T. Rowe Price (TROW) 10-K risk factor changes: FY2025 vs FY2024

If the investment performance of our managed investment [removed: portfolios] [added: products] is less than that of our competitors or applicable third-party benchmarks, we could lose existing and potential clients and suffer a decrease in assets under management.

We derive a significant portion of our revenues from advisory fees on managed investment [removed: portfolios.][added: products.]

Any redemptions and other withdrawals from, or shifting among, our investment [removed: portfolios] [added: products] could reduce our assets under management.

These could be caused by investors reducing their investments in our [removed: portfolios] [added: products] in general or in the market segments in which we focus; investors [added: taking profits from their investments; product risk characteristics, which could cause investors to move assets to other investment managers; and investor and market sentiments.]

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

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

Our managed investment [removed: portfolios] [added: products] 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, [removed: the threat that Russia’s military aggression may expand,] [added: recent events in Venezuela] and the [removed: recent] [added: on-going] conflicts in the Middle [removed: East, including the Israel-Hamas war, and potential escalation of such conflicts),] [added: East),] trade [added: policies,] wars or tariffs (including those imposed or threatened by the [removed: U.S.),] [added: U.S. and retaliatory tariffs by U.S. trading partners),] currency fluctuations, [added: market volatility,] illiquidity and capital controls, and changes in legislation related to ownership limitations.

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

We provide investment advisory, distribution, and other administrative services to [removed: collective investment funds] [added: commingled vehicles] under various agreements.

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

Rowe Price U.S. mutual fund [added: and ETF] must annually approve the terms of the investment management and service agreements.

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

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

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

[removed: Real or perceived conflicts] between our clients’ interests and our own, as well as any fraudulent activity or other exposure of client assets or information, may impair our reputation and subject us to litigation or regulatory action.

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

- risks related to the potential illiquidity, [removed: valuation] [added: valuation, concentration] and disposition of such investments;

Our hedging strategies utilized to mitigate risk may not be effective, which could impact our [removed: earnings.][added: net income.]

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

In the event that our hedging strategies are not effective, the resulting impact may adversely affect our [removed: results of operations, cash flows or financial condition.][added: net income.]

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

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

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

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

Since our revenue is based on the market value and composition of the assets under our management, the impact of such [added: 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 [removed: continuity that address the potential impact of pandemics, epidemics or disease outbreaks to our personnel and our facilities, and to date have been successful in navigating the challenges presented by the COVID-19 pandemic,] [added: continuity,] no assurance can be given that the steps we have taken will continue to be effective or appropriate against future pandemics, epidemics or disease outbreaks.

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

Such non-performance could produce a financial loss for us or the [removed: portfolios] [added: products] we manage.

From time to time, we consider strategic opportunities, including potential acquisitions, dispositions, consolidations, organizational restructurings, [removed: joint ventures or similar transactions,] [added: partnerships,] any of which may impact our business.

[removed: 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 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.

Within our investment [removed: portfolios,] [added: products,] changes in weather patterns around the world can impact companies in which we invest on behalf of our clients.

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

- the potential nationalization of our property or that of the companies in our investment [removed: portfolios;][added: products;]

We cannot [removed: assure] [added: guarantee] that we will be able to attract or retain key personnel.

We require significant quantities and types of technology to operate our business and would be adversely affected if we or our third party providers fail to maintain [removed: adequate] [added: adequate, resilient] and secure technology to conduct or expand our operations or if our technology became inoperative or obsolete.

All of our technology systems, including those provided or operated by third-party service providers, are [added: not fully redundant and are] vulnerable to disability or failures due to cyberattacks, natural disasters or extreme weather [removed: events (which may increase in frequency or intensity as a result of climate change),] [added: events,] power failures, acts of war or terrorism, sabotage, coding errors, system outages, and other causes.

[removed: A technological breakdown or disruption in] services could also interfere with our ability to comply with financial reporting and controls and other regulatory requirements, exposing us to regulatory action and liability to our [removed: clients.][added: clients, potentially resulting in financial losses that may not be sufficiently mitigated by insurance coverage.]

We are dependent on the effectiveness of the information and cybersecurity policies, procedures and [added: technology-based] capabilities we maintain to protect our systems and data.

An externally caused data security incident, such as a cyberattack, [removed: phishing scam,] [added: social engineering attacks (including phishing, impersonation and identity takeover attempts),] virus, ransomware attack, denial-of-service attack, or an attack launched from within our systems could compromise the integrity of [added: personal data of clients, personnel and other parties, as well as] confidential client or competitive information and materially interrupt our business operations.

Our fees vary depending on product offering, and our assets under management may be overly concentrated within limited market segments or strategies, which could impact our revenues should these fees be impacted.

- Government Shutdown.

The U.S. federal government periodically experiences funding gaps that result in partial or complete shutdowns of government operations.

A prolonged shutdown could adversely impact the U.S. economy, financial markets, and our business directly and indirectly.

During a shutdown, many federal agencies, such as the SEC, suspend or delay regulatory approvals.

A delay in the approval of new products

which we intend to offer could materially impact our performance and the timing with which we begin to attract investors.

Additionally, a shutdown could have broader negative effects on consumer and business confidence, the financial markets, and the overall economy.

Uncertainty regarding the duration or frequency of government shutdowns may contribute to market volatility and increased redemptions from our products.

Real or perceived conflicts

In addition, should we be subject to a cybersecurity event or data breach, or the target of cyber criminals who seek to defraud our clients, our reputation could be harmed and we could suffer financial loss.

In addition, acquisitions and related transactions involve risks, including unanticipated problems regarding integration

income.

A technological breakdown or disruption in

Further, the use of AI technologies requires ongoing operational controls and procedures and the development and deployment of appropriate protections and safeguards.

AI technologies may also disrupt the competitive landscape for investment management and technology services, including in commercial and operational areas such as data aggregation and quantitative models.

Furthermore, we may face competition from investment managers who use AI in lieu of human managers, which may lead to lower cost solutions which could impact our business.

Additionally, over the past several years the pace

In addition, the U.S. administration and other foreign governments have pursued deregulation measures that may create regulatory uncertainty for our business, and potentially create divergent regulatory frameworks, as other state and local governments may take action to fill the vacuum.

Any changes in the regulatory framework applicable to our business, may impose additional costs, require the attention of our senior management, result in limitations on the manner in which business is conducted, or may ultimately have an adverse impact on the competitiveness of our business.

Certain new regulatory proposals that may impact or relate to our business, include cybersecurity disclosures, sustainability, privacy and data protection, financial products, fiduciary and fund-related reforms, digital assets, tax compliance, and other investment management disclosure and compliance requirements.

disclosure obligations, regulatory investigations, actions or fines, and litigation, and our insurance may not be sufficient to cover our liability which would impact our financial results.

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

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

If a T.

Any errors in the underlying

For example, ESG issues have been the subject of increased focus by regulators, clients and other stakeholders.

Various clients and stakeholders have divergent views on ESG matters, 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 pose challenges for us to manage divergent goals and preferences, and increase the risk that any action or lack thereof by us concerning ESG, or any actual or perceived failure to adequately address the ESG expectations will be viewed negatively by some stakeholders, which could adversely impact our reputation and business.

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.

- 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;

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

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

For example, the coronavirus pandemic adversely affected global financial markets and impacted global supply chains.

events on global financial markets and our clients’ investment decisions could adversely affect our revenue and operating results.

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

We own a 23% investment in UTI Asset Management Company Ltd ("UTI"), an Indian asset management company, and we may consider non-controlling minority investments in other entities in the future.

We may not realize future returns from such investments or any collaborative activities that may develop in the future.

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

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

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

In September 2024, a new rule expanding the definition of, and requirements for, an investment advice fiduciary under ERISA (“Retirement Security Rule”) became effective, which applies to retirement plans and accounts that comprise a majority of our accounts.

We are assessing the impact of the Retirement Security Rule on our business.

For example, the SEC proposed new rules in 2023 that would require broker-dealers and investment advisers, when engaging or communicating with investors using predictive data analytics, to evaluate such technologies for conflicts of interest and, where identified, eliminate or neutralize the conflict of interest.

If adopted as proposed, these rules could encompass a wide range of forward-looking uses of technology applications and impose significant operational burdens and costs.

Future changes to laws and regulations in these areas

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

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

In addition, the EU’s Corporate Sustainability Reporting Directive imposes enhanced sustainability reporting requirements for certain EU companies and non-EU companies, with phased reporting requirements beginning in 2025 for certain companies.

continue to be available at acceptable terms and fees.

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

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

The investment management industry [removed: has been evolving] [added: continues to evolve] and [removed: industry participants are facing] [added: face] challenging [removed: trends] [added: trends,] including [removed: passive investments taking] [added: the shift in] market share from traditional active [removed: strategies; continued] [added: strategies to passive products, persistent] downward fee [removed: pressure;] [added: pressure,] demand for [removed: new] [added: lower cost] investment [removed: vehicles to meet client needs;] [added: vehicles,] and an ever-changing regulatory landscape.

In this [removed: regard,] [added: environment,] we [removed: have] [added: maintain] ample liquidity and resources that allow us to take advantage of attractive growth [removed: opportunities.][added: opportunities and deliver new capabilities that meet the evolving needs of our clients globally.]

[removed: Emerging equity] [added: Stocks in emerging] markets [removed: generally appreciated and] outperformed [removed: stocks] [added: equities] in developed [removed: non-U.S.] markets in U.S. dollar terms.

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

Returns of several major equity market indexes for [removed: 2024] [added: 2025] are as follows:

| S&P 500 Index | | | [removed: 25.0%] [added: 17.9%] | | |

| NASDAQ Composite Index(1) | | | [removed: 28.6%] [added: 20.4%] | | |

| Russell 2000 Index | | | [removed: 11.5%] [added: 12.8%] | | |

| MSCI EAFE (Europe, Australasia, and Far East) Index | | | [removed: 4.4%] [added: 31.9%] | | |

| MSCI Emerging Markets Index | | | [removed: 8.1%] [added: 34.4%] | | |

In the U.S., Treasury bill [removed: yields] [added: yields, which tend to track the federal funds target rate,] declined [added: about 70 basis points (0.70%) for the year,] as the Federal Reserve reduced the federal funds target rate by [removed: 100] [added: 25] basis points [removed: (1.00%) in] [added: (0.25%)] three [removed: steps starting] [added: times] in [removed: mid-September.][added: the final months of the year.]

Tax-free municipal bonds [removed: slightly trailed the broad] [added: underperformed] taxable [added: bonds, but high yield corporates outperformed the investment-grade] bond market.

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

Returns of several major bond market indexes for [removed: 2024] [added: 2025] are as follows:

| Bloomberg Barclays U.S. Aggregate Bond Index | | | [removed: 1.3%] [added: 7.3%] | | |

| J.P. Morgan Global High Yield Index | | | [removed: 9.0%] [added: 8.5%] | | |

| Bloomberg Barclays Municipal Bond Index | | | [removed: 1.1%] [added: 4.3%] | | |

| Bloomberg Barclays Global Aggregate Ex-U.S. Dollar Bond Index | | | [removed: (4.2)%] [added: 8.9%] | | |

| J.P. Morgan Emerging Markets Bond Index Plus | | | [removed: 7.7%] [added: 12.4%] | | |

| Bank of America US High Yield Index | | | [removed: 8.2%] [added: 8.5%] | | |

| Credit Suisse Leveraged Loan Index | | | [removed: 9.1%] [added: 5.9%] | | |

ASSETS UNDER [removed: MANAGEMENT.][added: MANAGEMENT.(1)]

Assets under management ended [removed: 2024] [added: 2025] at [removed: $1,606.6] [added: $1,775.6] billion, an increase of [removed: $162.1] [added: $169.0] billion from the end of [removed: 2023.][added: 2024.]

This increase was driven by net market appreciation and income, net of distributions not reinvested, of [removed: $205.3] [added: $216.7] billion, offset by net cash outflows of [removed: $43.2] [added: $56.9] billion.

The following table details changes in our assets under [removed: management] [added: management,] by asset [removed: class] [added: class,] during the last three years:

| (in billions) | | | | | | Equity | | | | | | Fixed income, including money market | | | | | | [removed: Multi-asset(1)] [added: Multi-asset(2)] | | | | | | [removed: Alternatives(2)] [added: Alternatives(3)] | | | | | | Total | | |

| Net cash flows prior to manager-driven distributions | | | | | | [removed: (72.7)] [added: (74.9)] | | | | | | [removed: 4.1] [added: 12.5] | | | | | | [removed: 4.9] [added: 1.8] | | | | | | [removed: 4.6] [added: 6.9] | | | | | | [removed: (59.1)] [added: (53.7)] | | |

| Manager-driven distributions | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: (2.6)] [added: (3.2)] | | | | | | [removed: (2.6)] [added: (3.2)] | | |

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

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

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

| Net market appreciation (depreciation) and [removed: income(3)] [added: income(4)] | | | | | | 138.1 | | | | | | 5.5 | | | | | | 59.5 | | | | | | 2.2 | | | | | | 205.3 | | |

| [removed: Assets] [added: Assets] under management at December 31, [removed: 2024] [added: 2024] | | | | | | [removed: $] [added: 829.7] | [removed: 829.7] | | | | | [removed: $] [added: 188.1] | [removed: 188.1] | | | | | [removed: $] [added: 536.0] | [removed: 536.0] | | | | | [removed: $] [added: 52.8] | [removed: 52.8] | | | | | [removed: $] [added: 1,606.6] | [removed: 1,606.6] | |

[removed: *(1)*] [added: *(2)*] *The underlying [removed: AUM] [added: assets under management] of the multi-asset [removed: portfolios] [added: products] have been aggregated and presented in this category and not reported in the equity and fixed income columns.*

[removed: *(2)*] [added: *(3)*] *The alternatives asset class includes strategies authorized to invest more than 50% of its holdings in private credit, leveraged loans, mezzanine, real assets/CRE, structured products, stressed/distressed, non-investment grade CLOs, special situations, business development companies, or that have absolute return as its investment objective.

Unfunded capital commitments [removed: of $16.2] [added: were $21.6] billion at December 31, [removed: 2024, $11.6] [added: 2025, $16.2] billion at December 31, [removed: 2023,] [added: 2024,] and [removed: $10.5] [added: $11.6] billion at December 31, [removed: 2022] [added: 2023, and] are not reflected in [added: fee basis] AUM above.*

[removed: *(3)* *Reflects] [added: *(4)* *Includes] net distributions not reinvested of [removed: $5.9] [added: $6.8] billion in [removed: 2024, $2.9] [added: 2025, $5.9] billion in [removed: 2023,] [added: 2024,] and [removed: $3.3] [added: $2.9] billion in [removed: 2022.*][added: 2023.*]

At the same time, we have developed a broad and ongoing plan to further align our expense growth with our anticipated revenue growth, which will allow us to realign resources and continue investing in existing and future capabilities.

In 2025, we took several steps to execute on this plan, including targeted role eliminations, outsourcing and expanding some of our technology capabilities through trusted vendor partnerships, and the decision to exit certain owned buildings with plans to dispose of the properties in 2026.

The impact of these actions has been recorded as a restructuring charge in the consolidated statements of income and is discussed later in Item 7.

and Item 8.

These measures also help offset ongoing inflationary pressures on compensation and contractual spending.

Our strategic investments include hiring investment and distribution professionals, adopting new technologies, offering new products, and growing and diversifying our business through innovative global partnerships.

Major U.S. stock market indices rose in 2025.

After a challenging start to 2025 stemming from new U.S. tariff and trade policies, equities advanced starting in April, as the U.S. and China made efforts to improve their trade relationship, economic growth and corporate earnings remained favorable, investors favored artificial intelligence-related businesses and other high-growth companies, and Congress passed tax legislation that should provide some fiscal stimulus to the economy.

In addition, signs of a weakening labor market in the latter part of the year prompted the Federal Reserve to reduce short-term interest rates, despite continued elevated inflation.

The central bank lowered rates in September, October, and December.

Developed non-U.S. equity markets outperformed U.S. stocks in U.S. dollar terms, helped by a weaker dollar versus major non-U.S. currencies.

In Europe, equity markets were mostly positive in dollar terms.

Stocks in Spain and Austria fared best, surging 80%, while equities in Finland, Ireland, and Italy advanced close to 60%.

UK stocks rose 35%.

Developed Asian markets were also mostly positive with stocks in Hong Kong climbing 35% and Japanese stocks rising 25%.

Global bond returns were positive in 2025.

At the end of the year, the federal funds target rate was in the 3.50% to 3.75% range.

Short- and intermediate-term U.S. Treasury yields had a comparable decline, but the 10-year U.S. Treasury note yield fell 40 basis points (0.40%), from 4.58% to 4.18%.

The 30-year U.S. Treasury bond yield rose modestly for the year.

In the U.S. investment-grade bond universe, mortgage-backed securities performed best, but corporate bonds and non-agency commercial mortgage-backed securities also did well.

Treasuries and asset-backed securities slightly lagged.

In the eurozone, longer-term bond yields increased in many countries, though policymakers for the European Central Bank reduced short-term interest rates four times in the first half of 2025.

In the UK, longer-term bond yields fell slightly for the year, as the Bank of England reduced the Bank Rate by 25 basis points (0.25%) four times in 2025.

The euro strengthened more than 13% versus the U.S. dollar, while the British pound rose more than 7%.

In Japan, long-term government bond yields climbed as the Bank of Japan raised its benchmark interest rate to 0.50% in January and to 0.75% in December.

Bond yields were also pressured higher by late-year concerns that new Prime Minister Sanae Takaichi will pursue aggressive fiscal stimulus funded by debt issuance.

The yen rose marginally versus the dollar.

Emerging markets bonds produced strong positive returns in U.S. dollar terms.

Bonds denominated in local currencies generally outperformed dollar-denominated bonds, as many emerging markets currencies appreciated versus the dollar, boosting returns to U.S. investors.

Beginning on July 1, 2025, assets under management include managed account - model delivery portfolios assets, which had $9.2 billion in assets as of that date, and are reflected in the increase from December 31, 2024.

| Managed account - model delivery assets(5) | | | | | | 9.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9.2 | | |

| Net cash flows | | | | | | (74.9) | | | | | | 12.5 | | | | | | 1.8 | | | | | | 3.7 | | | | | | (56.9) | | |

| Net market appreciation (depreciation) and income(4) | | | | | | 114.5 | | | | | | 11.0 | | | | | | 89.2 | | | | | | 2.0 | | | | | | 216.7 | | |

| Change during the period (net cash flows and market appreciation (depreciation) and income) | | | | | | 39.6 | | | | | | 23.5 | | | | | | 91.0 | | | | | | 5.7 | | | | | | 159.8 | | |

| Assets under management at December 31, 2025 | | | | | | $ | 878.5 | | | | | $ | 211.6 | | | | | $ | 627.0 | | | | | $ | 58.5 | | | | | $ | 1,775.6 | |

*(1)* *Includes assets in which T.

Rowe Price and its affiliates have full discretionary authority and, beginning in 2025, managed account - model delivery assets.*

*(5)* *Amount represents the net assets as of July 1, 2025 and all activity for the second half of 2025 is presented in the lines that follow.*

Financial intermediaries and institutional clients were the main sources of net outflows in 2025.

From a geography perspective, net outflows were predominantly from U.S. clients invested in equity strategies, though all regions experienced net outflows.

We are investing in key capabilities, including investment professionals, distribution professionals, technologies, and new product offerings in order to provide our clients with strong investment management expertise and service.

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.

However, returns to U.S. investors were hurt by a stronger dollar versus major non-U.S. currencies.

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.

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 .

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

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

Corporate bonds rose to a lesser degree.

Mortgage-backed securities performed in line with the broad investment-grade market.

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.

In the emerging markets fixed income universe, dollar-denominated bonds produced gains in U.S. dollar terms, but local currency bonds produced negative returns, as most developing markets currencies declined versus the dollar.

| Assets under management at December 31, 2021 | | | | | | $ | 992.7 | | | | | $ | 175.7 | | | | | $ | 477.7 | | | | | $ | 41.7 | | | | | $ | 1,687.8 | |

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

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

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

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

We provide strategic investment advice solutions for certain portfolios.

These advice solutions, the vast majority of which are overseen by our multi-asset division, may include strategic asset allocation, and in certain portfolios, asset selection and/or tactical asset allocation overlays.

We also offer advice solutions through retail separately managed accounts and separately managed accounts model delivery.

As of December 31, 2024, total assets in these solutions were $557 billion, of which $542 billion are reported in assets under management in the tables above.

INVESTMENT PERFORMANCE(1).

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

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

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

| Fixed Income | | | | | | 48% | | | | | | 52% | | | | | | 55% | | | | | | 63% | | |

| Multi-Asset | | | | | | 63% | | | | | | 63% | | | | | | 69% | | | | | | 82% | | |

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

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

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

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

In order to quantify the sensitivity of our investments to changes in market valuations, we have chosen to use a variant of each [removed: product's] [added: investments] net asset [removed: value] [added: value, if available,] to quantify the equity price risk, as we believe the volatility in each [removed: product's] [added: investments] net asset value best reflects the underlying risk potential as well as the market trends surrounding each of its investment objectives.

The potential future loss of value, before any income tax benefits, of these investments at December 31, [removed: 2024] [added: 2025] was determined by using the lower of each [removed: product’s] [added: investment's] lowest net asset value per share during [removed: 2024] [added: 2025] or its net asset value per share at December 31, [removed: 2024,] [added: 2025,] reduced by 10%.

In considering this presentation, it is important to note that: not all [removed: products] [added: investments] experienced their lowest net asset value per share on the same day; it is likely that the composition of the investment portfolio would be changed if adverse market conditions persisted; and we could experience future losses in excess of those presented below.

| (in millions) | | | Fair value [removed: 12/31/2024] [added: 12/31/2025] | | | | | | Potential lower value | | | | | | Potential loss | | | | | | | | |

| [removed: Investments] [added: Investment] in sponsored products | | | | | | | | | | | | | | | | | | | | | | | |

| Investments in affiliated collateralized loan obligations | | | [removed: 6.3] [added: 3.2] | | | | | | [removed: 5.7] [added: 2.9] | | | | | | [removed: 0.6] [added: 0.3] | | | | | | [removed: 10] [added: 9] | | % |

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

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

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

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

Our most significant exposure relates to the translation of the financial statements of our equity method investment in UTI [removed: ($173.5] [added: ($162.8] million at December 31, [removed: 2024).][added: 2025).]

UTI's financial statements are denominated in Indian rupees [removed: ("INR")] [added: (INR)] and are translated to USD each reporting period.

We had a cumulative translation loss, net of tax, of [removed: $49.5] [added: $57.4] million at December 31, [removed: 2024,] [added: 2025,] related to our investment in UTI.

The majority of our currency translation risk on our consolidated balance sheet at December 31, [removed: 2024,] [added: 2025,] related to cash and non-consolidated investments of [removed: $230.1] [added: $177.6] million that are denominated in foreign currencies.

| Discretionary investments | | | $ | 463.7 | | | | | $ | 417.3 | | | | | $ | 46.4 | | | | | 10 | | % |

| Redeemable seed capital investments | | | 316.1 | | | | | | 273.5 | | | | | | 42.6 | | | | | | 13 | | % |

| Investments used to hedge the deferred compensation liabilities | | | 1,243.3 | | | | | | 1,028.8 | | | | | | 214.5 | | | | | | 17 | | % |

| Total | | | $ | 2,026.3 | | | | | $ | 1,722.5 | | | | | $ | 303.8 | | | | | 15 | | % |

| Redeemable seed capital investments | | | 819.7 | | | | | | 699.5 | | | | | | 120.2 | | | | | | 15 | | % |

| Investments used to hedge the deferred compensation liabilities | | | 74.0 | | | | | | 65.8 | | | | | | 8.2 | | | | | | 11 | | % |

| Total | | | $ | 893.7 | | | | | $ | 765.3 | | | | | $ | 128.4 | | | | | 14 | | % |

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

| Investment partnerships and other investments | | | $ | 154.7 | | | | | $ | 138.4 | | | | | $ | 16.3 | | | | | 11 | | % |

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

| Seed capital not consolidated | | | 262.8 | | | | | | 231.0 | | | | | | 31.8 | | | | | | 12 | | % |

| 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 | | % |

| Investment partnerships and other investments held at fair value | | | $ | 62.6 | | | | | $ | 55.7 | | | | | $ | 6.9 | | | | | 11 | | % |

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

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

Rowe Price [removed: Group", "T.][added: Group, T.]

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

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

[removed: With] [added: As a premier global asset management organization with] more than 85 years of experience, we provide [added: investment solutions and] a broad range of [removed: investment solutions across] equity, fixed income, multi-asset, and [removed: alternative] [added: alternatives] capabilities [removed: for clients around the world— from individuals] to [removed: advisors to institutions to] [added: individuals, advisors, institutions, and] retirement plan sponsors.

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 [removed: non-discretionary] [added: other] advisory [removed: services through model delivery.][added: services.]

Rowe Price [removed: Group, Inc.] [added: Group] corporate holding company structure was established in 2000.

The other sponsored [added: investment] 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., [added: exchange traded funds,] affiliated private investment funds, business development companies, [removed: an interval fund,] and [added: sponsored] collateralized loan obligations.

The investment management industry [removed: has been evolving] [added: continues to evolve] and [removed: industry participants are facing several] [added: face] challenging [removed: trends] [added: trends,] including [removed: passive investments taking] [added: the shift in] market share from traditional active [removed: strategies; continued] [added: strategies to passive products, persistent] downward fee [removed: pressure;] [added: pressure,] demand for [removed: new] [added: lower cost] investment [removed: vehicles to meet client needs;] [added: vehicles,] and an ever-changing regulatory landscape.

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

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

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

- Broaden our reach in the private and alternatives market by leveraging our distribution [removed: channels and] [added: channels,] expanding our investment [removed: capabilities.][added: capabilities, and blending our traditional capabilities with alternatives.]

- Enhance our relationships with clients and renew our individual investor base by investing in our ability to provide exceptional service and unique [removed: offerings.][added: solutions.]

- Attract and retain top talent and enable effective [removed: hybrid] collaboration.

Rowe Price [removed: Investment Management (TRPIM),] [added: International Ltd (TRPIL), and] Oak Hill Advisors [removed: (OHA), and T.][added: (OHA).]

At December 31, [removed: 2024,] [added: 2025,] we had [removed: $1,606.6] [added: $1,775.6] billion in assets under management, an increase of [removed: $162.1] [added: $169.0] billion from the end of [removed: 2023.][added: 2024.]

This increase in assets under management was driven by market appreciation, net of distributions not reinvested, of [removed: $205.3] [added: $216.7] billion, offset by net cash outflows of [removed: $43.2] [added: $56.9] billion.

In [removed: 2024,] [added: 2025,] our target date retirement products experienced net cash inflows of [removed: $16.3] [added: $5.2] billion.

The assets under management in our target date retirement products totaled [removed: $475.6] [added: $561.4] billion at December 31, [removed: 2024,] [added: 2025,] or [removed: 29.6%] [added: 31.6%] of our managed assets at December 31, [removed: 2024,] [added: 2025,] compared to [removed: 28.3%] [added: 29.6%] at the end of [removed: 2023.][added: 2024.]

[removed: ][added: ]

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

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

Unfunded capital commitments of [removed: $16.2] [added: $21.6] billion at December 31, [removed: 2024, $11.6] [added: 2025, $16.2] billion at December 31, [removed: 2023,] [added: 2024,] and [removed: $10.5] [added: $11.6] billion at December 31, [removed: 2022] [added: 2023] are not reflected in AUM above.*

[removed: ][added: ]

Our strategies are designed to meet the varied and changing needs [removed: and objectives] of investors and are delivered across a range of vehicles.

The following tables set forth our broad investment capabilities as of December 31, [removed: 2024.][added: 2025.]

| Growth | | | Core | | | Value | | | Concentrated | | | Integrated [removed: (Quantitative & Fundamental)] [added: (Quantitative, Fundamental, Custom Solutions)] | | | Impact | | | | | |

| *U.S.:* | | | All-Cap, Large-Cap, Mid-Cap, Small-Cap, [removed: Sectors] [added: Sectors, Tax Efficient] | | | Large-Cap, Mid-Cap, [removed: Small-Cap] [added: Small-Cap, Tax Efficient] | | | Large-Cap, Mid-Cap, [removed: Small-Cap] [added: Small-Cap, Tax Efficient] | | | Large-Cap (Value) | | | Large-Cap (Growth & Value, Lower Volatility), Multi-Cap, Small-Cap | | | Large-Cap | | |

| *Global / International:* | | | All-Cap, Large-Cap, Small-Cap, Sectors, [removed: Regional] [added: Regional, Emerging Markets] | | | Large-Cap | | | Large-Cap, [removed: Regional] [added: Regional, Emerging Markets] | | | Large-Cap, Regional | | | Large-Cap (Core) | | | Large-Cap | | |

| | | | Fixed Income | | | | | | | | | | | | | | | [removed: | | |]

| Cash | | | Low Duration | | | High Yield / Bank Loans | | | Government | | | Securitized | | | [removed: Investment Grade Credit] | | | [removed: | | |]

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

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

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

| *U.S.:* | | | [added: Investment Grade, Corporate Income Bond | | |] QM Bond, Core Bond, Core Plus, [added: Dynamic Credit,] Investment Grade Core, Total Return | | | N/O | | | [removed: N/O | | |] High Yield, Intermediate Muni, Intermediate, Long-Term, Short/Intermediate | | | N/O | | |

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

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

[removed: We also use research provided by brokerage firms and security analysts] in a supportive capacity [added: as well as data, analysis,] and [removed: information received] [added: commentary] from private economists, political observers, [removed: commentators,] government experts, and market analysts.

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

- Deliver exceptional outcomes for clients while sustaining our leadership position in retirement.

- Grow and diversify our business through innovative global partnerships.

At the same time, we have developed a broad and ongoing plan to further align our expense growth with our anticipated revenue growth, which will allow us to realign resources and continue investing in existing and future capabilities.

In 2025, we took several steps to execute on this plan, including targeted role eliminations, outsourcing and expanding some of our technology capabilities through trusted vendor partnerships, and the decision to exit certain owned buildings with plans to dispose of the properties in 2026.

The impact of these actions has been recorded as a restructuring charge in the consolidated statements of income and is discussed in Item 7.

These measures also help offset ongoing inflationary pressures on compensation and contractual spending.

Our strategic investments include hiring investment and distribution professionals, adopting new technologies, offering new products, and growing and diversifying our business through innovative global partnerships.

Rowe Price Investment Management (TRPIM), T.

Beginning on July 1, 2025, assets under management include managed account - model delivery portfolios assets, which had $9.2 billion in assets as of that date, and are reflected in the increase from December 31, 2024.

*included.

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

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

We also use external research

The Capital Appreciation Strategy has been closed to new investors since 2014 and represents about 6% of total assets under management at December 31, 2025.

| Interval Funds | | | | | | x | | | | | | | | | | | | | | | x | | |

We provide certain ancillary administrative services to a range of clients, some of whom may engage us solely for these services.

These administrative services are provided by several of our subsidiaries and include mutual fund

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

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

| Regulator | | | | | | T. Rowe Price Entity | | | | | |

| Isle of Man Financial Services Authority | | | | | | \- T. Rowe Price Investment Management | | | | | |

At the same time, we have broadened our offerings to include options that incorporate passive components, giving clients greater choice and flexibility to meet their unique goals.

We empower our associates to achieve their goals and advance their careers by offering comprehensive, tailored learning opportunities that build essential skills and support our business priorities.

Through various development opportunities—including in-person, virtual, and online training, as well as a tuition reimbursement program—we cultivate an environment where associates grow in ways that matter to them.

We also foster leadership and strengthen our firm’s culture through robust mentorship and leadership development programs, with participation in our mentorship programs growing steadily since their formal launch in 2022.

Additionally, associates can access a range of leadership development opportunities, including speaker events and development programs facilitated by industry experts.

The T.

Rowe Price Leadership Academies further support our associates’ growth by building key capabilities aligned with our leadership framework—Lead Outcomes, Lead Change, and Lead People and Culture—ensuring we maximize potential; drive client value; and build an engaged, accountable workforce.

Our commitment to helping associates reach their full potential enables us to achieve a high level of internal mobility, with approximately one-third of open positions filled by current associates.

Our talent acquisition team is continually strengthening our recruitment strategies to ensure we attract highly qualified candidates from diverse backgrounds and with a wide range of perspectives.

We also engage and retain

By sharing our Equal Employment Opportunity (EEO) data and our annual sustainability report publicly, we demonstrate our ongoing commitment to transparency and accountability in our workforce and sustainability initiatives.

We offer robust programs and resources to enrich our associates’ lives.

Our Employee Assistance Program provides access to global mental health apps, access to a well-being platform, and on-site counselors at some U.S. locations.

Additionally, in countries where we are able, we offer an associate relief fund to support associates who are navigating difficult personal situations.

We provide resources and benefits that support associates’ work-life balance to ensure a supportive workplace for all.

In the U.S., the UK, and Canada, we offer associates backup childcare and eldercare, and in the APAC region, a working group provides support for working parents and caregivers.

- Sustain our leadership position in retirement.

Rowe Price International Ltd (TRPIL).

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

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

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

| | | | | | |

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

| Strategy | | | Year closed | | |

| U.S. Small-Cap Core | | | 2013 | | |

| Capital Appreciation | | | 2014 | | |

We provide certain ancillary administrative services to our investment advisory clients.

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”).

| | | | | | | \- Oak Hill Advisors (Europe) | | | | | |

| | | | | | | \- OHA (UK) | | | | | |

| | | | | | | \- Oak Hill Advisors (Hong Kong) | | | | | |

| | | | | | | \- Oak Hill Advisors (Australia) Pty | | | | | |

This

As a result, such products have taken market share from active managers.

To help our clients achieve their long-term investment goals, we help our associates achieve their long-term career goals.

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.

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

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.

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

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

Reflecting this, we offer leadership experiences that include a series of leadership speaker events and access to virtual and in-person leadership development programs led by professors at leading universities and institutions.

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.

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

In addition, we publish our annual sustainability report, which includes transparency into our data, a copy of which can be found on our website at https://www.troweprice.com/corporate/us/en/what-we-do/esg-approach/esg-corporate.html.

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.

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.

Section 13(a) of the Exchange Act, available free of charge in this section of our website as soon as reasonably practicable after they have been filed with the SEC.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the common equity (all voting) held by non-affiliates (excludes executive officers and directors) computed using [removed: $115.31] [added: $96.50] per share (the NASDAQ Official Closing Price on June 30, [removed: 2024,] [added: 2025,] the last business day of the registrant’s most recently completed second fiscal quarter) was [removed: $25.3] [added: $20.9] billion.

The number of shares outstanding of the registrant's common stock as of the latest practicable date, February 11, [removed: 2025,] [added: 2026,] is [removed: 222,634,484.][added: 218,072,901.]

DOCUMENTS INCORPORATED BY REFERENCE: Certain portions of the registrant's Definitive Proxy Statement for the [removed: 2025] [added: 2026] 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: 96.][added: 94.]

| ITEM 1. | | | Business | | | [removed: [2](#ibd8da4d52ee14699af558da18ef29540_13)] [added: [2](#i2496aaef6d6646b28e63160d60f1213f_13)] | | |

| ITEM 1A. | | | [Risk [removed: Factors](#ibd8da4d52ee14699af558da18ef29540_64)] [added: Factors](#i2496aaef6d6646b28e63160d60f1213f_61)] | | | [removed: [12](#ibd8da4d52ee14699af558da18ef29540_64)] [added: [12](#i2496aaef6d6646b28e63160d60f1213f_61)] | | |

| ITEM 1B. | | | [Unresolved Staff [removed: Comments](#ibd8da4d52ee14699af558da18ef29540_67)] [added: Comments](#i2496aaef6d6646b28e63160d60f1213f_64)] | | | [removed: [26](#ibd8da4d52ee14699af558da18ef29540_67)] [added: [26](#i2496aaef6d6646b28e63160d60f1213f_64)] | | |

| ITEM 1C. | | | Cybersecurity | | | [removed: [27](#ibd8da4d52ee14699af558da18ef29540_70)] [added: [26](#i2496aaef6d6646b28e63160d60f1213f_67)] | | |

| ITEM 2. | | | [removed: [Properties](#ibd8da4d52ee14699af558da18ef29540_73)] [added: [Properties](#i2496aaef6d6646b28e63160d60f1213f_70)] | | | [removed: [28](#ibd8da4d52ee14699af558da18ef29540_73)] [added: [27](#i2496aaef6d6646b28e63160d60f1213f_70)] | | |

| ITEM 3. | | | [Legal [removed: Proceedings](#ibd8da4d52ee14699af558da18ef29540_76)] [added: Proceedings](#i2496aaef6d6646b28e63160d60f1213f_73)] | | | [removed: [29](#ibd8da4d52ee14699af558da18ef29540_76)] [added: [28](#i2496aaef6d6646b28e63160d60f1213f_73)] | | |

| ITEM 4. | | | [Mine Safety [removed: Disclosures](#ibd8da4d52ee14699af558da18ef29540_79)] [added: Disclosures](#i2496aaef6d6646b28e63160d60f1213f_76)] | | | [removed: [29](#ibd8da4d52ee14699af558da18ef29540_79)] [added: [28](#i2496aaef6d6646b28e63160d60f1213f_76)] | | |

| | | | Information about our [Executive [removed: Officers](#ibd8da4d52ee14699af558da18ef29540_82)] [added: Officers](#i2496aaef6d6646b28e63160d60f1213f_79)] | | | [removed: [29](#ibd8da4d52ee14699af558da18ef29540_82)] [added: [28](#i2496aaef6d6646b28e63160d60f1213f_79)] | | |

| ITEM 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ibd8da4d52ee14699af558da18ef29540_91)] [added: Securities](#i2496aaef6d6646b28e63160d60f1213f_88)] | | | [removed: [30](#ibd8da4d52ee14699af558da18ef29540_85)] [added: [30](#i2496aaef6d6646b28e63160d60f1213f_82)] | | |

| ITEM 6. | | | Reserved | | | [removed: [30](#ibd8da4d52ee14699af558da18ef29540_94)] [added: [30](#i2496aaef6d6646b28e63160d60f1213f_91)] | | |

| ITEM 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ibd8da4d52ee14699af558da18ef29540_97)] [added: Operations](#i2496aaef6d6646b28e63160d60f1213f_94)] | | | [removed: [31](#ibd8da4d52ee14699af558da18ef29540_97)] [added: [31](#i2496aaef6d6646b28e63160d60f1213f_94)] | | |

| ITEM 7A. | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ibd8da4d52ee14699af558da18ef29540_151)] [added: Risk](#i2496aaef6d6646b28e63160d60f1213f_145)] | | | [removed: [55](#ibd8da4d52ee14699af558da18ef29540_151)] [added: [55](#i2496aaef6d6646b28e63160d60f1213f_145)] | | |

| ITEM 8. | | | [Financial [removed: Statements](#ibd8da4d52ee14699af558da18ef29540_154)] [added: Statements](#i2496aaef6d6646b28e63160d60f1213f_148)] | | | [removed: [57](#ibd8da4d52ee14699af558da18ef29540_154)] [added: [57](#i2496aaef6d6646b28e63160d60f1213f_148)] | | |

| ITEM 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ibd8da4d52ee14699af558da18ef29540_244)] [added: Disclosure](#i2496aaef6d6646b28e63160d60f1213f_241)] | | | [removed: [92](#ibd8da4d52ee14699af558da18ef29540_244)] [added: [91](#i2496aaef6d6646b28e63160d60f1213f_241)] | | |

| ITEM 9A. | | | Controls and Procedures | | | [removed: [92](#ibd8da4d52ee14699af558da18ef29540_247)] [added: [91](#i2496aaef6d6646b28e63160d60f1213f_244)] | | |

| ITEM 9B. | | | Other Information | | | [removed: [92](#ibd8da4d52ee14699af558da18ef29540_250)] [added: [91](#i2496aaef6d6646b28e63160d60f1213f_247)] | | |

| ITEM 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [92](#ibd8da4d52ee14699af558da18ef29540_250)] [added: [91](#i2496aaef6d6646b28e63160d60f1213f_247)] | | |

| ITEM 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ibd8da4d52ee14699af558da18ef29540_265)] [added: Governance](#i2496aaef6d6646b28e63160d60f1213f_262)] | | | [removed: [96](#ibd8da4d52ee14699af558da18ef29540_265)] [added: [95](#i2496aaef6d6646b28e63160d60f1213f_262)] | | |

| ITEM 11. | | | [Executive [removed: Compensation](#ibd8da4d52ee14699af558da18ef29540_268)] [added: Compensation](#i2496aaef6d6646b28e63160d60f1213f_265)] | | | [removed: [96](#ibd8da4d52ee14699af558da18ef29540_268)] [added: [95](#i2496aaef6d6646b28e63160d60f1213f_265)] | | |

| ITEM 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ibd8da4d52ee14699af558da18ef29540_271)] [added: Matters](#i2496aaef6d6646b28e63160d60f1213f_268)] | | | [removed: [96](#ibd8da4d52ee14699af558da18ef29540_271)] [added: [95](#i2496aaef6d6646b28e63160d60f1213f_268)] | | |

| ITEM 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ibd8da4d52ee14699af558da18ef29540_274)] [added: Independence](#i2496aaef6d6646b28e63160d60f1213f_271)] | | | [removed: [96](#ibd8da4d52ee14699af558da18ef29540_274)] [added: [95](#i2496aaef6d6646b28e63160d60f1213f_271)] | | |

| ITEM 14. | | | [Principal Accountant Fees and [removed: Services](#ibd8da4d52ee14699af558da18ef29540_277)] [added: Services](#i2496aaef6d6646b28e63160d60f1213f_274)] | | | [removed: [96](#ibd8da4d52ee14699af558da18ef29540_277)] [added: [95](#i2496aaef6d6646b28e63160d60f1213f_274)] | | |

| ITEM 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ibd8da4d52ee14699af558da18ef29540_283)] [added: Schedules](#i2496aaef6d6646b28e63160d60f1213f_280)] | | | [removed: [96](#ibd8da4d52ee14699af558da18ef29540_283)] [added: [95](#i2496aaef6d6646b28e63160d60f1213f_280)] | | |

| ITEM 16. | | | Form 10-K Summary | | | [removed: [100](#ibd8da4d52ee14699af558da18ef29540_286)] [added: [98](#i2496aaef6d6646b28e63160d60f1213f_283)] | | |

| | | | [PART I](#i2496aaef6d6646b28e63160d60f1213f_10) | | | [2](#i2496aaef6d6646b28e63160d60f1213f_10) | | |

| | | | [PART II](#i2496aaef6d6646b28e63160d60f1213f_82) | | | [30](#i2496aaef6d6646b28e63160d60f1213f_82) | | |

| | | | [PART III](#i2496aaef6d6646b28e63160d60f1213f_259) | | | [95](#i2496aaef6d6646b28e63160d60f1213f_259) | | |

| | | | [PART IV](#i2496aaef6d6646b28e63160d60f1213f_277) | | | [95](#i2496aaef6d6646b28e63160d60f1213f_277) | | |

| [SIGNATURES](#i2496aaef6d6646b28e63160d60f1213f_286) | | | | | | [99](#i2496aaef6d6646b28e63160d60f1213f_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) | | |

Page 26

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

The CEO has delegated to our Chief [removed: Operating] [added: Technology] Officer [removed: (COO)] [added: (CTO)] oversight of this operational execution.

The [removed: COO] [added: CTO] has several leaders within the [removed: COO] [added: Technology] organization who develop and oversee the firm’s risk management, technology, and information security practices.

The Enterprise Risk team provides guidance and support in identifying, assessing, and monitoring all aspects of [removed: risks] [added: risk] from cybersecurity threats.

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

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

Page [removed: 27][added: 26]

[removed: Although no cybersecurity incident during] [added: During] the year ended December 31, [removed: 2024,] [added: 2025, no cybersecurity incident] resulted in an interruption of our operations, known losses of critical data, nor a material impact on the firm’s strategy, financial condition or results of [removed: operations.][added: operations; however the scope and impact of any future incident cannot be predicted.]

The firm has a unified Technology, Data, and Operations (TDO) organization to enhance alignment, efficiency, and innovation across global business functions.

Under this TDO model, technology, data, and operational capabilities have been integrated to drive modernization, accelerate execution, and strengthen collaboration across the enterprise.

focused on raising awareness, highlighting the important role our employees play in protecting the firm from cybersecurity threats.

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

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

Information concerning our anticipated capital expenditures in [removed: 2025] [added: 2026] 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: 2024,] [added: 2025,] is set forth in Note 7 to our audited consolidated financial statements in Item 8.

Page [removed: 28][added: 27]

We have offices in 17 markets around the world, including the U.S. Our new corporate headquarters, which we moved to in early 2025, is located in the Harbor Point area of Baltimore, Maryland, in approximately 550,000 square feet of leased office space.

In 2025, we made the decision to exit two of the seven buildings in Owings Mills, which will reduce our occupied space to 708,000 square feet, and and about 290,000 square feet in Colorado Springs.

Our corporate headquarters occupies 446,000 square feet of space under lease at 100 East Pratt Street in Baltimore, Maryland.

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

We will vacate the space at 100 East Pratt Street once the new headquarters is fully completed, which is expected in early 2025.

We have offices in 17 markets around the world, including the U.S.

The following information includes the names, ages, and positions of our executive officers as of February [removed: 14, 2025.][added: 13, 2026.]

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

Sharps [removed: (53),] [added: (54),] 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.

Dardis [removed: (51),] [added: (52),] 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: (63),] [added: (64),] Chief Executive Officer of OHA, a Director and Vice President since 2021.

Arif Husain [removed: (52),] [added: (53),] 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: (62),] [added: (63),] Head of T.

[removed: Josh] Nelson [removed: (47),] [added: (48),] Head of Global Equity since 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: (57),] [added: (58),] General Counsel since 2020, Corporate Secretary since 2012, and a Vice President since 2001.

Sebastien Page [removed: (48),] [added: (49),] Head of Global Multi-Asset and a Vice President since 2015 and Chief Investment Officer since 2022.

Sawyer [removed: (57),] [added: (58),] 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: (53),] [added: (54),] Head of Global Investments and Chief Investment Officer since 2024.

Hiebler [removed: (49),] [added: (50),] Principal Accounting Officer since 2010, [added: Corporate] Controller since 2020 and a Vice President since 2009.

Josh B.

Page 28

Kimberly H.

Johnson (52), Chief Operating Officer since 2022, and a Vice President since 2022.

Prior to joining T.

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

The following table presents repurchase activity during the fourth quarter of [removed: 2024.][added: 2025.]

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

| Authorization dates | | | | | | [removed: 12/31/2023] [added: 12/31/2024] | | | | | | [removed: Additional shares authorized] | | | | | | Total number of shares purchased | | | | | | Maximum number of shares that may yet be purchased at [removed: 12/31/2024] [added: 12/31/2025] | | |

| March 2020 | | | | | | [removed: 6,348,517] [added: 3,377,353] | | | | | | [removed: —] | | | | | | [removed: (2,971,164)] [added: (3,377,353)] | | | | | | [removed: 3,377,353] [added: —] | | |

| December 2024 | | | | | | [removed: —] [added: 15,000,000] | | | | | | [removed: 15,000,000] | | | | | | [removed: —] [added: (2,798,154)] | | | | | | [removed: 15,000,000] [added: 12,201,846] | | |

We have [removed: 878] [added: 823] stockholders of record and approximately [removed: 480,000] [added: 502,000] 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: 6%] [added: 5%] of our outstanding stock and outstanding vested stock options at December 31, [removed: 2024.][added: 2025.]

| 2025 | | | $ | 1.27 | | | | | $ | 1.27 | | | | | $ | 1.27 | | | | | $ | 1.27 | |

| October | | | | | | 489,730 | | | | | | $ | 104.03 | | | | | 489,730 | | | | | | 13,078,647 | | |

| November | | | | | | 456,981 | | | | | | $ | 101.11 | | | | | 456,981 | | | | | | 12,621,666 | | |

| December | | | | | | 419,820 | | | | | | $ | 104.06 | | | | | 419,820 | | | | | | 12,201,846 | | |

| Total | | | | | | 1,366,531 | | | | | | $ | 103.06 | | | | | 1,366,531 | | | | | | | | |

Of the total number of shares purchased during the fourth quarter of 2025, all were part of a publicly announced program.

| | | | | | | 18,377,353 | | | | | | | | | | | | (6,175,507) | | | | | | 12,201,846 | | |

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

| 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 | | | | | | | | |

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

The share repurchase program does not have an expiration date.

Of the total number of shares purchased during the fourth quarter of 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.

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

| Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | [removed: [58](#ibd8da4d52ee14699af558da18ef29540_157)] [added: [58](#i2496aaef6d6646b28e63160d60f1213f_151)] | | |

| Consolidated Statements of Income for each of the years in the three-year period ended December 31, [removed: 2024] [added: 2025] | | | [removed: [59](#ibd8da4d52ee14699af558da18ef29540_160)] [added: [59](#i2496aaef6d6646b28e63160d60f1213f_154)] | | |

| Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended December 31, [removed: 2024] [added: 2025] | | | [removed: [60](#ibd8da4d52ee14699af558da18ef29540_163)] [added: [60](#i2496aaef6d6646b28e63160d60f1213f_157)] | | |

| Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, [removed: 2024] [added: 2025] | | | [removed: [61](#ibd8da4d52ee14699af558da18ef29540_166)] [added: [61](#i2496aaef6d6646b28e63160d60f1213f_160)] | | |

| Consolidated Statements of Stockholders' Equity for each of the years in the three-year period ended December 31, [removed: 2024] [added: 2025] | | | [removed: [62](#ibd8da4d52ee14699af558da18ef29540_169)] [added: [62](#i2496aaef6d6646b28e63160d60f1213f_163)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ibd8da4d52ee14699af558da18ef29540_172)] [added: Statements](#i2496aaef6d6646b28e63160d60f1213f_166)] | | | [removed: [64](#ibd8da4d52ee14699af558da18ef29540_172)] [added: [64](#i2496aaef6d6646b28e63160d60f1213f_166)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ibd8da4d52ee14699af558da18ef29540_241)] [added: Firm](#i2496aaef6d6646b28e63160d60f1213f_238)] (KPMG LLP, Baltimore, MD, Auditor ID: 185) | | | [removed: [90](#ibd8da4d52ee14699af558da18ef29540_241)] [added: [89](#i2496aaef6d6646b28e63160d60f1213f_238)] | | |

| | | | [removed: 12/31/2024] | | | | | | [removed: 12/31/2023] | | | [added: | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |]

| Cash and cash equivalents | | | $ | [removed: 2,649.8] [added: 3,378.2] | | | | | $ | [removed: 2,066.6] [added: 2,649.8] | |

| Accounts receivable and accrued revenue | | | [removed: 877.4] [added: 931.2] | | | | | | [removed: 807.9] [added: 877.4] | | |

| Investments | | | [removed: 3,000.5] [added: 3,325.2] | | | | | | [removed: 2,554.7] [added: 3,000.5] | | |

| Assets of consolidated investment products [removed: ($1,555.6] [added: ($1,596.1] million at December 31, [removed: 2024] [added: 2025] and [removed: $1,204.4] [added: $1,555.6] million at December 31, [removed: 2023,] [added: 2024,] related to variable interest entities) | | | [removed: 2,044.0] [added: 1,951.0] | | | | | | [removed: 1,959.3] [added: 2,044.0] | | |

| Operating lease assets | | | [removed: 226.8] [added: 382.9] | | | | | | [removed: 241.1] [added: 226.8] | | |

| Property, equipment and software, net | | | [removed: 977.0] [added: 845.3] | | | | | | [removed: 806.6] [added: 977.0] | | |

| Intangible [removed: assets] [added: assets, net] | | | [removed: 368.1] [added: 274.2] | | | | | | [removed: 507.3] [added: 368.1] | | |

| Other assets | | | [removed: 685.6] [added: 611.0] | | | | | | [removed: 692.5] [added: 685.6] | | |

| Total assets | | | $ | [removed: 13,472.0] [added: 14,341.8] | | | | | $ | [removed: 12,278.8] [added: 13,472.0] | |

| Accounts payable and accrued expenses | | | $ | [removed: 353.5] [added: 352.7] | | | | | $ | [removed: 422.9] [added: 353.5] | |

| Liabilities of consolidated investment products [removed: ($46.2] [added: ($14.2] million at December 31, [removed: 2024] [added: 2025] and [removed: $35.2] [added: $46.2] million at December 31, [removed: 2023,] [added: 2024,] related to variable interest entities) | | | [removed: 62.1] [added: 21.3] | | | | | | [removed: 54.2] [added: 62.1] | | |

| Operating lease liabilities | | | [removed: 278.7] [added: 447.2] | | | | | | [removed: 308.5] [added: 278.7] | | |

| Accrued compensation and related costs | | | [removed: 219.8] [added: 235.7] | | | | | | [removed: 240.8] [added: 219.8] | | |

| Deferred compensation liabilities | | | [removed: 1,020.7] [added: 1,176.8] | | | | | | [removed: 895.0] [added: 1,020.7] | | |

| Income taxes payable | | | [removed: 87.1] [added: 54.9] | | | | | | [removed: 66.2] [added: 87.1] | | |

| Total liabilities | | | [removed: 2,021.9] [added: 2,288.6] | | | | | | [removed: 1,987.6] [added: 2,021.9] | | |

| Redeemable non-controlling interests | | | [removed: 944.0] [added: 1,036.0] | | | | | | [removed: 594.1] [added: 944.0] | | |

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

| Common stock, $0.20 par [removed: value—authorized] [added: value — authorized] 750,000,000; issued [removed: 222,966,000] [added: 218,565,000] shares at December 31, [removed: 2024] [added: 2025] and [removed: 223,938,000] [added: 222,966,000] at December 31, [removed: 2023] [added: 2024] | | | [removed: 44.6] [added: 43.8] | | | | | | [removed: 44.8] [added: 44.6] | | |

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

| Retained earnings | | | [removed: 10,040.6] [added: 10,866.8] | | | | | | [removed: 9,076.1] [added: 10,040.6] | | |

| Accumulated other comprehensive loss | | | [removed: (51.7)] [added: (50.5)] | | | | | | [removed: (47.5)] [added: (51.7)] | | |

| Total stockholders' equity attributable to T. Rowe Price [removed: Group, Inc.] [added: Group] | | | [removed: 10,345.4] [added: 10,860.1] | | | | | | [removed: 9,505.1] [added: 10,345.4] | | |

| Non-controlling interests in consolidated entities | | | [removed: 160.7] [added: 157.1] | | | | | | [removed: 192.0] [added: 160.7] | | |

| Total permanent stockholders' equity | | | [removed: 10,506.1] [added: 11,017.2] | | | | | | [removed: 9,697.1] [added: 10,506.1] | | |

| Total liabilities, redeemable non-controlling [removed: interests] [added: interests,] and permanent [removed: stockholders’] [added: stockholders'] equity | | | $ | [removed: 13,472.0] [added: 14,341.8] | | | | | $ | [removed: 12,278.8] [added: 13,472.0] | |

The accompanying notes [removed: to consolidated financial statements] are an integral part of these statements.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenues | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Investment advisory fees | | | [added: | | | | | | | | | | | |] $ | [removed: 6,399.7] [added: 6,602.3] | | | | | $ | [removed: 5,709.5] [added: 6,399.7] | | | | | $ | [removed: 5,962.7] [added: 5,709.5] | |

| Performance-based advisory fees | | | [removed: 59.3] | | | | | | [removed: 38.2] | | | | | | [removed: 6.4] [added: 37.4] | | | [added: | | | 59.3 | | | | | | 38.2 | | |]

| Capital allocation-based income | | | [removed: 46.6] | | | | | | [removed: 161.9] | | | | | | [removed: (54.3)] [added: 81.2] | | | [added: | | | 46.6 | | | | | | 161.9 | | |]

| | | | 12/31/2025 | | | | | | 12/31/2024 | | |

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| Restructuring charge | | | | | | | | | | | | | | | 177.3 | | | | | | — | | | | | | — | | |

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The accompanying notes are an integral part of these statements.

The accompanying notes are an integral part of these statements.

| Net income | | | $ | 2,208.3 | | | | | $ | 2,135.8 | | | | | $ | 1,835.7 | |

The accompanying notes are an integral part of these statements.

| Restricted stock units issued as dividend equivalents | | | — | | | | | | — | | | | | | 0.4 | | | | | | (0.4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

The accompanying notes are an integral part of these statements.

| | | | Common shares outstanding | | | | | | Common stock | | | | | | Additional capital in excess of par value | | | | | | Retained earnings | | | | | | AOCI(1) | | | | | | Total stockholders’ equity attributable to T. Rowe Price Group | | | | | | Non-controlling interests in consolidated entities | | | | | | Total permanent stockholders' equity | | | | | | Redeemable non-controlling interests | | |

| 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 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 2,087.1 | | | | | | — | | | | | | 2,087.1 | | | | | | 30.8 | | | | | | 2,117.9 | | | | | | 121.2 | | |

| Net shares issued upon vesting of restricted stock units | | | 1,279 | | | | | | 0.3 | | | | | | (54.2) | | | | | | — | | | | | | — | | | | | | (53.9) | | | | | | — | | | | | | (53.9) | | | | | | — | | |

| Common shares repurchased | | | (6,175) | | | | | | (1.2) | | | | | | (506.4) | | | | | | (117.0) | | | | | | — | | | | | | (624.6) | | | | | | — | | | | | | (624.6) | | | | | | — | | |

| Net subscriptions into T. Rowe Price investment products | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 556.0 | | |

| Balances at December 31, 2025 | | | 218,565 | | | | | | $ | 43.8 | | | | | $ | — | | | | | $ | 10,866.8 | | | | | $ | (50.5) | | | | | $ | 10,860.1 | | | | | $ | 157.1 | | | | | $ | 11,017.2 | | | | | $ | 1,036.0 | |

*(1)* *Accumulated other comprehensive income*

The accompanying notes are an integral part of these statements.

RECENTLY ADOPTED ACCOUNTING GUIDANCE AND TAX REGULATION.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S. The OBBBA contains significant changes and modifications to federal and international tax provisions including 100% bonus depreciation and domestic research cost expensing.

We adopted the standard retrospectively and have updated prior‑period disclosures accordingly.

The new required disclosures for all years presented are included in Note 10 – Income Taxes.

We are currently evaluating the impact the adoption will have on our financial statements and have not yet determined our transition approach.

In September 2025, the FASB issued Accounting Standards Update No. 2025-06 - *Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software*, which amends the existing internal-use software guidance.

The amendment eliminates the project stage model and clarifies that capitalization of internal-use software costs commences when management has authorized and committed funding for the project and it is probable that software will be completed and used for its intended function.

The amendment allows for varying transition approaches and is effective for the firm on January 1, 2028, with early adoption permitted.

We also have investments in securities that are held in separately managed accounts and are each valued using quoted market prices and other observable market inputs when available.

Additionally, the basis difference arising between the carrying value and fair market value of these investments upon acquisition is included in the carrying value and amortized on a straight‑line basis over each funds’ estimated useful life.

This amortization reduces both the investment balance and capital allocation-based income in the consolidated statements of income.

of these services.

The distribution services are not separately identifiable from shareholder servicing promises in the agreements and, therefore, are not distinct.

These awards have a three-year performance period followed by a two-year time-based requirement for those units that are retained.

Vesting of restricted fund units is based on the

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

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

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

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

| Restricted shares withheld for taxes, net of shares issued | | | 7 | | | | | | — | | | | | | (0.3) | | | | | | — | | | | | | — | | | | | | (0.3) | | | | | | — | | | | | | (0.3) | | | | | | — | | |

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.

U.S. INFLATION REDUCTION LEGISLATION.

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

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

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

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

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

20

asset below its carrying value.

services that considers yield or price of investments of comparable quality, coupon, maturity, and type.

Administrative fees

The fees for performing these services are earned based on a per participant fee and represent variable consideration.

The fees are generally constrained and are recognized as revenue when costs are incurred to perform the services.

Other administrative service agreements for participant recordkeeping and transfer agent services for defined contribution retirement plans; brokerage services, and trust services generally have one performance obligation as the promised services in each agreement are not separately identifiable from other performance obligations in the contract and, therefore, are not distinct.

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

The number of restricted stock units retained is also subject to similar time-based vesting requirements as the other restricted stock units described above.

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.

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

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

Additionally, during 2024 and 2023, certain investment products that were being accounted for as either equity method or fair value investments were consolidated, as we regained a controlling interest.

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

This debt is carried at $59.1 million at December 31, 2024 and $89.4 million at December 31, 2023, and is reported in accounts payable and accrued expenses in our consolidated balance sheets.

The debt included no outstanding note facilities at December 31, 2024, compared to $17.1 million at December 31, 2023, that are collateralized by first priority security interests in the assets of a consolidated subsidiary that is party to the notes.

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

These defined revenue

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

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: 2024.][added: 2025.]

Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] and has concluded that there was no change during the fourth quarter of [removed: 2024] [added: 2025] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management has evaluated the effectiveness of internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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: 2024.][added: 2025.]

KPMG has also expressed an unqualified opinion on the effective operation of our internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Rowe Price Group, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related notes (collectively, the consolidated financial statements), and our report dated February [removed: 14, 2025] [added: 13, 2026] expressed an unqualified opinion on those consolidated financial statements.

Page [removed: 95][added: 91]

February 13, 2026

February 13, 2026

February 14, 2025

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: 2024] [added: 2025] for the [removed: 2025] [added: 2026] 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: 2024] [added: 2025] for the [removed: 2025] [added: 2026] 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: 2024] [added: 2025] for the [removed: 2025] [added: 2026] 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: 2024] [added: 2025] for the [removed: 2025] [added: 2026] 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: 2024] [added: 2025] for the [removed: 2025] [added: 2026] Annual Meeting of our stockholders.

| | | | 10.03 | | | | | | [Transfer Agency and Service Agreement as of January 1, [removed: 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] [added: 2024, between] T. Rowe Price Services, Inc. and the T. Rowe Price Funds.](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a1003_2024trpstransferag.htm) | | |

| | | | [removed: 10.10.2] [added: 10.14.1] | | | * | | | [removed: [Forms] [added: [Form] of [removed: agreement for restricted stock units] [added: Notice of Grant of Restricted Stock Units Award] issued under the [removed: 2012 Long-term] [added: T. Rowe Price Group, Inc. 2020 Long-Term] Incentive Plan. (Incorporated by reference from Form [removed: 10-Q Report for the quarterly period ended June 30, 2012] [added: 10-K] filed on [removed: July 25, 2012.)](https://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10183.htm)] [added: February 11, 2021.)](https://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102112020ltipgrantnotice.htm)] | | |

| | | | [removed: 10.10.6] [added: 10.15.1] | | | * | | | [Form of [removed: Statement] [added: Notice] of [removed: Additional Terms Regarding Awards] [added: Grant] of [added: Performance-Based] Restricted Stock Units [removed: (Version 3A)] [added: Award] issued [removed: on or after December 6, 2017] under the T. Rowe Price Group, Inc. [removed: 2012] [added: 2020] Long-Term Incentive Plan. (Incorporated by reference from Form [removed: 8-K Current Report] [added: 10-K] filed on [removed: December 12, 2017.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_101xstmtofaddtlter.htm)] [added: February 11, 2021.)](https://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102212020ltiperformance.htm)] | | |

| | | | [removed: 10.10.7] [added: 10.14.2] | | | * | | | [Form of [removed: Statement] [added: Notice] of [removed: Additional Terms Regarding Awards] [added: Grant] of Restricted Stock Units [removed: (Version 3B)] [added: Award (with supplemental vesting)] issued [removed: on or after December 6, 2017] under the T. Rowe Price Group, Inc. [removed: 2012] [added: 2020] Long-Term Incentive Plan. (Incorporated by reference from Form [removed: 8-K Current Report] [added: 10-K] filed on [removed: December 12, 2017.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_102xstmtaddtlterms.htm)] [added: February 11, 2021.)](https://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102122020annualltigrant.htm)] | | |

| | | | [removed: 10.10.10] [added: 10.15.2] | | | * | | | [Form of Notice of Grant of [added: Performance-Based] Restricted Stock Units Award [added: (with supplemental vesting)] issued [removed: on or after December 6, 2017] under the T. Rowe Price Group, Inc. [removed: 2012] [added: 2020] Long-Term Incentive Plan. (Incorporated by reference from Form [removed: 8-K Current Report] [added: 10-K] filed on [removed: December 12, 2017.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit105.htm)] [added: February 11, 2021.)](https://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102222020performancersu.htm)] | | |

| | | | [removed: 10.10.13] [added: 10.12] | | | * | | | [removed: [Form of Notice of Grant of Restricted Stock Units Award issued under the T.] [added: [T.] Rowe Price Group, Inc. [removed: 2012 Long-Term] [added: 2019 Annual] Incentive [added: Compensation] Plan [added: for Executive Officers.] (Incorporated by reference from Form [removed: 10-K Annual] [added: 8-K Current] Report filed on February 13, [removed: 2020.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316920000008/exhibit101814noticeofg.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: 10.10.14] [added: 10.09] | | | * | | | [Supplemental Savings Plan, amended and restated as of July 28, 2020](https://www.sec.gov/Archives/edgar/data/1113169/000111316923000032/trowepricesupplementalsa.htm) [(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: 10.11] [added: 10.10] | | | * | | | [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: 10.12] [added: 10.11] | | | * | | | [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, 2017.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316917000029/exhibit993statementofaddtion.htm) | | |

| | | | [removed: 10.13] [added: 10.22] | | | * | | | [T. Rowe Price Group, Inc. [removed: 2019 Annual Incentive Compensation Plan for Executive Officers.] [added: Mutual Fund Unit Plan.] (Incorporated by reference from Form 8-K Current Report filed on [removed: February 13, 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)] [added: December 2, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a101mfuplan-final.htm)] | | |

| | | | [removed: 10.14] [added: 10.13] | | | * | | | [2020 Long-Term Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm) [(Amended] [added: Plan (Amended] and Restated July 30, [removed: 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] [added: 2024) (Incorporated] by reference [removed: 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)] [added: from Form 10-Q filed on November 1, 2024.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000030/ex101_2020long-termincen.htm)] | | |

| | | | [removed: 10.17] [added: 10.16] | | | | | | [Transaction Agreement dated October 28, 2021, between T. Rowe Price Group, Inc., Oak Hill Advisors, L.P., and the holders of equity interests in OHA. (Incorporated by reference from Form 10-K filed on February 24, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1023transactionagreemen.htm) | | |

| | | | [removed: 10.18] [added: 10.17] | | | * | | | [Employment Agreement as of October 28, 2021, between T. Rowe Price Group, Inc. and Glenn R. August. (Incorporated by reference from Form 10-K filed on February 24, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1024-employmentagreemen.htm) | | |

| | | | [removed: 10.19.1] [added: 10.18] | | | | | | [Form of Lock Up Agreement as of October 28, 2021, between T. Rowe Price Group, Inc. and each of Glenn R. August, William H. Bohnsack, Jr., Adam B. Kertzner and Alan Schrager. (Incorporated by reference from Form 10-K filed on February 24, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh10251formoflockupagreem.htm) | | |

| | | | [removed: 10.19.2] [added: 10.19] | | | [added: *] | | | [removed: [Form of Lock Up] [added: [Value Creation] Agreement as of [removed: October 28, 2021,] [added: December 29, 2021] between T. Rowe Price Group, Inc. and [removed: the other holders] [added: each] of [removed: equity interests in OHA.] [added: Glenn R. August, William H. Bohnsack, Jr., Adam B. Kertzner and Alan Schrager.] (Incorporated by reference from Form 10-K filed on February 24, [removed: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh10252formoflockupagreem.htm)] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1026valuecreationagreem.htm)] | | |

Page [removed: 98][added: 95]

| | | | [removed: 10.21] [added: 10.20] | | | | | | [T. Rowe Price, Inc. 1986 Employee Stock Purchase Plan](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1027employeestockpurcha.htm), r[estated as of May 9, 2023, as amended. (Incorporated by reference from Form S-8 registration statement filed on August 2, 2023.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316923000032/trow-formsx8_august2023.htm) | | |

| | | | [removed: 10.22] [added: 10.21] | | | * | | | [removed: [Employment Agreement as] [added: [Summary] of [removed: December 31, 2020, between T. Rowe Price International Limited and Justin Thomson.] [added: OHA Compensation Program.] (Incorporated by reference from Form 10-K filed on February 24, [removed: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1028thomsonemploymentle.htm)] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1029summaryofcompensati.htm)] | | |

| | | | [removed: 10.23] [added: 97.2] | | | * | | | [removed: [Summary] [added: [Policy for Recoupment] of [removed: OHA] [added: Incentive] Compensation [removed: Program.] (Incorporated by reference from Form 10-K filed on February [removed: 24, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1029summaryofcompensati.htm)] [added: 16, 2024.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316924000007/trow-ex972_q42023x10k.htm)] | | |

| | | | [removed: 10.24] [added: 10.27] | | | * | | | [removed: [T. Rowe Price Group, Inc. Mutual Fund Unit Plan.] [added: [Form of Notice of Grant--U.S. No Notice Period] (Incorporated by reference from Form 8-K Current Report filed on December 2, [removed: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a101mfuplan-final.htm)] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a106ltip-noticeofgrantwith.htm)] | | |

| | | | 10.25 | | | * | | | [Form of Notice of Grant--U.S. [removed: 6-Month] [added: 3-Month] Notice Period--Material Risk Taker (Incorporated by reference from Form 8-K Current Report filed on December 2, [removed: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a102ltip-noticeofgrantwith.htm)] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a104ltip-noticeofgrantwith.htm)] | | |

| | | | 10.26 | | | * | | | [Form of Notice of Grant--U.S. [removed: 6-Month] [added: 3-Month] Notice Period--Non-Material Risk Taker (Incorporated by reference from Form 8-K Current Report filed on December 2, [removed: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a103ltip-noticeofgrantwith.htm)] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a105ltip-noticeofgrantwith.htm)] | | |

| | | | [removed: 10.27] [added: 10.23] | | | * | | | [Form of Notice of Grant--U.S. [removed: 3-Month] [added: 6-Month] Notice Period--Material Risk Taker (Incorporated by reference from Form 8-K Current Report filed on December 2, [removed: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a104ltip-noticeofgrantwith.htm)] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a102ltip-noticeofgrantwith.htm)] | | |

| | | | [removed: 10.28] [added: 10.24] | | | * | | | [Form of Notice of Grant--U.S. [removed: 3-Month] [added: 6-Month] Notice Period--Non-Material Risk Taker (Incorporated by reference from Form 8-K Current Report filed on December 2, [removed: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a105ltip-noticeofgrantwith.htm)] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a103ltip-noticeofgrantwith.htm)] | | |

| | | | 10.29 | | | * | | | [Form of Notice of [removed: Grant--U.S. No Notice Period] [added: Grant--Non-U.S.--Non-Material Risk Taker] (Incorporated by reference from Form 8-K Current Report filed on December 2, [removed: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a106ltip-noticeofgrantwith.htm)] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a108ltip-noticeofgrantousn.htm)] | | |

| | | | [removed: 10.30] [added: 10.28] | | | * | | | [Form of Notice of Grant--Non-U.S.--Material Risk Taker (Incorporated by reference from Form 8-K Current Report filed on December 2, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a107ltip-noticeofgrantousm.htm) | | |

| | | | 10.31 | | | * | | | [Form of Notice of [removed: Grant--Non-U.S.--Non-Material] [added: Grant for Performance Based Awards--U.S.--Non-Material] Risk Taker (Incorporated by reference from Form 8-K Current Report filed on December 2, [removed: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a108ltip-noticeofgrantousn.htm)] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1010ltip-noticeofgrantper.htm)] | | |

| | | | [removed: 10.32] [added: 10.30] | | | * | | | [Form of Notice of Grant for Performance Based Awards--U.S.--Material Risk Taker (Incorporated by reference from Form 8-K Current Report filed on December 2, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a109ltip-noticeofgrantperf.htm) | | |

| | | | 10.33 | | | * | | | [Form of Notice of Grant for Performance Based [removed: Awards--U.S.--Non-Material] [added: Awards--Non-U.S.--Non-Material] Risk Taker (Incorporated by reference from Form 8-K Current Report filed on December 2, [removed: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1010ltip-noticeofgrantper.htm)] [added: 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1012ltip-noticeofgrantper.htm)] | | |

| | | | [removed: 10.34] [added: 10.32] | | | * | | | [Form of Notice of Grant for Performance Based Awards--Non-U.S.--Material Risk Taker (Incorporated by reference from Form 8-K Current Report filed on December 2, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1011ltip-noticeofgrantper.htm) | | |

| | | | [removed: 10.35] [added: 10.34.3] | | | * | | | [Form of Notice of Grant for [removed: Performance Based Awards--Non-U.S.--Non-Material] [added: Restricted Fund Unit Awards Non-U.S.-Material] Risk [removed: Taker] [added: Taker.] (Incorporated by reference from Form [removed: 8-K Current Report] [added: 10-K] filed on [removed: December 2, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000027/a1012ltip-noticeofgrantper.htm)] [added: February 14, 2025.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10363ltip-noticeofrfugr.htm)] | | |

| | | | [removed: 10.36.1] [added: 10.34.1] | | | * | | | [Form of Notice of Grant for Restricted Fund Unit Awards [removed: U.S.](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10361ltip-noticeofgrant.htm)] [added: U.S. (Incorporated by reference from Form 10-K filed on February 14, 2025.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10361ltip-noticeofgrant.htm)] | | |

| | | | [removed: 10.36.2] [added: 10.34.2] | | | * | | | [Form of Notice of Grant for Restricted Fund Unit [removed: Awards](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10362ltip-noticeofgrant.htm)[\--Non-Material] [added: Awards--Non-Material] Risk [removed: Taker](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10362ltip-noticeofgrant.htm)[.](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10362ltip-noticeofgrant.htm)] [added: Taker. (Incorporated by reference from Form 10-K filed on February 14, 2025.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10362ltip-noticeofgrant.htm)] | | |

| | | | [removed: 10.36.3] [added: 10.34.5] | | | * | | | [Form of Notice of Grant for Restricted Fund Unit [removed: Awards](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10363ltip-noticeofrfugr.htm) [Non-U.S.-](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10363ltip-noticeofrfugr.htm)[Material] [added: Awards US Non-Material] Risk [removed: Taker](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10363ltip-noticeofrfugr.htm)[.](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10363ltip-noticeofrfugr.htm)[](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10363ltip-noticeofrfugr.htm)] [added: Taker.(Incorporated by reference from Form 10-K filed on February 14, 2025.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10365ltip-noticeofrfugr.htm)] | | |

| | | | [removed: 10.36.4] [added: 10.34.4] | | | * | | | [Form of Notice of Grant for Restricted Fund Unit Awards U.S. with Restricted Stock [removed: Units.](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10364ltip-noticeofrfugr.htm)] [added: Units.(Incorporated by reference from Form 10-K filed on February 14, 2025.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10364ltip-noticeofrfugr.htm)] | | |

| | | | 19 | | | | | | [T. Rowe Price Group, Inc. Code of Ethics and](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a19_code-ofxethicsxandxp.htm) [removed: Personal] [added: [](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a19_code-ofxethicsxandxp.htm)Personal] Transaction Policy | | |

| | | | 21 | | | | | | [Subsidiaries of T. Rowe Price Group, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a202410k-exhibit21q42024.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1113169/000162828026008002/a202510k-exhibit21q42025.htm)] | | |

| | | | 23 | | | | | | [Consent of Independent Registered Public Accounting Firm, KPMG [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/trow-ex23_q42024x10k.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1113169/000162828026008002/trow-ex23_q42025x10k.htm)] | | |

| | | | 31(i).1 | | | | | | [Rule 13a-14(a) Certification of Principal Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/trow-ex31i1_q42024.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1113169/000162828026008002/trow-ex31i1_q42025.htm)] | | |

| | | | 31(i).2 | | | | | | [Rule 13a-14(a) Certification of Principal Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/trow-ex31i2_q42024.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1113169/000162828026008002/trow-ex31i2_q42025.htm)] | | |

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20

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

| | | | 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, 2012.)](https://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10182.htm) | | |

| | | | 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, 2012.)](https://www.sec.gov/Archives/edgar/data/1113169/000119312512314482/d378254dex10184.htm) | | |

| | | | 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, 2013.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316913000020/trow-ex10185_q12013x10q.htm) | | |

| | | | 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, 2013.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316913000020/trow-ex10186_q12013x10q.htm) | | |

| | | | 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, 2017.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_103xstmtaddtlterms.htm) | | |

| | | | 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, 2017.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316917000047/exhibit_104xstmtofaddtlter.htm) | | |

| | | | 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, 2018.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316918000023/trow-ex101812.htm) | | |

| | | | 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, 2018.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316918000023/trow-ex101813.htm) | | |

| | | | 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, 2021.)](https://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102112020ltipgrantnotice.htm) | | |

| | | | 10.15.2 | | | * | | | [Form of Notice of Grant of Restricted Stock Units Award (with supplemental vesting) issued under the T. Rowe Price Group, Inc. 2020 Long-Term Incentive Plan. (Incorporated by reference from Form 10-K filed on February 11, 2021.)](https://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102122020annualltigrant.htm) | | |

| | | | 10.16.1 | | | * | | | [Form of Notice of Grant of Performance-Based Restricted Stock Units Award issued under the T. Rowe Price Group, Inc. 2020 Long-Term Incentive Plan. (Incorporated by reference from Form 10-K filed on February 11, 2021.)](https://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102212020ltiperformance.htm) | | |

| | | | 10.16.2 | | | * | | | [Form of Notice of Grant of Performance-Based Restricted Stock Units Award (with supplemental vesting) issued under the T. Rowe Price Group, Inc. 2020 Long-Term Incentive Plan. (Incorporated by reference from Form 10-K filed on February 11, 2021.)](https://www.sec.gov/Archives/edgar/data/0001113169/000111316921000006/exh102222020performancersu.htm) | | |

| | | | 10.20 | | | * | | | [Value Creation Agreement as of December 29, 2021 between T. Rowe Price Group, Inc. and each of Glenn R. August, William H. Bohnsack, Jr., Adam B. Kertzner and Alan Schrager. (Incorporated by reference from Form 10-K filed on February 24, 2022.)](https://www.sec.gov/Archives/edgar/data/1113169/000111316922000005/exh1026valuecreationagreem.htm) | | |

| | | | 10.36.5 | | | * | | | [Form of Notice of Grant for Restricted Fund Unit Awards US](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10365ltip-noticeofrfugr.htm) [](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10365ltip-noticeofrfugr.htm)[Non-Material Risk Taker](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10365ltip-noticeofrfugr.htm)[.](https://www.sec.gov/Archives/edgar/data/1113169/000111316925000007/a10365ltip-noticeofrfugr.htm) | | |

| | | | 97.2 | | | * | | | [Policy for Recoupment of Incentive 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) | | |

Page 99

Page [removed: 100][added: 98]

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: 14, 2025.][added: 13, 2026.]

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: 14, 2025.][added: 13, 2026.]

[removed: /s/] [added: /s/] Robert W.

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/s/ Allan C.

Golston, Director

/s/ Richard Verma, Director