What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-31 compared with 2025-08-01 · 96 added, 80 removed, 586 unchanged (23% of the section changed)

6 unchanged sentences

Investments 3,417.4 3,000.5

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)

Assets of consolidated investment products ($ 1,599.8 million at September 30, 2025 and $ 1,555.6 million at December 31, 2024, related to variable interest entities)

1,777.7 2,044.0

6 unchanged sentences

Accounts payable and accrued expenses $ 349.5 $ 353.5

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)

Liabilities of consolidated investment products ($ 21.7 million at September 30, 2025 and $ 46.2 million at December 31, 2024, related to variable interest entities)

Operating lease liabilities 455.1 278.7

8 unchanged sentences

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

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

issued 218,684,000 shares at September 30, 2025 and 222,966,000 at December 31, 2024

Additional capital in excess of par value — 311.9

10 unchanged sentences

(in millions, except per-share amounts)

Three months ended Six months ended

Three months ended Nine months ended

9/30/2025 9/30/2024 9/30/2025 9/30/2024

11 unchanged sentences

General, administrative, and other 101.7 104.2 314.5 305.5

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

Acquisition-related amortization and impairment costs 26.8 51.5 86.7 125.3

Restructuring charge 28.5 — 28.5 —

Total operating expenses 1,250.3 1,172.0 3,662.9 3,504.2

20 unchanged sentences

(in millions)

Three months ended Six months ended

Three months ended Nine months ended

9/30/2025 9/30/2024 9/30/2025 9/30/2024

3 unchanged sentences

Consolidated investment products - variable interest entities ( 5.2 ) 16.9 22.2 13.1

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

Reclassification (gains) losses recognized in non-operating income upon deconsolidation of certain investment products — 0.6 ( 3.1 ) 0.6

Equity method investments

4 unchanged sentences

Total comprehensive income 681.8 657.5 1,761.1 1,733.3

comprehensive income (loss) attributable to redeemable non-controlling interests 58.8 2.3 76.5 20.3

comprehensive income attributable to redeemable non-controlling interests 37.6 44.8 114.1 65.1

Comprehensive income attributable to T.

4 unchanged sentences

(in millions)

Six months ended

Nine months ended

9/30/2025 9/30/2024

4 unchanged sentences

Amortization and impairment of acquisition-related assets and retention arrangements 165.8 196.5

Fair value remeasurement of contingent consideration liability — ( 13.4 )

Stock-based compensation expense

22 unchanged sentences

2,712.9 2,143.8

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

Cash and cash equivalents at end of period, including $ 49.1 million at September 30, 2025, and $ 55.1 million at September 30, 2024, held by consolidated investment products

$ 3,683.9 $ 3,228.6

8 unchanged sentences

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

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

5 unchanged sentences

Shares issued upon option exercises 232 — 14.4 — — 14.4 — 14.4 —

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 8 — ( 0.4 ) — — ( 0.4 ) — ( 0.4 ) —

Stock-based compensation expense — — 37.3 — — 37.3 — 37.3 —

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

Common shares repurchased ( 1,458 ) ( 0.3 ) ( 151.4 ) ( 6.0 ) — ( 157.7 ) — ( 157.7 ) —

4 unchanged sentences

Rowe Price investment products — — — — — — — — ( 441.9 )

Balances at June 30, 2025

Balances at September 30, 2025

218,684 $ 43.7 $ — $ 10,817.3 $ ( 46.5 ) $ 10,814.5 $ 170.0 $ 10,984.5 $ 984.9

4 unchanged sentences

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

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

5 unchanged sentences

Shares issued upon option exercises 187 — 12.1 — — 12.1 — 12.1 —

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 8 — ( 0.2 ) — — ( 0.2 ) — ( 0.2 ) —

7 unchanged sentences

Rowe Price investment products — — — — — — — — ( 160.6 )

Balances at June 30, 2024

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

4 unchanged sentences

dollars in millions)

Six months ended 6/30/2025

Nine months ended 9/30/2025

outstanding Common

24 unchanged sentences

Rowe Price investment products — — — — — — — — ( 623.0 )

Balances at June 30, 2025

Balances at September 30, 2025

218,684 $ 43.7 $ — $ 10,817.3 $ ( 46.5 ) $ 10,814.5 $ 170.0 $ 10,984.5 $ 984.9

Six months ended 6/30/2024

Nine months ended 9/30/2024

outstanding Common

24 unchanged sentences

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

Balances at June 30, 2024

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

22 unchanged sentences

Actual results may vary from our estimates.

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.

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

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

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

3 unchanged sentences

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.

The additional disclosure requirements will not have a material impact on our consolidated financial statements.

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

6 unchanged sentences

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

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.

Net revenues earned in the three- and nine-month periods ended September 30, 2025 and 2024, are included in the table below along with details of investment advisory revenues by underlying asset class.

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

Three months ended Six months ended

Three months ended Nine months ended

(in millions) 9/30/2025 9/30/2024 9/30/2025 9/30/2024

15 unchanged sentences

Average AUM $ 1,723.0 $ 1,589.5 $ 1,644.4 $ 1,536.2

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.

Total net revenues earned from sponsored investment products totaled $ 1,594.2 million and $ 1,486.5 million for the three months ended September 30, 2025 and 2024, respectively.

Total net revenues earned during the nine months ended September 30, 2025 and 2024 aggregate $ 4,500.7 million and $ 4,359.5 million, respectively.

Accounts receivable from these products totaled $ 628.2 million at September 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 June 30, 2025 and March 31, 2025, and 8.8 % at December 31, 2024 of our assets under management.

account for 8.7 % at September 30, 2025, 8.7 % at June 30, 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- 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.

During the three- and nine-months ended September 30, 2025, net gains on investments included $ 80.8 million and $ 165.9 million, respectively, of net unrealized gains related to investments carried at fair value that were still held at September 30, 2025.

For the same periods of 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.

During the nine months ended September 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.

Three months ended Six months ended

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(in millions) 9/30/2025 9/30/2024 9/30/2025 9/30/2024

3 unchanged sentences

VARIABLE INTEREST ENTITIES.

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 fair value and equity method investments at September 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

$ 1,356.5 $ 1,254.6

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.

We have unfunded capital commitments, totaling $ 221.4 million at September 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 recalled under certain circumstances.

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.

1 unchanged sentence

Rowe Price is determined to be the primary beneficiary.

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:

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

(in millions) 9/30/2025 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 € 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 relates to outstanding repurchase agreements of € 29.3 million at September 30, 2025 and € 56.9 million at December 31, 2024 (equivalent to $ 34.4 million at September 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 2.02 % to 10.89 % as of September 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.

3 unchanged sentences

(in millions) Level 1

Level 3 Level 1

Rowe Price investment products

7 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 $ 77.7 million at June 30, 2025, and $ 62.5 million at December 31, 2024.

The carrying value of these investments as disclosed in Note 3 were $ 107.8 million at September 30, 2025, and $ 62.5 million at December 31, 2024.

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, 2025, 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, 2025

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

Other investments $ 71.5 Market Yield (Comparables) Yield 8.99 %

NOTE 5 – CONSOLIDATED INVESTMENT PRODUCTS.

22 unchanged sentences

$ 176.9 $ 1,578.1 $ 1,755.0 $ 472.5 $ 1,509.4 $ 1,981.9

(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.

(1) Cash and cash equivalents includes $ 1.4 million at September 30, 2025, and $ 4.9 million at December 31, 2024, of investments in T.

Rowe Price money market mutual funds.

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

(2) Investments include $ 41.5 million at September 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- and six- months ended June 30, 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 nine-months ended September 30, 2025 and 2024, are reflected in our unaudited consolidated statements of income as follows:

Three months ended

13 unchanged sentences

$ 7.0 $ 63.4 $ 70.4 $ 26.8 $ 56.7 $ 83.5

Six months ended

Nine months ended

9/30/2025 9/30/2024

11 unchanged sentences

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.

In preparing our unaudited consolidated financial statements, we eliminated operating expenses of $ 0.8 million and $ 1.3 million for the three months ended September 30, 2025 and 2024, respectively, against the investment advisory and administrative fees earned from these products.

Operating expenses eliminated for the nine months ended September 30, 2025 and 2024, were $ 3.6 million and $ 3.0 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 six months ended June 30, 2025 and 2024.

Six 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 nine months ended September 30, 2025 and 2024.

Nine months ended

9/30/2025 9/30/2024

14 unchanged sentences

$ 1.9 $ 47.2 $ 49.1 $ 5.8 $ 49.3 $ 55.1

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.

For the nine months ended September 30, 2025, the net cash provided by (used in) financing activities includes $ 134.8 million of net subscriptions we made into the consolidated investment products, net of dividends received.

For the nine months ended September 30, 2024, the net cash provided by (used in) financing activities included $ 15.3 million of net redemptions we made from the consolidated investment products.

These cash flows were eliminated in consolidation.

2 unchanged sentences

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.

inactive markets, interest rates and yield curves, implied volatilities, and credit spreads.

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

2 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.

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

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

16 unchanged sentences

Total $ 2,937.4 $ 3,010.9

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.

Amortization and impairment expense for the definite-lived intangible assets was $ 22.3 million and $ 70.2 million for the three- and nine-months ended September 30, 2025, respectively.

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

No triggering events arose during the three months ended September 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 six months ended June 30, 2025.

The following table summarizes the status of, and changes in, our stock options during the nine months ended September 30, 2025:

Options Weighted-

3 unchanged sentences

Expired ( 1,560 ) $ 79.71

Outstanding and exercisable at June 30, 2025

Outstanding and exercisable at September 30, 2025

17,668 $ 68.49

RESTRICTED SHARES AND STOCK UNITS.

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

RESTRICTED STOCK UNITS.

The following table summarizes the status of, and changes in, our nonvested restricted stock units during the nine months ended September 30, 2025:

Weighted-average

4 unchanged sentences

Forfeited ( 283,954 ) $ 126.82

Nonvested at June 30, 2025

Nonvested at September 30, 2025

5,713,791 $ 124.49

Nonvested at June 30, 2025 includes performance-based restricted stock units of 359,941 .

Nonvested at September 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 June 30, 2025.

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

Third quarter 2025 $ 51.0

Fourth quarter 2025 $ 42.9

7 unchanged sentences

Amortization of market appreciation (depreciation) 5.8

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.

Balance at September 30, 2025

The following table presents the compensation expense to be recognized over the remaining vesting periods of the restricted fund units outstanding at September 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)

Third quarter 2025 $ 11.7

Fourth quarter 2025 $ 9.9

6 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 Six months ended

Three months ended Nine months ended

(in millions) 9/30/2025 9/30/2024 9/30/2025 9/30/2024

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 June 30, 2025 and 2024 are presented in the table below.

The changes in each component of accumulated other comprehensive income (loss), including reclassification adjustments for three months ended September 30, 2025 and 2024 are presented in the table below.

Three months ended 9/30/2025

13 unchanged sentences

Balances at end of period $ ( 52.6 ) $ 6.1 $ ( 46.5 ) $ ( 49.6 ) $ 10.1 $ ( 39.5 )

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

The other comprehensive income (loss) in the table above excludes other comprehensive losses of $ 2.8 million and net gains of $ 7.4 million for the three months ended September 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 income (loss), including reclassification adjustments for the nine months ended September 30, 2025 and 2024, are presented in the table below.

Nine months ended 9/30/2025

Nine months ended 9/30/2024

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

7 unchanged sentences

Balances at end of period $ ( 52.6 ) $ 6.1 $ ( 46.5 ) $ ( 49.6 ) $ 10.1 $ ( 39.5 )

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.

The other comprehensive income (loss) in the table above excludes net gains of $ 8.2 million and $ 6.2 million for the nine months ended September 30, 2025 and 2024, respectively, related to redeemable non-controlling interests held in our consolidated products.

NOTE 10 – SEGMENT REPORTING.

25 unchanged sentences

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 June 30, 2025 and December 31, 2024.

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

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

In the opinion of management, after consultation with counsel, the likelihood of an adverse determination in one or more of these pending ordinary course of business claims that would have a material adverse effect on our financial position or results of operations is remote.

NOTE 12 – RESTRUCTURING CHARGE.

As separately disclosed in the unaudited consolidated income statement, we recognized a restructuring charge of $ 28.5 million in the third quarter of 2025, primarily related to severance.

The remaining liability at September 30, 2025 of $ 10.1 million is reported in accrued compensation and related costs.

This charge relates to our broad and ongoing plan to reduce expense growth and realign resources.

This ongoing effort is designed to support investment in both existing and future capabilities.

NOTE 13 – SUBSEQUENT EVENTS.

In October 2025, the Board of Directors approved a plan to exit two owned office buildings in Owings Mills, Maryland.

This decision is expected to result in a non-cash charge of up to $ 100 million in the fourth quarter of 2025, primarily reflecting the carrying value of the buildings, and will be recorded in the restructuring charge line of the consolidated income statement.

This decision was made in connection with our broad and ongoing plan to reduce expense growth and realign resources to invest in existing and future capabilities.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

To the Stockholders and the Board of Directors

Rowe Price Group, Inc.:

2 unchanged sentences

Rowe Price Group, Inc.

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.

and subsidiaries (the Company) as of September 30, 2025, the related consolidated statements of income, comprehensive income, and stockholders’ equity for the three-month and nine-month periods ended September 30, 2025 and 2024, the related consolidated statements of cash flows for the nine-month periods ended September 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 interim financial information for it to be in conformity with U.S.

generally accepted accounting principles.

11 unchanged sentences

Baltimore, Maryland

August 1, 2025

October 31, 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