What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-30 compared with 2025-10-31 · 234 added, 364 removed, 426 unchanged (58% of the section changed)

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trust services;

and non-discretionary advisory services.

and other advisory services.

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

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MARKET TRENDS.

Major stock indexes rose in the third quarter of 2025.

Initially, equities were supported by generally favorable economic data and second-quarter corporate earnings reports, as well as some positive tariff-related news in the form of U.S.

trade agreements with other nations.

In August, however, a weaker-than-expected nonfarm payroll employment report for July—which included significant downward revisions to employment data for May and June—raised fears of an economic slowdown.

Nevertheless, equities were buoyed by growing hopes that the Federal Reserve would resume reducing short-term interest rates;

the last rate cut was in December 2024.

Indeed, Fed officials decided in mid-September to reduce the fed funds target rate by 25 basis points and indicated there could be two additional rate cuts by the end of the year.

Developed non-U.S.

equity markets also produced gains.

Markets in several eurozone countries advanced more than 8% in U.S.

dollar terms, while UK shares rose about 6%.

Developed Asian markets were mostly positive in dollar terms, led by Hong Kong, Singapore, and Japan.

Stocks in emerging markets outperformed equities in developed non-U.S.

In emerging Asia, Chinese stocks climbed more than 20%, helped by cash-rich households seeking higher returns.

In Latin America, most markets produced positive returns in dollar terms.

In the emerging Europe, Middle East, and Africa (EMEA) region, markets were broadly positive.

South African shares surged more than 20%, helped by rising metals prices and mining industry strength.

Global financial markets experienced increased volatility during the first quarter of 2026.

In the U.S., equity markets produced mixed results during the quarter.

Equity prices advanced early in the quarter amid solid corporate earnings and generally favorable economic data.

Later in the quarter, heightened geopolitical tensions disrupted global energy supply conditions, leading to a sharp increase in oil prices and a corresponding reassessment of inflation risks.

This shift contributed to increased market volatility and downward pressure on equity valuations, particularly toward the end of the quarter.

Performance varied across market capitalizations and investment styles.

Small- and mid-capitalization stocks outperformed large-cap stocks, and value-oriented equities outperformed growth equities across capitalization ranges.

Energy stocks significantly outperformed amid higher commodity prices along with materials and utilities.

In contrast, consumer discretionary, financials, information technology, and communication services underperformed.

Developed international and emerging equity markets were modestly negative for the quarter.

Early gains were offset by late-quarter declines as higher energy costs weighed on growth expectations, particularly in regions dependent on imported energy.

Returns of several major equity market indexes were as follows:

Three months ended Nine months ended

Three months ended

Index 3/31/2026

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(1) Returns exclude dividends

Global bond returns were mostly positive in the third quarter of 2025.

In the U.S., Treasury bill yields declined in anticipation of a Federal Reserve interest rate cut in mid-September.

On September 17, the central bank reduced the federal funds target rate from the 4.25% to 4.50% range to the 4.00% to 4.25% range.

Intermediate- and long-term U.S.

Treasury yields fell to a lesser extent.

The 10-year U.S.

Treasury note yield decreased from 4.24% to 4.16%.

In the investment-grade bond universe, sector performance was broadly positive.

Corporate bonds and mortgage-backed securities performed best, while non-agency commercial mortgage-backed securities, asset-backed securities, and Treasuries lagged.

Tax-free municipal bonds and high yield corporate bonds outperformed the taxable investment-grade bond market.

Bonds in developed non-U.S.

markets produced slight negative returns in U.S.

dollar terms.

In the eurozone, longer-term bond yields rose in many countries, while the European Central Bank (ECB) kept key interest rates steady.

In the UK, longer-term bond yields also increased, but the Bank of England reduced its key interest rate in August.

The euro was little changed versus the greenback, but the British pound fell close to 2% versus the dollar.

In Japan, long-term government bond yields increased, but the Bank of Japan kept the benchmark interest rate at 0.50%.

The yen fell more than 2% versus the dollar.

Emerging markets bonds produced positive returns in U.S.

dollar terms.

Dollar-denominated bonds outperformed bonds denominated in local currencies, as developing markets currencies were mixed versus the U.S.

Global bond returns were modestly negative in the first quarter of 2026.

In the U.S., fixed income markets were relatively flat during the quarter.

Earlier gains were reversed later in the period as rising energy prices contributed to upward pressure on inflation expectations.

Heightened geopolitical uncertainty increased interest rate volatility and complicated expectations regarding the duration of restrictive monetary policy.

The Federal Reserve maintained its policy rate during the quarter, reflecting a continued data-dependent stance amid evolving economic and geopolitical conditions.

Mortgage-backed and asset-backed securities outperformed, while corporate bonds underperformed as credit spreads widened later in the quarter.

Treasury securities posted modest losses.

dollar weakened early in the quarter amid shifting global capital flows before strengthening later as risk aversion increased.

International fixed income markets posted negative returns for the quarter, driven primarily by rising sovereign yields late in the period.

Earlier gains supported by easing inflation trends were offset as geopolitical developments led to sharp increases in energy prices and a broad reassessment of inflation outlooks and anticipated central bank policy actions across major regions.

Emerging market bonds also declined during the quarter.

Hard-currency sovereign bonds were negatively affected by widening credit spreads as investors reassessed sovereign credit risk amid tighter global financial conditions.

Local-currency emerging market debt experienced additional pressure from rising domestic yields and currency depreciation later in the period, reflecting increased risk aversion and U.S.

dollar strength.

Earlier supportive conditions for emerging market fixed income were outweighed as geopolitical risks intensified toward quarter-end.

Returns of several major bond market indexes were as follows:

Three months ended Nine months ended

Three months ended

Index 3/31/2026

Bloomberg U.S.

Bloomberg Barclays U.S.

Aggregate Bond Index (0.1)%

JPMorgan Global High Yield Index 2.5% 6.9%

Bloomberg Municipal Bond Index 3.0% 2.6%

Bloomberg Global Aggregate Ex-U.S.

Morgan Global High Yield Index (0.2)%

Bloomberg Barclays Municipal Bond Index (0.2)%

Bloomberg Barclays Global Aggregate Ex-U.S.

Dollar Bond Index (1.9)%

JPMorgan Emerging Markets Bond Index Plus 3.2% 9.6%

ICE Bank of America U.S.

High Yield Index 2.4% 7.1%

S&P UBS Leveraged Loan Index 1.7% 4.7%

Morgan Emerging Markets Bond Index Plus (0.5)%

Bank of America US High Yield Index (0.6)%

Credit Suisse Leveraged Loan Index (0.5)%

ASSETS UNDER MANAGEMENT.

Assets under management ended the third quarter of 2025 at $1,767.2 billion, an increase of $90.4 billion from June 30, 2025.

The increase was primarily driven by market appreciation and income, net of distributions not reinvested, of $89.1 billion, offset by net cash outflows of $7.9 billion.

Beginning on July 1, 2025, assets under management include managed account - model delivery portfolios assets, which had $9.2 billion in assets as of that date, and are reflected in the increase from June 30, 2025 and December 31, 2024.

For the nine months ended September 30, 2025, the increase in assets under management was primarily driven by market appreciation, net of distributions not reinvested, of $182.8 billion, offset by net cash outflows of $31.4 billion.

The following tables detail changes in our assets under management, by asset class, during the three- and nine-month periods ended September 30, 2025:

Assets under management ended the first quarter of 2026 at $1,709.7 billion, a decrease of $65.9 billion from December 31, 2025.

The decrease was driven by market depreciation of $52.2 billion and net cash outflows of $13.7 billion.

The following table details changes in our assets under management, by asset class, during the first quarter of 2026:

Three months ended 3/31/2026

Nine months ended 9/30/2025

(in billions) Equity Fixed income, including money market Multi-asset (2)

Alternatives (3)

Total Equity Fixed income, including money market Multi-asset (2)

Alternatives (3)

Assets under management at beginning of period $ 878.5 $ 211.6 $ 627.0 $ 58.5 $ 1,775.6

Managed account - model delivery assets (4)

9.2 — — — 9.2 9.2 — — — 9.2

Net cash flows prior to manager-driven distributions (22.6) 3.5 4.1 2.2 (12.8)

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Change during the period (68.0) 3.0 (2.0) 1.1 (65.9)

Assets under management at September 30, 2025 $ 885.4 $ 208.1 $ 617.7 $ 56.0 $ 1,767.2 $ 885.4 $ 208.1 $ 617.7 $ 56.0 $ 1,767.2

(1) Includes assets in which T.

Assets under management at March 31, 2026 $ 810.5 $ 214.6 $ 625.0 $ 59.6 $ 1,709.7

(1) Includes fee earning assets in which T.

Rowe Price and its affiliates have full discretionary authority along with managed account - model delivery assets.

(2) The underlying assets under management of the multi-asset portfolios have been aggregated and presented in this category and not reported in the equity and fixed income columns.

(3) The alternatives asset class includes strategies authorized to invest more than 50% of its holdings in private credit, leveraged loans, mezzanine, real assets/CRE, structured products, stressed / distressed, non-investment grade CLOs, special situations, or have absolute return as its investment objective.

(3) The alternatives asset class includes strategies authorized to invest more than 50% of its holdings in private credit, leveraged loans, mezzanine, real assets/CRE, structured products, stressed / distressed, non-investment grade CLOs, special situations, private equity, or have absolute return as its investment objective.

Generally, only those strategies with longer than daily liquidity are included.

Unfunded capital commitments were $22.0 billion at September 30, 2025, $18.6 billion at June 30, 2025, and $16.2 billion at December 31, 2024, and are not reflected in fee basis AUM above.

(4) Amount represents the net assets as of July 1, 2025 and all activity for the quarter is reflected in the lines that follow.

(5) Includes net distributions not reinvested for the three- and nine-month periods ended September 30, 2025 of $0.4 billion and $1.3 billion, respectively.

Investment advisory clients outside the United States account for 8.7% of our assets under management at September 30, 2025 and June 30, 2025 and 8.8% at December 31, 2024.

Assets under management in our target date retirement portfolios, which are included in the multi-asset totals shown above, were $552.9 billion at September 30, 2025, $520.3 billion at June 30, 2025, and $475.6 billion at December 31, 2024.

Net flows into these portfolios were $2.6 billion and $10.6 billion in the three- and nine-month periods ended September 30, 2025, respectively.

The firm’s multi-asset investment division provides advisory solutions that include investment insights, strategic asset allocation design, tactical asset allocation recommendations, and portfolio rebalancing services.

The assets in these solutions, predominantly in the United States, were $25.2 billion at September 30, 2025, compared with $24.1 billion at June 30, 2025.

We provide participant accounting and plan administration for retirement plans that primarily invest in the firm's U.S.

mutual funds, collective investment trusts and products outside of the firm's complex.

As of September 30, 2025, our assets under administration were $315 billion, of which $178 billion are assets we manage.

Unfunded capital commitments were $20.9 billion at March 31, 2026 and $21.6 billion at December 31, 2025 and are not reflected in fee basis AUM above.

(4) Includes net distributions not reinvested for the first quarter of 2026 of $0.6.

Investment advisory clients outside the United States account for 8.6% of our assets under management at March 31, 2026 and 8.8% at December 31, 2025.

Assets under management in our target date retirement products, which are included in the multi-asset totals shown above, were $561.3 billion at March 31, 2026, compared with $561.4 billion at December 31, 2025.

Net flows into these portfolios were $4.9 billion in the first quarter of 2026.

Our multi-asset investment division provides advisory solutions that include investment insights, strategic asset allocation design, tactical asset allocation recommendations, and portfolio rebalancing services.

The assets in these solutions, predominantly in the United States, were $27.8 billion at March 31, 2026 and December 31, 2025.

We provide participant accounting and plan administration for defined contribution retirement plans that primarily invest in our U.S.

mutual funds, collective investment trusts and funds managed outside of our complex.

As of March 31, 2026, our assets under administration were $314 billion, of which $176 billion are assets we manage.

INVESTMENT PERFORMANCE.

S trong investment performance and brand awareness is a key driver to attracting and retaining assets—and to our long-term success.

Strong investment performance and brand awareness is a key driver to attracting and retaining assets—and to our long-term success.

Our performance disclosures include specific asset classes, assets under management weighted performance, U.S.

fund performance against passive peers, and composite performance against benchmarks.

The following tables present investment performance for the one-, three-, five-, and 10-years ended September 30, 2025.

The following tables present investment performance for the one-, three-, five-, and 10-years ended March 31, 2026.

Past performance is not a guarantee nor a reliable indicator of future performance.

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All composites 23% 38% 26% 44%

As of September 30, 2025, 63 of 142 (44.4%) of the firm's rated U.S.

As of March 31, 2026, 68 of 140 (48.6%) of the firm's rated U.S.

mutual funds (across primary share classes) received an overall rating of 4 or 5 stars.

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In addition, 61.0% (6) of AUM in the firm's rated U.S.

mutual funds (across primary share classes) ended September 30, 2025 with an overall rating of 4 or 5 stars.

mutual funds (across primary share classes) ended March 31, 2026 with an overall rating of 4 or 5 stars.

(1) The investment performance reflects that of T.

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Rowe Price passive funds, and T.

Rowe Price funds that are clones of a retail fund.

This analysis compares T.

Rowe Price funds that are clones of a retail fund.This

analysis compares T.

Rowe Price active funds with the applicable universe of passive/index open-end funds and ETFs of peer firms.

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RESULTS OF OPERATIONS.

The following table and discussion sets forth information regarding our consolidated financial results for the three- and nine-month periods ended September 30, 2025 and 2024 on a U.S.

The following table and discussion sets forth information regarding our consolidated financial results for the first quarter of 2026 and 2025 on a U.S.

GAAP and a non-GAAP basis.

The non-GAAP basis adjusts for the impact of our consolidated investment products, the impact of market movements on the deferred compensation liabilities and related economic hedges, investment income related to certain other investments, acquisition-related amortization and costs, impairment charges, and certain nonrecurring charges and gains, if any.

Three months ended Q1 2026 vs.

Q3 2024 Nine months ended YTD 2025 vs.

(in millions, except per-share data) 3/31/2026 3/31/2025 $ Change % Change (1)

9/30/2025 9/30/2024 $ change % change (1)

Investment advisory fees $ 1,683.0 $ 1,598.4 $ 84.6 5.3 %

$ 1,698.7 $ 1,627.3 $ 71.4 4.4 % $ 4,864.7 $ 4,732.5 $ 132.2 2.8 %

Performance-based advisory fees (2)

$ 6.4 $ 5.6 $ 0.8 14.3 % $ 23.2 $ 40.0 $ (16.8) (42.0) %

Capital allocation-based income (2)

$ 42.0 $ 4.6 $ 37.4 n/m $ 40.4 $ 51.8 $ (11.4) n/m

$ 28.1 $ (1.2) $ 29.3 n/m

Net revenues $ 1,857.0 $ 1,763.9 $ 93.1 5.3 %

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Net operating income $ 680.5 $ 596.3 $ 84.2 14.1 %

Non-operating income (loss) $ 238.4 $ 212.5 $ 25.9 12.2 % $ 544.6 $ 481.7 $ 62.9 13.1 %

Non-operating income (loss) $ (48.3) $ 70.7 $ (119.0) n/m

Net income to T.

Rowe Price Group, Inc.

$ 646.1 $ 603.0 $ 43.1 7.1 % $ 1,641.8 $ 1,660.2 $ (18.4) (1.1) %

Rowe Price Group $ 498.2 $ 490.5 $ 7.7 1.6 %

Diluted earnings per common share $ 2.23 $ 2.15 $ 0.08 3.7 %

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Net income to T.

Rowe Price Group, Inc.

$ 631.7 $ 586.5 $ 45.2 7.7 % $ 1,647.8 $ 1,654.7 $ (6.9) (0.4) %

Rowe Price Group $ 562.0 $ 509.3 $ 52.7 10.3 %

Diluted earnings per common share $ 2.52 $ 2.23 $ 0.29 13.0 %

6 unchanged sentences

(1) n/m - the percentage change is not meaningful.

(2) 2024 performance-based advisory fees are reported separately from investment advisory fees to align with the presentation in 2025.

(2) Capital allocation-based income represents the change in accrued carried interest.

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GAAP measures at the end of the Results of Operations section of this Management's Discussion and Analysis.

Results Overview - Quarter ended September 30, 2025

Results Overview - Quarter ended March 31, 2026

Net revenues consist of investment advisory revenues;

performance-based advisory fees;

administrative, distribution, services, and other fees;

administrative, distribution, servicing, and other fees;

and capital allocation-based income.

About 90% of our net revenues are related to investment advisory fees.

Total net revenues were $1,893.5 million in the third quarter of 2025, a 6.0%

increase compared to $1,785.6 million in the 2024 quarter.

The increase was driven primarily by higher investment advisory fees on higher average assets under management and capital allocation-based income.

More than 90% of our net revenues are related to investment advisory fees.

Total net revenues were $1,857.0 million in the first quarter of 2026, a 5.3% increase over $1,763.9 million in the first quarter of 2025.

The increase was primarily driven by a 5.3% increase in investment advisory fee revenue as higher overall markets increased average assets under management by 9.6% and a $29.3 million increase in capital allocation-based income (change in accrued carried interest) earned from investments in certain affiliated funds.

Investment advisory fees are generally earned based on the value and composition of our assets under management, which change based on fluctuations in financial markets and net cash flows.

3 unchanged sentences

Operating expenses on a U.S.

GAAP basis were $1,250.3 million in the third quarter of 2025, a 6.7% increase over the comparable 2024 period.

On a non-GAAP basis, operating expenses were $1,134.4 million, a 3.2% increase over the comparable 2024 period.

Compared to the third quarter of 2024, the increase in U.S.

GAAP operating expenses was driven by a few items, including the restructuring charge, primarily compensation and related, associated with our ongoing plan to reduce expense growth and realign resources to invest in existing and future capabilities.

Additionally, higher technology and facilities costs and accrued carried interest compensation contributed to the rise in U.S.

GAAP operating expenses and were the main drivers of the increase in non-GAAP operating expenses over the 2024 period.

Given the non-recurring nature of the restructuring charge, we have excluded this charge from our non-GAAP operating expenses measures.

Operating margin in the third quarter of 2025 was 34.0% on a U.S.

GAAP basis, compared to 34.4% in the third quarter of 2024.

The restructuring charge was the primary driver of the decrease in the operating margin.

Diluted earnings per share was $2.87 for the third quarter of 2025 compared to $2.64 for the third quarter of 2024.

The increase was primarily driven by higher operating income, higher investment gains, and fewer weighted average shares outstanding compared to the 2024 period.

On a non-GAAP basis, diluted earnings per share was $2.81 for the third quarter of 2025 as compared to $2.57 for the third quarter of 2024.

The increase was primarily due to higher adjusted operating income and fewer weighted average shares outstanding compared to the 2024 period.

Results Overview - Year-to-Date ended September 30, 2025

Net revenues consist of investment advisory revenues;

performance-based advisory fees;

administrative, distribution, services, and other fees;

and capital allocation-based income.

More than 90% of our net revenues for the nine months ended September 30, 2025 are related to investment advisory fees.

Total net revenues were $5,380.7 million in the nine months ended September 30, 2025, a 2.1% increase over $5,269.1 million in the 2024 period.

The increase was primarily driven by a 2.8% increase in investment advisory fee revenue as average assets under management increased by 7.0% and a $7.6 million increase in non-advisory revenues, partially offset by a $16.8 million decrease in performance-based advisory fees and a $11.4 million decrease in capital allocation-based income (change in accrued carried interest) earned from investments in certain affiliated funds.

Operating expenses on a U.S.

GAAP basis were $3,662.9 million in the nine months ended September 30, 2025, compared with $3,504.2 million over the comparable 2024 period.

On a non-GAAP basis, operating expenses were $3,416.7 million, a 4.3% increase over the comparable 2024 period.

Compared to the nine months ended September 30, 2024, the increase in U.S.

GAAP operating expenses were primarily due to compensation and related costs, the restructuring charge, technology and facility costs, and distribution and servicing costs.

The drivers of the increase in non-GAAP operating expenses were the same as U.S.

GAAP with the exception of the restructuring charge, which is excluded from our non-GAAP operating expenses measures.

Operating margin in the nine months ended September 30, 2025 was 31.9% on a U.S.

GAAP basis, compared to 33.5% earned in the 2024 period.

The decrease was primarily driven by operating expense growth outpacing net revenue growth.

Diluted earnings per share was $7.25 for the nine months ended September 30, 2025, compared to $7.23 for 2024 period.

On a non-GAAP basis, adjusted diluted earnings per share was $7.28 for the nine months ended September 30, 2025, compared to $7.21 for the 2024 period.

The increase was primarily due to fewer weighted average shares outstanding and higher investment gains, which were partially offset by lower operating income.

GAAP basis were $1,176.5 million in the first quarter of 2026, a 0.8% increase over the comparable 2025 period.

On a non-GAAP basis, adjusted operating expenses were $1,155.2 million, a 1.8% increase over the comparable 2025 period.

Compared to the first quarter of 2025, the increase in U.S.

GAAP and adjusted operating expenses was driven by higher technology, occupancy, and facilities costs.

GAAP expenses were impacted by lower mark-to-market related to our deferred compensation liabilities and lower acquisition-related amortization costs, partially offset by the restructuring charge.

These costs are not included in our non-GAAP operating expenses.

See the GAAP to non-GAAP reconciliation at the end of the Results of Operations section of this Management's Discussion and Analysis.

Operating margin in the first quarter of 2026 was 36.6% on a U.S.

GAAP basis, compared to 33.8% earned in the first quarter of 2025.

The increase in our operating margin for the first quarter of 2026 compared to the 2025 period was driven by net revenue growth outpacing operating expense growth primarily due to higher investment advisory fees.

Diluted earnings per share was $2.23 for the first quarter of 2026 compared to $2.15 for the first quarter of 2025.

The increase was primarily driven by a lower tax rate and lower weighted average shares outstanding compared to the 2025 period.

On a non-GAAP basis, diluted earnings per share was $2.52 for the first quarter of 2026 compared to $2.23 for the first quarter of 2025.

The increase was primarily due to higher adjusted operating income and lower weighted average shares outstanding compared to the 2025 period.

Three months ended Q1 2026 vs.

Q3 2024 Nine months ended YTD 2025 vs.

(in millions) 3/31/2026 3/31/2025 $ Change % Change (1)

9/30/2025 9/30/2024 $ change % change (1)

Investment advisory fees

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Performance-based advisory fees 7.5 10.4 (2.9) (27.9) %

6.4 5.6 0.8 14.3 % 23.2 40.0 (16.8) (42.0) %

Capital allocation-based income

Change in accrued carried interest 56.2 35.1 21.1 60.1 % 101.9 121.6 (19.7) (16.2) %

Acquisition-related amortization and impairments (14.2) (30.5) 16.3 (53.4) % (61.5) (69.8) 8.3 (11.9) %

42.0 4.6 37.4 n/m 40.4 51.8 (11.4) n/m

Administrative, distribution, services, and other fees

Administrative fees 124.1 125.4 (1.3) (1.0) % 387.5 378.4 9.1 2.4 %

Change in accrued carried interest 31.3 9.2 22.1 n/m

Acquisition-related amortization and impairments (3.2) (10.4) 7.2 n/m

28.1 (1.2) 29.3 n/m

Administrative, distribution, servicing, and other fees

Administrative and other fees 116.6 134.7 (18.1) (13.4) %

Distribution and servicing fees 21.8 21.6 0.2 0.9 %

7 unchanged sentences

Average AUM $ 1,775.8 $ 1,620.3 $ 155.5 9.6 %

Ending AUM (in billions) $ 1,709.7 $ 1,566.3 $ 143.4 9.2 %

Investment advisory annualized effective fee rate (EFR) (in bps)

2 unchanged sentences

(1) n/m - the percentage change is not meaningful.

(2) 2024 performance-based advisory fees are reported separately from investment advisory fees to align with the 2025 presentation.

Investment advisory fees in the third quarter of 2025 increased 4.4% over the comparable 2024 quarter while average assets under management increased $133.5 billion, or 8.4%, to $1,723.0 billion.

For the nine months ended September 30, 2025, investment advisory revenues increased 2.8% over the comparable 2024 period as average assets under management increased $108.2 billion, or 7.0%, to $1,644.4 billion.

The average annualized effective fee rate earned for the three- and nine-month periods ended September 30, 2025 declined from the comparable 2024 periods primarily due to client flows and transfers shifting assets under management toward lower-fee strategies and products.

Performance-based advisory fees in the third quarter of 2025 and 2024 were earned primarily from alternatives strategies, and from alternatives and equity strategies for the nine months ended September 30, 2025 and 2024.

Investment advisory fees in the first quarter of 2026 increased 5.3% over the comparable 2025 quarter as average assets under management increased $155.5 billion, or 9.6%, to $1,775.8 billion.

The average annualized effective fee rate earned for the first quarter of 2026 declined from the comparable 2025 period due to client flows and transfers creating a mix shift in assets under management toward lower fee products and asset classes.

Performance-based advisory fees in the first quarter of 2026 were primarily earned from alternative strategies, whereas in the 2025 comparative period fees were earned across equity and alternative strategies.

Capital allocation-based income includes the change in accrued carried interest along with acquisition-related amortization and impairments.

In the third quarter of 2025, the change in accrued carried interest increased net revenues by $56.2 million compared to $35.1 million in the 2024 period.

For the nine months ended September 30, 2025, the change in accrued carried interest increased net revenues by $101.9 million compared to $121.6 million for the 2024 period.

The difference in the change in accrued carried interest for the 2025 periods compared to the 2024 periods was due to relative market impacts and performance.

The decrease in acquisition-related amortization and impairments for the 2025 periods from the comparable 2024 periods was primarily due to higher impairments recognized in prior periods.

A portion of the capital allocation-based income is passed through to certain associates as compensation and the related expense recognized in compensation and related costs with the unpaid amount reported as non-controlling interest on the unaudited consolidated balance sheets.

Administrative, distribution, services, and other fees in the third quarter of 2025 were $146.4 million, a decrease of $1.7 million, or 1.1%, from the comparable 2024 quarter.

For the nine months ended September 30, 2025, these fees were $452.4 million, an increase of $7.6 million, or 1.7%, from the 2024 period.

In the third quarter of 2025, we began reporting revenue from managed account model delivery assets and certain other advisory services in investment advisory fees, which was over $13 million in Q3 2025.

This reclassification was the primary driver of the decline in administrative, distribution, services, and other fees, partially offset by higher transfer agents services compared to the 2024 period.

For the nine months ended September 30, 2025, the increase was primarily due to higher recordkeeping fees and higher transfer agent services.

For the 2026 quarter, accrued carried interest increased net revenues by $31.3 million, compared to $9.2 million in 2025, reflecting relative investment performance.

The decrease in acquisition-related amortization and impairments from the comparable 2025 period primarily reflects amortization and impairments recognized over time, which reduced the remaining carrying value of the acquired-assets.

We realized carried interest of $41.0 million in the first quarter of 2026 compared to $43.1 million in the 2025 period.

A portion of the capital allocation-based income is passed through to certain associates as compensation and the related expense is recognized in compensation and related costs with the unpaid amount reported as non-controlling interest on the unaudited consolidated balance sheet.

Administrative, distribution, servicing, and other fees in the first quarter of 2026 were $138.4 million, a decrease of $17.9 million, or 11.5%, from the comparable 2025 quarter.

The decrease primarily reflects the reporting change implemented in Q3 2025, in which revenue earned from managed account - model delivery assets and certain other

advisory services began being reported within investment advisory fees, as well as the timing of cost reimbursements from the U.S.

mutual funds.

Our net revenues reflect the elimination of advisory and administrative fee revenue earned from our consolidated

investment products.

The corresponding expenses recognized by these products, which are consolidated in our financial statements, were also eliminated from operating expenses.

For the third quarter, we eliminated net revenue of $0.8 million in 2025 and $1.3 million in 2024.

For the nine months ended September 30, we eliminated net revenue of $3.6 million in 2025 and $3.0 million in 2024.

The corresponding expenses recognized by these products, and consolidated in our financial statements, were also eliminated from operating expenses.

For the first quarter, we eliminated net revenue of $1.1 million in 2026 and $1.4 million in 2025.

Operating expenses

Three months ended Q1 2026 vs.

Q3 2024 Nine months ended YTD 2025 vs.

(in millions) 3/31/2026 3/31/2025 $ Change % Change (1)

9/30/2025 9/30/2024 $ change % change (1)

Compensation, benefits, and related costs $ 655.1 $ 657.9 $ (2.8) (0.4) %

Acquisition-related retention agreements 14.2 4.0 10.2 n/m 42.5 30.6 11.9 38.9 %

Acquisition-related retention agreements 14.2 14.2 — — %

Capital allocation-based income compensation (2)

11.4 (0.4) 11.8 n/m

Market-related change in deferred compensation liabilities 50.8 43.4 7.4 17.1 % 109.9 111.0 (1.1) (1.0) %

Market-related change in deferred compensation liabilities (21.0) (7.2) (13.8) n/m

Total compensation and related costs 659.7 664.5 (4.8) (0.7) %

Distribution and servicing 95.8 91.6 4.2 4.6 % 281.9 261.2 20.7 7.9 %

Advertising and promotion 21.3 20.8 0.5 2.4 % 77.3 79.4 (2.1) (2.6) %

Distribution and servicing costs 99.3 93.6 5.7 6.1 %

Advertising and promotion costs 18.4 26.1 (7.7) (29.5) %

Product and recordkeeping related costs 74.3 83.8 (9.5) (11.3) %

Technology, occupancy, and facility costs (3)

General, administrative, and other 101.7 104.2 (2.5) (2.4) % 314.5 305.5 9.0 2.9 %

Change in fair value of contingent consideration — (13.4) 13.4 n/m — (13.4) 13.4 n/m

204.4 181.2 23.2 12.8 %

General, administrative, and other costs (3)

92.4 89.7 2.7 3.0 %

Acquisition-related amortization and impairment costs 18.0 28.7 (10.7) (37.3) %

Restructuring charge 28.5 — 28.5 n/m 28.5 — 28.5 n/m

Restructuring charge 10.0 — 10.0 n/m

Total operating expenses $ 1,176.5 $ 1,167.6 $ 8.9 0.8 %

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(2) Capital allocation-based income compensation represents the change in accrued carried interest compensation along with acquisition-related, non-cash amortization and impairments.

(3) In Q1 2026, we began reporting technology-related professional fees and servicing costs from general, administrative, and other costs to technology, occupancy, and facilities costs to better align with the nature of the expenses following the outsourcing and expansion of our technology capabilities through trusted vendor partnerships.

Prior periods were recast to reflect this change.

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

(4) See the reconciliation to the comparable U.S.

GAAP measures at the end of the Results of Operations section of this Management's Discussion and Analysis.

Compensation, benefits, and related costs were $632.5 million in the third quarter of 2025, a decrease of $0.4 million, or 0.1%, compared to the 2024 quarter.

For the nine months ended September 30, 2025, these costs were $1,939.2 million, an increase of $41.2 million, or 2.2%, compared to the 2024 period.

For the third quarter of 2025, the decrease was due to lower temporary personnel, offset by higher salaries and related benefits and lower capitalized labor.

For the nine months ended September 30, 2025, the increase was primarily due to higher salaries and related benefits, higher long-term incentive compensation, and lower capitalized labor.

These increases were partially offset by lower temporary personnel and other employee related costs.

The firm employed 7,830 associates at September 30, 2025, a decrease of 2.9% from 8,063 associates at June 30, 2025, a decrease of 4.0% from the end of 2024, and a decrease of 3.4% from September 30, 2024.

The decrease in associates over each period is primarily driven by the workforce action in July 2025.

Distribution and servicing costs were $95.8 million for the third quarter of 2025, an increase of $4.2 million, or 4.6%, from $91.6 million recognized in the 2024 quarter.

For the nine months ended September 30, 2025, these costs were $281.9 million, an increase of $20.7 million, or 7.9%, from $261.2 million recognized in the comparable 2024 period.

The increases in both periods were primarily driven by higher average assets under management distributed through intermediaries.

Compensation, benefits, and related costs were $655.1 million for the first quarter of 2026, a decrease of $2.8 million, or 0.4%, compared to the 2025 quarter.

The decrease was primarily due to lower salaries and related benefits, partially offset by higher long-term incentive compensation.

The firm employed 7,507 associates at March 31, 2026, a decrease of 3.4% from the end of 2025 and a decrease of 7.1% from March 31, 2025.

The average associate headcount for the first quarter of 2026 was 7,617, a decrease of 6.0% compared to the 2025 period.

Distribution and servicing costs were $99.3 million for the first quarter of 2026, an increase of $5.7 million, or 6.1%, from $93.6 million recognized in the 2025 quarter.

The increase was primarily driven by higher average assets under management distributed through intermediaries.

The costs in this expense category include amounts paid to third-party intermediaries that source the assets of certain share classes of our U.S.

mutual funds, ETFs, and our international products, such as our Japanese ITMs and SICAVs.

These costs are offset entirely by the distribution revenue we earn and report in net revenues:

12b-1 revenue is recognized in administrative, distribution, services, and other fees for the Advisor and R share classes of the U.S.

mutual funds and investment advisory fee revenue for our international products and ETFs.

Product and recordkeeping related costs were $78.7 million in the third quarter of 2025, an increase of $3.7 million, or 4.9%, compared to $75.0 million in the 2024 quarter.

For the nine months ended September 30, 2025, these costs were $237.3 million, an increase of $14.3 million, or 6.4%, from $223.0 million recognized in the comparable 2024 period.

The increases in both periods were primarily due to higher recordkeeping fees and other product related costs.

Also contributing to the nine month increase was higher custody fees related to our trust products.

Technology, occupancy, and facility costs were $183.2 million in the third quarter of 2025, an increase of $19.2 million, or 11.7%, compared to the $164.0 million recognized in the 2024 quarter.

For the nine months ended September 30, 2025, these costs were $530.2 million, an increase of $55.4 million, or 11.7%, compared with the 2024 period.

The increases in both periods were primarily due to higher technology costs, including hosted solutions and depreciation.

Also contributing to the nine month increase was higher occupancy and facility costs related to our new corporate headquarters, which was occupied in March 2025, and a non-recurring cost benefit related to our UK facility in the first quarter of 2024.

General, administrative, and other expenses were $101.7 million in the third quarter of 2025, a decrease of $2.5 million, or 2.4%, compared to the $104.2 million recognized in the 2024 quarter.

For the nine months ended September 30, 2025, these costs were $314.5 million, an increase of $9.0 million, or 2.9%, compared with the 2024 period.

For the third quarter of 2025, the decrease was primarily related to a non-recurring cost recovery recognized during the quarter.

For the nine months ended September 30, 2025, the increase was primarily driven by higher professional fees, information services, and other administrative costs.

These increases were partially offset by the non-recurring cost recovery recognized in the third quarter of 2025 and lower external research fees.

Acquisition-related amortization and impairment costs primarily relate to the indefinite- and definite-lived intangible assets identified and separately recognized, at fair value, on acquisition date.

For the third quarter of 2025, we recognized $26.8 million in amortization and impairments related to intangible assets, compared to $51.5 million in the 2024 quarter.

For the nine months ended September 30, 2025, we recognized $86.7 million in amortization and impairments related to intangible assets, compared to $125.3 million, in the 2024 period.

For the 2024 periods, intangible asset impairment charges totaled $25.6 million for the third quarter and $59.7 million for the year-to-date period.

If conditions that led us to recognize impairment charges worsen, additional impairments may be recognized in future periods.

Restructuring charge of $28.5 million for three- and nine-month periods ended September 30, 2025 reflects compensation costs, primarily severance, incurred in connection with the July workforce action.

This was related to our previously announced 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.

These costs are offset entirely by the investment advisory revenue we earn from these products, or in the case of the Advisor and R share classes of the U.S.

mutual funds, are recognized in administrative, distribution, servicing, and other fees.

Advertising and promotion costs were $18.4 million in the first quarter of 2026, a decrease of $7.7 million, or 29.5%, compared to the $26.1 million recognized in the 2025 quarter.

The decrease was primarily due to timing of media spend and events.

Product and recordkeeping related costs were $74.3 million in the first quarter of 2026, a decrease of $9.5 million, or 11.3%, compared to the 2025 quarter.

The decrease was primarily due to the timing of costs reimbursed by our U.S.

mutual funds.

The offsetting reimbursement is recognized in administrative, distribution, servicing, and other fees revenue.

Technology, occupancy, and facility costs were $204.4 million in the first quarter of 2026, an increase of $23.2 million, or 12.8%, compared to the $181.2 million recognized in the 2025 quarter.

The increase from the 2025 quarter was primarily due to higher technology costs, including cloud services, depreciation, and our decision in the prior year to outsource certain technology capabilities.

General, administrative, and other expenses were $92.4 million in the first quarter of 2026, an increase of $2.7 million, or 3.0%, compared to the $89.7 million recognized in the 2025 quarter.

The increase was primarily due to higher external research and other general and administrative costs.

Acquisition-related amortization and impairment costs.

As part of the purchase accounting for our acquisitions, we identified and separately recognized, at fair value, certain intangible assets.

During the first quarter of 2026, we recognized $18.0 million in amortization and impairments compared to $28.7 million in the 2025 period.

The decrease primarily reflects amortization and impairments recognized over time, which reduced the remaining carrying value of the related definite-lived intangibles.

Restructuring charge of $10.0 million in the first quarter of 2026 relates to actions taken under our previously announced 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 reflects compensation‑related costs, primarily severance.

Non-operating income (loss)

Non-operating income for the third quarter of 2025 was $238.4 million compared to $212.5 million in the 2024 quarter.

The following table details the components of non-operating income for both the three- and nine-month periods ended September 30, 2025 and 2024.

Three months ended Nine months ended

The following table details the components of non-operating income (loss) for both the first quarter of 2026 and 2025.

Three months ended

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

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GAAP measures at the end of the Results of Operations section of this Management's Discussion and Analysis.

Higher investment gains earned by our investment portfolio during the three- and nine-month periods ended September 30, 2025 compared to the 2024 periods were primarily due to higher cash and investment holdings coupled with stronger overall market returns.

The table above shows the net investment income of the underlying portfolios of the consolidated investment products, not just the income from our ownership share.

The table below displays how consolidated investment products affected the individual lines of our unaudited consolidated income statements and the portion attributable to our interest.

Three months ended Nine months ended

On an adjusted basis, non-operating income (loss) consists of investment gains/losses generated from our cash and discretionary investment portfolio.

Lower investment gains earned by our investment portfolio during the first quarter of 2026 compared to the 2025 period was primarily due to overall lower market returns, partially offset by higher dividend income from higher cash and investment balances.

The table above includes the net investment income of the underlying portfolios included in the consolidated

sponsored investment products and not just the net investment income related to our ownership interest in the products.

The table below shows the impact that the consolidated investment products had on the individual lines of our unaudited consolidated statements of income and the portion attributable to our interest:

Three months ended

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

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Provision for income taxes

The GAAP effective tax rate for the third quarter of 2025 was 22.1% compared with 22.5% in the third quarter of 2024.

These quarterly rates were the result of an overall year-to-date rate of 22.8% for 2025 and 23.5% for 2024.

The following table reconciles the statutory federal income tax rate to our effective tax rate on a U.S.

GAAP basis for the nine months ended September 30, 2025 and 2024:

Nine months ended

GAAP basis for the three months ended March 31, 2026 and 2025:

Three months ended

3/31/2026 3/31/2025

1 unchanged sentence

federal income tax rate 21.0 % 21.0 %

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

State income taxes, net of federal income tax benefits 2.2 2.7

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

4 unchanged sentences

Adjusted effective tax rate 23.7 % 24.7 %

(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.

The adjusted effective tax rate primarily adjusts for the impact of the consolidated investment products, including the net income attributable to the redeemable non-controlling interests.

The decrease in the year-to-date 2025 U.S.

GAAP and adjusted effective tax rates compared to 2024 was primarily due to the reversal of a U.S.

foreign tax credit carryover valuation allowance and lower state taxes.

The impact of redeemable non-controlling interest also contributed to the lower U.S.

GAAP effective tax rate compared to the 2024 period.

(1) Net income attributable to redeemable non-controlling interests represents the portion of earnings held in our consolidated investment products that are not taxable to the us despite being included in pre-tax income.

The adjusted effective tax rate primarily adjusts for the impact of the consolidated investment products, including the net income attributable to redeemable non-controlling interests.

Our adjusted effective tax rate was 23.7% in the first quarter of 2026 compared with 24.7% in 2025.

The decrease in both the U.S.

GAAP and adjusted effective tax rate is primarily due to lower state taxes resulting from prior period settlements and the reversal of certain deferred tax asset valuation allowances.

The impact of these decreases on the U.S.

GAAP effective tax rate were partially offset by a lower impact related to the net income attributable to redeemable noncontrolling interests.

We currently estimate that our effective tax rate for the full year 2026, on a U.S.

GAAP basis, will be in the range of 23.0% to 26.0%.

On an adjusted basis, the range is 23.5% to 25.5% .

Our effective tax rate will continue to experience volatility in future periods due to tax benefits recognized from stock-based compensation being influenced by market fluctuations in our stock price, and changes in deferred tax asset valuation allowances, primarily in foreign jurisdictions, being impacted by the sufficiency of taxable income in future periods.

GAAP rate will also be impacted by changes in the proportion of net income that is attributable to our redeemable non-controlling interests and non-controlling interests reflected in permanent equity.

GAAP and adjusted basis, will be in the range of 23.0% to 26.0%.

Our effective tax rate will continue to experience volatility in future periods due to, among other things, the impact market fluctuations in our stock price have on stock-based compensation tax benefits, changes in the mix of our earnings among countries with differing tax laws or rates, and changes in the valuation allowances of foreign-based deferred tax assets.

NON-GAAP INFORMATION AND RECONCILIATION.

4 unchanged sentences

The following schedules reconcile certain U.S.

GAAP financial measures to Non-GAAP financial measures for the three months ended September 30, 2025 and 2024.

GAAP financial measures to non-GAAP financial measures for the three months ended March 31, 2026 and 2025.

Three months ended 3/31/2026

34 unchanged sentences

(14.2) 14.2 — 3.0 11.2 0.05

Contingent consideration (1)

13.4 (13.4) — (1.8) (11.6) (0.05)

Intangible assets amortization and impairments (1)

8 unchanged sentences

Adjusted Basis $ 1,135.1 $ 640.6 $ 35.5 $ 166.8 $ 509.3 $ 2.23

The following schedules reconcile certain U.S.

GAAP financial measures to non-GAAP financial measures for the nine months ended September 30, 2025 and 2024.

Nine months ended 9/30/2025

Operating expenses Net operating income Non-operating income (loss) Provision (benefit) for income taxes (6)

Net income attributable to T.

Rowe Price Group, Inc.

Diluted earnings per share (7)

GAAP Basis (FS line item) $ 3,662.9 $ 1,717.8 $ 544.6 $ 514.7 $ 1,641.8 $ 7.25

Non-GAAP adjustments:

Acquisition-related:

Investment and NCI amortization and impairments (1) (Capital allocation-based income and Compensation and related costs)

24.9 36.6 — 7.7 28.9 0.13

Acquisition-related retention arrangements (1) (Compensation and related costs)

(42.5) 42.5 — 8.3 34.2 0.15

Intangible assets amortization and impairments (1)

(86.7) 86.7 — 17.1 69.6 0.31

Total acquisition-related (104.3) 165.8 — 33.1 132.7 0.59

Deferred compensation liabilities (2) (Compensation and related costs)

(109.9) 109.9 (112.8) (0.6) (2.3) (0.01)

Restructuring charge (3)

(28.5) 28.5 — 4.2 24.3 0.11

Consolidated investment products (4)

(3.5) 7.1 (183.1) (16.0) (54.1) (0.24)

Other non-operating income (5)

— — (115.9) (21.3) (94.6) (0.42)

Adjusted Basis $ 3,416.7 $ 2,029.1 $ 132.8 $ 514.1 $ 1,647.8 $ 7.28

Nine months ended 9/30/2024

Operating expenses Net operating income Non-operating income (loss) Provision (benefit) for income taxes (6)

Net income attributable to T.

Rowe Price Group, Inc.

Diluted earnings per share (7)

GAAP Basis (FS line item) $ 3,504.2 $ 1,764.9 $ 481.7 $ 527.5 $ 1,660.2 $ 7.23

Non-GAAP adjustments:

Acquisition-related:

Investment and NCI amortization and impairments (1) (Capital allocation-based income and Compensation and related costs)

29.8 40.0 — 7.8 32.2 0.14

Acquisition-related retention arrangements (1) (Compensation and related costs)

(30.6) 30.6 — 7.2 23.4 0.10

Contingent consideration (1)

13.4 (13.4) — (1.8) (11.6) (0.05)

Intangible assets amortization and impairments (1)

(125.3) 125.3 — 24.9 100.4 0.44

Total acquisition-related (112.7) 182.5 — 38.1 144.4 0.63

Deferred compensation liabilities (2) (Compensation and related costs)

(111.0) 111.0 (105.6) 1.2 4.2 0.02

Consolidated investment products (4)

(4.3) 7.3 (166.7) (21.2) (79.3) (0.35)

Other non-operating income (5)

— — (95.0) (20.2) (74.8) (0.32)

Adjusted Basis $ 3,276.2 $ 2,065.7 $ 114.4 $ 525.4 $ 1,654.7 $ 7.21

(1) These non-GAAP adjustments remove the impact of acquisition-related amortization of intangible assets, the recurring fair value remeasurements of the contingent consideration liability, if any, amortization of acquired investment and non-controlling interest basis differences and amortization of compensation-related arrangements.

differences and amortization of compensation-related arrangements.

We believe adjusting for these charges helps the reader's ability to understand our core operating results and increases comparability period to period.

(2) This non-GAAP adjustment eliminates the compensation expense impact from market valuation changes in deferred compensation liabilities, including the supplemental savings plan and, starting in Q4 2024, restricted fund units, and the related net gains (losses) on investments used as economic hedges against the related liabilities.

(2) This non-GAAP adjustment eliminates the compensation expense impact from market valuation changes in deferred compensation liabilities, including the supplemental savings plan and restricted fund units, and the related net gains (losses) on investments used as economic hedges against the related liabilities.

The liabilities are adjusted based on the performance of hypothetical investments selected by participants.

We use investment products to economically hedge the market risk associated with the supplemental savings plan liability and the expected settlement

value of unvested restricted fund units.

We believe it is useful to offset the non-operating investment income (loss) of the hedges against the related compensation expense and remove the net impact to help the reader's ability to understand the firm's core operating results and to increase comparability period to period.

(3) This non-GAAP adjustment removes compensation expenses, primarily severance, incurred as part of our broad and ongoing plan to reduce expense growth and realign resources to invest in existing and future capabilities.

We use investment products to economically hedge the market risk associated with the supplemental savings plan liability and the expected settlement value of unvested restricted fund units.

We believe it is useful to offset the non-operating investment income (loss) of the hedges against the related compensation expense and remove the net impact to help the reader's ability to understand the our core operating results and to increase comparability period to period.

(3) This non-GAAP adjustment removes the impact of actions taken as part of our broad and ongoing plan to reduce expense growth and realign resources to invest in existing and future capabilities.

We believe this adjustment helps the reader’s ability to understand our core operating results and increases comparability period to period.

2 unchanged sentences

The adjustment to net income attributable to T.

Rowe Price Group, Inc.

represents the consolidated investment products' net income, net of redeemable non-controlling interests.

Rowe Price Group represents the consolidated investment products' net income, net of redeemable non-controlling interests.

We believe this adjustment helps the reader’s ability to understand our core operating results and increases comparability period to period.

1 unchanged sentence

We retain gains from cash and discretionary investments in our non-GAAP measures, as they are considered part of our core operations.

We believe adjusting for the remaining non-operating income (loss) helps the reader’s ability to understand the firm's core operating results and increases comparability period to period.

Additionally, we do not emphasize this portion of non-operating income (loss) when assessing the firm's performance.

(6) The income tax impacts were calculated in order to achieve an overall year-to-date non-GAAP effective tax rate of 23.8% in 2025 and 24.1% in 2024.

As such, the non-GAAP effective tax rate for the third quarter was 23.4% in 2025 and 23.8% in 2024.

(7) This non-GAAP measure was calculated by applying the two-class method to adjusted net income attributable to T.

Rowe Price Group, Inc.

divided by the weighted-average common shares outstanding assuming dilution.

We believe adjusting for the remaining non-operating income (loss) helps the reader’s ability to understand our core operating results and increases comparability period to period.

Additionally, we do not emphasize this portion of non-operating income (loss) when assessing our performance.

(6) The income tax impacts were calculated in order to achieve an overall year-to-date non-GAAP effective tax rate.

As such, the non-GAAP effective tax rate for the three months ended March 31, 2026 and 2025 was 23.7% and 24.7%, respectively.

(7) This non-GAAP measure was calculated by applying the two-class method to adjusted net income attributable to

Rowe Price Group divided by the weighted-average common shares outstanding assuming dilution.

The calculation of adjusted net income allocated to common stockholders is as follows:

Three months ended Nine months ended

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

Three months ended

3/31/2026 3/31/2025

Adjusted net income attributable to T.

14 unchanged sentences

Total cash and investments in T.

Rowe Price products $ 6,491.5 $ 5,480.1

Our discretionary investment portfolio is primarily comprised of short duration bond funds, which typically yield higher than money market rates.

Our subsidiaries outside the United States held cash and discretionary investments of $812.2 million at September 30, 2025 and $653.9 million at December 31, 2024.

Rowe Price products attributable to T.

Rowe Price Group $ 6,566.2 $ 6,303.3

Our discretionary investment portfolio is comprised of short duration bond funds, which typically yield higher than money market rates.

Our subsidiaries outside the United States held cash and discretionary investments of $826.1 million at March 31, 2026 and $730.6 million at December 31, 2025.

Given the availability of our financial resources and cash expected to be generated through future operations, we do not maintain an available external source of additional liquidity.

2 unchanged sentences

The following table details how T.

Rowe Price Group, Inc.’s interests in cash and investments relate to where they are presented on the unaudited consolidated balance sheet as of September 30, 2025.

Rowe Price Group, Inc.’s interests in cash and investments relate to where they are presented on the unaudited consolidated balance sheet as of March 31, 2026.

(in millions) Cash and cash equivalents Investments Net assets of consolidated investment products (1)

Cash and discretionary investments $ 3,729.8 $ 459.5 $ — $ 4,189.3

Seed capital investments — 383.2 671.3 1,054.5

Redeemable seed capital investments — 335.4 798.5 1,133.9

Investments used to hedge the deferred compensation liabilities — 1,169.8 73.2 1,243.0

1 unchanged sentence

Rowe Price products attributable to T.

Rowe Price Group, Inc.

3,634.8 2,086.6 770.1 6,491.5

Rowe Price Group 3,729.8 1,964.7 871.7 6,566.2

Investments in affiliated private investment funds (2)

— 682.1 29.1 711.2

Investments in CLOs — 38.2 — 38.2

Investments in affiliated collateralized loan obligations — 23.3 — 23.3

Investment in UTI and other investments — 497.0 — 497.0

Total cash and investments attributable to T.

Rowe Price Group, Inc.

3,634.8 3,417.4 770.1 7,822.3

Rowe Price Group 3,729.8 3,167.1 900.8 7,797.7

Redeemable non-controlling interests — — 940.2 940.2

As reported on unaudited consolidated balance sheet at September 30, 2025

$ 3,634.8 $ 3,417.4 $ 1,755.0 $ 8,807.2

(1) The consolidated investment products are generally those products we provided seed capital at the time of their formation and we have a controlling interest.

As reported on the consolidated balance sheet at March 31, 2026 $ 3,729.8 $ 3,167.1 $ 1,841.0 $ 8,737.9

(1) The consolidated T.

Rowe Price investment products are generally those products we provided seed capital at the time of their formation and we have a controlling interest.

These products generally represent U.S.

mutual funds, ETFs, and funds regulated outside the U.S.

The $770.1 million represents the total value at September 30, 2025 of our interest in the consolidated investment products.

The $900.8 million represents the total value at March 31, 2026 of our interest in the consolidated T.

Rowe Price investment products.

The total net assets of the T.

Rowe Price investment products at September 30, 2025 of $1,755.0 million includes assets of $1,777.7 million, less liabilities of $22.7 million as reflected in our unaudited consolidated balance sheets.

(2) Includes $170.0 million of non-controlling interests in consolidated entities held by related parties, and we cannot sell in order to obtain cash for general operations.

Our unaudited consolidated balance sheet includes the cash, investments, and other assets and liabilities of our consolidated investment products, which includes any redeemable non-controlling interests held by third-party investors.

While we can redeem our net interest in these investment products at any time, we cannot directly access or sell their assets for general operations, and their assets are not available to our general creditors.

Our interest typically serves as initial seed capital and is reclassified as discretionary when management decides the seed capital is no longer needed.

We evaluate these discretionary investment products and aim to liquidate our interest without affecting the product or unrelated third-party investors.

Rowe Price investment products at March 31, 2026 of $1,841.0 million includes assets of $1,954.5 million, less liabilities of $113.5 million as reflected in our unaudited consolidated balance sheets.

(2) Includes $157.6 million of non-controlling interests in consolidated entities and represents the portion of these investments, held by related parties, that we cannot sell in order to obtain cash for general operations.

Our unaudited consolidated balance sheet reflects the cash and cash equivalents, investments, other assets and liabilities of those investment products we consolidate, as well as redeemable non-controlling interests for the portion of these investment products that are held by unrelated third-party investors.

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

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

Our interest in these sponsored investment products is generally used as initial seed capital and is recategorized as discretionary when it is determined by management that the seed capital is no longer needed.

We assess the discretionary investment products and, when we decide to liquidate our interest, we seek to do so in a way as to not impact the product and, ultimately, the unrelated third-party investors.

Uses of Liquidity

We increased our quarterly recurring dividend per common share in February 2026 by 2.4% to $1.30 per common share from $1.27 per common share.

Further, we spent $483.8 million in the first nine months of 2025 to repurchase 4.8 million shares of our outstanding common stock, at an average price of $100.59 per share.

These dividends and repurchases were funded using existing cash balances and cash generated from operations.

Further, we expended $340.4 million in the first quarter of 2026 to repurchase 3.7 million shares of our outstanding common stock, at an average price of $92.16 per share.

These dividends and repurchases were expended using existing cash balances and cash generated from operations.

While opportunistic in our approach to stock buybacks, we will generally repurchase our common stock over time to offset the dilution created by our equity-based compensation plans.

Since the end of 2022, we have returned $4.2 billion to stockholders through stock repurchases and regular quarterly dividends, as follows:

(in millions) Recurring dividend Stock repurchases Total cash returned to stockholders

Since the end of 2023, we have returned nearly $3.9 billion to stockholders through stock repurchases and regular quarterly dividends, as follows:

(in millions) Recurring dividend Stock repurchases Total returned to stockholders

2024 $ 1,135.2 $ 334.5 $ 1,469.7

2025 1,143.4 624.6 1,768.0

Nine months ended 9/30/2025

Three months ended March 31, 2026

288.4 340.4 628.8

Total $ 2,567.0 $ 1,299.5 $ 3,866.5

We anticipate property, equipment, software and other capital expenditures, including internal labor capitalization, for the full-year 2025 to be about $275 million of which over 80% is planned for technology initiatives.

We anticipate property, equipment, software and other capital expenditures, including internal labor capitalization, for the full-year 2026 to be about $270 million of which nearly all is planned for technology initiatives.

We expect to fund our anticipated capital expenditures with operating cash flows and other available resources.

The following table summarizes the cash flows for the nine months ended September 30, 2025 and 2024, that are attributable to T.

The following table summarizes the cash flows for the three months ended March 31, 2026 and 2025, that are attributable to T.

Rowe Price Group, Inc., our consolidated investment products, and the related eliminations required in preparing the statement.

Nine months ended

Three months ended

3/31/2026 3/31/2025

(in millions)

Cash flow attributable to T.

(in millions) Cash flow attributable to T.

Rowe Price Group, Inc.

Cash flow attributable to consolidated investment products Elims

Cash flow attributable to T.

Cash flow attributable to consolidated sponsored investment products Elims As reported Cash flow attributable to T.

Rowe Price Group, Inc.

Cash flow attributable to consolidated investment products Elims

Cash flow attributable to consolidated sponsored investment products Elims As reported

Cash flows from operating activities

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Total non-cash adjustments 195.4 — (30.0) 165.4 139.8 — 14.8 154.6

Net redemptions in T.

Rowe Price investment products used to economically hedge deferred compensation liabilities 63.3 — 46.7 110.0 29.8 — — 29.8

Net change in trading securities held by consolidated investment products — (821.4) — (821.4) — (517.9) — (517.9)

Net redemptions in sponsored investment products used to economically hedge supplemental savings plan liability 39.2 — — 39.2 45.9 — — 45.9

Net change in trading securities held by consolidated sponsored investment products — (168.9) — (168.9) — (163.0) — (163.0)

Other changes 233.5 73.9 (2.9) 304.5 95.7 (3.5) (1.9) 90.3

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Net cash provided by (used in) financing activities (633.4) 169.9 (38.5) (502.0) (489.4) 120.2 (42.2) (411.4)

Effect of exchange rate changes on cash and cash equivalents of consolidated investment products — 3.4 — 3.4 — 0.5 — 0.5

Effect of exchange rate changes on cash and cash equivalents of consolidated sponsored investment products — (2.8) — (2.8) — 0.9 — 0.9

Net change in cash and cash equivalents during period 351.6 27.5 — 379.1 186.9 (12.3) — 174.6

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Operating activities attributable to T.

Rowe Price Group, Inc.

provided cash flows of $2,380.0 million during the first nine months of 2025, an increase of $40.6 million from $2,339.4 million provided during the 2024 period.

The increase was primarily driven by a $40.5 million increase in cash flows related to timing differences in the cash settlement of our assets and liabilities.

Additionally, in 2025, net redemptions from certain investment products that economically hedge our deferred compensation liabilities were $33.5 million higher as compared to the 2024 period.

These increases were offset in part by a $18.4 million decrease in net income and a $15.0 million decrease in the add-back for non-cash items as detailed in the table above.

Rowe Price Group during the first quarter of 2026 provided cash flows of $966.3 million, an increase of $194.4 million from $771.9 million provided during the 2025 period.

The increase was primarily driven by a $137.8 million increase in cash flows related to timing differences associated with the cash settlement of our assets and liabilities, a $55.6 million increase in the add-back for non-cash items as detailed in the table above, and a $7.7 million increase in net income.

These increases were partially offset by a $6.7 million decrease in proceeds received from net redemptions of investments that economically hedge our supplemental savings plan liability compared to the 2025 period.

The remaining change in reported cash flows from operating activities was attributable to the net change in trading securities held in our consolidated investment products’ underlying portfolios.

Our interim operating cash flows does not include the cash impact of variable compensation that is accrued throughout the year before being substantially paid out in December.

I nvesting Activities

Net cash used in investing activities attributable to T.

Rowe Price Group, Inc.

totaled $79.3 million in 2025 compared with $143.1 million in 2024.

In 2025, we decreased our property and equipment expenditures by $102.9 million and had higher net proceeds from the sale of sponsored investment products.

We had net proceeds from the sale of investments of $241.9 million in the 2025 period compared to $209.9 million during the 2024 period.

Partially offsetting these changes was an increase in other investing activity of $71.1 million compared to the 2024 period.

We eliminate our capital in our consolidated investment products in preparing our consolidated statements of cash flows.

The remaining change in reported cash flows from investing activities of $20.1 million is related to the net cash removed from our unaudited consolidated balance sheet from consolidating and deconsolidating investment products.

Investing Activities

Net cash provided by investing activities that were attributable to T.

Rowe Price Group totaled $18.7 million in 2026 compared with net cash used in investing activities of $95.6 million in 2025.

During 2026, we had net proceeds from the sale of investments of $30.9 million compared to $2.1 million during the 2025 period.

In 2026, we had net proceeds of $49.8 million in other investing activity compared to net investments of $15.7 million in the 2025 period.

The 2026 period includes proceeds from the sale of certain buildings in our real estate portfolio.

Additionally, our property and equipment expenditures decreased by $20.0 million compared to the 2025 period primarily due to the completion of our corporate headquarters build out in 2025.

We eliminate our capital in those investment products we consolidate in preparing our consolidated statements of cash flows.

The remaining change in reported cash flows from investing activities of $4.2 million is primarily related to the net cash removed from our unaudited consolidated balance sheet from consolidating and deconsolidating investment products.

Financing Activities

Net cash used in financing activities attributable to T.

Rowe Price Group, Inc.

totaled $1,315.7 million in 2025 compared with $1,089.4 million in 2024.

During 2025, we used $481.8 million to repurchase 4.8 million shares compared to $269.1 million to repurchase 2.3 million shares in 2024.

The $7.5 million increase in dividends paid in 2025 was a result of the 2.4% increase in our quarterly dividend per share over prior year.

Rowe Price Group totaled $633.4 million in 2026 compared with $489.4 million in the 2025.

In 2026, we used $333.5 million to repurchase 3.7 million shares compared to $217.5 million to repurchase 2.1 million shares in the 2025.

Cash flows generated from common stock issued under stock compensation plans decreased by $15.1 million during 2026 compared to 2025.

Additionally, the $0.4 million decrease in dividends paid in 2026 was a result of share repurchases over the last year reducing shares outstanding, partially offset by a 2.4% increase in our quarterly dividend per share over prior year.

The remaining change in reported cash flows from financing activities was primarily attributable to a $53.4 million increase in net subscriptions from redeemable non-controlling interest holders of our consolidated investment products during 2026.

CRITICAL ACCOUNTING POLICIES.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES.

The preparation of financial statements often requires the selection of specific accounting methods and policies from among several acceptable alternatives.

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NEWLY ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

See Note 1 - The Company and Basis of Preparation note within Item 1.

See Note 1 - Basis of Preparation and Summary of Significant Accounting Policies within Item 1.

Financial Statements for a discussion of newly issued but not yet adopted accounting guidance.

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From time to time, information or statements provided by or on behalf of T.

Rowe Price Group, Inc., including those within this report, may contain certain forward-looking information, including information or anticipated information relating to:

Rowe Price, including those within this report, may contain certain forward-looking information, including information or anticipated information relating to:

our revenues, net income, and earnings per share of common stock;

changes in the amount and composition of our assets under management;

our expense levels, tax rate, dividends, stock repurchases, investments, new products and services, capital expenditures, changes in our effective fee rate, and potential transactions;

our expense levels;

our effective tax rate;

legal or regulatory developments;

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interest rates and currency fluctuations;

our expectations regarding financial markets and other industry or market conditions.

and our expectations regarding financial markets, future transactions, dividends, stock repurchases, investments, new products and services, capital expenditures, changes in our effective fee rate, and other industry or market conditions.

Readers are cautioned that any forward-looking information provided by or on behalf of T.

Rowe Price Group, Inc.

is not a guarantee of future performance.

Rowe Price is not a guarantee of future performance.

Actual results may differ materially from those in forward-looking information because of various factors including, but not limited to, those discussed below and in Item 1A, Risk Factors, included in our Form 10-K Annual Report for 2025.

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client-related cash inflows and outflows in our products, performance fees, capital allocation-based income, fluctuations in global financial markets that result in appreciation or depreciation of the assets under our management, our introduction of new investment products, and changes in retirement savings trends relative to participant-directed investments and defined contribution plans.

Our ability to attract and retain investors’ assets under our management is dependent on investor sentiment and confidence, including:

changes thereto that may result from U.S.

trade policies, market volatility and economic outlook;

Our ability to attract and retain investors’ assets under our management is dependent on investor sentiment and confidence;

the relative investment performance of the T.

Rowe Price mutual funds and other managed investment products as compared with competing offerings and market indexes;

Rowe Price mutual funds and other managed investment products compared to competing offerings and market indexes;

the ability to maintain our investment management and administrative fees at appropriate levels;

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the timing of the assumption of all third party research payments, unanticipated costs that may be incurred to protect investor accounts and the goodwill of our clients;

and disruptions of services, including those provided by third parties, such as fund and product recordkeeping, facilities, communications, power, and the mutual fund transfer agent and accounting systems, as a result of extreme events, cyberattacks or otherwise.

and disruptions of services, including those provided by third parties, such as fund and products recordkeeping, facilities, communications, power, and the mutual fund transfer agent and accounting systems, as a result of extreme events, cyberattacks or otherwise.

Our business is also subject to substantial governmental regulation, and changes in legal, regulatory, accounting, tax, and compliance requirements may have a substantial effect on our operations and results, including, but not limited to, effects on costs that we incur and effects on investor interest in investment products and investing in general or in particular classes of mutual funds or other investments.

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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-Q

Item 2. Management’s Discussion and Analysis