.
−Removed: (Incorporated by reference from Form DEF 14A filed on February 27, 2004.)
−Removed: 10.11.2 * HM Revenue and Customs Approved Sub-Plan for UK Employees under the 2004 Stock Incentive Plan.
−Removed: (Incorporated by reference from Form 10-Q for the quarterly period ended June 30, 2010 filed on July 23, 2010.)
−Removed: 10.11.3 * First Amendment to 2004 Stock Incentive Plan dated December 12, 2008.
−Removed: (Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2009 filed on April 22, 2009.)
−Removed: 10.12 * Forms of agreements available for stock-based awards issued under the 2001 and 2004 Stock Incentive Plans.
−Removed: (Incorporated by reference from Form 10-Q for the quarterly period ended June 30, 2010 filed on July 23, 2010.)
−Removed: 10.12.1 * Forms of agreement for stock options issued under the HM Revenue and Customs Approved Sub-Plan for UK Employees under the 2004 Stock Incentive Plan.
−Removed: (Incorporated by reference from Form 10-Q for the quarterly period ended June 30, 2010 filed on July 23, 2010.)
−Removed: 10.12.2 * Forms of agreement for stock options issued after February 2, 2012 under the 2004 Stock Incentive Plan.
−Removed: (Incorporated by reference from Form 10-K for 2011 filed on February 3, 2012.)
−Removed: 10.12.3 * Forms of agreement for restricted stock units issued after February 2, 2012 under the 2004 Stock Incentive Plan.
−Removed: (Incorporated by reference from Form 10-K for 2011 filed on February 3, 2012.)
−Removed: 10.12.4 * Forms of agreement for restricted stock awards issued after February 2, 2012 under the 2004 Stock Incentive Plan.
−Removed: (Incorporated by reference from Form 10-K for 2011 filed on February 3, 2012.)
10.09 * Policy for Recoupment of Incentive Compensation.
−Removed: (Incorporated by reference from Form 8-K Current Report as of April 14, 2010 filed on April 16, 2010.)
10.10 * 2 012 Long-term Incentive Plan.
41 unchanged sentences
2012 Long-Term Incentive Plan (Incorporated by reference from Form 10-K Annual Report filed on February 13, 2020.)
−Removed: 10.15.14 * Supplemental Savings Plan (Incorporated by reference from Form S-8 registration statement filed on October 23, 2014.)
−Removed: 10.16 * Supplemental Savings Plan - Schedule 1 - Sponsoring Employers (Incorporated by reference from Form S-8 registration statement filed on October 23, 2014.)
−Removed: 10.16.1 * Supplemental Savings Plan - Schedule 2 - UK Addendum (Incorporated by reference from Form S-8 registration statement filed on October 23, 2014.)
−Removed: 10.16.2 * Supplemental Savings Plan - Schedule 3 - Sweden Addendum (Incorporated by reference from Form S-8 registration statement filed on July 27, 2016.)
−Removed: 10.16.3 * Supplemental Savings Plan - Schedule 4 - Luxembourg Addendum (Incorporated by reference from Form S-8 registration statement filed on July 27, 2016.)
+Added: 10.11.14 * Supplemental Savings Plan , amended and restated as of July 28, 2020 ( Incorporated by reference from Form S-8 registration statement filed on August 2, 2023.)
10.12 * 2017 Non-Employee Director Equity Plan, as amended (Incorporated by reference from Form 10-K Annual Report filed on February 13, 2020.)
22 unchanged sentences
Rowe Price Group, Inc., Oak Hill Advisors, L.P., and the holders of equity interests in OHA.
−Removed: (Inco r porated by reference from Form 10-K filed on February 24, 2022.)
+Added: (Incorporated by reference from Form 10-K filed on February 24, 2022.)
10.19 * Employment Agreement as of October 28, 2021, between T.
20 unchanged sentences
Rowe Price, Inc.
−Removed: 1986 Employee Stock Purchase Plan, Restated as of April 26, 2017, as amended.
−Removed: (Incorporated by reference from Form 10-K filed on February 24, 2022.)
+Added: 1986 Employee Stock Purchase Plan , r estated as of May 9, 2023 , as amended.
+Added: (Incorporated by reference from Form S-8 registration statement filed on August 2, 2023.)
10.23 * Employment Agreement as of December 31, 2020, between T.
28 unchanged sentences
32 Section 1350 Certifications.
+Added: 97.1 * Erroneously Awarded Compensation Recoupment Policy for Recoupment of Incentive Compensation.
+Added: 97.2 * Policy for Recoupment of Incentive Compensation.
101 The following series of unaudited XBRL-formatted documents are collectively included herewith as Exhibit 101.
19 unchanged sentences
Bartlett, Director
−Removed: Bush, Director
+Added: /s/ William P.
+Added: Donnelly, Director
/s/ Dina Dublon, Director
5 unchanged sentences
Rominger, Director
+Added: /s/ Cynthia F.
+Added: Smith, Director
/s/ Robert J.
Stevens, Director
−Removed: /s/ Richard R.
−Removed: Verma, Director
/s/ Sandra S.
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.