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Item 8. Financial Statements and Supplementary Data

2026-02-13 compared with 2025-02-14 · 283 added, 275 removed, 736 unchanged (43% of the section changed)

20 unchanged sentences

Property, equipment and software, net 845.3 977.0

Intangible assets 368.1 507.3

Intangible assets, net 274.2 368.1

Goodwill 2,642.8 2,642.8

11 unchanged sentences

STOCKHOLDERS' EQUITY

Preferred stock, undesignated, $ 0.20 par value—authorized and unissued

20,000,000 shares

Preferred stock, undesignated, $ 0.20 par value — authorized and unissued 20,000,000 shares

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

4 unchanged sentences

Total stockholders' equity attributable to T.

Rowe Price Group, Inc.

10,345.4 9,505.1

Rowe Price Group 10,860.1 10,345.4

Non-controlling interests in consolidated entities 157.1 160.7

1 unchanged sentence

Total liabilities, redeemable non-controlling interests, and permanent stockholders' equity $ 14,341.8 $ 13,472.0

The accompanying notes to consolidated financial statements are an integral part of these statements.

The accompanying notes are an integral part of these statements.

CONSOLIDATED STATEMENTS OF INCOME

4 unchanged sentences

Capital allocation-based income 81.2 46.6 161.9

Administrative, distribution, and servicing fees 588.0 550.9 573.6

Administrative, distribution, services, and other fees 593.9 588.0 550.9

Net revenues 7,314.8 7,093.6 6,460.5

1 unchanged sentence

Compensation and related costs 2,868.1 2,757.9 2,673.5

Distribution and servicing 354.1 289.9 301.5

Advertising and promotion 129.6 114.2 97.3

Distribution and servicing costs 383.5 354.1 289.9

Advertising and promotion costs 107.4 129.6 114.2

Product and recordkeeping related costs 312.9 297.5 291.0

Technology, occupancy, and facility costs 723.6 644.1 632.6

General, administrative, and other 433.8 421.3 412.2

General, administrative, and other costs 441.9 433.8 421.3

Change in fair value of contingent consideration — ( 13.4 ) ( 82.4 )

Acquisition-related amortization and impairment costs 111.3 156.7 134.2

Restructuring charge 177.3 — —

Total operating expenses 5,126.0 4,760.3 4,474.3

Net operating income 2,188.8 2,333.3 1,986.2

Non-operating income (loss)

Net gains (losses) on investments 363.2 355.2 ( 204.7 )

Net gains (losses) on consolidated investment products 130.3 164.6 ( 203.5 )

Other losses, including foreign currency losses ( 7.2 ) ( 15.7 ) ( 17.3 )

Total non-operating income (loss) 486.3 504.1 ( 425.5 )

Non-operating income

Net gains on investments 464.9 363.2 355.2

Net gains on consolidated investment products 219.9 130.3 164.6

Other gains (losses), including foreign currency gains (losses) 1.9 ( 7.2 ) ( 15.7 )

Total non-operating income 686.7 486.3 504.1

Income before income taxes 2,875.5 2,819.6 2,490.3

1 unchanged sentence

Net income 2,208.3 2,135.8 1,835.7

net income (loss) attributable to redeemable non-controlling interests 35.7 47.0 ( 108.3 )

net income attributable to redeemable non-controlling interests 121.2 35.7 47.0

Net income attributable to T.

Rowe Price Group, Inc.

$ 2,100.1 $ 1,788.7 $ 1,557.9

Rowe Price Group $ 2,087.1 $ 2,100.1 $ 1,788.7

Earnings per share on common stock of T.

Rowe Price Group, Inc.

Rowe Price Group

Basic $ 9.26 $ 9.18 $ 7.78

Diluted $ 9.24 $ 9.15 $ 7.76

The accompanying notes to consolidated financial statements are an integral part of these statements.

The accompanying notes are an integral part of these statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

5 unchanged sentences

Consolidated investment products—variable interest entities 24.8 ( 14.0 ) 21.7

Reclassification of (gains) losses recognized in non-operating investment income upon deconsolidation of certain investment products 0.4 — ( 3.0 )

Total currency translation adjustments of consolidated investment products—variable interest entities ( 13.6 ) 21.7 ( 37.9 )

Reclassification (gains) losses recognized in non-operating income upon deconsolidation of certain investment products ( 3.1 ) 0.4 —

Equity method investments ( 9.3 ) 0.7 ( 1.6 )

Other comprehensive income (loss) before income taxes 12.4 ( 12.9 ) 20.1

Net deferred tax benefits (income taxes) 3.7 ( 1.9 ) 5.0

Net deferred tax (expense) benefit ( 1.4 ) 3.7 ( 1.9 )

Total other comprehensive income (loss) 11.0 ( 9.2 ) 18.2

Total comprehensive income 2,219.3 2,126.6 1,853.9

comprehensive income (loss) attributable to redeemable non-controlling interests 30.7 59.7 ( 129.1 )

comprehensive income attributable to redeemable non-controlling interests 131.0 30.7 59.7

Comprehensive income attributable to T.

Rowe Price Group, Inc.

$ 2,095.9 $ 1,794.2 $ 1,531.2

The accompanying notes to consolidated financial statements are an integral part of these statements.

Rowe Price Group $ 2,088.3 $ 2,095.9 $ 1,794.2

The accompanying notes are an integral part of these statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

8 unchanged sentences

Stock-based compensation expense 216.9 247.3 265.6

Net (gains) losses recognized on other investments ( 340.2 ) ( 460.8 ) 210.6

Net gains recognized on investments ( 452.4 ) ( 340.2 ) ( 460.8 )

Net (investments) redemptions in investment products used to economically hedge deferred compensation liabilities 8.0 ( 93.2 ) 56.1

6 unchanged sentences

Net cash of investment products upon deconsolidation ( 63.1 ) ( 15.8 ) ( 56.8 )

Additions to property and equipment ( 423.4 ) ( 307.9 ) ( 237.6 )

Additions to property, equipment and software ( 274.2 ) ( 423.4 ) ( 307.9 )

Other investing activity ( 88.6 ) ( 171.6 ) ( 38.4 )

3 unchanged sentences

Common share issuances under stock-based compensation plans ( 22.3 ) ( 33.3 ) ( 18.0 )

Dividends paid to common stock and equity-award holders ( 1,135.6 ) ( 1,121.7 ) ( 1,107.4 )

Dividends paid to common stockholders and equity-unit holders ( 1,143.0 ) ( 1,135.6 ) ( 1,121.7 )

Net distributions to non-controlling interests in consolidated entities ( 34.4 ) ( 36.7 ) ( 43.3 )

Net subscriptions (redemptions) from redeemable non-controlling interest holders 606.2 358.8 ( 48.4 )

Net subscriptions from redeemable non-controlling interest holders 543.2 606.2 358.8

Net cash used in financing activities ( 1,277.4 ) ( 936.6 ) ( 1,078.6 )

5 unchanged sentences

$ 3,417.3 $ 2,712.9 $ 2,143.8

The accompanying notes to consolidated financial statements are an integral part of these statements.

The accompanying notes are an integral part of these statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (shares in thousands;

dollars in millions)

outstanding Common

stock Additional

excess of 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

Common shares outstanding Common stock Additional capital in excess of par value Retained earnings AOCI (1)

Total stockholders’ equity attributable to T.

Rowe Price Group Non-controlling interests in consolidated entities Total permanent stockholders' equity Redeemable non-controlling interests

Balances at December 31, 2022 224,310 $ 44.9 $ 437.9 $ 8,409.7 $ ( 53.0 ) $ 8,839.5 $ 190.7 $ 9,030.2 $ 656.7

Net income (loss) — — — 1,557.9 — 1,557.9 ( 22.9 ) 1,535.0 ( 108.3 )

Other comprehensive income (loss), net of tax — — — — ( 26.5 ) ( 26.5 ) — ( 26.5 ) ( 21.0 )

Net income — — — 1,788.7 — 1,788.7 44.6 1,833.3 47.0

Other comprehensive income, net of tax — — — — 5.5 5.5 — 5.5 12.7

Dividends declared ($ 4.88 per share)

3 unchanged sentences

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

Shares issued upon vesting of restricted stock units, net of shares withheld for taxes 1,355 0.3 ( 64.6 ) — — ( 64.3 ) — ( 64.3 ) —

Net shares issued upon vesting of restricted stock units 1,413 0.3 ( 54.0 ) — — ( 53.7 ) — ( 53.7 ) —

Stock-based compensation expense — — 265.6 — — 265.6 — 265.6 —

2 unchanged sentences

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 43.3 ) ( 43.3 ) —

Net redemptions from consolidated investment products — — — — — — — — ( 49.3 )

Net deconsolidations of investment products — — — — — — — — ( 147.0 )

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 356.9

Net deconsolidations of T.

Rowe Price investment products — — — — — — — — ( 479.2 )

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) — — — 1,788.7 — 1,788.7 44.6 1,833.3 47.0

Other comprehensive income (loss), net of tax — — — — 5.5 5.5 — 5.5 12.7

Net income — — — 2,100.1 — 2,100.1 5.4 2,105.5 35.7

Other comprehensive loss, net of tax — — — — ( 4.2 ) ( 4.2 ) — ( 4.2 ) ( 5.0 )

Dividends declared ($ 4.96 per share)

2 unchanged sentences

Shares issued upon option exercises 577 0.1 36.3 — — 36.4 — 36.4 —

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

Shares issued upon vesting of restricted stock units, net of shares withheld for taxes 1,413 0.3 ( 54.0 ) — — ( 53.7 ) — ( 53.7 ) —

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 1,415 0.3 ( 69.6 ) — — ( 69.3 ) — ( 69.3 ) —

Stock-based compensation expense — — 247.3 — — 247.3 — 247.3 —

2 unchanged sentences

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 36.7 ) ( 36.7 ) —

Net subscriptions into consolidated investment products — — — — — — — — 356.9

Net deconsolidations of investment products — — — — — — — — ( 479.2 )

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 592.0

Net deconsolidations of T.

Rowe Price investment products — — — — — — — — ( 272.8 )

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

The accompanying notes to consolidated financial statements are an integral part of these statements.

(1) Accumulated other comprehensive income

The accompanying notes are an integral part of these statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (shares in thousands;

dollars in millions)

outstanding Common

stock Additional

excess of 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

Common shares outstanding Common stock Additional capital in excess of par value Retained earnings AOCI (1)

Total stockholders’ equity attributable to T.

Rowe Price Group 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

Net income (loss) — — — 2,100.1 — 2,100.1 5.4 2,105.5 35.7

Other comprehensive income (loss), net of tax — — — — ( 4.2 ) ( 4.2 ) — ( 4.2 ) ( 5.0 )

Net income — — — 2,087.1 — 2,087.1 30.8 2,117.9 121.2

Other comprehensive income, net of tax — — — — 1.2 1.2 — 1.2 9.8

Dividends declared ($ 5.08 per share)

2 unchanged sentences

Shares issued upon option exercises 495 0.1 31.5 — — 31.6 — 31.6 —

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

Shares issued upon vesting of restricted stock units, net of shares withheld for taxes 1,415 0.3 ( 69.6 ) — — ( 69.3 ) — ( 69.3 ) —

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

Net shares issued upon vesting of restricted stock units 1,279 0.3 ( 54.2 ) — — ( 53.9 ) — ( 53.9 ) —

Stock-based compensation expense — — 216.9 — — 216.9 — 216.9 —

2 unchanged sentences

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 34.4 ) ( 34.4 ) —

Net subscriptions into consolidated investment products — — — — — — — — 592.0

Net deconsolidations of investment products — — — — — — — — ( 272.8 )

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 556.0

Net deconsolidations of T.

Rowe Price investment products — — — — — — — — ( 595.0 )

Balances at December 31, 2025 218,565 $ 43.8 $ — $ 10,866.8 $ ( 50.5 ) $ 10,860.1 $ 157.1 $ 11,017.2 $ 1,036.0

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

(1) Accumulated other comprehensive income

The accompanying notes to consolidated financial statements are an integral part of these statements.

The accompanying notes are an integral part of these statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

Rowe Price Group, Inc.

derives its consolidated revenues and net income primarily from investment advisory services that its subsidiaries provide to individual and institutional investors that invest in a broad range of investment solutions across equity, fixed income, multi-asset, and alternative capabilities.

Rowe Price Group derives its consolidated revenues and net income primarily from investment advisory services that its subsidiaries provide to individual and institutional investors that invest in a broad range of investment solutions across equity, fixed income, multi-asset, and alternatives capabilities.

We also provide certain investment advisory clients with related administrative services, including distribution, mutual fund transfer agent, accounting, and shareholder services;

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Actual results may vary from our estimates.

In 2024, 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.

Additionally, the contingent consideration liability of zero at December 31, 2024 and $ 13.4 million at December 31, 2023, was combined with accounts payable and accrued expenses as the carrying value is immaterial.

Details on the contingent consideration liability can be found in Note 5.

INFLATION REDUCTION LEGISLATION.

On August 16, 2022, the U.S.

enacted the Inflation Reduction Act of 2022 ("IRA").

The IRA establishes new tax provisions and various incentives and tax credits.

Among other things, the IRA created a 15% minimum tax on adjusted book income effective for taxable years beginning after December 31, 2022, as well as an excise tax of 1% on stock repurchases, net of stock issuances, for publicly traded companies effective for net stock repurchases made after December 31, 2022.

The impact of the IRA’s provisions is not material to our financial position and results of operations.

NEWLY ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

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

RECENTLY ADOPTED ACCOUNTING GUIDANCE AND TAX REGULATION.

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 believe that the impact of the OBBBA’s provisions as they become effective will not have a material impact on our financial position and results of operations.

On January 1, 2025, the Company adopted 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.

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

We adopted the standard retrospectively and have updated prior‑period disclosures accordingly.

The new required disclosures for all years presented are included in Note 10 – Income Taxes.

NEWLY ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

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

2 unchanged sentences

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 the adoption will have on our financial statements and have not yet determined our transition approach.

In September 2025, the FASB issued Accounting Standards Update No.

2025-06 - Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software , which amends the existing internal-use software guidance.

The amendment eliminates the project stage model and clarifies that capitalization of internal-use software costs commences when management has authorized and committed funding for the project and it is probable that software will be completed and used for its intended function.

The amendment allows for varying transition approaches and is effective for the firm on January 1, 2028, with early adoption permitted.

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 consolidated statements, including those we have not yet adopted.

We have considered all other newly issued accounting guidance that is applicable to our operations and the preparation of our consolidated financial 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.

7 unchanged sentences

All material accounts and transactions between consolidated entities are eliminated in consolidation.

Variable interest entities

Variable interest entities (VIE)

VIEs are entities that, by design:

1 unchanged sentence

We consolidate a VIE when we are the primary beneficiary, which is the party that has both (i) the power to direct the activities of the VIE that most significantly impact its economic performance and (ii) the obligation to absorb losses of the entity or the right to receive benefits from the VIE that could potentially be significant.

Our Luxembourg-based SICAV funds, and other investment products regulated outside the U.S., that we provide seed capital were determined to be VIEs and are consolidated when we are the primary beneficiary.

Certain of the investment partnerships we have an interest in were determined to be VIEs and are not consolidated as we concluded that we are not the primary beneficiary.

We have determined that our carried interest entities are VIEs and T.

Our Luxembourg-based SICAV funds and other investment products regulated outside the U.S.

that we provide seed capital were determined to be VIEs and are consolidated when we are the primary beneficiary.

Certain of the investment partnerships we have an interest in were also determined to be VIEs and are not consolidated as we concluded that we are not the primary beneficiary.

We have determined that the carried‑interest entities are VIEs and that T.

Rowe Price is the primary beneficiary.

Further, our carried interest entities hold interests in the general partners of certain affiliated private investment funds that are VIEs, though these carried interest entities were determined to not be the primary beneficiary.

Therefore, these affiliated private investment funds are not consolidated.

In addition, the carried‑interest entities hold interests in the general partners of certain affiliated private investment funds that are themselves VIEs;

however, the carried‑interest entities are not the primary beneficiary of those funds.

Accordingly, these affiliated private investment funds are not consolidated.

Redeemable non-controlling interests

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Those investments that we do not consolidate are carried at fair value using the quoted closing NAV per share of each fund as of the balance sheet date.

The underlying portfolio investments held by our consolidated investment products retain investment company specialized accounting in consolidation;

We also have investments in securities that are held in separately managed accounts and are each valued using quoted market prices and other observable market inputs when available.

The underlying products investments held by our consolidated investment products retain investment company specialized accounting in consolidation;

are considered securities held in a trading account for cash flow reporting purposes;

and are valued in accordance with the valuation and pricing policy used to value our assets under management which is further described in the Revenue Recognition policy below.

We elected to value certain interests in investment partnerships, for which market prices or quotations are not readily available, at fair value using the NAV per share as a practical expedient.

We elected to value certain interests in investment partnerships and other investments, for which market prices or quotations are not readily available, at fair value using the NAV per share as a practical expedient or the measurement alternative.

Changes in the fair values of all these investments are reflected in non-operating income in our consolidated statements of income.

Equity method investments

Equity method investments consist of investments in entities, including sponsored investment products and investments in affiliated private investments funds, for which we have the ability to exercise significant influence over the operating and financial policies of the investee.

Equity method investments consist of investments in entities for which we have the ability to exercise significant influence over the operating and financial policies of the investee.

The carrying values of these investments are adjusted to reflect our proportionate share of the investee's net income or loss, any unrealized gain or loss resulting from the translation of foreign-denominated financial statements into U.S.

7 unchanged sentences

The income earned is recognized as capital-allocation based income in our consolidated statements of income.

Additionally, the basis difference arising between the carrying value and fair market value of these investments upon acquisition is included in the carrying value and amortized on a straight‑line basis over each funds’ estimated useful life.

This amortization reduces both the investment balance and capital allocation-based income in the consolidated statements of income.

Held to Maturity

Investments in rated notes of certain European collateralized loan obligation funds are designated as held-to-maturity and carried on the balance sheet at amortized cost.

Investments in rated notes of certain European collateralized loan obligation funds along with the certificates of deposit are designated as held-to-maturity and carried on the balance sheet at amortized cost.

Concentration of risk

Concentration of credit risk in accounts receivable is believed to be minimal in that our clients generally have substantial assets, including those in the investment portfolios we manage for them.

Concentration of credit risk in accounts receivable is believed to be minimal as our clients generally have substantial assets, including those in the investment products we manage for them.

Our investments held at fair value expose us to market risk, that is, the potential future loss of value that would result from a decline in the fair value of each investment or its underlying net assets.

21 unchanged sentences

Intangible assets

Intangible assets consist primarily of acquired investment advisory agreements and trade name.

Intangible assets consist primarily of acquired investment advisory agreements and a trade name.

The fair values of the acquired investment advisory agreements were based on the net present value of estimated future cash flows attributable to each agreement, and included significant assumptions related to revenue, discount rate, and effective tax rate.

The investment advisory agreement intangible assets are amortized using the straight-line method over their estimated useful lives unless the asset was determined to have an indefinite life as there is no foreseeable limit on the contract period.

The weighted average remaining useful life of definite-lived intangibles assets is approximately 3.7 years.

Definite-lived intangible assets are tested when there is an indication of impairment.

The weighted average remaining useful life of definite-lived intangibles assets is 2.8 years.

Definite-lived intangible assets carrying value is tested when there is an indication of impairment.

Impairment is indicated when the carrying value of the asset is not recoverable and exceeds its fair value.

5 unchanged sentences

Additionally, we identified the trade name intangible asset as indefinite-lived as there is no foreseeable limit on use of the acquired name.

Indefinite-lived intangible assets are tested for impairment annually in the fourth quarter or more frequently when an event occurs or circumstances change that more likely than not reduce the fair value of the indefinite-lived intangible

asset below its carrying value.

The fair value for each asset is determined using a discounted cash flow analysis where estimated future cash flows were discounted to arrive at a single present value amount.

23 unchanged sentences

one for investment management and one for distribution.

For these agreements, we allocate the management fee to each performance obligation using our best estimate of the standalone fee of each of these services.

For these agreements, we allocate the management fee to each performance obligation using our best estimate of the standalone fee of each

of these services.

The performance obligation for providing investment management services, like our other advisory contracts, is satisfied over time and revenue is recognized as time passes.

8 unchanged sentences

prices furnished by dealers who make markets in such securities;

or from data provided by independent pricing

services that considers yield or price of investments of comparable quality, coupon, maturity, and type.

or from data provided by independent pricing services that considers yield or price of investments of comparable quality, coupon, maturity, and type.

Investments for which market prices are not readily available are not a material portion of our total assets under management.

6 unchanged sentences

Performance-Based Fees

We recognize performance-based incentive fees in connection with the investment advisory agreements from certain sponsored product and separately managed and subadvised accounts.

We recognize performance-based incentive fees in connection with the investment advisory agreements from certain sponsored products and separately managed and subadvised accounts.

We are entitled to receive performance-based incentive fees when the return on investment assets exceeds a certain benchmark return.

2 unchanged sentences

There are no significant judgments made when determining the performance-based incentive fees.

Administrative, distribution, and servicing fees

Administrative fees

The administrative services we provide include distribution, mutual fund transfer agent, accounting and shareholder services;

Administrative, distribution, servicing, and other fees

Administrative and other fees

The administrative services we provide include mutual fund transfer agent, accounting and shareholder services;

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

trust services;

and non-discretionary advisory services.

and other advisory services.

The administrative service agreements with the U.S.

mutual funds for accounting oversight, transfer agency, and recordkeeping services generally have one performance obligation as the promised services in each agreement are not separately identifiable from other promises in the agreement and, therefore, are not distinct.

The fees for performing these services are earned based on a per participant fee and represent variable consideration.

The fees are generally constrained and are recognized as revenue when costs are incurred to perform the services.

Other administrative service agreements for participant recordkeeping and transfer agent services for defined contribution retirement plans;

mutual funds for accounting oversight, transfer agency and recordkeeping services;

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

brokerage services, and trust services generally have one performance obligation as the promised services in each agreement are not separately identifiable from other performance obligations in the contract and, therefore, are not distinct.

3 unchanged sentences

The agreements for distribution and servicing fees earned from 12b-1 plans of the Advisor Class, R Class, and Variable Annuity II Class shares of the U.S.

mutual funds have one performance obligation, as distribution services are not separately identifiable from shareholder servicing promises in the agreements and, therefore, are not distinct.

mutual funds have one performance obligation, as distribution services.

The distribution services are not separately identifiable from shareholder servicing promises in the agreements and, therefore, are not distinct.

Our performance obligation is satisfied at the point in time when an investor makes an investment into these share classes of the U.S.

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This represents the income earned from general partner investments in affiliated private investment funds with arrangements that are entitled to a disproportionate allocation of income, which is also known as carried interest.

These investments are accounted for under ASC 323 and the income recognized in capital allocation-based income in our consolidated statements of income represents the proportionate share of the income or loss assuming the funds were liquidated as of each reporting date pursuant to the fund's governing agreements.

Capital allocation-based income will fluctuate period-to-period to reflect the adjustment to accrued carried interest for the change in value of the affiliated funds' underlying investments assuming the value was realized as of the end of the period, regardless of whether the fund's underlying investments have been realized.

As discussed above, these investments are accounted for under ASC 323 and the income recognized in capital allocation-based income in our consolidated statements of income represents the proportionate share of the income or loss assuming the funds were liquidated as of each reporting date pursuant to the fund's governing agreements.

The realization of accrued carried interest occurs over a number of years.

5 unchanged sentences

We believe our stock-based compensation programs align the interests of our employees and directors with those of our common stockholders.

As of December 31, 2024, a total of 8,671,495 shares were available for future grant under the 2020 Long-Term Incentive Plan and the 2017 Non-Employee Director Equity Plan (2017 Plan).

Under our LTI Plans, we have issued restricted stock units to employees that settle in shares of our common stock after vesting.

As of December 31, 2025, a total of 7,947,644 shares were available for future grant under the 2020 Long-Term Incentive Plan (2020 Plan) and the 2017 Non-Employee Director Equity Plan (2017 Plan).

Under our LTI Plans, we have granted restricted stock units to employees that settle in shares of our common stock after vesting.

Vesting of these awards is based on the individual continuing to render service over an average five-year graded schedule.

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We have not granted options to employees since 2015.

We grant performance-based restricted stock units to certain executive officers in which the number of restricted stock units ultimately retained is determined based on achievement of certain performance thresholds.

The number of restricted stock units retained is also subject to similar time-based vesting requirements as the other restricted stock units described above.

We also grant performance-based restricted stock units to certain executive officers in which the number of restricted stock units ultimately retained is determined based on achievement of certain performance thresholds.

These awards have a three-year performance period followed by a two-year time-based requirement for those units that are retained.

Cash dividend equivalents are accrued and paid to the holders of performance-based restricted stock units only after the performance period has lapsed and the performance thresholds have been met.

Effective July 2024, the 2020 Long-Term Incentive Plan was amended to provide certain employees the opportunity to receive 50 % of their annual long-term incentive award in the form of restricted fund units.

Vesting of restricted fund units is based on the individual continuing to render service over an average five-year graded schedule.

These awards are settled in cash upon vesting.

Under the Director Plans, we may grant options with a maximum term of 10 years, restricted shares, and restricted stock units to non-employee directors.

In 2024, the 2020 Plan was amended to provide certain employees the opportunity to receive 50 % of their annual long-term incentive award in the form of restricted fund units.

Vesting of restricted fund units is based on the

individual continuing to render service over an average five-year graded schedule.

These awards settle in cash upon vesting.

Under the Director Plans, we have granted options with a maximum term of 10 years, restricted shares, and restricted stock units to non-employee directors.

Under the 2017 Plan, awards generally vest over one year and, in the case of restricted stock units, are settled upon the non-employee directors’ departure from the Board.

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We have not granted options to non-employee directors since 2016.

As of December 31, 2024, non-employee directors held 83,485 vested stock units and an additional 7,413 stock units that will generally vest over the next six months .

These units will convert to common shares upon their separation from the Board.

Non-employee directors also held 8,970 restricted stock awards expected to vest over the next six months .

Our long-term incentive award values are converted to units on the grant-date using the closing market price of our common stock for restricted stock units and awards.

As of December 31, 2025, the non-employee directors held 17,668 outstanding stock options, all of which will expire in 2026, 102,459 vested stock units, 14,745 unvested stock units, and 10,785 unvested restricted stock awards.

The unvested awards are expected to vest over the next six months and the stock units will convert to common shares upon their separation from the Board.

Our long-term incentive equity award values are converted to restricted stock units or stock awards on the grant-date using the closing market price of our common stock.

For restricted fund units, the award value is converted using the closing market price of one or more hypothetical funds selected by employees from a group of sponsored investment products prior to the grant date.

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Compensation expense recognized for performance-based restricted units includes an estimate regarding the probability of the performance thresholds being met.

For restricted fund units, the units are remeasured against the hypothetical funds chosen by the unit holder each reporting period and the adjustment reported in compensation expense.

We account for forfeitures as they occur.

For restricted fund units, their value is remeasured against the hypothetical funds chosen by the unit holder each reporting period and the adjustment reported in compensation expense over the requisite service period.

We account for all award forfeitures as they occur.

Earnings per share

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The changes in accumulated balances of each component of other comprehensive income, the deferred tax impacts of each component, and information about significant items reclassified out of accumulated other comprehensive income are presented in the notes to the consolidated financial statements.

The notes also indicate the line item of our consolidated statements of income in which the significant reclassifications were recognized.

The notes also indicate the line item of our consolidated statements of income in which significant reclassifications were recognized.

We reclassify income tax effects relating to currency translation adjustments to tax expense when there is a reduction in our ownership interest in the related investment.

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NOTE 3 – INFORMATION ABOUT RECEIVABLES, REVENUES, AND SERVICES.

Revenues earned during the years ended December 31, 2024, 2023 and 2022, are included in the table below along with details of investment advisory fees earned from clients by their underlying asset class.

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

Net revenues earned during the years ended December 31, 2025, 2024 and 2023, 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.

(in millions) 2025 2024 2023

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Capital allocation-based income 81.2 46.6 161.9

Total administrative, distribution, and servicing fees 588.0 550.9 573.6

Administrative, distribution, services, and other fees 593.9 588.0 550.9

Net revenues $ 7,314.8 $ 7,093.6 $ 6,460.5

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investment advisory clients outside the U.S.

account for 8.8 % at December 31, 2024 and 8.6 % at December 31, 2023 of assets under management.

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

NOTE 4 – INVESTMENTS.

The carrying values of investments that are not part of the consolidated investment products at December 31 are as follows:

The carrying values of our investments that are not consolidated investment products at December 31 are as follows:

(in millions) 2025 2024

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Discretionary investments $ 463.7 $ 258.8

Seed capital 262.8 247.8

Deferred compensation liabilities economic hedges 992.8 806.6

Redeemable seed capital investments 316.1 262.8

Investments used to hedge the deferred compensation liabilities 1,243.3 992.8

Investment partnerships and other investments 154.7 62.6

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Discretionary investments — 60.8

Seed capital 128.8 91.1

Deferred compensation liabilities economic hedges 88.4 21.0

Redeemable seed capital investments 8.3 128.8

Investments used to hedge the deferred compensation liabilities — 88.4

Investment in UTI Asset Management Company Limited (India) 162.8 173.5

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Investments in affiliated private investment funds - seed/co-investment 304.7 269.9

Other investment partnerships and investments 162.1 2.2

Investment partnerships and other investments 204.9 162.1

Held to maturity

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Total $ 3,325.2 $ 3,000.5

During each of the last three years, 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.

T he net impact on our consolidated balance sheets and statements of income as of the dates the products were deconsolidated or reconsolidated is detailed below.

(in millions) 2025 2024 2023

Net decrease in assets of consolidated investment products $ ( 1,186.4 ) $ ( 673.9 ) $ ( 663.8 )

Net decrease in liabilities of consolidated investment products $ ( 43.8 ) $ ( 20.5 ) $ ( 29.7 )

Net decrease in redeemable non-controlling interests $ ( 595.0 ) $ ( 272.8 ) $ ( 479.2 )

Net gains (losses) recognized upon deconsolidation $ 3.1 $ ( 0.4 ) $ —

The net gains (losses) recognized upon deconsolidation were the result of reclassifying currency translation adjustments accumulated on certain consolidated investment products with non-USD functional currencies from accumulated other comprehensive income to non-operating income.

INVESTMENTS AT FAIR VALUE

The investment partnerships are carried at fair value using net asset value ("NAV") per share as a practical expedient.

Our interests in these partnerships are generally not redeemable and are subject to significant transferability restrictions.

The underlying investments of these partnerships have contractual terms through 2029, though we may receive distributions of liquidating assets over a longer term.

The investment partnerships and other investments held at fair value are valued using net asset value (NAV) per share as a practical expedient or using the measurement alternative.

Our interests in the investment partnerships are generally not redeemable and are subject to significant transferability restrictions.

The underlying investments of these partnerships have contractual terms through 2034, though we may receive distributions of liquidating assets

over a longer term.

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

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For 2024, we recognized $ 51.3 million of net unrealized gains on investments held at fair value that were still held at December 31, 2024.

For 2022, we recognized $ 240.5 million of net unrealized losses on investments held at fair value that were still held at December 31, 2022.

For 2023, we recognized $ 86.7 million of net unrealized gains on investments held at fair value that were still held at December 31, 2023.

Dividends, including capital gain distributions, earned on the sponsored investment products held at fair value, totaled $ 84.6 million in 2025, $ 67.6 million in 2024, and $ 38.2 million in 2023.

During each of the last three years, certain 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 are now reporting our residual interests in these investment products as either an equity method investment or an investment held at fair value.

Additionally, during 2024 and 2023, certain investment products that were being accounted for as either equity method or fair value investments were consolidated, as we regained a controlling interest.

The net impact of these changes on our consolidated balance sheets and statements of income as of the dates the portfolios were deconsolidated or reconsolidated is detailed below.

(in millions) 2024 2023 2022

Net decrease in assets of consolidated investment products $ ( 673.9 ) $ ( 663.8 ) $ ( 256.9 )

Net decrease in liabilities of consolidated investment products $ ( 20.5 ) $ ( 29.7 ) $ ( 12.8 )

Net decrease in redeemable non-controlling interests $ ( 272.8 ) $ ( 479.2 ) $ ( 147.2 )

Gains recognized upon deconsolidation $ ( 0.4 ) $ — $ 3.0

The gains recognized upon deconsolidation were the result of reclassifying currency translation adjustments accumulated on certain investment products with non-USD functional currencies from accumulated other comprehensive income to non-operating income.

VARIABLE INTEREST ENTITIES.

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Accounts receivable 113.3 96.2

$ 1,254.6 $ 1,105.5

The unfunded capital commitments, totaling $ 202.5 million at December 31, 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.

In addition to such amounts, a percentage of prior distributions may be called 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 or carried interest.

The carried interest entities that hold these interests in the general partners of affiliated private investment funds are considered variable interest entities and are consolidated as T.

Maximum risk of loss $ 1,291.3 $ 1,254.6

We have unfunded capital commitments, totaling $ 199.3 million at December 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 recalled under certain circumstances.

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.

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Certain of the investments in the debt tranches of the CLOs have been pledged as collateral against repurchase agreements.

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

This debt is carried at $ 59.1 million at December 31, 2024 and $ 89.4 million at December 31, 2023, and is reported in accounts payable and accrued expenses in our consolidated balance sheets.

The debt outstanding is related to repurchase agreements of € 56.9 million at December 31, 2024, compared to € 65.5 million at December 31, 2023 (equivalent to $ 59.1 million at December 31, 2024 and $ 72.3 million at December 31, 2023 at the respective EUR spot rates) that are collateralized by the CLO investments.

The debt included no outstanding note facilities at December 31, 2024, compared to $ 17.1 million at December 31, 2023, that are collateralized by first priority security interests in the assets of a consolidated subsidiary that is party to the notes.

The note facilities bear interest at rates based on EURIBOR plus the initial margin, which equals all-in rates ranging from 1.15 % to 12.09 % as of December 31, 2024.

There is debt associated with our investments in affiliated collateralized loan obligations.

The debt outstanding is related to repurchase agreements of € 18.6 million at December 31, 2025, compared to € 56.9 million at December 31, 2024 (equivalent to $ 21.8 million at December 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 2.99 % to 10.88 % as of December 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 5 – FAIR VALUE MEASUREMENTS.

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

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.

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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 December 31, 2025 and 2024.

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

The following table summarizes our investments that are recognized in our consolidated balance sheets at December 31 using fair value measurements determined based on the differing levels of inputs.

This table excludes investments held by consolidated investment products which are presented separately on our consolidated balance sheets and are detailed in Note 6.

(in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

The following table summarizes our investments and liabilities that are recognized in our consolidated balance sheets at December 31 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 consolidated balance sheets and are detailed in Note 6.

(in millions) Level 1 Level 2 Level 1 Level 2

Rowe Price investment products

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Discretionary investments 463.7 — 258.8 —

Seed capital 209.4 53.4 — 206.0 41.8 —

Deferred compensation liabilities economic hedges 992.8 — — 806.6 — —

Redeemable seed capital investments 258.6 57.5 209.4 53.4

Investments used to hedge the deferred compensation liabilities 1,243.3 — 992.8 —

Other investments 0.3 — 0.1 —

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Total $ 5,014.9 $ 60.7 $ 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 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 the measurement alternative.

The carrying value of these investments as disclosed in Note 4 were $ 154.4 million at December 31, 2025 and $ 62.5 million at December 31, 2024.

As part of the purchase consideration for our acquisition of OHA in December 2021, there was contingent consideration in an amount up to $ 900.0 million as part of an earnout cash payment that may be due starting in 2025 and ending in 2027, upon satisfying or exceeding certain defined revenue targets.

These defined revenue

targets are 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.

The earnout amount is subject to a proportional reduction if OHA's actual revenue at the end of the earnout period does not meet the defined revenue targets and could result in no earnout payout if OHA's actual revenue falls below 75 % of the defined revenue target.

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

Rowe Price 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 over the related service period.

For the year ended December 31, 2024, 2023,and 2022, the amounts recognized as part of compensation expense in our consolidated statements of income were immaterial.

The change in the contingent consideration liability, included in accounts payable and accrued expenses, is measured at fair value for which we used Level 3 inputs to determine fair value is as follows:

(in millions) 12/31/2024

Balance at beginning of the year $ 13.4 $ 95.8

Unrealized gains, included in earnings ( 13.4 ) ( 82.4 )

Balance at end of the year $ — $ 13.4

The fair value of the contingent consideration is calculated 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 equal to 10 % of the appreciated value of the OHA business on the fifth anniversary of the acquisition date, subject to an annualized preferred return to T.

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

This arrangement will be remeasured at fair value at each reporting date and recognized over the related service period.

For the year ended December 31, 2024, 2023, and 2022, the amounts recognized as part of compensation expense in our consolidated statements of income were immaterial.

In 2025, 2024, and 2023, we recognized impairment charges on certain of our identified intangible assets.

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The following table details the net assets of the consolidated investment products at December 31:

(in millions) VOE VIE Total VOE VIE Total

(in millions) Voting interest entities Variable interest entities Total Voting interest entities Variable interest entities Total

Cash and cash equivalents (1)

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$ 347.8 $ 1,581.9 $ 1,929.7 $ 472.5 $ 1,509.4 $ 1,981.9

(1) Cash and cash equivalents includes $ 4.9 million and $ 16.2 million at December 31, 2024 and 2023, respectively, of investments in

(1) Cash and cash equivalents includes $ 2.5 million at December 31, 2025 and $ 4.9 million at December 31, 2024 of investments in

Rowe Price money market mutual funds.

(2) Consolidated investment products invest $ 9.3 million and $ 6.2 million at December 31, 2024 and 2023, respectively, in other sponsored investment products.

(2) Investments include $ 61.7 million at December 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.

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2025 2024 2023

(in millions) VOE VIE Total VOE VIE Total VOE VIE Total

(in millions) Voting interest entities Variable interest entities Total Voting interest entities Variable interest entities Total Voting interest entities Variable interest entities Total

Operating expenses reflected in net operating income $ ( 0.6 ) $ ( 9.2 ) $ ( 9.8 ) $ ( 2.4 ) $ ( 7.4 ) $ ( 9.8 ) $ ( 3.7 ) $ ( 7.4 ) $ ( 11.1 )

Net gains (losses) reflected in non-operating income 41.7 88.6 130.3 52.4 112.2 164.6 ( 13.4 ) ( 190.1 ) ( 203.5 )

Net investment income (loss) reflected in non-operating income (loss) 30.9 189.0 219.9 41.7 88.6 130.3 52.4 112.2 164.6

Impact on income before taxes $ 30.3 $ 179.8 $ 210.1 $ 39.3 $ 81.2 $ 120.5 $ 48.7 $ 104.8 $ 153.5

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$ 30.3 $ 179.8 $ 210.1 $ 39.3 $ 81.2 $ 120.5 $ 48.7 $ 104.8 $ 153.5

The operating expenses of these consolidated products are reflected in other operating expenses.

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

In preparing our consolidated financial statements, we eliminated operating expenses of $ 4.2 million in 2025, $ 3.6 million in 2024, and $ 2.1 million in 2023, against the investment advisory and administrative fees earned from these products.

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

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 following table details the impact of these consolidated investment products on the individual lines of our consolidated statements of cash flows.

2025 2024 2023

(in millions) VOE VIE Total VOE VIE Total VOE VIE Total

(in millions) Voting interest entities Variable interest entities Total Voting interest entities Variable interest entities Total Voting interest entities Variable interest entities Total

Net cash provided by (used in) operating activities $ ( 370.5 ) $ ( 426.8 ) $ ( 797.3 ) $ ( 239.4 ) $ ( 394.4 ) $ ( 633.8 ) $ ( 517.5 ) $ ( 371.4 ) $ ( 888.9 )

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Net cash provided by (used in) financing activities 365.7 472.6 838.3 235.6 402.3 637.9 559.7 343.7 903.4

FX impact on cash — ( 2.4 ) ( 2.4 ) — 0.4 0.4 — 9.5 9.5

Effect of exchange rate changes on cash and cash equivalents of consolidated investment products — ( 1.9 ) ( 1.9 ) — ( 2.4 ) ( 2.4 ) — 0.4 0.4

Net change in cash and cash equivalents during period ( 4.2 ) ( 19.8 ) ( 24.0 ) ( 18.5 ) 4.4 ( 14.1 ) 9.5 ( 51.4 ) ( 41.9 )

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All of our leases are operating leases and primarily consist of real estate leases for corporate offices, data centers, and other facilities.

At December 31, 2024, the weighted-average remaining lease term on our leases is approximately 10.2 years and the weighted-average discount rate used to measure the lease liabilities is 3.4 %.

At December 31, 2025, the weighted-average remaining lease term on our leases is 11.9 years and the weighted-average discount rate used to measure the lease liabilities is 4.0 %.

Operating lease expense was $ 56.0 million in 2025, $ 42.2 million in 2024, and $ 52.4 million in 2023.

Charges related to our operating leases that are variable, including certain maintenance charges and other management-related costs, and not included in the measurement of the lease liabilities, were $ 14.1 million in 2024.

We made lease payments of $ 59.6 million during 2024.

We made lease payments of $ 53.0 million during 2025, $ 59.6 million during 2024, and $ 42.4 million during 2023.

Our future undiscounted cash flows related to our operating leases, and the reconciliation to the operating lease liability as of December 31, 2025, are as follows:

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Operating lease liabilities, as reported $ 447.2

In December 2020, we announced that we signed a letter of intent for a long-term lease for our global headquarters in a different downtown location in Baltimore, Maryland, and plan to relocate in early 2025.

NOTE 8 – PROPERTY, EQUIPMENT AND SOFTWARE.

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Compensation and related costs attributable to the development of computer software for internal use, totaling $ 168.7 million in 2025, $ 182.0 million in 2024, and $ 156.1 million in 2023, have been capitalized.

In the fourth quarter of 2025, we executed several initiatives as part of our broad and ongoing plan to reduce expense growth and realign resources to invest in existing and future capabilities.

These actions included a decision to exit two buildings, with plans to dispose of the properties in 2026, resulting in accelerated depreciation equal to their carrying value of $ 92.3 million as of December 31, 2025.

We also recorded impairments on additional real estate holdings to align their carrying values with prevailing market conditions as a result of being held for sale as of December 31, 2025.

In aggregate, these actions resulted in charges of $ 127 million in the fourth quarter of 2025, which were recognized in the restructuring charge of the consolidated statements of income.

NOTE 9 – GOODWILL AND INTANGIBLE ASSETS.

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We did no t record any impairment charges for goodwill for the years ended December 31, 2025, 2024, or 2023.

We recognized impairments of indefinite-lived intangibles of $ 31.1 million in 2024, no impairments in 2023, and $ 116.8 million in 2022.

The $ 31.1 million impairment in 2024 was attributable to the trade name.

Of the $ 116.8 million in impairments in 2022, $ 99.2 million was attributable to investment advisory agreements and $ 17.6 million for the trade name.

The impairments in 2024 and 2022 were the result of reduced growth expectations for both management and incentive fees and a higher discount rate.

We recognized impairments of indefinite-lived intangibles of $ 3.3 million in 2025, $ 31.1 million in 2024, and no impairments in 2023.

The $ 3.3 million impairment in 2025 was attributable to investment advisory agreements while the $ 31.1 million impairment in 2024 was attributable to the trade name.

The impairments in 2025 and 2024 were the result of reduced growth expectations for both management and incentive fees.

Definite-lived investment advisory agreement intangible assets consisted of the following at December 31 :

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Net carrying amount $ 125.9 $ 216.5

Remaining weighted-average estimated useful life 3.7 5.5

We recognized insignificant impairments of definite-lived intangibles in 2024 and 2023, and $ 58.3 million in 2022.

The 2022 impairments resulted from reduced growth expectations for both management and incentive fees and a higher discount rate.

Remaining weighted-average estimated useful life in years 2.8 3.7

Amortization and impairment expense for the definite-lived investment advisory agreement intangible assets was $ 90.6 million in 2025, $ 108.1 million in 2024, and $ 122.5 million in 2023, respectively.

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

We recognized insignificant impairments of definite-lived intangibles in 2025, 2024, and 2023.

Estimated amortization expense for the definite-lived investment advisory agreements intangible assets for the remaining years is as follows:

(in millions) 2025

2030 and after 11.6

NOTE 10 – INCOME TAXES.

Income before income taxes for each of the past three years was earned almost entirely in the United States.

INCOME TAX PROVISION.

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Total $ 667.2 $ 683.8 $ 654.6

In 2025 and 2023, stock-based compensation plans activity increased income tax expense by $ 3.2 million and $ 3.4 million, respectively.

In 2024, stock-based compensation plans activity decreased income tax expense by $ 4.5 million.

These income tax impacts were recognized in the income tax provision.

The following table reconciles the statutory federal income tax rate to our effective income tax rate.

2025 2024 2023

Amount Percent Amount Percent Amount Percent

Statutory U.S.

federal income tax rate $ 603.8 21.0 % $ 592.1 21.0 % $ 523.0 21.0 %

Net income (loss) attributable to redeemable non-controlling interests (1)

( 25.5 ) ( 0.9 ) ( 7.5 ) ( 0.3 ) ( 9.9 ) ( 0.4 )

Net excess tax benefits from stock-based compensation plans activity 1.4 — ( 4.0 ) ( 0.1 ) 2.8 0.1

Other ( 0.7 ) — ( 0.5 ) ( 0.1 ) ( 7.8 ) ( 0.3 )

State and local income taxes, net of federal effect 58.2 2.1 79.9 2.9 55.8 2.3

Foreign tax effects

United Kingdom:

changes in valuation allowances 13.1 0.4 10.8 0.4 81.1 3.3

Other 16.9 0.6 13.0 0.5 9.6 0.3

Effective income tax $ 667.2 23.2 % $ 683.8 24.3 % $ 654.6 26.3 %

(1) Net income attributable to redeemable non-controlling interests represents the portion of earnings held in the firm's consolidated investment products, which are not taxable to the firm despite being included in pre-tax income.

In each of 2023, 2024, and 2025, more than 50% of our state and local tax expense was attributable to a concentrated group of jurisdictions.

For 2023 and 2025, these jurisdictions were Maryland, California, New York City, and New Jersey, and for 2024 they were Maryland, California, New York City, and New York State.

Deferred income taxes (benefits) arise from temporary differences between taxable income for financial statement and income tax return purposes.

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Operating lease liabilities ( 41.7 ) 5.0 3.8

Acquisition-related retention liability ( 12.9 ) ( 14.8 ) ( 13.6 )

Contingent consideration liability 3.1 15.4 32.4

Acquisition-related liabilities ( 13.5 ) ( 9.8 ) 0.6

Acquired investments ( 5.3 ) ( 27.9 ) ( 19.5 )

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Net operating losses ( 15.8 ) ( 11.2 ) ( 31.5 )

Change in valuation allowance 16.1 86.4 16.4

Change in valuation allowances 11.2 16.1 86.4

Other ( 18.4 ) ( 0.8 ) 3.1

Total net deferred income taxes (benefits) $ 96.8 $ ( 88.0 ) $ 8.6

The following table reconciles the statutory federal income tax rate to our effective income tax rate.

2024 2023 2022

Statutory U.S.

federal income tax rate 21.0 % 21.0 % 21.0 %

State income taxes for current year, net of federal income tax benefits (1)

Net income attributable to redeemable non-controlling interests (2)

( 0.3 ) ( 0.5 ) 1.3

Net excess tax benefits from stock-based compensation plans activity ( 0.2 ) 0.1 ( 0.4 )

Valuation allowance 0.2 3.4 —

Other items 0.7 — 0.3

Effective income tax rate 24.3 % 26.3 % 25.6 %

(1) State income tax benefits are reflected in the total benefits for net income attributable to redeemable non-controlling interests and stock-based compensation plans activity.

(2) Net income attributable to redeemable non-controlling interests represents the portion of earnings held in the firm's consolidated investment products, which are not taxable to the firm despite being included in pre-tax income.

DEFERRED TAX ASSETS (LIABILITIES).

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Accrued, deferred, and long-term incentive compensation $ 337.7 $ 317.7

Property, equipment and software 90.9 30.6

Operating lease liability 81.5 39.8

Acquired investments 71.7 66.4

Net operating loss carry-forwards 64.8 53.7

Operating lease liability 39.8 44.8

Property, equipment and software — 90.9

Other 27.0 12.9

Total deferred tax assets 582.7 581.4

Valuation allowance ( 118.9 ) ( 102.8 )

Total deferred tax assets, net of valuation allowance 462.5 374.9

Valuation allowances ( 130.1 ) ( 118.9 )

Total deferred tax assets, net of valuation allowances 452.6 462.5

Deferred tax liabilities

Contingent consideration liability ( 50.9 ) ( 47.8 )

Unrealized gains (losses) recognized in non-operating income ( 50.0 ) ( 33.2 )

Operating lease assets ( 75.0 ) ( 41.1 )

Acquisition-related retention liability ( 26.6 ) ( 39.5 )

Unrealized gains (losses) recognized in non-operating income ( 66.6 ) ( 50.0 )

Acquisition-related liabilities ( 64.0 ) ( 77.5 )

Property, equipment and software ( 58.9 ) —

Other — ( 15.9 )

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We had operating loss carryforwards before tax of $ 211.2 million at December 31, 2025 and $ 220.0 million at December 31, 2024.

The increase in operating loss carryforwards from 2023 is primarily related to operating losses generated by our United Kingdom subsidiary.

The decrease in operating loss carryforwards from 2024 is primarily related to operating income generated from our Hong Kong subsidiary.

Almost all of the operating loss carryforwards are attributable to the United Kingdom and do not expire.

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OTHER DISCLOSURES.

The following table summarizes the net income taxes paid:

(in millions) 2025 2024 2023

federal taxes $ 469.8 $ 610.5 $ 529.4

All other jurisdictions 125.6 112.7 102.6

Total taxes paid $ 595.4 $ 723.2 $ 632.0

Other assets include tax refund receivables of $ 50.2 million at December 31, 2025, and $ 52.4 million at December 31, 2024.

Cash outflows from operating activities include net income taxes paid of $ 723.2 million in 2024, $ 632.0 million in 2023, and $ 794.2 million in 2022.

In 2024, stock-based compensation plans activity decreased income tax expense by $ 4.5 million.

In 2023 and 2022, stock-based compensation plans activity increased income tax expense by $ 3.4 million and decreased income tax expense by $ 7.1 million, respectively.

These income tax impacts were recognized in the income tax provision.

UNRECOGNIZED TAX BENEFITS.

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Balance at end of year $ 26.1 $ 43.0 $ 42.7

If recognized, these tax benefits would affect our effective tax rate;

The decrease of unrecognized tax benefits related to prior years is due to the settlements of certain state tax benefits.

If recognized, these unrecognized tax benefits would affect our effective tax rate;

however, we do not expect that unrecognized tax benefits for tax positions taken with respect to 2025 and prior years will significantly change in 2026.

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A net interest payable related to our unrecognized tax benefits of $ 5.6 million at December 31, 2025, and $ 8.6 million at December 31, 2024, are recognized in our consolidated balance sheets.

Our accounting policy with respect to interest and penalties arising from income tax settlements is to recognize them as part of our provision for income taxes.

Our accounting policy with

respect to interest and penalties arising from income tax settlements is to recognize them as part of our provision for income taxes.

Interest recognized as part of our provision for income taxes was not material.

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The Board of Directors has authorized the future repurchase of up to 12,201,846 common shares as of December 31, 2025.

Accounts payable and accrued expenses includes liabilities of $ 2.3 million at December 31, 2024 for common stock repurchases that settled during the first week of January 2025.

Accounts payable and accrued expenses includes liabilities of $ 6.9 million at December 31, 2025 for common stock repurchases that settled during the first week of January 2026 and 2025 stock repurchase excise tax obligations that will impact cash flows in the first half of 2026.

RESTRICTED CAPITAL.

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At December 31, 2025, the aggregate intrinsic value of in-the-money options outstanding was $ 0.6 million.

RESTRICTED SHARES AND STOCK UNITS.

The following table summarizes the status of, and changes in, our restricted stock units during 2024.

RESTRICTED STOCK UNITS.

The following table summarizes the status of, and changes in, our nonvested restricted stock units during 2025.

units Weighted-

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Nonvested at December 31, 2025 includes performance-based restricted stock units of 384,080 .

These nonvested performance-based restricted units include 35,500 units for which the performance period has lapsed, and the performance threshold has been met.

Compensation and related costs includes expenses for restricted shares granted to directors and restricted stock units of $ 247.3 million in 2024, $ 265.6 million in 2023, and $ 285.4 million in 2022.

These nonvested performance-based restricted stock units include 33,422 units for which the performance period has lapsed, and the performance threshold has been met.

Compensation and related costs includes expenses for stock-based awards of $ 216.9 million in 2025, $ 247.3 million in 2024, and $ 265.6 million in 2023.

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 December 31, 2024.

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

The following table presents the compensation expense to be recognized over the requisite service period of the stock-based awards outstanding at December 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)

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RESTRICTED FUND UNITS.

We granted $ 103.3 M of restricted fund units in December 2024.

We granted restricted fund units valued you at $ 102.2 million in December 2025 and $ 103.3 million in December 2024.

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

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Amortization of market appreciation (depreciation) 7.9 ( 0.1 )

Forfeitures ( 0.1 ) —

Settlements ( 22.4 ) —

Balance at end of year $ 54.7 $ 14.7

The following table presents the compensation expense to be recognized over the remaining vesting periods of the restricted fund units outstanding at December 31, 2024.

The following table presents the compensation expense to be recognized over the requisite service period of the restricted fund units outstanding at December 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 2030.

(in millions)

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2028 through 2030 31.8

Total $ 137.1

NOTE 13 – EARNINGS PER SHARE CALCULATIONS.

The following table presents the reconciliation of net income attributable to T.

Rowe Price Group Inc.

to net income allocated to our common stockholders and the weighted-average shares that are used in calculating the basic and diluted earnings per share on our common stock.

Rowe Price Group to net income allocated to our common stockholders and the weighted-average shares that are used in calculating the basic and diluted earnings per share on our common stock.

Weighted-average common shares outstanding assuming dilution reflects the potential dilution, determined using the treasury stock method, that could occur if outstanding stock options were exercised and non-participating stock awards vested.

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Net income attributable to T.

Rowe Price Group Inc.

$ 2,100.1 $ 1,788.7 $ 1,557.9

Rowe Price Group $ 2,087.1 $ 2,100.1 $ 1,788.7

net income allocated to outstanding restricted stock and stock unit holders 50.6 55.8 44.4

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Outstanding assuming dilution 220.3 223.3 224.8

For the past three years, no stock options have been excluded from the calculation of diluted earnings per common share as none of the options' inclusion would be anti-dilutive.

NOTE 14 – OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME.

For the past three years, no stock options have been excluded from the calculation of diluted earnings per common share they would not be anti-dilutive.

NOTE 14 – OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS.

The following table presents the impact of the components of other comprehensive income or loss on deferred tax benefits (income taxes).

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Reclassification adjustment recognized in the provision for income taxes upon deconsolidation of investment products 1.4 — 0.1

Total net deferred tax benefits $ 3.7 $ ( 1.9 ) $ 5.0

The changes in each component of accumulated other comprehensive income (loss), including reclassification are presented below.

Total net deferred tax benefits (income taxes) $ ( 1.4 ) $ 3.7 $ ( 1.9 )

The changes in each component of accumulated other comprehensive income (loss), including reclassification adjustments, are presented in the table below.

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

Balances at December 31, 2022 $ ( 50.5 ) $ ( 2.5 ) $ ( 53.0 )

Other comprehensive income (loss) before reclassifications and income taxes ( 14.6 ) ( 13.9 ) ( 28.5 )

Reclassification adjustments recognized in non-operating income — ( 3.0 ) ( 3.0 )

( 14.6 ) ( 16.9 ) ( 31.5 )

Other comprehensive income (loss) before income taxes ( 1.6 ) 9.0 7.4

Net deferred tax benefits (income taxes) 0.2 ( 2.1 ) ( 1.9 )

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Balances at December 31, 2023 ( 51.9 ) 4.4 ( 47.5 )

Other comprehensive income (loss) before reclassifications and income taxes ( 1.6 ) 9.0 7.4

Other comprehensive income (loss) before reclassifications 0.7 ( 9.0 ) ( 8.3 )

Reclassification adjustments recognized in non-operating income — 0.4 0.4

Other comprehensive income (loss) before income taxes 0.7 ( 8.6 ) ( 7.9 )

Net deferred tax benefits (income taxes) 1.7 2.0 3.7

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Balances at December 31, 2024 ( 49.5 ) ( 2.2 ) ( 51.7 )

Other comprehensive income (loss) before reclassifications and income taxes 0.7 ( 9.0 ) ( 8.3 )

Other comprehensive income (loss) before reclassifications ( 9.3 ) 15.0 5.7

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

0.7 ( 8.6 ) ( 7.9 )

Other comprehensive income (loss) before income taxes ( 9.3 ) 11.9 2.6

Net deferred tax benefits (income taxes) 1.4 ( 2.8 ) ( 1.4 )

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$ ( 57.4 ) $ 6.9 $ ( 50.5 )

The other comprehensive income (loss) in the table above excludes $( 5.0 ) million in 2024, $ 12.7 million in 2023, and $( 21.0 ) million in 2022 of other comprehensive income (loss) related to redeemable non-controlling interests held in our consolidated investment products.

The other comprehensive income (loss) in the table above excludes net gains of $ 9.8 million in 2025, net losses of $ 5.0 million in 2024, and net gains of $ 12.7 million in 2023 of other comprehensive income (loss) related to redeemable non-controlling interests held in our consolidated investment products.

NOTE 15 – SEGMENT REPORTING.

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

We derive our revenues and net income 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;

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

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

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

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The CODM utilizes consolidated net income attributable to T.

Rowe Price as reported on the consolidated income statement 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.

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

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.

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 consolidated balance sheet as total assets.

NOTE 16 – COMMITMENTS AND CONTINGENCIES.

Rowe Price has committed $ 360 million for investments in future OHA product launches through 2026.

Rowe Price Group has committed $ 287 million for investment in future OHA product launches through 2026.

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 through 2026.

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

Rowe Price Group 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 December 31, 2025 and December 31, 2024.

Value Creation

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

This arrangement will be remeasured at fair value at each reporting date and recognized over the related service period.

For the year ended December 31, 2025, 2024, and 2023, the amounts recognized as part of compensation expense in our consolidated statements of income were immaterial.

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 17 – RESTRUCTURING CHARGE.

As separately disclosed in the consolidated statements of income, we recognized a restructuring charge of $ 177.3 million in 2025, related to actions taken under a broad and ongoing expense management program, which is designed to reduce expense growth and realign resources to support investment in existing and future capabilities.

The charge includes accelerated depreciation and impairment charges related to certain owned real estate of $ 127.3 million as well as $ 50 million of compensation‑related costs, primarily severance.

At December 31, 2025, we had $ 26.4 million accrued in accrued compensation and related costs.

See Note 8 – Property, equipment, and software for additional details on the accelerated depreciation and impairment charges.

NOTE 18 – OTHER DISCLOSURES.

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Deferrals (including taxes) 68.2 53.4

Market appreciation (depreciation) 104.3 123.2

Market appreciation (depreciation), including foreign currency gains (losses) 128.6 104.3

Distributions ( 80.7 ) ( 46.7 )

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The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that is material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the completeness and accuracy of assets under management data used in the calculation of investment advisory fee revenue

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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-K

Item 8. Financial Statements and Supplementary Data