T. Rowe Price (TROW) 10-K risk factor changes: FY2024 vs FY2023

Any of these risks could have a material adverse effect on our [added: business,] financial condition, results of operations, [added: liquidity, reputation,] and value of our common stock.

Our investors [removed: generally] may [added: generally] withdraw their funds at any time, without advance notice and with little to no significant penalty.

These [added: changes] could be caused by investors reducing their investments in [removed: our] [added: 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.

Investor interest in and the valuation of our fixed income and multi-asset investment portfolios are affected by changes [removed: in] [added: in, as well as uncertainty about] interest rates.

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

[removed: Rowe Price collective] [added: Investment advisory services are provided to each sponsored] investment fund under individual investment management agreements, which can be terminated on short notice.

We compete with other providers of investment advisory services primarily based on the availability and objectives of the investment products offered, investment performance, fees and related expenses, and the scope and quality of investment [removed: advice and] [added: advice,] other client [removed: services.][added: services and technology offerings.]

Some institutions have proprietary [removed: products and] [added: products,] distribution channels [added: or technology offerings] that make it more difficult for us to compete with them.

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

We use various quantitative models [added: (including ones supported by AI and machine-learning algorithms)] to support investment decisions and investment processes, including those related to portfolio management and portfolio risk analysis, as well as those related to client investment or savings advice or guidance.

[removed: Any errors in the underlying] models or model assumptions could have unanticipated and adverse consequences on our business and reputation.

[removed: Furthermore,] [added: For example,] ESG issues have been the subject of increased focus by [removed: regulators] [added: regulators, clients] and [added: other] stakeholders.

[removed: Additionally, various] [added: Various clients and] stakeholders have divergent views on ESG matters, [added: with some aiming to increase their exposure to ESG investing and some choosing not to invest in products or strategies with an ESG investment objective,] including in the countries in which we operate and invest, as well as states and localities where we serve public sector clients.

These differences [added: pose challenges for us to manage divergent goals and preferences, and] increase the risk that any action or lack thereof by us concerning [added: ESG, or any actual or perceived failure to adequately address the] ESG [added: expectations] will be [removed: perceived] [added: viewed] negatively by some [removed: stakeholders and] [added: stakeholders, which] could adversely impact our reputation and business.

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

While we maintain policies, procedures, and controls to reduce the likelihood of unauthorized activities, we are subject to the risk that our [removed: associates] [added: personnel] or third parties acting on our behalf may circumvent controls or act in a manner inconsistent with our policies and procedures.

Any such events could cause our revenues and profitability to decline, and significant errors for which we are [added: responsible could have a material adverse impact on our reputation, results of operations, financial condition or liquidity.]

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

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

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 [added: 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.]

[removed: Mergers, acquisitions, and other] ownership or management changes could also adversely impact our relationships with these third-party intermediaries.

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

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

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

If we lose the availability of any [removed: associates,] [added: personnel,] or, if we are unable to respond adequately to such an event in a timely manner, we may be unable to 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 income, particularly if our responses to such events are less adequate than those of our competitors.

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

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

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

Furthermore, while we have in place robust and well-established plans for operational resiliency and business continuity that address the potential impact [added: of pandemics, epidemics or disease outbreaks] to our [removed: associates] [added: personnel] and our facilities, and [removed: a comprehensive suite of technologies which enable our associates] to [removed: work remotely and conduct business, and to] date [removed: while we] have been successful in navigating [removed: these challenges,] [added: the challenges presented by the COVID-19 pandemic,] no assurance can be given that the steps we have taken will continue to be effective or [removed: appropriate.][added: appropriate against future pandemics, epidemics or disease outbreaks.]

In the event that our [removed: associates] [added: personnel] become incapacitated by [removed: the coronavirus,] [added: pandemics, epidemics or disease outbreaks,] our business operations may be impacted, which could lead to reputational and financial harm.

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

[added: taking profits from their investments; portfolio risk] characteristics, which could cause investors to move assets to other investment [removed: managers.][added: managers; and investor and market sentiments.]

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 [removed: employees;] [added: personnel;] adverse effects on our earnings in the event acquired intangible assets or goodwill become impaired; distracting management and 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.

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

Our business and [removed: those] [added: the assets we manage on behalf] of [removed: our] clients could be impacted by climate change-related risks.

Climate-related physical risks arise from the direct impacts of a changing climate in the [removed: short-] [added: short-, medium-] and long-term.

Such risks may include an increase in the intensity and frequency of extreme weather events, changes in [removed: temperature and] [added: temperature,] rising sea [removed: level,] [added: levels and increase of wildfires,] which may damage infrastructure and facilities, increase [removed: our] energy costs, negatively impact [removed: our workforce,] [added: workforces,] as well as disrupt connectivity or supply chains.

Professionals with financial services experience across functional areas are in demand, and we face significant competition for highly qualified [removed: employees.][added: personnel.]

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

The loss of key personnel could also damage our reputation and make it more difficult to attract and retain [removed: employees] [added: personnel] and investors, and in turn cause our assets under management to decrease, which could have a material adverse effect on our revenues and net income.

In addition, in recent years, there has been continued consolidation in the asset management industry, which continues to alter our competitive landscape, has led to fee compression, and requires us to modify or adapt our product offerings to attract and retain customers.

Any errors in the underlying

We also communicate certain initiatives and goals for our corporate and investing activities related to ESG matters.

We could be scrutinized or criticized for the scope or nature of any such initiatives or goals, and may not be able to accomplish them within our anticipated timeframe or at all.

Our alternatives products include investments in private credit, real estate, and equity investments in private companies, which may expose us to new or increased risks and liabilities and to reputational harm.

Our alternatives products include investments in private credit, real estate, and equity investments in private companies, which may expose our investment products, clients and us to new or increased risks and liabilities.

These may include:

- risks related to the potential illiquidity, valuation and disposition of such investments;

- risks related to emerging and less established companies that have, among other things, short operating histories, not yet achieved or sustained profitability, new technologies and products, nascent control functions, quickly evolving markets and limited financial resources;

- credit risks, including interest-rate movements and an issuer’s ability to make principal and interest payments on the debt it issues;

- risks related to investment in “distressed” securities, including abrupt and erratic market movements and above-average price volatility;

- risks associated with a lack of diversification, such that any adverse change in one or a small number of issuers could have a material adverse effect on an investment product or client’s investments;

- risks relating to the use of leverage, including as a result of changes in interest rates or an inability to timely obtain and effectively deploy leverage;

- failures on the part of third-party managers, service providers or sub-contractors appointed in connection with investments or projects to adequately perform their contractual duties or operate in accordance with applicable laws;

- exposure to stringent and complex foreign, federal, state and local laws, ordinances and regulations;

- changes to the supply and demand for properties and/or tenancies;

- risks related to the availability, cost, coverage and other limitations on insurance; and

- the financial resources of tenants or loan counterparties; and contingent liabilities on disposition of investments.

These (and similar) risks may expose our investment products, clients and us, to the extent of our investment in such investment products, to expenses and liabilities, including costs associated with delays or remediation and increased legal or regulatory costs, all of which could impact the returns earned by our investment products and clients.

These risks could also result in direct liability for us by exposing us to losses, regulatory sanctions or litigation, including claims for compensatory or punitive damages.

The occurrence of any such events may expose us to reputational harm, or cause our AUM, revenues and net income to decline.

For example, a financial transaction tax on stocks, bonds and a broad range of financial instruments has been proposed in the United States and the EU.

Mergers, acquisitions, and other

Since our revenue is based on the market value and composition of the assets under our management, the impact of such

In addition, concerns regarding the soundness of other financial services institutions may generate public concerns regarding us or the financial services industry more broadly, which could harm our reputation and adversely affect our results of operations and financial condition, even if the underlying matters impacting other financial institutions are of limited or no direct applicability to us.

Within our investment portfolios, changes in weather patterns around the world can impact companies in which we invest on behalf of our clients.

Weather pattern changes may cause investment professionals to re-evaluate investments in affected companies.

Valuations may be impacted resulting in declines in asset values and potential loss of revenue.

For instance, new regulations and changes in existing regulations may lead to increased compliance costs, enhanced reporting obligations, regulation of existing products and/or services, exposure to litigation, and aggressive or inconsistent levels of regulatory enforcement globally.

Additionally, climate change may influence client preferences by increasing the demand for investment products oriented toward climate change mitigation.

Conversely, a climate-related backlash could negatively impact demand for climate or transition related products.

Climate change may also impact our reputation if we are perceived to fall short of our own corporate commitments or stakeholder expectations.

Changes in workplace environment, such as return to office arrangements and remote and hybrid work models, have presented challenges to attracting and retaining talent.

While our personnel can generally terminate their employment with us at any time, with most required to provide little to no notice, we have recently adopted more significant notification requirements for certain key positions, which may cause some personnel or candidates to be less willing to continue their employment with us or join our firm.

The recent advancements in and increased use of artificial intelligence (AI) present risks and challenges that may adversely impact our business.

We or our third-party vendors, clients or counterparties have developed, and may continue to develop or incorporate AI technology in certain business processes, services or products.

The development and use of AI present a number of risks and challenges to our business.

The legal and regulatory environment relating to AI is uncertain and rapidly evolving, in the U.S., and internationally, and includes regulation targeted specifically at AI technology, as well as provisions in intellectual property, privacy, consumer protection, employment and other laws applicable to the use of AI.

For example, any failure to properly safeguard and maintain personal data in connection with our use of AI creates risk of us violating privacy laws and regulations in jurisdictions we operate in, and could subject us to disclosure obligations, regulatory investigations, actions or fines, and litigation.

These evolving laws and regulations could require changes in our implementation of AI technology, increase our compliance costs and the risk of non-compliance, and restrict or impede our ability to develop, adopt and deploy AI technologies efficiently and effectively.

20

Investment advisory services are provided to each T.

business operations, and the cost of maintaining or upgrading such systems might increase from its current level.

Actual or perceived failure to adequately address the ESG expectations, or failure to manage conflicts of interests of our various stakeholders could lead to a tarnished reputation and loss of client assets or harm our access to capital.

Any inability to meet applicable requirements or expectations may adversely impact our reputation.

responsible could have a material adverse impact on our reputation, results of operations, financial condition or liquidity.

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.

Additionally, we must effectively ensure a safe working environment for associates working onsite in our offices, and adequately manage the post-pandemic transition from remote to onsite or a hybrid working environment.

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

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

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

Generally, OHA is entitled to a performance fee and carried interest under these agreements only in cases where the related portfolio investment return exceeds agreed-upon relative or absolute investment return thresholds, and there can be no assurance that these thresholds will be met.

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

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

Generally, our associates can terminate their employment with us at any time, with most required to provide little to no notice.

Recently we have adopted more significant notification requirements for certain key positions.

As a result of these new requirements, some employees or candidates may be less willing to continue their employment with us or join our firm.

Additionally, over the past several years the pace

For example, in addition to the EU's GDPR data protection rules, we also are or may become subject to or affected by additional country, federal and state laws, regulations and guidance impacting consumer privacy, such as the California Consumer Privacy Act.

- The revised Markets in Financial Instruments Directive ("MiFID II Directive") and Regulation ("MiFIR") (together “MiFID II”) applies across the EU and member states of the European Economic Area beginning on January 3, 2018.

Implementation of MiFID II has significantly impacted both the structure and operation of EU financial markets.

Some of the main changes introduced under MiFID II include applying enhanced disclosure requirements, enhancing conduct of business and governance requirements, broadening the scope of pre and post trade transparency, increasing transaction reporting requirements, transforming the relationship between client commissions and research, and further regulation of trading venues.

Compliance with MiFID II has increased operational complexity and increased our costs.

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

Rowe Price International Ltd, in 2018, and we pay for all the research needs of our investment professionals globally.

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.

could heighten this risk.

Our [removed: 2023] revenues and net income are derived primarily from investment advisory services provided to individual and institutional investors in a broad range of investment solutions across equity, fixed income, multi-asset, and alternative capabilities.

We also provide certain investment advisory clients with related administrative services, including distribution, mutual fund transfer agent, accounting, and shareholder services; participant recordkeeping and transfer agent services for defined contribution retirement plans; brokerage; trust services; and non-discretionary advisory [removed: services through model delivery.][added: services.]

Investment advisory [removed: revenues] [added: fees] depend largely on the total value and composition of assets under our management.

We incur significant expenditures to develop new products and services and improve and expand our capabilities and distribution channels in order to attract new [removed: investment advisory] clients and additional investments from our existing clients.

These efforts often involve costs that precede any future revenues [removed: that] we may recognize from an increase to our assets under management.

The investment management industry has been evolving and industry participants are facing [removed: 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.

[removed: Developed non-U.S. equity markets produced strong gains in U.S. dollar terms;] [added: However,] returns to U.S. investors were [removed: lifted] [added: hurt] by a [removed: weaker] [added: stronger] dollar versus major [removed: European] [added: non-U.S.] currencies.

Emerging equity markets [removed: produced solid gains but underperformed] [added: generally appreciated and outperformed] stocks in developed [added: non-U.S.] markets in U.S. dollar terms.

[removed: In] [added: Equities in] the emerging Europe, Middle East, and Africa [added: (EMEA) region were also mostly positive.]

Page [removed: 29][added: 54]

Returns of several major equity market indexes for [removed: 2023] [added: 2024] are as follows:

| S&P 500 Index | | | [removed: 26.3%] [added: 25.0%] | | |

| NASDAQ Composite Index(1) | | | [removed: 43.4%] [added: 28.6%] | | |

| Russell 2000 Index | | | [removed: 16.9%] [added: 11.5%] | | |

| MSCI EAFE (Europe, Australasia, and Far East) Index | | | [removed: 18.9%] [added: 4.4%] | | |

| MSCI Emerging Markets Index | | | [removed: 10.3%] [added: 8.1%] | | |

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

[removed: Mortgage-backed, commercial mortgage-backed, and asset-backed] [added: Mortgage-backed] securities performed in line with the broad [removed: market index.][added: investment-grade market.]

Tax-free municipal bonds [removed: outpaced] [added: slightly trailed] the broad taxable bond market.

Bonds in developed non-U.S. markets produced [removed: positive] [added: negative] returns in U.S. dollar [removed: terms, helped by a] [added: terms due to] weaker [removed: dollar] [added: currencies] versus [removed: major European currencies.][added: the dollar and rising bond yields in some countries.]

[removed: Bonds denominated] [added: In the emerging markets fixed income universe, dollar-denominated bonds produced gains] in [added: U.S. dollar terms, but] local [removed: currencies fared better than dollar-denominated issues,] [added: currency bonds produced negative returns,] as most [removed: emerging] [added: developing] markets currencies [removed: strengthened] [added: declined] versus the [removed: U.S.] dollar.

Returns of several major bond market indexes for [removed: 2023] [added: 2024] are as follows:

| Bloomberg Barclays U.S. Aggregate Bond Index | | | [removed: 5.5%] [added: 1.3%] | | |

| J.P. Morgan Global High Yield Index | | | [removed: 13.3%] [added: 9.0%] | | |

| Bloomberg Barclays Municipal Bond Index | | | [removed: 6.4%] [added: 1.1%] | | |

| Bloomberg Barclays Global Aggregate Ex-U.S. Dollar Bond Index | | | [removed: 5.7%] [added: (4.2)%] | | |

| J.P. Morgan Emerging Markets Bond Index Plus | | | [removed: 10.3%] [added: 7.7%] | | |

| Bank of America US High Yield Index | | | [removed: 13.5%] [added: 8.2%] | | |

| Credit Suisse Leveraged Loan Index | | | [removed: 13.0%] [added: 9.1%] | | |

Assets under management ended [removed: 2023] [added: 2024] at [removed: $1,444.5] [added: $1,606.6] billion, an increase of [removed: $169.8] [added: $162.1] billion from the end of [removed: 2022.][added: 2023.]

This increase was [removed: primarily] driven by net market appreciation and income, net of distributions not reinvested, of [removed: $251.6] [added: $205.3] billion, offset by net cash outflows of [removed: $81.8] [added: $43.2] billion.

| Net market appreciation (depreciation) and [removed: income(4)] [added: income(3)] | | | | | | [removed: 141.5] [added: (255.8)] | | | | | | [removed: 0.6] [added: (12.8)] | | | | | | [removed: 56.8] [added: (82.5)] | | | | | | [removed: —] [added: (0.3)] | | | | | | [removed: 198.9] [added: (351.4)] | | |

| Assets under management at December 31, 2021 | | | | | | [added: $ |] 992.7 | | | | | [added: $] | 175.7 | | | | | [added: $] | 477.7 | | | | | [added: $] | 41.7 | | | | | [added: $] | 1,687.8 | | [removed: |]

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

| Net cash [removed: flows(3)] [added: flows] | | | | | | (85.4) | | | | | | (6.8) | | | | | | 9.1 | | | | | | 1.3 | | | | | | (81.8) | | |

| Net market appreciation (depreciation) and [removed: income(4)] [added: income(3)] | | | | | | 164.8 | | | | | | 9.8 | | | | | | 73.8 | | | | | | 3.2 | | | | | | 251.6 | | |

| Assets under management at December 31, 2023 | | | | | | [removed: $ |] 743.6 | | | | | [removed: $] | 170.0 | | | | | [removed: $] | 483.0 | | | | | [removed: $] | 47.9 | | | | | [removed: $] | 1,444.5 | | [added: |]

Unfunded capital commitments of [added: $16.2 billion at December 31, 2024,] $11.6 billion at December 31, [removed: 2023] [added: 2023,] and [removed: $10.6] [added: $10.5] billion at December 31, [removed: 2022* *and] [added: 2022] are not reflected in AUM above.*

[removed: *(4)*] [added: *(3)*] *Reflects net distributions not reinvested of [removed: $2.9] [added: $5.9] billion in [removed: 2023, $3.3] [added: 2024, $2.9] billion in [removed: 2022,] [added: 2023,] and [removed: $6.5] [added: $3.3] billion in [removed: 2021.*][added: 2022.*]

Investment advisory clients outside the U.S. accounted for [removed: 8.6%] [added: 8.8%] of our assets under management at December 31, [removed: 2023] [added: 2024, 8.6% at December 31, 2023,] and 9.1% at December 31, 2022.

U.S. stocks produced strong gains for the second consecutive year in 2024, and various equity indexes reached new all-time highs during the year.

The equity market was buoyed by generally favorable corporate earnings and by continuing interest in companies expected to benefit from AI developments.

Although inflation remained above the Federal Reserve’s long-term 2% target, the central bank shifted its focus toward the moderating labor market in the second half of the year and began reducing interest rates starting in September.

In the final months of the year, equity investors generally welcomed not only looser monetary policy, but also diminished political uncertainty following U.S. elections in early November.

Market volatility increased, however, as investors curtailed their expectations for short-term interest rate cuts in 2025.

Developed non-U.S. equity markets were mostly positive in 2024, helped by looser monetary policies from various central banks around the world.

In Europe, equity markets were widely mixed in U.S. dollar terms, whereas developed Asian markets were mostly positive.

Emerging Asian markets were mostly positive in dollar terms, though South Korean stocks fell sharply due in large part to late-year political turmoil.

In Latin America, stocks in regional heavyweights Brazil and Mexico fell sharply, though some smaller markets produced positive returns.

Global bond returns were mostly positive in 2024, as many central banks around the world reduced short-term interest rates due to easing inflation pressures.

In the U.S., Treasury bill yields declined as the Federal Reserve reduced the federal funds target rate by 100 basis points (1.00%) in three steps starting in mid-September.

Intermediate- and long-term U.S. Treasury yields fluctuated throughout the year, but ultimately increased for the year amid expectations for fewer interest rate cuts in 2025 due to inflation remaining above the Federal Reserve’s 2% long-term goal.

The 10-year U.S. Treasury note yield was 4.58% at December 31, 2024 compared to 3.88% at December 31, 2023 .

Non-agency commercial mortgage-backed securities and asset-backed securities produced solid gains.

Corporate bonds rose to a lesser degree.

Treasuries lagged with slight positive returns.

High yield corporate bonds produced solid gains and strongly outperformed the investment-grade bond market.

Easing inflation pressures enabled central banks in Europe and the UK to reduce interest rates a few times.

In Japan, longer-term interest rates rose as the Bank of Japan increased short-term rates in March, ending a multi-year period of negative interest rates.

The Bank of Japan also unexpectedly raised rates at the end of July.

| Net cash flows prior to manager-driven distributions | | | | | | (72.7) | | | | | | 4.1 | | | | | | 4.9 | | | | | | 4.6 | | | | | | (59.1) | | |

| Manager-driven distributions | | | | | | — | | | | | | — | | | | | | — | | | | | | (2.6) | | | | | | (2.6) | | |

| Net cash flows prior to manager-driven distributions | | | | | | (85.4) | | | | | | (6.8) | | | | | | 9.1 | | | | | | 3.9 | | | | | | (79.2) | | |

| Manager-driven distributions | | | | | | — | | | | | | — | | | | | | — | | | | | | (2.6) | | | | | | (2.6) | | |

| Net cash flows prior to manager-driven distributions | | | | | | (52.0) | | | | | | 12.6 | | | | | | (6.5) | | | | | | 6.4 | | | | | | (39.5) | | |

| Manager-driven distributions | | | | | | — | | | | | | — | | | | | | — | | | | | | (3.7) | | | | | | (3.7) | | |

| Net cash flows | | | | | | (52.0) | | | | | | 12.6 | | | | | | (6.5) | | | | | | 2.7 | | | | | | (43.2) | | |

| Net market appreciation (depreciation) and income(3) | | | | | | 138.1 | | | | | | 5.5 | | | | | | 59.5 | | | | | | 2.2 | | | | | | 205.3 | | |

| Change during the period | | | | | | 86.1 | | | | | | 18.1 | | | | | | 53.0 | | | | | | 4.9 | | | | | | 162.1 | | |

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

| Assets under management at December 31, 2024 | | | | | | $ | 829.7 | | | | | $ | 188.1 | | | | | $ | 536.0 | | | | | $ | 52.8 | | | | | $ | 1,606.6 | |

| (in billions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Assets under management | | | $ | 475.6 | | | | | $ | 408.4 | | | | | $ | 334.2 | |

| Net cash flows | | | $ | 16.3 | | | | | $ | 13.1 | | | | | $ | 11.3 | |

Our net cash outflows in 2024 were driven primarily by growth-oriented equity strategies and a multi-asset sub-advised variable annuity outflow.

Financial intermediaries were the main sources of net outflows in 2024.

Geographically, while the EMEA and APAC regions experienced net inflows, these were outweighed by outflows in the Americas.

| Equity | | | | | | 51% | | | | | | 51% | | | | | | 46% | | | | | | 67% | | |

| All Funds | | | | | | 54% | | | | | | 56% | | | | | | 56% | | | | | | 70% | | |

| Equity | | | | | | 55% | | | | | | 47% | | | | | | 43% | | | | | | 55% | | |

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

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

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.

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.

Most markets in Latin America produced very strong returns.

20

(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.

The 10-year U.S. Treasury note yield started and ended the year at 3.88%.

Corporate bonds produced very strong gains.

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.

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.

Page 30

| Assets under management at December 31, 2020 | | | | | | $ | 895.8 | | | | | $ | 168.7 | | | | | $ | 406.0 | | | | | $ | — | | | | | $ | 1,470.5 | |

| Net cash flows(3) | | | | | | (44.6) | | | | | | 1.2 | | | | | | 14.9 | | | | | | — | | | | | | (28.5) | | |

| Acquired assets under management | | | | | | — | | | | | | 5.2 | | | | | | — | | | | | | 41.7 | | | | | | 46.9 | | |

| Change during the period | | | | | | 96.9 | | | | | | 7.0 | | | | | | 71.7 | | | | | | 41.7 | | | | | | 217.3 | | |

| Net market appreciation (depreciation) and income(4) | | | | | | (255.8) | | | | | | (12.8) | | | | | | (82.5) | | | | | | (0.3) | | | | | | (351.4) | | |

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

Investments in [removed: these] [added: our sponsored investment] products generally moderate market risk as they are diversified and invest in a number of different financial instruments.

We do not actively [removed: manage] [added: hedge] the market risk related to our seed capital investments.

The potential future loss of value, before any income tax benefits, of these investments at December 31, [removed: 2023] [added: 2024] was determined by using the lower of each product’s lowest net asset value per share during [removed: 2023] [added: 2024] or its net asset value per share at December 31, [removed: 2023,] [added: 2024,] reduced by 10%.

| (in millions) | | | Fair value [removed: 12/31/2023] [added: 12/31/2024] | | | | | | Potential lower value | | | | | | Potential loss | | | | | | | | |

| Seed capital not consolidated | | | [removed: 247.8] [added: 262.8] | | | | | | [removed: 219.3] [added: 231.0] | | | | | | [removed: 28.5] [added: 31.8] | | | | | | 12 | | % |

| Investments in affiliated collateralized loan obligations | | | [removed: 8.4] [added: 6.3] | | | | | | [removed: 7.6] [added: 5.7] | | | | | | [removed: 0.8] [added: 0.6] | | | | | | 10 | | % |

| Direct investment in consolidated [removed: sponsored] investment products | | | | | | | | | | | | | | | | | | | | | | | |

| Investment partnerships and other investments held at fair value | | | $ | [removed: 69.7] [added: 62.6] | | | | | $ | [removed: 64.9] [added: 55.7] | | | | | $ | [removed: 4.8] [added: 6.9] | | | | | [removed: 7] [added: 11] | | % |

Rowe Price [removed: Group.][added: Group, Inc.]

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

Further, we have investments that are used to economically hedge the change in our [removed: supplementary savings plan liability.][added: deferred compensation liabilities.]

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

Rowe Price [removed: Group] [added: Group, Inc.] would result from any ineffectiveness of this economic hedge.

Page [removed: 54][added: 56]

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

Our most significant exposure relates to the translation of the financial statements of our equity method investment in UTI [removed: ($164.5] [added: ($173.5] million at December 31, [removed: 2023).][added: 2024).]

We do not use derivative financial instruments to manage this currency risk, so both positive and negative fluctuations in the INR against the USD will affect accumulated other comprehensive income [added: (loss)] and the carrying amount of our investment.

We had a cumulative translation loss, net of tax, of [removed: $51.9] [added: $49.5] million at December 31, [removed: 2023,] [added: 2024,] related to our investment in UTI.

The majority of our currency translation risk on our consolidated balance sheet at December 31, [removed: 2023,] [added: 2024,] related to cash and non-consolidated investments of [removed: $226.0] [added: $230.1] million that are denominated in foreign currencies.

Additionally, the underlying holdings of our assets under management are also subject to market risk, which may arise from changes in equity prices, credit ratings, foreign currency exchange rates, and interest rates.

| Discretionary investments | | | $ | 258.8 | | | | | $ | 232.9 | | | | | $ | 25.9 | | | | | 10 | | % |

| Investments designated as an economic hedge of deferred compensation liabilities | | | 992.8 | | | | | | 859.1 | | | | | | 133.7 | | | | | | 13 | | % |

| Total | | | $ | 1,520.7 | | | | | $ | 1,328.7 | | | | | $ | 192.0 | | | | | 13 | | % |

| Discretionary investments | | | $ | 137.5 | | | | | $ | 123.8 | | | | | $ | 13.7 | | | | | 10 | | % |

| Seed capital | | | 870.7 | | | | | | 775.2 | | | | | | 95.5 | | | | | | 11 | | % |

| Investments designated as an economic hedge of deferred compensation liabilities | | | 29.7 | | | | | | 26.2 | | | | | | 3.5 | | | | | | 12 | | % |

| Total | | | $ | 1,037.9 | | | | | $ | 925.2 | | | | | $ | 112.7 | | | | | 11 | | % |

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

| Investments designated as an economic hedge of supplemental savings plan liability | | | 806.6 | | | | | | 692.6 | | | | | | 114.0 | | | | | | 14 | | % |

| 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 | | % |

20

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

With more than [removed: 80] [added: 85] 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 maintain a strong corporate culture [removed: that is] focused on delivering [removed: strong] [added: superior] long-term investment performance and world-class service to our clients.

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

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 [removed: funds] [added: funds, business development companies, an interval fund,] and collateralized loan obligations.

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

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

At December 31, [removed: 2023,] [added: 2024,] we had [removed: $1,444.5] [added: $1,606.6] billion in assets under management, an increase of [removed: $169.8] [added: $162.1] billion from [removed: 2022.][added: the end of 2023.]

This increase in assets under management was driven by market appreciation, net of distributions not reinvested, of [removed: $251.6] [added: $205.3] billion, offset by net cash outflows of [removed: $81.8] [added: $43.2] billion.

In [removed: 2023,] [added: 2024,] our target date retirement products experienced net cash inflows of [removed: $13.1] [added: $16.3] billion.

The assets under management in our target date retirement products totaled [removed: $408.4] [added: $475.6] billion at December 31, [removed: 2023,] [added: 2024,] or [removed: 28.3%] [added: 29.6%] of our managed assets at December 31, [removed: 2023,] [added: 2024,] compared [removed: with 26.2%] [added: to 28.3%] at the end of [removed: 2022.][added: 2023.]

The following charts show our AUM [added: (in billions)] by asset class, client type, geography, and account type as of December 31 for the prior three years:

[removed: ][added: ]

*(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 rows.*

*(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, [removed: stressed / distressed,] [added: 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.]

*(3)Institutional includes assets sourced from institutions along with defined contribution [removed: assets, including] assets [added: that are] sourced through intermediaries and our full-service recordkeeping business.*

[removed: ][added: ]

Additional information concerning our assets under management, results of operations, and financial condition during the past three years is contained in [removed: the Management’s Discussion and Analysis of Financial Condition and Results of Operations in] Part II, Item [removed: 7, as well as our consolidated financial statements, which are included in Item 8 of this Form 10-K.][added: 7.]

We also offer specialized advisory services, including management of stable value investment contracts, [removed: modeled] [added: customized] multi-asset solutions, and a distribution management service for the disposition of equity securities our clients receive from third-party venture capital investment pools.

The following tables set forth our broad investment capabilities as of December 31, [removed: 2023.][added: 2024.]

| *U.S.:* | | | Taxable Money, Tax-Exempt Money | | | Stable Value, Short-Term Bond, Short Duration Income, Ultra-Short Term Bond | | | Credit Opportunities, Floating Rate, [removed: US] High Yield | | | [removed: US] Inflation Protection, [removed: US] Treasury | | | Securitized Credit, CLO, GNMA | | | [removed: US] Investment [removed: Grade] [added: Grade, Corporate Income Bond] | | |

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

| | | | Multi-Sector | | | Dynamic Suite | | | Emerging Markets | | | [removed: Municipal] [added: Municipal (Tax-Free)] | | | Impact | | |

| *U.S.:* | | | QM [removed: US] Bond, [removed: US] Core Bond, [removed: US] Core Plus, [removed: US] Investment Grade Core, [removed: US] Total Return | | | N/O | | | N/O | | | [removed: Tax-Free] High Yield, Intermediate [removed: Tax-Free High Yield, Muni] [added: Muni,] Intermediate, [removed: Tax-Free] Long-Term, [removed: Tax-Free] Short/Intermediate | | | 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 | | | [removed: EM] Bond, [removed: EM] Corporate, [removed: EM] Corporate High Yield, [removed: EM Corporate] Investment Grade, [removed: EM] Local [removed: Bond,] [added: Currency,] Asia Credit | | | N/O | | | Global Impact Credit | | |

| *U.S. / Global / International:* | | | Target Date, Custom Target Date | | | [removed: Target Allocation] | | | [removed: Global Allocation] | | | [removed: Global Income] [added: Target Allocation] | | | [removed: Managed Volatility] [added: Global Allocation] | | |

| [removed: Custom Solutions] [added: Global Income] | | | [removed: Real Assets] [added: Managed Volatility] | | | [removed: Retirement Income] [added: Custom Solutions] | | | [removed: N/O] [added: Real Assets] | | | [removed: N/O] [added: Retirement Income] | | | | | |

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

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

We typically provide seed capital for certain [removed: new] investment products to begin building an investment performance history in advance of the portfolio receiving sustainable client assets.

The length of time we hold our seed capital investment will vary for each [removed: new] investment product as it is highly dependent on how long it takes to generate cash flows into the product from unrelated investors or, in the case of certain alternative products, the investment term.

Generally, we ensure [removed: that] the [removed: new] investment product has a sustainable level of assets from unrelated shareholders before we consider redemption of our seed capital investment in order to [removed: not negatively impact] [added: maintain] the product's net asset value or its performance record.

At December 31, [removed: 2023,] [added: 2024,] we had seed capital investments in our products of [removed: $1.4] [added: $1.3] billion.

We may also close or limit [removed: new] investments to new investors across [removed: sponsored] investment products in order to maintain the integrity of the investment strategy and to protect the interests of its existing shareholders and investors.

At present, the following strategies, which represent about [removed: 5%] [added: 7%] of total assets under management at December 31, [removed: 2023,] [added: 2024,] are generally closed to new investors:

We service clients in [removed: 51] [added: 54] countries around the world.

Investors domiciled outside the U.S. represented about 9% of total assets under management at the end of [removed: 2023.][added: 2024.]

The following table outlines the five distribution channels and products through which our assets under management are sourced as of December 31, [removed: 2023.][added: 2024.]

| | | | | | | Americas financial intermediaries | | | EMEA & APAC financial intermediaries | | | Individual U.S. investors on a direct basis | | | | | | U.S. Defined Contribution | | | [removed: Global institutions] [added: Institutional investors] | | |

- Enhance our relationships with clients and renew our individual investor base by investing in our ability to provide exceptional service and unique offerings.

Unfunded capital commitments of $16.2 billion at December 31, 2024, $11.6 billion at December 31, 2023, and $10.5 billion at December 31, 2022 are not reflected in AUM above.*

Management’s Discussion and Analysis of Financial Condition and Results of Operations as well as our consolidated financial statements, which are included in Item 8.

of this Form 10-K.

Additionally, we invest our capital in certain alternative products we manage to further align our interest with those of our clients.

These investments are commonly referred to as co-investments and totaled $0.3 billion at December 31, 2024.

| Separately Managed Accounts (SMAs)(1) | | | | | | x | | | x | | | | | | | | | | | | | | |

(1) Includes both model delivery and manager traded SMAs,.

A portion of this income is allocated to certain employees that have non-controlling interests in the entities that hold the general partner's investments.

protection laws and regulations of numerous jurisdictions, including the General Data Protection Regulation (“GDPR”) of the European Union (“EU”) and the California Consumer Privacy Act (“CCPA”).

This

of this Form 10-K.

Our culture of collaboration, diversity and inclusion enables us to identify and challenge our best ideas to arrive at well-informed decisions for our clients.

As a result of our associates developing these skills, we can promote from within.

We fill approximately one-third of our open positions with internal applicants, and most of our portfolio managers have been promoted from within.

Our comprehensive learning platform allows associates to grow in ways that matter to them, while offering customized and bespoke learning paths to build critical capabilities that advance our business priorities.

We encourage associates to participate in one of the four mentorship programs offered by the firm, which include mentoring, reciprocal mentoring, and mentor circle programs.

Launched in 2022 and continuously enhanced, T.

Rowe Price’s mentorship program enrollment has grown across the firm.

Our leaders balance business credibility, accountability, and leadership capability to maximize potential, drive client value, and activate our culture.

Attracting and Retaining Talent

We recruit and engage candidates with different backgrounds and experiences who bring new perspectives.

Our talent acquisition team continually enhances our recruitment and outreach strategies for all qualified applicants.

Our talent strategy has garnered recognitions, including Forbes’ World’s Best Employers, World's Most Admired Companies from Fortune, Top Workplaces Culture Excellence from Energage, and America's Most Responsible Companies from Newsweek, among others.

We publish our Equal Employment Opportunity ("EEO") data on our website at https://www.troweprice.com/content/dam/trowecorp/Pdfs/eeo-fact-sheet.pdf.

Offering Benefits to Further Our Commitment

We offer employee benefit solutions, including both health care and retirement benefits, where applicable; fitness club reimbursement; life insurance; and an Employee Assistance Program to support well-being.

Benefit competitiveness and design is assessed for a given country, and offerings reflect our global principles and local market practice.

For example, retirement programs are uniquely designed to support associates in meeting retirement goals while also reflecting regional and country-specific practices in APAC, EMEA, and North America.

Focus on Family

We have always emphasized the importance of spending quality time away from work.

In addition to generous vacation time, the firm offers fully paid maternity leave for birth mothers and fully paid parental leave to all new mothers and fathers.

We also provide adoption assistance to associates looking to expand their families.

In the U.S., the UK, and Canada, we offer our associates backup childcare and elder care.

We also launched an APAC Family Program working group designed to support working parents and caregivers throughout the region in the workplace.

We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to

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.

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

20

SERVICES AND CAPABILITIES.

*N/O - Not offered*

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

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

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

| Managed Accounts / Model Delivery | | | | | | x | | | x | | | | | | | | | | | | | | |

(1) Mutual fund models,.

A portion of this income is allocated to non-controlling interest holders and is reflected in compensation expense as these holders are also employees.

traded funds, and may also offer and make recommendations for certain funds that are not offered to the general public such as privately placed funds.

We thrive because our company culture is based on collaboration and diversity.

We believe that our culture of collaboration enables us to identify opportunities others might overlook.

Our associates’ knowledge, insight, enthusiasm, and creativity are the reason our clients succeed and our firm excels.

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

As a result of our associates developing these skills we are able to promote from within, with more than 35% of our open positions being filled by internal applicants, and

all of our portfolio managers having been promoted from within.

Hiring Diverse Talent

Having a diverse and inclusive workforce and providing an equal opportunity to all associates is a business and cultural imperative.

Our diversity, equity, and inclusion initiatives have garnered recognitions, including World's Most Admired Companies from Fortune, Barron's 100 Most Sustainable Companies and America's Most Responsible Companies from Newsweek.

We also continue to be a top company for LGBTQ+ equality by the Human Rights Campaign Foundation.

Although we have made progress in our workforce diversity representation, we seek to continuously improve in this area.

Our priority is to increase our hiring, retention and development of talent from groups that are underrepresented in asset management; including both ethnically diverse associates and women.

At the end of 2023, female associates held 32.5% of senior roles globally and ethnically diverse associates held 19.8% of senior roles in the U.S. For every open role at the firm, our goal is that at least 40% of interviewed candidates will be female and/or ethnically diverse, and during 2023, 65% of the candidates were ethnically diverse and/or female.

In an effort to be more transparent, we publish our EEO data on our website at https://www.troweprice.com/corporate/us/en/what-sets-us-apart/diversity-and-inclusion.html.

Set forth below is our diversity information as of December 31, 2023, grouped by division.

The data excludes information about the employees of OHA.

Investments Group Diversity Breakdown

| | | | Gender Representation - Global Population | | | | | | | | | | | | Ethnically Diverse - US Population Only | | | | | | | | |

| | | | Female | | | Male | | | Total | | | | | | Ethnically Diverse | | | Non- Ethnically Diverse | | | Total | | |

| Investments Group | | | 28% | | | 72% | | | 968 | | | | | | 24% | | | 76% | | | 683 | | |

| Portfolio Managers | | | 14% | | | 86% | | | 171 | | | | | | 15% | | | 85% | | | 126 | | |

| Analysts | | | 30% | | | 70% | | | 361 | | | | | | 37% | | | 63% | | | 247 | | |

| Traders | | | 26% | | | 74% | | | 97 | | | | | | 21% | | | 79% | | | 66 | | |

| All Other Roles | | | 35% | | | 65% | | | 339 | | | | | | 16% | | | 84% | | | 244 | | |

Global Distribution and Global Product Group Diversity Breakdown

| Global Distribution & Global Product | | | 48% | | | 52% | | | 2,927 | | | | | | 30% | | | 71% | | | 2,636 | | |

| Senior Level* | | | 35% | | | 65% | | | 537 | | | | | | 16% | | | 84% | | | 438 | | |

| All Others | | | 51% | | | 49% | | | 2,390 | | | | | | 32% | | | 68% | | | 2,198 | | |

For information about our legal proceedings, please see [removed: our Commitments and Contingencies footnote] [added: Note 16] to our audited consolidated financial statements in Item 8.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

| Common stock, [removed: $.20] [added: $0.20] par value per share | | | TROW | | | The NASDAQ Stock Market LLC | | |

The aggregate market value of the common equity (all voting) held by non-affiliates (excludes executive officers and directors) computed using [removed: $112.02] [added: $115.31] per share (the NASDAQ Official Closing Price on June 30, [removed: 2023,] [added: 2024,] the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $24.6] [added: $25.3] billion.

The number of shares outstanding of the registrant's common stock as of the latest practicable date, February [removed: 12, 2024,] [added: 11, 2025,] is [removed: 223,656,595.][added: 222,634,484.]

DOCUMENTS INCORPORATED BY REFERENCE: Certain portions of the registrant's Definitive Proxy Statement for the [removed: 2024] [added: 2025] 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: [94](#ibf89e79f8f34487c81b25aea9d5074c2_268).][added: 96.]

| ITEM 1. | | | Business | | | [removed: [2](#ibf89e79f8f34487c81b25aea9d5074c2_13)] [added: [2](#ibd8da4d52ee14699af558da18ef29540_13)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#ibf89e79f8f34487c81b25aea9d5074c2_55)] [added: Factors](#ibd8da4d52ee14699af558da18ef29540_64)] | | | [removed: [12](#ibf89e79f8f34487c81b25aea9d5074c2_55)] [added: [12](#ibd8da4d52ee14699af558da18ef29540_64)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#ibf89e79f8f34487c81b25aea9d5074c2_58)] [added: Comments](#ibd8da4d52ee14699af558da18ef29540_67)] | | | [removed: [24](#ibf89e79f8f34487c81b25aea9d5074c2_58)] [added: [26](#ibd8da4d52ee14699af558da18ef29540_67)] | | |

| ITEM 1C. | | | Cybersecurity | | | [removed: [24](#ibf89e79f8f34487c81b25aea9d5074c2_4398046513280)] [added: [27](#ibd8da4d52ee14699af558da18ef29540_70)] | | |

| ITEM 2. | | | [removed: [Properties](#ibf89e79f8f34487c81b25aea9d5074c2_61)] [added: [Properties](#ibd8da4d52ee14699af558da18ef29540_73)] | | | [removed: [26](#ibf89e79f8f34487c81b25aea9d5074c2_61)] [added: [28](#ibd8da4d52ee14699af558da18ef29540_73)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#ibf89e79f8f34487c81b25aea9d5074c2_64)] [added: Proceedings](#ibd8da4d52ee14699af558da18ef29540_76)] | | | [removed: [26](#ibf89e79f8f34487c81b25aea9d5074c2_64)] [added: [29](#ibd8da4d52ee14699af558da18ef29540_76)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#ibf89e79f8f34487c81b25aea9d5074c2_67)] [added: Disclosures](#ibd8da4d52ee14699af558da18ef29540_79)] | | | [removed: [26](#ibf89e79f8f34487c81b25aea9d5074c2_67)] [added: [29](#ibd8da4d52ee14699af558da18ef29540_79)] | | |

| | | | Information about our [Executive [removed: Officers](#ibf89e79f8f34487c81b25aea9d5074c2_70)] [added: Officers](#ibd8da4d52ee14699af558da18ef29540_82)] | | | [removed: [26](#ibf89e79f8f34487c81b25aea9d5074c2_70)] [added: [29](#ibd8da4d52ee14699af558da18ef29540_82)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ibf89e79f8f34487c81b25aea9d5074c2_1649267443826)] [added: Securities](#ibd8da4d52ee14699af558da18ef29540_91)] | | | [removed: [28](#ibf89e79f8f34487c81b25aea9d5074c2_73)] [added: [30](#ibd8da4d52ee14699af558da18ef29540_85)] | | |

| ITEM 6. | | | Reserved | | | [removed: [28](#ibf89e79f8f34487c81b25aea9d5074c2_79)] [added: [30](#ibd8da4d52ee14699af558da18ef29540_94)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibf89e79f8f34487c81b25aea9d5074c2_82)] [added: Operations](#ibd8da4d52ee14699af558da18ef29540_97)] | | | [removed: [28](#ibf89e79f8f34487c81b25aea9d5074c2_82)] [added: [31](#ibd8da4d52ee14699af558da18ef29540_97)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ibf89e79f8f34487c81b25aea9d5074c2_136)] [added: Risk](#ibd8da4d52ee14699af558da18ef29540_151)] | | | [removed: [54](#ibf89e79f8f34487c81b25aea9d5074c2_136)] [added: [55](#ibd8da4d52ee14699af558da18ef29540_151)] | | |

| ITEM 8. | | | [Financial [removed: Statements](#ibf89e79f8f34487c81b25aea9d5074c2_139)] [added: Statements](#ibd8da4d52ee14699af558da18ef29540_154)] | | | [removed: [56](#ibf89e79f8f34487c81b25aea9d5074c2_139)] [added: [57](#ibd8da4d52ee14699af558da18ef29540_154)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ibf89e79f8f34487c81b25aea9d5074c2_229)] [added: Disclosure](#ibd8da4d52ee14699af558da18ef29540_244)] | | | [removed: [90](#ibf89e79f8f34487c81b25aea9d5074c2_229)] [added: [92](#ibd8da4d52ee14699af558da18ef29540_244)] | | |

| ITEM 9A. | | | Controls and Procedures | | | [removed: [90](#ibf89e79f8f34487c81b25aea9d5074c2_232)] [added: [92](#ibd8da4d52ee14699af558da18ef29540_247)] | | |

| ITEM 9B. | | | Other Information | | | [removed: [90](#ibf89e79f8f34487c81b25aea9d5074c2_235)] [added: [92](#ibd8da4d52ee14699af558da18ef29540_250)] | | |

| ITEM 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [90](#ibf89e79f8f34487c81b25aea9d5074c2_235)] [added: [92](#ibd8da4d52ee14699af558da18ef29540_250)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ibf89e79f8f34487c81b25aea9d5074c2_250)] [added: Governance](#ibd8da4d52ee14699af558da18ef29540_265)] | | | [removed: [94](#ibf89e79f8f34487c81b25aea9d5074c2_250)] [added: [96](#ibd8da4d52ee14699af558da18ef29540_265)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#ibf89e79f8f34487c81b25aea9d5074c2_253)] [added: Compensation](#ibd8da4d52ee14699af558da18ef29540_268)] | | | [removed: [94](#ibf89e79f8f34487c81b25aea9d5074c2_253)] [added: [96](#ibd8da4d52ee14699af558da18ef29540_268)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ibf89e79f8f34487c81b25aea9d5074c2_256)] [added: Matters](#ibd8da4d52ee14699af558da18ef29540_271)] | | | [removed: [94](#ibf89e79f8f34487c81b25aea9d5074c2_256)] [added: [96](#ibd8da4d52ee14699af558da18ef29540_271)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ibf89e79f8f34487c81b25aea9d5074c2_259)] [added: Independence](#ibd8da4d52ee14699af558da18ef29540_274)] | | | [removed: [94](#ibf89e79f8f34487c81b25aea9d5074c2_259)] [added: [96](#ibd8da4d52ee14699af558da18ef29540_274)] | | |

| ITEM 14. | | | [Principal Accountant Fees and [removed: Services](#ibf89e79f8f34487c81b25aea9d5074c2_262)] [added: Services](#ibd8da4d52ee14699af558da18ef29540_277)] | | | [removed: [94](#ibf89e79f8f34487c81b25aea9d5074c2_262)] [added: [96](#ibd8da4d52ee14699af558da18ef29540_277)] | | |

| ITEM 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ibf89e79f8f34487c81b25aea9d5074c2_268)] [added: Schedules](#ibd8da4d52ee14699af558da18ef29540_283)] | | | [removed: [94](#ibf89e79f8f34487c81b25aea9d5074c2_268)] [added: [96](#ibd8da4d52ee14699af558da18ef29540_283)] | | |

| ITEM 16. | | | Form 10-K Summary | | | [removed: [98](#ibf89e79f8f34487c81b25aea9d5074c2_271)] [added: [100](#ibd8da4d52ee14699af558da18ef29540_286)] | | |

| | | | [PART I](#ibd8da4d52ee14699af558da18ef29540_10) | | | [2](#ibd8da4d52ee14699af558da18ef29540_10) | | |

| | | | [PART II](#ibd8da4d52ee14699af558da18ef29540_85) | | | [30](#ibd8da4d52ee14699af558da18ef29540_85) | | |

| | | | [PART III](#ibd8da4d52ee14699af558da18ef29540_262) | | | [96](#ibd8da4d52ee14699af558da18ef29540_262) | | |

| | | | [PART IV](#ibd8da4d52ee14699af558da18ef29540_280) | | | [96](#ibd8da4d52ee14699af558da18ef29540_280) | | |

| [SIGNATURES](#ibd8da4d52ee14699af558da18ef29540_289) | | | | | | [101](#ibd8da4d52ee14699af558da18ef29540_289) | | |

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

| | | | [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) | | |

20

Page 26

Page [removed: 24][added: 27]

Although management is responsible for the firm’s day to day cybersecurity operations, the Board of Directors [added: ("the Board")] oversees the firm’s cybersecurity program.

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

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

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

[removed: 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.

We annually undergo external examinations, such as Sarbanes-Oxley relating to financial [removed: reporting] [added: reporting, System] and [removed: SOC 1 and/or] [added: Organization Controls (SOC) 1, and] SOC 2 for key operational Business Units.

Within the firm's global [removed: Procurement] [added: risk] department, governance processes are established, including a formal Supplier Risk Management program overseeing third-party relationships based on documented risk thresholds.

Although no cybersecurity incident during the year ended December 31, [removed: 2023] [added: 2024,] resulted in an interruption of our operations, known losses of critical [removed: data or otherwise had] [added: data, nor] a material impact on the firm’s strategy, financial condition or results of [removed: operations, the scope and impact of any future incident cannot be predicted.][added: operations.]

For example, at each quarterly meeting the Audit Committee receives an update concerning the company’s cybersecurity metrics.

In addition, at least annually the Board receives a technology and cybersecurity update led by the senior management from the company’s technology and information security teams.

Enterprise Security also conducts regular phishing tests and manages annual employee training

The scope and impact of any future incident cannot be predicted.

20

Page 25

In December 2020, we announced that we are moving our headquarters [removed: in 2024] to a complex to be built with approximately [removed: 550,000] [added: 553,000] square feet of space under lease in Baltimore, Maryland.

We will [removed: also] vacate the space at 100 East Pratt Street once the new headquarters is fully [removed: completed.][added: completed, which is expected in early 2025.]

[removed: Information concerning our anticipated capital expenditures in 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: 2023] [added: 2024,] is set forth in [removed: the Leases footnote] [added: Note 7] to our audited consolidated financial statements in Item [removed: 8 of this Form 10-K.][added: 8.]

Information concerning our anticipated capital expenditures in 2025 is set forth in the capital resources and liquidity and material cash commitments discussions in Item 7.

of this Form 10-K.

Page 28

The following information includes the names, ages, and positions of our executive officers as of February [removed: 16, 2024.][added: 14, 2025.]

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

Sharps [removed: (52),] [added: (53), Chair of the Board since 2024,] 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.

Page [removed: 26][added: 29]

Dardis [removed: (50),] [added: (51),] Chief Financial Officer and Treasurer since 2021, Head of Finance in 2021, Head of Corporate Strategy from 2016 to 2021, and a Vice President since 2010.

August [removed: (62),] [added: (63),] Chief Executive Officer of OHA, a Director and Vice President since 2021.

Arif Husain [removed: (51),] [added: (52),] 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.

Jackson [removed: (61),] [added: (62),] Head of T.

Johnson [removed: (51),] [added: (52),] Chief Operating Officer since 2022, and a Vice President since 2022.

Josh Nelson [removed: (46),] [added: (47),] Head of [removed: U.S.] [added: Global] Equity since [removed: 2022,] [added: 2025, Head of U.S. Equity from 2022 to 2024,] 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: (56),] [added: (57),] General Counsel since 2020, Corporate Secretary since 2012, and a Vice President since 2001.

Sebastien Page [removed: (47),] [added: (48),] Head of Global Multi-Asset and a Vice President since 2015 and Chief Investment Officer since 2022.

Sawyer [removed: (56),] [added: (57),] 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.

Veiel [removed: (52),] [added: (53),] Head of Global Investments and Chief Investment Officer since 2024.

Hiebler [removed: (48),] [added: (49),] Principal Accounting Officer since 2010, Controller since 2020 and a Vice President since 2009.

20

Justin Thomson (56), Head of International Equity since 2021, Chief Investment Officer since 2017, Co-Head of Global Equity in 2021, and a Vice President since 2001.

Page 27

The following table presents repurchase activity during the fourth quarter of [removed: 2023.][added: 2024.]

(1) In March [removed: 2020,] [added: 2020] the Board approved a share repurchase program of approximately 24.1 million [added: shares and in December 2024, the Board approved an increase to the program of approximately 15.0 million] shares.

Of the total number of shares purchased during the fourth quarter of [removed: 2023, 20,454] [added: 2024, 27,954] were related to shares surrendered in connection with employee stock option exercises and none were related to shares withheld to cover tax withholdings associated with the vesting of restricted stock awards.

| Authorization dates | | | | | | [removed: 12/31/2022] [added: 12/31/2023] | | | | | | Additional shares authorized | | | | | | Total number of shares purchased | | | | | | Maximum number of shares that may yet be purchased at [removed: 12/31/2023] [added: 12/31/2024] | | |

We have [removed: 940] [added: 878] stockholders of record and approximately [removed: 478,000] [added: 480,000] 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 nearly [removed: 7%] [added: 6%] of our outstanding stock and outstanding vested stock options at December 31, [removed: 2023.][added: 2024.]

| 2024 | | | $ | 1.24 | | | | | $ | 1.24 | | | | | $ | 1.24 | | | | | $ | 1.24 | |

| October | | | | | | 3,951 | | | | | | $ | 110.30 | | | | | — | | | | | | 4,000,489 | | |

| November | | | | | | 17,125 | | | | | | $ | 121.70 | | | | | — | | | | | | 4,000,489 | | |

| December | | | | | | 630,014 | | | | | | $ | 115.36 | | | | | 623,136 | | | | | | 18,377,353 | | |

| Total | | | | | | 651,090 | | | | | | $ | 115.50 | | | | | 623,136 | | | | | | | | |

| March 2020 | | | | | | 6,348,517 | | | | | | — | | | | | | (2,971,164) | | | | | | 3,377,353 | | |

| December 2024 | | | | | | — | | | | | | 15,000,000 | | | | | | — | | | | | | 15,000,000 | | |

| | | | | | | 6,348,517 | | | | | | 15,000,000 | | | | | | (2,971,164) | | | | | | 18,377,353 | | |

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

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

| 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 | | | | | | | | |

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

Page [removed: 28][added: 30]

20

| Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [57](#ibf89e79f8f34487c81b25aea9d5074c2_142)] [added: [58](#ibd8da4d52ee14699af558da18ef29540_157)] | | |

| Consolidated Statements of Income for each of the years in the three-year period ended December 31, [removed: 2023] [added: 2024] | | | [removed: [58](#ibf89e79f8f34487c81b25aea9d5074c2_145)] [added: [59](#ibd8da4d52ee14699af558da18ef29540_160)] | | |

| Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, [removed: 2023] [added: 2024] | | | [removed: [59](#ibf89e79f8f34487c81b25aea9d5074c2_148)] [added: [60](#ibd8da4d52ee14699af558da18ef29540_163)] | | |

| Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, [removed: 2023] [added: 2024] | | | [removed: [60](#ibf89e79f8f34487c81b25aea9d5074c2_151)] [added: [61](#ibd8da4d52ee14699af558da18ef29540_166)] | | |

| Consolidated Statements of Stockholders' Equity for each of the years in the three-year period ended December 31, [removed: 2023] [added: 2024] | | | [removed: [61](#ibf89e79f8f34487c81b25aea9d5074c2_154)] [added: [62](#ibd8da4d52ee14699af558da18ef29540_169)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ibf89e79f8f34487c81b25aea9d5074c2_157)] [added: Statements](#ibd8da4d52ee14699af558da18ef29540_172)] | | | [removed: [63](#ibf89e79f8f34487c81b25aea9d5074c2_157)] [added: [64](#ibd8da4d52ee14699af558da18ef29540_172)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ibf89e79f8f34487c81b25aea9d5074c2_226)] [added: Firm](#ibd8da4d52ee14699af558da18ef29540_241)] (KPMG LLP, Baltimore, MD, Auditor ID: 185) | | | [removed: [88](#ibf89e79f8f34487c81b25aea9d5074c2_226)] [added: [90](#ibd8da4d52ee14699af558da18ef29540_241)] | | |

Page [removed: 56][added: 90]

| | | | [removed: 12/31/2023] [added: 2024] | | | | | | [removed: 12/31/2022] [added: 2023] | | | [added: | | | 2022 | | |]

| Cash and cash equivalents | | | $ | [removed: 2,066.6] [added: 2,649.8] | | | | | $ | [removed: 1,755.6] [added: 2,066.6] | |

| Accounts receivable and accrued revenue | | | [removed: 807.9] [added: 877.4] | | | | | | [removed: 748.7] [added: 807.9] | | |

| Investments | | | [removed: 2,554.7] [added: 3,000.5] | | | | | | [removed: 2,539.2] [added: 2,554.7] | | |

| Assets of consolidated [removed: sponsored] investment products [removed: ($1,204.4] [added: ($1,555.6] million at December 31, [removed: 2023] [added: 2024] and [removed: $1,375.6] [added: $1,204.4] million at December 31, [removed: 2022,] [added: 2023,] related to variable interest entities) | | | [removed: 1,959.3] [added: 2,044.0] | | | | | | [removed: 1,603.4] [added: 1,959.3] | | |

| Operating lease assets | | | [removed: 241.1] [added: 226.8] | | | | | | [removed: 279.4] [added: 241.1] | | |

| Property, equipment and software, net | | | [removed: 806.6] [added: 977.0] | | | | | | [removed: 755.7] [added: 806.6] | | |

| Intangible assets | | | [removed: 507.3] [added: 368.1] | | | | | | [removed: 629.8] [added: 507.3] | | |

| Other assets | | | [removed: 692.5] [added: 685.6] | | | | | | [removed: 688.7] [added: 692.5] | | |

| Total assets | | | $ | [removed: 12,278.8] [added: 13,472.0] | | | | | $ | [removed: 11,643.3] [added: 12,278.8] | |

| Accounts payable and accrued expenses | | | $ | [removed: 409.5] [added: 353.5] | | | | | $ | [removed: 406.7] [added: 422.9] | |

| Liabilities of consolidated [removed: sponsored] investment products [removed: ($35.2] [added: ($46.2] million at December 31, [removed: 2023] [added: 2024] and [removed: $39.1] [added: $35.2] million at December 31, [removed: 2022,] [added: 2023,] related to variable interest entities) | | | [removed: 54.2] [added: 62.1] | | | | | | [removed: 89.1] [added: 54.2] | | |

| Operating lease liabilities | | | [removed: 308.5] [added: 278.7] | | | | | | [removed: 329.6] [added: 308.5] | | |

| Accrued compensation and related costs | | | [removed: 240.8] [added: 219.8] | | | | | | [removed: 228.0] [added: 240.8] | | |

| Contingent consideration liability | | | [removed: 13.4] [added: $] | [added: —] | | | | | [removed: 95.8] [added: $] | [added: —] | | [added: | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 13.4 | |]

| Income taxes payable | | | [removed: 66.2] [added: 87.1] | | | | | | [removed: 46.0] [added: 66.2] | | |

| Total liabilities | | | [removed: 1,987.6] [added: 2,021.9] | | | | | | [removed: 1,956.4] [added: 1,987.6] | | |

| Redeemable non-controlling interests | | | [removed: 594.1] [added: 944.0] | | | | | | [removed: 656.7] [added: 594.1] | | |

| Preferred stock, undesignated, [removed: $.20] [added: $0.20] par value—authorized and unissued 20,000,000 shares | | | — | | | | | | — | | |

| Common stock, [removed: $.20] [added: $0.20] par value—authorized 750,000,000; issued [removed: 223,938,000] [added: 222,966,000] shares at December 31, [removed: 2023] [added: 2024] and [removed: 224,310,000] [added: 223,938,000] at December 31, [removed: 2022] [added: 2023] | | | [removed: 44.8] [added: 44.6] | | | | | | [removed: 44.9] [added: 44.8] | | |

| Additional capital in excess of par value | | | [removed: 431.7] [added: 311.9] | | | | | | [removed: 437.9] [added: 431.7] | | |

| Retained earnings | | | [removed: 9,076.1] [added: 10,040.6] | | | | | | [removed: 8,409.7] [added: 9,076.1] | | |

| Accumulated other comprehensive loss | | | [removed: (47.5)] [added: (51.7)] | | | | | | [removed: (53.0)] [added: (47.5)] | | |

| Total stockholders' equity attributable to T. Rowe Price Group, Inc. | | | [removed: 9,505.1] [added: 10,345.4] | | | | | | [removed: 8,839.5] [added: 9,505.1] | | |

| Non-controlling interests in consolidated entities | | | [removed: 192.0] [added: 160.7] | | | | | | [removed: 190.7] [added: 192.0] | | |

| Total permanent stockholders' equity | | | [removed: 9,697.1] [added: 10,506.1] | | | | | | [removed: 9,030.2] [added: 9,697.1] | | |

| Total liabilities, redeemable non-controlling interests and permanent stockholders’ equity | | | $ | [removed: 12,278.8] [added: 13,472.0] | | | | | $ | [removed: 11,643.3] [added: 12,278.8] | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Capital allocation-based income | | | [removed: 161.9] [added: 46.6] | | | | | | [removed: (54.3)] [added: 161.9] | | | | | | [removed: —] [added: (54.3)] | | |

| Administrative, distribution, and servicing fees | | | [removed: 550.9] [added: 588.0] | | | | | | [removed: 573.6] [added: 550.9] | | | | | | [removed: 573.8] [added: 573.6] | | |

| Net revenues | | | [removed: 6,460.5] [added: 7,093.6] | | | | | | [removed: 6,488.4] [added: 6,460.5] | | | | | | [removed: 7,671.9] [added: 6,488.4] | | |

| Compensation and related costs | | | [removed: 2,673.5] [added: 2,757.9] | | | | | | [removed: 2,320.8] [added: 2,673.5] | | | | | | [removed: 2,383.0] [added: 2,320.8] | | |

| | | | 12/31/2024 | | | | | | 12/31/2023 | | |

| Deferred compensation liabilities | | | 1,020.7 | | | | | | 895.0 | | |

| Investment advisory fees | | | $ | 6,399.7 | | | | | $ | 5,709.5 | | | | | $ | 5,962.7 | |

| Performance-based advisory fees | | | 59.3 | | | | | | 38.2 | | | | | | 6.4 | | |

| Net income | | | $ | 2,135.8 | | | | | $ | 1,835.7 | | | | | $ | 1,449.6 | |

| 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 | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 2,100.1 | | | | | | — | | | | | | 2,100.1 | | | | | | 5.4 | | | | | | 2,105.5 | | | | | | 35.7 | | |

| Shares issued upon option exercises | | | 577 | | | | | | 0.1 | | | | | | 36.3 | | | | | | — | | | | | | — | | | | | | 36.4 | | | | | | — | | | | | | 36.4 | | | | | | — | | |

| Common shares repurchased | | | (2,971) | | | | | | (0.6) | | | | | | (333.9) | | | | | | — | | | | | | — | | | | | | (334.5) | | | | | | — | | | | | | (334.5) | | | | | | — | | |

| Net distributions to non-controlling interests in consolidated entities | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (36.7) | | | | | | (36.7) | | | | | | — | | |

| Net subscriptions into consolidated investment products | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 592.0 | | |

| Balances at December 31, 2024 | | | 222,966 | | | | | | $ | 44.6 | | | | | $ | 311.9 | | | | | $ | 10,040.6 | | | | | $ | (51.7) | | | | | $ | 10,345.4 | | | | | $ | 160.7 | | | | | $ | 10,506.1 | | | | | $ | 944.0 | |

In 2024, we are reporting performance-based advisory fees in a separate line of the consolidated income statement to increase transparency.

As such, investment advisory fees for prior periods were recast to reflect the new presentation and ensure comparability.

Additionally, the contingent consideration liability of zero at December 31, 2024 and $13.4 million at December 31, 2023, was combined with accounts payable and accrued expenses as the carrying value is immaterial.

Details on the contingent consideration liability can be found in Note 5.

We do not believe the additional disclosure requirements will have a material impact on our consolidated financial statements.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03 *\- Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-4): Disaggregation of Income Statement Expenses*, which requires disclosures of additional information and disaggregation of certain expenses included in the income statement.

The guidance is effective for the firm on January 1, 2027, and allows for either a prospective or retrospective approach on adoption.

Certain of the investment partnerships we have an interest in were determined to be VIEs and are not consolidated as we concluded that we are not the primary beneficiary.

asset below its carrying value.

The fair value for each asset is determined using a discounted cash flow analysis where estimated future cash flows were discounted to arrive at a single present value amount.

*Performance-Based Fees*

Long-term incentive compensation

Effective July 2024, the 2020 Long-Term Incentive Plan was amended to provide certain employees the opportunity to receive 50% of their annual long-term incentive award in the form of restricted fund units.

Vesting of restricted fund units is based on the individual continuing to render service over an average five-year graded schedule.

These awards are settled in cash upon vesting.

As of December 31, 2024, non-employee directors held 83,485 vested stock units and an additional 7,413 stock units that will generally vest over the next six months.

Non-employee directors also held 8,970 restricted stock awards expected to vest over the next six months.

For restricted fund units, the award value is converted using the closing market price of one or more hypothetical funds selected by employees from a group of sponsored investment products prior to the grant date.

For restricted fund units, the units are remeasured against the hypothetical funds chosen by the unit holder each reporting period and the adjustment reported in compensation expense.

| Equity | | | $ | 3,864.7 | | | | | $ | 3,442.3 | | | | | $ | 3,758.4 | |

| Alternatives | | | 310.2 | | | | | | 283.4 | | | | | | 269.1 | | |

| Performance-based advisory fees | | | 59.3 | | | | | | 38.2 | | | | | | 6.4 | | |

| Capital allocation-based income | | | 46.6 | | | | | | 161.9 | | | | | | (54.3) | | |

| Deferred compensation liabilities economic hedges | | | 992.8 | | | | | | 806.6 | | |

| Deferred compensation liabilities economic hedges | | | 88.4 | | | | | | 21.0 | | |

| (in millions) | | | 2024 | | | | | | 2023 | | |

| | | | $ | 1,254.6 | | | | | $ | 1,105.5 | |

| (in millions) | | | 2024 | | | | | | 2023 | | |

| Supplemental savings plan liability | | | 895.0 | | | | | | 761.2 | | |

| Investment advisory fees | | | $ | 5,747.7 | | | | | $ | 5,969.1 | | | | | $ | 7,098.1 | |

| Reclassification adjustment recognized upon partial disposition of equity method investment | | | — | | | | | | — | | | | | | — | | |

| Total equity method investments | | | (1.6) | | | | | | (14.6) | | | | | | 7.0 | | |

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

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

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | 3,082.9 | | | | | | — | | | | | | 3,082.9 | | | | | | — | | | | | | 3,082.9 | | | | | | 15.6 | | |

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

| Shares issued upon option exercises | | | 1,206 | | | | | | 0.2 | | | | | | 46.8 | | | | | | — | | | | | | — | | | | | | 47.0 | | | | | | — | | | | | | 47.0 | | | | | | — | | |

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

| Common shares issued for acquisition | | | 4,447 | | | | | | 0.9 | | | | | | 880.6 | | | | | | | | | | | | | | | | | | 881.5 | | | | | | — | | | | | | 881.5 | | | | | | — | | |

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

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

The other T.

We completed our acquisition of Oak Hill Advisors, L.P. and other entities that have common ownership (collectively, "OHA") on December 29, 2021, therefore, our results of operations for 2021 does not include any financial results of OHA.

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.

The fair

Accordingly, this income is accounted for outside of the scope of ASC 606, *Revenue Recognition*, and recorded as part of capital allocation-based income in our consolidated statements of income.

Stock-based compensation

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

| Alternatives | | | 317.3 | | | | | | 273.1 | | | | | | — | | |

| Supplemental savings plan liability economic hedges | | | 806.6 | | | | | | 760.7 | | |

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

sheets and statements of income as of the dates the portfolios were deconsolidated or reconsolidated is detailed below.

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

INVESTMENTS IN AFFILIATED FUNDS - CARRIED INTEREST.

| Supplemental savings plan liability economic hedges | | | 806.6 | | | | | | — | | | | | | — | | | | | | 760.7 | | | | | | — | | | | | | — | | |

| Measurement period adjustment | | | | | | | | | | | | — | | | (49.3) | | |

| | | | $ | 735.9 | | | | | $ | 1,169.2 | | | | | $ | 1,905.1 | | | | | $ | 177.8 | | | | | $ | 1,336.5 | | | | | $ | 1,514.3 | |

| Cash and cash equivalents at beginning of year | | | 16.2 | | | | | | 102.9 | | | | | | 119.1 | | | | | | 7.3 | | | | | | 93.8 | | | | | | 101.1 | | | | | | 7.1 | | | | | | 97.7 | | | | | | 104.8 | | |

| | | | $ | 385.9 | | | | | $ | 1,486.3 | | | | | $ | — | | | | | $ | 144.4 | | | | | $ | 1,269.6 | | | | | $ | 71.8 | |

The fair value of Level 3 investments held by consolidated sponsored investment products are derived from inputs that are unobservable and which reflect the company's own determinations about the assumptions that market participants would use in pricing the investments, including assumptions about risk.

These inputs are developed based on the company's own data, which is adjusted if information indicates that market participants would use different assumptions.

Changes in fair value Level 3 are solely attributable to the deconsolidation of certain investments in 2023, and the purchase of investments in 2022.

The following table provides information about the significant Level 3 inputs:

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

Our management, including our principal executive and principal financial officers, have evaluated the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2023.][added: 2024.]

Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures as of December 31, [removed: 2023,] [added: 2024,] 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, have evaluated any change in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2023,] [added: 2024,] and has concluded that there was no change during the fourth quarter of [removed: 2023] [added: 2024] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Page [removed: 90][added: 94]

Management has evaluated the effectiveness of internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] in relation to criteria described in *Internal Control*–*Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on management’s assessment, we believe that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

KPMG has also expressed an unqualified opinion on the effective operation of our internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Page [removed: 91][added: 95]

Rowe Price Group, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control*–*Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control*–*Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 16, 2024] [added: 14, 2025] expressed an unqualified opinion on those consolidated financial statements.

February 14, 2025

February 14, 2025

February 16, 2024

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: 2023] [added: 2024] for the [removed: 2024] [added: 2025] 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: 2023] [added: 2024] for the [removed: 2024] [added: 2025] 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: 2023] [added: 2024] for the [removed: 2024] [added: 2025] Annual Meeting of our stockholders.

Matters.

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: 2023] [added: 2024] for the [removed: 2024] [added: 2025] 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: 2023] [added: 2024] for the [removed: 2024] [added: 2025] Annual Meeting of our stockholders.

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

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

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

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

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

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

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

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

Page [removed: 94][added: 98]

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

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

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

| | | | 10.03 | | | | | | [Transfer Agency and Service Agreement as of January 1, [removed: 2023, between] [added: 20](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a1003_2024trpstransferag.htm)[2](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a1003_2024trpstransferag.htm)[4](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a1003_2024trpstransferag.htm)[, be](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a1003_2024trpstransferag.htm)[tween] T. Rowe Price Services, Inc. and the T. Rowe Price [removed: Funds.](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000007/trow-ex1003_2023servicea.htm) | | | | | |] [added: Funds.](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a1003_2024trpstransferag.htm)] | | |

| | | | 10.04 | | | | | | [Agreement as of January 1, [removed: 2023,] [added: 2024,] between T. Rowe Price Retirement Plan Services, Inc. and certain of the T. Rowe Price [removed: Funds.](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000007/trow-ex1004_2023rpstrans.htm) | | | | | |] [added: Funds.](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a1004_2024rpsagreementex.htm)] | | |

| | | | 10.05 | | | | | | [Amended and Restated Agreement dated as of [removed: January] [added: February] 1, [removed: 2023] [added: 2024] between T. Rowe Price Associates, Inc. and the T. Rowe Price Funds for Fund Accounting and Related Administrative [removed: Services](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000007/trow-ex1005_2023retained.htm)[.](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000007/trow-ex1005_2023retained.htm) | | | | | |] [added: Services.](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a1005_2024amendedandrest.htm)] | | |

| | | | 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, [removed: 2009.)](http://www.sec.gov/Archives/edgar/data/1113169/000095013309001209/w73659exv10w08.htm) | | | | | |] [added: 2009.)](https://www.sec.gov/Archives/edgar/data/1113169/000095013309001209/w73659exv10w08.htm)] | | |

| | | | 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, [removed: 2016.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316916000033/trow-ex10081_bodltiplan.htm) | | | | | |] [added: 2016.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316916000033/trow-ex10081_bodltiplan.htm)] | | |

| | | | 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, [removed: 2005.)](http://www.sec.gov/Archives/edgar/data/1113169/000095013305000815/w05557exv10w9.htm) | | | | | |] [added: 2005.)](https://www.sec.gov/Archives/edgar/data/1113169/000095013305000815/w05557exv10w9.htm)] | | |

| | | | [removed: 10.09] [added: 97.2] | | | * | | | [Policy for Recoupment of Incentive [removed: Compensation.](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000007/trow-ex1009_q42023x10k.htm) | | | | | |] [added: Compensation](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000007/trow-ex972_q42023x10k.htm) [](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000007/trow-ex972_q42023x10k.htm)[(Incorporated by reference from Form 10-K filed on February 16, 2024.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000007/trow-ex972_q42023x10k.htm)] | | |

| | | | [removed: 10.10] [added: 10.09] | | | * | | | [removed: 2[012] [added: [2012] Long-term Incentive Plan. (Incorporated by reference from Form DEF14A filed on March 17, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000016/a2017proxystatement.htm) | | | | | |] [added: 2017.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316917000016/a2017proxystatement.htm)] | | |

| | | | [removed: 10.11.1] [added: 10.10.1] | | | * | | | [Forms of agreement for restricted stock awards issued under the 2012 Long-term Incentive Plan. (Incorporated by reference from Form 10-Q Report for the quarterly period ended June 30, 2012 filed on July 25, [removed: 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10182.htm) | | | | | |] [added: 2012.)](https://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10182.htm)] | | |

| | | | [removed: 10.11.2] [added: 10.10.2] | | | * | | | [Forms of agreement for restricted stock units issued under the 2012 Long-term Incentive Plan. (Incorporated by reference from Form 10-Q Report for the quarterly period ended June 30, 2012 filed on July 25, [removed: 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10183.htm) | | | | | |] [added: 2012.)](https://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10183.htm)] | | |

| | | | [removed: 10.11.3] [added: 10.10.3] | | | * | | | [Forms of agreement of stock options issued under the 2012 Long-term Incentive Plan. (Incorporated by reference from Form 10-Q Report for the quarterly period ended June 30, 2012 filed on July 25, [removed: 2012.)](http://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10184.htm) | | | | | |] [added: 2012.)](https://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10184.htm)] | | |

| | | | [removed: 10.11.4] [added: 10.10.4] | | | * | | | [HM Revenue and Customs Approved Sub-Plan for UK Employees under the 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2013 filed on April 24, [removed: 2013.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316913000020/trow-ex10185_q12013x10q.htm) | | | | | |] [added: 2013.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316913000020/trow-ex10185_q12013x10q.htm)] | | |

| | | | [removed: 10.11.5] [added: 10.10.5] | | | * | | | [Forms of Agreement for Stock Options issued under the HM Revenue and Customs Approved Sub-Plan for UK Employees under the 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended March 31, 2013 filed on April 24, [removed: 2013.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316913000020/trow-ex10186_q12013x10q.htm) | | | | | |] [added: 2013.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316913000020/trow-ex10186_q12013x10q.htm)] | | |

| | | | [removed: 10.11.6] [added: 10.10.6] | | | * | | | [Form of Statement of Additional Terms Regarding Awards of Restricted Stock Units (Version 3A) issued on or after December 6, 2017 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 8-K Current Report filed on December 12, [removed: 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_101xstmtofaddtlter.htm) | | | | | |] [added: 2017.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_101xstmtofaddtlter.htm)] | | |

| | | | [removed: 10.11.7] [added: 10.10.7] | | | * | | | [Form of Statement of Additional Terms Regarding Awards of Restricted Stock Units (Version 3B) issued on or after December 6, 2017 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 8-K Current Report filed on December 12, [removed: 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_102xstmtaddtlterms.htm) | | | | | |] [added: 2017.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_102xstmtaddtlterms.htm)] | | |

Page [removed: 95][added: 99]

| | | | [removed: 10.11.8] [added: 10.10.8] | | | * | | | [Form of Statement of Additional Terms Regarding Awards of Stock Options (Version 3A) issued on or after December 6, 2017 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 8-K Current Report filed on December 12, [removed: 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_103xstmtaddtlterms.htm) | | | | | |] [added: 2017.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_103xstmtaddtlterms.htm)] | | |

| | | | [removed: 10.11.9] [added: 10.10.9] | | | * | | | [Form of Statement of Additional Terms Regarding Awards of Stock Options (Version 3B) issued on or after December 6, 2017 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 8-K Current Report filed on December 12, [removed: 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_104xstmtofaddtlter.htm) | | | | | |] [added: 2017.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_104xstmtofaddtlter.htm)] | | |

| | | | [removed: 10.11.10] [added: 10.10.10] | | | * | | | [Form of Notice of Grant of Restricted Stock Units Award issued on or after December 6, 2017 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 8-K Current Report filed on December 12, [removed: 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit105.htm) | | | | | |] [added: 2017.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit105.htm)] | | |

| | | | [removed: 10.11.11] [added: 10.10.11] | | | * | | | [Form of Statement of Additional Terms Regarding Awards of Restricted Stock Units (Version 4A) issued on or after December 9, 2018 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended September 30, 2018 filed on October 25, [removed: 2018.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316918000023/trow-ex101812.htm) | | | | | |] [added: 2018.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316918000023/trow-ex101812.htm)] | | |

| | | | [removed: 10.11.12] [added: 10.10.12] | | | * | | | [Form of Statement of Additional Terms Regarding Awards of Restricted Stock Units (Version 4B) issued on or after December 9, 2018 under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan. (Incorporated by reference from Form 10-Q for the quarterly period ended September 30, 2018 filed on October 25, [removed: 2018.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316918000023/trow-ex101813.htm) | | | | | |] [added: 2018.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316918000023/trow-ex101813.htm)] | | |

| | | | [removed: 10.11.13] [added: 10.10.13] | | | * | | | [Form of Notice of Grant of Restricted Stock Units Award issued under the T. Rowe Price Group, Inc. 2012 Long-Term Incentive Plan (Incorporated by reference from Form 10-K Annual Report filed on February 13, 2020.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316920000008/exhibit101814noticeofg.htm) | | | [removed: | | | | | |]

| | | | [removed: 10.11.14] [added: 10.10.14] | | | * | | | [Supplemental Savings [removed: Plan](https://www.sec.gov/Archives/edgar/data/1113169/000111316923000032/trowepricesupplementalsa.htm)[,](https://www.sec.gov/Archives/edgar/data/1113169/000111316923000032/trowepricesupplementalsa.htm) [amended] [added: Plan, amended] and restated as of July 28, 2020](https://www.sec.gov/Archives/edgar/data/1113169/000111316923000032/trowepricesupplementalsa.htm) [removed: [(](https://www.sec.gov/Archives/edgar/data/1113169/000111316923000032/trowepricesupplementalsa.htm)[Incorporated] [added: [(Incorporated] by reference from Form S-8 registration statement filed on August 2, 2023.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316923000032/trowepricesupplementalsa.htm) | | | [removed: | | | | | |]

| | | | [removed: 10.12] [added: 10.11] | | | * | | | [2017 Non-Employee Director Equity Plan, as amended (Incorporated by reference from Form 10-K Annual Report filed on February 13, 2020.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316920000008/exhibit1023amendmentto.htm) | | | [removed: | | | | | |]

| | | | [removed: 10.13] [added: 10.12] | | | * | | | [Statements of additional terms and conditions for awards granted under the 2017 Non-Employee Director Equity Plan (Incorporated by reference from Form S-8 registration statement filed on April 27, [removed: 2017.)](http://www.sec.gov/Archives/edgar/data/1113169/000111316917000029/exhibit993statementofaddtion.htm) | | | | | |] [added: 2017.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316917000029/exhibit993statementofaddtion.htm)] | | |

| | | | [removed: 10.14] [added: 10.13] | | | * | | | [T. Rowe Price Group, Inc. 2019 Annual Incentive Compensation Plan for Executive Officers. (Incorporated by reference from Form 8-K Current Report filed on February 13, [removed: 2019).](http://www.sec.gov/Archives/edgar/data/1113169/000111316919000007/a2019annualincentivecompens.htm) | | | | | |] [added: 2019](https://www.sec.gov/Archives/edgar/data/1113169/000111316919000007/a2019annualincentivecompens.htm)[.](https://www.sec.gov/Archives/edgar/data/1113169/000111316919000007/a2019annualincentivecompens.htm)[)](https://www.sec.gov/Archives/edgar/data/1113169/000111316919000007/a2019annualincentivecompens.htm)] | | |

| | | | [removed: 10.15] [added: 10.14] | | | * | | | [2020 Long-Term Incentive [removed: Plan (Incorporated] [added: Plan](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm) [(Amended and Restated July 30, 2024)](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm) [](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm)[(Incorporated] by reference [removed: from Registration Statement on Form S-8 filed on May 15, 2020).](https://www.sec.gov/Archives/edgar/data/1113169/000111316920000028/exh991lti2020plan.htm) | | | | | |] [added: from](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm) [Form](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm) [](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm)[10-Q](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm) [filed on](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm) [November](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm) [1](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm)[, 202](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm)[4](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm)[.](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm)[)](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm)] | | |

| | | | [removed: 10.16.1] [added: 10.15.1] | | | * | | | [Form of Notice of Grant of Restricted Stock Units Award issued under the T. Rowe Price Group, Inc. 2020 Long-Term Incentive Plan. (Incorporated by reference from Form 10-K filed on February 11, [removed: 2021.)](http://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102112020ltipgrantnotice.htm) | | | | | |] [added: 2021.)](https://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102112020ltipgrantnotice.htm)] | | |

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| | | | 97.2 | | | * | | | [Policy for Recoupment of Incentive Compensation.](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000007/trow-ex972_q42023x10k.htm) | | | | | | | | |

Page [removed: 98][added: 100]

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 16, 2024.][added: 14, 2025.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February [removed: 16, 2024.][added: 14, 2025.]

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

Page [removed: 99][added: 101]

/s/ William J.

Stromberg, Chairman of the Board of Directors

/s/ Freeman A.

Hrabowski III, Director