Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW.

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

Investment advisory fees depend largely on the total value and composition of assets under our management. Accordingly, fluctuations in financial markets and in the composition of assets under management affect our revenues and results of operations.

We incur significant expenditures to develop new products and services and improve and expand our capabilities and distribution channels in order to attract new clients and additional investments from our existing clients. These efforts often involve costs that precede any future revenues we may recognize from an increase to our assets under management.

The investment management industry is evolving, facing challenging trends such as passive investments taking market share from traditional active strategies; continued downward fee pressure; demand for new investment vehicles to meet client needs; and an ever-changing regulatory landscape. In this regard, we have ample liquidity and resources that allow us to take advantage of attractive growth opportunities. Furthermore, we have developed a broad and ongoing plan to align our expense growth with anticipated revenue growth. As a result, we have initiated certain actions to reduce expense growth, realign resources, and invest in existing and future capabilities, while also helping to offset ongoing inflationary pressures on compensation and contractual spending. These investments include hiring investment professionals, distribution professionals, adopting new technologies, and offering new products to provide our clients with strong investment management expertise and services.

MARKET TRENDS.

Major U.S. stock market indexes rose in the second quarter. Equities plunged at the beginning of April in response to the U.S. reciprocal tariffs. However, the market rallied starting April 9, when the U.S. declared a 90-day pause on these tariffs for many countries. Equities continued to rise throughout May and June, as the U.S. and China agreed to a 90-day reduction in reciprocal and retaliatory tariffs while negotiating a trade deal. Stocks also overcame a short-lived spike in oil prices in June and a multi-day exchange of missile and drone attacks between Israel and Iran. As the quarter ended, investors were optimistic that trade deals with U.S. trading partners would be announced soon and hopeful that the Federal Reserve would resume lowering interest rates at some point in the months ahead.

Developed non-U.S. equity markets outperformed U.S. shares in U.S. dollar terms. In Europe, equity markets were broadly positive, helped in part by short-term interest rate cuts. UK shares lagged. Developed Asian markets were also broadly positive in dollar terms, with Japanese stocks gaining more than 11%.

Stocks in emerging markets also outperformed U.S. stocks in U.S. dollar terms. In the emerging Europe, Middle East, and Africa (EMEA) region, markets were broadly positive in dollar terms, though stocks in Türkiye (Turkey) lagged with a 3% gain. In emerging Asia, markets were also broadly positive in dollar terms. Equities in South Korea and Taiwan far outperformed the region, while Chinese stocks trailed with modest gains. In Latin America, markets were mostly positive in dollar terms.

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Returns of several major equity market indexes were as follows:

						Three months ended						Six months ended
Index						6/30/2025						6/30/2025
S&P 500 Index						10.9%						6.2%
NASDAQ Composite Index(1)						17.8%						5.5%
Russell 2000 Index						8.5%						(1.8)%
MSCI EAFE (Europe, Australasia, and Far East) Index						12.1%						19.9%
MSCI Emerging Markets Index						12.2%						15.6%

(1) Returns exclude dividends

Global bond returns were mostly positive in the second quarter of 2025. In the U.S., Treasury bill yields were little changed, as the Federal Reserve kept the federal funds target rate in the 4.25% to 4.50% range. Intermediate-term U.S. Treasury yields generally declined, but the 10-year U.S. Treasury note yield increased from 4.23% to 4.24%. The 30-year U.S. Treasury bond yield increased to a greater degree amid concerns about U.S. debts and budget deficits, and as Moody’s downgraded U.S. sovereign debt from AAA to AA1 in May.

In the investment-grade universe, sector performance was broadly positive. Non-agency commercial mortgage-backed securities and corporate bonds performed best, while asset-backed and mortgage-backed securities produced milder gains. Treasuries lagged. Tax-free municipal bonds trailed the broad taxable bond market, but high yield corporate bonds produced strong gains and outperformed investment-grade bonds.

Bonds in developed non-U.S. markets produced positive returns in U.S. dollar terms in the second quarter, as major non-U.S. currencies appreciated versus the U.S. dollar. In the eurozone, longer-term bond yields declined in many countries, as the European Central Bank (ECB) reduced its benchmark interest rates twice in the second quarter. In the UK, longer-term bond yields also decreased, as the Bank of England reduced its benchmark interest rate, the Bank Rate, from 4.50% to 4.25% in May. The euro rose more than 8% versus the U.S. dollar, while the British pound rose about 6%. In Japan, long-term government bond yields were little changed, as the Bank of Japan kept its benchmark interest rate at 0.50%. The yen rose about 3.5% versus the U.S. dollar. Emerging markets bonds produced positive returns in U.S. dollar terms. Bonds denominated in local currencies strongly outperformed dollar-denominated bonds in U.S. dollar terms, as most developing markets currencies appreciated versus the dollar.

Returns of several major bond market indexes were as follows:

						Three months ended						Six months ended
Index						6/30/2025						6/30/2025
Bloomberg U.S. Aggregate Bond Index						1.2%						4.0%
JPMorgan Global High Yield Index						3.3%						4.3%
Bloomberg Municipal Bond Index						(0.1)%						(0.4)%
Bloomberg Global Aggregate Ex-U.S. Dollar Bond Index						7.3%						10.0%
JPMorgan Emerging Markets Bond Index Plus						4.0%						6.2%
ICE Bank of America U.S. High Yield Index						3.6%						4.6%
S&P UBS Leveraged Loan Index						2.3%						3.0%

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ASSETS UNDER MANAGEMENT.

Assets under management ended the second quarter of 2025 at $1,676.8 billion, an increase of $110.5 billion from March 31, 2025. The increase in assets under management during the second quarter of 2025 was driven by market appreciation and income, net of distributions not reinvested, of $125.4 billion, offset by net cash outflows of $14.9 billion.

For the six months ended June 30, 2025, the increase in assets under management was driven by market appreciation, net of distributions not reinvested, of $93.7 billion, offset by net cash outflows of $23.5 billion.

The following tables detail changes in our assets under management, by asset class, during the three- and six-month periods ended June 30, 2025:

			Three months ended 6/30/2025																																	Six months ended 6/30/2025
(in billions)			Equity						Fixed income, including money market						Multi-asset**(1)**						Alternatives**(2)**						Total									Equity						Fixed income, including money market						Multi-asset**(1)**						Alternatives**(2)**						Total
Assets under management at beginning of period			$	773.4					$	195.7					$	544.4					$	52.8					$	1,566.3								$	829.7					$	188.1					$	536.0					$	52.8					$	1,606.6
Net cash flows prior to manager-driven distributions			(18.1)						1.2						0.9						1.8						(14.2)									(37.3)						6.6						6.4						2.2						(22.1)
Manager-driven distributions			—						—						—						(0.7)						(0.7)									—						—						—						(1.4)						(1.4)
Net cash flows			(18.1)						1.2						0.9						1.1						(14.9)									(37.3)						6.6						6.4						0.8						(23.5)
Net market appreciation (depreciation) and income(3)			83.2						3.4						38.0						0.8						125.4									46.1						5.6						40.9						1.1						93.7
Change during the period			65.1						4.6						38.9						1.9						110.5									8.8						12.2						47.3						1.9						70.2
Assets under management at June 30, 2025			$	838.5					$	200.3					$	583.3					$	54.7					$	1,676.8								$	838.5					$	200.3					$	583.3					$	54.7					$	1,676.8

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

(2) The alternatives asset class includes strategies authorized to invest more than 50% of its holdings in private credit, leveraged loans, mezzanine, real assets/CRE, structured products, stressed / distressed, non-investment grade CLOs, special situations, or have absolute return as its investment objective. Generally, only those strategies with longer than daily liquidity are included. Unfunded capital commitments were $18.6 billion at June 30, 2025, $17.1 billion at March 31, 2025, and $16.2 billion at December 31, 2024, and are not reflected in fee basis AUM above.

(3) Includes net distributions not reinvested for the three- and six-month periods ended June 30, 2025 of $0.4 billion and $0.9 billion, respectively.

Investment advisory clients outside the United States account for 8.7% of our assets under management at June 30, 2025, 8.7% at March 31, 2025, and 8.8% at December 31, 2024.

Assets under management in our target date retirement portfolios, which are included in the multi-asset totals shown above, were $520.3 billion at June 30, 2025, $484.2 billion at March 31, 2025, and $475.6 billion at December 31, 2024. Net flows into these portfolios were $1.7 billion and $8.0 billion in the three- and six-month periods ended June 30, 2025, respectively.

We also provide strategic investment advice solutions to certain portfolios. These advice solutions, primarily 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 June 30, 2025, total assets in these solutions were $623 billion, of which $592 billion are included in our reported assets under management in the tables above.

We provide participant accounting and plan administration for retirement plans that primarily invest in the firm's U.S. mutual funds, collective investment trusts and funds outside of the firm's complex. As of June 30, 2025, our assets under administration were $302 billion, of which $170 billion are assets we manage.

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INVESTMENT PERFORMANCE.****(1)

Strong investment performance and brand awareness is a key driver to attracting and retaining assets—and to our long-term success. Our performance disclosures include specific asset classes, assets under management weighted performance, U.S. fund performance against passive peers, and composite performance against benchmarks. The following tables present investment performance for the one-, three-, five-, and 10-years ended June 30, 2025. Past performance is not a reliable indicator of future performance.

% of U.S. funds that outperformed Morningstar median**(2),(3)**
						1 year						3 years						5 years						10 years
Equity						31%						47%						48%						57%
Fixed Income						53%						60%						55%						65%
Multi-Asset						25%						57%						47%						65%
All Funds						35%						54%						50%						62%
% of U.S. funds that outperformed passive peer median**(2),(4)**
						1 year						3 years						5 years						10 years
Equity						29%						43%						45%						45%
Fixed Income						33%						52%						68%						62%
Multi-Asset						8%						49%						47%						43%
All Funds						22%						48%						52%						49%
% of composites that outperformed benchmarks**(5)**
						1 year						3 years						5 years						10 years
Equity						17%						34%						28%						54%
Fixed Income						54%						53%						61%						69%
All Composites						33%						42%						41%						60%

AUM Weighted Performance
% of U.S. funds AUM that outperformed Morningstar median**(2),(3)**
						1 year						3 years						5 years						10 years
Equity						48%						59%						50%						73%
Fixed Income						69%						76%						72%						84%
Multi-Asset						10%						79%						76%						93%
All Funds						41%						65%						58%						78%
% of U.S. funds AUM that outperformed passive peer median**(2),(4)**
						1 year						3 years						5 years						10 years
Equity						24%						50%						26%						48%
Fixed Income						47%						72%						91%						74%
Multi-Asset						0%						68%						68%						93%
All Funds						20%						56%						41%						60%
% of composites AUM that outperformed benchmarks**(5)**
						1 year						3 years						5 years						10 years
Equity						17%						48%						26%						39%
Fixed Income						56%						47%						67%						50%
All Composites						24%						48%						33%						41%

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As of June 30, 2025, 67 of 142 (47.2%) of the firm's rated U.S. mutual funds (across primary share classes) received an overall rating of 4 or 5 stars. By comparison, 32.5% of Morningstar's fund population is given a rating of 4 or 5 stars(6). In addition, 58%(6) of AUM in the firm's rated U.S. mutual funds (across primary share classes) ended June 30, 2025 with an overall rating of 4 or 5 stars.

(1) The investment performance reflects that of T. Rowe Price U.S. mutual funds, ETFs, and composites.

(2) Source: © 2025 Morningstar, Inc. All rights reserved. The information contained herein: 1) is proprietary to Morningstar and/or its content providers; 2) may not be copied or distributed; and 3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.

(3) Source: Morningstar. Primary share class only. Excludes money market mutual funds, funds with an operating history of less than one year, T. Rowe Price passive funds, and T. Rowe Price funds that are clones of other funds. The top chart reflects the percentage of T. Rowe Price funds with 1 year, 3 year, 5 year, and 10 year track record that outperformed the Morningstar category median. The bottom chart reflects the percentage of T. Rowe Price funds AUM that has outperformed for the time periods indicated. Total AUM included for this analysis includes $327B for 1 year, $320B for 3 years, $318B for 5 years, and $317B for 10 years.

(4) Passive Peer Median was created by T. Rowe Price using data from Morningstar. Primary share class only. Excludes money market mutual funds, funds with an operating history of less than one year, funds with fewer than three peers, T. Rowe Price passive funds, and T. Rowe Price funds that are clones of a retail fund. This analysis compares T. Rowe Price active funds with the applicable universe of passive/index open-end funds and ETFs of peer firms. The top chart reflects the percentage of T. Rowe Price funds with 1 year, 3 year, 5 year, and 10 year track record that outperformed the passive peer universe. The bottom chart reflects the percentage of T. Rowe Price funds AUM that has outperformed for the time periods indicated. Total AUM included for this analysis includes $275B for 1 year, $264B for 3 years, $262B for 5 years, and $254B for 10 years.

*(5)*Composite net returns are calculated using the highest applicable separate account fee schedule. Excludes money market composites. All composites compared to official GIPS composite primary benchmark. The top chart reflects the percentage of T. Rowe Price composites with 1 year, 3 year, 5 year, and 10 year track record that are outperforming their benchmarks. The bottom chart reflects the percentage of T. Rowe Price composite AUM that has outperformed for the time periods indicated. Total AUM included for this analysis includes $1,486B for 1 year, $1,480B for 3 years, $1,475B for 5 years, and $1,429B for 10 years.

(6) The Morningstar Rating™ for funds is calculated for funds with at least a three-year history. Exchange-traded funds and open-ended mutual funds are considered a single population for comparative purposes. It is calculated based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a managed product's monthly excess performance, placing more emphasis on downward variations and rewarding consistent performance. Morningstar gives its best ratings of 5 or 4 stars to the top 32.5% of all funds (of the 32.5%,10% get 5 stars and 22.5% get 4 stars). The Overall Morningstar Rating™ is derived from a weighted average of the performance figures associated with a fund’s 3, 5, and 10 year (if applicable) Morningstar Rating™ metrics.

Page 25

RESULTS OF OPERATIONS.

The following table and discussion sets forth information regarding our consolidated financial results for the three- and six-month periods ended June 30, 2025 and 2024 on a U.S. GAAP and a non-GAAP basis. The non-GAAP basis adjusts for the impact of our consolidated investment products, the impact of market movements on the deferred compensation liabilities and related economic hedges, investment income related to certain other investments, acquisition-related amortization and costs, impairment charges, and certain nonrecurring charges and gains, if any.

			Three months ended												Q2 2025 vs. Q2 2024															Six months ended												YTD 2025 vs. YTD 2024
(in millions, except per-share data)			6/30/2025						6/30/2024						$ change						% change**(1)**									6/30/2025						6/30/2024						$ change						% change**(1)**
U.S. GAAP basis
Investment advisory fees(2)			$	1,567.6					$	1,568.8					$	(1.2)					(0.1)		%							$	3,166.0					$	3,105.2					$	60.8					2.0		%
Performance-based advisory fees(2)			$	6.4					$	16.8					$	(10.4)					(61.9)		%							$	16.8					$	34.4					$	(17.6)					(51.2)		%
Capital allocation-based income(3)			$	(0.4)					$	0.1					$	(0.5)					n/m									$	(1.6)					$	47.2					$	(48.8)					n/m
Net revenues			$	1,723.3					$	1,733.3					$	(10.0)					(0.6)		%							$	3,487.2					$	3,483.5					$	3.7					0.1		%
Operating expenses			$	1,245.0					$	1,168.6					$	76.4					6.5		%							$	2,412.6					$	2,332.2					$	80.4					3.4		%
Net operating income			$	478.3					$	564.7					$	(86.4)					(15.3)		%							$	1,074.6					$	1,151.3					$	(76.7)					(6.7)		%
Non-operating income (loss)			$	235.5					$	80.3					$	155.2					n/m									$	306.2					$	269.2					$	37.0					13.7		%
Net income to T. Rowe Price Group			$	505.2					$	483.4					$	21.8					4.5		%							$	995.7					$	1,057.2					$	(61.5)					(5.8)		%
Diluted earnings per common share			$	2.24					$	2.11					$	0.13					6.2		%							$	4.38					$	4.60					$	(0.22)					(4.8)		%
Weighted average common shares outstanding assuming dilution			220.4						223.5						(3.1)						(1.4)		%							221.5						223.8						(2.3)						(1.0)		%
Adjusted basis**(4)**
Operating expenses			$	1,147.2					$	1,105.8					$	41.4					3.7		%							$	2,282.3					$	2,177.2					$	105.1					4.8		%
Operating expenses, excluding accrued carried interest related compensation			$	1,133.9					$	1,097.3					$	36.6					3.3		%							$	2,265.1					$	2,150.2					$	114.9					5.3		%
Net operating income			$	614.4					$	654.9					$	(40.5)					(6.2)		%							$	1,255.0					$	1,347.3					$	(92.3)					(6.9)		%
Non-operating income (loss)			$	47.1					$	34.7					$	12.4					35.7		%							$	82.6					$	63.2					$	19.4					30.7		%
Net income to T. Rowe Price Group			$	506.8					$	519.7					$	(12.9)					(2.5)		%							$	1,016.1					$	1,068.2					$	(52.1)					(4.9)		%
Diluted earnings per common share			$	2.24					$	2.26					$	(0.02)					(0.9)		%							$	4.47					$	4.64					$	(0.17)					(3.7)		%
Assets under management (AUM) (in billions)
Average AUM			$	1,588.8					$	1,534.0					$	54.8					3.6		%							$	1,604.5					$	1,509.2					$	95.3					6.3		%
Ending AUM			$	1,676.8					$	1,569.1					$	107.7					6.9		%							$	1,676.8					$	1,569.1					$	107.7					6.9		%
Investment advisory annualized effective fee rate (EFR) (in bps)
EFR without performance-based fees			39.6						41.1						(1.5)						(3.6)		%							39.8						41.4						(1.6)						(3.9)		%
EFR with performance-based fees			39.7						41.6						(1.9)						(4.6)		%							40.0						41.8						(1.8)						(4.3)		%

(1) n/m - the percentage change is not meaningful.

(2) 2024 performance-based advisory fees are reported separately from investment advisory fees to align with the presentation in 2025.

(3) Capital allocation-based income represents the change in accrued carried interest.

(4) See the reconciliation to the comparable U.S. GAAP measures at the end of the Results of Operations section of this Management’s Discussion and Analysis.

Results Overview - Quarter ended June 30, 2025

Net revenues consist of investment advisory revenues; performance-based advisory fees; administrative, distribution, services, and other fees; and capital allocation-based income. More than 90% of our net revenues are related to investment advisory fees. Total net revenues were $1,723.3 million in the second quarter of 2025, a 0.6% decrease compared to $1,733.3 million in the 2024 quarter. The decrease was primarily driven by a decrease in performance-based advisory fees.

Page 26

Investment advisory fees are generally earned based on the value and composition of our assets under management, which change based on fluctuations in financial markets and net cash flows. As our average assets under management increase or decrease in a given period, the level of our investment advisory fee revenue for that same period generally fluctuates in a similar manner. Our annualized effective fee rates can be impacted by market or cash flow related shifts among asset classes and products, including those with tiered-fee structures, along with price changes we make in existing products.

Capital allocation-based income will fluctuate quarter-to-quarter to reflect the adjustment to accrued carried interest for the change in value of certain affiliated funds assuming the funds’ underlying investments were realized as of the end of the period.

Operating expenses on a U.S. GAAP basis were $1,245.0 million in the second quarter of 2025, a 6.5% increase over the comparable 2024 period. On a non-GAAP basis, operating expenses were $1,147.2 million, a 3.7% increase over the comparable 2024 period.

Compared to the second quarter of 2024, over 65% of the increase in U.S. GAAP operating expenses was due to increases in deferred compensation liabilities from higher markets. Additionally, higher compensation and related benefits, as well as increased technology, occupancy, and facilities costs, contributed to the rise in U.S. GAAP operating expenses and were the main drivers of the increase in non-GAAP operating expenses over the 2024 quarter. As mentioned earlier, we exclude the market-related impacts on deferred compensation liabilities from our non-GAAP operating expenses measures because these liabilities are economically hedged.

Operating margin in the second quarter of 2025 was 27.8% on a U.S. GAAP basis, compared to 32.6% earned in the second quarter of 2024. The decrease was driven by operating expense growth outpacing net revenue growth primarily due to higher market-related increases in deferred compensation liabilities.

Diluted earnings per share was $2.24 for the second quarter of 2025 compared to $2.11 for the second quarter of 2024. The increase was primarily driven by higher investment gains partially offset by lower operating income compared to the 2024 period. A lower effective tax rate and fewer weighted average shares outstanding also contributed to the increase.

On a non-GAAP basis, diluted earnings per share was $2.24 for the second quarter of 2025 as compared to $2.26 for the second quarter of 2024. The decrease was primarily due to lower adjusted operating income partially offset by a lower adjusted tax rate and higher adjusted investment gains compared to the 2024 period.

Results Overview - Year-to-Date ended June 30, 2025

Net revenues consist of investment advisory revenues; performance-based advisory fees; administrative, distribution, services, and other fees; and capital allocation-based income. More than 90% of our net revenues for the six months ended June 30, 2025 are related to investment advisory fees. Total net revenues were $3,487.2 million in the six months ended June 30, 2025, a 0.1% increase over $3,483.5 million in the 2024 period. The increase was primarily driven by a 2.0% increase in investment advisory fee revenue as average assets under management increased by 6.3% and a $9.3 million increase in non-advisory revenues, partially offset by a $48.8 million decrease in capital allocation-based income (change in accrued carried interest) earned from investments in certain affiliated funds and a $17.6 million decrease in performance-based advisory fees.

Operating expenses were $2,412.6 million in the six months ended June 30, 2025, compared with $2,332.2 million in the 2024 period. On a non-GAAP basis, our operating expenses for the six months ended June 30, 2025, increased 4.8% to $2,282.3 million compared to the 2024 period.

Compared to the six months ended June 30, 2024, the increase in U.S. GAAP and non-GAAP operating expenses was mainly due to higher technology and facility costs, compensation and related benefits costs, distribution and servicing costs, and general, administrative and other costs.

Operating margin in the six months ended June 30, 2025 was 30.8% on a U.S. GAAP basis, compared to 33.1% earned in the 2024 period. The decrease was primarily driven by operating expense growth outpacing net revenue growth.

Page 27

Diluted earnings per share was $4.38 for the six months ended June 30, 2025, compared to $4.60 for 2024 period. On a non-GAAP basis, adjusted diluted earnings per share was $4.47 for the six months ended June 30, 2025, compared to $4.64 for the 2024 period. The decreases were primarily due to lower operating income partially offset by higher investment gains.

Net revenues

			Three months ended												Q2 2025 vs. Q2 2024															Six months ended												YTD 2025 vs. YTD 2024
(in millions)			6/30/2025						6/30/2024						$ change						% change**(1)**									6/30/2025						6/30/2024						$ change						% change**(1)**
Investment advisory fees**(2)**
Equity			$	923.6					$	947.5					$	(23.9)					(2.5)		%							$	1,882.8					$	1,880.0					$	2.8					0.1		%
Fixed income, including money market			105.5						100.2						5.3						5.3		%							209.1						200.4						8.7						4.3		%
Multi-asset			455.9						444.8						11.1						2.5		%							910.6						874.5						36.1						4.1		%
Alternatives			82.6						76.3						6.3						8.3		%							163.5						150.3						13.2						8.8		%
			1,567.6						1,568.8						(1.2)						(0.1)		%							3,166.0						3,105.2						60.8						2.0		%
Performance-based advisory fees**(2)**			6.4						16.8						(10.4)						(61.9)		%							16.8						34.4						(17.6)						(51.2)		%
Capital allocation-based income
Change in accrued carried interest			36.5						27.0						9.5						35.2		%							45.7						86.5						(40.8)						(47.2)		%
Acquisition-related amortization and impairments			(36.9)						(26.9)						(10.0)						37.2		%							(47.3)						(39.3)						(8.0)						20.4		%
			(0.4)						0.1						(0.5)						n/m									(1.6)						47.2						(48.8)						n/m
Administrative, distribution, services, and other fees
Administrative fees			128.7						125.6						3.1						2.5		%							263.4						253.0						10.4						4.1		%
Distribution and servicing fees			21.0						22.0						(1.0)						(4.5)		%							42.6						43.7						(1.1)						(2.5)		%
			149.7						147.6						2.1						1.4		%							306.0						296.7						9.3						3.1		%
Net revenues			$	1,723.3					$	1,733.3					$	(10.0)					(0.6)		%							$	3,487.2					$	3,483.5					$	3.7					0.1		%
Average AUM (in billions):
Equity			$	784.4					$	790.4					$	(6.0)					(0.8)		%							$	805.3					$	780.4					$	24.9					3.2		%
Fixed income, including money market			198.0						174.8						23.2						13.3		%							194.8						172.1						22.7						13.2		%
Multi-asset			552.5						520.1						32.4						6.2		%							551.1						508.6						42.5						8.4		%
Alternatives			53.9						48.7						5.2						10.7		%							53.3						48.1						5.2						10.8		%
Average AUM			$	1,588.8					$	1,534.0					$	54.8					3.6		%							$	1,604.5					$	1,509.2					$	95.3					6.3		%
Investment advisory annualized effective fee rate (EFR) (in bps)
EFR without performance-based fees			39.7						41.6						(1.9)						(4.6)		%							40.0						41.8						(1.8)						(4.3)		%
EFR with performance-based fees			39.6						41.1						(1.5)						(3.6)		%							39.8						41.4						(1.6)						(3.9)		%

(1) n/m - the percentage change is not meaningful.

(2) 2024 performance-based advisory fees are reported separately from investment advisory fees to align with the 2025 presentation.

Page 28

Investment advisory fees in the second quarter of 2025 decreased 0.1% over the comparable 2024 quarter while average assets under management increased $54.8 billion, or 3.6%, to $1,588.8 billion. For the six months ended June 30, 2025, investment advisory revenues increased 2.0% over the comparable 2024 period as average assets under management increased $95.3 billion, or 6.3%, to $1,604.5 billion.

The average annualized effective fee rate earned for the three- and six-month periods ended June 30, 2025 declined from the comparable 2024 periods as market movements and client flows and transfers shifted assets under management toward lower-fee asset classes and products.

Performance-based advisory fees in the second quarter of 2025 and 2024 were earned primarily from alternative strategies, and from equity and alternative strategies for the six months ended June 30, 2025 and 2024.

Capital allocation-based income includes the change in accrued carried interest along with acquisition-related amortization and impairments. In the second quarter of 2025, the change in accrued carried interest increased net revenues by $36.5 million compared to $27.0 million in the 2024 period. For the six months ended June 30, 2025, the change in accrued carried interest decreased net revenues by $45.7 million compared to $86.5 million for the 2024 period. The change in accrued carried interest for both the second quarter and six month periods compared to the 2024 periods was due to relative market impacts and performance.

A portion of the capital allocation-based income is passed through to certain associates as compensation and the related expense recognized in compensation and related costs with the unpaid amount reported as non-controlling interest on the unaudited consolidated balance sheets.

Administrative, distribution, services, and other fees in the second quarter of 2025 were $149.7 million, an increase of $2.1 million, or 1.4%, from the comparable 2024 quarter. For the six months ended June 30, 2025, these fees were $306.0 million, an increase of $9.3 million, or 3.1%, from the 2024 period. The increases for both periods were primarily due to higher average assets on which we earn revenue for non-discretionary advisory services and higher recordkeeping fees. For the second quarter of 2025, these increases were partially offset by the timing of costs to be reimbursed by the firm's U.S. mutual funds compared to the 2024 period. The offsetting expense is recognized in product and recordkeeping related costs.

Our net revenues reflect the elimination of advisory and administrative fee revenue earned from our consolidated

investment products. The corresponding expenses recognized by these products, and consolidated in our financial statements, were also eliminated from operating expenses. For the second quarter, we eliminated net revenue of $1.4 million in 2025 and $0.5 million in 2024. For the six months ended June 30, we eliminated net revenue of $2.8 million in 2025 and $1.7 million in 2024.

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Operating expenses

			Three months ended												Q2 2025 vs. Q2 2024															Six months ended												YTD 2025 vs. YTD 2024
(in millions)			6/30/2025						6/30/2024						$ change						% change**(1)**									6/30/2025						6/30/2024						$ change						% change**(1)**
Compensation, benefits and related costs			$	648.8					$	635.8					$	13.0					2.0		%							$	1,306.7					$	1,265.1					$	41.6					3.3		%
Acquisition-related retention agreements			14.1						13.1						1.0						7.6		%							28.3						26.6						1.7						6.4		%
Capital allocation-based income compensation			(1.5)						(2.4)						0.9						(37.5)		%							(1.9)						10.8						(12.7)						n/m
Deferred compensation liabilities			66.3						14.6						51.7						n/m									59.1						67.6						(8.5)						(12.6)		%
Total compensation and related costs			727.7						661.1						66.6						10.1		%							1,392.2						1,370.1						22.1						1.6		%
Distribution and servicing			92.5						87.7						4.8						5.5		%							186.1						169.6						16.5						9.7		%
Advertising and promotion			29.9						33.3						(3.4)						(10.2)		%							56.0						58.6						(2.6)						(4.4)		%
Product and recordkeeping related costs			74.8						73.0						1.8						2.5		%							158.6						148.0						10.6						7.2		%
Technology, occupancy, and facility costs			179.4						160.9						18.5						11.5		%							347.0						310.8						36.2						11.6		%
General, administrative, and other			109.5						108.7						0.8						0.7		%							212.8						201.3						11.5						5.7		%
Acquisition-related amortization and impairment costs			31.2						43.9						(12.7)						(28.9)		%							59.9						73.8						(13.9)						(18.8)		%
Total operating expenses			$	1,245.0					$	1,168.6					$	76.4					6.5		%							$	2,412.6					$	2,332.2					$	80.4					3.4		%
Total adjusted operating expenses (2)			$	1,147.2					$	1,105.8					$	41.4					3.7		%							$	2,282.3					$	2,177.2					$	105.1					4.8		%

(1) n/m - The percentage change is not meaningful.

(2) See the reconciliation to the comparable U.S. GAAP measures at the end of the Results of Operations section of this Management’s Discussion and Analysis.

Compensation, benefits, and related costs were $648.8 million in the second quarter of 2025, an increase of $13.0 million, or 2.0%, compared to the 2024 quarter. For the six months ended June 30, 2025, these costs were $1,306.7 million, an increase of $41.6 million, or 3.3%, compared to the 2024 period. The increases in both periods were primarily due to higher salaries and related benefits, as base salaries modestly increased in January 2024 and we saw higher healthcare costs, and higher stock-based compensation. These increases were partially offset by lower other employee related costs compared to the 2024 periods. For the second quarter of 2025, a lower bonus accrual also partially offset the increase compared to the 2024 period.

The firm employed 8,063 associates at June 30, 2025, a decrease of 0.3% from 8,084 associates at March 31, 2025, a decrease of 1.2% from the end of 2024, and an increase of 1.7% from June 30, 2024.

Distribution and servicing costs were $92.5 million for the second quarter of 2025, an increase of $4.8 million, or 5.5%, from $87.7 million recognized in the 2024 quarter. For the six months ended June 30, 2025, these costs were $186.1 million, an increase of $16.5 million, or 9.7%, from $169.6 million recognized in the comparable 2024 period. The increases in both periods were primarily driven by higher average assets under management distributed through intermediaries.

The costs in this expense category include amounts paid to third-party intermediaries that source the assets of certain share classes of our U.S. mutual funds, ETFs, and our international products, such as our Japanese ITMs and SICAVs. These costs are offset entirely by the distribution revenue we earn and report in net revenues: 12b-1 revenue is recognized in administrative, distribution, services, and other fees for the Advisor and R share classes of the U.S. mutual funds and investment advisory fee revenue for our international products and ETFs.

Product and recordkeeping related costs were $74.8 million in the second quarter of 2025, an increase of $1.8 million, or 2.5%, compared to $73.0 million in the 2024 quarter. For the six months ended June 30, 2025, these costs were $158.6 million, an increase of $10.6 million, or 7.2%, from $148.0 million recognized in the comparable 2024 period. The increases in both periods were primarily due to higher custody fees related to our trust products and recordkeeping fees.

Page 30

Technology, occupancy, and facility costs were $179.4 million in the second quarter of 2025, an increase of $18.5 million, or 11.5%, compared to the $160.9 million recognized in the 2024 quarter. For the six months ended June 30, 2025, these costs were $347.0 million, an increase of $36.2 million, or 11.6%, compared with the 2024 period. The increases in both periods were primarily due to higher technology costs, including hosted solutions and depreciation. Also contributing to the increase was higher occupancy and facility costs related to the firm’s new corporate headquarters, which was occupied in March 2025, and a non-recurring cost benefit related to the firm's UK facility in the first quarter of 2024.

General, administrative, and other expenses were $109.5 million in the second quarter of 2025, an increase of $0.8 million, or 0.7%, compared to the $108.7 million recognized in the 2024 quarter. For the six months ended June 30, 2025, these costs were $212.8 million, an increase of $11.5 million, or 5.7%, compared with the 2024 period. The increases in both periods were primarily due to higher professional fees and information services partially offset by lower external research fees.

Acquisition-related amortization and impairment costs primarily relate to the indefinite- and definite-lived intangible assets identified and separately recognized, at fair value, on acquisition date. For the second quarter of 2025, we recognized $31.2 million in amortization and impairments related to the definite and indefinite-lived intangible assets, compared to $43.9 million in the 2024 quarter. For the six months ended June 30, 2025, we recognized $59.9 million in amortization and impairments related to the definite and indefinite-lived intangible assets, compared to $73.8 million, in the 2024 period. The 2024 periods include impairments charges totaling $18.0 million on definite and indefinite-lived intangible assets. The decreases in both periods were primarily driven by lower impairment charges related to certain indefinite-lived intangible assets. If conditions that led us to recognize impairment charges worsen, additional impairments may be recognized in future periods.

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Non-operating income (loss)

Non-operating income for the second quarter of 2025 was $235.5 million compared to $80.3 million in the 2024 quarter. The following table details the components of non-operating income for both the three- and six-month periods ended June 30, 2025 and 2024.

			Three months ended												Six months ended
(in millions)			6/30/2025						6/30/2024						6/30/2025						6/30/2024
Net gains (losses) from non-consolidated investment products
Cash and discretionary investments
Dividend income			$	33.8					$	33.6					$	64.2					$	61.4
Market-related gains (losses) and equity in earnings (losses)			13.3						0.1						17.5						0.3
Total cash and discretionary investments			47.1						33.7						81.7						61.7
Seed capital investments
Dividend income			0.2						0.3						0.4						0.3
Market-related gains (losses) and equity in earnings (losses)			36.8						15.3						25.5						38.8
Total seed capital investments			37.0						15.6						25.9						39.1
Total cash, discretionary, and seed investments			84.1						49.3						107.6						100.8
Net gains (losses) recognized upon deconsolidation			3.1						—						3.1						—
Investments used to hedge the deferred compensation liabilities			70.5						14.8						59.8						64.5
Total net gains (losses) from non-consolidated investment products			157.7						64.1						170.5						165.3
Other investment income			8.2						13.9						27.3						34.2
Net gains (losses) on investments			165.9						78.0						197.8						199.5
Net gains (losses) on consolidated investment products			78.6						8.5						110.5						80.8
Other gains (losses), including foreign currency gains (losses)			(9.0)						(6.2)						(2.1)						(11.1)
Non-operating income (loss)			$	235.5					$	80.3					$	306.2					$	269.2
Adjusted non-operating income (loss)****(1)			$	47.1					$	34.7					$	82.6					$	63.2

(1) See the reconciliation to the comparable U.S. GAAP measures at the end of the Results of Operations section of this Management's Discussion and Analysis.

Higher investment gains earned by our investment portfolio during the three- and six-month periods ended June 30, 2025 compared to the 2024 periods were primarily due to higher cash and investment holdings coupled with stronger overall market returns.

The table above shows the net investment income of the underlying portfolios of the consolidated investment products, not just the income from our ownership share. The table below displays how consolidated investment products affected the individual lines of our unaudited consolidated income statements and the portion attributable to our interest.

Page 32

			Three months ended												Six months ended
(in millions)			6/30/2025						6/30/2024						6/30/2025						6/30/2024
Operating expenses reflected in net operating income			$	(2.4)					$	(2.6)					$	(4.9)					$	(4.9)
Net investment income (loss) reflected in non-operating income			78.6						8.5						110.5						80.8
Impact on income before taxes			$	76.2					$	5.9					$	105.6					$	75.9
Net income (loss) attributable to our interest in the consolidated investment products			$	25.3					$	4.0					$	40.1					$	54.4
Net income (loss) attributable to redeemable non-controlling interests (unrelated third-party investors)			50.9						1.9						65.5						21.5
Impact on income before taxes			$	76.2					$	5.9					$	105.6					$	75.9

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Provision for income taxes

The GAAP effective tax rate for the second quarter of 2025 was 22.1% compared with 24.8% in the second quarter of 2024. These quarterly rates were the result of an overall year-to-date rate of 23.1% for 2025 and 24.1% for 2024. The following table reconciles the statutory federal income tax rate to our effective tax rate on a U.S. GAAP basis for the six months ended June 30, 2025 and 2024:

									Six months ended
															6/30/2025						6/30/2024
Statutory U.S. federal income tax rate															21.0		%				21.0		%
State income taxes for current year, net of federal income tax benefits(1)															2.7						2.7
Net (income) losses attributable to redeemable non-controlling interests(2)															(0.8)						(0.4)
Net excess tax benefits from stock-based compensation plans activity															(0.2)						(0.3)
Valuation allowances															(0.2)						0.5
Other items															0.6						0.6
Effective income tax rate															23.1		%				24.1		%
Adjusted effective tax rate															24.0		%				24.3		%

(1) State income tax benefits are reflected in the total benefits for net income attributable to redeemable non-controlling interests and stock-based compensation plans activity.

(2) Net income attributable to redeemable non-controlling interests represents the portion of earnings held in the firm's consolidated investment products, which are not taxable to the firm despite being included in pre-tax income.

The adjusted effective tax rate primarily adjusts for the impact of the consolidated investment products, including the net income attributable to the redeemable non-controlling interests. The decrease in the year-to-date 2025 U.S. GAAP and adjusted effective tax rates compared to 2024 was primarily due to the reversal of a valuation allowance related to U.S. foreign tax credit carryovers.

We currently estimate that our effective tax rate for the full year 2025, on a U.S. GAAP basis, will be in the range of 23.5% to 27.5%. On an adjusted basis, the range is 24.0% to 27.0%.

Our effective tax rate will continue to experience volatility in future periods due to tax benefits recognized from stock-based compensation being influenced by market fluctuations in our stock price, and changes in deferred tax asset valuation allowances, primarily in foreign jurisdictions, being impacted by the sufficiency of taxable income in future periods. Our U.S. GAAP rate will also be impacted by changes in the proportion of net income that is attributable to our redeemable non-controlling interests and non-controlling interests reflected in permanent equity.

NON-GAAP INFORMATION AND RECONCILIATION.

We believe the non-GAAP financial measures below provide relevant and meaningful information to investors about our core operating results. These measures have been established in order to increase transparency for the purpose of evaluating our core business, for comparing current results with prior period results, and to enable more appropriate comparison with industry peers. However, non-GAAP financial measures should not be considered a substitute for financial measures calculated in accordance with U.S. GAAP and may be calculated differently by other companies.

Page 34

The following schedules reconcile certain U.S. GAAP financial measures to Non-GAAP financial measures for the three months ended June 30, 2025 and 2024.

			Three months ended 6/30/2025
			Operating expenses						Net operating income						Non-operating income (loss)						Provision (benefit) for income taxes**(5)**						Net income attributable to T. Rowe Price Group, Inc.						Diluted earnings per share**(6)**
U.S. GAAP Basis (FS line item)			$	1,245.0					$	478.3					$	235.5					$	157.7					$	505.2					$	2.24
Non-GAAP adjustments:
Acquisition-related:
Investment and NCI amortization and impairments(1) (Capital allocation-based income and Compensation and related costs)			14.8						22.1						—						5.2						16.9						0.07
Acquisition-related retention arrangements(1) (Compensation and related costs)			(14.1)						14.1						—						3.3						10.8						0.05
Intangible assets amortization and impairments(1)			(31.2)						31.2						—						7.3						23.9						0.11
Total acquisition-related			(30.5)						67.4						—						15.8						51.6						0.23
Deferred compensation liabilities(2) (Compensation and related costs)			(66.3)						66.3						(70.5)						(1.0)						(3.2)						(0.02)
Consolidated investment products(3)			(1.0)						2.4						(78.6)						(8.6)						(16.7)						(0.07)
Other non-operating income(4)			—						—						(39.3)						(9.2)						(30.1)						(0.14)
Adjusted Basis			$	1,147.2					$	614.4					$	47.1					$	154.7					$	506.8					$	2.24

			Three months ended 6/30/2024
			Operating expenses						Net operating income						Non-operating income (loss)						Provision (benefit) for income taxes**(5)**						Net income attributable to T. Rowe Price Group, Inc.						Diluted earnings per share**(6)**
U.S. GAAP Basis (FS line item)			$	1,168.6					$	564.7					$	80.3					$	159.7					$	483.4					$	2.11
Non-GAAP adjustments:
Acquisition-related:
Investment and NCI amortization and impairments(1) (Capital allocation-based income and Compensation and related costs)			10.9						16.0						—						3.5						12.5						0.05
Acquisition-related retention arrangements(1) (Compensation and related costs)			(13.1)						13.1						—						2.9						10.2						0.04
Intangible assets amortization and impairments(1)			(43.9)						43.9						—						9.6						34.3						0.15
Total acquisition-related			(46.1)						73.0						—						16.0						57.0						0.24
Deferred compensation liabilities(2) (Compensation and related costs)			(14.6)						14.6						(14.8)						—						(0.2)						—
Consolidated investment products(3)			(2.1)						2.6						(8.5)						(0.9)						(3.1)						(0.01)
Other non-operating income(4)			—						—						(22.3)						(4.9)						(17.4)						(0.08)
Adjusted Basis			$	1,105.8					$	654.9					$	34.7					$	169.9					$	519.7					$	2.26

Page 35

The following schedules reconcile certain U.S. GAAP financial measures to non-GAAP financial measures for the six months ended June 30, 2025 and 2024.

			Six months ended 6/30/2025
			Operating expenses						Net operating income						Non-operating income (loss)						Provision (benefit) for income taxes**(5)**						Net income attributable to T. Rowe Price Group, Inc.						Diluted earnings per share**(6)**
U.S. GAAP Basis (FS line item)			$	2,412.6					$	1,074.6					$	306.2					$	319.6					$	995.7					$	4.38
Non-GAAP adjustments:
Acquisition-related:
Investment and NCI amortization and impairments(1) (Capital allocation-based income and Compensation and related costs)			19.1						28.2						—						6.4						21.8						0.10
Acquisition-related retention arrangements(1) (Compensation and related costs)			(28.3)						28.3						—						6.3						22.0						0.10
Intangible assets amortization and impairments(1)			(59.9)						59.9						—						13.2						46.7						0.20
Total acquisition-related			(69.1)						116.4						—						25.9						90.5						0.40
Deferred compensation liabilities(2) (Compensation and related costs)			(59.1)						59.1						(59.8)						(0.3)						(0.4)						—
Consolidated investment products(3)			(2.1)						4.9						(110.5)						(11.6)						(28.5)						(0.13)
Other non-operating income(4)			—						—						(53.3)						(12.1)						(41.2)						(0.18)
Adjusted Basis			$	2,282.3					$	1,255.0					$	82.6					$	321.5					$	1,016.1					$	4.47

			Six months ended 6/30/2024
			Operating expenses						Net operating income						Non-operating income (loss)						Provision (benefit) for income taxes**(5)**						Net income attributable to T. Rowe Price Group, Inc.						Diluted earnings per share**(6)**
U.S. GAAP Basis (FS line item)			$	2,332.2					$	1,151.3					$	269.2					$	341.8					$	1,057.2					$	4.60
Non-GAAP adjustments:
Acquisition-related:
Investment and NCI amortization and impairments(1) (Capital allocation-based income and Compensation and related costs)			16.2						23.1						—						5.5						17.6						0.08
Acquisition-related retention arrangements(1) (Compensation and related costs)			(26.6)						26.6						—						6.6						20.0						0.08
Intangible assets amortization and impairments(1)			(73.8)						73.8						—						18.0						55.8						0.24
Total acquisition-related			(84.2)						123.5						—						30.1						93.4						0.40
Deferred compensation liabilities(2) (Compensation and related costs)			(67.6)						67.6						(64.5)						0.8						2.3						0.01
Consolidated investment products(3)			(3.2)						4.9						(80.8)						(14.8)						(39.6)						(0.17)
Other non-operating income(4)			—						—						(60.7)						(15.6)						(45.1)						(0.20)
Adjusted Basis			$	2,177.2					$	1,347.3					$	63.2					$	342.3					$	1,068.2					$	4.64

(1) These non-GAAP adjustments remove the impact of acquisition-related amortization of intangible assets, the recurring fair value remeasurements of the contingent consideration liability, if any, amortization of acquired investment and non-controlling interest basis differences and amortization of compensation-related arrangements. We believe adjusting for these charges helps the reader's ability to understand our core operating results and increases comparability period to period.

(2) This non-GAAP adjustment eliminates the compensation expense impact from market valuation changes in deferred compensation liabilities, including the supplemental savings plan and, starting in the fourth quarter of 2024, restricted fund units, and the related net gains (losses) on investments used as economic hedges against the related liabilities. The liabilities are adjusted based on the performance of hypothetical investments selected by participants. We use investment products to economically hedge the market risk associated with the supplemental savings plan liability and the expected settlement value of unvested restricted fund units. We believe it is useful to offset the non-operating investment income

Page 36

(loss) of the hedges against the related compensation expense and remove the net impact to help the reader's ability to understand the firm's core operating results and to increase comparability period to period.

(3) This non-GAAP adjustment removes the impact of the consolidated investment products by adding back their operating expenses and subtracting their investment income. The operating expense adjustment represents their operating expenses net of related investment advisory and administrative fees. The adjustment to net income attributable to T. Rowe Price Group, Inc. represents the consolidated investment products' net income, net of redeemable non-controlling interests. We believe this adjustment helps the reader’s ability to understand our core operating results and increases comparability period to period.

(4) This non-GAAP adjustment removes non-operating income (loss) earned on those investments that are not economic hedges for the deferred compensation liabilities and are not part of the cash and discretionary investment portfolio. We retain gains from cash and discretionary investments in our non-GAAP measures, as they are considered part of our core operations. We believe adjusting for the remaining non-operating income (loss) helps the reader’s ability to understand the firm's core operating results and increases comparability period to period. Additionally, we do not emphasize this portion of non-operating income (loss) when assessing the firm's performance.

(5) The income tax impacts were calculated in order to achieve an overall year-to-date non-GAAP effective tax rate of 24.0% in 2025 and 24.3% in 2024. As such, the non-GAAP effective tax rate for the second quarter was 23.4% in 2025 and 24.6% in 2024.

(6) This non-GAAP measure was calculated by applying the two-class method to adjusted net income attributable to T. Rowe Price Group, Inc. divided by the weighted-average common shares outstanding assuming dilution. The calculation of adjusted net income allocated to common stockholders is as follows:

			Three months ended									Six months ended
(in millions)			6/30/2025			6/30/2024						6/30/2025			6/30/2024
Adjusted net income attributable to T. Rowe Price Group, Inc.			$	506.8		$	519.7					$	1,016.1		$	1,068.2
Less: adjusted net income allocated to outstanding restricted stock and stock unit holders			12.5			13.9						25.4			29.1
Adjusted net income allocated to common stockholders			$	494.3		$	505.8					$	990.7		$	1,039.1

CAPITAL RESOURCES AND LIQUIDITY.

Sources of Liquidity

We have ample liquidity, including cash and investments in T. Rowe Price products, as follows:

(in millions)			6/30/2025						12/31/2024
Cash and cash equivalents			$	3,058.9					$	2,649.8
Discretionary investments			749.6						457.1
Total cash and discretionary investments			3,808.5						3,106.9
Redeemable seed capital investments			1,101.2						1,262.3
Investments used to hedge the deferred compensation liabilities			1,123.7						1,110.9
Total cash and investments in T. Rowe Price products			$	6,033.4					$	5,480.1

Our discretionary investment portfolio is primarily comprised of short duration bond funds, which typically yield higher than money market rates. Our subsidiaries outside the United States held cash and discretionary investments of $741.7 million at June 30, 2025 and $653.9 million at December 31, 2024. Given the availability of our financial resources and cash expected to be generated through future operations, we do not maintain an available external source of additional liquidity.

Our seed capital investments are redeemable, although we generally expect to be invested for several years for the products to build an investment performance history and until unrelated third-party investors substantially reduce our relative ownership percentage.

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The cash and investment presentation on the unaudited consolidated balance sheet is based on the accounting treatment for the cash equivalent or investment item. The following table details how T. Rowe Price Group, Inc.’s interests in cash and investments relate to where they are presented on the unaudited consolidated balance sheet as of June 30, 2025.

(in millions)			Cash and cash equivalents						Investments						Net assets of consolidated investment products**(1)**						Total
Cash and discretionary investments			$	3,058.9					$	739.2					$	10.4					$	3,808.4
Seed capital investments			—						329.0						772.2						1,101.2
Investments used to hedge the deferred compensation liabilities			—						1,097.9						25.8						1,123.7
Total cash and investments in T. Rowe Price products attributable to T. Rowe Price Group, Inc.			3,058.9						2,166.1						808.4						6,033.4
Investments in affiliated private investment funds(2)			—						661.9						—						661.9
Investments in CLOs			—						52.8						—						52.8
Investment in UTI and other investments			—						479.1						—						479.1
Total cash and investments attributable to T. Rowe Price Group, Inc.			3,058.9						3,359.9						808.4						7,227.2
Redeemable non-controlling interests			—						—						1,099.1						1,099.1
As reported on unaudited consolidated balance sheet at June 30, 2025			$	3,058.9					$	3,359.9					$	1,907.5					$	8,326.3

(1) The consolidated investment products are generally those products we provided seed capital at the time of their formation and we have a controlling interest. These products generally represent U.S. mutual funds, ETFs, and funds regulated outside the U.S. The $808.4 million represents the total value at June 30, 2025 of our interest in the consolidated investment products. The total net assets of the T. Rowe Price investment products at June 30, 2025 of $1,907.5 million includes assets of $1,989.0 million, less liabilities of $81.5 million as reflected in our unaudited consolidated balance sheets.

(2) Includes $153.3 million of non-controlling interests in consolidated entities held by related parties, and we cannot sell in order to obtain cash for general operations.

Our unaudited consolidated balance sheet includes the cash, investments, and other assets and liabilities of our consolidated investment products, which includes any redeemable non-controlling interests held by third-party investors. While we can redeem our net interest in these investment products at any time, we cannot directly access or sell their assets for general operations, and their assets are not available to our general creditors. Our interest typically serves as initial seed capital and is reclassified as discretionary when management decides the seed capital is no longer needed. We evaluate these discretionary investment products and aim to liquidate our interest without affecting the product or unrelated third-party investors.

Uses of Liquidity

We increased our quarterly recurring dividend per common share in February 2025 by 2.4% to $1.27 per common share from $1.24 per common share. Further, we expended $326.1 million in the first half of 2025 to repurchase 3.4 million shares of our outstanding common stock, at an average price of $97.30 per share. These dividends and repurchases were expended using existing cash balances and cash generated from operations. While opportunistic in our approach to stock buybacks, we will generally repurchase our common stock over time to offset the dilution created by our equity-based compensation plans.

Since the end of 2022, we have returned over $3.7 billion to stockholders through stock repurchases and regular quarterly dividends, as follows:

(in millions)			Recurring dividend												Stock repurchases						Total cash returned to stockholders
2023			$	1,121.9											$	254.3					$	1,376.2
2024			1,135.2												334.5						1,469.7
Six months ended 6/30/2025			574.9												326.1						901.0
Total			$	2,832.0											$	914.9					$	3,746.9

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We anticipate property, equipment, software and other capital expenditures, including internal labor capitalization, for the full-year 2025 to be about $282 million of which over 80% is planned for technology initiatives. We expect to fund our anticipated capital expenditures with operating cash flows and other available resources.

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Cash Flows

The following table summarizes the cash flows for the six months ended June 30, 2025 and 2024, that are attributable to T. Rowe Price Group, Inc., our consolidated investment products, and the related eliminations required in preparing the statement.

			Six months ended
			6/30/2025																								6/30/2024
(in millions)			Cash flow attributable to T. Rowe Price Group, Inc.						Cash flow attributable to consolidated investment products						Elims						As reported						Cash flow attributable to T. Rowe Price Group, Inc.						Cash flow attributable to consolidated investment products						Elims						As reported
Cash flows from operating activities
Net income (loss)			$	995.7					$	105.6					$	(40.1)					$	1,061.2					$	1,057.2					$	75.9					$	(54.4)					$	1,078.7
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation, amortization and impairments of property, equipment and software			132.9						—						—						132.9						126.3						—						—						126.3
Amortization and impairment of acquisition-related assets and retention agreements			116.4						—						—						116.4						124.1						—						—						124.1
Stock-based compensation expense			96.9						—						—						96.9						112.6						—						—						112.6
Net (gains) losses recognized on investments			(213.9)						—						40.1						(173.8)						(267.8)						—						54.4						(213.4)
Total non-cash adjustments			132.3						—						40.1						172.4						95.2						—						54.4						149.6
Net redemptions in T. Rowe Price investment products used to economically hedge deferred compensation liabilities			45.8						—						25.5						71.3						15.1						—						—						15.1
Net change in trading securities held by consolidated investment products			—						(409.5)						—						(409.5)						—						(218.0)						—						(218.0)
Other changes			272.6						(2.1)						(3.1)						267.4						302.9						(1.5)						(11.8)						289.6
Net cash provided by (used in) operating activities			1,446.4						(306.0)						22.4						1,162.8						1,470.4						(143.6)						(11.8)						1,315.0
Net cash provided by (used in) investing activities			(144.9)						(1.1)						89.2						(56.8)						(75.7)						(13.1)						(4.6)						(93.4)
Net cash provided by (used in) financing activities			(892.4)						316.7						(111.6)						(687.3)						(746.4)						154.5						16.4						(575.5)
Effect of exchange rate changes on cash and cash equivalents of consolidated investment products			—						(1.1)						—						(1.1)						—						(1.1)						—						(1.1)
Net change in cash and cash equivalents during period			409.1						8.5						—						417.6						648.3						(3.3)						—						645.0
Cash and cash equivalents at beginning of year			2,649.8						63.1						—						2,712.9						2,066.6						77.2						—						2,143.8
Cash and cash equivalents at end of period			$	3,058.9					$	71.6					$	—					$	3,130.5					$	2,714.9					$	73.9					$	—					$	2,788.8

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Operating Activities

Operating activities attributable to T. Rowe Price Group, Inc. provided cash flows of $1,446.4 million during the first half of 2025, a decrease of $24.0 million from $1,470.4 million provided during the 2024 period. The decrease was primarily driven by a $61.5 million decrease in net income and a $30.3 million decrease in cash flows related to timing differences in the cash settlement of our assets and liabilities. These decreases in operating cash flows were offset in part by a $37.1 million increase in the add-back for non-cash items as detailed in the table above. Additionally, in 2025, net redemptions from certain investment products that economically hedge our deferred compensation liabilities were $30.7 million higher as compared to the 2024 period. The remaining change in reported cash flows from operating activities was attributable to the net change in trading securities held in our consolidated investment products’ underlying portfolios.

Our interim operating cash flows does not include the cash impact of variable compensation that is accrued throughout the year before being substantially paid out in December.

Investing Activities

Net cash used in investing activities attributable to T. Rowe Price Group, Inc. totaled $144.9 million in 2025 compared with $75.7 million in 2024. In 2025, we decreased our property and equipment expenditures by $61.6 million and decreased other investing activity by $20.9 million compared to the 2024 period. Partially offsetting these decreases was lower net proceeds from the sale of sponsored investment products. During 2025, we had net proceeds from the sale of investments of $20.3 million compared to $172.0 million during the 2024 period. We eliminate our capital in our consolidated investment products in preparing our consolidated statements of cash flows. The remaining change in reported cash flows from investing activities of $12.0 million is related to the net cash removed from our unaudited consolidated balance sheet from consolidating and deconsolidating investment products.

Financing Activities

Net cash used in financing activities attributable to T. Rowe Price Group, Inc. totaled $892.4 million in 2025 compared with $746.4 million in 2024. During 2025, we used $328.3 million to repurchase 3.4 million shares compared to $195.5 million to repurchase 1.7 million shares in 2024. The $5.4 million increase in dividends paid in 2025 was a result of the 2.4% increase in our quarterly dividend per share over prior year. The remaining change in reported cash flows from financing activities was primarily attributable to a $34.2 million increase in net subscriptions from redeemable non-controlling interest holders of our consolidated investment products during 2025.

CRITICAL ACCOUNTING POLICIES.

The preparation of financial statements often requires the selection of specific accounting methods and policies from among several acceptable alternatives. Further, significant estimates and judgments may be required in selecting and applying those methods and policies in the recognition of the assets and liabilities in our unaudited consolidated balance sheets, the revenues and expenses in our unaudited consolidated statements of income, and the information that is contained in our significant accounting policies and notes to the unaudited consolidated financial statements. Making these estimates and judgments requires the analysis of information concerning events that may not yet be complete and of facts and circumstances that may change over time. Accordingly, actual amounts or future results can differ materially from those estimates that we include currently in our unaudited consolidated financial statements, significant accounting policies, and notes.

There have been no material changes in the critical accounting policies previously identified in our 2024 Annual Report on Form 10-K.

NEWLY-ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

See Note 1 - The Company and Basis of Preparation note within Item 1. Financial Statements for a discussion of newly issued but not yet adopted accounting guidance.

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FORWARD-LOOKING INFORMATION.

From time to time, information or statements provided by or on behalf of T. Rowe Price Group, Inc., including those within this report, may contain certain forward-looking information, including information or anticipated information relating to: our revenues, net income, and earnings per share of common stock; changes in the amount and composition of our assets under management; our expense levels, tax rate, dividends, stock repurchases, investments, new products and services, capital expenditures, changes in our effective fee rate, and potential transactions; legal or regulatory developments; geopolitical instability; interest rates and currency fluctuations; our expectations regarding financial markets and other industry or market conditions. Readers are cautioned that any forward-looking information provided by or on behalf of T. Rowe Price Group, Inc. is not a guarantee of future performance. Actual results may differ materially from those in forward-looking information because of various factors including, but not limited to, those discussed below and in Item 1A, Risk Factors, included in our Form 10-K Annual Report for 2024. Further, forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events.

Our future revenues and results of operations will fluctuate primarily due to changes in the total value and composition of assets under our management. Such changes result from many factors, including, among other things: client-related cash inflows and outflows in our products, performance fees, capital allocation-based income, fluctuations in global financial markets that result in appreciation or depreciation of the assets under our management, our introduction of new investment products, and changes in retirement savings trends relative to participant-directed investments and defined contribution plans.

The ability to attract and retain investors’ assets under our management is dependent on investor sentiment and confidence, including changes in sentiment and confidence that may result from U.S. trade policies, market volatility and economic outlook; the relative investment performance of the T. Rowe Price mutual funds and other managed investment products as compared with competing offerings and market indexes; the ability to maintain our investment management and administrative fees at appropriate levels; the impact of changes in interest rates and inflation; competitive conditions in the mutual fund, asset management, and broader financial services sectors; our level of success in implementing our strategy to expand our business; and our ability to attract and retain key personnel. Our revenues are substantially dependent on fees earned under contracts with the T. Rowe Price funds and could be adversely affected if the independent directors of one or more of the T. Rowe Price funds terminated or significantly altered the terms of the investment management or related administrative services agreements. Non-operating investment income will also fluctuate primarily due to the size of our investments, changes in their market valuations, and any other-than-temporary impairments that may arise or, in the case of our equity method investments, our proportionate share of the investees’ net income.

Our future results are also dependent upon the level of our expenses, which are subject to fluctuation for the following or other reasons: changes in the level of our advertising and promotion expenses in response to market conditions, including our efforts to expand our investment advisory business to investors outside the U.S. and to further penetrate our distribution channels within the U.S.; the pace and level of spending to support key strategic priorities; variations in the level of total compensation expense due to, among other things, bonuses, restricted stock units and other equity grants, other incentive awards, our supplemental savings plan, changes in our employee count and mix, and competitive factors; any goodwill, intangible asset or other asset impairment that may arise; fluctuation in foreign currency exchange rates applicable to the costs of our international operations; expenses and capital costs, such as technology assets, depreciation, amortization, and research and development, incurred to maintain and enhance our administrative and operating services infrastructure; the timing of the assumption of all third party research payments, unanticipated costs that may be incurred to protect investor accounts and the goodwill of our clients; and disruptions of services, including those provided by third parties, such as fund and product recordkeeping, facilities, communications, power, and the mutual fund transfer agent and accounting systems, as a result of extreme events, cyberattacks or otherwise.

Our business is also subject to substantial governmental regulation, and changes in legal, regulatory, accounting, tax, and compliance requirements may have a substantial effect on our operations and results, including, but not limited to, effects on costs that we incur and effects on investor interest in investment products and investing in general or in particular classes of mutual funds or other investments.

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