What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-07-31 compared with 2026-04-30 · 184 added, 89 removed, 451 unchanged (38% of the section changed)

6 unchanged sentences

Investments 4,090.2 3,325.2

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)

Assets of consolidated investment products ($ 1,906.6 million at June 30, 2026 and $ 1,596.1 million at December 31, 2025, related to variable interest entities)

2,477.2 1,951.0

6 unchanged sentences

Accounts payable and accrued expenses $ 402.4 $ 352.7

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)

Debt and liabilities of consolidated investment products ($ 414.6 million at June 30, 2026 and $ 14.2 million at December 31, 2025, related to variable interest entities)

Operating lease liabilities 429.4 447.2

8 unchanged sentences

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

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

issued 213,312,000 shares at June 30, 2026 and 218,565,000 at December 31, 2025

Additional capital in excess of par value — —

9 unchanged sentences

(in millions, except per-share amounts)

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6/30/2026 6/30/2025 6/30/2026 6/30/2025

15 unchanged sentences

Net operating income 540.5 478.3 1,221.0 1,074.6

Non-operating income (loss)

Net gains (losses) on investments ( 6.1 ) 31.9

Net gains (losses) on consolidated investment products ( 41.4 ) 31.9

Other gains (losses), including foreign currency gains (losses) ( 0.8 ) 6.9

Total non-operating income (loss) ( 48.3 ) 70.7

Non-operating income

Net gains on investments 237.4 165.9 231.3 197.8

Net gains on consolidated investment products 132.6 78.6 91.2 110.5

Other losses, including foreign currency losses ( 0.9 ) ( 9.0 ) ( 1.7 ) ( 2.1 )

Total non-operating income 369.1 235.5 320.8 306.2

Income before income taxes 909.6 713.8 1,541.8 1,380.8

1 unchanged sentence

Net income 695.4 556.1 1,179.5 1,061.2

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

net income attributable to redeemable non-controlling interests 63.4 50.9 49.3 65.5

Net income attributable to T.

Rowe Price Group, Inc.

$ 632.0 $ 505.2 $ 1,130.2 $ 995.7

Earnings per share on common stock of T.

5 unchanged sentences

(in millions)

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6/30/2026 6/30/2025 6/30/2026 6/30/2025

16 unchanged sentences

(in millions)

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Six months ended

6/30/2026 6/30/2025

5 unchanged sentences

Stock-based compensation expense 89.8 96.9

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

Net gains recognized on investments ( 196.7 ) ( 173.8 )

Net redemptions in investment products used to economically hedge deferred compensation liabilities 54.8 71.3

8 unchanged sentences

Other investing activity ( 29.4 ) ( 21.0 )

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

Net cash used in investing activities ( 717.4 ) ( 56.8 )

Cash flows from financing activities

2 unchanged sentences

Dividends paid to common stockholders and equity-unit holders ( 571.2 ) ( 575.1 )

Net contributions (distributions) to non-controlling interests in consolidated entities ( 10.9 ) 0.1

Borrowings of debt of consolidated products 217.8 —

Net distributions to non-controlling interests in consolidated entities ( 14.3 ) ( 5.5 )

Net subscriptions from redeemable non-controlling interest holders 138.0 205.1

4 unchanged sentences

3,417.3 2,712.9

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

Cash and cash equivalents at end of period, including $ 75.3 million at June 30, 2026, and $ 71.6 million at June 30, 2025, held by consolidated investment products

$ 3,309.6 $ 3,130.5

7 unchanged sentences

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

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

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

Net income — — — 632.0 — 632.0 6.8 638.8 63.4

Other comprehensive loss, net of tax — — — — ( 6.6 ) ( 6.6 ) — ( 6.6 ) ( 0.9 )

3 unchanged sentences

Shares issued upon option exercises 9 — 0.6 — — 0.6 — 0.6 —

Restricted shares issued, net of shares withheld for taxes 5 — ( 0.3 ) — — ( 0.3 ) — ( 0.3 ) —

Net shares issued upon vesting of restricted stock units 9 — ( 0.5 ) — — ( 0.5 ) — ( 0.5 ) —

Forfeiture of restricted awards ( 18 ) — — — — — — — —

Stock-based compensation expense — — 40.7 — — 40.7 — 40.7 —

6 unchanged sentences

Rowe Price investment products — — — — — — — — ( 4.8 )

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

Balances at June 30, 2026 213,312 $ 42.7 $ — $ 11,018.0 $ ( 58.2 ) $ 11,002.5 $ 161.0 $ 11,163.5 $ 1,009.3

Three months ended 6/30/2025

2 unchanged sentences

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

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

Net income (loss) — — — 505.2 — 505.2 ( 1.5 ) 503.7 50.9

Other comprehensive income, net of tax — — — — 7.3 7.3 — 7.3 7.9

Dividends declared ($ 1.27 per share)

— — — ( 286.1 ) — ( 286.1 ) — ( 286.1 ) —

Common stock-based compensation plans activity:

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

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 10 — ( 0.4 ) — — ( 0.4 ) — ( 0.4 ) —

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

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

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 5.6 ) ( 5.6 ) —

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 169.1

Net deconsolidations of T.

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

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

The accompanying notes are an integral part of these statements.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(shares in thousands;

dollars in millions)

Six months ended 6/30/2026

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

Net income — — — 1,130.2 — 1,130.2 18.2 1,148.4 49.3

Other comprehensive loss, net of tax — — — — ( 7.7 ) ( 7.7 ) — ( 7.7 ) ( 1.6 )

Dividends declared ($ 2.60 per share)

— — — ( 572.3 ) — ( 572.3 ) — ( 572.3 ) —

Common stock-based compensation plans activity:

Shares issued upon option exercises 13 — 0.9 — — 0.9 — 0.9 —

Restricted shares issued, net of shares withheld for taxes 5 — ( 0.3 ) — — ( 0.3 ) — ( 0.3 ) —

Net shares issued upon vesting of restricted stock units 14 — ( 0.7 ) — — ( 0.7 ) — ( 0.7 ) —

Forfeiture of restricted awards ( 18 ) — — — — — — —

Stock-based compensation expense — — 89.8 — — 89.8 — 89.8 —

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

Common shares repurchased ( 5,267 ) ( 1.1 ) ( 90.0 ) ( 406.4 ) — ( 497.5 ) — ( 497.5 ) —

Net distributions to non-controlling interests in consolidated entities — — — — — — ( 14.3 ) ( 14.3 ) —

Net subscriptions into T.

Rowe Price investment products — — — — — — — — 128.5

Net deconsolidations of T.

Rowe Price investment products — — — — — — — — ( 202.9 )

Balances at June 30, 2026 213,312 $ 42.7 $ — $ 11,018.0 $ ( 58.2 ) $ 11,002.5 $ 161.0 $ 11,163.5 $ 1,009.3

Six months ended 6/30/2025

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

Net income (loss) — — — 995.7 — 995.7 ( 1.9 ) 993.8 65.5

Other comprehensive income (loss), net of tax — — — — ( 0.2 ) ( 0.2 ) — ( 0.2 ) 3.1

Other comprehensive income, net of tax — — — — 7.1 7.1 — 7.1 11.0

Dividends declared ($ 2.54 per share)

2 unchanged sentences

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

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

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

2 unchanged sentences

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

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

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

Net subscriptions into T.

2 unchanged sentences

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

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

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

(1) Accumulated other comprehensive income

16 unchanged sentences

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 unaudited consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States and include the accounts of the Company and its controlled subsidiaries.

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.

3 unchanged sentences

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.

The amounts reclassified for the three- and six- months ended June 30, 2025 were $ 15.5 million and $ 29.1 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.

CONSOLIDATION.

Our consolidated financial statements include the accounts of all wholly-owned subsidiaries, majority-owned entities that are entitled to a disproportionate allocation of income, or carried interest, and investment products in which we have a controlling interest.

During the three months ended June 30, 2026, we closed a collateralized loan obligation (CLO) offering.

Prior to closing, the CLO issuer acquired debt investments that became collateral for the CLO at closing.

These debt investments were financed primarily using a warehouse credit facility and were repaid using proceeds from notes the CLO issued to third-party investors at close.

We retain a controlling economic interest in the CLO issuer through our ownership of subordinated notes and provide investment management services.

We evaluated the CLO under the consolidation guidance of ASC 810, Consolidation, and determined that the CLO is a variable interest entity for which we are the primary beneficiary.

Accordingly, the CLO is being consolidated in our financial statements and reported with our other consolidated investment products.

We recognize and report the CLO’s financial information in our consolidated financial statements on a three-month reporting lag as the information is not available in a timely manner.

As such, our financial statements and related footnotes as of June 30, 2026, reflect the assets, liabilities and related activities of the CLO issuer as of March 31, 2026.

We have determined that the consolidated CLO meets the definition of an investment company under ASC 946, Financial Services—Investment Companies.

We have also elected the fair value option pursuant to ASC 825, Financial Instruments, for measuring the warehouse facility and the notes issued by the CLO to eliminate inconsistencies that would otherwise arise from using different accounting bases.

To determine fair value, we elected the collateralized financing entity measurement alternative, under which both the assets and liabilities of the CLO would be measured based on the fair value of the CLO’s assets, since they have the more observable fair value.

Gains and losses related to changes in the fair value of the assets and liabilities of the consolidated CLOs are recognized in net gains (losses) on consolidated investment products in the consolidated statements of Income and are largely offset within that line item.

Additionally, net income (loss) attributable to T.

Rowe Price Group, Inc.

reflects only changes in the fair value of its retained economic interests in the consolidated CLOs due to the elimination of income (loss) attributable to noncontrolling interests.

NEWLY ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

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

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.

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

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(in millions) 6/30/2026 6/30/2025 6/30/2026 6/30/2025

15 unchanged sentences

Average AUM $ 1,837.7 $ 1,588.8 $ 1,806.9 $ 1,604.5

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

Total net revenues earned from sponsored investment products totaled $ 1,619.6 million and $ 1,435.2 million for the three months ended June 30, 2026 and 2025, respectively.

Total net revenues earned during the six months ended June 30, 2026 and 2025 aggregate to $ 3,194.1 million and $ 2,906.5 million, respectively.

Accounts receivable from these products aggregate to $ 702.3 million at June 30, 2026 and $ 664.2 million at December 31, 2025.

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

investors domiciled outside the United States account for 9.1 % at June 30, 2026, 8.6 % at March 31, 2026, and 8.8 % at December 31, 2025 of our assets under management.

NOTE 3 – INVESTMENTS.

7 unchanged sentences

Investment partnerships and other investments 98.2 157.9

Investments in affiliated collateralized loan obligations 1.8 3.2

Equity method investments

Rowe Price investment products - redeemable seed capital investments 18.1 8.3

Rowe Price investment products

Discretionary investments 173.9 —

Redeemable seed capital investments 9.3 8.3

Investment in UTI Asset Management Company Limited (India) 155.6 162.8

7 unchanged sentences

Total $ 4,090.2 $ 3,325.2

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

During the six months ended June 30, 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.

2 unchanged sentences

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.

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(in millions) 6/30/2026 6/30/2025 6/30/2026 6/30/2025

9 unchanged sentences

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.

During the three- and six- months ended June 30, 2026, we recognized $ 168.0 million and $ 115.1 million, respectively, of net unrealized gains on investments held at fair value that were still held at June 30, 2026.

For the same periods of 2025, we recognized $ 112.4 million and $ 85.1 million, respectively, of net unrealized gains on investments held at fair value that were still held at June 30, 2025.

VARIABLE INTEREST ENTITIES.

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 fair value and equity method investments at June 30, 2026 and December 31, 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:

4 unchanged sentences

Maximum risk of loss $ 1,472.9 $ 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.

We have unfunded capital commitments, totaling $ 177.4 million at June 30, 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 March 31, 2026 and December 31, 2025 are as follows:

The total assets, liabilities and non-controlling interests of these carried interest entities as of June 30, 2026 and December 31, 2025 are as follows:

(in millions) 6/30/2026 12/31/2025

4 unchanged sentences

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 outstanding is related to repurchase agreements of € 18.6 million at June 30, 2026, compared to € 18.6 million at December 31, 2025 (equivalent to $ 21.2 million at June 30, 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 3.2 % to 11.1 % as of June 30, 2026.

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

6 unchanged sentences

The inputs into the determination of fair value require significant management judgment or estimation.

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.

Investments in

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

There were no level 3 investments at June 30, 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.

10 unchanged sentences

The fair value hierarchy level table above does not include the investment partnerships and other investments for which fair value is estimated using their NAV per share as a practical expedient or the measurement alternative.

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.

The carrying value of these investments as disclosed in Note 3 were $ 95.5 million at June 30, 2026 and $ 154.4 million at December 31, 2025.

NOTE 5 – CONSOLIDATED INVESTMENT PRODUCTS.

The investment products that we consolidate in our consolidated financial statements are generally those products we provided initial seed capital at the time of their formation and have a controlling interest.

The investment products that we consolidate in our financial statements are generally those products we provided initial seed capital at the time of their formation and have a controlling interest.

mutual funds and certain other products are considered voting interest entities, while those regulated outside the U.S.

are considered variable interest entities.

and CLOs are considered variable interest entities.

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

7 unchanged sentences

Total assets 570.6 1,906.6 2,477.2 354.9 1,596.1 1,951.0

Liabilities 15.5 98.0 113.5 7.1 14.2 21.3

Debt and other liabilities (3)

37.9 414.6 452.5 7.1 14.2 21.3

Net assets $ 532.7 $ 1,492.0 $ 2,024.7 $ 347.8 $ 1,581.9 $ 1,929.7

3 unchanged sentences

$ 532.7 $ 1,492.0 $ 2,024.7 $ 347.8 $ 1,581.9 $ 1,929.7

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

(1) Cash and cash equivalents includes $ 24.7 million at June 30, 2026 and $ 2.5 million at December 31, 2025 of investments in

Rowe Price money market mutual funds.

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

(2) Investments include $ 66.0 million at June 30, 2026 and $ 61.7 million at December 31, 2025 of other T.

Rowe Price investment products.

(3) Debt and other liabilities at June 30, 2026 include $ 220.1 million related to a warehousing facility used by the CLO issuer to finance the accumulation of investment assets along with unsettled trades prior to securitization.

The facility has a floating interest rate based on the daily simple Secured Overnight Financing Rate (SOFR) plus 1.65 %.

In the event of a default, the floating interest rate is based on the daily simple SOFR plus 2.00 %.

As disclosed in Note 1, these balances reflect the CLO issuer's liabilities as of March 31, 2026, because we report the CLO's financial information on a one-quarter lag.

In the second quarter of 2026, the CLO completed its securitization, issued notes to third-party investors, and used the proceeds to repay the warehousing facility.

These activities will be reflected in our September 30, 2026 financial statements.

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

1 unchanged sentence

Since third-party investors in these investment products have no recourse to our credit, our overall risk related to the net assets of consolidated investment products is limited to valuation changes associated with our net interest.

However, we are required to recognize the valuation changes associated with all underlying investments held by these products in our consolidated statements of income and disclose the portion attributable to unrelated third-party investors as net income attributable to redeemable non-controlling interests.

The operating results of the consolidated investment products for the three months ended March 31, 2026 and 2025 are reflected in our unaudited consolidated statements of income as follows:

The operating results of the consolidated investment products for the three- and six- months ended June 30, 2026 and 2025 are reflected in our unaudited consolidated statements of income as follows:

Three months ended

8 unchanged sentences

$ 30.2 $ 99.6 $ 129.8 $ 2.3 $ 73.9 $ 76.2

Six months ended

6/30/2026 6/30/2025

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

Operating expenses reflected in net operating income $ ( 0.5 ) $ ( 5.0 ) $ ( 5.5 ) $ ( 0.3 ) $ ( 4.6 ) $ ( 4.9 )

Net investment income (loss) reflected in non-operating income (loss) 27.5 63.7 91.2 17.5 93.0 110.5

Impact on income before taxes $ 27.0 $ 58.7 $ 85.7 $ 17.2 $ 88.4 $ 105.6

Net income (loss) attributable to T.

Rowe Price Group $ 20.6 $ 15.8 $ 36.4 $ 12.4 $ 27.7 $ 40.1

Net income (loss) attributable to redeemable non-controlling interests 6.4 42.9 49.3 4.8 60.7 65.5

$ 27.0 $ 58.7 $ 85.7 $ 17.2 $ 88.4 $ 105.6

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

In preparing our unaudited consolidated financial statements, we eliminated operating expenses of $ 1.1 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.

In preparing our unaudited consolidated financial statements, we eliminated operating expenses of $ 1.6 million and $ 1.4 million for the three months ended June 30, 2026 and 2025, respectively, against the investment advisory and administrative fees earned from these products.

Operating expenses eliminated for the six months ended June 30, 2026 and 2025 were $ 2.7 million and $ 2.8 million, respectively.

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

The 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

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6/30/2026 6/30/2025

7 unchanged sentences

Cash and cash equivalents at end of period $ 26.7 $ 48.6 $ 75.3 $ 1.2 $ 70.4 $ 71.6

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.

For the six months ended June 30, 2026, the net cash provided by (used in) financing activities includes $ 115.8 million of net subscriptions we made into the consolidated investment products, net of dividends received.

For the six months ended June 30, 2025, the net cash provided by (used in) financing activities included $ 111.6 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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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.

There were no Level 3 investments at June 30, 2026 and December 31, 2025.

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

7 unchanged sentences

$ 408.4 $ 1,969.5 $ 478.4 $ 1,409.9

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.

Debt and other liabilities $ ( 0.6 ) $ ( 233.2 ) $ ( 0.3 ) $ ( 5.1 )

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS.

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Total $ 2,888.2 $ 2,917.0

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.

Amortization and impairment expense for the definite-lived investment advisory agreements intangible assets was $ 15.1 million and $ 28.8 million for the three- and six- months ended June 30, 2026, respectively.

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

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

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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.

No triggering events arose for goodwill during the six months ended June 30, 2026 and 2025.

We recorded an immaterial impairment related to a definite-lived investment advisory agreement intangible asset during the six-months ended June 30, 2025.

NOTE 7 – LONG-TERM INCENTIVE COMPENSATION.

RESTRICTED STOCK UNITS.

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

The following table summarizes the status of, and changes in, our nonvested restricted stock units during the six months ended June 30, 2026.

units Weighted-

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Forfeited ( 222,827 ) $ 116.34

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

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

Nonvested at June 30, 2026 6,378,443 $ 113.48

Nonvested restricted stock units at June 30, 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 requisite service period of the stock-based awards outstanding at March 31, 2026.

The following table presents the compensation expense to be recognized over the requisite service period of the stock-based awards outstanding at June 30, 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 $ 47.5

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RESTRICTED FUND UNITS.

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

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Forfeitures ( 3.0 ) —

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.

Balance at June 30 $ 97.2 $ 39.9

The following table presents the compensation expense to be recognized over the requisite service period of the restricted fund units outstanding at June 30, 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.

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(in millions)

Second quarter 2026 $ 17.5

Third quarter 2026 $ 18.6

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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

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

Three months ended Six months ended

(in millions) 6/30/2026 6/30/2025 6/30/2026 6/30/2025

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

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

The changes in each component of accumulated other comprehensive income (loss), including reclassification adjustments, for the three months ended June 30, 2026 and 2025 are presented in the table below.

Three months ended 6/30/2026

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Balances at end of period $ ( 64.6 ) $ 6.4 $ ( 58.2 ) $ ( 52.5 ) $ 7.9 $ ( 44.6 )

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.

The other comprehensive income (loss) in the table above excludes net losses of $ 0.9 million and net gains of $ 7.9 million for the three months ended June 30, 2026 and 2025, respectively, related to redeemable non-controlling interests held in our consolidated investment products.

The changes in each component of accumulated other comprehensive income (loss), including reclassification adjustments, for the six months ended June 30, 2026 and 2025 are presented in the table below.

Six months ended 6/30/2026

Six months ended 6/30/2025

(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 $ ( 57.4 ) $ 6.9 $ ( 50.5 ) $ ( 49.5 ) $ ( 2.2 ) $ ( 51.7 )

Other comprehensive income (loss) before reclassifications ( 8.4 ) ( 0.6 ) ( 9.0 ) ( 3.5 ) 16.5 13.0

Reclassification adjustments recognized in non-operating income — ( 0.2 ) ( 0.2 ) — ( 3.1 ) ( 3.1 )

Other comprehensive income (loss) before income taxes ( 8.4 ) ( 0.8 ) ( 9.2 ) ( 3.5 ) 13.4 9.9

Net deferred tax benefits (income taxes) 1.2 0.3 1.5 0.5 ( 3.3 ) ( 2.8 )

Other comprehensive income (loss) ( 7.2 ) ( 0.5 ) ( 7.7 ) ( 3.0 ) 10.1 7.1

Balances at end of period $ ( 64.6 ) $ 6.4 $ ( 58.2 ) $ ( 52.5 ) $ 7.9 $ ( 44.6 )

The other comprehensive income (loss) in the table above excludes net losses of $ 1.6 million and net gains of $ 11.0 million for the six months ended June 30, 2026 and 2025, respectively, related to redeemable non-controlling interests held in our consolidated investment products.

NOTE 10 – SEGMENT REPORTING.

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Based on these metrics, the CODM decides either to reinvest profits into the business based on our strategic priorities and/or return cash to stockholders through dividends and share repurchases.

We determined there are no significant segment expenses that require a separate disclosure, as the major categories of expenses regularly reviewed by the CODM to manage operations are disclosed in the consolidated statements of income.

We determined there were no significant segment expenses that required a separate disclosure, as the major categories of expenses regularly reviewed by the CODM to manage operations are disclosed in the consolidated statements of income.

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

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Rowe Price Group has committed $ 278 million for investment in future OHA product launches through 2030.

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

CONTINGENCIES.

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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.

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

In April 2026, it was determined and agreed that no contingent consideration would be earned and paid at the end of 2026.

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

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NOTE 12 – RESTRUCTURING CHARGE.

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.

As separately disclosed in the unaudited consolidated statements of income, we recognized a restructuring charge of $ 6.7 million and $ 16.7 million, primarily severance, for the three- and six-month periods ended June 30, 2026, respectively, 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 June 30, 2026, we had $ 10.8 million in accrued compensation and related costs related to this program.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Rowe Price Group, Inc.

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).

and subsidiaries (the Company) as of June 30, 2026, the related consolidated statements of income, comprehensive income, and stockholders’ equity for the three-month and six-month periods ended June 30, 2026 and 2025, the related consolidated statements of cash flows for the six-month periods ended June 30, 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.

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Accordingly, we do not express such an opinion.

/ s / KPMG LLP

Baltimore, Maryland

April 30, 2026

Philadelphia, Pennsylvania

July 31, 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