T. Rowe Price (TROW) 10-K risk factor changes: FY2023 vs FY2022

Prolonged periods of strong relative investment performance and/or strong investor inflows has resulted [removed: in] [added: in,] and may result [removed: in] [added: in,] capacity constraints within certain strategies, which can lead to, among other things, the closure of those strategies to new investors.

Our managed investment portfolios may have significant investments in markets that are subject to risk of loss from political or diplomatic developments, government policies, [added: wars, conflicts or] civil [removed: unrest,] [added: unrest (such as the Russian invasion of Ukraine, the threat that Russia’s military aggression may expand beyond Ukraine, and the recent conflicts in the Middle East), trade wars or tariffs,] currency fluctuations, illiquidity and capital controls, and changes in legislation related to ownership limitations.

A decrease in the value of [added: our] assets under [removed: our] management, or an adverse change in their composition, particularly in market segments where our assets are concentrated, could have a material adverse effect on our investment advisory fees and revenues.

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

Furthermore, many aspects of the asset management industry are seeing increased regulatory activity and scrutiny, in particular related to [removed: ESG] [added: environmental, social, and governance ("ESG")] practices and related matters, transparency and unbundling of fees, inducements, conflicts of interest, risk management, cybersecurity, technology, [added: privacy and data protection,] diversity, equity and inclusion, and compensation.

New investment strategies, investment vehicles, distribution channels, advancement in technology and digital wealth and distribution [removed: tools] [added: 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: In addition, our information systems and technology platforms might not be able to accommodate our] business operations, and the cost of maintaining [added: or upgrading] such systems might increase from its current level.

If any of these [removed: factors] [added: scenarios] were to [removed: arise] [added: arise,] it could disrupt our operations, increase our expenses or result in financial exposure, regulatory [removed: inquiry] [added: inquiry, litigation] or reputational damage.

Our business model is dependent on our personnel, who as part of their roles support [added: disclosure and] internal controls, [added: compliance,] supervision, technology and training to provide comfort that our activities do not violate applicable guidelines, rules and regulations or adversely affect our clients, counterparties or us.

Our personnel and the personnel of others involved in our business may make errors or engage in fraudulent or malicious activities, that are not always immediately [removed: detected,] [added: detected or that cannot be easily remediated,] which may disrupt our operations, cause losses, lead to regulatory fines or sanctions, litigation, or otherwise damage our reputation.

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

[added: 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.

[removed: A] [added: While we maintain various compliance procedures and other controls to seek to prevent, detect and correct such errors, any] 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.

Any such [removed: effects] [added: events] could cause our revenues and profitability to [removed: decline.][added: decline, and significant errors for which we are]

[removed: Significant errors for which we are] responsible could [added: have a material adverse] impact [added: on] our reputation, results of operations, financial condition or liquidity.

- variations in the level of total compensation expense due to changes in, among other things, bonuses, stock-based awards, employee benefit costs due to regulatory or plan design changes, [added: labor market conditions,] our employee count and mix, competitive factors, market performance, and inflation;

- changes in the costs incurred for third-party service providers that perform certain administrative and operating [removed: services;][added: services, including as a result of changes in market conditions, labor costs and inflation;]

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

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

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

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

Additionally, changes in the status of tax deferred investment options, including retirement plans, tax-free municipal bonds, the capital gains and corporate dividend tax rates, and other individual and corporate tax rates could cause [removed: investors to view certain investment products less favorably and reduce investor demand for products and services we offer, which could have an adverse effect on our assets under management and revenues.]

Examinations and audits by tax authorities could result in additional tax payments for prior [removed: periods.][added: periods, which could impact our financial results.]

We have a process to evaluate whether to record tax liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional income taxes will be [removed: due.][added: due, and adjust these liabilities in light of changing facts and circumstances.]

Due to the complexity of some of these uncertainties, however, the ultimate resolution may result in a payment that is materially different from our [removed: estimates.][added: estimates and impact our financial results.]

[removed: These contracted third-party] [added: Third-party financial] intermediaries [added: we contract with] generally offer their clients various investment products in addition to, and in competition with, our investment products, and have no contractual obligation to encourage investment in our products.

These professionals and consultants [removed: can] [added: may] favor a competing investment product [removed: as better meeting their particular clients' needs.][added: for reasons we cannot control.]

Moreover, we can provide no assurance that we will continue to have access to the third-party financial intermediaries that currently distribute our [removed: products,] [added: products on favorable terms] or [added: at all, or] that we will continue to have the opportunity to offer all or some of our existing products through them.

Natural disasters and other unpredictable events could adversely affect our [removed: operations.][added: operations and financial results.]

[removed: Armed] [added: The occurrence of extreme events, such as armed] conflicts, [removed: trade wars, tariffs or sanctions,] terrorist attacks, [removed: cyberattacks, power] [added: epidemic, pandemic or disease outbreaks (such as the Covid-19 pandemic), infrastructure] failures, [removed: epidemics] [added: natural disasters] or [removed: pandemics, climate change, increased severity of] [added: extreme] weather [removed: events,] [added: events (which may increase in intensity] or [removed: natural disasters] [added: frequency as a result of climate change),] and other events outside of our control could adversely affect our revenues, expenses, and net income by:

A significant portion of our business operations are concentrated in the Baltimore, Maryland region; Colorado Springs, Colorado; [added: Forth Worth, Texas; New York City, New York;] and in London, England.

In addition, we maintain offices with associates in many other global locations, including Sydney, Australia; Hong Kong; Singapore; Tokyo, Japan; and [removed: Luxembourg.][added: Luxembourg, some of which are in areas that are particularly vulnerable to extreme events.]

If we lose the availability of any associates, or, if we are unable to respond adequately to such an event in a timely manner, we may be unable to [added: service our clients or] timely resume our business operations, which could lead to financial losses, a tarnished reputation and loss of clients that could result in a decrease in assets under management, lower revenues, and materially reduced net [removed: income.][added: income, particularly if our responses to such events are less adequate than those of our competitors.]

[removed: Global pandemics] [added: Pandemics, epidemics or disease outbreaks, as well as measures enacted to prevent their spread, may] create significant volatility, uncertainty and [removed: economic] disruption to the global economy and may [removed: further] impact our business, financial condition and results of operations.

[removed: The] [added: For example, the] coronavirus pandemic has adversely affected global financial markets and impacted global supply chains.

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

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

Separately from the investments we manage for our clients, we currently have a substantial investment [removed: portfolio.][added: portfolio]

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

In addition, acquisitions and related transactions involve risks, including unanticipated problems regarding integration of investor account and investment security recordkeeping, additional or new regulatory requirements, operating facilities and technologies, and new employees; adverse effects on our earnings in the event acquired intangible assets or goodwill become impaired; [added: distracting management] and [added: other key personnel from our existing businesses; and] the existence of liabilities or contingencies not disclosed to or otherwise known by us prior to closing a transaction.

Poor performance relative to other competing products tends to result in decreased sales and increased redemptions with corresponding decreases in our revenues.

Any redemptions and other withdrawals from, or shifting among, our investment portfolios could reduce our assets under management.

These could be caused by investors reducing their investments in our portfolios in general or in the market segments in which we focus; investors taking profits from their investments; and portfolio risk characteristics, which could cause investors to move assets to other investment managers.

If our clients reduce their investments with us, and we are not able to attract new clients, our AUM, revenue and earnings could decline.

In addition, our existing information systems and technology platforms might not be able to accommodate our

Page 14

investors to view certain investment products less favorably and reduce investor demand for products and services we offer, which could have an adverse effect on our assets under management and revenues.

- affecting the availability of infrastructure upon which our operations depend, such as road networks and electrical power grids;

in a variety of asset classes including equities, fixed income products, multi-asset products, financial instruments, real estate and alternative investments.

Investments in these products are generally made to establish a track record, meet purchase size requirements for trading blocks or demonstrate economic alignment with other investors in our funds.

Redemptions and other withdrawals from, or shifting among, client portfolios also reduce our investment income.

These changes could be caused by investors reducing their investments in client portfolios in general or in the market segments in which we focus; investors taking profits from their investments; and portfolio risk

characteristics, which could cause investors to move assets to other investment managers.

Poor performance relative to other competing products tends to result in decreased sales and increased redemptions with corresponding decreases in our revenues, which may have a material adverse effect on us.

Our financial condition and liquidity would be adversely affected by losses on our seed capital and co-investments.

We have capital held in investment products we manage in a variety of asset classes, including equities, fixed income products, multi-asset products, financial instruments, real estate and alternative investments.

Investments in these products are generally made to establish a track record, meet purchase size requirements for trading blocks or demonstrate economic alignment with other investors in our funds.

Adverse market conditions may result in the need to write down the value of these seed capital and co-investments, which may adversely affect our results of operations or liquidity.

Additionally, over the past several years the pace

In October 2023, the U.S. Department of Labor proposed a new rule updating the definition of an investment advice fiduciary under ERISA (“Retirement Security Rule”), which would apply to retirement plans and accounts that comprise a majority of our accounts.

We are monitoring the rulemaking process and the potential impact the Retirement Security Rule may have on our business.

Future changes to laws

For example, the EU’s Sustainable Finance Disclosure Regulation imposes mandatory ESG disclosure obligations on asset managers and other financial markets participants, requiring all covered firms to disclose how financial products integrate sustainability risks in the investment process, including whether they consider adverse sustainability impacts, and sustainability-related information for products promoting sustainable objectives.

The availability of such disclosures may impact the investment decisions of European investors.

Furthermore, federal regulators, as well as state legislatures and regulators in the U.S. have proposed or adopted laws and regulations to pursue similar initiatives, such as the SEC’s proposed climate disclosure rules.

Conversely, some U.S. states have adopted or proposed legislation or otherwise have taken official positions restricting or prohibiting state government entities from doing certain business with entities they believe are discriminating against particular industries or considering ESG factors in their investment processes and proxy voting.

As jurisdictions globally continue to develop legal frameworks on ESG and sustainability regulations, our industry and business may face increasingly fragmented regulatory frameworks, which may result in complex and potentially conflicting compliance obligations and legal and regulatory uncertainty.

20

could heighten this risk.

Our business operations rely on such data being available as and when needed and not being subjected to loss or unauthorized access or alteration.

- materially impair our business operations,

Any damage to our brand

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

We adjust these liabilities in light of changing facts and circumstances.

Over the last several years, the global financial markets have been monitoring and reacting to the novel coronavirus pandemic.

changes.

Losses of assets from our client investors would decrease our revenues and net income, possibly materially.

suspension of our employees, fines, penalties, sanctions, injunctive relief, exclusion from certain markets, or temporary or permanent loss of licenses or registrations necessary to conduct our business.

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

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

They may also result in changes to our product or service offerings.

We carry insurance in amounts and under terms that we believe are appropriate.

Our [removed: 2022] [added: 2023] revenues and net income are derived primarily from investment advisory services provided to individual and institutional investors in [removed: U.S. mutual funds, subadvised funds, separately managed accounts, collective] [added: a broad range of] investment [removed: trusts,] [added: solutions across equity, fixed income, multi-asset,] and [removed: other sponsored products.][added: alternative capabilities.]

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

Returns of several major equity market indexes for [removed: 2022] [added: 2023] are as follows:

| S&P 500 Index | | | [removed: (18.1)%] [added: 26.3%] | | |

| NASDAQ Composite Index(1) | | | [removed: (33.1)%] [added: 43.4%] | | |

| Russell 2000 Index | | | [removed: (20.4)%] [added: 16.9%] | | |

| MSCI EAFE (Europe, Australasia, and Far East) Index | | | [removed: (14.0)%] [added: 18.9%] | | |

| MSCI Emerging Markets Index | | | [removed: (19.7)%] [added: 10.3%] | | |

The 10-year U.S. Treasury note yield [removed: increased from 1.52% to 3.88% in 2022.][added: started and ended the year at 3.88%.]

Tax-free municipal bonds [removed: declined but outperformed] [added: outpaced] the [added: broad] taxable bond market.

Returns of several major bond market indexes for [removed: 2022] [added: 2023] are as follows:

| Bloomberg Barclays U.S. Aggregate Bond Index | | | [removed: (13.0)%] [added: 5.5%] | | |

| [removed: JPMorgan] [added: J.P. Morgan] Global High Yield Index | | | [removed: (10.2)%] [added: 13.3%] | | |

| Bloomberg Barclays Municipal Bond Index | | | [removed: (8.5)%] [added: 6.4%] | | |

| Bloomberg Barclays Global Aggregate Ex-U.S. Dollar Bond Index | | | [removed: (18.7)%] [added: 5.7%] | | |

| [removed: JPMorgan] [added: J.P. Morgan] Emerging Markets Bond Index Plus | | | [removed: (24.7)%] [added: 10.3%] | | |

| [removed: ICE] Bank of America [removed: U.S.] [added: US] High Yield Index | | | [removed: (11.2)%] [added: 13.5%] | | |

| Credit Suisse Leveraged Loan Index | | | [removed: (1.1)%] [added: 13.0%] | | |

Assets under management ended [removed: 2022] [added: 2023] at [removed: $1,274.7] [added: $1,444.5] billion, [removed: a decrease] [added: an increase] of [removed: $413.1] [added: $169.8] billion from the end of [removed: 2021.][added: 2022.]

This [removed: decrease] [added: increase] was primarily driven by net market [removed: depreciation] [added: appreciation] and [removed: losses, including] [added: income, net of] distributions not reinvested, of [removed: $351.4 billion and] [added: $251.6 billion, offset by] net cash outflows of [removed: $61.7 billion for 2022.][added: $81.8 billion.]

| Acquired assets under management | | | | | | — | | | | | | [removed: —] [added: 5.2] | | | | | | [removed: 1.2] [added: —] | | | | | | [added: 41.7] | | | | | | [removed: 1.2] [added: 46.9] | | |

| Assets under management at December 31, 2020 | | | | | | [removed: 794.6] [added: $] | [added: 895.8] | | | | | [removed: 400.1] [added: $] | [added: 168.7] | | | | | [removed: 275.8] [added: $] | [added: 406.0] | | | | | [added: $] | [added: —] | | | | | [removed: 1,470.5] [added: $] | [added: 1,470.5] | |

| Assets under management at December 31, 2022 | | | | | | [removed: 627.8 |] [added: 664.2] | | | | | [removed: 320.5] | [added: 167.0] | | | | | [removed: 326.4] | [added: 400.1] | | | | | | [added: 43.4] | | | | | [removed: $] | 1,274.7 | | [added: |]

| [removed: Acquired assets] [added: Assets] under management [added: (AUM) (in billions)] | | | | | | [removed: —] | | | | | | [removed: 1.2] | | | | | | [removed: —] | | | | | | [removed: —] | | | | | | [removed: 1.2] | | | [added: | | | | | | | | |]

| Net cash [removed: flows] [added: flows(3)] | | | | | | (44.6) | | | | | | 1.2 | | | | | | 14.9 | | | | | | — | | | | | | (28.5) | | |

| Net market appreciation [added: (depreciation)] and [removed: income(3)] [added: income(4)] | | | | | | 141.5 | | | | | | [removed: .6] [added: 0.6] | | | | | | 56.8 | | | | | | — | | | | | | 198.9 | | |

| Net cash [removed: flows] [added: flows(3)] | | | | | | (72.7) | | | | | | 4.1 | | | | | | 4.9 | | | | | | 2.0 | | | | | | (61.7) | | |

| Net market [removed: depreciation] [added: appreciation (depreciation)] and [removed: losses(3)] [added: income(4)] | | | | | | (255.8) | | | | | | (12.8) | | | | | | (82.5) | | | | | | (0.3) | | | | | | (351.4) | | |

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

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

Generally, only those strategies with longer than daily liquidity are [removed: included.*][added: included.]

Investment advisory clients outside the U.S. [removed: account] [added: accounted] for [removed: 9.1%] [added: 8.6%] of our assets under management at December 31, [removed: 2022] [added: 2023] and [removed: 9.9%] [added: 9.1%] at December 31, [removed: 2021.][added: 2022.]

[removed: Our] [added: For 2022,] net [removed: cash] outflows [removed: in 2022 are] [added: were] driven primarily by our growth-oriented equity strategies sourced from U.S. intermediaries.

From a [removed: geography] [added: geographical] perspective, the Americas and EMEA regions experienced net outflows predominantly in equity in both regions, while APAC had positive net flows.

These outflows also reflect the redemption of about $2.5 billion from [removed: our U.S. mutual fund investments] [added: fixed income] to fund the cash portion of [removed: the] [added: our] OHA acquisition.

[removed: Our] [added: Assets under management in our] target date retirement products, which are included in the multi-asset [removed: totals] [added: column] shown above, [removed: continue to be a significant part of our assets under management.][added: were $408.4 billion at December 31, 2023, compared with $334.2 billion at December 31, 2022, and $391.1 billion at December 31, 2021.]

We [removed: also] provide strategic investment advice solutions for certain portfolios.

majority is overseen by our multi-asset division, may include strategic asset allocation, and in certain portfolios, [removed: asset selection and/or tactical asset allocation overlays.]

We also offer advice solutions through retail separately [removed: managed accounts and separately managed accounts model delivery.]

[removed: As of December 31, 2022, total assets in] these solutions were [removed: $410] [added: $499] billion, of which [removed: $403] [added: $487] billion are included in our reported assets under management in the tables above.

The investment management industry has been evolving and industry participants are facing several challenging trends including passive investments taking market share from traditional active strategies; continued downward fee pressure; demand for new investment vehicles to meet client needs; and an ever-changing regulatory landscape.

Major U.S. stock indexes produced strong gains in 2023.

Due in part to generally favorable corporate earnings, a resilient economy, and increased investor interest in artificial intelligence, equities were led by a relatively small group of high-growth, technology-oriented mega-cap companies.

The market overcame bearish factors such as regional bank turmoil in the spring; uncertainty about Congress and President Biden agreeing to raise the debt ceiling; geopolitical tensions; and a sluggish Chinese economic recovery amid property sector distress.

Arguably the most significant factor affecting the U.S. economy and the financial markets throughout the year was rising interest rates in response to elevated inflation.

The Federal Reserve raised short-term interest rates four times through the end of July, lifting the fed funds target rate to the 5.25% to 5.50% range.

Long-term U.S. Treasury yields climbed for much of the year, peaking in October, before falling sharply in response to weaker-than-expected inflation and labor market data.

Equities rallied through year-end, as Fed officials projected at their mid-December policy meeting that there could be three quarter-point rate cuts in 2024.

Developed non-U.S. equity markets produced strong gains in U.S. dollar terms; returns to U.S. investors were lifted by a weaker dollar versus major European currencies.

In Europe, equity markets advanced broadly.

UK shares gained about 14% but lagged various markets in the European Union.

In developed Asia, equities in Japan led the region with a gain of about 21%, helped by the continuation of a highly stimulative monetary policy.

Hong Kong stocks declined nearly 15%, hurt in part by Chinese economic and property market weakness.

Emerging equity markets produced solid gains but underperformed stocks in developed markets in U.S. dollar terms.

Most markets in Latin America produced very strong returns.

In the emerging Europe, Middle East, and Africa

(EMEA) region, market performance was largely positive.

In emerging Asia, several markets rose sharply, but Chinese shares tumbled more than 11%.

Global bond returns produced positive returns in U.S. dollar terms in 2023, thanks to a late-year drop in longer-term interest rates in many countries.

In the U.S., Treasury bill yields rose as the Federal Reserve lifted the fed funds target rate to the 5.25% to 5.50% range by the end of July and kept the target range steady through the end of the year.

Intermediate- and long-term U.S. Treasury yields climbed to multi-year highs by late October.

The 10-year U.S. Treasury note yield reached the 5.00% level for the first time in about 16 years.

Yields plunged in the last two months of the year, however, amid signs of disinflation, labor market softening, and expectations for Fed rate cuts in 2024.

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

Corporate bonds produced very strong gains.

Mortgage-backed, commercial mortgage-backed, and asset-backed securities performed in line with the broad market index.

U.S. Treasury securities trailed with milder gains.

High yield corporate bonds, which are less sensitive to interest rate movements and more sensitive to credit-related trends, strongly outperformed higher-quality bonds.

Bonds in developed non-U.S. markets produced positive returns in U.S. dollar terms, helped by a weaker dollar versus major European currencies.

In Europe, long-term government bond yields climbed as major central banks raised short-term rates for most of the year.

Long-term yields retreated with U.S. Treasury yields in the fourth quarter as inflation pressures eased and the major central banks kept short-term rates steady.

In Japan, long-term Japanese government bond (JGB) yields were fairly steady in the first half of the year but climbed from July through late October.

During that timeframe, the Bank of Japan (BoJ) increased the flexibility of its yield curve control policy, and the 10-year JGB yield approached 1.00%—its highest level in more than a decade.

Yields retreated in November and December.

Emerging markets bonds produced strong returns in dollar terms.

Bonds denominated in local currencies fared better than dollar-denominated issues, as most emerging markets currencies strengthened versus the U.S. dollar.

| Net cash flows(3) | | | | | | (85.4) | | | | | | (6.8) | | | | | | 9.1 | | | | | | 1.3 | | | | | | (81.8) | | |

| Net market appreciation (depreciation) and income(4) | | | | | | 164.8 | | | | | | 9.8 | | | | | | 73.8 | | | | | | 3.2 | | | | | | 251.6 | | |

| Change during the period | | | | | | 79.4 | | | | | | 3.0 | | | | | | 82.9 | | | | | | 4.5 | | | | | | 169.8 | | |

| Assets under management at December 31, 2023 | | | | | | $ | 743.6 | | | | | $ | 170.0 | | | | | $ | 483.0 | | | | | $ | 47.9 | | | | | $ | 1,444.5 | |

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.

The general trend to passive investing has been persistent and accelerated in recent years, which has negatively impacted our new client inflows.

However, over the long term we expect well-executed active management to play an important role for investors.

across the globe seeking attractive yields and risk-adjusted returns.

As of December 31, 2022, OHA had $57 billion of capital under management (which includes net asset value, portfolio value and/or unfunded capital).

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.

However, Turkish stocks soared as the central bank reduced interest rates in the latter half of the year despite elevated inflation.

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.

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.

Clients transferred $12.4 billion in net assets from the U.S. mutual funds primarily to collective investment trusts, of which $8.7 billion transferred into the retirement date trusts.

The following table details changes in our assets under management by vehicle during the last three years:

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

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

| (in billions) | | | | | | U.S. mutual funds | | | | | | Subadvised and separate accounts | | | | | | Collective investment trusts and other investment products | | | | | | | | | | | | Total | | |

| Assets under management at December 31, 2019 | | | | | | $ | 682.7 | | | | | $ | 313.8 | | | | | $ | 210.3 | | | | | | | | | | | $ | 1,206.8 | |

| Net cash flows before client transfers | | | | | | (11.5) | | | | | | 8.0 | | | | | | 9.1 | | | | | | | | | | | | 5.6 | | |

| Client transfers | | | | | | (13.7) | | | | | | 2.0 | | | | | | 11.7 | | | | | | | | | | | | — | | |

| Net cash flows after client transfers | | | | | | (25.2) | | | | | | 10.0 | | | | | | 20.8 | | | | | | | | | | | | 5.6 | | |

| Net market appreciation and income | | | | | | 140.0 | | | | | | 76.3 | | | | | | 43.7 | | | | | | | | | | | | 260.0 | | |

| Distributions not reinvested | | | | | | (2.9) | | | | | | — | | | | | | (.2) | | | | | | | | | | | | (3.1) | | |

| Change during the period | | | | | | 111.9 | | | | | | 86.3 | | | | | | 65.5 | | | | | | | | | | | | 263.7 | | |

| Net cash flows before client transfers | | | | | | (4.9) | | | | | | (34.0) | | | | | | 10.4 | | | | | | | | | | | | (28.5) | | |

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

Rowe Price manages its cash and discretionary investments exposure to market risk by diversifying its investments among [removed: equity and] [added: various] fixed income portfolios.

The potential future loss of value, before any income tax benefits, of these investments at December 31, [removed: 2022] [added: 2023] was determined by using the lower of each product’s lowest net asset value per share during [removed: 2022] [added: 2023] or its net asset value per share at December 31, [removed: 2022,] [added: 2023,] reduced by 10%.

| (in millions) | | | Fair value [removed: 12/31/2022] [added: 12/31/2023] | | | | | | Potential lower value | | | | | | Potential loss | | | | | | | | |

| Seed capital not consolidated | | | [removed: 195.1] [added: 247.8] | | | | | | [removed: 175.1] [added: 219.3] | | | | | | [removed: 20.0] [added: 28.5] | | | | | | [removed: 10] [added: 12] | | % |

| Investments designated as an economic hedge of supplemental savings plan liability | | | [removed: 760.7] [added: 806.6] | | | | | | [removed: 682.1] [added: 692.6] | | | | | | [removed: 78.6] [added: 114.0] | | | | | | [removed: 10] [added: 14] | | % |

| Investments in affiliated collateralized loan obligations | | | [removed: 6.4] [added: 8.4] | | | | | | [removed: 5.8] [added: 7.6] | | | | | | [removed: .6] [added: 0.8] | | | | | | [removed: 9] [added: 10] | | % |

| Investment partnerships and other investments held at fair value | | | $ | [removed: 87.1] [added: 69.7] | | | | | $ | [removed: 75.9] [added: 64.9] | | | | | $ | [removed: 11.2] [added: 4.8] | | | | | [removed: 13] [added: 7] | | % |

Since we are hedging the liability, [removed: an] [added: the] impact on our net income attributable to T.

Our most significant exposure relates to the translation of the financial statements of our equity method investment in UTI [removed: ($158.8] [added: ($164.5] million at December 31, [removed: 2022).][added: 2023).]

We had a cumulative translation loss, net of tax, of [removed: $50.5] [added: $51.9] million at December 31, [removed: 2022,] [added: 2023,] related to our investment in UTI.

The majority of our currency translation risk on our consolidated balance sheet at December 31, [removed: 2022,] [added: 2023,] related to cash and non-consolidated investments of [removed: $209.6] [added: $226.0] million that are denominated in foreign currencies.

| Discretionary investments | | | $ | 246.4 | | | | | $ | 221.8 | | | | | $ | 24.6 | | | | | 10 | | % |

| Total | | | $ | 1,309.2 | | | | | $ | 1,141.3 | | | | | $ | 167.9 | | | | | 13 | | % |

| Discretionary investments | | | $ | 212.0 | | | | | $ | 190.8 | | | | | $ | 21.2 | | | | | 10 | | % |

| Seed capital | | | 1,032.0 | | | | | | 904.6 | | | | | | 127.4 | | | | | | 12 | | % |

| Investments designated as an economic hedge of supplemental savings plan liability | | | 67.0 | | | | | | $ | 60.3 | | | | | $ | 6.7 | | | | | 10 | | % |

| Total | | | $ | 1,311.0 | | | | | $ | 1,155.7 | | | | | $ | 155.3 | | | | | 12 | | % |

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

| 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 | | % |

Rowe Price Group.

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

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

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

We distribute our broad array of active investment [removed: strategies] [added: solutions] through a diverse set of distribution channels and vehicles to meet the needs of our clients globally.

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

Despite [removed: the headwinds,] [added: these challenging trends,] we believe there are significant opportunities that align to our core capabilities.

[removed: As such, we have been responding] [added: Our ongoing financial strength and discipline allows us to respond to these opportunities] with several strategic, multi-year initiatives that are designed to strengthen our long-term competitive position and to:

- Access growth [added: of the U.S. wealth management channel] through improved [removed: investment vehicles,] [added: vehicle capabilities,] technology, [removed: sales] [added: specialist sales,] and content.

- Focus on further [added: global] growth in [added: select high-opportunity] countries where we have [removed: an] existing business by investing more in resources, products, and [removed: marketing in high opportunity countries.][added: marketing.]

- Deepen client relationships and renew our individual [removed: client] [added: investor] base by innovating and investing in our capabilities to deliver [added: world class service and] a differentiated offer to clients.

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

[removed: Financial Overview / Assets Under Management][added: ASSETS UNDER MANAGEMENT (AUM).]

During [removed: 2022,] [added: 2023,] we derived [removed: the vast majority] [added: most] of our consolidated net revenues and net income from investment advisory services provided by our subsidiaries, primarily T.

Rowe Price [removed: Associates,] [added: Associates (TRPA),] T.

This [removed: decrease] [added: increase in assets under management] was [removed: primarily] driven by market [removed: depreciation and losses, including] [added: appreciation, net of] distributions not reinvested, of [removed: $351.4 billion and] [added: $251.6 billion, offset by] net cash outflows of [removed: $61.7] [added: $81.8] billion.

| [removed: U.S. mutual funds] [added: U.S. Mutual Funds] | | | [removed: $] | [removed: 627.8] | | [added: x] | | | [removed: $] | [removed: 871.4] | | [added: x | | | | | | x | | | x | | |]

| [removed: Collective investment trusts] [added: Collective Investment Trusts] | | | [removed: 223.9] | | | | | | [removed: 258.3] | | | [added: | | | | | | x | | | x | | |]

| [added: | | |] Fixed [removed: income,] [added: Income,] including money market | | | [removed: 167.0] | | | [removed: | | | 175.7] [added: Retail(4)] | | |

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

In [removed: 2022,] [added: 2023,] our target date retirement products experienced net cash inflows of [removed: $11.3] [added: $13.1] billion.

The assets under management in our target date retirement products totaled [removed: $334.2] [added: $408.4] billion at December 31, [removed: 2022,] [added: 2023,] or [removed: 26.2%] [added: 28.3%] of our managed assets at December 31, [removed: 2022,] [added: 2023,] compared with [removed: 23.2%] [added: 26.2%] at the end of [removed: 2021.][added: 2022.]

We distribute our products across [added: a diversified client base across five primary distribution channels in] three broad geographical regions: Americas; Europe, Middle East and Africa ("EMEA"); and Asia Pacific ("APAC").

We service clients in [removed: 55] [added: 51] countries around the world.

Investors domiciled outside the U.S. represented about 9% of total assets under management at the end of [removed: 2022.][added: 2023.]

The following table outlines the [removed: types of products within each] [added: five] distribution [removed: channel] [added: channels and products] through which our assets under management are sourced as of December 31, [removed: 2022.][added: 2023.]

| [removed: Americas financial intermediaries] | | | | | | [removed: EMEA & APAC] [added: Americas] financial intermediaries | | | [added: EMEA & APAC financial intermediaries] | | | Individual U.S. investors on a direct basis | | | | | | U.S. [removed: retirement plan sponsors - full service recordkeeping | | |] [added: Defined Contribution] | | | Global institutions | | |

| [removed: U.S. Mutual Funds | | |] [added: SICAVs(2) / FCPs(3)] | | | [removed: SICAVs(2) / FCPs(3)] | | | | | | [removed: U.S. Mutual Funds] [added: x] | | | | | | [removed: U.S. Mutual Funds] | | | | | | [removed: U.S. Mutual Funds] [added: x] | | |

| [removed: Managed] [added: Managed] Accounts / Model [removed: Delivery | | |] [added: Delivery] | | | [removed: Subadvised Accounts] | | | [added: x] | | | [removed: Model Portfolios(6)] [added: x] | | | | | | | | | | | | [removed: Separate / Subadvised Accounts] | | |

| [removed: Model Portfolios(1) | | |] [added: Active Exchange-Traded Funds] | | | [removed: Japanese ITMs(5)] | | | [added: x] | | | [removed: Active Exchange-Traded Funds] | | | [added: x] | | | | | | | | | [removed: Canadian Pooled Funds] | | |

| [removed: Canadian] [added: Canadian] Pooled [removed: Funds | | |] [added: Funds] | | | | | | [added: x] | | | | | | | | | | | | | | | [removed: Private Funds] [added: x] | | |

(2)Société d'Investissement à Capital Variable (Luxembourg), (3)Fonds Commun de Placement (Luxembourg), (4)Open-Ended Investment Company (U.K.), (5)Japanese Investment Trust Management Funds, [removed: (6)Provided] [added: (6) Provided] through our ActivePlus and Retirement Advisory Service Portfolios.

The following tables set forth our broad investment capabilities as of December 31, [removed: 2022.][added: 2023.]

| *Global / International:* | | | [removed: N/R] [added: N/O] | | | [removed: N/R] [added: N/O] | | | Euro High Yield, High Income, Global High Yield | | | Global Government Bond, Global Government Bond ex-Japan, Global Government Bond High Quality | | | [removed: N/R] [added: N/O] | | | Global Investment Grade Corporate, Euro Investment Grade Corporate | | |

| [added: | | |] Multi-Sector | | | Dynamic Suite | | | Emerging Markets | | | Municipal | | | Impact | | | [removed: | | |]

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

| *Global / International:* | | | Global Multi-Sector, Global Aggregate, International Bond, Euro Aggregate | | | Dynamic Credit, Dynamic Global Bond, Dynamic Global Bond Investment Grade, Dynamic Emerging Markets Bond | | | EM Bond, EM Corporate, EM Corporate High Yield, EM Corporate Investment Grade, EM Local Bond, Asia Credit | | | [removed: N/R] [added: N/O] | | | Global Impact Credit | | |

| Custom Solutions | | | Real Assets | | | Retirement Income | | | [added: N/O] | | | [added: N/O] | | | | | |

| Stressed / Distressed | | | CLOs - Non-Investment Grade | | | Special Situations | | | [added: N/O] | | | [added: N/O] | | | | | |

We employ fundamental and quantitative security analysis in the performance of the investment [removed: advisory] [added: management] function through substantial internal [removed: equity and] [added: equity,] fixed [removed: income] [added: income, and alternative] investment research capabilities.

Our research staff operates primarily from offices located in the U.S. and U.K. with additional staff based in Australia, China, Hong Kong, Japan, [removed: Singapore,] and [removed: Switzerland.][added: Singapore.]

[removed: From time to time, we] [added: We] introduce new strategies, investment vehicles, [removed: and] [added: or] other products to complement and expand our investment offerings, [added: to] respond to competitive developments in the financial marketplace, and [added: to] meet the changing needs of our [removed: investment advisory] clients.

We are driven by our purpose: to identify and actively invest in opportunities to help people thrive in an evolving world.

With more than 80 years of experience, we provide a broad range of investment solutions across equity, fixed income, multi-asset, and alternative capabilities for clients around the world— from individuals to advisors to institutions to retirement plan sponsors.

We take an active, independent approach to investing, offering our dynamic perspective and meaningful partnership, so our clients can feel more confident.

Our common stock trades on the NASDAQ Global Select Market under the symbol "TROW".

It is also a unique time in our industry with a significant amount of money remaining out of the market as investors maintain a shorter investment time horizon and relatively low risk appetite.

- Sustain our leadership position in retirement.

- Nurture our brand globally and leverage it effectively across channels and geographies.

Rowe Price Investment Management (TRPIM), Oak Hill Advisors (OHA), and T.

Rowe Price International Ltd (TRPIL).

At December 31, 2023, we had $1,444.5 billion in assets under management, an increase of $169.8 billion from 2022.

The following charts show our AUM by asset class, client type, geography, and account type as of December 31 for the prior three years:


| | | | Equity | | | | | | Institutional(3) | | |

| | | | Alternatives(2) | | | | | | | | |

*(3)Institutional includes assets sourced from institutions along with defined contribution assets, including assets sourced through intermediaries and our full-service recordkeeping business.*

*(4)Retail includes assets sourced through our direct-marketed business and financial intermediaries.*


| | | | United States | | | | | | U.S. Defined Contribution | | |

| | | | APAC, EMEA, Canada | | | | | | Other Retirement | | |

| | | | | | | | | | Other Accounts | | |

SERVICES AND CAPABILITIES.

*N/O - Not offered*

*N/O - Not offered*

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

*N/O - Not offered*

| Vehicle | | | | | | Retail | | | | | | | | | | | | Institutional | | | | | |

| College Savings Plans | | | | | | x | | | | | | x | | | | | | | | | | | |

| Model Portfolios(1) | | | | | | x | | | | | | x(6) | | | | | | | | | | | |

| Subadvised Accounts | | | | | | x | | | x | | | | | | | | | | | | | | |

| Separate Accounts | | | | | | | | | | | | x | | | | | | x | | | x | | |

| OEICs(4) | | | | | | | | | x | | | | | | | | | | | | | | |

| Japanese ITMs(5) | | | | | | | | | x | | | | | | | | | | | | x | | |

| Australian Unit Trusts | | | | | | | | | x | | | | | | | | | | | | | | |

| Collateralized Loan Obligations | | | | | | | | | | | | | | | | | | | | | x | | |

| Business Development Company (BDC) | | | | | | x | | | | | | | | | | | | | | | x | | |

(1) Mutual fund models,.

We derive substantially all of our net revenue from investment advisory fees that are earned pursuant to agreements with our sponsored funds and clients.

For example, fee rates are typically higher for equities and alternatives as compared to multi-asset and fixed income products.

Additionally, fees rates are typically higher for commingled vehicles including U.S. mutual funds, private investment funds and collective investment trusts as compared to separately managed accounts and subadvised funds.

These performance-based fees are recognized when performance returns exceed the stated hurdle at the end of the performance period, which can lead to an uneven recognition pattern in a given year.

T.

We are focused on delivering global investment management excellence to help clients around the world achieve their long-term investment goals.

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

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

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

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

As of December 31, 2022, OHA had $57 billion of capital under management (which includes net asset value, portfolio value and/or unfunded capital).

Core Capabilities

Our ongoing financial strength and discipline has allowed us to take advantage of attractive growth opportunities and invest in key capabilities.

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

20

Rowe Price International Ltd., and OHA.

In March 2022, we established and launched T.

Rowe Price Investment Management, a separate SEC-registered investment advisor, to support our continued focus on generating strong investment results for clients.

Since its launch in March 2022, services related to this investment advisor have been included in our consolidated net revenue and net income.

At December 31, 2022, we had $1,274.7 billion in assets under management, including $627.8 billion in U.S. mutual funds, $320.5 billion in subadvised funds and separately managed accounts, $288.9 billion in collective investment trusts and other sponsored investment products, and $37.5 billion in private investment funds and CLOs.

Assets under management decreased $413.1 billion from the end of 2021.

The following tables show our assets under management by vehicle, asset class, distribution channel, and account type:

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

| (in billions) | | | 2022 | | | | | | 2021 | | |

| Assets under management by vehicle | | | | | | | | | | | |

| Subadvised and separately managed accounts | | | 320.5 | | | | | | 437.1 | | |

| T. Rowe Price collective investment trusts and other sponsored investment products: | | | | | | | | | | | |

| Stable value, variable annuity products, and exchange-traded funds | | | 29.6 | | | | | | 29.1 | | |

| SICAVs and other sponsored funds regulated outside the U.S. | | | 35.4 | | | | | | 55.9 | | |

| Total T. Rowe Price collective investment trusts and other sponsored investment products | | | 288.9 | | | | | | 343.3 | | |

| Affiliated private investment funds and CLOs | | | 37.5 | | | | | | 36.0 | | |

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

| Assets under management by asset class | | | | | | | | | | | |

| Equity | | | $ | 664.2 | | | | | $ | 992.7 | |

| Alternatives(2) | | | 43.4 | | | | | | 41.7 | | |

| Assets under management by distribution channel | | | | | | | | | | | |

| Global financial intermediaries(3) | | | $ | 629.2 | | | | | $ | 876.5 | |

| Global institutions(3)(4) | | | 322.6 | | | | | | 403.8 | | |

| Individual U.S. investors on a direct basis | | | 190.1 | | | | | | 244.8 | | |

| U.S. retirement plan sponsors - full service recordkeeping | | | 132.8 | | | | | | 162.7 | | |

| Assets under management by account type(5) | | | | | | | | | | | |

| Defined contribution retirement assets: | | | | | | | | | | | |

| Defined contribution - investment only | | | $ | 428.6 | | | | | $ | 557.1 | |

| Defined contribution - full-service recordkeeping | | | 132.4 | | | | | | 162.6 | | |

For the fiscal year ended December 31, [removed: 2022][added: 2023]

The aggregate market value of the common equity (all voting) held by non-affiliates (excludes executive officers and directors) computed using [removed: $113.61] [added: $112.02] per share (the NASDAQ Official Closing Price on June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $25.2] [added: $24.6] billion.

The number of shares outstanding of the registrant's common stock as of the latest practicable date, February [removed: 13, 2023,] [added: 12, 2024,] is [removed: 224,398,924.][added: 223,656,595.]

DOCUMENTS INCORPORATED BY REFERENCE: Certain portions of the registrant's Definitive Proxy Statement for the [removed: 2023] [added: 2024] 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: 97.][added: [94](#ibf89e79f8f34487c81b25aea9d5074c2_268).]

| ITEM 1. | | | Business | | | [removed: [2](#i12f6098dfd6748c3ad94eb330ce690dd_13)] [added: [2](#ibf89e79f8f34487c81b25aea9d5074c2_13)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#i12f6098dfd6748c3ad94eb330ce690dd_55)] [added: Factors](#ibf89e79f8f34487c81b25aea9d5074c2_55)] | | | [removed: [15](#i12f6098dfd6748c3ad94eb330ce690dd_55)] [added: [12](#ibf89e79f8f34487c81b25aea9d5074c2_55)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#i12f6098dfd6748c3ad94eb330ce690dd_58)] [added: Comments](#ibf89e79f8f34487c81b25aea9d5074c2_58)] | | | [removed: [26](#i12f6098dfd6748c3ad94eb330ce690dd_58)] [added: [24](#ibf89e79f8f34487c81b25aea9d5074c2_58)] | | |

| ITEM 2. | | | [removed: [Properties](#i12f6098dfd6748c3ad94eb330ce690dd_61)] [added: [Properties](#ibf89e79f8f34487c81b25aea9d5074c2_61)] | | | [removed: [26](#i12f6098dfd6748c3ad94eb330ce690dd_61)] [added: [26](#ibf89e79f8f34487c81b25aea9d5074c2_61)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#i12f6098dfd6748c3ad94eb330ce690dd_64)] [added: Proceedings](#ibf89e79f8f34487c81b25aea9d5074c2_64)] | | | [removed: [27](#i12f6098dfd6748c3ad94eb330ce690dd_64)] [added: [26](#ibf89e79f8f34487c81b25aea9d5074c2_64)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#i12f6098dfd6748c3ad94eb330ce690dd_67)] [added: Disclosures](#ibf89e79f8f34487c81b25aea9d5074c2_67)] | | | [removed: [27](#i12f6098dfd6748c3ad94eb330ce690dd_67)] [added: [26](#ibf89e79f8f34487c81b25aea9d5074c2_67)] | | |

| | | | Information about our [Executive [removed: Officers](#i12f6098dfd6748c3ad94eb330ce690dd_70)] [added: Officers](#ibf89e79f8f34487c81b25aea9d5074c2_70)] | | | [removed: [27](#i12f6098dfd6748c3ad94eb330ce690dd_70)] [added: [26](#ibf89e79f8f34487c81b25aea9d5074c2_70)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i12f6098dfd6748c3ad94eb330ce690dd_76)] [added: Securities](#ibf89e79f8f34487c81b25aea9d5074c2_1649267443826)] | | | [removed: [28](#i12f6098dfd6748c3ad94eb330ce690dd_76)] [added: [28](#ibf89e79f8f34487c81b25aea9d5074c2_73)] | | |

| ITEM 6. | | | Reserved | | | [removed: [29](#i12f6098dfd6748c3ad94eb330ce690dd_79)] [added: [28](#ibf89e79f8f34487c81b25aea9d5074c2_79)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i12f6098dfd6748c3ad94eb330ce690dd_82)] [added: Operations](#ibf89e79f8f34487c81b25aea9d5074c2_82)] | | | [removed: [29](#i12f6098dfd6748c3ad94eb330ce690dd_82)] [added: [28](#ibf89e79f8f34487c81b25aea9d5074c2_82)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i12f6098dfd6748c3ad94eb330ce690dd_139)] [added: Risk](#ibf89e79f8f34487c81b25aea9d5074c2_136)] | | | [removed: [54](#i12f6098dfd6748c3ad94eb330ce690dd_139)] [added: [54](#ibf89e79f8f34487c81b25aea9d5074c2_136)] | | |

| ITEM 8. | | | [Financial [removed: Statements](#i12f6098dfd6748c3ad94eb330ce690dd_142)] [added: Statements](#ibf89e79f8f34487c81b25aea9d5074c2_139)] | | | [removed: [56](#i12f6098dfd6748c3ad94eb330ce690dd_142)] [added: [56](#ibf89e79f8f34487c81b25aea9d5074c2_139)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i12f6098dfd6748c3ad94eb330ce690dd_226)] [added: Disclosure](#ibf89e79f8f34487c81b25aea9d5074c2_229)] | | | [removed: [93](#i12f6098dfd6748c3ad94eb330ce690dd_226)] [added: [90](#ibf89e79f8f34487c81b25aea9d5074c2_229)] | | |

| ITEM 9A. | | | Controls and Procedures | | | [removed: [93](#i12f6098dfd6748c3ad94eb330ce690dd_229)] [added: [90](#ibf89e79f8f34487c81b25aea9d5074c2_232)] | | |

| ITEM 9B. | | | Other Information | | | [removed: [93](#i12f6098dfd6748c3ad94eb330ce690dd_232)] [added: [90](#ibf89e79f8f34487c81b25aea9d5074c2_235)] | | |

| ITEM 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [93](#i12f6098dfd6748c3ad94eb330ce690dd_232)] [added: [90](#ibf89e79f8f34487c81b25aea9d5074c2_235)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#i12f6098dfd6748c3ad94eb330ce690dd_247)] [added: Governance](#ibf89e79f8f34487c81b25aea9d5074c2_250)] | | | [removed: [97](#i12f6098dfd6748c3ad94eb330ce690dd_247)] [added: [94](#ibf89e79f8f34487c81b25aea9d5074c2_250)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#i12f6098dfd6748c3ad94eb330ce690dd_250)] [added: Compensation](#ibf89e79f8f34487c81b25aea9d5074c2_253)] | | | [removed: [97](#i12f6098dfd6748c3ad94eb330ce690dd_250)] [added: [94](#ibf89e79f8f34487c81b25aea9d5074c2_253)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i12f6098dfd6748c3ad94eb330ce690dd_253)] [added: Matters](#ibf89e79f8f34487c81b25aea9d5074c2_256)] | | | [removed: [97](#i12f6098dfd6748c3ad94eb330ce690dd_253)] [added: [94](#ibf89e79f8f34487c81b25aea9d5074c2_256)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i12f6098dfd6748c3ad94eb330ce690dd_256)] [added: Independence](#ibf89e79f8f34487c81b25aea9d5074c2_259)] | | | [removed: [97](#i12f6098dfd6748c3ad94eb330ce690dd_256)] [added: [94](#ibf89e79f8f34487c81b25aea9d5074c2_259)] | | |

| ITEM 14. | | | [Principal Accountant Fees and [removed: Services](#i12f6098dfd6748c3ad94eb330ce690dd_259)] [added: Services](#ibf89e79f8f34487c81b25aea9d5074c2_262)] | | | [removed: [97](#i12f6098dfd6748c3ad94eb330ce690dd_259)] [added: [94](#ibf89e79f8f34487c81b25aea9d5074c2_262)] | | |

| ITEM 15. | | | [Exhibits, Financial Statement [removed: Schedules](#i12f6098dfd6748c3ad94eb330ce690dd_265)] [added: Schedules](#ibf89e79f8f34487c81b25aea9d5074c2_268)] | | | [removed: [97](#i12f6098dfd6748c3ad94eb330ce690dd_265)] [added: [94](#ibf89e79f8f34487c81b25aea9d5074c2_268)] | | |

| ITEM 16. | | | Form 10-K Summary | | | [removed: [101](#i12f6098dfd6748c3ad94eb330ce690dd_268)] [added: [98](#ibf89e79f8f34487c81b25aea9d5074c2_271)] | | |

Securities registered pursuant to Section 12(g) of the Act: None.

| | | | [PART I](#ibf89e79f8f34487c81b25aea9d5074c2_10) | | | [2](#ibf89e79f8f34487c81b25aea9d5074c2_10) | | |

| ITEM 1C. | | | Cybersecurity | | | [24](#ibf89e79f8f34487c81b25aea9d5074c2_4398046513280) | | |

| | | | [PART II](#ibf89e79f8f34487c81b25aea9d5074c2_73) | | | [28](#ibf89e79f8f34487c81b25aea9d5074c2_73) | | |

| | | | [PART III](#ibf89e79f8f34487c81b25aea9d5074c2_247) | | | [94](#ibf89e79f8f34487c81b25aea9d5074c2_247) | | |

| | | | [PART IV](#ibf89e79f8f34487c81b25aea9d5074c2_265) | | | [94](#ibf89e79f8f34487c81b25aea9d5074c2_265) | | |

| [SIGNATURES](#ibf89e79f8f34487c81b25aea9d5074c2_274) | | | | | | [99](#ibf89e79f8f34487c81b25aea9d5074c2_274) | | |

| | | | [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) | | |

Technology is a key component of our business operations, and cybersecurity is a significant consideration for the firm.

T.

Rowe Price has a holistic firm-wide approach to risk management including material risks from cybersecurity threats.

The firm’s overall risk management activities are designed to identify, assess, report, and manage risks that could affect the firm in achieving its objectives and goals.

This risk management framework operates across our business lines and integrates business operational resiliency and technology related risks such as cybersecurity threats.

As part of the firm’s risk identification and assessment framework, key risks from cybersecurity threats specific to our environment are identified and assessed for adequacy of controls.

Management identifies risk inherent to cybersecurity threats, estimates the significance of the risks, assesses the likelihood of their occurrence, establishes acceptable risk tolerance levels, and implements appropriate measures to monitor those risks.

Action plans may be developed for identified control issues and management is responsible for addressing these issues.

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Although management is responsible for the firm’s day to day cybersecurity operations, the Board of Directors oversees the firm’s cybersecurity program.

The Board does not delegate this responsibility to a committee, nor does the Board identify a cybersecurity expert to consider the firm’s activities and make recommendations or provide advice to the Board.

Instead, many of our directors have significant technology experience gained through their prior work experience and through their positions on other boards of directors, all of which provides the Board with insight and practical guidance in overseeing the firm’s technology and operations as well as our continuing investment in and development of our cybersecurity program.

Our Chief Executive Officer and President (CEO) has ultimate responsibility for developing strategy and overseeing execution to meet the firm’s objectives.

The CEO has delegated to our Chief Operating Officer (COO) oversight of this operational execution.

The COO has several leaders within the COO organization who develop and oversee the firm’s risk management, technology, and information security practices.

These executive leaders play a critical role in cybersecurity risk management and strategy, as further described below.

The firm’s Chief Risk Officer (CRO) leads the Enterprise Risk program, providing the framework and tools used by all business teams across the firm, including technology, to identify, assess, and manage risks from cybersecurity threats in coordination with the firm's Chief Information Security Officer (CISO).

The Enterprise Risk team provides guidance and support in identifying, assessing, and monitoring all aspects of risks from cybersecurity threats.

The Enterprise Risk function conducts risk assessments for technology and cybersecurity, and coordinates with Internal Audit and Firm-wide Compliance to provide risk assurance activities.

Enterprise Risk is primarily responsible for reporting risks from cybersecurity threats to executive leadership and our Enterprise Risk Management Committee (ERMC).

The ERMC supports the efforts of the CRO in providing corporate-wide oversight of our firm’s risk management efforts and provides a path for risk escalation.

This committee monitors risk management activities, including cybersecurity matters, and reports periodically and more frequently as necessary, to our Board of Directors and Audit Committee.

Cybersecurity risk management practices operate enterprise-wide, across T.

Rowe Price legal entities, including Oak Hill Advisors (OHA).

In addition, OHA has established an independent risk committee, which includes responsibilities for prompt escalation of key risks and incidents such as Cybersecurity to the T.

Rowe Price CRO.

T.

Rowe Price maintains documented Enterprise Incident Management and Reporting Policies and Procedures, outlining responsibilities and requirements for escalation of various types of incidents, including cybersecurity threats and incidents.

Our process is designed to investigate incidents efficiently, identify root cause, communicate with the affected parties as appropriate, spot trends, and recommend improvements to mitigate risk.

These procedures incorporate incident materiality determination within senior executive levels and operate firm-wide.

Global Technology and Business Unit management are also responsible for implementing internal controls to manage risks from cybersecurity threats to an appropriate level and in line with the firm’s risk appetite.

Cybersecurity risks are managed across all lines of business, requiring support and participation across all levels in the organization.

Within Global Technology, Enterprise Security is responsible for maintaining security policies, standards, and guidelines and routinely works with our Enterprise Risk, Compliance, Internal Audit, and other key technology and corporate stakeholders to establish security controls, enforce them, and monitor their adherence on an ongoing basis.

Enterprise Security also conducts regular phishing tests and manages annual employee training focused on raising awareness, highlighting the important role our employees play in protecting the firm from cybersecurity threats.

Business Continuity and Disaster Recovery programs execute regular testing across business and technology teams to demonstrate resilience.

The CISO regularly reviews the cybersecurity program and strategy with various risk committees, including the ERMC, Management Committee, and the Audit Committee.

This ensures risks from cybersecurity threats are properly managed and our enterprise-wide cybersecurity program is aligned with the business needs and defined risk tolerances or risk appetite.

The cybersecurity program includes regular assessment on the effectiveness of the firm's risk mitigation strategies.

Assessments include third-party validation to help ensure our internal controls and safeguards adhere to security and compliance standards.

Our corporate headquarters occupies [removed: 444,000] [added: 446,000] square feet of space under lease at 100 East Pratt Street in Baltimore, Maryland.

[removed: In 2024, we] [added: We] will [added: also] vacate the space at 100 East Pratt [removed: Street.][added: Street once the new headquarters is fully completed.]

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

Information concerning our anticipated capital expenditures in [removed: 2023] [added: 2024] 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: 2022] [added: 2023] is set forth in the Leases footnote to our audited consolidated financial statements in Item 8 of this Form 10-K.

We lease all our offices outside the U.S., with London and Hong Kong being our largest.

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OHA has leased offices in the United States (New York City, Fort Worth, and San Francisco), United Kingdom (London), Australia (Sydney/Melbourne), Hong Kong, and Luxembourg.

The following information includes the names, ages, and positions of our executive officers as of February [removed: 15, 2023.][added: 16, 2024.]

Sharps [removed: (51),] [added: (52),] 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.

Dardis [removed: (49),] [added: (50),] Chief Financial Officer and Treasurer since 2021, Head of Finance in [removed: 2021 and] [added: 2021,] Head of Corporate Strategy from 2016 to 2021, and a Vice President [removed: from] [added: since] 2010.

August [removed: (61),] [added: (62),] Chief Executive Officer of [removed: Oak Hill Advisors, L.P. (“OHA”),] [added: OHA,] a Director and Vice President since 2021.

Jackson [removed: (60),] [added: (61),] Head of T.

Johnson [removed: (50),] [added: (51),] Chief Operating Officer since 2022, and a Vice President since 2022.

Josh Nelson [removed: (45),] [added: (46),] Head of U.S. Equity since 2022, Associate Head of U.S. Equity in 2021, Director of Equity Research North America from 2019 to 2021, and a Vice President since 2007.

David Oestreicher [removed: (55),] [added: (56),] General Counsel since 2020, Corporate Secretary since 2012, and a Vice President since 2001.

Sebastien Page [removed: (46),] [added: (47),] Head of Global Multi-Asset and a Vice President since 2015 and [removed: chief investment officer] [added: Chief Investment Officer] since 2022.

Justin Thomson [removed: (55),] [added: (56),] Head of International Equity since 2021, [removed: chief investment officer] [added: Chief Investment Officer] since 2017, Co-Head of Global Equity in 2021, and a Vice President since 2001.

Veiel [removed: (51),] [added: (52),] Head of Global [removed: Equity] [added: Investments] and [removed: chief investment officer] [added: Chief Investment Officer] since [removed: 2022.][added: 2024.]

[added: Head of Global Equity and Chief Investment Officer From 2022 to 2023,] Co-Head of Global Equity from 2018 to 2021, Head of U.S. Equity from 2016 to 2021, Director of Equity Research North America from 2014 to 2015, and a Vice President since 2006.

Hiebler [removed: (47),] [added: (48),] Principal Accounting Officer since 2010, Controller since 2020 and a Vice President since 2009.

Page 26

Arif Husain (51), Head of Global Fixed Income since 2024 and Chief Investment Officer since 2023, Head of International Fixed Income from 2022 to 2023, Portfolio Manager for the Dynamic Global Bond Fund from 2015 to 2023 and Global Government Bond High Quality Strategy from 2019 to 2023, and a Vice President since 2013.

Prior to joining T.

Rowe Price, she was Fannie Mae's Executive Vice President and Chief Operating Officer from 2018 to 2022, and its Chief Risk Officer, from 2015 to 2018.

Dorothy C.

Sawyer (56), Head of Global Distribution since 2024, Head of U.S. Intermediaries and Retirement Plan Services from 2022 to 2023, Head of Individual Investors and Retirement Plan Services from 2019 to 2021, Head of Human Resources from 2018 to 2019, and a Vice President since 2012.

20

Robert C.T. Higginbotham (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.

Andrew C.

McCormick (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.

Our common stock [removed: ($.20] [added: ($0.20] par value per share) trades on the NASDAQ Global Select Market under the symbol TROW.

The following table presents repurchase activity during the fourth quarter of [removed: 2022.][added: 2023.]

| Month | | | | | | Total number of shares purchased | | | | | | Average price paid per share | | | | | | Total number [removed: of shares] [added: of shares] purchased [removed: as part] [added: as part] of [removed: publicly announced program] [added: publicly announced program(1)] | | | | | | Maximum number of shares that may yet be purchased under the program | | |

Shares repurchased by us in a quarter may include repurchases conducted pursuant to publicly announced board authorizations, outstanding shares surrendered to the [removed: company] [added: firm] to pay the exercise price in connection with swap exercises of employee stock options and shares withheld to cover the minimum tax withholding obligation associated with the vesting of restricted stock awards.

Of the total number of shares purchased during the fourth quarter of [removed: 2022, 12,547] [added: 2023, 20,454] 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.

The following table details the changes in and status of the Board of Directors’ outstanding publicly announced [removed: board authorizations.][added: authorization.]

| Authorization dates | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | | | | | Additional shares authorized | | | | | | Total [removed: Number] [added: number] of [removed: Shares Purchased] [added: shares purchased] | | | | | | Maximum [removed: Number] [added: number] of [removed: Shares] [added: shares] that [removed: May Yet Be Purchased] [added: may yet be purchased] at [removed: 12/31/2022] [added: 12/31/2023] | | |

We have [removed: 980] [added: 940] stockholders of record and approximately [removed: 572,000] [added: 478,000] 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 [removed: approximately 7.4%] [added: nearly 7%] of our outstanding stock and outstanding vested stock options at December 31, [removed: 2022.][added: 2023.]

| 2023 | | | $ | 1.22 | | | | | $ | 1.22 | | | | | $ | 1.22 | | | | | $ | 1.22 | |

See Part III, Item 12.

"Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" for information relating to shares authorized for issuance under our equity compensation plans.

| October | | | | | | 120,282 | | | | | | $ | 98.99 | | | | | 115,000 | | | | | | 7,262,380 | | |

| November | | | | | | 445,349 | | | | | | $ | 96.09 | | | | | 438,863 | | | | | | 6,823,517 | | |

| December | | | | | | 483,686 | | | | | | $ | 104.59 | | | | | 475,000 | | | | | | 6,348,517 | | |

| Total | | | | | | 1,049,317 | | | | | | $ | 100.34 | | | | | 1,028,863 | | | | | | | | |

(1) In March 2020, the Board approved a share repurchase program of approximately 24.1 million shares.

The share repurchase program does not have an expiration date.

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

| March 2020 | | | | | | 8,775,217 | | | | | | — | | | | | | (2,426,700) | | | | | | 6,348,517 | | |

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

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

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

Our common stockholders have approved all of our equity-based compensation plans.

These plans provide for the following issuances of shares of our common stock at December 31, 2022:

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

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

| | | | | | | Employee and non-employee director plans | | | | | | Employee stock purchase plan | | | | | | Total | | |

| Exercise of outstanding options | | | | | | 2,218,506 | | | | | | — | | | | | | 2,218,506 | | |

| Settlement of outstanding restricted stock units | | | | | | 5,996,539 | | | | | | — | | | | | | 5,996,539 | | |

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

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

The outstanding options included in the table above have a weighted-average exercise price of $74.31.

Under the terms of the 2020 Long-Term Incentive Plan, approved by stockholders in May 2020, and the 2012 Long-Term Incentive Plan, the number of shares provided and available for future issuance will increase as we repurchase common stock in the future with the proceeds from stock option exercises.

No shares have been issued under our Employee Stock Purchase Plan since its inception; all shares have been purchased in the open market.

| 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 | | | | | | | | |

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| February 2019 | | | | | | 525,910 | | | | | | — | | | | | | (525,910) | | | | | | — | | |

| March 2020 | | | | | | 15,000,000 | | | | | | — | | | | | | (6,224,783) | | | | | | 8,775,217 | | |

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

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| Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [57](#i12f6098dfd6748c3ad94eb330ce690dd_145)] [added: [57](#ibf89e79f8f34487c81b25aea9d5074c2_142)] | | |

| Consolidated Statements of [added: Comprehensive] Income for each of the years in the three-year period ended December 31, [removed: 2022] [added: 2023] | | | [removed: [58](#i12f6098dfd6748c3ad94eb330ce690dd_148)] [added: [59](#ibf89e79f8f34487c81b25aea9d5074c2_148)] | | |

| Consolidated Statements of [removed: Comprehensive] Income for each of the years in the three-year period ended December 31, [removed: 2022] [added: 2023] | | | [removed: [59](#i12f6098dfd6748c3ad94eb330ce690dd_151)] [added: [58](#ibf89e79f8f34487c81b25aea9d5074c2_145)] | | |

| Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, [removed: 2022] [added: 2023] | | | [removed: [60](#i12f6098dfd6748c3ad94eb330ce690dd_154)] [added: [60](#ibf89e79f8f34487c81b25aea9d5074c2_151)] | | |

| Consolidated Statements of Stockholders' Equity for each of the years in the three-year period ended December 31, [removed: 2022] [added: 2023] | | | [removed: [61](#i12f6098dfd6748c3ad94eb330ce690dd_157)] [added: [61](#ibf89e79f8f34487c81b25aea9d5074c2_154)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i12f6098dfd6748c3ad94eb330ce690dd_160)] [added: Statements](#ibf89e79f8f34487c81b25aea9d5074c2_157)] | | | [removed: [63](#i12f6098dfd6748c3ad94eb330ce690dd_160)] [added: [63](#ibf89e79f8f34487c81b25aea9d5074c2_157)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i12f6098dfd6748c3ad94eb330ce690dd_223)] [added: Firm](#ibf89e79f8f34487c81b25aea9d5074c2_226)] (KPMG LLP, Baltimore, MD, Auditor ID: 185) | | | [removed: [91](#i12f6098dfd6748c3ad94eb330ce690dd_223)] [added: [88](#ibf89e79f8f34487c81b25aea9d5074c2_226)] | | |

| | | | [removed: 12/31/2022] [added: 2023] | | | | | | [removed: 12/31/2021] [added: 2022] | | | [added: | | | 2021 | | |]

| Cash and cash equivalents | | | $ | [removed: 1,755.6] [added: 2,066.6] | | | | | $ | [removed: 1,523.1] [added: 1,755.6] | |

| Accounts receivable and accrued revenue | | | [removed: 748.7] [added: 807.9] | | | | | | [removed: 1,058.3] [added: 748.7] | | |

| Investments | | | [removed: 2,539.2] [added: 2,554.7] | | | | | | [removed: 2,975.5] [added: 2,539.2] | | |

| Assets of consolidated sponsored investment products [removed: ($1,375.6] [added: ($1,204.4] million at December 31, [removed: 2022] [added: 2023] and [removed: $1,761.5] [added: $1,375.6] million at December 31, [removed: 2021,] [added: 2022,] related to variable interest entities) | | | [removed: 1,603.4] [added: 1,959.3] | | | | | | [removed: 1,962.8] [added: 1,603.4] | | |

| Operating lease assets | | | [removed: 279.4] [added: 241.1] | | | | | | [removed: 201.2] [added: 279.4] | | |

| Property, equipment and software, net | | | [removed: 755.7] [added: 806.6] | | | | | | [removed: 736.2] [added: 755.7] | | |

| Intangible assets | | | [removed: 629.8] [added: 507.3] | | | | | | [removed: 913.4] [added: 629.8] | | |

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

| Other assets | | | [removed: 688.7] [added: 692.5] | | | | | | [removed: 445.3] [added: 688.7] | | |

| Total assets | | | $ | [removed: 11,643.3] [added: 12,278.8] | | | | | $ | [removed: 12,509.0] [added: 11,643.3] | |

| Accounts payable and accrued expenses | | | $ | [removed: 406.7] [added: 409.5] | | | | | $ | [removed: 431.0] [added: 406.7] | |

| Liabilities of consolidated sponsored investment products [removed: ($39.1] [added: ($35.2] million at December 31, [removed: 2022] [added: 2023] and [removed: $36.2] [added: $39.1] million at December 31, [removed: 2021,] [added: 2022,] related to variable interest entities) | | | [removed: 89.1] [added: 54.2] | | | | | | [removed: 51.5] [added: 89.1] | | |

| Operating lease liabilities | | | [removed: 329.6] [added: 308.5] | | | | | | [removed: 249.2] [added: 329.6] | | |

| Accrued compensation and related costs | | | [removed: 228.0] [added: 240.8] | | | | | | [removed: 256.8] [added: 228.0] | | |

| Supplemental savings plan liability | | | [removed: 761.2] [added: 895.0] | | | | | | [removed: 882.6] [added: 761.2] | | |

| Contingent consideration liability | | | [removed: 95.8] [added: 13.4] | | | | | | [removed: 306.3] [added: 95.8] | | |

| Income taxes payable | | | [removed: 46.0] [added: 66.2] | | | | | | [removed: 77.9] [added: 46.0] | | |

| Total liabilities | | | [removed: 1,956.4] [added: 1,987.6] | | | | | | [removed: 2,255.3] [added: 1,956.4] | | |

| Redeemable non-controlling interests | | | [removed: 656.7] [added: 594.1] | | | | | | [removed: 982.3] [added: 656.7] | | |

| Common stock, $.20 par value—authorized 750,000,000; issued [removed: 224,310,000] [added: 223,938,000] shares at December 31, [removed: 2022] [added: 2023] and [removed: 229,175,000] [added: 224,310,000] at December 31, [removed: 2021] [added: 2022] | | | [removed: 44.9] [added: 44.8] | | | | | | [removed: 45.8] [added: 44.9] | | |

| Additional capital in excess of par value | | | [removed: 437.9] [added: 431.7] | | | | | | [removed: 919.8] [added: 437.9] | | |

| Retained earnings | | | [removed: 8,409.7] [added: 9,076.1] | | | | | | [removed: 8,083.6] [added: 8,409.7] | | |

| Accumulated other comprehensive loss | | | [removed: (53.0)] [added: (47.5)] | | | | | | [removed: (26.5)] [added: (53.0)] | | |

| Total stockholders' equity attributable to T. Rowe Price Group, Inc. | | | [removed: 8,839.5] [added: 9,505.1] | | | | | | [removed: 9,022.7] [added: 8,839.5] | | |

| Non-controlling interests in consolidated entities | | | [removed: 190.7] [added: 192.0] | | | | | | [removed: 248.7] [added: 190.7] | | |

| Total permanent stockholders' equity | | | [removed: 9,030.2] [added: 9,697.1] | | | | | | [removed: 9,271.4] [added: 9,030.2] | | |

| Total liabilities, redeemable non-controlling interests and permanent stockholders’ equity | | | $ | [removed: 11,643.3] [added: 12,278.8] | | | | | $ | [removed: 12,509.0] [added: 11,643.3] | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Investment advisory fees | | | $ | [removed: 5,969.1] [added: 5,747.7] | | | | | $ | [removed: 7,098.1] [added: 5,969.1] | | | | | $ | [removed: 5,693.1] [added: 7,098.1] | |

| Capital allocation-based income | | | [removed: (54.3)] [added: 161.9] | | | | | | [removed: —] [added: (54.3)] | | | | | | — | | |

| Administrative, distribution, and servicing fees | | | [removed: 573.6] [added: 550.9] | | | | | | [removed: 573.8] [added: 573.6] | | | | | | [removed: 513.6] [added: 573.8] | | |

| Net revenues | | | [removed: 6,488.4] [added: 6,460.5] | | | | | | [removed: 7,671.9] [added: 6,488.4] | | | | | | [removed: 6,206.7] [added: 7,671.9] | | |

| Net income | | | $ | 1,835.7 | | | | | $ | 1,449.6 | | | | | $ | 3,098.5 | |

| 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 | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 1,788.7 | | | | | | — | | | | | | 1,788.7 | | | | | | 44.6 | | | | | | 1,833.3 | | | | | | 47.0 | | |

| Common shares repurchased | | | (2,427) | | | | | | (0.5) | | | | | | (253.8) | | | | | | | | | | | | — | | | | | | (254.3) | | | | | | — | | | | | | (254.3) | | | | | | — | | |

| Net distributions to non-controlling interests in consolidated entities | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (43.3) | | | | | | (43.3) | | | | | | — | | |

| Balances at December 31, 2023 | | | 223,938 | | | | | | $ | 44.8 | | | | | $ | 431.7 | | | | | $ | 9,076.1 | | | | | $ | (47.5) | | | | | $ | 9,505.1 | | | | | $ | 192.0 | | | | | $ | 9,697.1 | | | | | $ | 594.1 | |

The investment solutions are provided in a number of vehicles including the T.

Additionally, certain prior period tax-related amounts were recast to conform to current year presentation.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-07 - *Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures*.

The amendment requires annual and interim disclosures of significant segment expenses that are regularly provided to the chief operating decision maker by reportable segment and clarifies that single reportable segment entities are required to apply all existing segment disclosures in the guidance.

The amendment is effective for the firm on January 1, 2024 and is retrospectively applicable to all prior periods presented in its consolidated financial statements.

We are currently evaluating the impact of adopting this standard, however, we expect the standard to result in additional segment footnote disclosures.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09 - *Income Taxes (Topic 740) - Improvements to Income Tax Disclosures,* which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction.

This amendment is effective for the firm on January 1, 2025.

We are currently evaluating the impact of adopting this standard and have not yet determined our transition approach.

This approach includes inputs that require significant management judgment, the most relevant of which include revenue growth, discount rates, and effective tax rates.

The fair

We have also included average assets under management by asset class, on which we earn the investment advisory revenues.

| Investment advisory fees | | | | | | | | | | | | | | | | | |

| Equity | | | $ | 3,445.5 | | | | | $ | 3,759.7 | | | | | $ | 4,899.9 | |

| Multi-asset | | | 1,583.4 | | | | | | 1,508.9 | | | | | | 1,788.4 | | |

| Total investment advisory fees | | | $ | 5,747.7 | | | | | $ | 5,969.1 | | | | | $ | 7,098.1 | |

| Capital allocation-based income | | | 161.9 | | | | | | (54.3) | | | | | | — | | |

| Net revenues | | | $ | 6,460.5 | | | | | $ | 6,488.4 | | | | | $ | 7,671.9 | |

| Equity | | | $ | 705.2 | | | | | $ | 763.6 | | | | | $ | 972.0 | |

| Multi-asset | | | 442.3 | | | | | | 418.7 | | | | | | 449.6 | | |

| Average AUM | | | $ | 1,362.3 | | | | | $ | 1,398.4 | | | | | $ | 1,599.3 | |

| Supplemental savings plan liability economic hedges | | | 21.0 | | | | | | — | | |

INVESTMENTS AT FAIR VALUE

The net impact of these changes on our consolidated balance

| (in millions) | | | 2023 | | | | | | 2022 | | |

| | | | $ | 1,105.5 | | | | | $ | 938.4 | |

INVESTMENTS IN AFFILIATED FUNDS - CARRIED INTEREST.

| (in millions) | | | 2023 | | | | | | 2022 | | |

| | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

| (in millions) | | | | | | | | | | | | 12/31/2023 | | | 12/31/2022 | | |

| Balance at end of the year | | | | | | | | | | | | $ | 13.4 | | $ | 95.8 | |

Rowe Price.

| | | | 2023 | | | | | | | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | |

| Cash and cash equivalents(1) | | | $ | 25.7 | | | | | $ | 51.5 | | | | | $ | 77.2 | | | | | $ | 16.2 | | | | | $ | 102.9 | | | | | $ | 119.1 | |

20

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

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 2,372.7 | | | | | | — | | | | | | 2,372.7 | | | | | | — | | | | | | 2,372.7 | | | | | | 150.6 | | |

| Common shares repurchased | | | (10,908) | | | | | | (2.2) | | | | | | (250.0) | | | | | | (940.0) | | | | | | — | | | | | | (1,192.2) | | | | | | — | | | | | | (1,192.2) | | | | | | — | | |

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

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

Business Combinations

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

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

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

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

In addition, as part of the OHA acquisition, we acquired a majority of the carried interest entities.

Investments

If indicators are present, we perform a

NOTE 2 - ACQUISITION.

As discussed in Note 1, on December 29, 2021, T.

Rowe Price Group, Inc. and certain wholly-owned subsidiaries completed the acquisition of Oak Hill Advisors, L.P., a leading alternative credit manager, and other entities that have common ownership (collectively, "OHA").

The upfront purchase consideration transferred included cash consideration of $2,487.4 million, and 4.4 million shares of common stock valued at $881.5 million.

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

An additional $8.5 million of cash was paid to the sellers in June 2022 following the finalization of the purchase consideration.

The equity consideration transferred was restricted from sale for one year.

About 22% of the earnout is conditioned upon continued service with T.

Rowe Price and was excluded from the purchase consideration transferred as further discussed in Compensation Arrangements below.

The portion of the earnout which is not conditioned upon continued service with T.

Rowe Price had a fair value of $95.8 million and $306.3 million at December 31, 2022 and 2021, respectively, and is recorded as a contingent consideration liability in our consolidated balance sheets.

The following table sets forth the preliminary and revised fair values of the assets acquired and liabilities assumed in connection with the acquisition:

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

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

| (in millions) | | | | | | Acquisition date fair value | | | | | | Adjustments | | | | | | Revised fair value | | |

| Cash and cash equivalents | | | | | | $ | 22.1 | | | | | $ | — | | | | | $ | 22.1 | |

| Accounts receivable and accrued revenue | | | | | | 122.2 | | | | | | — | | | | | | 122.2 | | |

| Investments | | | | | | 891.0 | | | | | | — | | | | | | 891.0 | | |

| Operating lease asset | | | | | | 101.5 | | | | | | — | | | | | | 101.5 | | |

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

| Goodwill | | | | | | 2,027.5 | | | | | | (50.4) | | | | | | 1,977.1 | | |

| Other assets | | | | | | 27.2 | | | | | | — | | | | | | 27.2 | | |

| Total assets | | | | | | 4,127.3 | | | | | | (50.4) | | | | | | 4,076.9 | | |

| Accounts payable and accrued expenses | | | | | | $ | 133.3 | | | | | $ | — | | | | | $ | 133.3 | |

| Operating lease liability | | | | | | 114.1 | | | | | | — | | | | | | 114.1 | | |

| Deferred tax liabilities, included in other assets in the consolidated balance sheet | | | | | | 125.7 | | | | | | (9.6) | | | | | | 116.1 | | |

Our management, including our principal executive and principal financial officers, [removed: has] [added: have] evaluated the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2022.][added: 2023.]

Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures as of December 31, [removed: 2022,] [added: 2023,] 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, [removed: has] [added: have] evaluated any change in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2022,] [added: 2023,] and has concluded that there was no change during the fourth quarter of [removed: 2022] [added: 2023] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s report on our internal control over financial reporting and the attestation report of KPMG LLP follow after Item [removed: 9B.][added: 9C.]

Management has evaluated the effectiveness of internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] in relation to criteria described in *Internal [removed: Control – Integrated] [added: 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: 2022.][added: 2023.]

KPMG has also expressed an unqualified opinion on the effective operation of our internal control over financial reporting as of December 31, [removed: 2022.][added: 2023.]

Page [removed: 94][added: 90]

Rowe Price Group, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal [removed: Control - Integrated] [added: 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: 2022,] [added: 2023,] based on criteria established in *Internal [removed: Control - Integrated] [added: 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: 2022] [added: 2023] and [removed: December 31, 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 15, 2023] [added: 16, 2024] expressed an unqualified opinion on those consolidated financial statements.

Page [removed: 95][added: 91]

Page [removed: 96][added: 92]

February 16, 2024

February 16, 2024

February 15, 2023

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: 2022] [added: 2023] for the [removed: 2023] [added: 2024] 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: 2022] [added: 2023] for the [removed: 2023] [added: 2024] 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: 2022] [added: 2023] for the [removed: 2023] [added: 2024] 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: 2022] [added: 2023] for the [removed: 2023] [added: 2024] 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: 2022] [added: 2023] for the [removed: 2023] [added: 2024] Annual Meeting of our stockholders.

| | | | 10.03 | | | | | | [Transfer Agency and Service Agreement as of January 1, [removed: 2018,] [added: 2023,] between T. Rowe Price Services, Inc. and the T. Rowe Price [removed: Funds. (Incorporated by reference from Form 485BPOS filed on April 26, 2018.)](http://www.sec.gov/Archives/edgar/data/902259/000090225918000003/c2018transferagencyagr-20182.htm)] [added: Funds.](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000007/trow-ex1003_2023servicea.htm)] | | | | | | | | |

| | | | 10.04 | | | | | | [Agreement as of January 1, [removed: 2018,] [added: 2023,] between T. Rowe Price Retirement Plan Services, Inc. and certain of the T. Rowe Price [removed: Funds. (Incorporated by reference from Form 485BPOS filed on April 26, 2018.)](http://www.sec.gov/Archives/edgar/data/902259/000090225918000003/c2018rpsagmt-20183.htm)] [added: Funds.](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000007/trow-ex1004_2023rpstrans.htm)] | | | | | | | | |

| | | | [removed: 10.08] [added: 10.06] | | | * | | | [Statements of additional terms and conditions for awards granted under the Amended and Restated 2007 Non-Employee Director Equity Plans after February 12, 2009. (Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2009 filed on April 22, 2009.)](http://www.sec.gov/Archives/edgar/data/1113169/000095013309001209/w73659exv10w08.htm) | | | | | | | | |

| | | | [removed: 10.08.1] [added: 10.07] | | | * | | | [Amended and Restated 2007 Non-Employee Director Equity Plan. (Incorporated by reference from Form 10-K Annual Report for fiscal year ended December 31, 2015 filed on February 5, 2016.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316916000033/trow-ex10081_bodltiplan.htm) | | | | | | | | |

| | | | [removed: 10.10] [added: 10.08] | | | * | | | [T. Rowe Price Group, Inc. Outside Directors Deferred Compensation Plan. (Incorporated by reference from Form 10-K for 2004 filed on March 1, 2005.)](http://www.sec.gov/Archives/edgar/data/1113169/000095013305000815/w05557exv10w9.htm) | | | | | | | | |

| | | | [removed: 10.11.1] [added: 10.10] | | | * | | | [removed: [2004 Stock] [added: 2[012 Long-term] Incentive Plan. (Incorporated by reference from Form [removed: DEF 14A] [added: DEF14A] filed on [removed: February 27, 2004.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316904000023/proxy04.txt)] [added: March 17, 2017)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000016/a2017proxystatement.htm)] | | | | | | | | |

| | | | [removed: 10.11.2] [added: 10.11.4] | | | * | | | [HM Revenue and Customs Approved Sub-Plan for UK Employees under the [removed: 2004 Stock] [added: 2012 Long-Term] Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended [removed: June 30, 2010] [added: March 31, 2013] filed on [removed: July 23, 2010.)](http://www.sec.gov/Archives/edgar/data/1113169/000095012310067622/w79032exv10w14w2.htm)] [added: April 24, 2013.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316913000020/trow-ex10185_q12013x10q.htm)] | | | | | | | | |

| | | | 10.11.3 | | | * | | | [removed: [First Amendment to 2004 Stock] [added: [Forms of agreement of stock options issued under the 2012 Long-term] Incentive [removed: Plan dated December 12, 2008.] [added: Plan.] (Incorporated by reference from Form 10-Q [added: Report] for the quarterly period ended [removed: March 31, 2009] [added: June 30, 2012] filed on [removed: April 22, 2009.)](http://www.sec.gov/Archives/edgar/data/1113169/000095013309001209/w73659exv10w17w2.htm)] [added: July 25, 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10184.htm)] | | | | | | | | |

| | | | [removed: 10.12] [added: 10.11.1] | | | * | | | [Forms of [removed: agreements available] [added: agreement] for [removed: stock-based] [added: restricted stock] awards issued under the [removed: 2001 and 2004 Stock] [added: 2012 Long-term] Incentive [removed: Plans.] [added: Plan.] (Incorporated by reference from Form 10-Q [added: Report] for the quarterly period ended June 30, [removed: 2010] [added: 2012] filed on July [removed: 23, 2010.)](http://www.sec.gov/Archives/edgar/data/1113169/000095012310067622/w79032exv10w15.htm)] [added: 25, 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10182.htm)] | | | | | | | | |

| | | | [removed: 10.12.1] [added: 10.11.5] | | | * | | | [Forms of [removed: agreement] [added: Agreement] for [removed: stock options] [added: Stock Options] issued under the HM Revenue and Customs Approved Sub-Plan for UK Employees under the [removed: 2004 Stock] [added: 2012 Long-Term] Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended [removed: June 30, 2010] [added: March 31, 2013] filed on [removed: July 23, 2010.)](http://www.sec.gov/Archives/edgar/data/1113169/000095012310067622/w79032exv10w15w1.htm)] [added: April 24, 2013.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316913000020/trow-ex10186_q12013x10q.htm)] | | | | | | | | |

| | | | [removed: 10.12.2] [added: 10.11.2] | | | * | | | [Forms of agreement for [added: restricted] stock [removed: options] [added: units] issued [removed: after February 2, 2012] under the [removed: 2004 Stock] [added: 2012 Long-term] Incentive Plan. (Incorporated by reference from Form [removed: 10-K] [added: 10-Q Report] for [removed: 2011] [added: the quarterly period ended June 30, 2012] filed on [removed: February 3, 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512038736/d292752dex10152.htm)] [added: July 25, 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10183.htm)] | | | | | | | | |

| | | | [removed: 10.12.3] [added: 10.11.10] | | | * | | | [removed: [Forms] [added: [Form] of [removed: agreement for restricted stock units] [added: Notice of Grant of Restricted Stock Units Award] issued [added: on or] after [removed: February 2, 2012] [added: December 6, 2017] under the [removed: 2004 Stock] [added: T. Rowe Price Group, Inc. 2012 Long-Term] Incentive Plan. (Incorporated by reference from Form [removed: 10-K for 2011] [added: 8-K Current Report] filed on [removed: February 3, 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512038736/d292752dex10153.htm)] [added: December 12, 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit105.htm)] | | | | | | | | |

| | | | [removed: 10.12.4] [added: 10.11.6] | | | * | | | [removed: [Forms] [added: [Form] of [removed: agreement for restricted stock awards] [added: Statement of Additional Terms Regarding Awards of Restricted Stock Units (Version 3A)] issued [added: on or] after [removed: February 2, 2012] [added: December 6, 2017] under the [removed: 2004 Stock] [added: T. Rowe Price Group, Inc. 2012 Long-Term] Incentive Plan. (Incorporated by reference from Form [removed: 10-K for 2011] [added: 8-K Current Report] filed on [removed: February 3, 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512038736/d292752dex10154.htm)] [added: December 12, 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_101xstmtofaddtlter.htm)] | | | | | | | | |

Page [removed: 98][added: 94]

| | | | [removed: 10.14] [added: 10.15] | | | * | | | [removed: 2[012 Long-term] [added: [2020 Long-Term] Incentive [removed: Plan.] [added: Plan] (Incorporated by reference from [added: Registration Statement on] Form [removed: DEF14A] [added: S-8] filed on [removed: March 17, 2017)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000016/a2017proxystatement.htm)] [added: May 15, 2020).](https://www.sec.gov/Archives/edgar/data/1113169/000111316920000028/exh991lti2020plan.htm)] | | | | | | | | |

| | | | [removed: 10.15.1] [added: 10.11.11] | | | * | | | [removed: [Forms] [added: [Form] of [removed: agreement for restricted stock awards] [added: Statement of Additional Terms Regarding Awards of Restricted Stock Units (Version 4A)] issued [added: on or after December 9, 2018] under the [added: T. Rowe Price Group, Inc.] 2012 [removed: Long-term] [added: Long-Term] Incentive Plan. (Incorporated by reference from Form 10-Q [removed: Report] for the quarterly period ended [removed: June] [added: September] 30, [removed: 2012] [added: 2018] filed on [removed: July] [added: October] 25, [removed: 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10182.htm)] [added: 2018.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316918000023/trow-ex101812.htm)] | | | | | | | | |

| | | | [removed: 10.15.2] [added: 10.11.12] | | | * | | | [removed: [Forms] [added: [Form] of [removed: agreement for restricted stock units] [added: Statement of Additional Terms Regarding Awards of Restricted Stock Units (Version 4B)] issued [added: on or after December 9, 2018] under the [added: T. Rowe Price Group, Inc.] 2012 [removed: Long-term] [added: Long-Term] Incentive Plan. (Incorporated by reference from Form 10-Q [removed: Report] for the quarterly period ended [removed: June] [added: September] 30, [removed: 2012] [added: 2018] filed on [removed: July] [added: October] 25, [removed: 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10183.htm)] [added: 2018.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316918000023/trow-ex101813.htm)] | | | | | | | | |

| | | | [removed: 10.15.3] [added: 10.11.8] | | | * | | | [removed: [Forms] [added: [Form] of [removed: agreement] [added: Statement] of [removed: stock options] [added: Additional Terms Regarding Awards of Stock Options (Version 3A)] issued [added: on or after December 6, 2017] under the [added: T. Rowe Price Group, Inc.] 2012 [removed: Long-term] [added: Long-Term] Incentive Plan. (Incorporated by reference from Form [removed: 10-Q] [added: 8-K Current] Report [removed: for the quarterly period ended June 30, 2012] filed on [removed: July 25, 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10184.htm)] [added: December 12, 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_103xstmtaddtlterms.htm)] | | | | | | | | |

| | | | [removed: 10.15.6] [added: 10.11.7] | | | * | | | [Form of Statement of Additional Terms Regarding Awards of Restricted Stock Units (Version [removed: 3A)] [added: 3B)] issued on or after December 6, 2017 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 8-K Current Report filed on December 12, [removed: 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_101xstmtofaddtlter.htm)] [added: 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_102xstmtaddtlterms.htm)] | | | | | | | | |

| | | | [removed: 10.15.7] [added: 10.11.9] | | | * | | | [Form of Statement of Additional Terms Regarding Awards of [removed: Restricted] Stock [removed: Units] [added: Options] (Version 3B) issued on or after December 6, 2017 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 8-K Current Report filed on December 12, [removed: 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_102xstmtaddtlterms.htm)] [added: 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_104xstmtofaddtlter.htm)] | | | | | | | | |

| | | | [removed: 10.15.8] [added: 10.11.13] | | | * | | | [Form of [removed: Statement] [added: Notice] of [removed: Additional Terms Regarding Awards] [added: Grant] of [added: Restricted] Stock [removed: Options (Version 3A)] [added: Units Award] issued [removed: on or after December 6, 2017] under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive [removed: Plan.] [added: Plan] (Incorporated by reference from Form [removed: 8-K Current] [added: 10-K Annual] Report filed on [removed: December 12, 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_103xstmtaddtlterms.htm)] [added: February 13, 2020.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316920000008/exhibit101814noticeofg.htm)] | | | | | | | | |

| | | | [removed: 10.15.9] [added: 10.16.1] | | | * | | | [Form of [removed: Statement] [added: Notice] of [removed: Additional Terms Regarding Awards] [added: Grant] of [added: Restricted] Stock [removed: Options (Version 3B)] [added: Units Award] issued [removed: on or after December 6, 2017] under the T. Rowe Price Group, Inc. [removed: 2012] [added: 2020] Long-Term Incentive Plan. (Incorporated by reference from Form [removed: 8-K Current Report] [added: 10-K] filed on [removed: December 12, 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_104xstmtofaddtlter.htm)] [added: February 11, 2021.)](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102112020ltipgrantnotice.htm)] | | | | | | | | |