T. Rowe Price (TROW) 10-K risk factor changes: FY2021 vs FY2020

- General [added: Financial] Market Declines.

A downturn in [removed: stock or bond prices] [added: financial markets] would cause the value of assets under our management to decrease, and may also cause investors to withdraw their investments, thereby further decreasing the level of assets under our management.

Changes in investing trends, particularly investor preference for passive or alternative investment [added: products as well as increasing investor preference for environmentally and socially responsible investment] products, and [added: changes] in retirement savings trends, may reduce interest in our products and may alter our mix of assets under management.

In the event that we decide to reduce the fees we charge for investment advisory services in response to competitive pressures, which we have done selectively in the past, revenues and operating margins could be [removed: adversely impacted.]

New investment strategies, investment vehicles, distribution channels, or other evolutions of [added: or additions to] our business may increase the risk that our existing systems may not be adequate to control the risks introduced by such changes.

We use various quantitative models to support investment decisions and investment processes, including those related to portfolio [removed: management,] [added: management and] portfolio risk analysis, [removed: and] [added: as well as those related to] client investment [added: or savings advice or] guidance.

Any damage to our reputation could harm our business and lead to a loss of revenues and net [removed: income.][added: income or access to capital.]

Actual or perceived failure to adequately address the environmental, social, and governance ("ESG") expectations of our various stakeholders could lead to a tarnished reputation and loss of [removed: customers.][added: client assets or harm our access to capital.]

We are subject to income taxes as well as non-income-based [removed: taxes] [added: taxes,] in both the United States and various foreign jurisdictions.

We cannot predict future changes in the tax regulations to which we are subject, and these regulations could have a material impact on our [added: tax] liability or result in increased costs of our tax compliance efforts.

It would be difficult for us to acquire or retain the management of those assets without the assistance of the intermediaries, and we cannot assure that we will be able to maintain an adequate number of investment [added: product offerings and successful distribution relationships.]

In addition, some investors rely on third-party financial planners, registered investment advisers, and other consultants or financial professionals to advise them on the choice of [added: an] investment adviser and investment [removed: product.][added: products.]

Armed conflicts, trade wars, tariffs or sanctions, terrorist attacks, cyberattacks, power failures, [added: epidemics or] pandemics, climate change, increased severity of weather events, [removed: and] [added: or] natural disasters and other events outside of our control could adversely affect our revenues, expenses, and net income by:

A significant portion of our business operations are concentrated in the Baltimore, Maryland [removed: region,] [added: region;] Colorado Springs, [removed: Colorado,] [added: Colorado;] and in London, England.

Our business, financial condition, and results of operation may be adversely affected by the [removed: 2020] coronavirus [removed: outbreak.][added: or other global pandemics.]

[removed: Beginning in] [added: Since] early 2020, global financial markets have been monitoring and reacting to the novel coronavirus pandemic.

The spread of the coronavirus has created significant volatility, uncertainty and economic disruption to the global economy and may [added: further] impact our business, financial condition and results of operations.

[removed: While] [added: Furthermore, while] we have in place robust and well-established business continuity plans that address the potential impact to our associates and our facilities, and a comprehensive suite of technologies which enable our associates to work remotely and conduct business, [added: and to date while we have been successful in navigating these challenges,] no assurance can be given that the steps we have taken will continue to be effective or appropriate.

[removed: Additionally] [added: Additionally,] we must effectively [removed: manage the ongoing risks of a remote workforce,] ensure a safe working environment for associates working onsite in our offices, and adequately manage the post-pandemic transition from remote to onsite or a hybrid working environment.

Since our revenue is based on the market value and composition of the assets under our management, the ultimate impact on global financial markets and our clients’ decisions related to this event could adversely affect [removed: the Company’s] [added: our] revenue and operating results.

Due to the global nature of our investment advisory business, our key personnel may have reasons to travel to regions susceptible to higher risk of civil unrest, organized crime or [removed: terrorism] [added: terrorism,] and we may be unable to ensure the safety of personnel traveling to these regions.

[added: We have near- and long-term succession planning processes,] including programs to develop our future leaders, which are intended to address future talent needs and minimize the impact of losing key talent.

Any regulatory investigation and any failure to maintain compliance with applicable laws and regulations could severely damage our reputation, adversely affect our ability to conduct [removed: business,] [added: business] and decrease revenue and net [removed: income] [added: income,] and potentially result in complex litigation.

Future changes could require us to modify or curtail our investment offerings and business operations or impact our expenses and [removed: profitability.]

- There has been substantial regulatory and legislative activity at federal and state levels regarding standards of care for financial services firms, related to both retirement and taxable [added: accounts and the United States Department of Labor intends to propose new fiduciary rules applicable to retirement plans and accounts that comprise a majority of our] accounts.

- The Commodity Futures Trading Commission ("CFTC") [removed: has adopted rules that would] [added: regulation may] limit the ability of [added: certain] T.

For example, we began to pay for third-party [removed: investment research used by our UK-based investment manager, T.]

All of our technology systems, including those provided by vendors, are vulnerable to disability or failures due to cyberattacks, natural disasters, power failures, acts of war or terrorism, sabotage, [added: coding errors] and other causes.

In addition, our third-party vendors and other intermediaries with which we conduct business and transmit data could be subject to a successful cyberattack or other information security event, and we cannot ensure that such third parties have all appropriate controls in place to protect the confidentiality of information in the custody of those third [removed: parties.][added: parties or to allow them to continue their business operations, including their services to us, in a timely manner.]

[added: Although we maintain insurance coverage that we believe] is reasonable, prudent and adequate for the purpose of our business, it may be insufficient to protect us against all losses and costs stemming from breaches of security, cyberattacks and other types of unlawful activity, or any resulting disruptions from such events.

Furthermore, if any person, including any of our associates, negligently disregards or intentionally [removed: breaches] [added: overrides or circumvents] our established controls with respect to confidential data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions.

We are subject to numerous laws and regulations designed to protect this information, such as U.S. federal and state laws and foreign [added: laws and] regulations governing the protection of personal or confidential [removed: data.][added: data, such as the EU’s General Data Protection Regulation.]

[removed: In addition to the EU’s General Data Protection Regulation, other governmental] [added: Governmental] authorities throughout the U.S. and around the world [added: have enacted or] are considering [removed: or enacting] similar types of legislative and regulatory proposals concerning data protection.

- Investment Concentration.

The allocation of investment products for assets under management within market segments or strategies may impact associated fees that can vary depending on product offerings.

adversely impacted.

Fee reductions may vary depending on strategy and product offerings, which could result in investment rebalancing or reallocation adversely impacting revenues and operating margins.

Our business model is dependent on our personnel, as well as others involved in our business, such as third-party vendors, providers and other intermediaries, who support internal controls, supervision, technology and training to provide comfort that our activities do not violate applicable guidelines, rules and regulations or adversely affect our clients, counterparties or us, and all of which are subject to potential human errors.

Our personnel and others involved in our business may make errors that are not always immediately detected, which may disrupt our operations, cause losses, lead to regulatory fines or sanctions, litigation, or otherwise damage our reputation.

Furthermore, ESG issues have been the subject of increased focus by regulators and any inability to meet applicable requirements or expectations may adversely impact our reputation.

Misconduct by our employees or third-party service providers could likewise adversely impact our reputation and lead to a loss of client assets.

As a result of these changes, more of our revenues may be concentrated with fewer intermediaries, which may impact our dependence on these intermediaries.

The coronavirus pandemic has adversely affected global financial markets and impacted global supply chains.

Health concerns and uncertainty regarding continued coronavirus impacts could lead to further and/or increased volatility in global capital and credit markets, adversely affect our key executives and other personnel, clients, investors, providers, suppliers, lessees, and other third parties, and negatively impact our assets under management ("AUM"), revenues, income, business and operations.

On December 29, 2021, we completed our acquisition of OHA.

Important ongoing integration-related risks, including that the anticipated benefits of the transaction may not be fully realized, or may take longer to realize than expected, or that the integration may cost more or take longer than expected, could adversely impact our operating results.

The ongoing integration of OHA is a time-consuming process that could distract our management and disrupt our business.

A significant portion of OHA's revenue is derived from performance fees on investment advisory agreements and carried interest from general partner interests in affiliated private investment funds.

Generally, OHA is entitled to a performance fee and carried interest under these agreements only in cases where the related

portfolio investment return exceeds agreed-upon relative or absolute investment return thresholds, and there can be no assurance that these thresholds will be met.

profitability.

investment research used by our UK-based investment manager, T.

- New laws or regulations involving ESG integration and disclosure may materially impact the asset management industry.

For example, the EU’s recent action plan on financing sustainable growth includes initiatives to integrate ESG into the financial system.

Furthermore, the SEC and other regulators in the U.S. have announced plans to pursue similar initiatives, including additional disclosure obligations that would apply to our business operations, our employee and board diversity and other ESG-related matters.

20

product offerings and successful distribution relationships.

Our U.S.-based associates do not have employment contracts, while our associates outside the U.S. have employment contracts where basic employment terms are confirmed in writing.

We have near- and long-term succession planning processes,

Although we maintain insurance coverage that we believe

For example, the CCPA came into effect on January 1, 2020.

The CCPA requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices, and allows consumers to opt out of any sales of their data to third parties and provides a new cause of action for data breaches.

Our [added: 2021] revenues and net income are derived primarily from investment advisory services provided to individual and institutional investors in U.S. mutual funds, subadvised funds, separately managed accounts, collective investment trusts, and other T.

Additionally, approximately 30% of our operating expenses [added: for the years ended December 31, 2021, 2020 and 2019] are impacted by changes in assets under management.

In this regard, we [removed: remain debt-free with] [added: have] ample liquidity and resources that allow us to take advantage of attractive growth opportunities.

Stocks in developed non-U.S. equity markets [removed: produced positive returns in U.S. dollar terms] [added: rose] but [removed: generally] lagged U.S. shares.

Returns of several major equity market indexes for [removed: 2020] [added: 2021] are as follows:

| S&P 500 Index | | | [removed: 18.4%] [added: 28.7%] | | |

| NASDAQ Composite Index(1) | | | [removed: 43.6%] [added: 21.4%] | | |

| Russell 2000 Index | | | [removed: 20.0%] [added: 14.8%] | | |

| MSCI EAFE (Europe, Australasia, and Far East) Index | | | [removed: 8.3%] [added: 11.8%] | | |

| MSCI Emerging Markets Index | | | [removed: 18.7%] [added: (2.2)%] | | |

The 10-year U.S. Treasury note yield [removed: decreased] [added: increased] from [removed: 1.92% to] 0.93% [removed: over the last year.][added: to 1.52% in 2021.]

[removed: Bonds] [added: Stocks] in [removed: developing] [added: emerging] markets generally [removed: appreciated] [added: declined] in U.S. dollar terms, [removed: though local] [added: as] currency weakness [removed: in some countries, especially Brazil, Turkey, and Russia,] [added: versus the dollar] reduced local returns to U.S. investors.

Returns of several major bond market indexes for [removed: 2020] [added: 2021] are as follows:

| Bloomberg Barclays U.S. Aggregate Bond Index | | | [removed: 7.5%] [added: (1.5)%] | | |

| JPMorgan Global High Yield Index | | | [removed: 5.4%] [added: 4.9%] | | |

| Bloomberg Barclays Municipal Bond Index | | | [removed: 5.2%] [added: 1.5%] | | |

| Bloomberg Barclays Global Aggregate Ex-U.S. Dollar Bond Index | | | [removed: 10.1%] [added: (7.1)%] | | |

| JPMorgan Emerging Markets Bond Index Plus | | | [removed: 7.1%] [added: (4.5)%] | | |

Assets under management ended [removed: 2020] [added: 2021] at [removed: $1,470.5] [added: $1,687.8] billion, an increase of [removed: $263.7] [added: $217.3] billion from the end of [removed: 2019.][added: 2020.]

This increase was [added: primarily] driven by market appreciation and income, net of distributions not reinvested, of [removed: $256.9 billion and net cash inflows of $5.6 billion for 2020.][added: $198.9 billion.]

Clients transferred [removed: $13.7] [added: $23.8] billion in net assets from the U.S. mutual funds [removed: to] primarily [added: to] collective investment [removed: trusts and other investment products,] [added: trusts,] of which [removed: $8.6] [added: $16.2] billion transferred into the retirement date trusts.

| (in billions) | | | | | | U.S. mutual funds | | | | | | Subadvised and separate accounts | | | | | | Collective investment trusts and other investment products | | | | | | [added: Private investment funds and CLOs | | | | | |] Total | | |

| Net cash flows before client transfers | | | | | | [removed: 4.4] [added: 7.6] | | | | | | [removed: (.2)] [added: (.3)] | | | | | | [removed: 9.0] [added: 5.9] | | | | | | [added: — | | | | | |] 13.2 | | |

| Net cash flows after client transfers | | | | | | [removed: (16.1)] [added: (15.6)] | | | | | | [removed: 2.6] [added: .8] | | | | | | [removed: 26.7] [added: 28.0] | | | | | | [added: — | | | | | |] 13.2 | | |

| Distributions not reinvested | | | | | | [removed: (3.0)] [added: (2.9)] | | | | | | — | | | | | | [removed: (.1)] [added: (.2)] | | | | | | [added: — | | | | | |] (3.1) | | |

| Assets under management at December 31, 2018 | | | | | | [added: $ |] 564.5 | | | | | [added: $] | 250.0 | | | | | [added: $] | 147.8 | | | | | [added: $] | [removed: 962.3] [added: —] | | | [added: | | $ | 962.3 | |]

| Net cash flows before client transfers | | | | | | [removed: 7.6] [added: (11.5)] | | | | | | [removed: (.3)] [added: 8.0] | | | | | | [removed: 5.9] [added: 9.1] | | | | | | [removed: 13.2] [added: —] | | | [added: | | | 5.6 | | |]

| Client transfers(1) | | | | | | (23.2) | | | | | | 1.1 | | | | | | 22.1 | | | | | | — | | | [added: | | | — | | |]

| Net cash flows after client transfers | | | | | | [removed: (15.6)] [added: (25.2)] | | | | | | [removed: .8] [added: 10.0] | | | | | | [removed: 28.0] [added: 20.8] | | | | | | [removed: 13.2] [added: —] | | | [added: | | | 5.6 | | |]

| Net market [removed: appreciation and] [added: depreciation, net of] income | | | | | | 135.6 | | | | | | 63.0 | | | | | | 34.5 | | | | | | [added: — | | | | | |] 233.1 | | |

| Distributions not reinvested | | | | | | (1.8) | | | | | | — | | | | | | — | | | | | | [added: — | | | | | |] (1.8) | | |

| Change during the period | | | | | | 118.2 | | | | | | 63.8 | | | | | | 62.5 | | | | | | [added: — | | | | | |] 244.5 | | |

| Assets under management at December 31, 2019 | | | | | | 682.7 | | | | | | 313.8 | | | | | | 210.3 | | | | | | [added: — | | | | | |] 1,206.8 | | |

| Net cash flows before client transfers | | | | | | [removed: (11.5)] [added: (4.9)] | | | | | | [removed: 8.0] [added: (34.0)] | | | | | | [removed: 9.1] [added: 10.4] | | | | | | [removed: 5.6] [added: —] | | | [added: | | | (28.5) | | |]

| Client transfers(1) | | | | | | (13.7) | | | | | | 2.0 | | | | | | 11.7 | | | | | | — | | | [added: | | | — | | |]

| Net cash flows after client transfers | | | | | | [removed: (25.2)] [added: (28.7)] | | | | | | [removed: 10.0] [added: (31.3)] | | | | | | [removed: 20.8] [added: 31.5] | | | | | | [removed: 5.6] [added: —] | | | [added: | | | (28.5) | | |]

| Net market appreciation and income | | | | | | 140.0 | | | | | | 76.3 | | | | | | 43.7 | | | | | | [added: — | | | | | |] 260.0 | | |

| Distributions not reinvested | | | | | | [removed: (2.9)] [added: (6.3)] | | | | | | — | | | | | | (.2) | | | | | | [removed: (3.1)] [added: —] | | | [added: | | | (6.5) | | |]

| Change during the period | | | | | | 111.9 | | | | | | 86.3 | | | | | | 65.5 | | | | | | [added: — | | | | | |] 263.7 | | |

| Assets under management at December 31, 2020 | | | | | | [removed: $ |] 794.6 | | | | | [removed: $] | 400.1 | | | | | [removed: $] | 275.8 | | | | | [removed: $] | [added: — | | | | | |] 1,470.5 | | [added: |]

On December 29, 2021, we completed our acquisition of Oak Hill Advisors, L.P., a leading alternative credit manager, and other entities that had common ownership (collectively, OHA).

We acquired 100% of the equity interests of Oak Hill Advisors, L.P., 100% of the equity interests in entities that make co-investments in certain affiliated private investment funds (the "co-investment entities") and a majority of the equity interests in entities that have interests in general partners of affiliated private investment funds and are entitled to a disproportionate allocation of income (the "carried interest entities").

The acquisition of OHA included $57 billion of capital under management, of which $47 billion of fee-basis assets under management was added to our assets under management as of the date of the acquisition.

The acquisition accelerates our expansion into alternatives

investment markets and complements our existing global platform and ongoing strategic initiatives in our core investments and distribution capabilities.

Alternative credit strategies continue to be in demand from investors across the globe seeking attractive yields and risk-adjusted returns.

Even though the coronavirus pandemic continued, major U.S. stock indexes climbed in 2021, extending the brisk rebound that started in late-March 2020.

Equities advanced as the economy reopened and recovered—facilitated by the rollout of coronavirus vaccines and some federal fiscal relief—and as corporations reported robust earnings growth.

Elevated inflation stemming in part from shortages of some goods and materials amid global supply chain disruptions, the emergence of variants of the coronavirus, and the Federal Reserve’s decision to taper its monthly asset purchases starting in November were among the factors that have weighed on the financial markets.

European stock markets were broadly positive in U.S. dollar terms.

Several markets produced gains exceeding 20%.

Shares in Spain and Portugal trailed with gains of less than 2%.

Developed Asian markets were mixed in dollar terms.

Hong Kong stocks fell about 4% due in part to the Chinese government’s regulatory crackdown in certain sectors, as well as concerns about some highly indebted firms in the Chinese property market.

Japanese shares gained about 2%.

In Asia, stocks in Taiwan and India surged almost 27%, but Chinese shares fell nearly 22% amid the government’s regulatory crackdown and concerns about the property market.

Latin American markets were also mixed, as several countries struggled with political uncertainty, currency weakness, and elevated inflation that prompted central banks to raise short-term interest rates.

Stocks in most emerging European markets appreciated, but Turkish shares and the lira plunged as the central bank reduced short-term interest rates in the final months of the year despite elevated inflation.

Global bond returns were mostly negative amid rising bond market interest rates and, as the year progressed, growing expectations for major central banks to curtail their stimulus efforts.

In the U.S., yields rose across the Treasury yield curve—especially in the intermediate-term portion of the curve—amid expectations that the Federal Reserve’s tapering of monthly asset purchases, which began in November, will be a prelude to tighter monetary policy sometime in 2022.

In the U.S. taxable investment-grade universe, Treasury securities performed worst, while corporate, mortgage-backed, and commercial mortgage-backed securities fell to a lesser extent.

Asset-backed securities held up best, albeit with slight losses.

Tax-free municipal securities produced positive returns, as municipal yields rose less than comparable Treasury yields.

High yield bonds strongly outperformed for the year.

Bonds in developed non-U.S. markets declined in U.S. dollar terms, as a stronger U.S. dollar versus the yen, the euro, and other currencies reduced local returns to U.S. investors.

Emerging markets bonds also declined, as bond yields increased and many emerging countries raised short-term interest rates in an attempt to stem inflation.

Local currency issues fared worse than dollar-denominated debt, as most emerging markets currencies declined against the dollar.

The acquisition of OHA completed on December 29, 2021 included $57 billion of capital under management (which includes net assets value, portfolio value and/or unfunded capital), of which $46.9 million of fee-basis assets under management are included in the assets under management in the tables below.

These increases were partially offset by net cash outflows of $28.5 billion for 2021.

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| Acquired assets under management | | | | | | — | | | | | | — | | | | | | 1.2 | | | | | | — | | | | | | 1.2 | | |

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| Client transfers(1) | | | | | | (23.8) | | | | | | 2.7 | | | | | | 21.1 | | | | | | — | | | | | | — | | |

| Net market appreciation and income | | | | | | 111.8 | | | | | | 57.4 | | | | | | 36.2 | | | | | | — | | | | | | 205.4 | | |

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| Change during the period | | | | | | 76.8 | | | | | | 26.1 | | | | | | 67.5 | | | | | | — | | | | | | 170.4 | | |

| Preacquisition assets under management at December 31, 2021 | | | | | | 871.4 | | | | | | 426.2 | | | | | | 343.3 | | | | | | — | | | | | | $ | 1,640.9 | |

Rowe Price products.

U.S. stocks produced strong returns in 2020.

Shares fell sharply during the first quarter in response to the global spreading of the coronavirus and severe economic weakness following lockdown measures.

Starting in late March, equities rose sharply—and continued climbing throughout the year—in response to massive fiscal and monetary stimulus measures by governments and central banks around the world, as well as some economic re-opening efforts.

Toward the end of the year, investor sentiment was lifted further by reduced political uncertainty following former Vice President Joe Biden’s victory over incumbent President Donald Trump in the November election.

Also, investors were encouraged by the beginning of the distribution of some coronavirus vaccines that demonstrated very high efficacy rates in drug trials.

Local returns to U.S. investors were lifted by a weaker dollar against major non-U.S. currencies.

In Asia, most major markets rose; Japanese shares advanced about 15%.

In Europe, most markets also rose, but shares in the UK declined more than 10% due to uncertainty for most of the year about the UK’s post-Brexit trade relationship with the European Union.

Emerging markets stocks outperformed developed non-U.S. markets.

Asia outperformed other emerging regions, thanks to market strength in South Korea, Taiwan, and China.

In emerging Europe, Turkish and Russian shares declined moderately in U.S. dollar terms amid weak currencies versus the greenback.

Latin American shares were mostly weaker, with regional heavyweight Brazil falling 19% in U.S. dollar terms as the real plunged more than 22% over the last year.

Global bonds produced mostly positive returns, as central banks slashed short-term interest rates and sovereign bond yields in many countries fell sharply.

In the U.S. investment-grade market, corporate bonds did best, as investors sought attractive yields in a low interest rate environment.

Treasury securities also did well as yields dropped across the yield curve.

Asset- and mortgage-backed securities produced relatively mild gains.

High yield corporate bonds and tax-free municipal bonds rose but trailed the broad taxable investment-grade bond market.

Bonds in developed non-U.S. markets produced strong gains in U.S. dollar terms, helped by dollar weakness against the euro and, to a lesser extent, the Japanese yen and the British pound.

In addition, we acquired client contracts from PNC Bank in September 2020 that added $1.2 billion of stable value assets under management.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Assets under management at December 31, 2017 | | | | | | $ | 606.3 | | | | | $ | 255.2 | | | | | $ | 129.6 | | | | | $ | 991.1 | |

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| Client transfers(1) | | | | | | (20.5) | | | | | | 2.8 | | | | | | 17.7 | | | | | | — | | |

| Net market depreciation, net of income | | | | | | (22.7) | | | | | | (7.8) | | | | | | (8.4) | | | | | | (38.9) | | |

| Change during the period | | | | | | (41.8) | | | | | | (5.2) | | | | | | 18.2 | | | | | | (28.8) | | |

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| Acquired AUM | | | | | | — | | | | | | — | | | | | | 1.2 | | | | | | 1.2 | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Assets under management at December 31, 2017 | | | | | | $ | 564.1 | | | | | $ | 134.4 | | | | | $ | 292.6 | | | | | $ | 991.1 | |

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| Net market depreciation, net of income(2) | | | | | | (22.8) | | | | | | (1.2) | | | | | | (18.0) | | | | | | (42.0) | | |

| Change during the period | | | | | | (24.2) | | | | | | 1.7 | | | | | | (6.3) | | | | | | (28.8) | | |

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[removed: Since our] [added: Our] investments in T.

Rowe Price investment products are carried at fair value, [added: and, as such,] these investments are subject to market risk.

The potential future loss of value, before any income tax benefits, of these investments at December 31, [removed: 2020] [added: 2021] was determined by using the lower of each product’s lowest net asset value per share during [removed: 2020] [added: 2021] or its net asset value per share at December 31, [removed: 2020,] [added: 2021,] reduced by 10%.

| (in millions) | | | Fair value [removed: 12/31/2020] [added: 12/31/2021] | | | | | | Potential lower value | | | | | | Potential loss | | | | | | | | |

| Seed capital not consolidated | | | [removed: 169.5] [added: 264.8] | | | | | | [removed: 139.9] [added: 89.3] | | | | | | [removed: 29.6] [added: 175.5] | | | | | | [removed: 17] [added: 66] | | % |

| Investments designated as an economic hedge of supplemental savings plan liability | | | [removed: 768.1] [added: 881.5] | | | | | | [removed: 537.0] [added: 789.1] | | | | | | [removed: 231.1] [added: 92.4] | | | | | | [removed: 30] [added: 10] | | % |

| Investment partnerships and other investments held at fair value | | | $ | [removed: 95.1] [added: 108.9] | | | | | $ | [removed: 78.0] [added: 80.8] | | | | | $ | [removed: 17.1] [added: 28.1] | | | | | [removed: 18] [added: 26] | | % |

Our most significant exposure relates to the translation of the financial statements of our equity method investment in UTI [removed: ($145.5] [added: ($165.4] million at December 31, [removed: 2020).][added: 2021).]

We had a cumulative translation loss, net of tax, of [removed: $43.6] [added: $36.7] million at December 31, [removed: 2020,] [added: 2021,] related to our investment in UTI.

The majority of our currency translation risk on our consolidated balance sheet at December 31, [removed: 2020,] [added: 2021,] related to cash and non-consolidated investments of [removed: $95.2] [added: $72.2] million that are denominated in foreign currencies.

| Discretionary investments | | | $ | 518.7 | | | | | $ | 466.8 | | | | | $ | 51.9 | | | | | 10 | | % |

| Total | | | $ | 1,665.0 | | | | | $ | 1,345.2 | | | | | $ | 319.8 | | | | | 19 | | % |

| Discretionary investments | | | $ | 35.5 | | | | | $ | 27.5 | | | | | $ | 8.0 | | | | | 23 | | % |

| Seed capital | | | 893.5 | | | | | | 795.7 | | | | | | 97.8 | | | | | | 11 | | % |

| Total | | | $ | 929.0 | | | | | $ | 823.2 | | | | | $ | 105.8 | | | | | 11 | | % |

During the first quarter of 2020, the impact of the global coronavirus pandemic began to rapidly spread throughout the world and caused increasing disruption to populations, economic activity, and the global financial markets.

While markets recovered sharply since that time, the impact and ongoing uncertainty related to the pandemic continued into the end of 2020.

| Discretionary investments | | | $ | 1,647.7 | | | | | $ | 1,463.1 | | | | | $ | 184.6 | | | | | 11 | | % |

| Total | | | $ | 2,585.3 | | | | | $ | 2,140.0 | | | | | $ | 445.3 | | | | | 17 | | % |

| Discretionary investments | | | $ | 205.1 | | | | | $ | 124.7 | | | | | $ | 80.4 | | | | | 39 | | % |

| Seed capital | | | 871.0 | | | | | | 668.5 | | | | | | 202.5 | | | | | | 23 | | % |

| Total | | | $ | 1,076.1 | | | | | $ | 793.2 | | | | | $ | 282.9 | | | | | 26 | | % |

Our [added: strategic] investments have been focused on increasing our investment professional headcount globally, expanding our product offerings, expanding our global distribution footprint to strengthen our regional relationships and brand, and investing in new technology and the core infrastructure of the firm.

- Maintain strong processes and [added: internal] controls, which is increasingly important with growing business complexity and regulation.

- Deliver [removed: attractive] [added: strong] financial results and balance sheet strength for our stockholders over the long term.

[removed: We derive] [added: During 2021, we derived] the vast majority of our consolidated net revenues and net income from investment advisory services provided by our subsidiaries, primarily T.

[removed: Rowe Price International Ltd. In] [added: Previously, in] November 2020, we announced our plan to establish T.

Rowe Price Investment Management is anticipated to begin operations in [removed: the second half of] [added: March] 2022.

At December 31, [removed: 2020,] [added: 2021,] we had [removed: $1,470.5] [added: $1,687.8] billion in assets under management, including [removed: $794.6] [added: $871.4] billion in U.S. mutual funds, [removed: $400.1] [added: $437.1] billion in subadvised funds and separately managed [removed: accounts, and $275.8] [added: accounts (including $10.9] billion [added: of OHA separate accounts), $343.3 billion] in collective investment [removed: trusts,] [added: trusts] and other T.

Assets under management increased [removed: $263.7] [added: $217.3] billion from the end of [removed: 2019.][added: 2020.]

This increase was [added: primarily] driven by market appreciation and income, net of distributions not reinvested, of [removed: $256.9] [added: $198.9] billion and [removed: net cash inflows] [added: fee-basis assets under management] of [removed: $5.6] [added: $46.9] billion [removed: for 2020.][added: that was acquired in the OHA acquisition.]

| (in billions) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| U.S. mutual funds | | | $ | [removed: 794.6] [added: 871.4] | | | | | $ | [removed: 682.7] [added: 794.6] | |

| Subadvised and separately managed accounts | | | [removed: 400.1] [added: 437.1] | | | | | | [removed: 313.8] [added: 400.1] | | |

| Collective investment trusts | | | [removed: 199.6] [added: 258.3] | | | | | | [removed: 158.7] [added: 199.6] | | |

| Stable value, variable annuity products, and exchange-traded funds | | | [removed: 28.0] [added: 29.1] | | | | | | [removed: 21.4] [added: 28.0] | | |

| SICAVs and other sponsored funds regulated outside the U.S. | | | [removed: 48.2] [added: 55.9] | | | | | | [removed: 30.2] [added: 48.2] | | |

| Total T. Rowe Price collective investment trusts and other sponsored investment products | | | [removed: 275.8] [added: 343.3] | | | | | | [removed: 210.3] [added: 275.8] | | |

| Total assets under management | | | $ | [removed: 1,470.5] [added: 1,687.8] | | | | | $ | [removed: 1,206.8] [added: 1,470.5] | |

| Equity | | | $ | [removed: 895.8] [added: 992.7] | | | | | $ | [removed: 698.9] [added: 895.8] | |

| Fixed income, including money market | | | [removed: 168.7] [added: 175.7] | | | | | | [removed: 147.9] [added: 168.7] | | |

| Multi-Asset(1) | | | [removed: 406.0] [added: 477.7] | | | | | | [removed: 360.0] [added: 406.0] | | |

| Total assets under management | | | $ | [removed: 1,470.5] [added: 1,687.8] | | | | | $ | [removed: 1,206.8] [added: 1,470.5] | |

| Global financial [removed: intermediaries(2)] [added: intermediaries(3)] | | | $ | [removed: 765.4] [added: 876.5] | | | | | $ | [removed: 623.0] [added: 765.4] | |

| Global [removed: institutions(2)(3)] [added: institutions(3)(4)] | | | [removed: 335.9] [added: 403.8] | | | | | | [removed: 265.4] [added: 335.9] | | |

| Individual U.S. investors on a direct basis | | | [removed: 221.7] [added: 244.8] | | | | | | [removed: 190.7] [added: 221.7] | | |

| U.S. retirement plan sponsors - full service recordkeeping | | | [removed: 147.5] [added: 162.7] | | | | | | [removed: 127.7] [added: 147.5] | | |

| Total assets under management | | | $ | [removed: 1,470.5] [added: 1,687.8] | | | | | $ | [removed: 1,206.8] [added: 1,470.5] | |

| Assets under management by account [removed: type] [added: type(5)] | | | | | | | | | | | |

| Defined contribution - investment only | | | $ | [removed: 614.0] [added: 557.1] | | | | | $ | [removed: 510.6] [added: 484.6] | |

| Defined contribution - full-service recordkeeping | | | [removed: 136.0] [added: 162.6] | | | | | | [removed: 121.0] [added: 147.5] | | |

| Total defined contribution retirement assets | | | [removed: 750.0] [added: 719.7] | | | | | | [removed: 631.6] [added: 632.1] | | |

| Deferred annuity and direct retail retirement assets | | | [removed: 219.6] [added: 382.4] | | | | | | [removed: 186.0] [added: 305.0] | | |

| Total defined contribution, deferred annuity, and direct retail retirement assets | | | [removed: 969.6] [added: 1,102.1] | | | | | | [removed: 817.6] [added: 937.1] | | |

| Total assets under management | | | $ | [removed: 1,470.5] [added: 1,687.8] | | | | | $ | [removed: 1,206.8] [added: 1,470.5] | |

[removed: *(1)* *The] [added: *(1)The] underlying assets under management of the multi-asset portfolios have been aggregated and presented in this category and not reported in the equity and fixed income rows.*

[removed: *(2)*] [added: *(3)*] *Includes Americas, Europe, Middle East and Africa ("EMEA"), and Asia Pacific ("APAC").*

[removed: *(3)*] [added: *(4)*] *Includes T.

Rowe Price employee benefit plans, Private Asset Management accounts, and [removed: other.*][added: other as well as OHA products.*]

In [removed: 2020,] [added: 2021,] our target date retirement products experienced net cash [removed: outflows] [added: inflows] of [removed: $6.5] [added: $11.3] billion.

The assets under management in our target date retirement products totaled [removed: $332.2] [added: $391.1] billion at December 31, [removed: 2020,] [added: 2021,] or [removed: 22.6%] [added: 23.2%] of our managed assets at December 31, [removed: 2020,] [added: 2021,] compared with [removed: 24.2%] [added: 22.6%] at the end of [removed: 2019.][added: 2020.]

We distribute our products across three broad geographical regions: [removed: Americas,] [added: Americas;] Europe, Middle East and Africa [removed: ("EMEA"),] [added: ("EMEA");] and Asia Pacific ("APAC").

On December 29, 2021, we completed our acquisition of Oak Hill Advisors, L.P., a leading alternative credit manager, and other entities that had common ownership (collectively, "OHA").

We acquired 100% of the equity interests of Oak Hill Advisors, L.P., 100% of the equity interests in entities that make co-investments in certain affiliated private investment funds (the "co-investment entities") and a majority of the equity interests in entities that have interests in general partners of affiliated private investment funds and are entitled to a disproportionate allocation of income (the "carried interest entities") for upfront purchase consideration of $3.4 billion in a combination of cash and T.

Rowe Price Group, Inc. common stock.

The upfront purchase consideration included the retirement of $217.1 million of OHA debt.

In addition, the consideration may be increased by up to an incremental $900.0 million in cash as part of an earnout payment starting in early 2025 and ending in early 2027, upon satisfying or exceeding certain defined revenue targets.

These defined revenue targets are evaluated on a cumulative basis beginning at the end of 2024, with the ability to extend two additional years if the defined revenue targets are not achieved.

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

The acquisition of OHA included $57 billion of capital under management, of which $47 billion of fee-basis assets under management was added to our assets under management as of the date of the acquisition.

The acquisition accelerates our expansion into alternative investment markets and complements our existing global platform and ongoing strategic initiatives in our core investments and distribution capabilities.

Alternative credit strategies continue to be in demand from institutional and retail investors across the globe seeking attractive yields and risk-adjusted returns.

Over its more than 30-year history, OHA has generated attractive risk-adjusted returns across numerous market cycles.

Its fully integrated team specializes in private, distressed, special situations, liquid, and structured credit and real asset strategies in North America, Europe and other geographies.

OHA manages private investment funds, collateralized loan obligations ("CLOs") and other private accounts on behalf of a global, largely institutional client base.

OHA has over 300 employees with headquarters in New York and primary offices in London, Sydney, Hong Kong, Luxembourg, Fort Worth, and San Francisco.

Core Capabilities

- Expand our investment capabilities and product offerings, including through our acquisition of OHA.

Rowe Price International Ltd. Beginning in 2022, investment advisory services provided to OHA-affiliated investment products and vehicles will be included in consolidated net revenues and net income.

Subsequent to this date, services related to this investment advisor will be included in our consolidated net revenue and net income.

Rowe Price products, and $36.0 billion in private investment funds and CLOs.

The acquisition of OHA completed on December 29, 2021 included $57 billion of capital under management (which includes net assets value, portfolio value and/or unfunded capital), of which $46.9 billion of fee-basis assets under management are included in our assets under management as of December 31, 2021.

These increases were partially offset by net cash outflows of $28.5 billion for 2021.

| Affiliated private investment funds and CLOs | | | 36.0 | | | | | | — | | |

| Alternatives(2) | | | 41.7 | | | | | | — | | |

| Other | | | 585.7 | | | | | | 533.4 | | |

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

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

*(5)The 2020 amounts have been reclassified to conform with the 2021 presentation.*

| Canadian Pooled Funds | | | | | | | | | | | | | | | | | | | | | | | | Private Funds | | |

(1) Mutual fund models delivered to a third-party program sponsor,.

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

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

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *Global / International:* | | | N/R | | | N/R | | | Euro High Yield, High Income, Global High Yield | | | Global Government Bond, Global Government Bond ex-Japan, Global Government Bond High Quality | | | N/R | | | Global Investment Grade Corporate, Euro Investment Grade Corporate, Global Impact Credit | | |

| | | | Fixed Income, cont'd | | | | | | | | | | | |

| Multi-Sector | | | Dynamic Suite | | | Emerging Markets | | | Municipal | | | | | |

| *U.S.:* | | | QM US Bond, US Core Bond, US Core Plus, US Investment Grade Core, US Total Return | | | N/R | | | N/R | | | Tax-Free High Yield, Intermediate Tax-Free High Yield, Muni Intermediate, Tax-Free Long-Term, Tax-Free Short/Intermediate | | |

*N/R - Not relevant*

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Rowe Price products.

In addition, we acquired client contracts from PNC Bank during 2020 that added $1.2 billion of stable value assets under management.

| Other | | | 500.9 | | | | | | 389.2 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

needs of our investment advisory clients.

| | | | | | |

| U.S. Mid-Cap Growth | | | 2010 | | |

| | | | | | |

Several funds, including the Blue Chip Growth, Equity Income, Growth Stock, and Mid-Cap Growth funds, have an effective tiered individual fund rate in which their base individual flat rate is reduced by about 15% on net assets in excess of $15 billion.

The New Income and Value funds have their base individual flat rate reduced by about 15% on net assets in excess of $20 billion.

The Capital Appreciation Fund has its base individual flat rate reduced by 10% on net assets in excess of $27.5 billion.

In the second quarter of 2020, the fee structure of the target date retirement funds changed that the investment advisory fee revenue is now earned at the target date retirement fund level rather than at the underlying mutual fund level.

The Spectrum Funds series we offer have no separate investment advisory fee; rather, they bear the expenses of the funds in which they invest.

We expect to continue to waive fees in 2021, and we currently anticipate that the waivers for the first quarter of 2021 will be at or slightly above the level of waivers experienced in the fourth quarter of 2020.

We also expect that the fee waivers for the first quarter of 2021 will represent a high-water mark for fee waivers issued.

We bear all advertising and promotion expenses associated with the distribution of our investment products.

\- T.

\- T.

20

☒ ANNUAL REPORT PURSUANT TO SECTION 13 [added: OR 15(d)] OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended [removed: December] [added: December] 31, [removed: 2020][added: 2021]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate website] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulations S-T [added: (§ 232.405 of this chapter)] during the preceding 12 [removed: months.][added: months (or for such shorter period the registrant was required to submit such files).]

The aggregate market value of the common equity (all voting) held by non-affiliates (excludes executive officers and directors) computed using [removed: $123.50] [added: $197.97] per share (the NASDAQ Official Closing Price on June 30, [removed: 2020,] [added: 2021,] the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $27.8] [added: $44.6] billion.

The number of shares outstanding of the registrant's common stock as of the latest practicable date, February [removed: 8, 2021,] [added: 22, 2022,] is [removed: 227,946,081.][added: 228,093,290.]

DOCUMENTS INCORPORATED BY REFERENCE: [removed: In Part III,] [added: Certain portions of] the [added: registrant's] Definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of [removed: Stockholders] [added: Stockholders,] to be filed pursuant to Regulation [removed: 14A.][added: 14A of the general rules and regulations under the Act, are incorporated by reference into Part III of this report.]

Exhibit index begins on page [removed: 84.][added: 92.]

| ITEM 1. | | | Business | | | [removed: [2](#i549ad6450d8045ca8ea48f5cee33a039_13)] [added: [2](#ied65b554d7a54c6bb7aad01aa114d55c_13)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#i549ad6450d8045ca8ea48f5cee33a039_52)] [added: Factors](#ied65b554d7a54c6bb7aad01aa114d55c_55)] | | | [removed: [12](#i549ad6450d8045ca8ea48f5cee33a039_52)] [added: [14](#ied65b554d7a54c6bb7aad01aa114d55c_55)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i549ad6450d8045ca8ea48f5cee33a039_55)] [added: Comments](#ied65b554d7a54c6bb7aad01aa114d55c_58)] | | | [removed: [21](#i549ad6450d8045ca8ea48f5cee33a039_55)] [added: [24](#ied65b554d7a54c6bb7aad01aa114d55c_58)] | | |

| ITEM 2. | | | [removed: [Properties](#i549ad6450d8045ca8ea48f5cee33a039_58)] [added: [Properties](#ied65b554d7a54c6bb7aad01aa114d55c_61)] | | | [removed: [21](#i549ad6450d8045ca8ea48f5cee33a039_58)] [added: [24](#ied65b554d7a54c6bb7aad01aa114d55c_61)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#i549ad6450d8045ca8ea48f5cee33a039_61)] [added: Proceedings](#ied65b554d7a54c6bb7aad01aa114d55c_64)] | | | [removed: [22](#i549ad6450d8045ca8ea48f5cee33a039_61)] [added: [24](#ied65b554d7a54c6bb7aad01aa114d55c_64)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i549ad6450d8045ca8ea48f5cee33a039_64)] [added: Disclosures](#ied65b554d7a54c6bb7aad01aa114d55c_67)] | | | [removed: [22](#i549ad6450d8045ca8ea48f5cee33a039_64)] [added: [25](#ied65b554d7a54c6bb7aad01aa114d55c_67)] | | |

| [removed: ITEM.] | | | Information about our [Executive [removed: Officers](#i549ad6450d8045ca8ea48f5cee33a039_67)] [added: Officers](#ied65b554d7a54c6bb7aad01aa114d55c_70)] | | | [removed: [22](#i549ad6450d8045ca8ea48f5cee33a039_67)] [added: [25](#ied65b554d7a54c6bb7aad01aa114d55c_70)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i549ad6450d8045ca8ea48f5cee33a039_73)] [added: Securities](#ied65b554d7a54c6bb7aad01aa114d55c_76)] | | | [removed: [23](#i549ad6450d8045ca8ea48f5cee33a039_73)] [added: [26](#ied65b554d7a54c6bb7aad01aa114d55c_76)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i549ad6450d8045ca8ea48f5cee33a039_79)] [added: Operations](#ied65b554d7a54c6bb7aad01aa114d55c_82)] | | | [removed: [25](#i549ad6450d8045ca8ea48f5cee33a039_79)] [added: [27](#ied65b554d7a54c6bb7aad01aa114d55c_82)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i549ad6450d8045ca8ea48f5cee33a039_136)] [added: Risk](#ied65b554d7a54c6bb7aad01aa114d55c_139)] | | | [removed: [48](#i549ad6450d8045ca8ea48f5cee33a039_136)] [added: [51](#ied65b554d7a54c6bb7aad01aa114d55c_139)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i549ad6450d8045ca8ea48f5cee33a039_244)] [added: Disclosure](#ied65b554d7a54c6bb7aad01aa114d55c_220)] | | | [removed: [81](#i549ad6450d8045ca8ea48f5cee33a039_244)] [added: [88](#ied65b554d7a54c6bb7aad01aa114d55c_220)] | | |

| ITEM 9A. | | | Controls and Procedures | | | [removed: [81](#i549ad6450d8045ca8ea48f5cee33a039_247)] [added: [88](#ied65b554d7a54c6bb7aad01aa114d55c_223)] | | |

| ITEM 9B. | | | Other Information | | | [removed: [81](#i549ad6450d8045ca8ea48f5cee33a039_250)] [added: [88](#ied65b554d7a54c6bb7aad01aa114d55c_226)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i549ad6450d8045ca8ea48f5cee33a039_262)] [added: Governance](#ied65b554d7a54c6bb7aad01aa114d55c_238)] | | | [removed: [84](#i549ad6450d8045ca8ea48f5cee33a039_262)] [added: [92](#ied65b554d7a54c6bb7aad01aa114d55c_238)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#i549ad6450d8045ca8ea48f5cee33a039_265)] [added: Compensation](#ied65b554d7a54c6bb7aad01aa114d55c_241)] | | | [removed: [84](#i549ad6450d8045ca8ea48f5cee33a039_265)] [added: [92](#ied65b554d7a54c6bb7aad01aa114d55c_241)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i549ad6450d8045ca8ea48f5cee33a039_268)] [added: Matters](#ied65b554d7a54c6bb7aad01aa114d55c_244)] | | | [removed: [84](#i549ad6450d8045ca8ea48f5cee33a039_268)] [added: [92](#ied65b554d7a54c6bb7aad01aa114d55c_244)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i549ad6450d8045ca8ea48f5cee33a039_271)] [added: Independence](#ied65b554d7a54c6bb7aad01aa114d55c_247)] | | | [removed: [84](#i549ad6450d8045ca8ea48f5cee33a039_271)] [added: [92](#ied65b554d7a54c6bb7aad01aa114d55c_247)] | | |

| ITEM 14. | | | [Principal Accountant Fees and [removed: Services](#i549ad6450d8045ca8ea48f5cee33a039_274)] [added: Services](#ied65b554d7a54c6bb7aad01aa114d55c_250)] | | | [removed: [84](#i549ad6450d8045ca8ea48f5cee33a039_274)] [added: [92](#ied65b554d7a54c6bb7aad01aa114d55c_250)] | | |

| ITEM 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i549ad6450d8045ca8ea48f5cee33a039_280)] [added: Schedules](#ied65b554d7a54c6bb7aad01aa114d55c_256)] | | | [removed: [84](#i549ad6450d8045ca8ea48f5cee33a039_280)] [added: [92](#ied65b554d7a54c6bb7aad01aa114d55c_256)] | | |

| ITEM 16. | | | Form 10-K Summary | | | [removed: [87](#i549ad6450d8045ca8ea48f5cee33a039_2442)] [added: [96](#ied65b554d7a54c6bb7aad01aa114d55c_259)] | | |

| | | | [PART I](#ied65b554d7a54c6bb7aad01aa114d55c_10) | | | [2](#ied65b554d7a54c6bb7aad01aa114d55c_10) | | |

| | | | [PART II](#ied65b554d7a54c6bb7aad01aa114d55c_73) | | | [26](#ied65b554d7a54c6bb7aad01aa114d55c_73) | | |

| ITEM 6. | | | Reserved | | | [27](#ied65b554d7a54c6bb7aad01aa114d55c_79) | | |

| ITEM 8. | | | [Financial Statements](#ied65b554d7a54c6bb7aad01aa114d55c_142) | | | [53](#ied65b554d7a54c6bb7aad01aa114d55c_142) | | |

| ITEM 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [88](#ied65b554d7a54c6bb7aad01aa114d55c_226) | | |

| | | | [PART III](#ied65b554d7a54c6bb7aad01aa114d55c_235) | | | [92](#ied65b554d7a54c6bb7aad01aa114d55c_235) | | |

| | | | [PART IV](#ied65b554d7a54c6bb7aad01aa114d55c_253) | | | [92](#ied65b554d7a54c6bb7aad01aa114d55c_253) | | |

| [SIGNATURES](#ied65b554d7a54c6bb7aad01aa114d55c_262) | | | | | | [97](#ied65b554d7a54c6bb7aad01aa114d55c_262) | | |

| | | | [PART I](#i549ad6450d8045ca8ea48f5cee33a039_10) | | | [2](#i549ad6450d8045ca8ea48f5cee33a039_10) | | |

| | | | [PART II](#i549ad6450d8045ca8ea48f5cee33a039_70) | | | [23](#i549ad6450d8045ca8ea48f5cee33a039_70) | | |

| ITEM 6. | | | [Selected Financial Data](#i549ad6450d8045ca8ea48f5cee33a039_76) | | | [24](#i549ad6450d8045ca8ea48f5cee33a039_76) | | |

| ITEM 8. | | | [Financial Statements and Supplementary Data](#i549ad6450d8045ca8ea48f5cee33a039_139) | | | [50](#i549ad6450d8045ca8ea48f5cee33a039_139) | | |

| | | | [PART III](#i549ad6450d8045ca8ea48f5cee33a039_259) | | | [84](#i549ad6450d8045ca8ea48f5cee33a039_259) | | |

| | | | [PART IV](#i549ad6450d8045ca8ea48f5cee33a039_277) | | | [84](#i549ad6450d8045ca8ea48f5cee33a039_277) | | |

| [SIGNATURES](#i549ad6450d8045ca8ea48f5cee33a039_283) | | | | | | [88](#i549ad6450d8045ca8ea48f5cee33a039_283) | | |

In December 2020, we announced that we are moving our headquarters in 2024 to a complex to be built with approximately [removed: 470,000] [added: 550,000] square feet of space under lease in Baltimore, Maryland.

Our operating and servicing activities are largely conducted at owned facilities in campus settings comprising 1.1 million square feet on two parcels of land in close proximity to Baltimore in Owings Mills, Maryland, and about [added: 290,000 square feet in Colorado Springs, Colorado.]

We also maintain a nearly 60,000 square foot technology support facility in Hagerstown, [removed: Maryland, and own a 72-acre parcel of land in Pasco County, Florida.][added: Maryland.]

We lease all our offices outside the U.S. with London and Hong Kong being our largest, as well as our business operations recovery site [removed: and innovation center] in Maryland, our technology development center in New York City, and offices in San Francisco, Washington D.C. and Philadelphia.

Information concerning our anticipated capital expenditures in [removed: 2021] [added: 2022 is set forth in the capital resources] and [added: liquidity and material cash commitments discussions in Item 7 of this Form 10-K and] our future minimum rental payments under noncancellable operating leases at December 31, [removed: 2020,] [added: 2021] is set forth in the [removed: capital resources and liquidity and contractual obligations discussions] [added: Leases footnote to our audited consolidated financial statements] in Item [removed: 7] [added: 8] of this Form 10-K.

The acquisition of OHA adds leased offices in the United States (New York City, Fort Worth, and San Francisco), United Kingdom (London), Australia (Sydney), Hong Kong, and Luxembourg.

20

290,000 square feet in Colorado Springs, Colorado.

[removed: Information] [added: Information] about our Executive Officers.

The following information includes the names, ages, and positions of our executive officers as of February [removed: 11, 2021.][added: 24, 2022.]

The first [removed: ten] [added: eleven] individuals are members of our management committee.

[removed: Dufétel (40), Chief Operating Officer since 2021,] [added: Dardis (49),] Chief Financial Officer and Treasurer since [removed: 2018] [added: 2021, Head of Finance in 2021] and [added: Head of Corporate Strategy from 2016 to 2021, and] a Vice President [removed: since 2017.][added: from 2010.]

Robert C.T. Higginbotham [removed: (53),] [added: (54),] Head of Global Distribution since [removed: 2019,] [added: 2019 and interim Chief Operating Officer since 2021,] Head of Global Investment Management Services from 2018 to 2019, Head of Global Investment Services from 2012 to 2018, and a Vice President since 2012.

Jackson [removed: (58),] [added: (59),] Head of T.

Rowe Price Investment Management since 2020, Associate Head of U.S Equity [removed: since 2020,] [added: from 2020 to 2021,] and a Vice President since 2007.

McCormick [removed: (60),] [added: (61),] Head of Fixed Income since [removed: 2019,] [added: 2019 and chief investment officer since 2022,] Head of U.S. Taxable Bond from 2013 to 2018, and a Vice President since 2008.

David Oestreicher [removed: (53),] [added: (54),] General Counsel since 2020, Corporate Secretary since 2012, and a Vice President since 2001.

Sebastien Page [removed: (44),] [added: (45),] Head of Global Multi-Asset and a Vice President since [removed: 2015.][added: 2015 and chief investment officer since 2022.]

Sharps [removed: (49),] [added: (50), Chief Executive Officer since 2022, a Director and] President since 2021, Head of Investments [removed: since 2018,] [added: from 2018 to 2021,] Group Chief Investment Officer [removed: since 2017,] [added: from 2017 to 2021,] Co-Head of Global Equity from 2017 to 2018, Lead Portfolio Manager, Institutional U.S. Large-Cap Equity Growth Strategy from 2001 to 2016, and a Vice President from 2001 to 2021.

Justin Thomson [removed: (53),] [added: (54),] Head of International Equity since 2021, [added: chief investment officer since 2017, Co-Head of Global Equity in 2021,] and a Vice President since 2001.

[removed: Veiel (49),] Co-Head of Global Equity [removed: since 2018,] [added: from 2018 to 2021,] Head of U.S. Equity from 2016 to [removed: 2018,] [added: 2021,] Director of Equity Research North America from 2014 to 2015, and a Vice President since 2006.

Hiebler [removed: (45),] [added: (46),] Principal Accounting Officer since [removed: 2010] [added: 2010, Controller since 2020] and a Vice President since 2009.

Jennifer B.

Glenn August (60), Chief Executive Officer of Oak Hill Advisors, L.P. (“OHA”), a Director and Vice President since 2021.

He founded OHA in 1990.

Josh Nelson (45), Head of U.S. Equity since 2022, Associate Head of U.S. Equity in 2021, Director of Equity Research North America from 2019 to 2021, and a Vice President since 2007.

Veiel (50), Head of Global Equity and chief investment officer since 2022.

Item.

William J.

Stromberg (60), Chief Executive Officer since 2016 and Chairman of the Board of Directors since 2019.

Mr. Stromberg was previously the President from 2016 to 2021, Head of Equity from 2010 to 2015 and a Vice President from 1990 to 2015.

Céline S.

Prior to joining the firm in 2017, Ms. Dufétel was managing director and global head of marketing, product management, and client service at Neuberger Berman, and prior to that, she was a partner and head of the North American Asset Management practice with McKinsey & Company.

From 2010 through 2015, Mr. Page was an executive vice president at PIMCO, where he led a team focused on research and development of multi-asset solutions.

These plans provide for the following issuances of shares of our common stock at December 31, [removed: 2020:][added: 2021:]

| Exercise of outstanding options | | | | | | [removed: 4,329,056] [added: 2,846,579] | | | | | | — | | | | | | [removed: 4,329,056] [added: 2,846,579] | | |

| Settlement of outstanding restricted stock units | | | | | | [removed: 6,443,411] [added: 5,795,395] | | | | | | — | | | | | | [removed: 6,443,411] [added: 5,795,395] | | |

The outstanding options included in the table above have a weighted-average exercise price of [removed: $72.52.][added: $72.87.]

The following table presents repurchase activity during the fourth quarter of [removed: 2020.][added: 2021.]

Of the total number of shares purchased during the fourth quarter of [removed: 2020, 110,483] [added: 2021, 4,834] were related to shares surrendered in connection with employee stock option exercises and none were related to shares withheld to cover tax withholdings associated with the vesting of restricted stock awards.

| Authorization dates | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | Additional shares authorized | | | | | | Total Number of Shares Purchased | | | | | | Maximum Number of Shares that May Yet Be Purchased at [removed: 12/31/2020] [added: 12/31/2021] | | |

| March 2020 | | | | | | [removed: —] [added: 15,000,000] | | | | | | [removed: 15,000,000] [added: —] | | | | | | — | | | | | | 15,000,000 | | |

We have [removed: 7,649] [added: 1,044] stockholders of record and approximately [removed: 360,000] [added: 510,000] beneficial stockholder accounts held by brokers, banks, and other intermediaries holding our common stock.

Common stock owned outright by our associates and directors, combined with outstanding vested stock options and unvested restricted stock awards, total approximately [removed: 8%] [added: 9%] of our outstanding stock and outstanding vested stock options at December 31, [removed: 2020.][added: 2021.]

| 2021 | | | $ | 1.08 | | | | | $ | 4.08 | | | | | $ | 1.08 | | | | | $ | 1.08 | |

The cash dividends declared during the second quarter of 2021 include a special dividend of $3.00 per share that was declared in June 2021 and paid in July 2021.

| Future issuances | | | | | | 11,584,645 | | | | | | 1,320,803 | | | | | | 12,905,448 | | |

| Total | | | | | | 20,226,619 | | | | | | 1,320,803 | | | | | | 21,547,422 | | |

| October | | | | | | 1,642,691 | | | | | | $ | 198.35 | | | | | 1,642,144 | | | | | | 16,936,065 | | |

| November | | | | | | 502,337 | | | | | | $ | 211.52 | | | | | 499,434 | | | | | | 16,436,631 | | |

| December | | | | | | 912,105 | | | | | | $ | 195.49 | | | | | 910,721 | | | | | | 15,525,910 | | |

| Total | | | | | | 3,057,133 | | | | | | $ | 199.66 | | | | | 3,052,299 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| February 2019 | | | | | | 6,467,311 | | | | | | — | | | | | | (5,941,401) | | | | | | 525,910 | | |

| | | | | | | 21,467,311 | | | | | | — | | | | | | (5,941,401) | | | | | | 15,525,910 | | |

| 2019 | | | $ | .76 | | | | | $ | .76 | | | | | $ | .76 | | | | | $ | .76 | |

| Future issuances | | | | | | 11,085,553 | | | | | | 1,602,666 | | | | | | 12,688,219 | | |

| Total | | | | | | 21,858,020 | | | | | | 1,602,666 | | | | | | 23,460,686 | | |

| October | | | | | | 56,706 | | | | | | $ | 144.31 | | | | | 300 | | | | | | 21,612,258 | | |

| November | | | | | | 10,934 | | | | | | $ | 140.14 | | | | | — | | | | | | 21,612,258 | | |

| December | | | | | | 188,090 | | | | | | $ | 148.11 | | | | | 144,947 | | | | | | 21,467,311 | | |

| Total | | | | | | 255,730 | | | | | | $ | 147.33 | | | | | 145,247 | | | | | | | | |

| April 2018 | | | | | | 7,375,047 | | | | | | — | | | | | | (7,375,047) | | | | | | — | | |

| February 2019 | | | | | | 10,000,000 | | | | | | — | | | | | | (3,532,689) | | | | | | 6,467,311 | | |

| | | | | | | 17,375,047 | | | | | | 15,000,000 | | | | | | (10,907,736) | | | | | | 21,467,311 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| | | | (in millions, except per-share data) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net revenues(1) | | | $ | 6,207 | | | | | $ | 5,618 | | | | | $ | 5,373 | | | | | $ | 4,855 | | | | | $ | 4,285 | |

| Net operating income | | | $ | 2,746 | | | | | $ | 2,387 | | | | | $ | 2,361 | | | | | $ | 2,109 | | | | | $ | 1,733 | |

| Net income | | | $ | 2,523 | | | | | $ | 2,249 | | | | | $ | 1,769 | | | | | $ | 1,581 | | | | | $ | 1,254 | |

| Net income (loss) attributable to redeemable non-controlling interests | | | $ | 151 | | | | | $ | 118 | | | | | $ | (69) | | | | | $ | 83 | | | | | $ | 39 | |

| Net income attributable to T. Rowe Price Group | | | $ | 2,373 | | | | | $ | 2,131 | | | | | $ | 1,838 | | | | | $ | 1,498 | | | | | $ | 1,215 | |

| Adjusted net income attributable to T. Rowe Price Group(2) | | | $ | 2,277 | | | | | $ | 1,976 | | | | | $ | 1,807 | | | | | $ | 1,361 | | | | | $ | 1,149 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Per common share information | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic earnings | | | $ | 10.08 | | | | | $ | 8.82 | | | | | $ | 7.41 | | | | | $ | 6.07 | | | | | $ | 4.85 | |

| Diluted earnings | | | $ | 9.98 | | | | | $ | 8.70 | | | | | $ | 7.27 | | | | | $ | 5.97 | | | | | $ | 4.75 | |

| Adjusted diluted earnings(2) | | | $ | 9.58 | | | | | $ | 8.07 | | | | | $ | 7.15 | | | | | $ | 5.43 | | | | | $ | 4.49 | |

| Cash dividends declared | | | $ | 3.60 | | | | | $ | 3.04 | | | | | $ | 2.80 | | | | | $ | 2.28 | | | | | $ | 2.16 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Weighted-average common shares outstanding | | | 228.8 | | | | | | 235.4 | | | | | | 242.2 | | | | | | 241.2 | | | | | | 245.5 | | |

| Weighted-average common shares outstanding assuming dilution | | | 231.2 | | | | | | 238.6 | | | | | | 246.9 | | | | | | 245.1 | | | | | | 250.3 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Balance sheet data (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 10,659 | | | | | $ | 9,330 | | | | | $ | 7,689 | | | | | $ | 7,535 | | | | | $ | 6,226 | |

| Redeemable non-controlling interests | | | $ | 1,562 | | | | | $ | 1,121 | | | | | $ | 740 | | | | | $ | 993 | | | | | $ | 687 | |

| Stockholders’ equity | | | $ | 7,707 | | | | | $ | 7,102 | | | | | $ | 6,124 | | | | | $ | 5,824 | | | | | $ | 5,009 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Assets under management (in billions) | | | $ | 1,470.5 | | | | | $ | 1,206.8 | | | | | $ | 962.3 | | | | | $ | 991.1 | | | | | $ | 810.8 | |

*(1)* *Net revenues for 2018 and 2017 have been adjusted to reflect the adoption of new revenue accounting guidance on January 1, 2018.

We adopted the guidance using the retrospective method, which required adjustments to be reflected as of January 1, 2016.

Accordingly, net revenues for 2016 have not been adjusted.*

*(2)* *These items represent non-GAAP financial measures that have been established in order to increase transparency for the purpose of evaluating our core business, for comparing current results with prior period results, and to enable more appropriate comparison with industry peers.

See Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations for the definitions of these measures and the related reconciliation from U.S. GAAP.*

20

| Consolidated Balance Sheets at December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | [removed: [51](#i549ad6450d8045ca8ea48f5cee33a039_142)] [added: [54](#ied65b554d7a54c6bb7aad01aa114d55c_145)] | | |

| Consolidated Statements of Income for each of the years in the three-year period ended December 31, [removed: 2020] [added: 2021] | | | [removed: [52](#i549ad6450d8045ca8ea48f5cee33a039_148)] [added: [55](#ied65b554d7a54c6bb7aad01aa114d55c_148)] | | |

| Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, [removed: 2020] [added: 2021] | | | [removed: [53](#i549ad6450d8045ca8ea48f5cee33a039_151)] [added: [56](#ied65b554d7a54c6bb7aad01aa114d55c_151)] | | |

| Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, [removed: 2020] [added: 2021] | | | [removed: [54](#i549ad6450d8045ca8ea48f5cee33a039_154)] [added: [57](#ied65b554d7a54c6bb7aad01aa114d55c_154)] | | |

| Consolidated Statements of Stockholders' Equity for each of the years in the three-year period ended December 31, [removed: 2020] [added: 2021] | | | [removed: [55](#i549ad6450d8045ca8ea48f5cee33a039_160)] [added: [58](#ied65b554d7a54c6bb7aad01aa114d55c_157)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i549ad6450d8045ca8ea48f5cee33a039_166)] [added: Statements](#ied65b554d7a54c6bb7aad01aa114d55c_160)] | | | [removed: [57](#i549ad6450d8045ca8ea48f5cee33a039_166)] [added: [60](#ied65b554d7a54c6bb7aad01aa114d55c_160)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i549ad6450d8045ca8ea48f5cee33a039_241)] [added: Firm](#ied65b554d7a54c6bb7aad01aa114d55c_217) (KPMG LLP, Baltimore, MD, Auditor ID: 185)] | | | [removed: [79](#i549ad6450d8045ca8ea48f5cee33a039_241)] [added: [86](#ied65b554d7a54c6bb7aad01aa114d55c_217)] | | |

| | | | [removed: 12/31/2020] [added: 2021] | | | | | | [removed: 12/31/2019] [added: 2020] | | | [added: | | | 2019 | | |]

| Cash and cash equivalents | | | $ | [removed: 2,151.7] [added: 1,523.1] | | | | | $ | [removed: 1,781.8] [added: 2,151.7] | |

| Accounts receivable and accrued revenue | | | [removed: 863.1] [added: 1,058.3] | | | | | | [removed: 646.6] [added: 863.1] | | |

| Investments | | | [removed: 3,250.8] [added: 2,975.5] | | | | | | [removed: 2,939.8] [added: 3,250.8] | | |

| Assets of consolidated T. Rowe Price investment products [removed: ($2,497.4] [added: ($1,761.5] million at December 31, [removed: 2020] [added: 2021] and [removed: $1,975.3] [added: $2,497.4] million at December 31, [removed: 2019,] [added: 2020,] related to variable interest entities) | | | [removed: 2,695.5] [added: 1,962.8] | | | | | | [removed: 2,276.9] [added: 2,695.5] | | |

| Operating lease assets | | | [removed: 117.6] [added: 201.2] | | | | | | [removed: 110.8] [added: 117.6] | | |

| [removed: Property] [added: Property, equipment] and [removed: equipment,] [added: software,] net | | | [removed: 695.4] [added: 736.2] | | | | | | [removed: 674.4] [added: 695.4] | | |

| Goodwill | | | [removed: 665.7] [added: 2,693.2] | | | | | | 665.7 | | |

| Other assets | | | [removed: 219.2] [added: 445.3] | | | | | | [removed: 234.4] [added: 219.2] | | |

| Total assets | | | $ | [removed: 10,659.0] [added: 12,509.0] | | | | | $ | [removed: 9,330.4] [added: 10,659.0] | |

| Accounts payable and accrued expenses | | | $ | [removed: 187.7] [added: 431.0] | | | | | $ | [removed: 214.5] [added: 187.7] | |

| Liabilities of consolidated T. Rowe Price investment products [removed: ($47.7] [added: ($36.2] million at December 31, [removed: 2020] [added: 2021] and [removed: $27.0] [added: $47.7] million at December 31, [removed: 2019,] [added: 2020,] related to variable interest entities) | | | [removed: 57.7] [added: 51.5] | | | | | | [removed: 39.2] [added: 57.7] | | |

| Operating lease liabilities | | | [removed: 154.1] [added: 249.2] | | | | | | [removed: 146.3] [added: 154.1] | | |

| Accrued compensation and related costs | | | [removed: 133.6] [added: 256.8] | | | | | | [removed: 112.1] [added: 133.6] | | |

| Supplemental savings plan liability | | | [removed: 772.2] [added: 882.6] | | | | | | [removed: 563.4] [added: 772.2] | | |

| Income taxes payable | | | [removed: 85.0] [added: 77.9] | | | | | | [removed: 31.8] [added: 85.0] | | |

| Total liabilities | | | [removed: 1,390.3] [added: 2,255.3] | | | | | | [removed: 1,107.3] [added: 1,390.3] | | |

| Redeemable non-controlling interests | | | [removed: 1,561.7] [added: 982.3] | | | | | | [removed: 1,121.0] [added: 1,561.7] | | |

| Common stock, $.20 par value—authorized 750,000,000; issued [removed: 227,965,000] [added: 229,175,000] shares at December 31, [removed: 2020] [added: 2021] and [removed: 235,214,000] [added: 227,965,000] at December 31, [removed: 2019] [added: 2020] | | | [removed: 45.6] [added: 45.8] | | | | | | [removed: 47.0] [added: 45.6] | | |

| Additional capital in excess of par value | | | [removed: 654.6] [added: 919.8] | | | | | | 654.6 | | |

| Retained earnings | | | [removed: 7,029.8] [added: 8,083.6] | | | | | | [removed: 6,443.5] [added: 7,029.8] | | |

| Accumulated other comprehensive loss | | | [removed: (23.0)] [added: (26.5)] | | | | | | [removed: (43.0)] [added: (23.0)] | | |

| Total permanent stockholders' equity | | | [removed: 7,707.0] [added: 9,271.4] | | | | | | [removed: 7,102.1] [added: 7,707.0] | | |

| Total liabilities, redeemable non-controlling interests and permanent stockholders’ equity | | | $ | [removed: 10,659.0] [added: 12,509.0] | | | | | $ | [removed: 9,330.4] [added: 10,659.0] | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Investment advisory fees | | | $ | [removed: 5,693.1] [added: 7,098.1] | | | | | $ | [removed: 5,112.5] [added: 5,693.1] | | | | | $ | [removed: 4,850.6] [added: 5,112.5] | |

| Administrative, distribution, and servicing fees | | | [removed: 513.6] [added: 573.8] | | | | | | [removed: 505.4] [added: 513.6] | | | | | | [removed: 522.0] [added: 505.4] | | |

| Net revenues | | | [removed: 6,206.7] [added: 7,671.9] | | | | | | [removed: 5,617.9] [added: 6,206.7] | | | | | | [removed: 5,372.6] [added: 5,617.9] | | |

| Compensation and related costs | | | [removed: 2,182.4] [added: 2,383.0] | | | | | | [removed: 1,969.2] [added: 2,182.4] | | | | | | [removed: 1,808.6] [added: 1,969.2] | | |

| Distribution and servicing costs | | | [removed: 278.5] [added: 373.9] | | | | | | [removed: 262.5] [added: 278.5] | | | | | | [removed: 281.2] [added: 262.5] | | |

| Advertising and promotion | | | [removed: 83.7] [added: 100.2] | | | | | | [removed: 96.8] [added: 83.7] | | | | | | [removed: 99.6] [added: 96.8] | | |

| [removed: Product-related] [added: Product and recordkeeping related] costs | | | [removed: 155.5] [added: 236.3] | | | | | | [removed: 153.2] [added: 155.5] | | | | | | [removed: 157.1] [added: 153.2] | | |

| Technology, occupancy, and facility costs | | | [removed: 444.8] [added: 484.9] | | | | | | [removed: 427.3] [added: 444.8] | | | | | | [removed: 383.9] [added: 427.3] | | |

| Intangible assets | | | 913.4 | | | | | | — | | |

| Contingent consideration liability | | | 306.3 | | | | | | — | | |

| Total stockholders' equity attributable to T. Rowe Price Group, Inc. | | | 9,022.7 | | | | | | 7,707.0 | | |

| Non-controlling interests in consolidated entities | | | 248.7 | | | | | | — | | |

| Acquisition, net of cash acquired | | | (2,450.8) | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances at December 31, 2020 | | | 227,965 | | | | | | $ | 45.6 | | | | | $ | 654.6 | | | | | $ | 7,029.8 | | | | | $ | (23.0) | | | | | $ | 7,707.0 | | | | | $ | — | | $ | 7,707.0 | | | | | $ | 1,561.7 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 3,082.9 | | | | | | — | | | | | | 3,082.9 | | | | | | — | | | 3,082.9 | | | | | | 15.6 | | |

| Special cash dividend declared ($3.00 per share) | | | — | | | | | | — | | | | | | — | | | | | | (699.5) | | | | | | — | | | | | | (699.5) | | | | | | — | | | (699.5) | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Common shares repurchased | | | (5,941) | | | | | | (1.2) | | | | | | (809.4) | | | | | | (325.4) | | | | | | — | | | | | | (1,136.0) | | | | | | — | | | (1,136.0) | | | | | | — | | |

| Common shares issued for acquisition | | | 4,447 | | | | | | .9 | | | | | | 880.6 | | | | | | — | | | | | | — | | | | | | 881.5 | | | | | | — | | | 881.5 | | | | | | — | | |

| Non-controlling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 248.7 | | | 248.7 | | | | | | — | | |

| Balances at December 31, 2021 | | | 229,175 | | | | | | $ | 45.8 | | | | | $ | 919.8 | | | | | $ | 8,083.6 | | | | | $ | (26.5) | | | | | $ | 9,022.7 | | | | | $ | 248.7 | | $ | 9,271.4 | | | | | $ | 982.3 | |

On December 29, 2021, we completed our acquisition of Oak Hill Advisors, L.P., a leading alternative credit manager, and other entities that have common ownership (collectively, "OHA").

We acquired 100% of the equity interests of Oak Hill Advisors, L.P., 100% of the equity interests in entities that make co-investments in certain affiliated private investment funds (the "co-investment entities") and a majority of the equity interests in entities that have interests in general partners of affiliated private investment funds and are entitled to a disproportionate allocation of income (the "carried interest entities").

The acquisition accelerates our expansion into alternatives investment markets and complements our existing global platform and ongoing strategic initiatives in our core investments and distribution capabilities.

OHA and its advisory affiliates provide investment advisory, asset management and other advisory services primarily to affiliated private investment funds and private accounts investing in leveraged loans, high yield bonds, structured products, private lending, distressed securities and turnaround investments.

Rowe Price Group, Inc. recorded the assets acquired and liabilities assumed at their acquisition date fair values on its consolidated balance sheets as of the close date.

Further, T.

Rowe Price Group, Inc. did not record any 2021 OHA financial results in its consolidated statements of income or comprehensive income as the OHA activity between the closing date and December 31, 2021 was deemed immaterial.

Business Combinations

We account for business combinations under the acquisition method of accounting, whereby we recognize assets acquired and liabilities assumed, including separately identified intangible assets, contingent liabilities, and non-controlling interests, based on the fair value estimates as of the date of the acquisition.

Any excess purchase consideration over the fair value of the identified net assets acquired is recognized as goodwill.

During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded in earnings.

In addition, in connection with the OHA acquisition, we acquired a majority of the carried interest entities.

These carried interest entities are considered VIEs and T.

The total assets, liabilities, and non-controlling interests of these consolidated VIEs as of December 31, 2021 were $692.7 million, $56.4 million, and $248.7 million, respectively.

Further, these carried interest entities hold general partner interests in affiliated private investment funds that are VIEs, though these carried interest entities were determined to not be the primary beneficiary, and therefore, these affiliated private investment funds are not consolidated.

*Non-controlling interests in consolidated entities*

As a result of the OHA acquisition, we recognized non-controlling interests in the consolidated carried interest entities and present it as a component of permanent equity in our consolidated balance sheets.

The non-controlling interests represent the minority interest held by limited partnerships controlled by employees, one of which is a member of our Board of Directors.

Beginning in 2022, income (loss) will be allocated to these non-controlling interests based on the carried interest entity contractual arrangements that govern the allocation of income (loss), such as net income allocable to T.

Rowe Price.

*Investments in affiliated private investment funds*

| Nonrecurring recoveries related to Dell appraisal rights matter | | | — | | | | | | — | | | | | | (15.2) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balances at December 31, 2017 | | | 245,111 | | | | | | $ | 49.0 | | | | | $ | 846.1 | | | | | $ | 4,932.9 | | | | | $ | (3.6) | | | | | $ | 5,824.4 | | | | | $ | 992.8 | |

| Cumulative effect adjustment upon adoption of new financial instruments and accumulated other comprehensive income guidance on January 1, 2018(2) | | | — | | | | | | — | | | | | | — | | | | | | 22.4 | | | | | | (7.9) | | | | | | 14.5 | | | | | | — | | |

| Reclassification adjustment of stranded tax benefits on currency translation adjustments upon adoption of new AOCI(1) guidance on January 1, 2018 | | | — | | | | | | — | | | | | | — | | | | | | 2.3 | | | | | | (2.3) | | | | | | — | | | | | | — | | |

| Balances at January 1, 2018 | | | 245,111 | | | | | | 49.0 | | | | | | 846.1 | | | | | | 4,957.6 | | | | | | (13.8) | | | | | | 5,838.9 | | | | | | 992.8 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,837.5 | | | | | | — | | | | | | 1,837.5 | | | | | | (68.8) | | |

| Common shares repurchased | | | (10,836) | | | | | | (2.1) | | | | | | (461.4) | | | | | | (636.1) | | | | | | — | | | | | | (1,099.6) | | | | | | — | | |

| Balances at December 31, 2019 | | | 235,214 | | | | | | $ | 47.0 | | | | | $ | 654.6 | | | | | $ | 6,443.5 | | | | | $ | (43.0) | | | | | $ | 7,102.1 | | | | | $ | 1,121.0 | |

*(2)* *Includes the reclassification of $1.7 million of stranded income taxes on available-for-sale investments resulting from U.S. tax law changes enacted on December 22, 2017, from accumulated other comprehensive income to retained earnings.*

T.

NEW ACCOUNTING GUIDANCE.

We adopted Accounting Standards Update No. 2018-15 — Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract on January 1, 2020 using the prospective method of adoption.

This update required implementation costs incurred in cloud computing arrangements to be deferred and recognized over the term of the hosting arrangement.

A hosting arrangement is an agreement that allows customers, like us, to access and use software on an as-needed basis without having possession of the software.

Beginning January 1, 2020, we were required to defer such qualifying implementation costs.

We have capitalized an immaterial amount of implementation costs incurred in a cloud computing arrangement.

Accordingly, the adoption of this guidance did not have a material impact on our consolidated balance sheets or our consolidated statements of income.

U.S. ECONOMIC RELIEF LEGISLATION.

On March 27, 2020, the U.S. enacted the Coronavirus Aid, Relief and Economic Security ("CARES") Act.

The CARES Act provides economic relief to eligible businesses and individuals impacted by the novel coronavirus pandemic.

The CARES Act's provisions will not have a material impact on our financial position and results of operations.

Further, on December 27, 2020, the U.S. enacted the Consolidated Appropriations Act ("CAA").

The CAA provides additional economic relief to eligible businesses and individuals impacted by the coronavirus pandemic as well as extending certain provisions of the CARES Act.

We are currently reviewing the CAA, but we do not expect it to have a material impact on our financial position and results of operations.

Along with VIEs that we consolidate, we also hold variable interests in other VIEs, including several investment partnerships that are not consolidated because we are not the primary beneficiary.

| | | | 2018 | | | | | | | | | | | | | | | | | | | | |

| U.S. mutual funds | | | $ | 3,375.0 | | | | | $ | 302.2 | | | | | $ | 138.0 | | | | | $ | 3,815.2 | |

| | | | $ | 4,850.6 | | | | | $ | 384.0 | | | | | $ | 138.0 | | | | | $ | 5,372.6 | |

In the second quarter of 2020, we changed our fee structure of the target date retirement funds such that our investment advisory fee revenue is now earned at the target date retirement fund level rather than at the underlying mutual fund level.

As a result, we have modified our investment advisory fee and assets under management presentation below to separately disclose the fees earned from clients and related assets under management of our multi-asset portfolios.

All prior periods have been recast to conform to this new presentation and to provide comparability.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | $ | 170.8 | | | | | $ | 184.6 | |

We do not

value any investments using Level 3 inputs.

| | | | $ | 188.1 | | | | | $ | 2,449.7 | | | | | $ | 2,637.8 | | | | | $ | 289.4 | | | | | $ | 1,948.3 | | | | | $ | 2,237.7 | |

| Cash and cash equivalents at end of year | | | $ | 7.1 | | | | | $ | 97.7 | | | | | $ | 104.8 | | | | | $ | 9.9 | | | | | $ | 66.6 | | | | | $ | 76.5 | | | | | $ | 18.5 | | | | | $ | 51.6 | | | | | $ | 70.1 | |

Our management, including our principal executive and principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2020.][added: 2021.]

Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures as of December 31, [removed: 2020,] [added: 2021,] are effective at the reasonable assurance level to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, including our Form 10-K annual report, is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive and principal financial officers, has evaluated any change in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2020,] [added: 2021,] and has concluded that there was no change during the fourth quarter of [removed: 2020] [added: 2021] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

On December 29, 2021, T.

Rowe Price Group, Inc. completed its acquisition of Oak Hill Advisors, L.P., (OHA) and certain other entities that had common ownership that was accounted for as a business combination.

Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to OHA.

Total assets of OHA that were excluded from management’s assessment constitute 6% of the Company’s consolidated total assets as of December 31, 2021.

Management’s basis for exclusion included the complexity of the acquired business, the timing between acquisition and fiscal year end, and expected integration plans during the fiscal year ending December 31, 2022.

None.

On February 11, 2021, we issued a press release announcing that Robert W.

Sharps has been named T.

Rowe Price's President, Head of Investments and Chief Investment Officer, and that Ms. Céline S.

Dufétel has been named our Chief Operating Officer, in addition to her role as our Chief Financial Officer and Treasurer.

On February 9, 2021, our Board of Directors approved the amendment and restatement of T.

Rowe Price Group, Inc.'s Amended and Restated By-Laws (the “By-Laws”), effective February 9, 2021.

The By-Laws include the following amendment:

Article 4, Sections 4.01 and 4.03 of the By-Laws have been amended primarily to allow T.

Rowe Price to appoint a President who is not a director of T.

Rowe Price.

The foregoing description is qualified in its entirety by the By-Laws which are attached hereto as Exhibit 3.1

20

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Stockholders of T.

Rowe Price Group, Inc.:

We, together with other members of management of T.

Rowe Price Group, Inc., (the "Company") are responsible for establishing and maintaining adequate internal control over the Company’s financial reporting.

Internal control over financial reporting is the process designed under our supervision, and effected by the Company’s Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

There are inherent limitations in the effectiveness of internal control over financial reporting, including the possibility that misstatements may not be prevented or detected.

Accordingly, even effective internal controls over financial reporting can provide only reasonable assurance with respect to financial statement preparation.

Furthermore, the effectiveness of internal controls can change with circumstances.

Management has evaluated the effectiveness of internal control over financial reporting as of December 31, 2020, in relation to criteria described in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on management’s assessment, we believe that the Company’s internal control over financial reporting was effective as of December 31, 2020.

KPMG LLP, an independent registered public accounting firm, has audited our financial statements that are included in this annual report and expressed an unqualified opinion thereon.

KPMG has also expressed an unqualified opinion on the effective operation of our internal control over financial reporting as of December 31, 2020.

February 11, 2021

/s/ William J.

Stromberg

Chief Executive Officer and Chairman of the Board of Directors

/s/ Céline S.

Dufétel

Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer

20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

T.

Rowe Price Group, Inc.:

*Opinion on Internal Control Over Financial Reporting*

We have audited T.

Rowe Price Group, Inc. and subsidiaries’ (the "Company") internal control over financial reporting as of December 31, 2020, based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Not applicable.

20

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Stockholders of T.

Rowe Price Group, Inc.:

We, together with other members of management of T.

Rowe Price Group, Inc., (the Company) are responsible for establishing and maintaining adequate internal control over the Company’s financial reporting.

Internal control over financial reporting is the process designed under our supervision, and effected by the Company’s Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

There are inherent limitations in the effectiveness of internal control over financial reporting, including the possibility that misstatements may not be prevented or detected.

Accordingly, even effective internal controls over financial reporting can provide only reasonable assurance with respect to financial statement preparation.

Furthermore, the effectiveness of internal controls can change with circumstances.

On December 29, 2021, T.

Rowe Price Group, Inc. completed its acquisition of Oak Hill Advisors, L.P., (OHA) and certain other entities that had common ownership that was accounted for as a business combination.

Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to OHA.

Total assets of OHA that were excluded from management’s assessment constitute 6% of the Company’s consolidated total assets as of December 31, 2021.

Management’s basis for exclusion included the complexity of the acquired business, the timing between acquisition and fiscal year end, and expected integration plans during the fiscal year ending December 31, 2022.

Management has evaluated the effectiveness of internal control over financial reporting as of December 31, 2021, in relation to criteria described in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on management’s assessment, we believe that the Company’s internal control over financial reporting was effective as of December 31, 2021.

KPMG LLP, an independent registered public accounting firm, has audited our financial statements that are included in this annual report and expressed an unqualified opinion thereon.

KPMG has also expressed an unqualified opinion on the effective operation of our internal control over financial reporting as of December 31, 2021.

February 24, 2022

/s/ Robert W.

Sharps

Chief Executive Officer and President

/s/ Jennifer B.

Dardis

Vice President, Chief Financial Officer and Treasurer

20

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

T.

Rowe Price Group, Inc.:

*Opinion on Internal Control Over Financial Reporting*

We have audited T.

Rowe Price Group, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2021, based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and December 31, 2020, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2022 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Oak Hill Advisors, L.P. during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, Oak Hill Advisors, L.P.’s internal control over financial reporting associated with 6% of total assets and 0% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2021.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Oak Hill Advisors, L.P.

*Basis for Opinion*

Other information required by this item is incorporated by reference from the definitive proxy statement required to be filed pursuant to Regulation 14A not later than 120 days after December 31, [removed: 2020] [added: 2021] for the [removed: 2021] [added: 2022] Annual Meeting of our stockholders.

Information required by this item is incorporated by reference from the definitive proxy statement required to be filed pursuant to Regulation 14A not later than 120 days after December 31, [removed: 2020] [added: 2021] for the [removed: 2021] [added: 2022] Annual Meeting of our stockholders.

Information required by this item is incorporated by reference from the definitive proxy statement required to be filed pursuant to Regulation 14A not later than 120 days after December 31, [removed: 2020] [added: 2021] for the [removed: 2021] [added: 2022] Annual Meeting of our stockholders.

Information required by this item is incorporated by reference from the definitive proxy statement required to be filed pursuant to Regulation 14A not later than 120 days after December 31, [removed: 2020] [added: 2021] for the [removed: 2021] [added: 2022] Annual Meeting of our stockholders.

Information required by this item is incorporated by reference from the definitive proxy statement required to be filed pursuant to Regulation 14A not later than 120 days after December 31, [removed: 2020] [added: 2021] for the [removed: 2021] [added: 2022] Annual Meeting of our stockholders.

| The following documents are filed as part of this report. | | | | | | | | | | | | | | | [added: | | |]

| (1) | | | Financial Statements: See Item 8 of Part II of this report. | | | | | | | | | | | | [added: | | |]

| (2) | | | Financial Statement Schedules: None. | | | | | | | | | | | | [added: | | |]

| (3) | | | The following exhibits required by Item 601 of Regulation S-K are filed herewith, except for Exhibit 32 that is furnished herewith. Management contracts and compensatory plans and arrangements are identified with an asterisk (*). | | | | | | | | | | | | [added: | | |]

| | | | 3(i) | | | | | | [Charter of T. Rowe Price Group, Inc., as reflected by Articles of Restatement dated June 20, 2018. (Incorporated by reference from Form 10-Q Quarterly Report filed on July 25, 2018.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316918000018/articlesofrestatementfin.htm) | | | | | | [added: | | |]

| | | | 3.1 | | | | | | [Amended and Restated By-Laws of T. Rowe Price Group, Inc., as of February 9, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/1113169/000111316921000006/exhibit3-1trpgamendedandre.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exhibit3-1trpgamendedandre.htm) [](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exhibit3-1trpgamendedandre.htm)[(Inco](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exhibit3-1trpgamendedandre.htm)[rporated by reference from Form 10-K Annual Report filed on February 11, 2021.)](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exhibit3-1trpgamendedandre.htm)] | | | | | | [added: | | |]

| | | | 4.1 | | | | | | [Description of Capital [removed: Stock](https://www.sec.gov/Archives/edgar/data/1113169/000111316920000008/exhibit41-descriptiono.htm) [(](https://www.sec.gov/Archives/edgar/data/1113169/000111316920000008/exhibit41-descriptiono.htm)[Incorporated] [added: Stock (Incorporated] by reference from Form 10-K Annual Report filed on February 13, [removed: 2020](https://www.sec.gov/Archives/edgar/data/1113169/000111316920000008/exhibit41-descriptiono.htm)[.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316920000008/exhibit41-descriptiono.htm)] [added: 2020.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316920000008/exhibit41-descriptiono.htm)] | | | | | | [added: | | |]

| | | | 10.01.1 | | | | | | [Representative Investment Management Agreement for the T. Rowe Price mutual funds that pay a management fee consisting of two components - a group management fee and individual management fee. (Incorporated by reference from Form 485BPOS filed on July 27, 2017.)](http://www.sec.gov/Archives/edgar/data/313212/000031321217000151/ibhinvestmentmanagemen-20164.htm) | | | | | | [added: | | |]

| | | | 10.01.2 | | | | | | [Representative Investment Management Agreement for the T. Rowe Price mutual funds that pay an individual management fee. (Incorporated by reference from Form 485BPOS filed on August 13, 2015.)](http://www.sec.gov/Archives/edgar/data/858581/000085858115000111/midcapindexfundandicla-20159.htm) | | | | | | [added: | | |]

| | | | 10.01.3 | | | | | | [Representative Investment Management Agreement for the T. Rowe Price mutual funds that pay an all-inclusive fee (i.e., a single fee that covers investment management and ordinary recurring operating expenses). (Incorporated by reference from Form 485BPOS filed on April 23, 2014.)](http://www.sec.gov/Archives/edgar/data/1169187/000116918714000006/icoinvestmentmanagemen-20126.htm) | | | | | | [added: | | |]

| | | | 10.02 | | | | | | [Representative Underwriting Agreement between a T. Rowe Price mutual fund and T. Rowe Price Investment Services, Inc. (Incorporated by reference from Form N-1A/A filed on August 30, 2017.)](http://www.sec.gov/Archives/edgar/data/1689311/000168931117000012/canunderwritingagreeme-20163.htm) | | | | | | [added: | | |]

| | | | 10.03 | | | | | | [Transfer Agency and Service Agreement as of January 1, 2018, between T. Rowe Price Services, Inc. and the T. Rowe Price Funds. (Incorporated by reference from Form 485BPOS filed on April 26, 2018.)](http://www.sec.gov/Archives/edgar/data/902259/000090225918000003/c2018transferagencyagr-20182.htm) | | | | | | [added: | | |]

| | | | 10.04 | | | | | | [Agreement as of January 1, 2018, between T. Rowe Price Retirement Plan Services, Inc. and certain of the T. Rowe Price Funds. (Incorporated by reference from Form 485BPOS filed on April 26, 2018.)](http://www.sec.gov/Archives/edgar/data/902259/000090225918000003/c2018rpsagmt-20183.htm) | | | | | | [added: | | |]

| | | | 10.05 | | | | | | [Fund Accounting Services Agreement as of August 1, 2015 between T. Rowe Price Associates, Inc. and the T. Rowe Price Funds. (Incorporated by reference from Form 485BPOS filed on April 26, 2018.)](http://www.sec.gov/Archives/edgar/data/819930/000081993017000005/retainedfaagmtre-foraugtoaug.htm) | | | | | | [added: | | |]

| | | | 10.08 | | | * | | | [Statements of additional terms and conditions for awards granted under the Amended and Restated 2007 Non-Employee Director Equity Plans after February 12, 2009. (Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2009 filed on April 22, 2009.)](http://www.sec.gov/Archives/edgar/data/1113169/000095013309001209/w73659exv10w08.htm) | | | | | | [added: | | |]

| | | | 10.08.1 | | | * | | | [Amended and Restated 2007 Non-Employee Director Equity Plan. (Incorporated by reference from Form 10-K Annual Report for fiscal year ended December 31, 2015 filed on February 5, 2016.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316916000033/trow-ex10081_bodltiplan.htm) | | | | | | [added: | | |]

| | | | 10.10 | | | * | | | [T. Rowe Price Group, Inc. Outside Directors Deferred Compensation Plan. (Incorporated by reference from Form 10-K for 2004 filed on March 1, 2005.)](http://www.sec.gov/Archives/edgar/data/1113169/000095013305000815/w05557exv10w9.htm) | | | | | | [added: | | |]

| | | | 10.11.1 | | | * | | | [2004 Stock Incentive Plan. (Incorporated by reference from Form DEF 14A filed on February 27, 2004.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316904000023/proxy04.txt) | | | | | | [added: | | |]

| | | | 10.11.2 | | | * | | | [HM Revenue and Customs Approved Sub-Plan for UK Employees under the 2004 Stock Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended June 30, 2010 filed on July 23, 2010.)](http://www.sec.gov/Archives/edgar/data/1113169/000095012310067622/w79032exv10w14w2.htm) | | | | | | [added: | | |]

| | | | 10.11.3 | | | * | | | [First Amendment to 2004 Stock Incentive Plan dated December 12, 2008. (Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2009 filed on April 22, 2009.)](http://www.sec.gov/Archives/edgar/data/1113169/000095013309001209/w73659exv10w17w2.htm) | | | | | | [added: | | |]

| | | | 10.12 | | | * | | | [Forms of agreements available for stock-based awards issued under the 2001 and 2004 Stock Incentive Plans. (Incorporated by reference from Form 10-Q for the quarterly period ended June 30, 2010 filed on July 23, 2010.)](http://www.sec.gov/Archives/edgar/data/1113169/000095012310067622/w79032exv10w15.htm) | | | | | | [added: | | |]

| | | | 10.12.1 | | | * | | | [Forms of agreement for stock options issued under the HM Revenue and Customs Approved Sub-Plan for UK Employees under the 2004 Stock Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended June 30, 2010 filed on July 23, 2010.)](http://www.sec.gov/Archives/edgar/data/1113169/000095012310067622/w79032exv10w15w1.htm) | | | | | | [added: | | |]

| | | | 10.12.2 | | | * | | | [Forms of agreement for stock options issued after February 2, 2012 under the 2004 Stock Incentive Plan. (Incorporated by reference from Form 10-K for 2011 filed on February 3, 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512038736/d292752dex10152.htm) | | | | | | [added: | | |]

| | | | 10.12.3 | | | * | | | [Forms of agreement for restricted stock units issued after February 2, 2012 under the 2004 Stock Incentive Plan. (Incorporated by reference from Form 10-K for 2011 filed on February 3, 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512038736/d292752dex10153.htm) | | | | | | [added: | | |]

| | | | 10.12.4 | | | * | | | [Forms of agreement for restricted stock awards issued after February 2, 2012 under the 2004 Stock Incentive Plan. (Incorporated by reference from Form 10-K for 2011 filed on February 3, 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512038736/d292752dex10154.htm) | | | | | | [added: | | |]

| | | | 10.13 | | | * | | | [Policy for Recoupment of Incentive Compensation. (Incorporated by reference from Form 8-K Current Report as of April 14, 2010 filed on April 16, 2010.)](http://www.sec.gov/Archives/edgar/data/1113169/000095012310035398/w77991exv10w19.htm) | | | | | | [added: | | |]

| | | | 10.14 | | | [added: *] | | | 2[012 Long-term Incentive Plan. (Incorporated by reference from Form DEF14A filed on March 17, 2017)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000016/a2017proxystatement.htm) | | | | | | [added: | | |]

| | | | 10.15.1 | | | * | | | [Forms of agreement for restricted stock awards issued under the 2012 Long-term Incentive Plan. (Incorporated by reference from Form 10-Q Report for the quarterly period ended June 30, 2012 filed on July 25, 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10182.htm) | | | | | | [added: | | |]

| | | | 10.15.2 | | | * | | | [Forms of agreement for restricted stock units issued under the 2012 Long-term Incentive Plan. (Incorporated by reference from Form 10-Q Report for the quarterly period ended June 30, 2012 filed on July 25, 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10183.htm) | | | | | | [added: | | |]

| | | | 10.15.3 | | | * | | | [Forms of agreement of stock options issued under the 2012 Long-term Incentive Plan. (Incorporated by reference from Form 10-Q Report for the quarterly period ended June 30, 2012 filed on July 25, 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10184.htm) | | | | | | [added: | | |]

| | | | 10.15.4 | | | * | | | [HM Revenue and Customs Approved Sub-Plan for UK Employees under the 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2013 filed on April 24, 2013.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316913000020/trow-ex10185_q12013x10q.htm) | | | | | | [added: | | |]

| | | | 10.15.5 | | | * | | | [Forms of Agreement for Stock Options issued under the HM Revenue and Customs Approved Sub-Plan for UK Employees under the 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2013 filed on April 24, 2013.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316913000020/trow-ex10186_q12013x10q.htm) | | | | | | [added: | | |]

| | | | 10.15.6 | | | * | | | [Form of Statement of Additional Terms Regarding Awards of Restricted Stock Units (Version 3A) issued on or after December 6, 2017 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 8-K Current Report filed on December 12, 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_101xstmtofaddtlter.htm) | | | | | | [added: | | |]

| | | | 10.15.7 | | | * | | | [Form of Statement of Additional Terms Regarding Awards of Restricted Stock Units (Version 3B) issued on or after December 6, 2017 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 8-K Current Report filed on December 12, 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_102xstmtaddtlterms.htm) | | | | | | [added: | | |]

| | | | 10.15.8 | | | * | | | [Form of Statement of Additional Terms Regarding Awards of Stock Options (Version 3A) issued on or after December 6, 2017 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 8-K Current Report filed on December 12, 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_103xstmtaddtlterms.htm) | | | | | | [added: | | |]

| | | | 10.15.9 | | | * | | | [Form of Statement of Additional Terms Regarding Awards of Stock Options (Version 3B) issued on or after December 6, 2017 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 8-K Current Report filed on December 12, 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_104xstmtofaddtlter.htm) | | | | | | [added: | | |]

| | | | 10.15.10 | | | * | | | [Form of Notice of Grant of Restricted Stock Units Award issued on or after December 6, 2017 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 8-K Current Report filed on December 12, 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit105.htm) | | | | | | [added: | | |]

| | | | 10.15.11 | | | * | | | [Form of Statement of Additional Terms Regarding Awards of Restricted Stock Units (Version 4A) issued on or after December 9, 2018 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended September 30, 2018 filed on October 25, 2018.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316918000023/trow-ex101812.htm) | | | | | | [added: | | |]

| | | | 10.15.12 | | | * | | | [Form of Statement of Additional Terms Regarding Awards of Restricted Stock Units (Version 4B) issued on or after December 9, 2018 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended September 30, 2018 filed on October 25, 2018.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316918000023/trow-ex101813.htm) | | | | | | [added: | | |]

| | | | 10.15.13 | | | * | | | [Form of Notice of Grant of Restricted Stock Units Award issued under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan (Incorporated by reference from Form 10-K Annual Report filed on February 13, 2020.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316920000008/exhibit101814noticeofg.htm) | | | | | | [added: | | |]

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Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 11, 2021.][added: 24, 2022.]

Stromberg, [removed: Chief Executive Officer and] Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 11, 2021.][added: 24, 2022.]

[removed: Stromberg,] [added: Sharps,] Chief Executive Officer and [removed: Chairman of the Board of Directors] [added: President] (Principal Executive Officer)

[removed: Dufétel,] [added: Dardis,] Vice President, Chief [removed: Operating Officer, Chief] Financial Officer and Treasurer [added: (Principal Financial Officer)]

By: /s/ Robert W.

/s/ Robert W.

Sharps, Chief Executive Officer, President, and Director (Principal Executive Officer)

/s/ Glenn R.

August, Director

/s/ Eileen P.

Rominger, Director

/s/ Jennifer B.

By: /s/ William J.

/s/ Céline S.

(Principal Financial Officer)