T. Rowe Price (TROW) 10-K risk factor changes: FY2022 vs FY2021

Page [removed: 14][added: 24]

A majority of our revenues are based on contracts with [removed: the U.S. mutual] [added: collective investment] funds that are subject to termination without cause and on short notice.

We provide investment advisory, distribution, and other administrative services to [removed: the U.S. mutual] [added: collective investment] funds under various agreements.

Rowe Price [removed: mutual] [added: collective investment] fund under individual investment management [removed: agreements.][added: agreements, which can be terminated on short notice.]

[removed: The] [added: In addition the] Board of each T.

Rowe Price [added: U.S.] mutual fund must annually approve the terms of the investment management and service [removed: agreements and can terminate the agreement upon 60-days' notice.][added: agreements.]

Rowe Price [removed: mutual] [added: collective investment] fund seeks to lower the fees that we receive or terminate its contract with us, we would experience a decline in fees earned from the [removed: U.S. mutual] [added: collective investment] funds, which could have a material adverse effect on our revenues and net income.

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 [added: adversely impacted.]

There can be no assurance that these [removed: vendors] [added: service providers] will properly perform these processes or that there will not be interruptions in services from these third parties.

New investment strategies, investment vehicles, distribution channels, [added: advancement in technology and digital wealth and distribution tools] or other evolutions of 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.

[removed: Significant business] [added: Business] changes may require us to update our processes or technology and may increase risk to meeting our business objectives.

In addition, our information systems and technology platforms might not be able to accommodate our [removed: continued growth,] [added: business operations,] and the cost of maintaining such systems might increase from its current level.

Our business model is dependent on our personnel, [removed: as well as others involved in our business, such as third-party vendors, providers and other intermediaries,] who [added: as part of their roles] 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 [removed: us, and all of which are subject to potential human errors.][added: us.]

Our personnel and [added: the personnel of] others involved in our business may make errors [added: or engage in fraudulent or malicious activities,] 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.

Our brand is a valuable intangible asset, but it is vulnerable to a variety of threats that can be difficult or impossible to control, and costly or even impossible to [removed: remediate.][added: remediate, if damaged.]

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

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

[removed: Any damage to our brand] could impede our ability to attract and retain clients and key personnel, and reduce the amount of assets under our management, any of which could have a material adverse effect on our revenues and net income.

- changes in the costs incurred for third-party [removed: vendors] [added: service providers] that perform certain administrative and operating services;

- a future impairment of goodwill [added: or other intangible assets] that is recognized in our consolidated balance sheet;

- disruptions of third-party services such as communications, power, [removed: and mutual fund] [added: cloud services,] transfer agent, investment management, trading, and accounting systems.

If we fail to accurately estimate our underlying expense levels or are required to incur expenses relating to the [added: U.S.] mutual funds that are not otherwise paid by the funds, our operating results will be adversely affected.

[removed: Rowe Price] [added: While we are under no obligation to provide financial support to any sponsored] investment products, any financial support provided would reduce capital available for other purposes and may have an adverse effect on revenues and net income.

We employ hedging strategies related to our supplemental savings plan in order to hedge the liability related [removed: thereto.][added: to the plan.]

Amendments to tax laws may impact the marketability of the products and services we offer our clients or [removed: the] [added: our] financial [removed: position of the Company.][added: position.]

- decreasing investment valuations in, and returns on, the investment portfolios that we [removed: manage,][added: manage;]

- causing disruptions in national or global economies that decrease investor confidence and make investment products generally less [removed: attractive,][added: attractive;]

- incapacitating or inflicting losses of lives among our [removed: employees,][added: employees;]

- interrupting our business operations or those of critical service [removed: providers,][added: providers or other providers;]

- triggering technology delays or [removed: failures,] [added: failures;] and

We also rely to varying degrees on outside [removed: vendors] [added: service providers] for service delivery in addition to technology and disaster contingency support, and we cannot be assured that these [removed: vendors] [added: service providers] will be able to perform in an adequate and timely manner.

[removed: Since early 2020,] [added: Over the last several years, the] global financial markets have been monitoring and reacting to the novel coronavirus pandemic.

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

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, [removed: providers,] [added: service providers and other vendors,] suppliers, lessees, and other third parties, and negatively impact our assets under management ("AUM"), revenues, income, business and operations.

Furthermore, while we have in place robust and well-established [added: plans for operational resiliency and] business continuity [removed: 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, 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.

In addition, related investment income has fluctuated significantly over the years depending upon the performance of our corporate investments, including the impact of market conditions and interest rates, and the size of our corporate money market and longer-term [removed: mutual] [added: collective investment] fund holdings.

[removed: A] [added: Furthermore, 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 [added: portfolio investment return exceeds agreed-upon relative or absolute investment return thresholds, and there can be no assurance that these thresholds will be met.]

Our international operations require us to comply with the legal and regulatory requirements of various foreign jurisdictions and expose us to [removed: the] political [removed: consequences of operating] [added: environments and risks that can compare less favorably than those] in [removed: foreign jurisdictions.][added: the United States.]

Our success depends on our highly skilled personnel, including our portfolio managers, investment analysts, sales and client relationship personnel, [added: technology] and [added: operations professionals, and] corporate officers, many of whom have specialized expertise and extensive experience in our industry.

Furthermore, many aspects of the asset management industry are seeing increased regulatory activity and scrutiny, in particular related to ESG practices and related matters, transparency and unbundling of fees, inducements, conflicts of interest, risk management, cybersecurity, technology, diversity, equity and inclusion, and compensation.

We may respond to these regulatory matters or may be impacted by these actions in a manner different from our competitors, which may impact our AUM or result in the loss of clients and their assets.

The failure or negative performance of products offered by competitors may cause our products, which are similar, to be impacted irrespective of our performance.

Many competitors offer similar products to those offered by us, and the failure or negative performance of competitors’ products could lead to a loss of confidence in similar products we offer, irrespective of the performance of such products.

Any loss of confidence in a product type could lead to withdrawals, redemptions and liquidity issues in such products, which may cause our AUM, revenue and earnings to decline.

We also rely on the personnel of others involved in our business, such as third-party service providers, intermediaries or other vendors.

Furthermore, ESG issues have been the subject of increased focus by regulators and stakeholders.

Additionally, various stakeholders have divergent views on ESG matters, including in the countries in which we operate and invest, as well as states and localities where we serve public sector clients.

These differences increase the risk that any action or lack thereof by us concerning ESG will be perceived negatively by some stakeholders and could adversely impact our reputation and business.

Our global presence and investments on behalf of our clients around the world could also lead to heightened scrutiny and criticism in an increasingly fragmented geopolitical landscape.

Any damage to our brand

Failure to comply with client contractual requirements and/or investment guidelines could result in costs of correction, damage awards or regulatory fines and penalties against us and loss of revenues due to client terminations.

Many of the agreements under which we manage assets or provide products or services specify investment guidelines or requirements, such as adherence to investment restrictions or limits, that we are required to observe in the provision of our services.

Laws and regulations impose similar requirements for certain investment products.

A failure to comply with these guidelines or requirements could result in damage to our reputation or in our clients seeking to recover losses, withdrawing their assets or terminating their contracts.

Regulators likewise may commence enforcement actions for violations of such requirements, which could lead to fines and penalties against us.

Any such effects could cause our revenues and profitability to decline.

We maintain various compliance procedures and other controls to seek to prevent, detect and correct such errors.

Significant errors for which we are responsible could impact our reputation, results of operations, financial condition or liquidity.

Increasing competition for these distribution and sales channels as well as regulatory changes and initiatives may cause our distribution costs to rise, could cause further cost increases in the future, or could otherwise negatively impact the distribution of our products.

A failure to maintain our third-party distribution and sales channels, or a failure to maintain strong business relationships with our distributors and other intermediaries, may impair our distribution and sales operations.

Any inability to access and successfully sell our products to clients through such third-party channels could have a negative effect on our level of AUM and adversely impact our business.

Moreover, we can provide no assurance that we will continue to have access to the third-party financial intermediaries that currently distribute our products, or that we will continue to have the opportunity to offer all or some of our existing products through them.

The soundness of other financial services institutions could adversely affect us or the client portfolios we manage.

Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships.

We, and the client portfolios that we manage, have exposure to many different counterparties, and routinely execute transactions with counterparties in the financial services industry.

Many of these transactions expose us or such client portfolios to credit risk in the event of default of its counterparty.

While we regularly conduct assessments of such risk posed by counterparties, the risk of non-performance by such parties is subject to sudden swings in the financial and credit markets.

Such non-performance could produce a financial loss for us or the portfolios we manage.

Climate change-related risks could adversely affect our business, products, operations and clients, which may cause our AUM, revenue and earnings to decline.

Our business and those of our clients could be impacted by climate change-related risks.

Climate change may present risk to our business through changes in the physical climate or from the process of transitioning to a lower-carbon economy.

Climate-related physical risks arise from the direct impacts of a changing climate in the short- and long-term.

Such risks may include the risks of extreme weather events and changes in temperature, which may damage infrastructure and facilities, as well as disrupt connectivity or supply chains.

Climate-related transition risks arise from exposure to the transition to a lower-carbon economy through policy, regulatory, technology and market

changes.

For instance, new regulations or guidance relating to climate change, as well as the perspectives of stakeholders regarding climate change, may impact our business and reputation, which could increase costs on our business.

Climate-related physical and transition risks could impact us both directly and indirectly through adverse impacts to our clients, including as a result of declines in asset values, changes in client preferences, increased regulatory and compliance costs and significant business disruptions.

Any of these risks may cause our AUM, revenue and earnings to decline.

- the inability to transact in various investments or to repatriate the proceeds from our investments from countries outside the U.S.;

adversely impacted.

While we are under no obligation to provide financial support to any T.

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

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.

- The Federal Reserve Board has adopted final regulations related to non-bank Systemically Important Financial Institutions ("SIFIs"), and other jurisdictions are contemplating similar regulation.

At this time, US regulators have not designated mutual funds or traditional asset managers as non-bank SIFIs.

However, if any T.

Rowe Price fund or T.

Rowe Price affiliate was deemed a SIFI, increased regulatory oversight would apply to our business, which may include enhanced capital, liquidity, leverage, stress testing, resolution planning, and risk management requirements.

Rowe Price investment products to use futures, swaps, and other derivatives.

- We remain subject to various state, federal and international laws and regulations related to data privacy and protection of data we maintain concerning our clients and employees.

For example, California enacted the California Consumer Privacy Act of 2018 (the "CCPA") effective in January 1, 2020, which, among other things, significantly increased compliance obligations and the potential penalties for non-compliance, and California voters in November 2020 approved a replacement of this law effective January 1, 2023 with a new law that expands various requirements.

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

United Kingdom exit from European Union.

We have a significant locally authorized and regulated presence in the United Kingdom (“UK”) to support our global investment management business.

We have realigned our European Union ("EU") and UK operations in response to the UK exit (“Brexit”) from the EU; however, we cannot predict the ultimate impact of Brexit on our operations or our business.

We remain committed to our clients, associates and business expansion across the region.

- subject us to regulatory action and potential litigation, and

Governmental authorities throughout the U.S. and around the world have enacted or are considering similar types of legislative and regulatory proposals concerning data protection.

Additionally, the Federal Trade Commission and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the collection, use, dissemination and security of data.

Our [removed: 2021] [added: 2022] 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 [removed: T.][added: sponsored products.]

[removed: Rowe Price products include: open-ended investment products offered to investors outside the U.S. and products offered through variable annuity life insurance plans in the U.S.] We also provide certain investment advisory clients with related administrative services, including distribution, mutual fund transfer agent, accounting, and shareholder services; participant recordkeeping and transfer agent services for defined contribution retirement plans; brokerage; trust services; and non-discretionary advisory services through model delivery.

We are investing in key capabilities, including investment professionals, distribution professionals, technologies, and new product [removed: offerings; and, most importantly, we] [added: offerings in order to] provide our clients with strong investment management expertise and service.

Page [removed: 27][added: 51]

[added: 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.

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

[removed: Stocks in most emerging European markets appreciated, but] [added: However,] Turkish [removed: shares and the lira plunged] [added: stocks soared] as the central bank reduced [removed: short-term] interest rates in the [removed: final months] [added: latter half] of the year despite elevated inflation.

Returns of several major equity market indexes for [removed: 2021] [added: 2022] are as follows:

| S&P 500 Index | | | [removed: 28.7%] [added: (18.1)%] | | |

| NASDAQ Composite Index(1) | | | [removed: 21.4%] [added: (33.1)%] | | |

| Russell 2000 Index | | | [removed: 14.8%] [added: (20.4)%] | | |

| MSCI EAFE (Europe, Australasia, and Far East) Index | | | [removed: 11.8%] [added: (14.0)%] | | |

| MSCI Emerging Markets Index | | | [removed: (2.2)%] [added: (19.7)%] | | |

The 10-year U.S. Treasury note yield increased from [removed: 0.93% to] 1.52% [added: to 3.88%] in [removed: 2021.][added: 2022.]

Page [removed: 28][added: 52]

Returns of several major bond market indexes for [removed: 2021] [added: 2022] are as follows:

| Bloomberg Barclays U.S. Aggregate Bond Index | | | [removed: (1.5)%] [added: (13.0)%] | | |

| JPMorgan Global High Yield Index | | | [removed: 4.9%] [added: (10.2)%] | | |

| Bloomberg Barclays Municipal Bond Index | | | [removed: 1.5%] [added: (8.5)%] | | |

| Bloomberg Barclays Global Aggregate Ex-U.S. Dollar Bond Index | | | [removed: (7.1)%] [added: (18.7)%] | | |

| JPMorgan Emerging Markets Bond Index Plus | | | [removed: (4.5)%] [added: (24.7)%] | | |

Assets under management ended [removed: 2021] [added: 2022] at [removed: $1,687.8] [added: $1,274.7] billion, [removed: an increase] [added: a decrease] of [removed: $217.3] [added: $413.1] billion from the end of [removed: 2020.][added: 2021.]

[removed: The acquisition] [added: As] of [removed: OHA completed on] December [removed: 29, 2021 included] [added: 31, 2022, OHA had] $57 billion of capital under management (which includes net [removed: assets] [added: asset] value, portfolio value and/or unfunded [removed: capital), of which $46.9 million of fee-basis assets under management are included in the assets under management in the tables below.][added: capital).]

Clients transferred [removed: $23.8] [added: $12.4] billion in net assets from the U.S. mutual funds primarily to collective investment trusts, of which [removed: $16.2] [added: $8.7] billion transferred into the retirement date trusts.

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

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

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

| Distributions not reinvested | | | | | | [removed: (1.8)] [added: (3.3)] | | | | | | — | | | | | | — | | | | | | [removed: —] | | | | | | [removed: (1.8)] [added: (3.3)] | | |

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

| 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: —] | | | | | | [removed: 5.6] [added: (28.5)] | | |

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

| 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: —] | | | | | | [removed: 5.6] [added: (28.5)] | | |

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

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

| Acquired assets under management | | | | | | — | | | | | | — | | | | | | 1.2 | | | | | | [removed: —] | | | | | | 1.2 | | |

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

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

| Net cash flows before client transfers | | | | | | [removed: (4.9)] [added: (43.1)] | | | | | | [removed: (34.0)] [added: (23.8)] | | | | | | [removed: 10.4] [added: 5.2] | | | | | | [removed: —] | | | | | | [removed: (28.5)] [added: (61.7)] | | |

| Client [removed: transfers(1)] [added: transfers] | | | | | | (23.8) | | | | | | 2.7 | | | | | | 21.1 | | | | | | [removed: —] | | | | | | — | | |

| Net cash flows after client transfers | | | | | | [removed: (28.7)] [added: (55.5)] | | | | | | [removed: (31.3)] [added: (22.3)] | | | | | | [removed: 31.5] [added: 16.1] | | | | | | [removed: —] | | | | | | [removed: (28.5)] [added: (61.7)] | | |

The other sponsored products include: open-ended investment products offered to investors outside the U.S., products offered through variable annuity life insurance plans in the U.S., affiliated private investment funds and collateralized loan obligations.

We manage a broad mix of equity, fixed income, multi-asset, alternative, and money market asset classes and solutions that meet the varied needs and objectives of individual and institutional investors.

Alternative credit strategies continue to be in demand from investors

Major U.S. stock indexes fell sharply in 2022, the worst year for equities since the 2008 global financial crisis.

Growth stocks significantly underperformed value stocks across all markets.

Investors shunned riskier assets in response to Russia’s invasion of Ukraine, elevated inflation exacerbated by rising commodity prices and global supply chain disruptions, surging U.S. Treasury yields, and the U.S. Federal Reserve’s ("Federal Reserve") short-term interest rate increases starting in March.

Although many indexes finished the year above their lowest levels of 2022, the year ended with many investors concerned that ongoing Federal Reserve rate hikes would hurt corporate earnings and push the economy into a recession in 2023.

Stocks in developed non-U.S. markets declined in 2022, as elevated inflation prompted many central banks to tighten their monetary policies.

A stronger U.S. dollar versus major currencies exacerbated local losses in dollar terms.

Developed European and Asian markets fell broadly in dollar terms, though stocks in the UK, Hong Kong, and Australia held up relatively well.

Stocks in emerging markets fared worse than developed non-U.S. markets in 2022.

Emerging Asian markets were mostly lower in dollar terms, especially South Korea, Taiwan, and China.

In emerging Europe, many markets declined amid close proximity to the Russian-Ukrainian conflict.

Several markets in Latin America performed well, thanks in part to elevated commodity prices for much of the year.

Global bond returns were broadly negative as bond market interest rates climbed worldwide and many central banks increased their key interest rates to fight inflation.

In the U.S., yields rose across the Treasury yield curve, with short- and intermediate-term yields rising above longer-term yields—often a signal of an approaching recession—as the Federal Reserve raised the fed funds target rate from near-zero in March to the 4.25% to 4.50% range by the end of the year.

In the U.S. taxable investment-grade universe, corporate bonds fell sharply as interest rates rose and credit spreads widened.

Treasury and mortgage-backed securities also fared poorly.

Asset-backed securities held up relatively well but still produced losses.

Tax-free municipal bonds declined but outperformed the taxable bond market.

High yield bonds also fared poorly as credit spreads widened.

Bonds in developed non-U.S. markets declined in 2022, as interest rates in most developed countries increased amid elevated inflation, and losses to U.S. investors were exacerbated by a stronger U.S. dollar versus many other currencies.

Emerging markets bonds declined as investors were risk averse and as central banks in many emerging countries raised interest rates to fight inflation and defend weakening currencies.

| ICE Bank of America U.S. High Yield Index | | | (11.2)% | | |

| Credit Suisse Leveraged Loan Index | | | (1.1)% | | |

This decrease was primarily driven by net market depreciation and losses, including distributions not reinvested, of $351.4 billion and net cash outflows of $61.7 billion for 2022.

| Client transfers | | | | | | (12.4) | | | | | | 1.5 | | | | | | 10.9 | | | | | | | | | | | | — | | |

| Net market depreciation and losses | | | | | | (184.8) | | | | | | (94.3) | | | | | | (69.0) | | | | | | | | | | | | (348.1) | | |

| Change during the period | | | | | | (243.6) | | | | | | (116.6) | | | | | | (52.9) | | | | | | | | | | | | (413.1) | | |

| Assets under management at December 31, 2022 | | | | | | 627.8 | | | | | | 320.5 | | | | | | 326.4 | | | | | | | | | | | | $ | 1,274.7 | |

| Net cash flows | | | | | | (72.7) | | | | | | 4.1 | | | | | | 4.9 | | | | | | 2.0 | | | | | | (61.7) | | |

| Net market depreciation and losses(3) | | | | | | (255.8) | | | | | | (12.8) | | | | | | (82.5) | | | | | | (0.3) | | | | | | (351.4) | | |

| Change during the period | | | | | | (328.5) | | | | | | (8.7) | | | | | | (77.6) | | | | | | 1.7 | | | | | | (413.1) | | |

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

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

| Assets under management at December 31, 2022 | | | | | | $ | 664.2 | | | | | $ | 167.0 | | | | | $ | 400.1 | | | | | $ | 43.4 | | | | | $ | 1,274.7 | |

Our net cash outflows in 2022 are driven primarily by our growth-oriented equity strategies sourced from U.S. intermediaries.

These outflows were partially offset by net cash inflows in our international fixed income, multi-asset, and alternative strategies.

From a geography perspective, the Americas and EMEA regions experienced net outflows predominantly in equity in both regions, while APAC had positive net flows.

These advice solutions, which the vast

Rowe Price products.

The other T.

We manage a broad range of U.S., international and global stock, bond, and money market mutual funds and collective investment trusts and other investment products, which meet the varied needs and objectives of individual and institutional investors.

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

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

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.

Stocks in developed non-U.S. equity markets rose but lagged U.S. shares.

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%.

Stocks in emerging markets generally declined in U.S. dollar terms, as currency weakness versus the dollar reduced local returns to U.S. investors.

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.

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.

This increase was primarily driven by market appreciation and income, net of distributions not reinvested, of $198.9 billion.

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

| Assets under management at December 31, 2018 | | | | | | $ | 564.5 | | | | | $ | 250.0 | | | | | $ | 147.8 | | | | | $ | — | | | | | $ | 962.3 | |

| Client transfers(1) | | | | | | (23.2) | | | | | | 1.1 | | | | | | 22.1 | | | | | | — | | | | | | — | | |

| Net market depreciation, net of income | | | | | | 135.6 | | | | | | 63.0 | | | | | | 34.5 | | | | | | — | | | | | | 233.1 | | |

| Change during the period | | | | | | 118.2 | | | | | | 63.8 | | | | | | 62.5 | | | | | | — | | | | | | 244.5 | | |

*(1)* *In all three years, the majority of the client transfers were from the T.

Rowe Price collective investment trusts, which are included in collective investment trusts and other investment products.*

| Assets under management at December 31, 2018 | | | | | | $ | 539.9 | | | | | $ | 136.1 | | | | | $ | 286.3 | | | | | $ | — | | | | | $ | 962.3 | |

| Net cash flows | | | | | | (.2) | | | | | | 3.5 | | | | | | 9.9 | | | | | | — | | | | | | 13.2 | | |

| Net market depreciation, net of income(3) | | | | | | 159.2 | | | | | | 8.3 | | | | | | 63.8 | | | | | | — | | | | | | 231.3 | | |

| Change during the period | | | | | | 159.0 | | | | | | 11.8 | | | | | | 73.7 | | | | | | — | | | | | | 244.5 | | |

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

The following table presents the equity price risk from our investments in [removed: T.][added: sponsored investment products.]

The potential future loss of value, before any income tax benefits, of these investments at December 31, [removed: 2021] [added: 2022] was determined by using the lower of each product’s lowest net asset value per share during [removed: 2021] [added: 2022] or its net asset value per share at December 31, [removed: 2021,] [added: 2022,] reduced by 10%.

| (in millions) | | | Fair value [removed: 12/31/2021] [added: 12/31/2022] | | | | | | Potential lower value | | | | | | Potential loss | | | | | | | | |

| Investments in [removed: T. Rowe Price] [added: sponsored] products | | | | | | | | | | | | | | | | | | | | | | | |

| Seed capital not consolidated | | | [removed: 264.8] [added: 195.1] | | | | | | [removed: 89.3] [added: 175.1] | | | | | | [removed: 175.5] [added: 20.0] | | | | | | [removed: 66] [added: 10] | | % |

| Investments designated as an economic hedge of supplemental savings plan liability | | | [removed: 881.5] [added: 760.7] | | | | | | [removed: 789.1] [added: 682.1] | | | | | | [removed: 92.4] [added: 78.6] | | | | | | 10 | | % |

| Direct investment in consolidated [removed: T. Rowe Price] [added: sponsored] investment products | | | | | | | | | | | | | | | | | | | | | | | |

| Investment partnerships and other investments held at fair value | | | $ | [removed: 108.9] [added: 87.1] | | | | | $ | [removed: 80.8] [added: 75.9] | | | | | $ | [removed: 28.1] [added: 11.2] | | | | | [removed: 26] [added: 13] | | % |

[removed: Rowe Price] [added: The direct] investment [added: in consolidated sponsored investment] products represents our portion of the net assets of the product.

Any losses arising from the change in fair value of our direct investments in consolidated [added: sponsored investment products would also result in a corresponding decrease, net of tax, in our net income attributable to] T.

Page [removed: 51][added: 54]

[removed: Rowe Price] [added: Certain of our investments, including a few consolidated sponsored] investment products, expose us to currency translation risk when the financial statements are translated into U.S. dollars ("USD").

Our most significant exposure relates to the translation of the financial statements of our equity method investment in UTI [removed: ($165.4] [added: ($158.8] million at December 31, [removed: 2021).][added: 2022).]

We had a cumulative translation loss, net of tax, of [removed: $36.7] [added: $50.5] million at December 31, [removed: 2021,] [added: 2022,] related to our investment in UTI.

The majority of our currency translation risk on our consolidated balance sheet at December 31, [removed: 2021,] [added: 2022,] related to cash and non-consolidated investments of [removed: $72.2] [added: $209.6] million that are denominated in foreign currencies.

Page [removed: 52][added: 55]

| Discretionary investments | | | $ | 242.0 | | | | | $ | 217.8 | | | | | $ | 24.2 | | | | | 10 | | % |

| Investments in affiliated collateralized loan obligations | | | 6.4 | | | | | | 5.8 | | | | | | .6 | | | | | | 9 | | % |

| Total | | | $ | 1,197.8 | | | | | $ | 1,075.0 | | | | | $ | 122.8 | | | | | 10 | | % |

| Discretionary investments | | | $ | 8.1 | | | | | $ | 7.3 | | | | | $ | .8 | | | | | 10 | | % |

| Seed capital | | | 849.5 | | | | | | 761.4 | | | | | | 88.1 | | | | | | 10 | | % |

| Total | | | $ | 857.6 | | | | | $ | 768.7 | | | | | $ | 88.9 | | | | | 10 | | % |

Our investments in T.

Rowe Price investment products.

| 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 | | % |

The direct investment in consolidated T.

Rowe Price investment products would also result in a corresponding decrease, net of tax, in our net income attributable to T.

Certain of our investments, including a few consolidated T.

Rowe [removed: Price Group, Inc.] [added: Price", "we", "us", or "our")] is a financial services holding company that provides global investment management services through its subsidiaries to investors worldwide.

We provide an array of U.S. mutual funds, subadvised funds, separately managed accounts, collective investment trusts, and other [removed: T.][added: sponsored products.]

The other [added: T.]

[removed: Rowe Price products include: open-ended investment products offered to investors outside the U.S. and products offered through variable annuity life insurance plans in the U.S.] We also provide certain investment advisory clients with related administrative services, including distribution, mutual fund transfer agent, accounting, and shareholder services; participant recordkeeping and transfer agent services for defined contribution retirement plans; brokerage; trust services; and non-discretionary advisory services through model delivery.

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 [removed: entities") for upfront purchase consideration of $3.4 billion in a combination of cash and T.][added: entities").]

Rowe Price Group, Inc. [removed: common stock.][added: ("T.]

The industry in which we operate has been evolving [removed: quickly] and a number of headwinds have arisen over the last few years, including passive investments taking market share from traditional active strategies; continued downward fee pressure; demand for new investment vehicles to meet client needs; capacity challenges with some of our mutual funds and portfolios and an ever-changing regulatory landscape.

As such, we have been responding with several [added: strategic,] multi-year initiatives that are designed to strengthen our long-term competitive position and to:

During [removed: 2021,] [added: 2022,] we derived the vast majority of our consolidated net revenues and net income from investment advisory services provided by our subsidiaries, primarily T.

Rowe Price [removed: Associates] [added: International Ltd.,] and [removed: T.][added: OHA.]

[removed: Subsequent to this date,] [added: Since its launch in March 2022,] services related to this investment advisor [removed: will be] [added: have been] included in our consolidated net revenue and net income.

At December 31, [removed: 2021,] [added: 2022,] we had [removed: $1,687.8] [added: $1,274.7] billion in assets under management, including [removed: $871.4] [added: $627.8] billion in U.S. mutual funds, [removed: $437.1] [added: $320.5] billion in subadvised funds and separately managed [removed: accounts (including $10.9 billion of OHA separate accounts), $343.3] [added: accounts, $288.9] billion in collective investment trusts and other [removed: T.][added: sponsored investment products, and $37.5 billion in private investment funds and CLOs.]

[removed: The acquisition] [added: As] of [removed: OHA completed on] December [removed: 29, 2021 included] [added: 31, 2022, OHA had] $57 billion of capital under management (which includes net [removed: assets] [added: asset] value, portfolio value and/or unfunded [removed: capital), of which $46.9 billion of fee-basis assets under management are included in our assets under management as of December 31, 2021.][added: capital).]

Assets under management [removed: increased $217.3] [added: decreased $413.1] billion from the end of [removed: 2020.][added: 2021.]

| (in billions) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| U.S. mutual funds | | | $ | [removed: 871.4] [added: 627.8] | | | | | $ | [removed: 794.6] [added: 871.4] | |

| Subadvised and separately managed accounts | | | [removed: 437.1] [added: 320.5] | | | | | | [removed: 400.1] [added: 437.1] | | |

| Collective investment trusts | | | [removed: 258.3] [added: 223.9] | | | | | | [removed: 199.6] [added: 258.3] | | |

| Stable value, variable annuity products, and exchange-traded funds | | | [removed: 29.1] [added: 29.6] | | | | | | [removed: 28.0] [added: 29.1] | | |

| SICAVs and other sponsored funds regulated outside the U.S. | | | [removed: 55.9] [added: 35.4] | | | | | | [removed: 48.2] [added: 55.9] | | |

| Total T. Rowe Price collective investment trusts and other sponsored investment products | | | [removed: 343.3] [added: 288.9] | | | | | | [removed: 275.8] [added: 343.3] | | |

| Affiliated private investment funds and CLOs | | | [removed: 36.0] [added: 37.5] | | | | | | [removed: —] [added: 36.0] | | |

| Total assets under management | | | $ | [removed: 1,687.8] [added: 1,274.7] | | | | | $ | [removed: 1,470.5] [added: 1,687.8] | |

| Equity | | | $ | [removed: 992.7] [added: 664.2] | | | | | $ | [removed: 895.8] [added: 992.7] | |

| Fixed income, including money market | | | [removed: 175.7] [added: 167.0] | | | | | | [removed: 168.7] [added: 175.7] | | |

| Multi-Asset(1) | | | [removed: 477.7] [added: 400.1] | | | | | | [removed: 406.0] [added: 477.7] | | |

| Alternatives(2) | | | [removed: 41.7] [added: 43.4] | | | | | | [removed: —] [added: 41.7] | | |

| Global financial intermediaries(3) | | | $ | [removed: 876.5] [added: 629.2] | | | | | $ | [removed: 765.4] [added: 876.5] | |

| Global institutions(3)(4) | | | [removed: 403.8] [added: 322.6] | | | | | | [removed: 335.9] [added: 403.8] | | |

| Individual U.S. investors on a direct basis | | | [removed: 244.8] [added: 190.1] | | | | | | [removed: 221.7] [added: 244.8] | | |

| U.S. retirement plan sponsors - full service recordkeeping | | | [removed: 162.7] [added: 132.8] | | | | | | [removed: 147.5] [added: 162.7] | | |

| Defined contribution - investment only | | | $ | [removed: 557.1] [added: 428.6] | | | | | $ | [removed: 484.6] [added: 557.1] | |

| Defined contribution - full-service recordkeeping | | | [removed: 162.6] [added: 132.4] | | | | | | [removed: 147.5] [added: 162.6] | | |

| Total defined contribution retirement assets | | | [removed: 719.7] [added: 561.0] | | | | | | [removed: 632.1] [added: 719.7] | | |

| Deferred annuity and direct retail retirement assets | | | [removed: 382.4] [added: 285.0] | | | | | | [removed: 305.0] [added: 382.4] | | |

| Total defined contribution, deferred annuity, and direct retail retirement assets | | | [removed: 1,102.1] [added: 846.0] | | | | | | [removed: 937.1] [added: 1,102.1] | | |

| Other | | | [removed: 585.7] [added: 428.7] | | | | | | [removed: 533.4] [added: 585.7] | | |

[removed: Rowe Price] [added: *(4)* *Includes seed] investments in proprietary products, assets of the T.

In [removed: 2021,] [added: 2022,] our target date retirement products experienced net cash inflows of $11.3 billion.

The assets under management in our target date retirement products totaled [removed: $391.1] [added: $334.2] billion at December 31, [removed: 2021,] [added: 2022,] or [removed: 23.2%] [added: 26.2%] of our managed assets at December 31, [removed: 2021,] [added: 2022,] compared with [removed: 22.6%] [added: 23.2%] at the end of [removed: 2020.][added: 2021.]

The other sponsored products include: open-ended investment products offered to investors outside the U.S., products offered through variable annuity life insurance plans in the U.S., affiliated private investment funds and collateralized loan obligations.

- Access growth through improved investment vehicles, technology, sales and content.

- Focus on further growth in countries where we have an existing business by investing more in resources, products, and marketing in high opportunity countries.

- Deepen client relationships and renew our individual client base by innovating and investing in our capabilities to deliver a differentiated offer to clients.

- Broaden our reach in the private and alternatives market by leveraging our distribution channels and organically expanding our investment capabilities.

- Strengthen our distribution technology to enhance the digital client experience and client reporting.

- Attract and retain top talent, enable effective hybrid collaboration, and deliver on our expanded diversity, equity, and inclusion goals.

In March 2022, we established and launched T.

This decrease was primarily driven by market depreciation and losses, including distributions not reinvested, of $351.4 billion and net cash outflows of $61.7 billion.

| Total assets under management | | | $ | 1,274.7 | | | | | $ | 1,687.8 | |

| Total assets under management | | | $ | 1,274.7 | | | | | $ | 1,687.8 | |

| Total assets under management | | | $ | 1,274.7 | | | | | $ | 1,687.8 | |

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

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

We also provide seed capital for new investment products in the alternative asset class.

The length of time we hold our seed investment is dependent on the terms of each investment.

Our investment advisory fees are earned pursuant to agreements with our funds and/or clients, including investment products for which we provide sub-advisory services.

Our advisory fees are generally based as a percentage of AUM pursuant to such contractual arrangements.

The fee rate will vary depending on the services provided, the asset class and/or vehicle.

The tiered group fee component will fluctuate with movements in our net asset value within the U.S. mutual funds.

Investment management fees are waived or voluntarily reduced at times when a new fund is established.

These waivers or reductions are based on a specified percentage of its net asset value during the agreed upon period.

The majority of assets under management within these products are based on daily valuation.

For these products, the agreement typically provides for termination upon relatively short notice with little or no penalty.

*Private investment funds and CLOs*

At December 31, 2022, fee basis assets under management for these vehicles totaled $37.5 billion, an increase of $1.5 billion from the beginning of the year.

CAPITAL ALLOCATION-BASED INCOME.

Capital allocation-based income will fluctuate period-to-period to reflect the adjustment to accrued carried interest for the change in value of the affiliated funds' underlying investments assuming the value was realized as of the end of the period, regardless of whether the fund's underlying investments have been realized.

The realization of accrued carried interest occurs over a number of years.

| | | | | | | \-OHA Private Credit Advisors | | | \- OHA Private Credit Advisors II | | |

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

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

Investing In Our People

We seek to help our clients achieve their long-term investment goals.

In order to do this, we are committed to helping our associates achieve their long-term career goals.

We continuously seek to identify new opportunities for our associates to expand their experience and grow their skills.

As a result of our associates developing these skills we are able to promote from within, with approximately 34% of our open positions being filled by internal applicants, and almost all of our portfolio managers having been promoted from within.

We are committed to the professional growth of our associates through the development of their knowledge, skills and experience, by providing them access to in-person, virtual and online training programs and by offering a generous tuition reimbursement program.

We believe a critical driver of our firm’s future growth is our ability to grow leaders.

Reflecting this, we have held a series of leadership speaker events and offer access to virtual programs focused on leadership development led by professors at leading universities.

T.

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.

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.

- Maintain our position as a premier active asset manager, delivering durable value to clients.

- Build T.

Rowe Price into a more globally diversified asset manager.

- Extend and leverage our retirement expertise globally while becoming an ever more integrated investment solutions provider.

- Embed best practices for sustainability and environmental, social and corporate governance throughout the company.

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

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

- Remain a destination of choice for top talent, with a culture of diversity, inclusivity, empowerment, accountability and collaboration.

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.

Previously, in November 2020, we announced our plan to establish T.

Rowe Price Investment Management is anticipated to begin operations in March 2022.

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

This increase was primarily driven by market appreciation and income, net of distributions not reinvested, of $198.9 billion and fee-basis assets under management of $46.9 billion that was acquired in the OHA acquisition.

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

*(4)* *Includes T.

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

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

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

We may also close or limit new investments to new investors across T.

Ten of our 185 U.S. mutual funds - Blue Chip Growth, Capital Appreciation, Growth Stock, New Horizons, Mid-Cap Growth, Large-Cap Growth, Health Sciences, International Discovery, Retirement 2030, and Dividend Growth - accounted for approximately 29% of our investment advisory revenues in 2021, and approximately 22% of our assets under management at December 31, 2021.

Our largest client account relationship, apart from the U.S. mutual funds, is with a third-party financial intermediary that accounted for about 7% of our investment advisory revenues in 2021.

Independent directors and trustees of the U.S. mutual funds regularly review our fee structures.

To the extent that the combined net assets of the funds included in the group rate calculation increase, the group charge component of a fund's advisory fee rate and the resulting advisory fee rate paid by each fund will decrease.

The effective fee rates for each of the stock, bond, and multi-asset funds on which we earned annual advisory fees of $10 million or greater in 2021, varied from a low of 31 basis points for the Short-Term Bond Fund to a high of 104 basis points for the International Discovery Fund.

The fee rate of several of the U.S. mutual funds, including the Target-Date, Index funds, and Spectrum funds as well as specific funds offered solely to institutional investors, does not include a group fee component but rather an individual fund fee or an all-inclusive fee.

Each U.S. mutual fund typically bears all expenses associated with its operation and the issuance and redemption of its securities.

In particular, each fund pays investment advisory fees; shareholder servicing fees and expenses; fund accounting fees and expenses; transfer and sub-transfer agent fees; custodian fees and expenses; legal and auditing fees; expenses of preparing, printing and mailing prospectuses and shareholder reports to existing shareholders; registration fees and expenses; proxy and annual meeting expenses; and independent trustee or director fees and expenses.

We usually provide that a newly organized fund’s expenses will not exceed a specified percentage of its net assets during an initial operating period.

Generally, during the earlier portion of the period, we will waive advisory fees and absorb other fund expenses, such as those described above, in excess of these self-imposed limits.

Additionally, we have contractual management fee waivers for certain U.S mutual funds, including nearly all money market funds, which could occur under certain specified circumstances.

20

Page 24

For the fiscal year ended December 31, [removed: 2021][added: 2022]

☐ Yes ☒ [removed: No][added: No]

The aggregate market value of the common equity (all voting) held by non-affiliates (excludes executive officers and directors) computed using [removed: $197.97] [added: $113.61] per share (the NASDAQ Official Closing Price on June 30, [removed: 2021,] [added: 2022,] the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $44.6] [added: $25.2] billion.

The number of shares outstanding of the registrant's common stock as of the latest practicable date, February [removed: 22, 2022,] [added: 13, 2023,] is [removed: 228,093,290.][added: 224,398,924.]

DOCUMENTS INCORPORATED BY REFERENCE: Certain portions of the registrant's Definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, to be filed pursuant to Regulation 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: 92.][added: 97.]

| ITEM 1. | | | Business | | | [removed: [2](#ied65b554d7a54c6bb7aad01aa114d55c_13)] [added: [2](#i12f6098dfd6748c3ad94eb330ce690dd_13)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#ied65b554d7a54c6bb7aad01aa114d55c_55)] [added: Factors](#i12f6098dfd6748c3ad94eb330ce690dd_55)] | | | [removed: [14](#ied65b554d7a54c6bb7aad01aa114d55c_55)] [added: [15](#i12f6098dfd6748c3ad94eb330ce690dd_55)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#ied65b554d7a54c6bb7aad01aa114d55c_58)] [added: Comments](#i12f6098dfd6748c3ad94eb330ce690dd_58)] | | | [removed: [24](#ied65b554d7a54c6bb7aad01aa114d55c_58)] [added: [26](#i12f6098dfd6748c3ad94eb330ce690dd_58)] | | |

| ITEM 2. | | | [removed: [Properties](#ied65b554d7a54c6bb7aad01aa114d55c_61)] [added: [Properties](#i12f6098dfd6748c3ad94eb330ce690dd_61)] | | | [removed: [24](#ied65b554d7a54c6bb7aad01aa114d55c_61)] [added: [26](#i12f6098dfd6748c3ad94eb330ce690dd_61)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#ied65b554d7a54c6bb7aad01aa114d55c_64)] [added: Proceedings](#i12f6098dfd6748c3ad94eb330ce690dd_64)] | | | [removed: [24](#ied65b554d7a54c6bb7aad01aa114d55c_64)] [added: [27](#i12f6098dfd6748c3ad94eb330ce690dd_64)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#ied65b554d7a54c6bb7aad01aa114d55c_67)] [added: Disclosures](#i12f6098dfd6748c3ad94eb330ce690dd_67)] | | | [removed: [25](#ied65b554d7a54c6bb7aad01aa114d55c_67)] [added: [27](#i12f6098dfd6748c3ad94eb330ce690dd_67)] | | |

| | | | Information about our [Executive [removed: Officers](#ied65b554d7a54c6bb7aad01aa114d55c_70)] [added: Officers](#i12f6098dfd6748c3ad94eb330ce690dd_70)] | | | [removed: [25](#ied65b554d7a54c6bb7aad01aa114d55c_70)] [added: [27](#i12f6098dfd6748c3ad94eb330ce690dd_70)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ied65b554d7a54c6bb7aad01aa114d55c_76)] [added: Securities](#i12f6098dfd6748c3ad94eb330ce690dd_76)] | | | [removed: [26](#ied65b554d7a54c6bb7aad01aa114d55c_76)] [added: [28](#i12f6098dfd6748c3ad94eb330ce690dd_76)] | | |

| ITEM 6. | | | Reserved | | | [removed: [27](#ied65b554d7a54c6bb7aad01aa114d55c_79)] [added: [29](#i12f6098dfd6748c3ad94eb330ce690dd_79)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ied65b554d7a54c6bb7aad01aa114d55c_82)] [added: Operations](#i12f6098dfd6748c3ad94eb330ce690dd_82)] | | | [removed: [27](#ied65b554d7a54c6bb7aad01aa114d55c_82)] [added: [29](#i12f6098dfd6748c3ad94eb330ce690dd_82)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ied65b554d7a54c6bb7aad01aa114d55c_139)] [added: Risk](#i12f6098dfd6748c3ad94eb330ce690dd_139)] | | | [removed: [51](#ied65b554d7a54c6bb7aad01aa114d55c_139)] [added: [54](#i12f6098dfd6748c3ad94eb330ce690dd_139)] | | |

| ITEM 8. | | | [Financial [removed: Statements](#ied65b554d7a54c6bb7aad01aa114d55c_142)] [added: Statements](#i12f6098dfd6748c3ad94eb330ce690dd_142)] | | | [removed: [53](#ied65b554d7a54c6bb7aad01aa114d55c_142)] [added: [56](#i12f6098dfd6748c3ad94eb330ce690dd_142)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ied65b554d7a54c6bb7aad01aa114d55c_220)] [added: Disclosure](#i12f6098dfd6748c3ad94eb330ce690dd_226)] | | | [removed: [88](#ied65b554d7a54c6bb7aad01aa114d55c_220)] [added: [93](#i12f6098dfd6748c3ad94eb330ce690dd_226)] | | |

| ITEM 9A. | | | Controls and Procedures | | | [removed: [88](#ied65b554d7a54c6bb7aad01aa114d55c_223)] [added: [93](#i12f6098dfd6748c3ad94eb330ce690dd_229)] | | |

| ITEM 9B. | | | Other Information | | | [removed: [88](#ied65b554d7a54c6bb7aad01aa114d55c_226)] [added: [93](#i12f6098dfd6748c3ad94eb330ce690dd_232)] | | |

| ITEM 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [88](#ied65b554d7a54c6bb7aad01aa114d55c_226)] [added: [93](#i12f6098dfd6748c3ad94eb330ce690dd_232)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ied65b554d7a54c6bb7aad01aa114d55c_238)] [added: Governance](#i12f6098dfd6748c3ad94eb330ce690dd_247)] | | | [removed: [92](#ied65b554d7a54c6bb7aad01aa114d55c_238)] [added: [97](#i12f6098dfd6748c3ad94eb330ce690dd_247)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#ied65b554d7a54c6bb7aad01aa114d55c_241)] [added: Compensation](#i12f6098dfd6748c3ad94eb330ce690dd_250)] | | | [removed: [92](#ied65b554d7a54c6bb7aad01aa114d55c_241)] [added: [97](#i12f6098dfd6748c3ad94eb330ce690dd_250)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ied65b554d7a54c6bb7aad01aa114d55c_244)] [added: Matters](#i12f6098dfd6748c3ad94eb330ce690dd_253)] | | | [removed: [92](#ied65b554d7a54c6bb7aad01aa114d55c_244)] [added: [97](#i12f6098dfd6748c3ad94eb330ce690dd_253)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ied65b554d7a54c6bb7aad01aa114d55c_247)] [added: Independence](#i12f6098dfd6748c3ad94eb330ce690dd_256)] | | | [removed: [92](#ied65b554d7a54c6bb7aad01aa114d55c_247)] [added: [97](#i12f6098dfd6748c3ad94eb330ce690dd_256)] | | |

| ITEM 14. | | | [Principal Accountant Fees and [removed: Services](#ied65b554d7a54c6bb7aad01aa114d55c_250)] [added: Services](#i12f6098dfd6748c3ad94eb330ce690dd_259)] | | | [removed: [92](#ied65b554d7a54c6bb7aad01aa114d55c_250)] [added: [97](#i12f6098dfd6748c3ad94eb330ce690dd_259)] | | |

| ITEM 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ied65b554d7a54c6bb7aad01aa114d55c_256)] [added: Schedules](#i12f6098dfd6748c3ad94eb330ce690dd_265)] | | | [removed: [92](#ied65b554d7a54c6bb7aad01aa114d55c_256)] [added: [97](#i12f6098dfd6748c3ad94eb330ce690dd_265)] | | |

| ITEM 16. | | | Form 10-K Summary | | | [removed: [96](#ied65b554d7a54c6bb7aad01aa114d55c_259)] [added: [101](#i12f6098dfd6748c3ad94eb330ce690dd_268)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).

| | | | [PART I](#i12f6098dfd6748c3ad94eb330ce690dd_10) | | | [2](#i12f6098dfd6748c3ad94eb330ce690dd_10) | | |

| | | | [PART II](#i12f6098dfd6748c3ad94eb330ce690dd_73) | | | [28](#i12f6098dfd6748c3ad94eb330ce690dd_73) | | |

| | | | [PART III](#i12f6098dfd6748c3ad94eb330ce690dd_244) | | | [97](#i12f6098dfd6748c3ad94eb330ce690dd_244) | | |

| | | | [PART IV](#i12f6098dfd6748c3ad94eb330ce690dd_262) | | | [97](#i12f6098dfd6748c3ad94eb330ce690dd_262) | | |

| [SIGNATURES](#i12f6098dfd6748c3ad94eb330ce690dd_271) | | | | | | [102](#i12f6098dfd6748c3ad94eb330ce690dd_271) | | |

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

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

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

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

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

Our corporate headquarters occupies [removed: 472,000] [added: 444,000] square feet of space under lease at 100 East Pratt Street in Baltimore, Maryland.

We have offices in [removed: 16 countries] [added: 17 markets] around the world, including the U.S.

[removed: The acquisition of] OHA [removed: adds] [added: has] leased offices in the United States (New York City, Fort Worth, and San Francisco), United Kingdom (London), Australia [removed: (Sydney),] [added: (Sydney/Melbourne),] Hong Kong, and Luxembourg.

Information concerning our anticipated capital expenditures in [removed: 2022] [added: 2023] is set forth in the capital resources and 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: 2021] [added: 2022] is set forth in the Leases footnote to our audited consolidated financial statements in Item 8 of this Form 10-K.

20

Page 26

The following information includes the names, ages, and positions of our executive officers as of February [removed: 24, 2022.][added: 15, 2023.]

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

Sharps [removed: (50),] [added: (51),] Chief Executive Officer since 2022, a Director and President since 2021, Head of Investments from 2018 to 2021, Group Chief Investment Officer 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.

[removed: Glenn] August [removed: (60),] [added: (61),] Chief Executive Officer of Oak Hill Advisors, L.P. (“OHA”), a Director and Vice President since 2021.

Robert C.T. Higginbotham [removed: (54),] [added: (55),] Head of Global Distribution since 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: (59),] [added: (60),] Head of T.

McCormick [removed: (61),] [added: (62),] Head of Fixed Income since 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: (54),] [added: (55),] General Counsel since 2020, Corporate Secretary since 2012, and a Vice President since 2001.

Sebastien Page [removed: (45),] [added: (46),] Head of Global Multi-Asset and a Vice President since 2015 and chief investment officer since 2022.

Justin Thomson [removed: (54),] [added: (55),] Head of International Equity since 2021, chief investment officer since 2017, Co-Head of Global Equity in 2021, and a Vice President since 2001.

Veiel [removed: (50),] [added: (51),] Head of Global Equity and chief investment officer since 2022.

Hiebler [removed: (46),] [added: (47),] Principal Accounting Officer since 2010, Controller since 2020 and a Vice President since 2009.

Page [removed: 25][added: 27]

Glenn R.

He co-founded the predecessor investment firm to OHA in 1987 and took responsibility for the firm’s credit and distressed investment activities in 1990.

Kimberly H.

Johnson (50), Chief Operating Officer since 2022, and a Vice President since 2022.

He founded OHA in 1990.

These plans provide for the following issuances of shares of our common stock at December 31, [removed: 2021:][added: 2022:]

| Exercise of outstanding options | | | | | | [removed: 2,846,579] [added: 2,218,506] | | | | | | — | | | | | | [removed: 2,846,579] [added: 2,218,506] | | |

| Settlement of outstanding restricted stock units | | | | | | [removed: 5,795,395] [added: 5,996,539] | | | | | | — | | | | | | [removed: 5,795,395] [added: 5,996,539] | | |

The outstanding options included in the table above have a weighted-average exercise price of [removed: $72.87.][added: $74.31.]

The following table presents repurchase activity during the fourth quarter of [removed: 2021.][added: 2022.]

Of the total number of shares purchased during the fourth quarter of [removed: 2021, 4,834] [added: 2022, 12,547] 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.

Page [removed: 26][added: 28]

| Authorization dates | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | Additional shares authorized | | | | | | Total Number of Shares Purchased | | | | | | Maximum Number of Shares that May Yet Be Purchased at [removed: 12/31/2021] [added: 12/31/2022] | | |

| February 2019 | | | | | | [removed: 6,467,311] [added: 525,910] | | | | | | — | | | | | | [removed: (5,941,401)] [added: (525,910)] | | | | | | [removed: 525,910] [added: —] | | |

| March 2020 | | | | | | 15,000,000 | | | | | | — | | | | | | [removed: —] [added: (6,224,783)] | | | | | | [removed: 15,000,000] [added: 8,775,217] | | |

We have [removed: 1,044] [added: 980] stockholders of record and approximately [removed: 510,000] [added: 572,000] 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: 9%] [added: 7.4%] of our outstanding stock and outstanding vested stock options at December 31, [removed: 2021.][added: 2022.]

| 2022 | | | $ | 1.20 | | | | | $ | 1.20 | | | | | $ | 1.20 | | | | | $ | 1.20 | |

| Future issuances | | | | | | 10,437,953 | | | | | | 907,014 | | | | | | 11,344,967 | | |

| Total | | | | | | 18,652,998 | | | | | | 907,014 | | | | | | 19,560,012 | | |

| October | | | | | | 610,184 | | | | | | $ | 105.58 | | | | | 610,184 | | | | | | 9,207,912 | | |

| November | | | | | | 166,243 | | | | | | $ | 106.02 | | | | | 157,695 | | | | | | 9,050,217 | | |

| December | | | | | | 278,999 | | | | | | $ | 110.46 | | | | | 275,000 | | | | | | 8,775,217 | | |

| Total | | | | | | 1,055,426 | | | | | | $ | 106.94 | | | | | 1,042,879 | | | | | | | | |

| | | | | | | 15,525,910 | | | | | | — | | | | | | (6,750,693) | | | | | | 8,775,217 | | |

| 2020 | | | $ | .90 | | | | | $ | .90 | | | | | $ | .90 | | | | | $ | .90 | |

| 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 | | | | | | | | |

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

| Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [54](#ied65b554d7a54c6bb7aad01aa114d55c_145)] [added: [57](#i12f6098dfd6748c3ad94eb330ce690dd_145)] | | |

| Consolidated Statements of Income for each of the years in the three-year period ended December 31, [removed: 2021] [added: 2022] | | | [removed: [55](#ied65b554d7a54c6bb7aad01aa114d55c_148)] [added: [58](#i12f6098dfd6748c3ad94eb330ce690dd_148)] | | |

| Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, [removed: 2021] [added: 2022] | | | [removed: [56](#ied65b554d7a54c6bb7aad01aa114d55c_151)] [added: [59](#i12f6098dfd6748c3ad94eb330ce690dd_151)] | | |

| Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, [removed: 2021] [added: 2022] | | | [removed: [57](#ied65b554d7a54c6bb7aad01aa114d55c_154)] [added: [60](#i12f6098dfd6748c3ad94eb330ce690dd_154)] | | |

| Consolidated Statements of Stockholders' Equity for each of the years in the three-year period ended December 31, [removed: 2021] [added: 2022] | | | [removed: [58](#ied65b554d7a54c6bb7aad01aa114d55c_157)] [added: [61](#i12f6098dfd6748c3ad94eb330ce690dd_157)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ied65b554d7a54c6bb7aad01aa114d55c_160)] [added: Statements](#i12f6098dfd6748c3ad94eb330ce690dd_160)] | | | [removed: [60](#ied65b554d7a54c6bb7aad01aa114d55c_160)] [added: [63](#i12f6098dfd6748c3ad94eb330ce690dd_160)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ied65b554d7a54c6bb7aad01aa114d55c_217)] [added: Firm](#i12f6098dfd6748c3ad94eb330ce690dd_223)] (KPMG LLP, Baltimore, MD, Auditor ID: 185) | | | [removed: [86](#ied65b554d7a54c6bb7aad01aa114d55c_217)] [added: [91](#i12f6098dfd6748c3ad94eb330ce690dd_223)] | | |

Page [removed: 53][added: 88]

| | | | [removed: 12/31/2021] [added: 2022] | | | | | | [removed: 12/31/2020] [added: 2021] | | | [added: | | | 2020 | | |]

| Cash and cash equivalents | | | $ | [removed: 1,523.1] [added: 1,755.6] | | | | | $ | [removed: 2,151.7] [added: 1,523.1] | |

| Accounts receivable and accrued revenue | | | [removed: 1,058.3] [added: 748.7] | | | | | | [removed: 863.1] [added: 1,058.3] | | |

| Investments | | | [removed: 2,975.5] [added: 2,539.2] | | | | | | [removed: 3,250.8] [added: 2,975.5] | | |

| Assets of consolidated [removed: T. Rowe Price] [added: sponsored] investment products [removed: ($1,761.5] [added: ($1,375.6] million at December 31, [removed: 2021] [added: 2022] and [removed: $2,497.4] [added: $1,761.5] million at December 31, [removed: 2020,] [added: 2021,] related to variable interest entities) | | | [removed: 1,962.8] [added: 1,603.4] | | | | | | [removed: 2,695.5] [added: 1,962.8] | | |

| Operating lease assets | | | [removed: 201.2] [added: 279.4] | | | | | | [removed: 117.6] [added: 201.2] | | |

| Property, equipment and software, net | | | [removed: 736.2] [added: 755.7] | | | | | | [removed: 695.4] [added: 736.2] | | |

| Intangible assets | | | [added: | | |] 913.4 | | | | | | — | | | [added: | | | 913.4 | | |]

| Goodwill | | | [removed: 2,693.2] [added: 2,642.8] | | | | | | [removed: 665.7] [added: 2,693.2] | | |

| Other assets | | | [removed: 445.3] [added: 688.7] | | | | | | [removed: 219.2] [added: 445.3] | | |

| Total assets | | | $ | [removed: 12,509.0] [added: 11,643.3] | | | | | $ | [removed: 10,659.0] [added: 12,509.0] | |

| Accounts payable and accrued expenses | | | $ | [removed: 431.0] [added: 406.7] | | | | | $ | [removed: 187.7] [added: 431.0] | |

| Liabilities of consolidated [removed: T. Rowe Price] [added: sponsored] investment products [removed: ($36.2] [added: ($39.1] million at December 31, [removed: 2021] [added: 2022] and [removed: $47.7] [added: $36.2] million at December 31, [removed: 2020,] [added: 2021,] related to variable interest entities) | | | [removed: 51.5] [added: 89.1] | | | | | | [removed: 57.7] [added: 51.5] | | |

| Operating lease liabilities | | | [removed: 249.2] [added: 329.6] | | | | | | [removed: 154.1] [added: 249.2] | | |

| Accrued compensation and related costs | | | [removed: 256.8] [added: 228.0] | | | | | | [removed: 133.6] [added: 256.8] | | |

| Supplemental savings plan liability | | | [removed: 882.6] [added: 761.2] | | | | | | [removed: 772.2] [added: 882.6] | | |

| Contingent consideration liability | | | [removed: 306.3] [added: 95.8] | | | | | | [removed: —] [added: 306.3] | | |

| Income taxes payable | | | [removed: 77.9] [added: 46.0] | | | | | | [removed: 85.0] [added: 77.9] | | |

| Total liabilities | | | [removed: 2,255.3] [added: 1,956.4] | | | | | | [removed: 1,390.3] [added: 2,255.3] | | |

| Redeemable non-controlling interests | | | [removed: 982.3] [added: 656.7] | | | | | | [removed: 1,561.7] [added: 982.3] | | |

| Common stock, $.20 par value—authorized 750,000,000; issued [removed: 229,175,000] [added: 224,310,000] shares at December 31, [removed: 2021] [added: 2022] and [removed: 227,965,000] [added: 229,175,000] at December 31, [removed: 2020] [added: 2021] | | | [removed: 45.8] [added: 44.9] | | | | | | [removed: 45.6] [added: 45.8] | | |

| Additional capital in excess of par value | | | [removed: 919.8] [added: 437.9] | | | | | | [removed: 654.6] [added: 919.8] | | |

| Retained earnings | | | [removed: 8,083.6] [added: 8,409.7] | | | | | | [removed: 7,029.8] [added: 8,083.6] | | |

| Accumulated other comprehensive loss | | | [removed: (26.5)] [added: (53.0)] | | | | | | [removed: (23.0)] [added: (26.5)] | | |

| Total stockholders' equity attributable to T. Rowe Price Group, Inc. | | | [removed: 9,022.7] [added: 8,839.5] | | | | | | [removed: 7,707.0] [added: 9,022.7] | | |

| Non-controlling interests in consolidated entities | | | [removed: 248.7] [added: 190.7] | | | | | | [removed: —] [added: 248.7] | | |

| Total permanent stockholders' equity | | | [removed: 9,271.4] [added: 9,030.2] | | | | | | [removed: 7,707.0] [added: 9,271.4] | | |

| Total liabilities, redeemable non-controlling interests and permanent stockholders’ equity | | | $ | [removed: 12,509.0] [added: 11,643.3] | | | | | $ | [removed: 10,659.0] [added: 12,509.0] | |

Page [removed: 54][added: 89]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Investment advisory fees | | | $ | [removed: 7,098.1] [added: 5,969.1] | | | | | $ | [removed: 5,693.1] [added: 7,098.1] | | | | | $ | [removed: 5,112.5] [added: 5,693.1] | |

| Administrative, distribution, and servicing fees | | | [removed: 573.8] [added: 573.6] | | | | | | [removed: 513.6] [added: 573.8] | | | | | | [removed: 505.4] [added: 513.6] | | |

| | | | 12/31/2022 | | | | | | 12/31/2021 | | |

| Capital allocation-based income | | | (54.3) | | | | | | — | | | | | | — | | |

| Change in fair value of contingent consideration | | | (161.2) | | | | | | — | | | | | | — | | |

| Acquisition-related amortization and impairment costs | | | 283.5 | | | | | | — | | | | | | — | | |

| Other losses | | | (17.3) | | | | | | (5.9) | | | | | | (2.0) | | |

| Net income | | | $ | 1,449.6 | | | | | $ | 3,098.5 | | | | | $ | 2,523.3 | |

| Amortization and impairment of acquisition-related assets and retention arrangements | | | 420.1 | | | | | | — | | | | | | — | | |

| Fair value remeasurement of contingent consideration liability | | | (161.2) | | | | | | — | | | | | | — | | |

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

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

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

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

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

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

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

| 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 | |

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

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

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

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 1,557.9 | | | | | | — | | | | | | 1,557.9 | | | | | | (22.9) | | | | | | 1,535.0 | | | | | | (108.3) | | |

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

| Common stock-based compensation plans activity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

| Common shares repurchased | | | (6,751) | | | | | | (1.3) | | | | | | (731.4) | | | | | | (122.6) | | | | | | — | | | | | | (855.3) | | | | | | — | | | | | | (855.3) | | | | | | — | | |

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

| Net distributions to non-controlling interests in consolidated entities | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (35.1) | | | | | | (35.1) | | | | | | — | | |

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

| Net redemptions from sponsored investment products | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (49.3) | | |

| Net deconsolidations of sponsored investment products | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (147.0) | | |

| Balances at December 31, 2022 | | | 224,310 | | | | | | $ | 44.9 | | | | | $ | 437.9 | | | | | $ | 8,409.7 | | | | | $ | (53.0) | | | | | $ | 8,839.5 | | | | | $ | 190.7 | | | | | $ | 9,030.2 | | | | | $ | 656.7 | |

Rowe Price products include: open-ended investment products offered to investors outside the U.S., products offered through variable annuity life insurance plans in the U.S., affiliated private investment funds and collateralized loan obligations.

U.S. INFLATION REDUCTION LEGISLATION.

On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022 ("IRA").

The IRA establishes new tax provisions and various incentives and tax credits.

Among other things, the IRA created a 15% minimum tax on adjusted book income effective for taxable years beginning after December 31, 2022 as well as an excise tax of 1% on stock repurchases, net of stock issuances, for publicly traded companies effective for net stock repurchases made after December 31, 2022.

We do not believe the impact of the IRA’s provisions will be material to our financial position and results of operations.

Therefore, these affiliated private investment funds are not consolidated.

The investments in affiliated private investment funds - carried interest represent interests in general partners of affiliated private investment funds that have arrangements that entitle them to a disproportionate allocation of income, which is also referred to as carried interest.

The income earned is recognized as capital-allocation based income in our consolidated statements of income.

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

| Other income (loss) | | | (5.9) | | | | | | (2.0) | | | | | | 7.0 | | |

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

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

| Balances at December 31, 2018 | | | 238,069 | | | | | | $ | 47.6 | | | | | $ | 654.6 | | | | | $ | 5,464.1 | | | | | $ | (42.0) | | | | | $ | 6,124.3 | | | | | $ | 740.3 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 2,131.3 | | | | | | — | | | | | | 2,131.3 | | | | | | 117.6 | | |

| Forfeiture of restricted awards | | | (10) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Common shares repurchased | | | (6,973) | | | | | | (1.4) | | | | | | (289.3) | | | | | | (418.1) | | | | | | — | | | | | | (708.8) | | | | | | — | | |

| Forfeiture of restricted awards | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Net subscriptions into T. Rowe Price investment products | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 563.3 | | |

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

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

| 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 | |

| Forfeiture of restricted awards | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | — | | | | | | — | | |

T.

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.

Rowe Price investment products in which we have a controlling interest.

Rowe Price investment products regulated outside the U.S. were determined to be VIEs.

Rowe Price investment products held by unrelated third-party investors as their interests are convertible to cash and other assets at their option.

Rowe Price.

The underlying investments held by our consolidated T.

Equity method investments consist of investments in entities, including T.

As part of the acquisition of OHA, we acquired investments in rated notes of certain European collateralized loan obligation funds.

At December 31, 2021, these investments were recorded at their acquisition date fair value in accordance with ASC 805 - *Business Combinations*.

the rate implicit in the arrangement or, if not available, our incremental borrowing rate.

We do not have distinct operating segments or components that separately constitute a business.

Accordingly, we attribute goodwill to a single reportable segment and reporting unit - our investment advisory business.

With the completion of the acquisition of OHA in December 2021, we are currently evaluating the impact that OHA will have on our business reporting and goodwill impairment analysis.

Investment advisory agreements with T.

outperformance has been achieved.

Accordingly, this income, also known as carried interest, is accounted for outside of the scope of ASC 606.

Rowe Price investment products into U.S. dollars.

of our consolidated statements of income in which the significant reclassifications were recognized.

The consideration transferred is subject to customary working capital and escrow settlements in the post-combination period.

A Monte Carlo simulation was used to determine the fair value of the earnout.

The acquisition met the requirements to be considered a business combination under ASC 805 - Business Combinations and was accounted for using the acquisition method of accounting.

Accordingly, the purchase price consideration was allocated to the assets acquired, including separately identified intangibles, and liabilities assumed based on their estimated fair values as of the acquisition date.

Any excess of the purchase price over the fair value of the identifiable assets and liabilities is recorded as goodwill.

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: 2021.][added: 2022.]

Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] and has concluded that there was no change during the fourth quarter of [removed: 2021] [added: 2022] 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.

Page [removed: 88][added: 93]

Management has evaluated the effectiveness of internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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, [removed: 2021.][added: 2022.]

KPMG has also expressed an unqualified opinion on the effective operation of our internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Page [removed: 89][added: 94]

Rowe Price Group, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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, [removed: 2021,] [added: 2022,] 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, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] 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, [removed: 2021,] [added: 2022,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 24, 2022] [added: 15, 2023] expressed an unqualified opinion on those consolidated financial statements.

Page [removed: 90][added: 95]

Page [removed: 91][added: 96]

February 15, 2023

February 15, 2023

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.

February 24, 2022

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.

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: 2021] [added: 2022] for the [removed: 2022] [added: 2023] 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: 2021] [added: 2022] for the [removed: 2022] [added: 2023] 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: 2021] [added: 2022] for the [removed: 2022] [added: 2023] 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: 2021] [added: 2022] for the [removed: 2022] [added: 2023] 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: 2021] [added: 2022] for the [removed: 2022] [added: 2023] Annual Meeting of our stockholders.

| | | | 3.1 | | | | | | [Amended and Restated By-Laws of T. Rowe Price Group, Inc., as of February 9, [removed: 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] [added: 2021. (Incorporated] 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) | | | | | | | | |

Page [removed: 92][added: 97]

Page [removed: 93][added: 98]

Page [removed: 94][added: 99]

| | | | 10.21.1 | | | * | | | [Form of Notice of Grant of Restricted Stock Units Award issued under the T. Rowe Price Group, Inc. 2020 Long-Term Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102112020ltipgrantnotice.htm) [](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102112020ltipgrantnotice.htm)[(Inco](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102112020ltipgrantnotice.htm)[r](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102112020ltipgrantnotice.htm)[p](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102112020ltipgrantnotice.htm)[o](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102112020ltipgrantnotice.htm)[r](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102112020ltipgrantnotice.htm)[ated] [added: Plan. (Incorporated] by reference [removed: from](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102112020ltipgrantnotice.htm) [Form] [added: from Form] 10-K filed on February 11, 2021.)](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102112020ltipgrantnotice.htm) | | | | | | | | |

| | | | 10.21.2 | | | * | | | [Form of Notice of Grant of Restricted Stock Units Award (with supplemental vesting) issued under the T. Rowe Price Group, Inc. 2020 Long-Term Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102122020annualltigrant.htm) [](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102122020annualltigrant.htm)[(Incorporated] [added: Plan. (Incorporated] by reference from Form 10-K filed on February 11, 2021.)](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102122020annualltigrant.htm) | | | | | | | | |

| | | | 10.22.1 | | | * | | | [Form of Notice of Grant of Performance-Based Restricted Stock Units Award issued under the T. Rowe Price Group, Inc. 2020 Long-Term Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102212020ltiperformance.htm) [](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102212020ltiperformance.htm)[(Incorporated] [added: Plan. (Incorporated] by reference from Form 10-K filed on February 11, 2021.)](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102212020ltiperformance.htm) | | | | | | | | |

| | | | 10.22.2 | | | * | | | [Form of Notice of Grant of Performance-Based Restricted Stock Units Award (with supplemental vesting) issued under the T. Rowe Price Group, Inc. 2020 Long-Term Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102222020performancersu.htm) [](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102222020performancersu.htm)[(Incorporated] [added: Plan. (Incorporated] by reference from Form 10-K filed on February 11, 2021.)](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102222020performancersu.htm) | | | | | | | | |

| | | | 10.23 | | | | | | [Transaction Agreement dated October 28, 2021, between T. Rowe Price Group, Inc., Oak Hill Advisors, L.P., and the holders of equity interests in OHA.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1023transactionagreemen.htm) [added: [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1023transactionagreemen.htm)[(Inco](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1023transactionagreemen.htm)[r](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1023transactionagreemen.htm)[porated by reference from Form 10-K filed on February 24, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1023transactionagreemen.htm)] | | | | | | | | |

| | | | 10.24 | | | * | | | [Employment Agreement as of October 28, 2021, between T. Rowe Price Group, Inc. and Glenn R. August.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1024-employmentagreemen.htm) [added: [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1024-employmentagreemen.htm)[(Incorporated by reference from Form 10-K filed on February 24, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1024-employmentagreemen.htm)] | | | | | | | | |

| | | | 10.25.1 | | | | | | [Form of Lock Up Agreement as of October 28, 2021, between T. Rowe Price Group, Inc. and each of Glenn R. August, William H. Bohnsack, Jr., Adam B. Kertzner and Alan Schrager.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh10251formoflockupagreem.htm) [added: [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh10251formoflockupagreem.htm)[(Incorporated by reference from Form 10-K filed on February 24, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh10251formoflockupagreem.htm)] | | | | | | | | |

| | | | 10.25.2 | | | | | | [Form of Lock Up Agreement as of October 28, 2021, between T. Rowe Price Group, Inc. and the other holders of equity interests in OHA.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh10252formoflockupagreem.htm) [added: [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh10252formoflockupagreem.htm)[(Incorporated by reference from Form 10-K filed on February 24, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh10252formoflockupagreem.htm)] | | | | | | | | |

| | | | 10.26 | | | * | | | [Value Creation Agreement as of December 29, 2021 between T. Rowe Price Group, Inc. and each of Glenn R. August, William H. Bohnsack, Jr., Adam B. Kertzner and Alan Schrager.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1026valuecreationagreem.htm) [added: [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1026valuecreationagreem.htm)[(Incorporated by reference from Form 10-K filed on February 24, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1026valuecreationagreem.htm)] | | | | | | | | |

| | | | 10.27 | | | | | | [T. Rowe Price, Inc. 1986 Employee Stock Purchase Plan, Restated as of April 26, 2017, as amended.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1027employeestockpurcha.htm) [added: [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1027employeestockpurcha.htm)[(Incorporated by reference from Form 10-K filed on February 24, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1027employeestockpurcha.htm)] | | | | | | | | |

| | | | 10.28 | | | * | | | [Employment Agreement as of December 31, 2020, between T. Rowe Price International Limited and Justin Thomson.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1028thomsonemploymentle.htm) [added: [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1028thomsonemploymentle.htm)[(Incorporated by reference from Form 10-K filed on February 24, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1028thomsonemploymentle.htm)] | | | | | | | | |

| | | | 10.29 | | | * | | | [Summary of OHA Compensation [removed: Program](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1029summaryofcompensati.htm)] [added: Program](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1029summaryofcompensati.htm)[.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1029summaryofcompensati.htm) [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1029summaryofcompensati.htm)[(Incorporated by reference from Form 10-K filed on February 24, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1029summaryofcompensati.htm)] | | | | | | | | |

| | | | 21 | | | | | | [Subsidiaries of T. Rowe Price Group, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/a202110k-exhibit21q42021.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1113169/000111316923000007/a202210k-exhibit21q42022.htm)] | | | | | | | | |

| | | | 23 | | | | | | [Consent of Independent Registered Public Accounting Firm, KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/a202110k-exhibit23q42021.htm).] [added: LLP](https://www.sec.gov/Archives/edgar/data/1113169/000111316923000007/a202210k-exhibit23q42022.htm).] | | | | | | | | |

| | | | 31(i).1 | | | | | | [Rule 13a-14(a) Certification of Principal Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/trow-ex31i1_q42021.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1113169/000111316923000007/trow-ex31i1_q42022.htm)] | | | | | | | | |

| | | | 31(i).2 | | | | | | [Rule 13a-14(a) Certification of Principal Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/trow-ex31i2_q42021.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1113169/000111316923000007/trow-ex31i2_q42022.htm)] | | | | | | | | |

| | | | 32 | | | | | | [Section 1350 [removed: Certifications.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/trow-ex32_q42021.htm)] [added: Certifications.](https://www.sec.gov/Archives/edgar/data/1113169/000111316923000007/trow-ex32_q42022.htm)] | | | | | | | | |

Page [removed: 95][added: 100]

| | | | 10.30 | | | * | | | [T. Rowe Price Group, Inc. Mutual Fund Unit Plan](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a101mfuplan-final.htm)[.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a101mfuplan-final.htm) [(](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a101mfuplan-final.htm)[Incorporated by reference from Form 8-K Current Report filed on December](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a101mfuplan-final.htm) [2](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a101mfuplan-final.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a101mfuplan-final.htm)[.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a101mfuplan-final.htm)[)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a101mfuplan-final.htm) | | | | | | | | |

| | | | 10.31 | | | * | | | [Form of Notice of Grant--U.S. 6-Month Notice Period--Material Risk Taker](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a102ltip-noticeofgrantwith.htm) [(](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a102ltip-noticeofgrantwith.htm)[Incorporated by reference from Form 8-K Current Report filed on December 2](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a102ltip-noticeofgrantwith.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a102ltip-noticeofgrantwith.htm)[.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a102ltip-noticeofgrantwith.htm)[)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a102ltip-noticeofgrantwith.htm) | | | | | | | | |

| | | | 10.32 | | | * | | | [Form of Notice of Grant--U.S. 6-Month Notice Period--Non-Material Risk Taker](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a103ltip-noticeofgrantwith.htm) [(](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a103ltip-noticeofgrantwith.htm)[Incorporated by reference from Form 8-K Current Report filed on December 2](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a103ltip-noticeofgrantwith.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a103ltip-noticeofgrantwith.htm)[.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a103ltip-noticeofgrantwith.htm)[)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a103ltip-noticeofgrantwith.htm) | | | | | | | | |

| | | | 10.33 | | | * | | | [Form of Notice of Grant--U.S.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a104ltip-noticeofgrantwith.htm) [3](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a104ltip-noticeofgrantwith.htm)[\-Month Notice Period--](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a104ltip-noticeofgrantwith.htm)[Material Risk Taker](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a104ltip-noticeofgrantwith.htm) [(](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a104ltip-noticeofgrantwith.htm)[Incorporated by reference from Form 8-K Current Report filed on December 2](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a104ltip-noticeofgrantwith.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a104ltip-noticeofgrantwith.htm)[.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a104ltip-noticeofgrantwith.htm)[)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a104ltip-noticeofgrantwith.htm) | | | | | | | | |

| | | | 10.34 | | | * | | | [Form of Notice of Grant--U.S. 3-Month Notice Period--Non-Material Risk Taker](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a105ltip-noticeofgrantwith.htm) [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a105ltip-noticeofgrantwith.htm)[(](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a105ltip-noticeofgrantwith.htm)[Incorporated by reference from Form 8-K Current Report filed on December 2](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a105ltip-noticeofgrantwith.htm)[, 2022](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a105ltip-noticeofgrantwith.htm)[.](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a105ltip-noticeofgrantwith.htm)[)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a105ltip-noticeofgrantwith.htm) | | | | | | | | |

| | | | 10.35 | | | * | | | [Form of Notice of Grant--U.S. No Notice Period](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a106ltip-noticeofgrantwith.htm) [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a106ltip-noticeofgrantwith.htm)[(](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a106ltip-noticeofgrantwith.htm)[Incorporated by reference from Form 8-K Current Report filed on December 2](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a106ltip-noticeofgrantwith.htm)[, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a106ltip-noticeofgrantwith.htm) | | | | | | | | |

| | | | 10.36 | | | * | | | [Form of Notice of Grant--Non-U.S.--Material Risk Taker](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a107ltip-noticeofgrantousm.htm) [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a107ltip-noticeofgrantousm.htm)[(](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a107ltip-noticeofgrantousm.htm)[Incorporated by reference from Form 8-K Current Report filed on December 2](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a107ltip-noticeofgrantousm.htm)[, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a107ltip-noticeofgrantousm.htm) | | | | | | | | |

| | | | 10.37 | | | * | | | [Form of Notice of Grant--Non-U.S.--Non-Material Risk Taker](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a108ltip-noticeofgrantousn.htm) [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a108ltip-noticeofgrantousn.htm)[(](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a108ltip-noticeofgrantousn.htm)[Incorporated by reference from Form 8-K Current Report filed on December 2](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a108ltip-noticeofgrantousn.htm)[, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a108ltip-noticeofgrantousn.htm) | | | | | | | | |

| | | | 10.38 | | | * | | | [Form of Notice of Grant for Performance Based Awards--U.S.--Material Risk Taker](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a109ltip-noticeofgrantperf.htm) [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a109ltip-noticeofgrantperf.htm)[(](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a109ltip-noticeofgrantperf.htm)[Incorporated by reference from Form 8-K Current Report filed on December 2](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a109ltip-noticeofgrantperf.htm)[, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a109ltip-noticeofgrantperf.htm) | | | | | | | | |

| | | | 10.39 | | | * | | | [Form of Notice of Grant for Performance Based Awards--U.S.--Non-Material Risk Taker](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1010ltip-noticeofgrantper.htm) [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1010ltip-noticeofgrantper.htm)[(](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1010ltip-noticeofgrantper.htm)[Incorporated by reference from Form 8-K Current Report filed on December 2](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1010ltip-noticeofgrantper.htm)[, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1010ltip-noticeofgrantper.htm) | | | | | | | | |

| | | | 10.40 | | | * | | | [Form of Notice of Grant for Performance Based Awards--Non-U.S.--Material Risk Taker](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1011ltip-noticeofgrantper.htm) [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1011ltip-noticeofgrantper.htm)[(](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1011ltip-noticeofgrantper.htm)[Incorporated by reference from Form 8-K Current Report filed on December 2](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1011ltip-noticeofgrantper.htm)[, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1011ltip-noticeofgrantper.htm) | | | | | | | | |

| | | | 10.41 | | | * | | | [Form of Notice of Grant for Performance Based Awards--Non-U.S.--Non-Material Risk Taker](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1012ltip-noticeofgrantper.htm) [](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1012ltip-noticeofgrantper.htm)[(](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1012ltip-noticeofgrantper.htm)[Incorporated by reference from Form 8-K Current Report filed on December 2](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1012ltip-noticeofgrantper.htm)[, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1012ltip-noticeofgrantper.htm) | | | | | | | | |

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

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

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

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

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

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

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

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

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

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

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

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

Page [removed: 96][added: 101]

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: 24, 2022.][added: 15, 2023.]

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: 24, 2022.][added: 15, 2023.]

Page [removed: 97][added: 102]

/s/ Olympia J.

Snowe, Director