What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-04-30 compared with 2025-10-31 · 151 added, 293 removed, 389 unchanged (53% of the section changed)

6 unchanged sentences

Investments 3,167.1 3,325.2

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)

Assets of consolidated investment products ($ 1,550.8 million at March 31, 2026 and $ 1,596.1 million at December 31, 2025, related to variable interest entities)

1,954.5 1,951.0

6 unchanged sentences

Accounts payable and accrued expenses $ 369.5 $ 352.7

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)

Liabilities of consolidated investment products ($ 98.0 million at March 31, 2026 and $ 14.2 million at December 31, 2025, related to variable interest entities)

Operating lease liabilities 438.1 447.2

8 unchanged sentences

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

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

issued 214,880,000 shares at March 31, 2026 and 218,565,000 at December 31, 2025

Additional capital in excess of par value — —

2 unchanged sentences

Total stockholders' equity attributable to T.

Rowe Price Group, Inc.

10,814.5 10,345.4

Rowe Price Group 10,777.6 10,860.1

Non-controlling interests in consolidated entities 157.6 157.1

4 unchanged sentences

(in millions, except per-share amounts)

Three months ended Nine months ended

Three months ended

3/31/2026 3/31/2025

2 unchanged sentences

Capital allocation-based income 28.1 ( 1.2 )

Administrative, distribution, services, and other fees 146.4 148.1 452.4 444.8

Administrative, distribution, servicing, and other fees 138.4 156.3

Net revenues 1,857.0 1,763.9

1 unchanged sentence

Compensation and related costs 659.7 664.5

Distribution and servicing 95.8 91.6 281.9 261.2

Advertising and promotion 21.3 20.8 77.3 79.4

Distribution and servicing costs 99.3 93.6

Advertising and promotion costs 18.4 26.1

Product and recordkeeping related costs 74.3 83.8

Technology, occupancy, and facility costs 204.4 181.2

General, administrative, and other 101.7 104.2 314.5 305.5

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

General, administrative, and other costs 92.4 89.7

Acquisition-related amortization and impairment costs 18.0 28.7

10 unchanged sentences

Net income 484.1 505.1

net income (loss) attributable to redeemable

non-controlling interests 40.4 37.4 105.9 58.9

net income (loss) attributable to redeemable non-controlling interests ( 14.1 ) 14.6

Net income attributable to T.

Rowe Price Group, Inc.

$ 646.1 $ 603.0 $ 1,641.8 $ 1,660.2

Earnings per share on common stock of T.

5 unchanged sentences

(in millions)

Three months ended Nine months ended

Three months ended

3/31/2026 3/31/2025

4 unchanged sentences

Reclassification (gains) losses recognized in non-operating income upon deconsolidation of certain investment products ( 0.2 ) —

Total currency translation adjustments of consolidated investment products—variable interest entities ( 1.6 ) 7.7

Equity method investments ( 0.6 ) ( 4.3 )

( 0.2 ) 0.1 ( 3.7 ) 0.6

Other comprehensive income (loss) before income taxes ( 2.2 ) 3.4

2 unchanged sentences

Total comprehensive income 482.3 508.0

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

comprehensive income (loss) attributable to redeemable non-controlling interests ( 14.8 ) 17.7

Comprehensive income attributable to T.

Rowe Price Group, Inc.

$ 644.2 $ 612.7 $ 1,647.0 $ 1,668.2

Rowe Price Group $ 497.1 $ 490.3

The accompanying notes are an integral part of these statements.

1 unchanged sentence

(in millions)

Nine months ended

Three months ended

3/31/2026 3/31/2025

4 unchanged sentences

Amortization and impairment of acquisition-related assets and retention arrangements 33.9 49.0

Fair value remeasurement of contingent consideration liability — ( 13.4 )

Stock-based compensation expense 49.1 50.3

Net gains recognized on investments ( 347.5 ) ( 332.1 )

Net (gains) losses recognized on investments 13.6 ( 8.3 )

Net redemptions in investment products used to economically hedge deferred compensation liabilities 39.2 45.9

5 unchanged sentences

Dispositions of sponsored investment products 82.6 119.8

Net cash of investment products upon consolidation (deconsolidation) ( 35.8 ) ( 15.7 )

Net cash of investment products upon deconsolidation ( 0.5 ) 3.7

Additions to property, equipment and software ( 62.0 ) ( 82.0 )

Other investing activity 49.8 ( 15.7 )

Net cash used in investing activities ( 18.9 ) ( 155.0 )

Net cash provided by (used in) investing activities 59.6 ( 47.8 )

Cash flows from financing activities

9 unchanged sentences

3,417.3 2,712.9

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

Cash and cash equivalents at end of period, including $ 66.6 million at March 31, 2026, and $ 50.8 million at March 31, 2025, held by consolidated investment products

$ 3,796.4 $ 2,887.5

4 unchanged sentences

Three months ended 3/31/2026

stockholders’

equity attributable to T.

Rowe Price Group, Inc.

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

Balances at 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

Net income (loss) — — — 646.1 — 646.1 16.8 662.9 40.4

Other comprehensive income (loss), net of tax — — — — ( 1.9 ) ( 1.9 ) — ( 1.9 ) ( 2.8 )

Dividends declared ($ 1.27 per share)

— — — ( 283.8 ) — ( 283.8 ) — ( 283.8 ) —

Common stock-based compensation plans activity:

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

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 ) —

Net contributions to non-controlling interests in consolidated entities — — — — — — ( 0.1 ) ( 0.1 ) —

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 290.1

Net deconsolidations of T.

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

Balances at September 30, 2025

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

Three months ended 9/30/2024

stockholders’

equity attributable to T.

Rowe Price Group, Inc.

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

Balances at June 30, 2024

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

Net income (loss) — — — 603.0 — 603.0 ( 2.0 ) 601.0 37.4

Other comprehensive income (loss), net of tax — — — — 9.7 9.7 — 9.7 7.4

Dividends declared ($ 1.24 per share)

— — — ( 282.2 ) — ( 282.2 ) — ( 282.2 ) —

Common stock-based compensation plans activity:

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

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

Stock-based compensation expense — — 49.5 — — 49.5 — 49.5 —

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

Common shares repurchased ( 664 ) ( 0.1 ) ( 71.2 ) — — ( 71.3 ) — ( 71.3 ) —

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

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 190.2

Net deconsolidations of T.

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

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

(1) Accumulated other comprehensive income .

The accompanying notes are an integral part of these statements.

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(shares in thousands;

dollars in millions)

Nine months ended 9/30/2025

outstanding Common

stock Additional

par value Retained

earnings AOCI (1)

stockholders’

equity attributable to T.

Rowe Price Group, Inc.

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

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, 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

Net income (loss) — — — 498.2 — 498.2 11.4 509.6 ( 14.1 )

Other comprehensive income (loss), net of tax — — — — 5.2 5.2 — 5.2 8.2

Other comprehensive loss, net of tax — — — — ( 1.1 ) ( 1.1 ) — ( 1.1 ) ( 0.7 )

Dividends declared ($ 1.30 per share)

2 unchanged sentences

Shares issued upon option exercises 4 — 0.3 — — 0.3 — 0.3 —

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

Net shares issued upon vesting of restricted stock units 5 — ( 0.2 ) — — ( 0.2 ) — ( 0.2 ) —

7 unchanged sentences

Rowe Price investment products — — — — — — — — ( 198.1 )

Balances at September 30, 2025

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

Nine months ended 9/30/2024

outstanding Common

stock Additional

par value Retained

earnings AOCI (1)

stockholders’

equity attributable to T.

Rowe Price Group, Inc.

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

Balances at March 31, 2026 214,880 $ 43.1 $ — $ 10,786.1 $ ( 51.6 ) $ 10,777.6 $ 157.6 $ 10,935.2 $ 940.2

Three months ended 3/31/2025

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

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

Net income (loss) — — — 490.5 — 490.5 ( 0.4 ) 490.1 14.6

4 unchanged sentences

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

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 5 — ( 0.2 ) — — ( 0.2 ) — ( 0.2 ) —

2 unchanged sentences

Common shares repurchased ( 2,141 ) ( 0.4 ) ( 217.1 ) — — ( 217.5 ) — ( 217.5 ) —

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

Net contributions from non-controlling interests in consolidated entities — — — — — — 0.1 0.1 —

Net subscriptions into T.

2 unchanged sentences

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

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

Balances at March 31, 2025 221,061 $ 44.2 $ 160.2 $ 10,242.2 $ ( 51.9 ) $ 10,394.7 $ 160.4 $ 10,555.1 $ 977.2

(1) Accumulated other comprehensive income

1 unchanged sentence

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – THE COMPANY AND BASIS OF PREPARATION.

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.

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

Rowe Price Group derives its consolidated revenues and net income primarily from investment advisory services that its subsidiaries provide globally 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;

1 unchanged sentence

trust services;

and non-discretionary advisory services.

and other advisory services.

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

6 unchanged sentences

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

BASIS OF PRESENTATION.

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

BASIS OF PREPARATION.

These unaudited consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States.

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

1 unchanged sentence

Actual results may vary from our estimates.

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.

Certain prior‑period technology-related professional fees and servicing costs have been reclassified from general, administrative, and other costs to technology, occupancy, and facilities costs to conform with current year presentation.

The new presentation better aligns the nature of the expenses following our decision to outsource and expand certain technology capabilities through trusted vendor partnerships.

The amount reclassified for the first quarter of 2025 was $ 13.6 million.

While the presentation of certain expense categories changed, the reclassifications did not impact previously reported total operating expenses, operating income, net income, or cash flows.

The unaudited financial information contained in these consolidated financial statements should be read in conjunction with the consolidated financial statements contained in our 2025 Annual Report.

NEWLY ENACTED 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 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.

NEWLY ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

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

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

This amendment is effective for our 2025 annual disclosures.

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.

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

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

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

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

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

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.

Net revenues earned in the first quarter of 2026 and 2025 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 Nine months ended

Three months ended

(in millions) 3/31/2026 3/31/2025

6 unchanged sentences

Performance-based advisory fees 7.5 10.4

Capital allocation-based income (loss) 42.0 4.6 40.4 51.8

Administrative, distribution, services, and other fees 146.4 148.1 452.4 444.8

Capital allocation-based income 28.1 ( 1.2 )

Administrative, distribution, servicing, and other fees 138.4 156.3

Net revenues $ 1,857.0 $ 1,763.9

5 unchanged sentences

Average AUM $ 1,775.8 $ 1,620.3

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.

Total net revenues earned from sponsored investment products totaled $ 1,574.5 million and $ 1,471.3 million for the three months ended March 31, 2026 and 2025, respectively.

Accounts receivable from these products aggregate to $ 678.7 million at March 31, 2026 and $ 664.2 million at December 31, 2025.

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

investment advisory clients outside the U.S.

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.

account for 8.6 % at March 31, 2026 and 8.8 % at December 31, 2025 of our assets under management.

NOTE 3 – INVESTMENTS.

4 unchanged sentences

Discretionary investments $ 459.5 $ 463.7

Seed capital 345.7 262.8

Deferred compensation liabilities economic hedges 1,060.2 992.8

Redeemable seed capital investments 317.3 316.1

Investments used to hedge the deferred compensation liabilities 1,169.8 1,243.3

Investment partnerships and other investments 70.6 154.7

1 unchanged sentence

Equity method investments

Rowe Price investment products

Discretionary investments 20.2 60.8

Seed capital 37.5 128.8

Deferred compensation liabilities economic hedges 50.6 88.4

Rowe Price investment products - redeemable seed capital investments 18.1 8.3

Investment in UTI Asset Management Company Limited (India) 165.7 162.8

7 unchanged sentences

Total $ 3,167.1 $ 3,325.2

The investment partnerships held at fair value are valued 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 strategies of these partnerships include growth equity, buyout, venture capital, and real estate.

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.

During the three months ended March 31, 2026 and 2025, 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.

1 unchanged sentence

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

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

Three months ended Nine months ended

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

Three months ended

(in millions) 3/31/2026 3/31/2025

Net increase (decrease) in assets of consolidated investment products $ ( 552.8 ) $ ( 371.7 ) $ ( 1,156.9 ) $ ( 643.5 )

Net increase (decrease) in liabilities of consolidated investment products $ ( 17.6 ) $ ( 14.6 ) $ ( 42.9 ) $ ( 19.5 )

Net increase (decrease) in redeemable non-controlling interests $ ( 441.9 ) $ ( 160.6 ) $ ( 623.0 ) $ ( 256.8 )

Net decrease in assets of consolidated investment products $ ( 255.9 ) $ ( 422.7 )

Net decrease in liabilities of consolidated investment products $ ( 1.4 ) $ ( 23.5 )

Net decrease in redeemable non-controlling interests $ ( 198.1 ) $ ( 75.1 )

Net gains recognized upon deconsolidation $ 0.2 $ —

The net gains 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 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.

During the three months ended March 31, 2026, we recognized $ 52.9 million of net unrealized losses on investments held at fair value that were still held at March 31, 2026.

For the same period of 2025, we recognized $ 27.3 million of net unrealized losses on investments held at fair value that were still held at March 31, 2025.

VARIABLE INTEREST ENTITIES.

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 fair value and equity method investments at March 31, 2026 and 2025 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:

3 unchanged sentences

Accounts receivable 115.6 113.3

$ 1,356.5 $ 1,254.6

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.

Maximum risk of loss $ 1,297.2 $ 1,291.3

We have unfunded capital commitments, totaling $ 191.9 million at March 31, 2026 and $ 199.3 million at December 31, 2025, 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.

2 unchanged sentences

Rowe Price is determined to be the primary beneficiary.

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

The total assets, liabilities and non-controlling interests of these carried interest entities as of March 31, 2026 and December 31, 2025 are as follows:

(in millions) 3/31/2026 12/31/2025

3 unchanged sentences

INVESTMENTS IN AFFILIATED COLLATERALIZED LOAN OBLIGATIONS.

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

The debt relates to outstanding repurchase agreements of € 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.

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 March 31, 2026, compared to € 18.6 million at December 31, 2025 (equivalent to $ 21.5 million at March 31, 2026 and $ 21.8 million at December 31, 2025 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 3.0 % to 10.9 % as of March 31, 2026.

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

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

There are no level 3 investments at March 31, 2026 and December 31, 2025.

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

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

The following table summarizes our investments and liabilities that are recognized in our unaudited consolidated balance sheets

using fair value measurements determined based on the differing levels of inputs.

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

3/31/2026 12/31/2025

(in millions) Level 1

Level 3 Level 1

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

Rowe Price investment products

1 unchanged sentence

Discretionary investments 459.5 — 463.7 —

Seed capital 288.2 57.5 — 209.4 53.4 —

Deferred compensation liabilities economic hedges 1,060.2 — — 992.8 — —

Redeemable seed capital investments 261.3 56.0 258.6 57.5

Investments used to hedge the deferred compensation liabilities 1,169.8 — 1,243.3 —

Other investments 0.8 — 0.3 —

1 unchanged sentence

Total $ 5,208.0 $ 57.8 $ 5,014.9 $ 60.7

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 $ 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 %

The carrying value of these investments as disclosed in Note 3 were $ 69.8 million at March 31, 2026 and $ 154.4 million at December 31, 2025.

NOTE 5 – CONSOLIDATED INVESTMENT PRODUCTS.

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3/31/2026 12/31/2025

(in millions)

interest entities

Variable interest entities

interest entities

Variable interest entities

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

Cash and cash equivalents (1)

7 unchanged sentences

Attributable to T.

Rowe Price Group, Inc.

$ 132.4 $ 637.7 $ 770.1 $ 348.5 $ 689.4 $ 1,037.9

Rowe Price Group $ 276.4 $ 624.4 $ 900.8 $ 269.8 $ 623.9 $ 893.7

Attributable to redeemable non-controlling interests 111.8 828.4 940.2 78.0 958.0 1,036.0

$ 388.2 $ 1,452.8 $ 1,841.0 $ 347.8 $ 1,581.9 $ 1,929.7

(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.

(1) Cash and cash equivalents includes $ 3.5 million at March 31, 2026 and $ 2.5 million at December 31, 2025 of investments in

Rowe Price money market mutual funds.

(2) Investments include $ 41.5 million at September 30, 2025, and $ 9.3 million at December 31, 2024, of other T.

(2) Investments include $ 86.8 million at March 31, 2026 and $ 61.7 million at December 31, 2025 of other T.

Rowe Price investment products.

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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 nine-months ended September 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 months ended March 31, 2026 and 2025 are reflected in our unaudited consolidated statements of income as follows:

Three months ended

3/31/2026 3/31/2025

(in millions) Voting

interest entities

Variable interest entities

interest entities

Variable interest entities

Operating expenses reflected in net operating income $ ( 0.1 ) $ ( 2.1 ) $ ( 2.2 ) $ ( 0.5 ) $ ( 1.9 ) $ ( 2.4 )

Net investment income (loss) reflected in non-operating income (loss) 7.1 65.5 72.6 27.3 58.6 85.9

Impact on income before taxes $ 7.0 $ 63.4 $ 70.4 $ 26.8 $ 56.7 $ 83.5

Net income (loss) attributable to T.

Rowe Price Group, Inc.

$ 5.4 $ 24.6 $ 30.0 $ 19.2 $ 26.9 $ 46.1

Net income (loss) attributable to redeemable non-controlling interests 1.6 38.8 40.4 7.6 29.8 37.4

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

Nine months ended

9/30/2025 9/30/2024

(in millions) Voting

interest entities Variable interest entities Total Voting

interest entities Variable interest entities Total

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

Operating expenses reflected in net operating income $ ( 0.2 ) $ ( 2.5 ) $ ( 2.7 ) $ ( 0.2 ) $ ( 2.3 ) $ ( 2.5 )

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Net income (loss) attributable to T.

Rowe Price Group, Inc.

$ 17.8 $ 52.3 $ 70.1 $ 42.0 $ 58.5 $ 100.5

Rowe Price Group $ ( 2.8 ) $ ( 27.2 ) $ ( 30.0 ) $ 10.2 $ 4.6 $ 14.8

Net income (loss) attributable to redeemable non-controlling interests ( 0.4 ) ( 13.7 ) ( 14.1 ) 4.7 9.9 14.6

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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 $ 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.

In preparing our unaudited consolidated financial statements, we eliminated operating expenses of $ 1.1 million and $ 1.4 million for the three months ended March 31, 2026 and 2025, respectively, against the investment advisory and administrative fees earned from these 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 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

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

Three months ended

3/31/2026 3/31/2025

(in millions)

interest entities

Variable interest entities

interest entities

Variable interest entities

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

Net cash provided by (used in) operating activities $ ( 80.6 ) $ ( 58.5 ) $ ( 139.1 ) $ ( 79.6 ) $ ( 57.5 ) $ ( 137.1 )

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Net change in cash and cash equivalents during period 2.3 25.2 27.5 ( 6.8 ) ( 5.5 ) ( 12.3 )

( 5.3 ) ( 8.7 ) ( 14.0 ) ( 19.9 ) ( 2.2 ) ( 22.1 )

Cash and cash equivalents at beginning of year 3.0 36.1 39.1 7.2 55.9 63.1

7.2 55.9 63.1 25.7 51.5 77.2

Cash and cash equivalents at end of period $ 5.3 $ 61.3 $ 66.6 $ 0.4 $ 50.4 $ 50.8

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

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.

For the three months ended March 31, 2026, the net cash provided by (used in) financing activities includes $ 38.5 million of net subscriptions we made into the consolidated investment products, net of dividends received.

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

These cash flows were eliminated in consolidation.

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

Level 2 – observable inputs other than Level 1 quoted prices including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in

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

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

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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 September 30, 2025 and December 31, 2024.

There are no level 3 investments at March 31, 2026 and December 31, 2025.

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

1 unchanged sentence

3/31/2026 12/31/2025

(in millions)

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

Cash equivalents $ 4.8 $ — $ 2.8 $ —

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Liabilities $ ( 0.9 ) $ ( 18.5 ) $ ( 0.3 ) $ ( 5.1 )

The fair value hierarchy level table above does not include investments for which fair value is estimated using their measurement alternative.

The carrying value of these investments were $ 29.1 million at March 31, 2026.

At March 31, 2026, we consolidated an affiliated private investment fund that has unfunded capital commitments of $ 187.9 million of which $ 44.1 million is attributable to T.

Rowe Price Group.

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS.

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Goodwill $ 2,642.8 $ 2,642.8

Indefinite-lived intangible asset - trade name 86.0 86.0

Indefinite-lived intangible asset - investment advisory agreement 62.3 65.6

Indefinite-lived intangible assets - trade name 86.0 86.0

Indefinite-lived intangible assets - investment advisory agreements 62.3 62.3

Definite-lived intangible assets - investment advisory agreements 112.2 125.9

Total $ 2,903.3 $ 2,917.0

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:

Amortization and impairment expense for the definite-lived investment advisory agreements intangible assets was $ 13.7 million and $ 24.4 million for the three months ended March 31, 2026 and 2025, respectively.

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

(in millions)

Remaining 2026 $ 40.9

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

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

2030 and after 11.6

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

No triggering events arose during the three months ended March 31, 2026.

NOTE 7 – LONG-TERM INCENTIVE COMPENSATION.

STOCK OPTIONS.

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

Options Weighted-

Outstanding at December 31, 2024

661,377 $ 73.76

Exercised ( 642,149 ) $ 73.89

Expired ( 1,560 ) $ 79.71

Outstanding and exercisable at September 30, 2025

17,668 $ 68.49

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

The following table summarizes the status of, and changes in, our nonvested restricted stock units during the three months ended March 31, 2026.

units Weighted-

Nonvested at December 31, 2025 5,918,352 $ 114.80

6,001,579 $ 124.73

Time-based grants 10,421 $ 104.71

1 unchanged sentence

Forfeited ( 70,508 ) $ 117.57

Nonvested at September 30, 2025

5,713,791 $ 124.49

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

Nonvested at March 31, 2026 5,850,972 $ 114.74

Nonvested at March 31, 2026 includes performance-based restricted stock units of 384,080 .

These nonvested performance-based restricted stock units include 110,794 units for which the performance period has lapsed, and the performance threshold has been met.

FUTURE STOCK-BASED COMPENSATION EXPENSE.

The following table presents the compensation expense to be recognized over the remaining vesting periods of the stock-based awards outstanding at September 30, 2025.

The following table presents the compensation expense to be recognized over the requisite service period of the stock-based awards outstanding at March 31, 2026.

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

(in millions)

Second quarter 2026 $ 48.5

Third quarter 2026 42.8

Fourth quarter 2026 37.2

2 unchanged sentences

RESTRICTED FUND UNITS.

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

The following table summarizes changes in the restricted fund units liability, which is reported in deferred compensation liabilities on the unaudited consolidated balance sheet, for the three months ended March 31, 2025 and 2026.

(in millions) 2026 2025

Balance at December 31, 2024

Balance at beginning of period $ 54.7 $ 14.7

Amortization of grant date value 18.3 11.8

Amortization of market appreciation (depreciation) ( 1.5 ) ( 0.5 )

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.

Forfeitures ( 0.6 ) —

Balance at March 31 $ 70.9 $ 26.0

The following table presents the compensation expense to be recognized over the requisite service period of the restricted fund units outstanding at March 31, 2026.

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

1 unchanged sentence

(in millions)

Second quarter 2026 $ 17.5

Third quarter 2026 17.0

Fourth quarter 2026 13.8

2028 through 2030 30.2

Total $ 112.1

NOTE 8 – 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.

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

Three months ended Nine months ended

Three months ended

(in millions) 3/31/2026 3/31/2025

Net income attributable to T.

Rowe Price Group, Inc.

$ 646.1 $ 603.0 $ 1,641.8 $ 1,660.2

Rowe Price Group $ 498.2 $ 490.5

net income allocated to outstanding restricted stock and stock unit holders 12.5 12.4

4 unchanged sentences

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

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.

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

Three months ended 3/31/2026

Three months ended 3/31/2025

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

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

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

Other comprehensive income (loss) before reclassifications and income taxes

( 0.2 ) ( 2.4 ) ( 2.6 ) 0.1 9.5 9.6

Reclassification adjustments recognized in non-operating income

— — — — 0.6 0.6

( 0.2 ) ( 2.4 ) ( 2.6 ) 0.1 10.1 10.2

Net deferred tax benefits (income taxes)

0.1 0.6 0.7 1.8 ( 2.3 ) ( 0.5 )

Other comprehensive income (loss)

( 0.1 ) ( 1.8 ) ( 1.9 ) 1.9 7.8 9.7

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 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

Consolidated investment products - variable interest entities Total currency translation adjustments

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

Balances at beginning of period $ ( 57.4 ) $ 6.9 $ ( 50.5 ) $ ( 49.5 ) $ ( 2.2 ) $ ( 51.7 )

Other comprehensive income (loss) before reclassifications and income taxes ( 3.7 ) 14.0 10.3 0.6 6.9 7.5

Other comprehensive income (loss) before reclassifications ( 0.6 ) ( 0.7 ) ( 1.3 ) ( 4.3 ) 4.6 0.3

Reclassification adjustments recognized in non-operating income — ( 0.2 ) ( 0.2 ) — — —

( 3.7 ) 10.9 7.2 0.6 7.5 8.1

Other comprehensive income (loss) before income taxes ( 0.6 ) ( 0.9 ) ( 1.5 ) ( 4.3 ) 4.6 0.3

Net deferred tax benefits (income taxes) 0.1 0.3 0.4 0.6 ( 1.1 ) ( 0.5 )

1 unchanged sentence

Balances at end of period $ ( 57.9 ) $ 6.3 $ ( 51.6 ) $ ( 53.2 ) $ 1.3 $ ( 51.9 )

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.

The other comprehensive income (loss) in the table above excludes net losses of $ 0.7 million and net gains of $ 3.1 million for the three months ended March 31, 2026 and 2025, respectively, related to redeemable non-controlling interests held in our consolidated investment products.

NOTE 10 – SEGMENT REPORTING.

2 unchanged sentences

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

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

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

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;

3 unchanged sentences

The CODM utilizes consolidated net income attributable to T.

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

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.

1 unchanged sentence

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

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

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

NOTE 11 – COMMITMENTS AND CONTINGENCIES.

Rowe Price Group, Inc.

has committed $ 229 million for investment in future OHA product launches through 2026.

Rowe Price Group has committed $ 249 million for investment in future OHA product launches through 2026.

In April, we agreed to extend the commitment to 2030.

CONTINGENCIES.

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

Rowe Price Group, Inc.

and was excluded from the purchase consideration and deemed compensatory.

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

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 March 31, 2026 and December 31, 2025.

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

1 unchanged sentence

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.

As separately disclosed in the unaudited consolidated statements of income, we recognized a restructuring charge of $ 10.0 million, primarily severance, in the first quarter of 2026, 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.

At March 31, 2026, we had $ 5.2 million in accrued compensation and related costs related to this program.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

4 unchanged sentences

Rowe Price Group, Inc.

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.

and subsidiaries (the Company) as of March 31, 2026, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the three-month periods ended March 31, 2026 and 2025, and the related notes (collectively, the consolidated interim financial information).

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

generally accepted accounting principles.

10 unchanged sentences

Accordingly, we do not express such an opinion.

/ s / KPMG LLP

Baltimore, Maryland

October 31, 2025

April 30, 2026

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