What changed in this filing

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Item 1. Financial Statements

2025-05-02 compared with 2024-11-01 · 184 added, 295 removed, 378 unchanged (56% of the section changed)

Financial Statements.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)

3 unchanged sentences

Investments 3,240.3 3,000.5

Assets of consolidated sponsored investment products ($ 1,419.4 million at September 30, 2024 and $ 1,204.4 million at December 31, 2023, related to variable interest entities)

Assets of consolidated investment products ($ 1,700.6 million at March 31, 2025 and $ 1,555.6 million at December 31, 2024, related to variable interest entities)

1,794.4 2,044.0

6 unchanged sentences

Accounts payable and accrued expenses $ 347.1 $ 353.5

Liabilities of consolidated sponsored investment products ($ 38.0 million at September 30, 2024 and $ 35.2 million at December 31, 2023, related to variable interest entities)

Liabilities of consolidated investment products ($ 40.8 million at March 31, 2025 and $ 46.2 million at December 31, 2024, related to variable interest entities)

Operating lease liabilities 472.1 278.7

Accrued compensation and related costs 328.2 219.8

Supplemental savings plan liability 969.6 895.0

Contingent consideration liability — 13.4

Deferred compensation liabilities 976.9 1,020.7

Income taxes payable 295.1 87.1

5 unchanged sentences

Common stock, $ 0.20 par value—authorized 750,000,000 ;

issued 222,143,000 shares at September 30, 2024 and 223,938,000 at December 31, 2023

issued 221,061,000 shares at March 31, 2025 and 222,966,000 at December 31, 2024

Additional capital in excess of par value 160.2 311.9

5 unchanged sentences

Non-controlling interests in consolidated entities 160.4 160.7

Total stockholders’ equity 10,452.7 9,697.1

Total liabilities, redeemable non-controlling interests, and stockholders’ equity $ 13,705.9 $ 12,278.8

Total permanent stockholders’ equity 10,555.1 10,506.1

Total liabilities, redeemable non-controlling interests, and permanent stockholders’ equity $ 13,993.7 $ 13,472.0

The accompanying notes are an integral part of these statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per-share amounts)

Three months ended Nine months ended

Three months ended

3/31/2025 3/31/2024

Investment advisory fees $ 1,598.4 $ 1,536.4

Performance-based advisory fees 10.4 17.6

Capital allocation-based income ( 1.2 ) 47.1

Administrative, distribution, and servicing fees 148.1 140.7 444.8 410.3

Administrative, distribution, services, and other fees 156.3 149.1

Net revenues 1,763.9 1,750.2

6 unchanged sentences

General, administrative, and other 103.3 92.6

Change in fair value of contingent consideration ( 13.4 ) — ( 13.4 ) ( 72.8 )

Acquisition-related amortization and impairment costs 28.7 29.9

3 unchanged sentences

Net gains (losses) on investments 31.9 121.5

Net gains (losses) on consolidated sponsored investment products 85.9 ( 24.4 ) 166.7 45.4

Net gains (losses) on consolidated investment products 31.9 72.3

Other gains (losses), including foreign currency gains (losses) 6.9 ( 4.9 )

13 unchanged sentences

The accompanying notes are an integral part of these statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)

Three months ended Nine months ended

Three months ended

3/31/2025 3/31/2024

2 unchanged sentences

Currency translation adjustments

Consolidated T.

Rowe Price investment products - variable interest entities 16.9 ( 10.8 ) 13.1 7.7

Reclassification (gains) losses recognized in non-operating income upon deconsolidation of certain T.

Rowe Price investment products 0.6 ( 0.7 ) 0.6 ( 0.7 )

Total currency translation adjustments of consolidated T.

Rowe Price investment products - variable interest entities

17.5 ( 11.5 ) 13.7 7.0

Consolidated investment products - variable interest entities 7.7 ( 5.6 )

Equity method investments

0.1 8.4 0.6 8.4

Total currency translation adjustments 17.6 ( 3.1 ) 14.3 15.4

Other comprehensive income (loss) before income taxes 3.4 ( 4.5 )

Net deferred tax (expense) benefits ( 0.5 ) 0.8 ( 0.1 ) ( 0.9 )

Net deferred tax (expense) benefit ( 0.5 ) 0.8

Total other comprehensive income (loss) 2.9 ( 3.7 )

1 unchanged sentence

comprehensive income (loss) attributable to redeemable non-controlling interests 17.7 18.0

Total comprehensive income attributable to T.

Comprehensive income attributable to T.

Rowe Price Group, Inc.

1 unchanged sentence

The accompanying notes are an integral part of these statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

Nine months ended

Three months ended

3/31/2025 3/31/2024

4 unchanged sentences

Amortization and impairment of acquisition-related assets and retention arrangements 49.0 50.8

Fair value remeasurement of contingent consideration liability ( 13.4 ) ( 72.8 )

Stock-based compensation expense

Net gains recognized on investments ( 8.3 ) ( 147.0 )

Net redemptions in sponsored investment products used to economically hedge supplemental savings plan liability 29.8 101.3

Net change in securities held by consolidated sponsored investment products ( 517.9 ) ( 779.9 )

Net redemptions in investment products used to economically hedge deferred compensation liabilities 45.9 15.1

Net change in securities held by consolidated investment products ( 163.0 ) ( 158.3 )

Other changes in assets and liabilities 90.3 162.3

3 unchanged sentences

Dispositions of sponsored investment products 119.8 95.7

Net cash of sponsored investment products on deconsolidation ( 15.7 ) ( 35.6 )

Net cash of investment products upon consolidation (deconsolidation) 3.7 ( 0.1 )

Additions to property, equipment and software ( 82.0 ) ( 102.5 )

Other investing activity ( 15.7 ) 2.8

Net cash (used in) provided by investing activities ( 155.0 ) 38.1

Net cash used in investing activities ( 47.8 ) ( 8.6 )

Cash flows from financing activities

1 unchanged sentence

Common share issuances under stock-based compensation plans 15.2 14.2

Dividends paid to common stockholders of T.

Rowe Price Group, Inc.

( 851.0 ) ( 842.0 )

Net contributions (distributions) to non-controlling interests in consolidated entities 2.6 ( 3.2 )

Dividends paid to common stockholders and equity-unit holders ( 289.5 ) ( 286.5 )

Net contributions to non-controlling interests in consolidated entities 0.1 0.2

Net subscriptions from redeemable non-controlling interest holders 78.0 87.4

Net cash used in financing activities ( 411.4 ) ( 267.8 )

Effect of exchange rate changes on cash and cash equivalents of consolidated

Rowe Price investment products

Effect of exchange rate changes on cash and cash equivalents of consolidated investment products 0.9 ( 0.8 )

Net change in cash and cash equivalents during period 174.6 360.1

Cash and cash equivalents at beginning of period, including $ 77.2 million at December 31, 2023, and $ 119.1 million at December 31, 2022, held by consolidated sponsored investment products

Cash and cash equivalents at beginning of period, including $ 63.1 million at December 31, 2024, and $ 77.2 million at December 31, 2023, held by consolidated investment products

2,712.9 2,143.8

Cash and cash equivalents at end of period, including $ 55.1 million at September 30, 2024, and $ 91.6 million at September 30, 2023, held by consolidated sponsored investment products

Cash and cash equivalents at end of period, including $ 50.8 million at March 31, 2025, and $ 87.4 million at March 31, 2024, held by consolidated investment products

$ 2,887.5 $ 2,503.9

The accompanying notes are an integral part of these statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(shares in thousands;

4 unchanged sentences

Rowe Price Group, Inc.

Non-controlling interests in consolidated entities Total stockholders’ equity Redeemable non-controlling interests

Balances at June 30, 2024

Non-controlling interests in consolidated entities Total permanent stockholders’ equity Redeemable non-controlling interests

Balances at December 31, 2024

222,966 $ 44.6 $ 311.9 $ 10,040.6 $ ( 51.7 ) $ 10,345.4 $ 160.7 $ 10,506.1 $ 944.0

3 unchanged sentences

— — — ( 288.8 ) — ( 288.8 ) — ( 288.8 ) —

Common stock-based compensation plans activity:

Shares issued upon option exercises 231 — 15.2 — — 15.2 — 15.2 —

Net shares issued upon vesting of restricted stock units 8 — ( 0.2 ) — — ( 0.2 ) — ( 0.2 ) —

Shares issued upon vesting of restricted stock units, net of shares withheld for taxes 5 — ( 0.2 ) — — ( 0.2 ) — ( 0.2 ) —

Stock-based compensation expense — — 50.3 — — 50.3 — 50.3 —

6 unchanged sentences

Rowe Price investment products — — — — — — — — ( 75.1 )

Balances at September 30, 2024

Balances at March 31, 2025

221,061 $ 44.2 $ 160.2 $ 10,242.2 $ ( 51.9 ) $ 10,394.7 $ 160.4 $ 10,555.1 $ 977.2

Three months ended 3/31/2024

outstanding Common

stock Additional

par value Retained

earnings AOCI (1)

stockholders’

1 unchanged sentence

Rowe Price Group, Inc.

Non-controlling interests in consolidated entities Total stockholders’ equity Redeemable non-controlling interests

Balances at June 30, 2023

224,281 $ 44.8 $ 520.6 $ 8,746.2 $ ( 47.8 ) $ 9,263.8 $ 202.1 $ 9,465.9 $ 985.2

Net income (loss) — — — 453.2 — 453.2 19.9 473.1 ( 14.0 )

Other comprehensive income (loss), net of tax — — — — 1.6 1.6 — 1.6 ( 3.9 )

Dividends declared ($ 1.22 per share)

— — — ( 279.9 ) — ( 279.9 ) — ( 279.9 ) —

Shares issued upon option exercises 227 0.1 13.5 — — 13.6 — 13.6 —

Restricted shares issued, net of shares withheld for taxes 3 — — — — — — — —

Net shares issued upon vesting of restricted stock units 7 — ( 0.4 ) — — ( 0.4 ) — ( 0.4 ) —

Stock-based compensation expense — — 54.2 — — 54.2 — 54.2 —

Restricted stock units issued as dividend equivalents — — 0.1 ( 0.1 ) — — — — —

Common shares repurchased ( 978 ) ( 0.2 ) ( 106.0 ) — — ( 106.2 ) — ( 106.2 ) —

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 0.5 ) ( 0.5 ) —

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 59.0

Net deconsolidations of T.

Rowe Price investment products — — — — — — — — ( 466.1 )

Balances at September 30, 2023

223,540 $ 44.7 $ 482.0 $ 8,919.4 $ ( 46.2 ) $ 9,399.9 $ 221.5 $ 9,621.4 $ 560.2

(1) Accumulated other comprehensive income

The accompanying notes are an integral part of these statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(shares in thousands;

dollars in millions)

Nine months ended 9/30/2024

outstanding Common

stock Additional

par value Retained

earnings AOCI (1)

stockholders’

equity attributable to T.

Rowe Price Group, Inc.

Non-controlling interests in consolidated entities Total Stockholders’ equity Redeemable non-controlling interests

Balances at December 31, 2023

223,938 $ 44.8 $ 431.7 $ 9,076.1 $ ( 47.5 ) $ 9,505.1 $ 192.0 $ 9,697.1 $ 594.1

Net income (loss) — — — 1,660.2 — 1,660.2 8.8 1,669.0 58.9

Other comprehensive income, net of tax — — — — 8.0 8.0 — 8.0 6.2

Dividends declared ($ 3.72 per share)

— — — ( 850.7 ) — ( 850.7 ) — ( 850.7 ) —

Shares issued upon option exercises 482 0.1 30.4 — — 30.5 — 30.5 —

Restricted shares issued, net of shares withheld for taxes 7 — ( 0.3 ) — — ( 0.3 ) — ( 0.3 ) —

Net shares issued upon vesting of restricted stock units 64 — ( 2.0 ) — — ( 2.0 ) — ( 2.0 ) —

Stock-based compensation expense — — 162.2 — — 162.2 — 162.2 —

Restricted stock units issued as dividend equivalents — — 0.3 ( 0.3 ) — — — — —

Common shares repurchased ( 2,348 ) ( 0.5 ) ( 263.2 ) — — ( 263.7 ) — ( 263.7 ) —

Net contributions to non-controlling interests in consolidated entities — — — — — — 2.6 2.6 —

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 361.0

Net deconsolidations of T.

Rowe Price investment products — — — — — — — — ( 256.8 )

Balances at September 30, 2024

222,143 $ 44.4 $ 359.1 $ 9,885.3 $ ( 39.5 ) $ 10,249.3 $ 203.4 $ 10,452.7 $ 763.4

Nine months ended 9/30/2023

outstanding Common

stock Additional

par value Retained

earnings AOCI (1)

stockholders’

equity attributable to T.

Rowe Price Group, Inc.

Non-controlling interests in consolidated entities Total Stockholders’ equity Redeemable non-controlling interests

Non-controlling interests in consolidated entities Total permanent stockholders’ equity Redeemable non-controlling interests

Balances at December 31, 2023

4 unchanged sentences

— — — ( 285.0 ) — ( 285.0 ) — ( 285.0 ) —

Common stock-based compensation plans activity:

Shares issued upon option exercises 246 — 15.4 — — 15.4 — 15.4 —

Restricted shares issued, net of shares withheld for taxes 57 — — — — — — — —

Net shares issued upon vesting of restricted stock units 85 — ( 3.2 ) — — ( 3.2 ) — ( 3.2 ) —

Shares issued upon vesting of restricted stock units, net of shares withheld for taxes 27 — ( 1.4 ) — — ( 1.4 ) — ( 1.4 ) —

Stock-based compensation expense — — 58.4 — — 58.4 — 58.4 —

1 unchanged sentence

Common shares repurchased ( 717 ) ( 0.1 ) ( 80.0 ) — — ( 80.1 ) — ( 80.1 ) —

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 3.2 ) ( 3.2 ) —

Net contributions to non-controlling interests in consolidated entities — — — — — — 0.2 0.2 —

Net subscriptions into T.

2 unchanged sentences

Rowe Price investment products — — — — — — — — ( 28.1 )

Balances at September 30, 2023

Balances at March 31, 2024

223,494 $ 44.7 $ 424.2 $ 9,364.8 $ ( 49.6 ) $ 9,784.1 $ 205.4 $ 9,989.5 $ 676.7

1 unchanged sentence

The accompanying notes are an integral part of these statements.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – THE COMPANY AND BASIS OF PREPARATION.

4 unchanged sentences

trust services;

and non-discretionary advisory services through model delivery.

and non-discretionary advisory services.

The investment solutions are provided in a number of vehicles including the T.

1 unchanged sentence

mutual funds ("U.S.

mutual funds"), subadvised funds, separately managed accounts, collective investment trusts, and other T.

Rowe Price products.

Rowe Price products include:

open-ended investment products offered to investors outside the U.S., exchange-traded funds, products offered through variable annuity life insurance plans in the U.S., affiliated private investment funds and collateralized loan obligations.

Investment advisory revenues depend largely on the total value and composition of assets under our management.

mutual funds"), subadvised funds, separately managed accounts, collective investment trusts, exchange-traded funds, and other sponsored products.

The other sponsored products include:

open-ended investment products offered to investors outside the U.S., products offered through variable annuity life insurance plans in the U.S., affiliated private investment funds, business development companies, an interval fund, and collateralized loan obligations.

Investment advisory fees depend largely on the total value and composition of assets under our management.

Accordingly, fluctuations in financial markets and in the composition of assets under management impact our revenues and results of operations.

BASIS OF PRESENTATION.

These unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.

These unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.

These principles require the use of estimates and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of our results for the interim periods presented.

1 unchanged sentence

Actual results may vary from our estimates.

The unaudited financial information contained in these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements contained in our 2023 Annual Report.

We are reporting performance-based advisory fees in a separate line of the consolidated income statement to increase transparency.

As such, investment advisory fees for prior periods were recast to reflect the new presentation and ensure comparability.

The unaudited financial information contained in these consolidated financial statements should be read in conjunction with the consolidated financial statements contained in our 2024 Annual Report.

NEWLY ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-07 - Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures .

As required by the guidance, we will adopt the annual disclosures of significant segment expenses that are regularly provided to the chief operating decision maker in our 2024 year-end reporting.

Interim segment reporting will become effective under the amendment on January 1, 2025.

In December 2023, the FASB issued Accounting Standards Update No.

2023-09 - Income Taxes (Topic 740) - Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

This amendment is effective for the firm on January 1, 2025 using prospective adoption method.

We do not expect the additional disclosure requirements under the ASU to have material impact on our consolidated financial statements.

We have considered all other newly issued accounting guidance that is applicable to our operations and the preparation of our unaudited condensed consolidated statements, including those we have not yet adopted.

This amendment is effective for our 2025 annual disclosures.

We do not believe the additional disclosure requirements will have a material impact on our consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update No.

2024-03 - Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-4):

Disaggregation of Income Statement Expenses , which requires disclosures of additional information and disaggregation of certain expenses included in the income statement.

The guidance is effective for the firm on January 1, 2027, and allows for either a prospective or retrospective approach on adoption.

We are currently evaluating the impact that the adoption will have on our financial statements and have not yet determined our transition approach.

We have considered all other newly issued accounting guidance that is applicable to our operations and the preparation of our unaudited consolidated statements, including those we have not yet adopted.

We do not believe that any such guidance has or will have a material effect on our financial position or results of operations.

NOTE 2 – INFORMATION ABOUT RECEIVABLES, REVENUES, AND SERVICES.

Net revenues earned in the three- and nine-month periods ended September 30, 2024 and 2023, are included in the table below along with details of investment advisory revenues earned from clients by their underlying asset class.

We also included average assets under management by asset class, on which we earn the investment advisory revenues.

Three months ended Nine months ended

Net revenues earned in the first quarter of 2025 and 2024, are included in the table below along with details of investment advisory revenues earned from clients by their underlying asset class.

We also included average assets under management by asset class, on which we earn investment advisory fees.

Three months ended

(in millions) 3/31/2025 3/31/2024

5 unchanged sentences

Total investment advisory fees $ 1,598.4 $ 1,536.4

Performance-based advisory fees 10.4 17.6

Capital allocation-based income ( 1.2 ) 47.1

Total administrative, distribution, and servicing fees 148.1 140.7 444.8 410.3

Administrative, distribution, services, and other fees 156.3 149.1

Net revenues $ 1,763.9 $ 1,750.2

5 unchanged sentences

Average AUM $ 1,620.3 $ 1,484.4

Total net revenues earned from our sponsored products, primarily our sponsored U.S.

mutual funds and collective investment trusts, aggregate $ 1,486.5 million and $ 1,387.5 million for the three months ended September 30, 2024 and 2023, respectively.

Total net revenues earned during the nine months ended September 30, 2024 and 2023 aggregate $ 4,359.5 million and $ 3,979.9 million, respectively.

Accounts receivable from our sponsored products aggregate to $ 613.3 million at September 30, 2024 and $ 533.9 million at December 31, 2023.

Total net revenues earned from sponsored investment products totaled $ 1,471.3 million and $ 1,443.6 million for the three months ended March 31, 2025 and 2024, respectively.

Accounts receivable from these products totaled $ 638.2 million at March 31, 2025 and $ 602.0 million at December 31, 2024.

Investors that we serve are primarily domiciled in the U.S.;

investment advisory clients outside the U.S.

account for 8.6 % at September 30, 2024, June 30, 2024, and December 31, 2023 of our assets under management.

account for 8.7 % at March 31, 2025 and 8.8 % December 31, 2024 of our assets under management.

NOTE 3 – INVESTMENTS.

The carrying values of our investments that are not consolidated sponsored investment products are as follows:

The carrying values of our investments that are not consolidated investment products are as follows:

(in millions) 3/31/2025 12/31/2024

3 unchanged sentences

Seed capital 515.9 262.8

Supplemental savings plan liability economic hedges 901.9 806.6

Deferred compensation liabilities economic hedges 1,004.2 992.8

Investment partnerships and other investments 79.0 62.6

4 unchanged sentences

Seed capital 40.8 128.8

Supplemental savings plan liability economic hedges 67.2 21.0

Deferred compensation liabilities economic hedges 50.2 88.4

Investment in UTI Asset Management Company Limited (India) 174.2 173.5

1 unchanged sentence

Investments in affiliated private investment funds - seed/co-investment 264.4 269.9

Investments in partnerships and other investments 1.7 2.2

Investment partnerships and other investments 171.0 162.1

Held to maturity

7 unchanged sentences

The investment strategies of these partnerships include growth equity, buyout, venture capital, and real estate.

During the three- and nine-months ended September 30, 2024, net gains on investments included $ 44.3 million and $ 129.3 million, respectively, of net unrealized gains related to investments carried at fair value that were still held at September 30, 2024.

For the same periods of 2023, net gains on investments included $ 46.1 million of net unrealized losses and and $ 28.9 million of net unrealized gains, respectively, related to investments carried at fair value that were still held at September 30, 2023.

During the nine months ended September 30, 2024 and 2023, certain sponsored investment products in which we provided initial seed capital at the time of formation were deconsolidated, as we no longer had a controlling interest.

Depending on our ownership interest, we report our residual interests in these sponsored investment products as either an equity method investment or an investment held at fair value.

The net impact of these changes on our unaudited condensed consolidated balance sheets and statements of income as of the dates the products were deconsolidated is detailed below.

Three months ended Nine months ended

During the three months ended March 31, 2025, net gains on investments included $ 27.3 million of net unrealized losses related to investments carried at fair value that were still held at March 31, 2025.

For the same period of 2024, net gains on investments included $ 64.5 million of net unrealized gains related to investments held at fair value that were still held at March 31, 2024.

During the three months ended March 31, 2025 and 2024, certain T.

Rowe Price investment products in which we provided initial seed capital at the time of formation were deconsolidated, as we no longer had a controlling interest.

Depending on our ownership interest, we report our residual interests in these T.

Rowe Price investment products as either an equity method investment or an investment held at fair value.

The net impact on our unaudited consolidated balance sheets and statements of income as of the dates the products were deconsolidated is detailed below.

Three months ended

(in millions) 3/31/2025 3/31/2024

Net increase (decrease) in assets of consolidated sponsored investment products $ ( 371.7 ) $ ( 568.7 ) $ ( 643.5 ) $ ( 650.1 )

Net increase (decrease) in liabilities of consolidated sponsored investment products $ ( 14.6 ) $ ( 10.4 ) $ ( 19.5 ) $ ( 43.5 )

Net increase (decrease) in assets of consolidated investment products $ ( 422.7 ) $ ( 35.4 )

Net increase (decrease) in liabilities of consolidated investment products $ ( 23.5 ) $ —

Net increase (decrease) in redeemable non-controlling interests $ ( 75.1 ) $ ( 28.1 )

Gains recognized upon deconsolidation $ ( 0.6 ) $ 0.7 $ ( 0.6 ) $ 0.7

INVESTMENTS IN AFFILIATED COLLATERALIZED LOAN OBLIGATIONS.

There is debt associated with our long-term investments in affiliated collateralized loan obligations (“CLOs”).

This debt is carried at $ 75.8 million at September 30, 2024 and $ 89.4 million at December 31, 2023, and is reported in accounts payable and accrued expenses in our unaudited condensed consolidated balance sheets.

The debt includes outstanding repurchase agreements of € 59.4 million (equivalent to $ 66.3 million at September 30, 2024 and $ 72.3 million at December 31, 2023 at the respective EUR spot rates) that are collateralized by the CLO investments.

The debt also includes outstanding note facilities of € 8.5 million (equivalent to $ 9.5 million at September 30, 2024 and $ 17.1 million at December 31, 2023, at the respective EUR spot rates) that are collateralized by first priority security interests in the assets of a consolidated subsidiary that is party to the notes.

These note facilities bear interest at rates based on EURIBOR plus the initial margin, which equals all-in rates ranging from 1.15 % to 12.60 % as of September 30, 2024.

The debt matures on various dates through 2035 or if the investments are paid back in full or cancelled, whichever is sooner.

VARIABLE INTEREST ENTITIES.

Our investments at September 30, 2024 and December 31, 2023 include interests in variable interest entities that we do not consolidate as we are not deemed the primary beneficiary.

Our fair value and equity method investments at March 31, 2025 and December 31, 2024 include interests in variable interest entities that we do not consolidate as we are not deemed the primary beneficiary.

Our maximum risk of loss related to our involvement with these entities is as follows:

4 unchanged sentences

$ 1,224.9 $ 1,254.6

The unfunded capital commitments, totaling $ 117.3 million at September 30, 2024 and $ 94.1 million at December 31, 2023, relate primarily to the affiliated private investment funds and the investment partnerships in which we have an existing investment.

We have unfunded capital commitments, totaling $ 206.4 million at March 31, 2025 and $ 202.5 million at December 31, 2024, related primarily to the affiliated private investment funds and the investment partnerships in which we have an existing investment.

In addition to such amounts, a percentage of prior distributions may be called under certain circumstances.

Certain of the investments in affiliated funds represent interests in the general partners of affiliated private investment funds that are entitled to a disproportionate allocation of income or carried interest.

The entities holding such interests are considered variable interest entities and are consolidated as we were determined to be the primary beneficiary.

The total assets, liabilities, and non-controlling interests of these consolidated variable interest entities are as follows:

Investments in affiliated private investment funds - carried interest represent interests in the general partners of affiliated private investment funds that are entitled to a disproportionate allocation of income, also known as carried interest.

The entities that hold these interests (”carried interest entities”) are considered variable interest entities and are consolidated as T.

Rowe Price is determined to be the primary beneficiary.

The total assets, liabilities and non-controlling interests of these carried interest entities as of March 31, 2025 and December 31, 2024 are as follows:

(in millions) 3/31/2025 12/31/2024

2 unchanged sentences

Non-controlling interest $ 160.4 $ 160.7

INVESTMENTS IN AFFILIATED COLLATERALIZED LOAN OBLIGATIONS.

There is debt associated with our investments in affiliated collateralized loan obligations (“CLOs”).

The debt relates to outstanding repurchase agreements of € 41.2 million at March 31, 2025 and € 56.9 million at December 31, 2024 (equivalent to $ 44.5 million at March 31, 2025 and $ 59.1 million at December 31, 2024 at the respective EUR spot rates) that are collateralized by the CLO investments and reported in accounts payable and accrued expenses in our consolidated balance sheets.

These repurchase agreements bear interest at rates based on EURIBOR plus the initial margin, which equals all-in rates ranging from 1.15 % to 11.61 % as of March 31, 2025.

The debt matures on various dates through 2035 or if the investments are paid back in full or cancelled, whichever is sooner.

NOTE 4 – FAIR VALUE MEASUREMENTS.

We determine the fair value of our cash equivalents and investments held at fair value using the following broad levels of inputs as defined by related accounting standards:

Level 1 – quoted prices in active markets for identical securities.

Level 2 – observable inputs other than Level 1 quoted prices including, but not limited to, quoted prices for similar

securities, interest rates, prepayment speeds, and credit risk.

These inputs are based on market data

obtained from independent sources.

We determine the fair value of our cash equivalents and certain investments held at fair value using the following broad levels of inputs as defined by related accounting standards:

Level 1 – quoted prices in active markets for identical financial instruments accessible at the reporting date.

Level 2 – observable inputs other than Level 1 quoted prices including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads.

These inputs are based on market data obtained from independent sources.

Level 3 – unobservable inputs reflecting our own assumptions based on the best information available.

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These levels are not necessarily an indication of the risk or liquidity associated with our investments.

The following table summarizes our investments and liabilities that are recognized in our unaudited condensed consolidated balance sheets using fair value measurements determined based on the differing levels of inputs.

This table excludes investments held by the consolidated sponsored investment products which are presented separately in our unaudited condensed consolidated balance sheets and are detailed in Note 5.

The following table summarizes our investments and liabilities that are recognized in our unaudited consolidated balance sheets using fair value measurements determined based on the differing levels of inputs.

This table excludes investments

held by the consolidated investment products which are presented separately in our unaudited consolidated balance sheets and are detailed in Note 5.

3/31/2025 12/31/2024

(in millions) Level 1

Level 3 Level 1

Rowe Price investment products

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Seed capital 466.0 49.9 209.4 53.4

Supplemental savings plan liability economic hedges 901.9 — — 806.6 — —

Deferred compensation liabilities economic hedges 1,004.2 — 992.8 —

Other investments 1.4 — 0.1 —

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Total $ 4,379.1 $ 54.7 $ 3,770.9 $ 59.7

Contingent consideration liability $ — $ — $ — $ — $ — $ 13.4

The fair value hierarchy level table above does not include the investment partnerships and other investments for which fair value is estimated using their NAV per share as a practical expedient.

The carrying value of these investments as disclosed in Note 3 were $ 63.4 million at September 30, 2024, and $ 69.0 million at December 31, 2023.

The Level 3 investments’ fair value is derived from inputs that are unobservable and that reflect our own determinations about the assumptions that market participants would use in pricing the investments, including assumptions about risk.

These inputs are developed based on our data, which is adjusted if information indicates that market participants would use different assumptions.

For the nine months ended September 30, 2024, the change in Level 3 fair values were solely attributable to the purchases of new investments and there were no transfers into or out of Level 3.

The following table provides information about the significant Level 3 inputs:

Fair value measurements as of September 30, 2024

(in millions) Fair value Valuation techniques Unobservable inputs Interest rate input

Other investments $ 42.2 Market Yield (Comparables) Yield 8.9 %

Contingent Consideration

As part of the purchase consideration for our acquisition of OHA in December 2021, there is contingent

consideration in the amount of up to $ 900 million, payable in cash, that may be due as part of an earnout payment starting in 2025 and ending in 2027 upon satisfying or exceeding certain defined revenue targets.

These defined revenue targets will be evaluated on a cumulative basis beginning at the end of 2024, with the ability to extend two

additional years if the defined revenue targets are not achieved.

About 22 % of the earnout is conditioned upon continued service with T.

Rowe Price Group, Inc.

and was excluded from the purchase consideration and deemed compensatory.

The fair value of the earnout, deemed compensatory, is remeasured each reporting period and recognized in compensation expense over the related service period.

As of September 30, 2024, the fair value of the contingent consideration, including the portion deemed compensatory, was zero .

The change in the contingent consideration liability measured at fair value for which we used Level 3 inputs to determine fair value is as follows:

Three months ended

Nine months ended

(in millions) 9/30/2024 9/30/2023 9/30/2024 9/30/2023

Balance at beginning of period $ 13.4 $ 23.0 $ 13.4 $ 95.8

Unrealized gains, included in earnings ( 13.4 ) — ( 13.4 ) ( 72.8 )

Balance at end of period $ — $ 23.0 $ — $ 23.0

The fair value of the contingent consideration was measured using the Monte Carlo simulation methodology of valuation.

The most significant assumptions used relate to the discount rates and from changes pertaining to the achievement of the defined financial targets.

In addition, simultaneously with the OHA acquisition, a Value Creation Agreement was entered into whereby certain employees of OHA will receive incentive payments in the aggregate equal to 10 % of the appreciated value of the OHA business, subject to an annualized preferred return to T.

Rowe Price Group, Inc., on the fifth anniversary of the acquisition date.

This arrangement is treated as a post-combination compensation expense.

This arrangement will be remeasured at fair value at each reporting date and recognized as part of compensation expense over the related service period.

For the three- and nine-months ended September 30, 2024 and 2023, the amounts recognized were immaterial.

NOTE 5 – CONSOLIDATED SPONSORED INVESTMENT PRODUCTS.

The sponsored investment products that we consolidate in our unaudited condensed consolidated financial statements are generally those products we provided initial seed capital at the time of their formation and have a controlling interest.

mutual funds and certain other sponsored products are considered voting interest entities, while those regulated outside the U.S.

The fair value hierarchy level table above does not include the investment partnerships and other investments for which fair value is estimated using their NAV per share as a practical expedient or using the measurement alternative.

The carrying value of these investments as disclosed in Note 3 were $ 77.6 million at March 31, 2025, and $ 62.5 million at December 31, 2024.

NOTE 5 – CONSOLIDATED INVESTMENT PRODUCTS.

The investment products that we consolidate in our consolidated financial statements are generally those products we provided initial seed capital at the time of their formation and have a controlling interest.

mutual funds and certain other products are considered voting interest entities, while those regulated outside the U.S.

are considered variable interest entities.

The following table details the net assets of the consolidated sponsored investment products:

The following table details the net assets of the consolidated investment products:

3/31/2025 12/31/2024

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$ 92.6 $ 1,659.8 $ 1,752.4 $ 472.5 $ 1,509.4 $ 1,981.9

(1) Cash and cash equivalents includes $ 5.2 million at September 30, 2024, and $ 16.2 million at December 31, 2023, of investments in T.

(1) Cash and cash equivalents includes $ 0.2 million at March 31, 2025, and $ 4.9 million at December 31, 2024, of investments in T.

Rowe Price money market mutual funds.

(2) Investments include $ 6.5 million at September 30, 2024, and $ 6.2 million at December 31, 2023 of other sponsored investment products.

Although we can redeem our interest in these consolidated sponsored investment products at any time, we cannot directly access or sell the assets held by these products to obtain cash for general operations.

(2) Investments include $ 9.6 million at March 31, 2025, and $ 9.3 million at December 31, 2024 of other T.

Rowe Price investment products.

Although we can generally redeem our net interest in the consolidated investment products at any time, we cannot directly access or sell the assets held by these products to obtain cash for general operations.

Additionally, the assets of these investment products are not available to our general creditors.

Since third party investors in these investment products have no recourse to our credit, our overall risk related to the net assets of consolidated sponsored investment products is limited to valuation changes associated with our interest.

We, however, are required to recognize the valuation changes associated with all underlying investments held by these products in our unaudited condensed consolidated statements of income and disclose the portion attributable to third party investors as net income attributable to redeemable non-controlling interests.

The operating results of the consolidated sponsored investment products for the three- and nine-months ended September 30, 2024 and 2023, are reflected in our unaudited condensed consolidated statements of income as follows:

Since third-party investors in these investment products have no recourse to our credit, our overall risk related to the net assets of consolidated investment products is limited to valuation changes associated with our net interest.

However, we are required to recognize the valuation changes associated with all underlying investments held by these products in our consolidated statements of income and disclose the portion attributable to unrelated third-party investors as net income attributable to redeemable non-controlling interests.

The operating results of the consolidated investment products for the three months ended March 31, 2025 and 2024, are reflected in our unaudited consolidated statements of income as follows:

Three months ended

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(in millions) Voting

interest entities

Variable interest entities

interest entities

Variable interest entities

Operating expenses reflected in net operating income $ ( 0.5 ) $ ( 1.9 ) $ ( 2.4 ) $ ( 0.5 ) $ ( 0.9 ) $ ( 1.4 )

Net investment income (loss) reflected in non-operating income (loss) 27.3 58.6 85.9 ( 11.6 ) ( 12.8 ) ( 24.4 )

Impact on income before taxes $ 26.8 $ 56.7 $ 83.5 $ ( 12.1 ) $ ( 13.7 ) $ ( 25.8 )

Net income (loss) attributable to T.

Rowe Price Group, Inc.

$ 19.2 $ 26.9 $ 46.1 $ ( 8.6 ) $ ( 3.2 ) $ ( 11.8 )

Net income (loss) attributable to redeemable non-controlling interests 7.6 29.8 37.4 ( 3.5 ) ( 10.5 ) ( 14.0 )

$ 26.8 $ 56.7 $ 83.5 $ ( 12.1 ) $ ( 13.7 ) $ ( 25.8 )

Nine months ended

9/30/2024 9/30/2023

(in millions) Voting

interest entities Variable interest entities Total Voting

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$ 14.9 $ 14.5 $ 29.4 $ 32.6 $ 37.4 $ 70.0

The operating expenses of the consolidated investment products are reflected in general, administrative and other expenses.

In preparing our unaudited condensed consolidated financial statements, we eliminated operating expenses of $ 1.3 million and $ 0.7 million for the three months ended September 30, 2024 and 2023, respectively, against the investment advisory and administrative fees earned from these products.

Operating expenses eliminated for the nine months ended September 30, 2024 and 2023, were $ 3.0 million and $ 1.6 million, respectively.

The net investment income (loss) reflected in non-operating income (loss) includes dividend and interest income as well as realized and unrealized gains and losses on the underlying securities held by the consolidated sponsored investment products.

The table below details the impact of these consolidated investment products on the individual lines of our unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023.

Nine months ended

The operating expenses of these consolidated products are reflected in general, administrative and other expenses.

In preparing our unaudited consolidated financial statements, we eliminated operating expenses of $ 1.4 million and $ 1.2 million for the three months ended March 31, 2025 and 2024, respectively, against the investment advisory and administrative fees earned from these products.

The table below details the impact of these consolidated investment products on the individual lines of our unaudited consolidated statements of cash flows for the three months ended March 31, 2025 and 2024.

Three months ended

3/31/2025 3/31/2024

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Net cash provided by (used in) financing activities 72.1 48.1 120.2 72.7 34.1 106.8

Effect of exchange rate changes on cash and cash equivalents of consolidated sponsored investment products — 0.5 0.5 — ( 1.8 ) ( 1.8 )

Effect of exchange rate changes on cash and cash equivalents of consolidated investment products — 0.9 0.9 — ( 0.8 ) ( 0.8 )

Net change in cash and cash equivalents during period

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$ 0.4 $ 50.4 $ 50.8 $ 36.6 $ 50.8 $ 87.4

For the nine months ended September 30, 2024, the net cash provided by or used in financing activities includes $ 15.3 million of net redemptions we made from the consolidated sponsored investment products and dividends received.

For the nine months ended September 30, 2023, the net cash provided by or used in financing activities included $ 397.7 million of net subscriptions we made into the consolidated sponsored investment products, net of dividends received.

For the three months ended March 31, 2025, the net cash provided by (used in) financing activities includes $ 42.2 million of net subscriptions we made into the consolidated investment products, net of dividends received.

For the three months ended March 31, 2024, the net cash provided by (used in) financing activities included $ 19.4 million of net subscriptions we made into the consolidated investment products, net of dividends received.

These cash flows were eliminated in consolidation.

FAIR VALUE MEASUREMENTS.

We determine the fair value of investments held by consolidated sponsored investment products using the following broad levels of inputs as defined by related accounting standards:

Level 1 – quoted prices in active markets for identical securities.

Level 2 – observable inputs other than Level 1 quoted prices including, but not limited to, quoted prices for similar securities, interest rates, prepayment speeds, and credit risk.

We determine the fair value of investments held by consolidated investment products using the following broad levels of inputs as defined by related accounting standards:

Level 1 – quoted prices in active markets for identical financial instruments accessible at the reporting date.

These inputs are based on market data obtained from independent sources.

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Investments in this category generally include investments for which there is not an actively-traded market.

There are no Level 3 investments at March 31, 2025 and December 31, 2024.

These levels are not necessarily an indication of the risk or liquidity associated with these investment holdings.

The following table summarizes the investment holdings held by our consolidated sponsored investment products using fair value measurements determined based on the differing levels of inputs.

The following table summarizes the investment holdings held by our consolidated investment products using fair value measurements determined based on the differing levels of inputs.

3/31/2025 12/31/2024

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Total $ 2,986.5 $ 3,010.9

Amortization and impairment expense for the definite-lived intangible assets was $ 28.3 million and $ 81.0 million for the three- and nine-months ended September 30, 2024, respectively.

For the three- and nine-months ended September 30, 2023, amortization and impairment expense for the definite-lived intangible assets was $ 35.0 million and $ 87.4 million, respectively.

Amortization and impairment expense for the definite-lived intangible assets for the first quarter was $ 24.4 million in 2025 and $ 25.5 million in 2024.

Estimated amortization expense for the definite-lived intangible assets for the five succeeding years is as follows:

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Remaining 2025

Our indefinite-lived intangible assets are tested for impairment annually, in the fourth quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not that the intangible asset is impaired.

Based on a review of qualitative factors, primarily the future outlook, we determined it was necessary to perform a quantitative impairment test on the trade name intangible asset during the three months ended September 30, 2024 and June 30, 2024.

The quantitative impairment tests resulted in the carrying amount of the trade name intangible asset exceeding its fair value and we recognized impairment charges of $ 18.8 million and $ 31.1 million for the three- and nine-months ended September 30, 2024, respectively.

Fair value was determined using a discounted cash flow analysis where estimated future cash flows were discounted to arrive at a single present value amount.

This approach included inputs that required significant management judgment, the most relevant of which include revenue growth, discount rate, and effective tax rate.

We evaluate the carrying amount of goodwill in our unaudited condensed consolidated balance sheets for possible impairment on an annual basis in the fourth quarter or if triggering events occur that require us to evaluate for impairment earlier.

No triggering events arose during the nine months ended September 30, 2024.

NOTE 7 – STOCK-BASED COMPENSATION.

We evaluate the carrying amount of goodwill and indefinite-lived intangible assets for possible impairment on an annual basis in the fourth quarter or if triggering events occur that require us to evaluate for impairment earlier.

No triggering events arose during the three months ended March 31, 2025.

NOTE 7 – LONG-TERM INCENTIVE COMPENSATION.

STOCK OPTIONS.

The following table summarizes the status of, and changes in, our stock options during the nine months ended September 30, 2024.

The following table summarizes the status of, and changes in, our stock options during the three months ended March 31, 2025.

Options Weighted-

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Expired ( 1,560 ) $ 79.71

Outstanding and exercisable at September 30, 2024

Outstanding and exercisable at March 31, 2025

345,308 $ 69.77

RESTRICTED SHARES AND STOCK UNITS.

The following table summarizes the status of, and changes in, our nonvested restricted shares and restricted stock units during the nine months ended September 30, 2024.

The following table summarizes the status of, and changes in, our nonvested restricted stock units during the three months ended March 31, 2025.

Weighted-average

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Time-based grants 7,544 $ 114.78

Dividend equivalents granted to non-employee directors — 2,836 $ 115.62

Vested ( 7,554 ) $ 127.26

Forfeited ( 39,170 ) $ 134.92

Nonvested at September 30, 2024

Nonvested at March 31, 2025

5,962,399 $ 124.65

Nonvested at September 30, 2024, includes performance-based restricted stock units of 334,548 .

Nonvested at March 31, 2025 includes performance-based restricted stock units of 359,941 .

These nonvested performance-based restricted stock units include 102,345 units for which the performance period has lapsed, and the performance threshold has been met.

FUTURE STOCK-BASED COMPENSATION EXPENSE.

The following table presents the compensation expense to be recognized over the remaining vesting periods of the stock-based awards outstanding at September 30, 2024.

The following table presents the compensation expense to be recognized over the remaining vesting periods of the stock-based awards outstanding at March 31, 2025.

Estimated future compensation expense will change to reflect future grants of restricted stock awards and units, future option grants, changes in the probability of performance thresholds being met, and adjustments for actual forfeitures.

(in millions)

Second quarter 2025 $ 51.8

Third quarter 2025 51.2

Fourth quarter 2025 44.5

1 unchanged sentence

Total $ 314.6

RESTRICTED FUND UNITS.

Below is a roll forward of the restricted fund units liability which is reported in deferred compensation liabilities on the consolidated balance sheet.

(in millions) 3/31/2025

Balance at beginning of year $ 14.7

Amortization of grant date value 11.8

Amortization of market appreciation (depreciation) ( 0.5 )

Balance at end of year $ 26.0

The following table presents the compensation expense to be recognized over the remaining vesting periods of the restricted fund units outstanding at March 31, 2025.

Estimated future compensation expense will change to reflect future grants, changes in the market value of the restricted fund units which is based on selected hypothetical investments, and adjustments for actual forfeitures.

The grants outstanding will vest by 2029.

(in millions)

Second quarter 2025 $ 11.0

Third quarter 2025 10.9

Fourth quarter 2025 8.9

2027 through 2029 21.0

NOTE 8 – EARNINGS PER SHARE CALCULATIONS.

4 unchanged sentences

No outstanding stock options had an anti-dilutive impact on the diluted earnings per common share calculation in the periods presented.

Three months ended Nine months ended

Three months ended

(in millions) 3/31/2025 3/31/2024

8 unchanged sentences

NOTE 9 – OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS.

The changes in currency translation adjustments included in accumulated other comprehensive income (loss) for the three months ended September 30, 2024 and 2023 are presented in the table below.

The changes in currency translation adjustments included in accumulated other comprehensive income (loss) for the three months ended March 31, 2025 and 2024 are presented in the table below.

Three months ended 3/31/2025

Three months ended 3/31/2024

(in millions) Equity method investments Consolidated T.

Rowe Price investment products - variable interest entities Total currency translation adjustments

Equity method investments Consolidated T.

Rowe Price investment products - variable interest entities Total currency translation adjustments

(in millions) Equity method investments Consolidated investment products - variable interest entities Total currency translation adjustments

Equity method investments Consolidated investment products - variable interest entities Total currency translation adjustments

Balances at beginning of period $ ( 49.5 ) $ ( 2.2 ) $ ( 51.7 ) $ ( 51.9 ) $ 4.4 $ ( 47.5 )

1 unchanged sentence

( 4.3 ) 4.6 0.3 1.1 ( 4.0 ) ( 2.9 )

Reclassification adjustments recognized in non-operating income

— 0.6 0.6 — ( 0.7 ) ( 0.7 )

0.1 10.1 10.2 8.4 ( 7.6 ) 0.8

Net deferred tax benefits (income taxes)

3 unchanged sentences

Balances at end of period $ ( 53.2 ) $ 1.3 $ ( 51.9 ) $ ( 50.9 ) $ 1.3 $ ( 49.6 )

The other comprehensive income (loss) in the table above excludes other comprehensive gains of $ 7.4 million for the 2024 period and net losses of $ 3.9 million for the 2023 period, related to redeemable non-controlling interests held in our consolidated products.

The changes in currency translation adjustments included in accumulated other comprehensive income (loss) for the nine months ended September 30, 2024 and 2023, are presented in the table below.

Nine months ended 9/30/2024

Nine months ended 9/30/2023

(in millions) Equity method investments Consolidated T.

Rowe Price investment products - variable interest entities Total currency translation adjustments Equity method investments

Consolidated T.

Rowe Price investment products - variable interest entities Total currency translation adjustments

Balances at beginning of period $ ( 51.9 ) $ 4.4 $ ( 47.5 ) $ ( 50.5 ) $ ( 2.5 ) $ ( 53.0 )

Other comprehensive income (loss) before reclassifications and income taxes 0.6 6.9 7.5 8.4 — 8.4

Reclassification adjustments recognized in non-operating income — 0.6 0.6 — ( 0.7 ) ( 0.7 )

0.6 7.5 8.1 8.4 ( 0.7 ) 7.7

Net deferred tax benefits (income taxes) 1.7 ( 1.8 ) ( 0.1 ) ( 1.0 ) 0.1 ( 0.9 )

Other comprehensive income (loss) 2.3 5.7 8.0 7.4 ( 0.6 ) 6.8

Balances at end of period $ ( 49.6 ) $ 10.1 $ ( 39.5 ) $ ( 43.1 ) $ ( 3.1 ) $ ( 46.2 )

The other comprehensive income (loss) in the table above excludes net gains of $ 6.2 million and $ 7.7 million of other comprehensive income related to redeemable non-controlling interests held in our consolidated products for the 2024 and 2023 periods, respectively.

The other comprehensive income (loss) in the table above excludes other comprehensive gains of $ 3.1 million for the three months ended March 31, 2025, and other comprehensive losses of $ 1.6 million for the three months ended March 31, 2024 related to redeemable non-controlling interests held in our consolidated products.

NOTE 10 – SEGMENT REPORTING.

We have one reportable segment:

investment management services.

We derive our revenue and net income globally and manage business activities on a consolidated basis.

We derive our revenues and net income globally from investment advisory services provided to individual and institutional investors globally.

We also provide certain ancillary administrative services, including mutual fund transfer agent, fund and portfolio accounting, distribution, and shareholder services;

participant recordkeeping and transfer agent services for defined contribution retirement plans;

and other advisory services.

Our revenues and net income depend largely on the total value and composition of our assets under management, as such, the consideration for our services is generally variable and recognized over time.

Our chief operating decision maker (CODM) is the chief executive officer.

The CODM utilizes consolidated net income attributable to T.

Rowe Price as reported on the consolidated income statement and certain non-GAAP metrics to assess performance and allocate resources.

Based on this metric, the CODM decides either to reinvest profits into the business based on our strategic priorities and/or return cash to stockholders through dividends and share repurchases.

We determined there are no significant segment expenses that require a separate disclosure, as the major categories of expenses regularly reviewed by the CODM to manage operations are disclosed in the consolidated statements of income.

Quarterly reviews of expenses highlight those influenced by financial markets, such as distribution and servicing costs, as well as those that are both qualitatively and quantitatively significant.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

NOTE 11 – COMMITMENTS AND CONTINGENCIES.

2 unchanged sentences

CONTINGENCIES.

Contingent Consideration

As part of the purchase consideration for our acquisition of OHA in December 2021, there is contingent

consideration in the amount of up to $ 900 million, payable in cash, that may be due as part of an earnout payment in 2026 and 2027 upon satisfying or exceeding certain defined revenue targets.

These defined revenue targets will be evaluated on a cumulative basis from 2022 thru 2026.

About 22 % of the earnout is conditioned upon continued service with T.

Rowe Price Group, Inc.

and was excluded from the purchase consideration and deemed compensatory.

The fair value of the earnout is remeasured each reporting period and was valued at zero as of March 31, 2025 and December 31, 2024.

Various claims against us arise in the ordinary course of business, including employment-related claims.

4 unchanged sentences

Results of Review of Interim Financial Information

We have reviewed the condensed consolidated balance sheet of T.

We have reviewed the consolidated balance sheet of T.

Rowe Price Group, Inc.

and subsidiaries ("the Company") as of September 30, 2024, the related condensed consolidated statements of income and comprehensive income, and stockholders’ equity for the three- and nine-month periods ended September 30, 2024 and 2023, the related condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and 2023, and the related notes (collectively, the consolidated interim financial information).

and subsidiaries ("the Company") as of March 31, 2025, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the three-month periods ended March 31, 2025 and 2024, and the related notes (collectively, the consolidated interim financial information).

Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S.

generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2023, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein);

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for the year then ended (not presented herein);

and in our report dated February 14, 2025, we expressed an unqualified opinion on those consolidated financial statements.

In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2023, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2024, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

7 unchanged sentences

Baltimore, Maryland

November 1, 2024

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.

What changed 10-Q

Item 1. Financial Statements