What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-31 compared with 2026-04-30 · 242 added, 153 removed, 507 unchanged (44% of the section changed)

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In this regard, we have ample liquidity and resources that allow us to take advantage of attractive growth opportunities.

Furthermore, we have developed a broad and ongoing plan to align our expense growth with anticipated revenue growth.

As a result, we have initiated certain actions to reduce expense growth, realign resources, and invest in existing and future capabilities, while also helping to offset ongoing inflationary pressures on compensation and contractual spending.

Furthermore, we developed a broad and ongoing plan to align our expense growth with anticipated revenue growth.

As a result, we have taken actions to reduce expense growth, realign resources, and invest in existing and future capabilities, while also helping to offset ongoing inflationary pressures on compensation and contractual spending.

These investments include hiring investment and distribution professionals, adopting new technologies, and offering new products to provide our clients with strong investment management expertise and services.

MARKET TRENDS.

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.

Global equity markets generated strong gains during the second quarter of 2026, recovering sharply from first-quarter volatility as geopolitical tensions eased, corporate earnings remained resilient, and investor enthusiasm surrounding AI and semiconductor-related companies continued to support risk assets.

The quarter began with a broad rally after a series of Middle East ceasefire agreements reduced concerns about global energy and shipping disruptions, and oil prices declined from earlier highs as diplomatic progress continued through June.

equities advanced broadly, although market leadership varied by capitalization, investment style, and sector.

Small-cap shares outperformed mid- and large-cap shares, and growth stocks outperformed value stocks across market capitalizations.

Within the S&P 500 Index, information technology led sector gains, while industrials and business services, consumer discretionary, financials, health care, real estate, and communication services advanced but generally lagged the broader index.

Energy declined sharply, and utilities recorded a slight loss.

International equity markets produced strong gains during the second quarter of 2026 despite periods of volatility related to geopolitical developments, trade negotiations, and evolving monetary policy expectations.

Developed markets benefited from improving Middle East conditions, declining energy prices, stronger investor risk appetite, and continued enthusiasm surrounding AI and semiconductor-related companies.

Emerging market equities also generated robust returns, supported by renewed capital flows into higher-risk markets and lower oil prices, which particularly benefited many energy-importing economies.

Performance varied across regions, with Taiwan benefiting from continued semiconductor demand, Chinese equities supported by stronger-than-expected economic growth, targeted policy measures, and investor sentiment improving following the summit in Beijing despite the absence of a comprehensive trade agreement.

Returns of several major equity market indexes were as follows:

Three months ended

Three months ended Six months ended

Index 6/30/2026 6/30/2026

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(1) Returns exclude dividends

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.

Global fixed income markets generated positive returns during the second quarter of 2026, although performance was volatile as investors weighed improving geopolitical conditions against persistent inflation pressures and a shifting monetary policy outlook.

Easing tensions in the Middle East, lower oil prices, and several cooler-than-expected inflation readings supported bond prices early in the quarter, while subsequent moves in oil prices, stronger economic data, and evolving Federal Reserve communication periodically reshaped expectations for monetary policy.

The Federal Reserve maintained the federal funds target range at 3.50% to 3.75% at both its April and June meetings.

Policy messaging evolved during the quarter including eliminating forward guidance language and announcing a review of the Federal Reserve’s policy framework and communications practices.

investment-grade bond universe, sector performance was positive in absolute terms.

Corporate bonds performed best, followed by asset-backed securities, with non-agency commercial mortgage-backed securities, mortgage-backed securities, and U.S.

Treasuries also recording gains.

dollar ultimately strengthened after a weak April as persistent inflation, more hawkish Federal Reserve communications, and residual geopolitical uncertainty supported renewed demand for the dollar.

International and emerging market bonds also produced positive second-quarter returns.

Developed market sovereign yields moved unevenly as initial optimism surrounding the Middle East ceasefire later gave way to renewed inflation and monetary policy concerns before stabilizing as energy prices declined.

Emerging market bonds advanced across both hard currency and local currency sectors, supported by improving geopolitical conditions, tighter sovereign credit spreads, and resilient demand for risk assets, though local currency gains moderated late in the quarter as the U.S.

dollar strengthened.

Returns of several major bond market indexes were as follows:

Three months ended

Three months ended Six months ended

Index 6/30/2026 6/30/2026

Bloomberg Barclays U.S.

Bloomberg U.S.

Aggregate Bond Index 0.7% 0.6%

Morgan Global High Yield Index 2.8% 2.5%

Bloomberg Barclays Municipal Bond Index (0.2)%

Bloomberg Barclays Global Aggregate Ex-U.S.

Bloomberg Municipal Bond Index 2.5% 2.3%

Bloomberg Global Aggregate Ex-U.S.

Dollar Bond Index 1.0% (0.9)%

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Bank of America US High Yield Index 2.5% 1.9%

Credit Suisse Leveraged Loan Index (0.5)%

S&P UBS Leveraged Loan Index 1.9% 1.4%

ASSETS UNDER MANAGEMENT.

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:

Assets under management ended the second quarter of 2026 at $1,893.4 billion, an increase of $183.7 billion from March 31, 2026.

The increase was driven by market appreciation, net of distributions not reinvested, of $190.2 billion, offset by net cash outflows of $6.5 billion.

For the six months ended June 30, 2026, the increase in assets under management was primarily driven by market appreciation, net of distributions not reinvested, of $138.0 billion, offset by net cash outflows of $20.2 billion.

The following table details changes in our assets under management, by asset class, during the three- and six-month periods ended June 30, 2026:

Three months ended 6/30/2026

Six months ended 6/30/2026

(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 $ 810.5 $ 214.6 $ 625.0 $ 59.6 $ 1,709.7 $ 878.5 $ 211.6 $ 627.0 $ 58.5 $ 1,775.6

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Change during the period 108.9 7.7 65.0 2.1 183.7 40.9 10.7 63.0 3.2 117.8

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

Assets under management at June 30, 2026 $ 919.4 $ 222.3 $ 690.0 $ 61.7 $ 1,893.4 $ 919.4 $ 222.3 $ 690.0 $ 61.7 $ 1,893.4

(1) Includes fee earning assets in which T.

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

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.

Unfunded capital commitments were $21.0 billion at June 30, 2026, $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 three- and six-month periods ended June 30, 2026 of $0.6 billion and $1.2 billion, respectively.

Investors domiciled outside the United States account for 9.1% of our assets under management at June 30, 2026, 8.6% 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 $622.0 billion at June 30, 2026, $561.3 billion at March 31, 2026, and $561.4 billion at December 31, 2025.

Net flows into these portfolios were $1.7 billion and $6.6 billion in the three- and six-month periods ended June 30, 2026, respectively.

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.

The assets in these solutions, predominantly in the United States, were $31.1 billion at June 30, 2026 and $27.8 billion at March 31, 2026.

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.

As of June 30, 2026, our assets under administration were $349 billion, of which $192 billion were assets we managed.

INVESTMENT PERFORMANCE.

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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 March 31, 2026.

The following tables present investment performance for the one-, three-, five-, and 10-years ended June 30, 2026.

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

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All composites 40% 33% 26% 40%

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

As of June 30, 2026, 64 of 142 (45.1%) 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, 57.0% (6) of AUM in the firm's rated U.S.

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

mutual funds (across primary share classes) ended June 30, 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 first quarter of 2026 and 2025 on a U.S.

The following table and discussion sets forth information regarding our consolidated financial results for the three- and six-month periods ended June 30, 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, including the restructuring charges.

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 non-recurring charges and gains, including the restructuring charges.

Three months ended Q2 2026 vs.

Q2 2025 Six months ended YTD 2026 vs.

(in millions, except per-share data) 6/30/2026 6/30/2025 $ Change % Change (1)

6/30/2026 6/30/2025 $ Change % Change (1)

Investment advisory fees $ 1,744.8 $ 1,567.6 $ 177.2 11.3 % $ 3,427.8 $ 3,166.0 $ 261.8 8.3 %

Capital allocation-based income (2)

$ 28.1 $ (1.2) $ 29.3 n/m

$ 11.9 $ (0.4) $ 12.3 n/m $ 40.0 $ (1.6) $ 41.6 n/m

Net revenues $ 1,907.4 $ 1,723.3 $ 184.1 10.7 % $ 3,764.4 $ 3,487.2 $ 277.2 7.9 %

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Net operating income $ 540.5 $ 478.3 $ 62.2 13.0 % $ 1,221.0 $ 1,074.6 $ 146.4 13.6 %

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

Non-operating income (loss) $ 369.1 $ 235.5 $ 133.6 n/m $ 320.8 $ 306.2 $ 14.6 n/m

Net income to T.

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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 March 31, 2026

Results Overview - Quarter ended June 30, 2026

Net revenues consist of investment advisory revenues;

performance-based advisory fees;

administrative, distribution, servicing, and other fees;

and capital allocation-based income.

capital allocation-based income;

and administrative, distribution, servicing, and other fees.

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.

Total net revenues were $1,907.4 million in the second quarter of 2026, a 10.7% increase over $1,723.3 million in the second quarter of 2025.

The increase was primarily driven by an 11.3% increase in investment advisory fee revenue as higher overall markets increased average assets under management by 15.7%.

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.

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Operating expenses on a U.S.

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

GAAP basis were $1,366.9 million in the second quarter of 2026, a 9.8% increase over the comparable 2025 period.

On a non-GAAP basis, adjusted operating expenses were $1,203.2 million, a 4.9% 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.

Compared to the second quarter of 2025, about 50% of the increase in U.S.

GAAP operating expenses during the second quarter of 2025 was due to higher compensation expense related to deferred compensation liabilities, as stronger markets increased the investment values the liabilities are indexed against.

Additionally, higher compensation and related benefits, distribution and servicing costs, technology, occupancy and facilities costs, and general, administrative, and other costs also contributed to the increase in U.S.

GAAP operating expenses and were the main drivers of the increase in adjusted operating expenses compared to the 2025 period.

The market-related impacts on the deferred compensation liabilities are not included in our adjusted operating expenses as these liabilities are economically hedged which is reflected in non-operating income (loss).

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.

Operating margin in the second quarter of 2026 was 28.3% on a U.S.

GAAP basis, compared to 27.8% earned in the second quarter of 2025.

The increase in our operating margin for the second 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 $2.88 for the second quarter of 2026 compared to $2.24 for the second quarter of 2025.

The increase was primarily driven by higher net investment gains and higher operating income compared to the 2025 period.

On a non-GAAP basis, adjusted diluted earnings per share was $2.57 for the second quarter of 2026 compared to $2.24 for the second quarter of 2025.

The increase was primarily due to higher adjusted operating income compared to the 2025 period.

Results Overview - Year-to-Date ended June 30, 2026

Net revenues consist of investment advisory revenues;

performance-based advisory fees;

capital allocation-based income;

and administrative, distribution, servicing, and other fees.

More than 90% of our net revenues for the six months ended June 30, 2026 were related to investment advisory fees.

Total net revenues were $3,764.4 million in the six months ended June 30, 2026, a 7.9% increase over $3,487.2 million in the 2025 period.

The increase was primarily driven by an 8.3% increase in investment advisory fee revenue as average assets under management increased by 12.6%.

Operating expenses were $2,543.4 million in the six months ended June 30, 2026 compared with $2,412.6 million in the 2025 period.

On a non-GAAP basis, adjusted operating expenses for the six months ended June 30, 2026 increased 3.3% to $2,358.4 million compared to the 2025 period.

Compared to the six months ended June 30, 2025, the primarily drivers of the increase in U.S.

GAAP and non-GAAP operating expenses during the six months ended June 30, 2026 were higher technology and facility costs, compensation and related benefits costs, and distribution and servicing costs partially offset by lower advertising and promotion costs.

The increase in U.S.

GAAP operating expenses was also impacted by higher compensation expense related to the deferred compensation liabilities driven by stronger markets and the restructuring charge recognized in the second quarter of 2026.

These costs are not included in our adjusted 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 six months ended June 30, 2026 was 32.4% on a U.S.

GAAP basis, compared to 30.8% earned in the 2025 period.

The increase in our U.S.

GAAP operating margin for the six months ended June 30, 2026 compared to the 2025 period was primarily driven by net revenue growth outpacing operating expense growth.

Diluted earnings per share was $5.10 for the six months ended June 30, 2026 compared to $4.38 for the six months ended June 30, 2025.

The increase was driven by higher operating income, lower weighted average shares outstanding, and higher net investment gains compared to the 2025 period.

On a non-GAAP basis, adjusted diluted earnings per share was $5.09 for the six months ended June 30, 2026 as compared to $4.47 for the 2025 period.

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

Three months ended Q2 2026 vs.

Q2 2025 Six months ended YTD 2026 vs.

(in millions) 6/30/2026 6/30/2025 $ Change % Change (1)

6/30/2026 6/30/2025 $ Change % Change (1)

Investment advisory fees

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Capital allocation-based income

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

Change in accrued carried interest 15.2 36.5 (21.3) (58.4) % 46.5 45.7 0.8 1.8 %

Acquisition-related amortization and impairments (3.3) (36.9) 33.6 n/m (6.5) (47.3) 40.8 n/m

11.9 (0.4) 12.3 n/m 40.0 (1.6) 41.6 n/m

Administrative, distribution, servicing, and other fees

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

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.

Investment advisory fees in the second quarter of 2026 increased 11.3% over the comparable 2025 quarter as average assets under management increased $248.9 billion or 15.7%, to $1,837.7 billion.

For the six months ended June 30, 2026, investment advisory revenues increased 8.3% over the comparable 2025 period as average assets under management increased $202.4 billion, or 12.6%, to $1,806.9 billion.

The average annualized effective fee rate earned for the three- and six-month periods ended June 30, 2026 declined from the comparable 2025 periods due to client flows and transfers creating a mix shift in assets under management toward lower fee products and asset classes partially offset by market appreciation.

Performance-based advisory fees in the second quarter of 2026 and 2025 were primarily earned from alternative

For the six months ended June 30, 2026, fees were primarily earned from alternative strategies, while for the comparable period of 2025, they were earned on both alternative and equity strategies.

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

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.

In the second quarter of 2026, accrued carried interest increased net revenues by $15.2 million, compared to $36.5 million in the 2025 period, reflecting weaker relative investment performance in credit strategies.

Capital allocation-based income for the second quarter of 2026 also includes carried interest earned on our late stage venture fund.

For the six months ended June 30, 2026, accrued carried interest increased net revenues by $46.5 million compared to $45.7 million for the 2025 period.

The decrease in acquisition-related amortization and impairments from the comparable 2025 periods was due to impairments recognized in the 2025 periods that did not recur.

We realized carried interest of $8.2 million and $49.2 million in the three- and six-month periods ended June 30, 2026, respectively, compared to $10.9 million and $54.0 million in the 2025 periods, respectively.

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.

Administrative, distribution, servicing, and other fees in the second quarter of 2026 were $144.2 million, a decrease of $5.5 million, or 3.7%, from the comparable 2025 quarter.

For the six months ended June 30, 2026, these fees were $282.6 million, a decrease of $23.4 million, or 7.6%, from the 2025 period.

The decreases primarily reflect the reporting change implemented in the third quarter of 2025, in which revenue earned from managed account - model delivery assets and certain other advisory services began being reported within investment advisory fees, along with lower recordkeeping fees.

For the quarterly comparison, these decreases were partially offset by the timing of cost reimbursements from our U.S.

mutual funds.

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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.

For the second quarter, we eliminated net revenue of $1.6 million in 2026 and $1.4 million in 2025.

For the six months ended June 30, we eliminated net revenue of $2.7 million in 2026 and $2.8 million in 2025.

Operating expenses

Three months ended Q2 2026 vs.

Q2 2025 Six months ended YTD 2026 vs.

(in millions) 6/30/2026 6/30/2025 $ Change % Change (1)

6/30/2026 6/30/2025 $ Change % Change (1)

Compensation, benefits, and related costs $ 675.9 $ 648.8 $ 27.1 4.2 % $ 1,331.0 $ 1,306.7 $ 24.3 1.9 %

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Capital allocation-based income compensation (2)

11.4 (0.4) 11.8 n/m

6.8 (1.5) 8.3 n/m 18.2 (1.9) 20.1 n/m

Market-related change in deferred compensation liabilities 126.5 66.3 60.2 n/m 105.5 59.1 46.4 78.5 %

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Acquisition-related amortization and impairment costs 16.5 31.2 (14.7) (47.1) % 34.5 59.9 (25.4) (42.4) %

Restructuring charge 10.0 — 10.0 n/m

Restructuring charge 6.7 — 6.7 n/m 16.7 — 16.7 n/m

Total operating expenses $ 1,366.9 $ 1,245.0 $ 121.9 9.8 % $ 2,543.4 $ 2,412.6 $ 130.8 5.4 %

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

(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.

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

(3) In Q1 2026, we implemented a reporting change the moved 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.

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

(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 $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.

Compensation, benefits, and related costs were $675.9 million for the second quarter of 2026, an increase of $27.1 million, or 4.2%, compared to the 2025 quarter.

For the six months ended June 30, 2026, these costs were $1,331.0 million, an increase of $24.3 million, or 1.9%, compared to the 2025 period.

The increases in both periods were primarily due to a higher interim bonus accrual partially offset by lower salaries and related benefits.

The average associate headcount for the second quarter of 2026 was 7,535, a decrease of 6.6% compared to the 2025 period.

For the six months ended June 30, 2026, average associate headcount was 7,582, a decrease of 6.3% compared to the 2025 period.The firm employed 7,544 associates at June 30, 2026, a decrease of 2.9% from the end of 2025.

Distribution and servicing costs were $106.1 million for the second quarter of 2026, an increase of $13.6 million, or 14.7%, from $92.5 million recognized in the 2025 quarter.

For the six months ended June 30, 2026, these costs were $205.4 million, an increase of 10.4%, from $186.1 million recognized in the comparable 2025 period.

The increases in both periods were 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 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, ETFs, and certain international products, such as our Japanese ITMs and SICAVs.

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, 12(b)-(1) fees recognized in administrative, distribution, servicing, and other fees.

Advertising and promotion costs were $20.3 million in the second quarter of 2026, a decrease of $9.6 million, or 32.1%, compared to the $29.9 million recognized in the 2025 quarter.

For the six months ended June 30, 2026, these costs were $38.7 million, a decrease of $17.3 million, or 30.9%, compared to $56.0 million recognized in the 2025 period.

The decreases in both periods were primarily due to lower media spend and agency costs.

Product and recordkeeping related costs were $83.1 million in the second quarter of 2026, an increase of $8.3 million, or 11.1%, compared to the $74.8 million recognized in the 2025 quarter.

For the six months ended June 30, 2026, these costs were $157.4 million, a decrease of $1.2 million, or 0.8%, compared to $158.6 million recognized in the 2025 period.

The increase for the second quarter of 2026 over the comparable 2025 period 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.

Technology, occupancy, and facility costs were $205.9 million in the second quarter of 2026, an increase of $10.9 million, or 5.6%, compared to the $195.0 million recognized in the 2025 quarter.

For the six months ended June 30, 2026, these costs were $410.3 million, an increase of $34.1 million, or 9.1%, compared with $376.2 million recognized in the 2025 period.

The increases in both periods were primarily due to higher technology costs, including, hosted solutions, cloud services,and depreciation, and our decision in the prior year to outsource certain technology capabilities which were partially offset by a reduction in compensation expenses.

General, administrative, and other expenses were $104.9 million in the second quarter of 2026, an increase of $11.0 million, or 11.7%, compared to the $93.9 million recognized in the 2025 quarter.

For the six months ended June 30, 2026, these costs were $197.3 million, an increase of $13.7 million, or 7.5%, compared with $183.6 million recognized in the 2025 period.

The increase was primarily due to higher travel costs and certain non-recurring 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.

During the three- and six-month periods ended June 30, 2026, we recognized $16.5 million and $34.5 million, respectively, in amortization and impairments compared to $31.2 million and $59.9 million, respectively, in the comparable 2025 periods.

The decreases primarily reflect amortization and impairments recognized over time, which reduced the remaining carrying value of the related definite-lived intangibles as well as impairments recognized in 2025 that did not recur in the 2026 period.

Restructuring charge of $6.7 million and $16.7 million for the three- and six-month periods ended June 30, 2026, respectively, 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)

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

Three months ended

The following table details the components of non-operating income (loss) for both the three- and six-month periods ended June 30, 2026 and 2025.

Three months ended Six months ended

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

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

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.

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

Lower investment gains during the three- and six-month periods ended June 30, 2026 compared to the 2025 period was primarily due to portfolio rebalancing resulting in less equity exposure in discretionary investments partially offset by higher dividend income from higher cash and discretionary investment balances.

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

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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

Three months ended Six months ended

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

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Provision for income taxes

The GAAP effective tax rate for the second quarter of 2026 was 23.5% compared with 22.1% in the second quarter of 2025.

These quarterly rates were the result of an overall year-to-date rate of 23.5% for 2026 and 23.1% for 2025.

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

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

Three months ended

GAAP basis for the six months ended June 30, 2026 and 2025:

Six months ended

6/30/2026 6/30/2025

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Adjusted effective tax rate 24.1 % 24.0 %

(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.

(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 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.

The adjusted effective tax rate for the six months ended June 30, 2026 remained consistent with the 2025 period.

The increase in the U.S.

GAAP effective tax rate was primarily related to the net income attributable to redeemable non-controlling interests which is not taxable to the firm.

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

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The following schedules reconcile certain U.S.

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

GAAP financial measures to non-GAAP financial measures for the three months ended June 30, 2026 and 2025.

Three months ended 6/30/2026

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Adjusted Basis $ 1,147.2 $ 614.4 $ 47.1 $ 154.7 $ 506.8 $ 2.24

(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.

The following schedules reconcile certain U.S.

GAAP financial measures to non-GAAP financial measures for the six months ended June 30, 2026 and 2025.

Six months ended 6/30/2026

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) $ 2,543.4 $ 1,221.0 $ 320.8 $ 362.3 $ 1,130.2 $ 5.10

Non-GAAP adjustments:

Acquisition-related:

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

3.0 3.5 — 0.9 2.6 0.01

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

(28.4) 28.4 — 7.6 20.8 0.09

Intangible assets amortization and impairments (1)

(34.5) 34.5 — 9.4 25.1 0.12

Total acquisition-related (59.9) 66.4 — 17.9 48.5 0.22

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

(105.5) 105.5 (101.1) 1.7 2.7 0.01

Restructuring charge (3)

(16.7) 16.7 — 5.1 11.6 0.05

Consolidated investment products (4)

(2.9) 5.6 (91.2) (15.2) (21.1) (0.09)

Other non-operating income (5)

— — (59.1) (14.2) (44.9) (0.20)

Adjusted Basis $ 2,358.4 $ 1,415.2 $ 69.4 $ 357.6 $ 1,127.0 $ 5.09

Six months ended 6/30/2025

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) $ 2,412.6 $ 1,074.6 $ 306.2 $ 319.6 $ 995.7 $ 4.38

Non-GAAP adjustments:

Acquisition-related:

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

19.1 28.2 — 6.4 21.8 0.10

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

(28.3) 28.3 — 6.3 22.0 0.10

Intangible assets amortization and impairments (1)

(59.9) 59.9 — 13.2 46.7 0.20

Total acquisition-related (69.1) 116.4 — 25.9 90.5 0.40

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

(59.1) 59.1 (59.8) (0.3) (0.4) —

Consolidated investment products (4)

(2.1) 4.9 (110.5) (11.6) (28.5) (0.13)

Other non-operating income (5)

— — (53.3) (12.1) (41.2) (0.18)

Adjusted Basis $ 2,282.3 $ 1,255.0 $ 82.6 $ 321.5 $ 1,016.1 $ 4.47

(1) These non-GAAP adjustments remove the impact of acquisition-related amortization of intangible assets, amortization of acquired investment and non-controlling interest basis 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.

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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.

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 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.

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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.

(6) The income tax impacts were calculated in order to achieve an overall year-to-date non-GAAP effective tax rate of 24.1% in 2026 and 24.0% in 2025.

As such, the non-GAAP effective tax rate for the second quarter was 24.4% in 2026 and 23.4% in 2025.

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

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

Three months ended

3/31/2026 3/31/2025

Three months ended Six months ended

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

Adjusted net income attributable to T.

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Rowe Price Group $ 6,992.3 $ 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.

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 $882.3 million at June 30, 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.

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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 March 31, 2026.

Rowe Price Group, Inc.’s interests in cash and investments relate to where they are presented on the unaudited consolidated balance sheet as of June 30, 2026.

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

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Redeemable non-controlling interests — — 1,009.3 1,009.3

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

As reported on the consolidated balance sheet at June 30, 2026 $ 3,234.3 $ 4,090.2 $ 2,024.7 $ 9,349.2

(1) The consolidated T.

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

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

The $1,015.4 million represents the total value at June 30, 2026 of our interest in the consolidated T.

Rowe Price investment products.

The total net assets of the T.

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.

Rowe Price investment products at June 30, 2026 of $2,024.7 million includes assets of $2,477.2 million, less liabilities of $452.5 million as reflected in our unaudited consolidated balance sheets.

(2) Includes $161.0 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.

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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.

We assess the discretionary investment products and, when we decide to liquidate our interest, we seek to do so in a way so 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 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.

Further, we expended $497.5 million in the first half of 2026 to repurchase 5.3 million shares of our outstanding common stock, at an average price of $94.44 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 2023, we have returned nearly $3.9 billion to stockholders through stock repurchases and regular quarterly dividends, as follows:

Since the end of 2023, we have returned $4.3 billion to stockholders through stock repurchases and regular quarterly dividends, as follows:

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

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2025 1,143.4 624.6 1,768.0

Three months ended March 31, 2026

Six months ended June 30, 2026

572.3 497.5 1,069.8

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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 three months ended March 31, 2026 and 2025, that are attributable to T.

The following table summarizes the cash flows for the six months ended June 30, 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.

Three months ended

Six months ended

6/30/2026 6/30/2025

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Amortization and impairment of acquisition-related assets and retention agreements 66.4 — — 66.4 116.4 — — 116.4

Fair value remeasurement of contingent liability — — — — — — — —

Stock-based compensation expense 89.8 — — 89.8 96.9 — — 96.9

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Operating activities attributable to T.

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.

Rowe Price Group during the first half of 2026 provided cash flows of $1,765.0 million, an increase of $318.6 million from $1,446.4 million provided during the 2025 period.

The increase was primarily driven by a $260.4 million increase in cash flows related to timing differences associated with the cash settlement of our assets and liabilities, a $134.5 million increase in net income, and a $69.9 million decrease in the add-back for non-cash items as detailed in the table above.

These increases were partially offset by a $6.4 million decrease in proceeds received from net redemptions of investments that economically hedge our supplemental savings plan liability compared to the 2025 period.

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Investing Activities

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

Net cash used in investing activities that were attributable to T.

Rowe Price Group totaled $822.5 million in 2026 compared with net cash used in investing activities of $144.9 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.

During 2026, we had net purchases of investments of $664.7 million compared to net proceeds from the sale of investments of $20.3 million during the 2025 period.

In 2026, we had net cash used in other investing activities of $29.4 million compared to $21.0 million in the 2025 period.

The 2026 amount reflects proceeds from the sale of certain buildings in our real estate portfolio.

Additionally, our property and equipment expenditures decreased by $15.8 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.

The remaining change in reported cash flows from investing activities of $0.4 million is primarily related to a reduction in 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 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.

Rowe Price Group totaled $1,086.4 million in 2026 compared with $892.4 million in 2025.

In 2026, we used $500.8 million to repurchase 5.3 million shares compared to $326.1 million to repurchase 3.4 million shares in 2025.

Cash flows generated from common stock issued under stock compensation plans decreased by $16.6 million during 2026 compared to 2025.

Additionally, the $3.9 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.

The remaining change in reported cash flows from financing activities was primarily attributable to borrowings of debt of consolidated products of $217.8 million and a $67.1 million decrease in net subscriptions from redeemable non-controlling interest holders of our consolidated investment products during 2026.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES.

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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