What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-01 compared with 2025-05-02 · 171 added, 67 removed, 495 unchanged (32% of the section changed)

6 unchanged sentences

Investments 3,359.9 3,000.5

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)

Assets of consolidated investment products ($ 1,861.7 million at June 30, 2025 and $ 1,555.6 million at December 31, 2024, related to variable interest entities)

1,989.0 2,044.0

6 unchanged sentences

Accounts payable and accrued expenses $ 335.5 $ 353.5

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)

Liabilities of consolidated investment products ($ 80.6 million at June 30, 2025 and $ 46.2 million at December 31, 2024, related to variable interest entities)

Operating lease liabilities 475.2 278.7

8 unchanged sentences

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

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

issued 219,902,000 shares at June 30, 2025 and 222,966,000 at December 31, 2024

Additional capital in excess of par value 99.8 311.9

10 unchanged sentences

(in millions, except per-share amounts)

Three months ended

Three months ended Six months ended

6/30/2025 6/30/2024 6/30/2025 6/30/2024

34 unchanged sentences

(in millions)

Three months ended

Three months ended Six months ended

6/30/2025 6/30/2024 6/30/2025 6/30/2024

3 unchanged sentences

Consolidated investment products - variable interest entities 19.8 1.8 27.5 ( 3.8 )

Reclassification gains recognized in non-operating income upon deconsolidation of certain investment products ( 3.1 ) — ( 3.1 ) —

Equity method investments

0.8 ( 0.6 ) ( 3.5 ) 0.5

Other comprehensive income (loss) before income taxes 17.5 1.2 20.9 ( 3.3 )

9 unchanged sentences

(in millions)

Three months ended

Six months ended

6/30/2025 6/30/2024

21 unchanged sentences

Dividends paid to common stockholders and equity-unit holders ( 575.1 ) ( 569.7 )

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

Net contributions (distributions) to non-controlling interests in consolidated entities ( 5.5 ) 2.5

Net subscriptions from redeemable non-controlling interest holders 205.1 170.9

4 unchanged sentences

2,712.9 2,143.8

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

Cash and cash equivalents at end of period, including $ 71.6 million at June 30, 2025, and $ 73.9 million at June 30, 2024, held by consolidated investment products

$ 3,130.5 $ 2,788.8

8 unchanged sentences

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

Balances at December 31, 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

5 unchanged sentences

Shares issued upon option exercises 33 0.1 1.9 — — 2.0 — 2.0 —

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

Restricted shares withheld for taxes, net of shares issued 8 — ( 0.2 ) — — ( 0.2 ) — ( 0.2 ) —

Net shares issued upon vesting of restricted stock units 10 — ( 0.4 ) — — ( 0.4 ) — ( 0.4 ) —

Stock-based compensation expense — — 46.6 — — 46.6 — 46.6 —

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

Common shares repurchased ( 1,210 ) ( 0.3 ) ( 108.3 ) — — ( 108.6 ) — ( 108.6 ) —

4 unchanged sentences

Rowe Price investment products — — — — — — — — ( 106.0 )

Balances at March 31, 2025

Balances at June 30, 2025

219,902 $ 44.0 $ 99.8 $ 10,461.3 $ ( 44.6 ) $ 10,560.5 $ 153.3 $ 10,713.8 $ 1,099.1

4 unchanged sentences

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

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

Net income (loss) — — — 483.4 — 483.4 ( 2.4 ) 481.0 1.9

Other comprehensive income (loss), net of tax — — — — 0.4 0.4 — 0.4 0.4

Dividends declared ($ 1.24 per share)

— — — ( 283.5 ) — ( 283.5 ) — ( 283.5 ) —

Common stock-based compensation plans activity:

Shares issued upon option exercises 49 0.1 2.9 — — 3.0 — 3.0 —

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 29 — ( 0.4 ) — — ( 0.4 ) — ( 0.4 ) —

Stock-based compensation expense — — 54.3 — — 54.3 — 54.3 —

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

Common shares repurchased ( 967 ) ( 0.3 ) ( 112.0 ) — — ( 112.3 ) — ( 112.3 ) —

Net contributions to non-controlling interests in consolidated entities — — — — — — 2.3 2.3 —

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 78.1

Net deconsolidations of T.

Rowe Price investment products — — — — — — — — ( 68.1 )

Balances at June 30, 2024

222,612 $ 44.5 $ 368.8 $ 9,564.6 $ ( 49.2 ) $ 9,928.7 $ 205.3 $ 10,134.0 $ 689.0

(1) Accumulated other comprehensive income .

The accompanying notes are an integral part of these statements.

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(shares in thousands;

dollars in millions)

Six months ended 6/30/2025

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 permanent stockholders’ equity Redeemable non-controlling interests

Balances at December 31, 2024

6 unchanged sentences

Shares issued upon option exercises 264 0.1 17.1 — — 17.2 — 17.2 —

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

Restricted shares issued, net of shares withheld for taxes 8 — ( 0.2 ) — — ( 0.2 ) — ( 0.2 ) —

Net shares issued upon vesting of restricted stock units 15 — ( 0.6 ) — — ( 0.6 ) — ( 0.6 ) —

Stock-based compensation expense — — 96.9 — — 96.9 — 96.9 —

1 unchanged sentence

Common shares repurchased ( 3,351 ) ( 0.7 ) ( 325.4 ) — — ( 326.1 ) — ( 326.1 ) —

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 5.5 ) ( 5.5 ) —

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 259.7

Net deconsolidations of T.

Rowe Price investment products — — — — — — — — ( 181.1 )

Balances at June 30, 2025

219,902 $ 44.0 $ 99.8 $ 10,461.3 $ ( 44.6 ) $ 10,560.5 $ 153.3 $ 10,713.8 $ 1,099.1

Six months ended 6/30/2024

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 permanent 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) — — — 1,057.2 — 1,057.2 10.8 1,068.0 21.5

Other comprehensive income (loss), net of tax — — — — ( 1.7 ) ( 1.7 ) — ( 1.7 ) ( 1.2 )

Dividends declared ($ 2.48 per share)

— — — ( 568.5 ) — ( 568.5 ) — ( 568.5 ) —

Common stock-based compensation plans activity:

Shares issued upon option exercises 295 0.1 18.3 — — 18.4 — 18.4 —

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 56 — ( 1.8 ) — — ( 1.8 ) — ( 1.8 ) —

Stock-based compensation expense — — 112.7 — — 112.7 — 112.7 —

Restricted stock units issued as dividend equivalents — — 0.2 ( 0.2 ) — — — — —

Common shares repurchased ( 1,684 ) ( 0.4 ) ( 192.0 ) — — ( 192.4 ) — ( 192.4 ) —

Net contributions to non-controlling interests in consolidated entities — — — — — — 2.5 2.5 —

3 unchanged sentences

Rowe Price investment products — — — — — — — — ( 96.2 )

Balances at March 31, 2024

Balances at June 30, 2024

222,612 $ 44.5 $ 368.8 $ 9,564.6 $ ( 49.2 ) $ 9,928.7 $ 205.3 $ 10,134.0 $ 689.0

25 unchanged sentences

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 ENACTED U.S.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted the U.S.

The OBBBA contains significant changes and modifications to federal and international tax provisions including 100% bonus depreciation and domestic research cost expensing.

We are currently evaluating the impact of the legislation on our estimated annual effective tax rate.

We believe that the impact of the OBBBA’s provisions will not be material to our financial position and results of operations.

NEWLY ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

11 unchanged sentences

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

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.

Net revenues earned in the three- and six-month periods ended June 30, 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

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(in millions) 6/30/2025 6/30/2024 6/30/2025 6/30/2024

6 unchanged sentences

Performance-based advisory fees 6.4 16.8 16.8 34.4

Capital allocation-based income ( 1.2 ) 47.1

Capital allocation-based income (loss) ( 0.4 ) 0.1 ( 1.6 ) 47.2

Administrative, distribution, services, and other fees 149.7 147.6 306.0 296.7

6 unchanged sentences

Average AUM $ 1,588.8 $ 1,534.0 $ 1,604.5 $ 1,509.2

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.

Total net revenues earned from sponsored investment products totaled $ 1,435.2 million and $ 1,429.4 million for the three months ended June 30, 2025 and 2024, respectively.

Total net revenues earned during the six months ended June 30, 2025 and 2024 aggregate $ 2,906.5 million and $ 2,873.0 million, respectively.

Accounts receivable from these products totaled $ 595.2 million at June 30, 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 8.7 % at March 31, 2025 and 8.8 % December 31, 2024 of our assets under management.

account for 8.7 % at June 30, 2025 and March 31, 2025, and 8.8 % at December 31, 2024 of our assets under management.

NOTE 3 – INVESTMENTS.

26 unchanged sentences

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

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.

During the three- and six- months ended June 30, 2025, net gains on investments included $ 112.4 million and $ 85.1 million, respectively, of net unrealized gains related to investments carried at fair value that were still held at June 30, 2025.

For the same periods of 2024, net gains on investments included $ 20.0 million and $ 85.0 million, respectively, of net unrealized gains related to investments carried at fair value that were still held at June 30, 2024.

During the six months ended June 30, 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.

2 unchanged sentences

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

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(in millions) 6/30/2025 6/30/2024 6/30/2025 6/30/2024

3 unchanged sentences

VARIABLE INTEREST ENTITIES.

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 fair value and equity method investments at June 30, 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

$ 1,258.4 $ 1,254.6

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.

We have unfunded capital commitments, totaling $ 203.0 million at June 30, 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.

2 unchanged sentences

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:

The total assets, liabilities and non-controlling interests of these carried interest entities as of June 30, 2025 and December 31, 2024, are as follows:

(in millions) 6/30/2025 12/31/2024

4 unchanged sentences

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 relates to outstanding repurchase agreements of € 39.4 million at June 30, 2025 and € 56.9 million at December 31, 2024 (equivalent to $ 46.4 million at June 30, 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 11.11 % as of June 30, 2025.

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

7 unchanged sentences

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

There are no Level 3 investments at June 30, 2025 and December 31, 2024.

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 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.

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.

6/30/2025 12/31/2024

9 unchanged sentences

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.

The carrying value of these investments as disclosed in Note 3 were $ 77.7 million at June 30, 2025, and $ 62.5 million at December 31, 2024.

NOTE 5 – CONSOLIDATED INVESTMENT PRODUCTS.

22 unchanged sentences

$ 126.4 $ 1,781.1 $ 1,907.5 $ 472.5 $ 1,509.4 $ 1,981.9

(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.

(1) Cash and cash equivalents includes $ 0.9 million at June 30, 2025, and $ 4.9 million at December 31, 2024, of investments in T.

Rowe Price money market mutual funds.

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

(2) Investments include $ 15.4 million at June 30, 2025, and $ 9.3 million at December 31, 2024, of other T.

Rowe Price investment products.

3 unchanged sentences

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:

The operating results of the consolidated investment products for the three- and six- months ended June 30, 2025 and 2024, are reflected in our unaudited consolidated statements of income as follows:

Three months ended

1 unchanged sentence

(in millions) Voting

interest entities

Variable interest entities

interest entities

Variable interest entities

Operating expenses reflected in net operating income $ ( 0.1 ) $ ( 2.3 ) $ ( 2.4 ) $ ( 0.7 ) $ ( 1.9 ) $ ( 2.6 )

Net investment income (loss) reflected in non-operating income (loss) 2.4 76.2 78.6 ( 3.7 ) 12.2 8.5

Impact on income before taxes $ 2.3 $ 73.9 $ 76.2 $ ( 4.4 ) $ 10.3 $ 5.9

Net income (loss) attributable to T.

Rowe Price Group, Inc.

$ 2.2 $ 23.1 $ 25.3 $ ( 3.0 ) $ 7.0 $ 4.0

Net income (loss) attributable to redeemable non-controlling interests 0.1 50.8 50.9 ( 1.4 ) 3.3 1.9

$ 2.3 $ 73.9 $ 76.2 $ ( 4.4 ) $ 10.3 $ 5.9

Six months ended

6/30/2025 6/30/2024

(in millions) Voting

interest entities Variable interest entities Total Voting

8 unchanged sentences

$ 17.2 $ 88.4 $ 105.6 $ 28.2 $ 47.7 $ 75.9

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 operating expenses of the consolidated investment 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 $ 0.5 million for the three months ended June 30, 2025 and 2024, respectively, against the investment advisory and administrative fees earned from these products.

Operating expenses eliminated for the six months ended June 30, 2025 and 2024, were $ 2.8 million and $ 1.7 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 investment 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

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 six months ended June 30, 2025 and 2024.

Six months ended

6/30/2025 6/30/2024

14 unchanged sentences

$ 1.2 $ 70.4 $ 71.6 $ 21.4 $ 52.5 $ 73.9

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.

For the six months ended June 30, 2025, the net cash provided by (used in) financing activities includes $ 111.6 million of net subscriptions we made into the consolidated investment products, net of dividends received.

For the six months ended June 30, 2024, the net cash provided by (used in) financing activities included $ 16.4 million of net redemptions we made from the consolidated investment products, net of dividends received.

These cash flows were eliminated in consolidation.

7 unchanged sentences

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.

There are no Level 3 investments at June 30, 2025 and December 31, 2024.

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

12 unchanged sentences

Goodwill $ 2,642.8 $ 2,642.8

Indefinite-lived intangible assets - trade name 86.0 86.0

Indefinite-lived intangible assets - investment advisory agreements 65.6 65.6

Indefinite-lived intangible asset - trade name 86.0 86.0

Indefinite-lived intangible asset - investment advisory agreement 62.3 65.6

Definite-lived intangible assets - investment advisory agreements 168.6 216.5

Total $ 2,959.7 $ 3,010.9

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.

Amortization and impairment expense for the definite-lived intangible assets was $ 23.5 million and $ 47.9 million for the three- and six- months ended June 30, 2025, respectively.

For the three- and six- months ended June 30, 2024, amortization and impairment expense for the definite-lived intangible assets was $ 27.2 million and $ 52.7 million, respectively.

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

2 unchanged sentences

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.

No triggering event occurred for goodwill in 2025, while we recorded an immaterial impairment related to the indefinite-lived investment advisory agreement intangible asset for the three months ended June 30, 2025.

NOTE 7 – LONG-TERM INCENTIVE COMPENSATION.

STOCK OPTIONS.

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

The following table summarizes the status of, and changes in, our stock options during the six months ended June 30, 2025.

Options Weighted-

3 unchanged sentences

Expired ( 1,560 ) $ 79.71

Outstanding and exercisable at March 31, 2025

Outstanding and exercisable at June 30, 2025

292,187 $ 69.81

RESTRICTED SHARES AND STOCK UNITS.

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

The following table summarizes the status of, and changes in, our nonvested restricted stock units during the six months ended June 30, 2025.

Weighted-average

4 unchanged sentences

Forfeited ( 122,769 ) $ 126.89

Nonvested at March 31, 2025

Nonvested at June 30, 2025

5,879,017 $ 124.60

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

Nonvested at June 30, 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 March 31, 2025.

The following table presents the compensation expense to be recognized over the remaining vesting periods of the stock-based awards outstanding at June 30, 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 $ 51.0

3 unchanged sentences

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.

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

(in millions)

Balance at beginning of year $ 14.7

Balance at December 31, 2024

Amortization of grant date value 22.9

Amortization of market appreciation (depreciation) 2.3

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.

Balance at June 30, 2025

The following table presents the compensation expense to be recognized over the remaining vesting periods of the restricted fund units outstanding at June 30, 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.

1 unchanged sentence

(in millions)

Second quarter 2025 $ 11.0

Third quarter 2025 $ 11.7

7 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

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(in millions) 6/30/2025 6/30/2024 6/30/2025 6/30/2024

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 March 31, 2025 and 2024 are presented in the table below.

The changes in currency translation adjustments included in accumulated other comprehensive income (loss) for the three months ended June 30, 2025 and 2024 are presented in the table below.

Three months ended 6/30/2025

5 unchanged sentences

0.8 11.9 12.7 ( 0.6 ) 1.4 0.8

Reclassification adjustments recognized in non-operating income

— ( 3.1 ) ( 3.1 ) — — —

0.8 8.8 9.6 ( 0.6 ) 1.4 0.8

Net deferred tax benefits (income taxes)

3 unchanged sentences

Balances at end of period $ ( 52.5 ) $ 7.9 $ ( 44.6 ) $ ( 51.5 ) $ 2.3 $ ( 49.2 )

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.

The other comprehensive income (loss) in the table above excludes other comprehensive gains of $ 7.9 million and $ 0.4 million for the three months ended June 30, 2025 and 2024, respectively, related to redeemable non-controlling interests held in our consolidated products.

The changes in each component of accumulated other comprehensive loss, including reclassification adjustments for the six months ended June 30, 2025 and 2024, are presented in the table below.

Six months ended 6/30/2025

Six months ended 6/30/2024

(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 )

Other comprehensive income (loss) before reclassifications and income taxes ( 3.5 ) 16.5 13.0 0.5 ( 2.6 ) ( 2.1 )

Reclassification adjustments recognized in non-operating income — ( 3.1 ) ( 3.1 ) — — —

( 3.5 ) 13.4 9.9 0.5 ( 2.6 ) ( 2.1 )

Net deferred tax benefits (income taxes) 0.5 ( 3.3 ) ( 2.8 ) ( 0.1 ) 0.5 0.4

Other comprehensive income (loss) ( 3.0 ) 10.1 7.1 0.4 ( 2.1 ) ( 1.7 )

Balances at end of period $ ( 52.5 ) $ 7.9 $ ( 44.6 ) $ ( 51.5 ) $ 2.3 $ ( 49.2 )

The other comprehensive income (loss) in the table above excludes net gains of $ 11.0 million for the 2025 period and net losses of $ 1.2 million for the 2024 period of other comprehensive income (loss) related to redeemable non-controlling interests held in our consolidated products.

NOTE 10 – SEGMENT REPORTING.

2 unchanged sentences

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

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

5 unchanged sentences

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.

Based on these metrics, 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.

8 unchanged sentences

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.

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

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

1 unchanged sentence

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.

The fair value of the earnout is remeasured each reporting period and was valued at zero as of June 30, 2025 and December 31, 2024.

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

6 unchanged sentences

Rowe Price Group, Inc.

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).

and subsidiaries (the Company) as of June 30, 2025, the related consolidated statements of income, comprehensive income, and stockholders’ equity for the three-month and six- month periods ended June 30, 2025 and 2024, the related consolidated statements of cash flows for the six-month periods ended June 30, 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, 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);

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, 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.

9 unchanged sentences

Baltimore, Maryland

August 1, 2025

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