Item 1. Financial Statements.

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Item 1. Financial Statements.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(in millions, except share data)


	3/31/2026		12/31/2025
ASSETS
Cash and cash equivalents	$	3,729.8	$	3,378.2
Accounts receivable and accrued revenue	909.9		931.2
Investments	3,167.1		3,325.2
Assets of consolidated investment products ($1,550.8 million at March 31, 2026 and $1,596.1 million at December 31, 2025, related to variable interest entities)	1,954.5		1,951.0
Operating lease assets	377.7		382.9
Property, equipment and software, net	818.5		845.3
Intangible assets, net	260.5		274.2
Goodwill	2,642.8		2,642.8
Other assets	532.2		611.0
Total assets	$	14,393.0	$	14,341.8

LIABILITIES
Accounts payable and accrued expenses	$	369.5	$	352.7
Liabilities of consolidated investment products ($98.0 million at March 31, 2026 and $14.2 million at December 31, 2025, related to variable interest entities)	113.5		21.3
Operating lease liabilities	438.1		447.2
Accrued compensation and related costs	334.9		235.7
Deferred compensation liabilities	1,129.2		1,176.8

Income taxes payable	132.4		54.9
Total liabilities	2,517.6		2,288.6

Commitments and contingent liabilities

Redeemable non-controlling interests	940.2		1,036.0

STOCKHOLDERS' EQUITY
Preferred stock, undesignated, $0.20 par value — authorized and unissued 20,000,000 shares	—		—
Common stock, $0.20 par value — authorized 750,000,000; issued 214,880,000 shares at March 31, 2026 and 218,565,000 at December 31, 2025	43.1		43.8
Additional capital in excess of par value	—		—
Retained earnings	10,786.1		10,866.8
Accumulated other comprehensive loss	(51.6)		(50.5)
Total stockholders' equity attributable to T. Rowe Price Group	10,777.6		10,860.1
Non-controlling interests in consolidated entities	157.6		157.1
Total permanent stockholders' equity	10,935.2		11,017.2
Total liabilities, redeemable non-controlling interests, and permanent stockholders' equity	$	14,393.0	$	14,341.8

The accompanying notes are an integral part of these statements.

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UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per-share amounts)


	Three months ended
	3/31/2026		3/31/2025
Revenues
Investment advisory fees	$	1,683.0	$	1,598.4
Performance-based advisory fees	7.5		10.4
Capital allocation-based income	28.1		(1.2)
Administrative, distribution, servicing, and other fees	138.4		156.3
Net revenues	1,857.0		1,763.9

Operating expenses
Compensation and related costs	659.7		664.5
Distribution and servicing costs	99.3		93.6
Advertising and promotion costs	18.4		26.1
Product and recordkeeping related costs	74.3		83.8
Technology, occupancy, and facility costs	204.4		181.2
General, administrative, and other costs	92.4		89.7

Acquisition-related amortization and impairment costs	18.0		28.7
Restructuring charge	10.0		—
Total operating expenses	1,176.5		1,167.6

Net operating income	680.5		596.3

Non-operating income (loss)
Net gains (losses) on investments	(6.1)		31.9
Net gains (losses) on consolidated investment products	(41.4)		31.9
Other gains (losses), including foreign currency gains (losses)	(0.8)		6.9
Total non-operating income (loss)	(48.3)		70.7

Income before income taxes	632.2		667.0
Provision for income taxes	148.1		161.9
Net income	484.1		505.1
Less: net income (loss) attributable to redeemable non-controlling interests	(14.1)		14.6
Net income attributable to T. Rowe Price Group, Inc.	498.2		490.5

Earnings per share on common stock of T. Rowe Price Group, Inc.
Basic	$	2.23	$	2.15
Diluted	$	2.23	$	2.15

The accompanying notes are an integral part of these statements.

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UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)


	Three months ended
	3/31/2026		3/31/2025
Net income	$	484.1	$	505.1
Other comprehensive income (loss)
Currency translation adjustments
Consolidated investment products—variable interest entities	(1.4)		7.7
Reclassification (gains) losses recognized in non-operating income upon deconsolidation of certain investment products	(0.2)		—
Total currency translation adjustments of consolidated investment products—variable interest entities	(1.6)		7.7
Equity method investments	(0.6)		(4.3)











Other comprehensive income (loss) before income taxes	(2.2)		3.4
Net deferred tax (expense) benefit	0.4		(0.5)
Total other comprehensive income (loss)	(1.8)		2.9
Total comprehensive income	482.3		508.0
Less: comprehensive income (loss) attributable to redeemable non-controlling interests	(14.8)		17.7
Comprehensive income attributable to T. Rowe Price Group	$	497.1	$	490.3

The accompanying notes are an integral part of these statements.

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UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	Three months ended
	3/31/2026		3/31/2025
Cash flows from operating activities
Net income	$	484.1	$	505.1
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, amortization and impairment of property, equipment and software	68.8		63.6
Amortization and impairment of acquisition-related assets and retention arrangements	33.9		49.0

Stock-based compensation expense	49.1		50.3


Net (gains) losses recognized on investments	13.6		(8.3)
Net redemptions in investment products used to economically hedge deferred compensation liabilities	39.2		45.9
Net change in securities held by consolidated investment products	(168.9)		(163.0)
Other changes in assets and liabilities	304.5		90.3
Net cash provided by operating activities	824.3		632.9

Cash flows from investing activities
Purchases of sponsored investment products	(10.3)		(73.6)
Dispositions of sponsored investment products	82.6		119.8
Net cash of investment products upon deconsolidation	(0.5)		3.7
Additions to property, equipment and software	(62.0)		(82.0)

Other investing activity	49.8		(15.7)
Net cash provided by (used in) investing activities	59.6		(47.8)

Cash flows from financing activities
Repurchases of common stock	(333.5)		(215.2)
Common share issuances under stock-based compensation plans	0.1		15.2
Dividends paid to common stockholders and equity-unit holders	(289.1)		(289.5)
Net contributions (distributions) to non-controlling interests in consolidated entities	(10.9)		0.1
Net subscriptions from redeemable non-controlling interest holders	131.4		78.0
Net cash used in financing activities	(502.0)		(411.4)

Effect of exchange rate changes on cash and cash equivalents of consolidated investment products	(2.8)		0.9

Net change in cash and cash equivalents during period	379.1		174.6
Cash and cash equivalents at beginning of period, including $39.1 million at December 31, 2025, and $63.1 million at December 31, 2024, held by consolidated investment products	3,417.3		2,712.9
Cash and cash equivalents at end of period, including $66.6 million at March 31, 2026, and $50.8 million at March 31, 2025, held by consolidated investment products	$	3,796.4	$	2,887.5

The accompanying notes are an integral part of these statements.

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UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(shares in thousands; dollars in millions)


	Three months ended 3/31/2026
	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, 2025	218,565	$	43.8	$	—	$	10,866.8	$	(50.5)	$	10,860.1	$	157.1	$	11,017.2	$	1,036.0
Net income (loss)	—	—		—		498.2		—		498.2		11.4		509.6		(14.1)
Other comprehensive loss, net of tax	—	—		—		—		(1.1)		(1.1)		—		(1.1)		(0.7)
Dividends declared ($1.30 per share)	—	—		—		(288.4)		—		(288.4)		—		(288.4)		—

Common stock-based compensation plans activity:
Shares issued upon option exercises	4	—		0.3		—		—		0.3		—		0.3		—


Net shares issued upon vesting of restricted stock units	5	—		(0.2)		—		—		(0.2)		—		(0.2)		—

Stock-based compensation expense	—	—		49.1		—		—		49.1		—		49.1		—
Restricted stock units issued as dividend equivalents	—	—		0.2		(0.2)		—		—		—		—		—
Common shares repurchased	(3,694)	(0.7)		(49.4)		(290.3)		—		(340.4)		—		(340.4)		—
Net distributions to non-controlling interests in consolidated entities	—	—		—		—		—		—		(10.9)		(10.9)		—

Net subscriptions into T. Rowe Price investment products	—	—		—		—		—		—		—		—		117.1
Net deconsolidations of T. Rowe Price investment products	—	—		—		—		—		—		—		—		(198.1)
Balances at March 31, 2026	214,880	$	43.1	$	—	$	10,786.1	$	(51.6)	$	10,777.6	$	157.6	$	10,935.2	$	940.2


	Three months ended 3/31/2025
	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 (loss)	—	—		—		490.5		—		490.5		(0.4)		490.1		14.6
Other comprehensive income (loss), net of tax	—	—		—		—		(0.2)		(0.2)		—		(0.2)		3.1
Dividends declared ($1.27 per share)	—	—		—		(288.8)		—		(288.8)		—		(288.8)		—

Common stock-based compensation plans activity:
Shares issued upon option exercises	231	—		15.2		—		—		15.2		—		15.2		—


Net shares issued upon vesting of restricted stock units	5	—		(0.2)		—		—		(0.2)		—		(0.2)		—

Stock-based compensation expense	—	—		50.3		—		—		50.3		—		50.3		—
Restricted stock units issued as dividend equivalents	—	—		0.1		(0.1)		—		—		—		—		—
Common shares repurchased	(2,141)	(0.4)		(217.1)		—		—		(217.5)		—		(217.5)		—
Net contributions from non-controlling interests in consolidated entities	—	—		—		—		—		—		0.1		0.1		—

Net subscriptions into T. Rowe Price investment products	—	—		—		—		—		—		—		—		90.6
Net deconsolidations of T. Rowe Price investment products	—	—		—		—		—		—		—		—		(75.1)
Balances at March 31, 2025	221,061	$	44.2	$	160.2	$	10,242.2	$	(51.9)	$	10,394.7	$	160.4	$	10,555.1	$	977.2

(1) Accumulated other comprehensive income

The accompanying notes are an integral part of these statements.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

T. Rowe Price Group derives its consolidated revenues and net income primarily from investment advisory services that its subsidiaries provide globally to individual and institutional investors that invest 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 other advisory services.

The investment solutions are provided in a number of vehicles including the T. Rowe Price U.S. mutual funds (U.S. mutual funds), subadvised funds, separately managed accounts, collective investment trusts, exchange-traded funds, and other sponsored products. The other sponsored products include: open-ended investment products offered to investors outside the U.S., products offered through variable annuity life insurance plans in the U.S., affiliated private investment funds, business development companies, an interval fund, and collateralized loan obligations.

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 impact our revenues and results of operations.

BASIS OF PREPARATION.

These unaudited consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States. These principles require the use of estimates and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of our results for the interim periods presented. All such adjustments are of a normal recurring nature. Actual results may vary from our estimates.

Certain prior‑period technology-related professional fees and servicing costs have been reclassified from general, administrative, and other costs to technology, occupancy, and facilities costs to conform with current year presentation. The new presentation better aligns the nature of the expenses following our decision to outsource and expand certain technology capabilities through trusted vendor partnerships. The amount reclassified for the first quarter of 2025 was $13.6 million. While the presentation of certain expense categories changed, the reclassifications did not impact previously reported total operating expenses, operating income, net income, or cash flows.

The unaudited financial information contained in these consolidated financial statements should be read in conjunction with the consolidated financial statements contained in our 2025 Annual Report.

NEWLY ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE.

In November 2024, the FASB issued Accounting Standards Update No. 2024-03 - Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-4): Disaggregation of Income Statement Expenses, which requires disclosures of additional information and disaggregation of certain expenses included in the income statement. The guidance is effective for the firm on January 1, 2027, and allows for either a prospective or retrospective approach on adoption. 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 are currently evaluating the impact the adoption will have on our financial statements and have not yet determined our transition approach.

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We have considered all other newly issued accounting guidance that is applicable to our operations and the preparation of our unaudited consolidated financial statements, including those we have not yet adopted. We do not believe that any such guidance has or will have a material effect on our financial position or results of operations.

NOTE 2 – INFORMATION ABOUT RECEIVABLES, REVENUES, AND SERVICES.

Net revenues earned in the first quarter of 2026 and 2025 are included in the table below along with details of investment advisory revenues by underlying asset class. We also included average assets under management by asset class, on which we earn investment advisory fees.


	Three months ended
(in millions)	3/31/2026		3/31/2025
Investment advisory fees
Equity	$	974.7	$	959.2
Fixed income, including money market	111.8		103.6
Multi-asset	509.1		454.7
Alternatives	87.4		80.9
Total investment advisory fees	$	1,683.0	$	1,598.4
Performance-based advisory fees	7.5		10.4
Capital allocation-based income	28.1		(1.2)
Administrative, distribution, servicing, and other fees	138.4		156.3
Net revenues	$	1,857.0	$	1,763.9

Average AUM (in billions):
Equity	$	861.2	$	826.3
Fixed income, including money market	213.7		191.6
Multi-asset	641.8		549.7
Alternatives	59.1		52.7
Average AUM	$	1,775.8	$	1,620.3

Total net revenues earned from sponsored investment products totaled $1,574.5 million and $1,471.3 million for the three months ended March 31, 2026 and 2025, respectively. Accounts receivable from these products aggregate to $678.7 million at March 31, 2026 and $664.2 million at December 31, 2025.

Investors that we serve are primarily domiciled in the U.S.; investment advisory clients outside the U.S. account for 8.6% at March 31, 2026 and 8.8% at December 31, 2025 of our assets under management.

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NOTE 3 – INVESTMENTS.

The carrying values of our investments that are not consolidated investment products are as follows:


(in millions)	3/31/2026		12/31/2025
Investments held at fair value
T. Rowe Price investment products
Discretionary investments	$	459.5	$	463.7
Redeemable seed capital investments	317.3		316.1
Investments used to hedge the deferred compensation liabilities	1,169.8		1,243.3
Investment partnerships and other investments	70.6		154.7
Investments in affiliated collateralized loan obligations	1.8		3.2
Equity method investments


T. Rowe Price investment products - redeemable seed capital investments	18.1		8.3

Investment in UTI Asset Management Company Limited (India)	165.7		162.8
Investments in affiliated private investment funds - carried interest	377.4		390.3
Investments in affiliated private investment funds - seed/co-investment	304.7		304.7

Investment partnerships and other investments	209.3		204.9
Held to maturity
Investments in affiliated collateralized loan obligations	21.5		21.8
Certificates of deposit	50.4		50.4
U.S. Treasury note	1.0		1.0
Total	$	3,167.1	$	3,325.2

During the three months ended March 31, 2026 and 2025, certain T. Rowe Price investment products in which we provided initial seed capital at the time of formation were deconsolidated, as we no longer had a controlling interest. Depending on our ownership interest, we report our residual interests in these T. Rowe Price investment products as either an equity method investment or an investment held at fair value. The net impact on our unaudited consolidated balance sheets and statements of income as of the dates the products were deconsolidated or reconsolidated is detailed below.


	Three months ended
(in millions)	3/31/2026		3/31/2025
Net decrease in assets of consolidated investment products	$	(255.9)	$	(422.7)
Net decrease in liabilities of consolidated investment products	$	(1.4)	$	(23.5)
Net decrease in redeemable non-controlling interests	$	(198.1)	$	(75.1)

Net gains recognized upon deconsolidation	$	0.2	$	—

The net gains recognized upon deconsolidation were the result of reclassifying currency translation adjustments accumulated on certain consolidated investment products with non-USD functional currencies from accumulated other comprehensive income to non-operating income.

INVESTMENTS AT FAIR VALUE

The investment partnerships and other investments held at fair value are valued using net asset value (NAV) per share as a practical expedient or using the measurement alternative. Our interests in the investment partnerships are generally not redeemable and are subject to significant transferability restrictions. The underlying investments of these partnerships have contractual terms through 2034, though we may receive distributions of liquidating assets over a longer term. The investment strategies of these partnerships include growth equity, buyout, venture capital, and real estate.

During the three months ended March 31, 2026, we recognized $52.9 million of net unrealized losses on investments held at fair value that were still held at March 31, 2026. For the same period of 2025, we recognized $27.3 million of net unrealized losses on investments held at fair value that were still held at March 31, 2025.

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VARIABLE INTEREST ENTITIES.

Our fair value and equity method investments at March 31, 2026 and 2025 include interests in variable interest entities that we do not consolidate as we are not deemed the primary beneficiary. Our maximum risk of loss related to our involvement with these entities is as follows:


(in millions)	3/31/2026		12/31/2025
Investment carrying values	$	989.7	$	978.7
Unfunded capital commitments	191.9		199.3
Accounts receivable	115.6		113.3
Maximum risk of loss	$	1,297.2	$	1,291.3

We have unfunded capital commitments, totaling $191.9 million at March 31, 2026 and $199.3 million at December 31, 2025, related primarily to the affiliated private investment funds and the investment partnerships in which we have an existing investment. In addition to such amounts, a percentage of prior distributions may be recalled under certain circumstances.

Investments in affiliated private investment funds - carried interest represent interests in the general partners of affiliated private investment funds that are entitled to a disproportionate allocation of income, also known as carried interest. The entities that hold these interests (carried interest entities) are considered variable interest entities and are consolidated as T. Rowe Price is determined to be the primary beneficiary. The total assets, liabilities and non-controlling interests of these carried interest entities as of March 31, 2026 and December 31, 2025 are as follows:


(in millions)	3/31/2026		12/31/2025
Assets	$	420.6	$	438.7
Liabilities	$	0.7	$	5.8
Non-controlling interest	$	157.6	$	157.1

INVESTMENTS IN AFFILIATED COLLATERALIZED LOAN OBLIGATIONS.

There is debt associated with our investments in affiliated collateralized loan obligations. The debt outstanding is related to repurchase agreements of €18.6 million at March 31, 2026, compared to €18.6 million at December 31, 2025 (equivalent to $21.5 million at March 31, 2026 and $21.8 million at December 31, 2025 at the respective EUR spot rates) that are collateralized by the CLO investments and reported in accounts payable and accrued expenses in our consolidated balance sheets. These repurchase agreements bear interest at rates based on EURIBOR plus the initial margin, which equals all-in rates ranging from 3.0% to 10.9% as of March 31, 2026. The debt matures on various dates through 2035 or if the investments are paid back in full or cancelled, whichever is sooner.

NOTE 4 – FAIR VALUE MEASUREMENTS.

We determine the fair value of our cash equivalents and certain investments held at fair value using the following broad levels of inputs as defined by related accounting standards:

Level 1 – quoted prices in active markets for identical financial instruments accessible at the reporting date.

Level 2 – observable inputs other than Level 1 quoted prices including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads. These inputs are based on market data obtained from independent sources.

Level 3 – unobservable inputs reflecting our own assumptions based on the best information available. The inputs into the determination of fair value require significant management judgment or estimation. Investments in this category generally include investments for which there is not an actively-traded market. There are no level 3 investments at March 31, 2026 and December 31, 2025.

These levels are not necessarily an indication of the risk or liquidity associated with our investments. The following table summarizes our investments and liabilities that are recognized in our unaudited consolidated balance sheets

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using fair value measurements determined based on the differing levels of inputs. This table excludes investments held by the consolidated investment products, which are presented separately in our unaudited consolidated balance sheets and are detailed in Note 5.


	3/31/2026				12/31/2025
(in millions)	Level 1		Level 2			Level 1		Level 2
T. Rowe Price investment products
Cash equivalents held in money market funds	$	3,316.6	$	—		$	3,049.0	$	—
Discretionary investments	459.5		—			463.7		—
Redeemable seed capital investments	261.3		56.0			258.6		57.5
Investments used to hedge the deferred compensation liabilities	1,169.8		—			1,243.3		—
Other investments	0.8		—			0.3		—
Investments in affiliated collateralized loan obligations	—		1.8			—		3.2
Total	$	5,208.0	$	57.8		$	5,014.9	$	60.7

The fair value hierarchy level table above does not include the investment partnerships and other investments for which fair value is estimated using their NAV per share as a practical expedient or the measurement alternative. The carrying value of these investments as disclosed in Note 3 were $69.8 million at March 31, 2026 and $154.4 million at December 31, 2025.

NOTE 5 – CONSOLIDATED INVESTMENT PRODUCTS.

The investment products that we consolidate in our consolidated financial statements are generally those products we provided initial seed capital at the time of their formation and have a controlling interest. Our U.S. mutual funds and certain other products are considered voting interest entities, while those regulated outside the U.S. are considered variable interest entities.

The following table details the net assets of the consolidated investment products:


	3/31/2026						12/31/2025
(in millions)	Voting interest entities		Variable interest entities		Total		Voting interest entities		Variable interest entities		Total
Cash and cash equivalents(1)	$	5.3	$	61.3	$	66.6	$	3.0	$	36.1	$	39.1
Investments(2)	382.6		1,466.7		1,849.3		344.3		1,541.2		1,885.5
Other assets	15.8		22.8		38.6		7.6		18.8		26.4
Total assets	403.7		1,550.8		1,954.5		354.9		1,596.1		1,951.0
Liabilities	15.5		98.0		113.5		7.1		14.2		21.3
Net assets	$	388.2	$	1,452.8	$	1,841.0	$	347.8	$	1,581.9	$	1,929.7

Attributable to T. Rowe Price Group	$	276.4	$	624.4	$	900.8	$	269.8	$	623.9	$	893.7
Attributable to redeemable non-controlling interests	111.8		828.4		940.2		78.0		958.0		1,036.0
	$	388.2	$	1,452.8	$	1,841.0	$	347.8	$	1,581.9	$	1,929.7

(1) Cash and cash equivalents includes $3.5 million at March 31, 2026 and $2.5 million at December 31, 2025 of investments in

T. Rowe Price money market mutual funds.

(2) Investments include $86.8 million at March 31, 2026 and $61.7 million at December 31, 2025 of other T. Rowe Price investment products.

Although we can generally redeem our net interest in the consolidated investment products at any time, we cannot directly access or sell the assets held by these products to obtain cash for general operations. Additionally, the assets of these investment products are not available to our general creditors.

Since third-party investors in these investment products have no recourse to our credit, our overall risk related to the net assets of consolidated investment products is limited to valuation changes associated with our net interest.

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However, we are required to recognize the valuation changes associated with all underlying investments held by these products in our consolidated statements of income and disclose the portion attributable to unrelated third-party investors as net income attributable to redeemable non-controlling interests.

The operating results of the consolidated investment products for the three months ended March 31, 2026 and 2025 are reflected in our unaudited consolidated statements of income as follows:


	Three months ended
	3/31/2026						3/31/2025
(in millions)	Voting interest entities		Variable interest entities		Total		Voting interest entities		Variable interest entities		Total
Operating expenses reflected in net operating income	$	(0.2)	$	(2.5)	$	(2.7)	$	(0.2)	$	(2.3)	$	(2.5)
Net investment income (loss) reflected in non-operating income (loss)	(3.0)		(38.4)		(41.4)		15.1		16.8		31.9
Impact on income before taxes	$	(3.2)	$	(40.9)	$	(44.1)	$	14.9	$	14.5	$	29.4

Net income (loss) attributable to T. Rowe Price Group	$	(2.8)	$	(27.2)	$	(30.0)	$	10.2	$	4.6	$	14.8
Net income (loss) attributable to redeemable non-controlling interests	(0.4)		(13.7)		(14.1)		4.7		9.9		14.6
	$	(3.2)	$	(40.9)	$	(44.1)	$	14.9	$	14.5	$	29.4

The operating expenses of the consolidated investment products are reflected in general, administrative and other expenses. In preparing our unaudited consolidated financial statements, we eliminated operating expenses of $1.1 million and $1.4 million for the three months ended March 31, 2026 and 2025, respectively, against the investment advisory and administrative fees earned from these products. The net investment income (loss) reflected in non-operating income (loss) includes dividend and interest income as well as realized and unrealized gains and losses on the underlying securities held by the consolidated investment products.

The following table details the impact of these consolidated investment products on the individual lines of our unaudited consolidated statements of cash flows.


	Three months ended
	3/31/2026						3/31/2025
(in millions)	Voting interest entities		Variable interest entities		Total		Voting interest entities		Variable interest entities		Total
Net cash provided by (used in) operating activities	$	(80.6)	$	(58.5)	$	(139.1)	$	(79.6)	$	(57.5)	$	(137.1)
Net cash provided by (used in) investing activities	—		(0.5)		(0.5)		0.7		3.0		3.7
Net cash provided by (used in) financing activities	82.9		87.0		169.9		72.1		48.1		120.2
Effect of exchange rate changes on cash and cash equivalents of consolidated investment products	—		(2.8)		(2.8)		—		0.9		0.9
Net change in cash and cash equivalents during period	2.3		25.2		27.5		(6.8)		(5.5)		(12.3)
Cash and cash equivalents at beginning of year	3.0		36.1		39.1		7.2		55.9		63.1
Cash and cash equivalents at end of period	$	5.3	$	61.3	$	66.6	$	0.4	$	50.4	$	50.8

For the three months ended March 31, 2026, the net cash provided by (used in) financing activities includes $38.5 million of net subscriptions we made into the consolidated investment products, net of dividends received. For the three months ended March 31, 2025, the net cash provided by (used in) financing activities included $42.2 million of net subscriptions we made into the consolidated investment products, net of dividends received. These cash flows were eliminated in consolidation.

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FAIR VALUE MEASUREMENTS.

We determine the fair value of investments held by consolidated investment products using the following broad levels of inputs as defined by related accounting standards:

Level 1 – quoted prices in active markets for identical financial instruments accessible at the reporting date.

These levels are not necessarily an indication of the risk or liquidity associated with these investment holdings. The following table summarizes the investment holdings held by our consolidated investment products using fair value measurements determined based on the differing levels of inputs.


	3/31/2026				12/31/2025
(in millions)	Level 1		Level 2			Level 1		Level 2
Assets
Cash equivalents	$	4.8	$	—		$	2.8	$	—
Equity securities	339.4		268.8			475.2		376.5
Fixed income securities	—		1,144.2			—		1,002.5
Other investments	1.4		66.4			0.4		30.9
	$	345.6	$	1,479.4		$	478.4	$	1,409.9

Liabilities	$	(0.9)	$	(18.5)		$	(0.3)	$	(5.1)

The fair value hierarchy level table above does not include investments for which fair value is estimated using their measurement alternative. The carrying value of these investments were $29.1 million at March 31, 2026.

At March 31, 2026, we consolidated an affiliated private investment fund that has unfunded capital commitments of $187.9 million of which $44.1 million is attributable to T. Rowe Price Group.

NOTE 6 – GOODWILL AND INTANGIBLE ASSETS.

Goodwill and intangible assets consist of the following:



(in millions)	3/31/2026		12/31/2025
Goodwill	$	2,642.8	$	2,642.8
Indefinite-lived intangible assets - trade name	86.0		86.0
Indefinite-lived intangible assets - investment advisory agreements	62.3		62.3
Definite-lived intangible assets - investment advisory agreements	112.2		125.9
Total	$	2,903.3	$	2,917.0

Amortization and impairment expense for the definite-lived investment advisory agreements intangible assets was $13.7 million and $24.4 million for the three months ended March 31, 2026 and 2025, respectively. Estimated amortization expense for the definite-lived investment advisory agreements intangible assets for the five succeeding years is as follows:

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(in millions)
Remaining 2026	$	40.9
2027	39.1
2028	11.8
2029	8.8
2030 and after	11.6
	$	112.2

We evaluate the carrying amount of goodwill in our unaudited consolidated balance sheets for possible impairment on an annual basis in the fourth quarter or if triggering events occur that require us to evaluate for impairment earlier. No triggering events arose during the three months ended March 31, 2026.

NOTE 7 – LONG-TERM INCENTIVE COMPENSATION.

RESTRICTED STOCK UNITS.

The following table summarizes the status of, and changes in, our nonvested restricted stock units during the three months ended March 31, 2026.


	Restricted stock units	Weighted- average fair value
Nonvested at December 31, 2025	5,918,352	$	114.80
Time-based grants	10,421	$	104.71


Vested	(7,293)	$	122.95
Forfeited	(70,508)	$	117.57
Nonvested at March 31, 2026	5,850,972	$	114.74

Nonvested at March 31, 2026 includes performance-based restricted stock units of 384,080. These nonvested performance-based restricted stock units include 110,794 units for which the performance period has lapsed, and the performance threshold has been met.

FUTURE STOCK-BASED COMPENSATION EXPENSE.

The following table presents the compensation expense to be recognized over the requisite service period of the stock-based awards outstanding at March 31, 2026. Estimated future compensation expense will change to reflect future grants of restricted stock awards and units, future option grants, changes in the probability of performance thresholds being met and adjustments for actual forfeitures.


(in millions)

Second quarter 2026	$	48.5
Third quarter 2026	42.8
Fourth quarter 2026	37.2
2027	80.3
2028 through 2031	61.4
Total	$	270.2

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RESTRICTED FUND UNITS.

The following table summarizes changes in the restricted fund units liability, which is reported in deferred compensation liabilities on the unaudited consolidated balance sheet, for the three months ended March 31, 2025 and 2026.



(in millions)	2026		2025
Balance at beginning of period	$	54.7	$	14.7
Amortization of grant date value	18.3		11.8
Amortization of market appreciation (depreciation)	(1.5)		(0.5)
Forfeitures	(0.6)		—

Balance at March 31	$	70.9	$	26.0

The following table presents the compensation expense to be recognized over the requisite service period of the restricted fund units outstanding at March 31, 2026. Estimated future compensation expense will change to reflect future grants, changes in the market value of the restricted fund units, which is based on selected hypothetical investments, and adjustments for actual forfeitures. The grants outstanding will vest by 2030.


(in millions)

Second quarter 2026	$	17.5
Third quarter 2026	17.0
Fourth quarter 2026	13.8
2027	33.6
2028 through 2030	30.2
Total	$	112.1

NOTE 8 – EARNINGS PER SHARE CALCULATIONS.

The following table presents the reconciliation of net income attributable to T. Rowe Price Group to net income allocated to our common stockholders and the weighted-average shares that are used in calculating the basic and diluted earnings per share on our common stock. Weighted-average common shares outstanding assuming dilution reflects the potential dilution, determined using the treasury stock method, that could occur if outstanding stock options were exercised and non-participating stock awards vested. No outstanding stock options had an anti-dilutive impact on the diluted earnings per common share calculation in the periods presented.


	Three months ended
(in millions)	3/31/2026		3/31/2025
Net income attributable to T. Rowe Price Group	$	498.2	$	490.5
Less: net income allocated to outstanding restricted stock and stock unit holders	12.5		12.4
Net income allocated to common stockholders	$	485.7	$	478.1

Weighted-average common shares
Outstanding	217.5		222.3
Outstanding assuming dilution	217.6		222.6

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NOTE 9 – OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS.

The changes in each component of accumulated other comprehensive income (loss), including reclassification adjustments, are presented in the table below.



	Three months ended 3/31/2026						Three months ended 3/31/2025
(in millions)	Equity method investments		Consolidated investment products - variable interest entities		Total currency translation adjustments		Equity method investments		Consolidated investment products - variable interest entities		Total currency translation adjustments
Balances at beginning of period	$	(57.4)	$	6.9	$	(50.5)	$	(49.5)	$	(2.2)	$	(51.7)



Other comprehensive income (loss) before reclassifications	(0.6)		(0.7)		(1.3)		(4.3)		4.6		0.3
Reclassification adjustments recognized in non-operating income	—		(0.2)		(0.2)		—		—		—
Other comprehensive income (loss) before income taxes	(0.6)		(0.9)		(1.5)		(4.3)		4.6		0.3
Net deferred tax benefits (income taxes)	0.1		0.3		0.4		0.6		(1.1)		(0.5)
Other comprehensive income (loss)	(0.5)		(0.6)		(1.1)		(3.7)		3.5		(0.2)

Balances at end of period	$	(57.9)	$	6.3	$	(51.6)	$	(53.2)	$	1.3	$	(51.9)

The other comprehensive income (loss) in the table above excludes net losses of $0.7 million and net gains of $3.1 million for the three months ended March 31, 2026 and 2025, respectively, related to redeemable non-controlling interests held in our consolidated investment products.

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NOTE 10 – SEGMENT REPORTING.

We have one reportable segment: investment management services. We derive our revenue and net income globally and manage business activities on a consolidated basis.

We largely derive our revenues and net income from investment advisory services provided to individual and institutional investors. We also provide certain administrative services, including mutual fund transfer agent, fund and product accounting, distribution, and shareholder services; participant recordkeeping and transfer agent services for defined contribution retirement plans; and other advisory services. Our revenues and net income depend largely on the total value and composition of our assets under management, as such, the consideration for our services is generally variable and recognized over time.

Our chief operating decision maker (CODM) is the chief executive officer. The CODM utilizes consolidated net income attributable to T. Rowe Price Group as reported on the consolidated statements of income and certain non-GAAP metrics to assess performance and allocate resources. Based on these metrics, the CODM decides either to reinvest profits into the business based on our strategic priorities and/or return cash to stockholders through dividends and share repurchases.

We determined there are no significant segment expenses that require a separate disclosure, as the major categories of expenses regularly reviewed by the CODM to manage operations are disclosed in the consolidated statements of income. Quarterly reviews of expenses highlight those influenced by financial markets, such as distribution and servicing costs, as well as those that are both qualitatively and quantitatively significant. The measure of segment assets is reported on the consolidated balance sheet as total assets.

NOTE 11 – COMMITMENTS AND CONTINGENCIES.

COMMITMENTS.

T. Rowe Price Group has committed $249 million for investment in future OHA product launches through 2026. In April, we agreed to extend the commitment to 2030.

CONTINGENCIES.

Contingent Consideration

As part of the purchase consideration for our acquisition of OHA in December 2021, there is contingent

consideration in the amount of up to $900 million, payable in cash, that may be due as part of an earnout payment in 2026 and 2027 upon satisfying or exceeding certain defined revenue targets. These defined revenue targets will be evaluated on a cumulative basis from 2022 through 2026. About 22% of the earnout is conditioned upon continued service with T. Rowe Price Group and was excluded from the purchase consideration and deemed compensatory. The fair value of the earnout is remeasured each reporting period and was valued at zero as of March 31, 2026 and December 31, 2025.

Other

Various claims against us arise in the ordinary course of business, including employment-related claims. In the opinion of management, after consultation with counsel, the likelihood of an adverse determination in one or more of these pending ordinary course of business claims that would have a material adverse effect on our financial position or results of operations is remote.

NOTE 12 – RESTRUCTURING CHARGE.

As separately disclosed in the unaudited consolidated statements of income, we recognized a restructuring charge of $10.0 million, primarily severance, in the first quarter of 2026, related to actions taken under a broad and ongoing expense management program, which is designed to reduce expense growth and realign resources to support investment in existing and future capabilities. At March 31, 2026, we had $5.2 million in accrued compensation and related costs related to this program.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors

T. Rowe Price Group, Inc.:

Results of Review of Interim Financial Information

We have reviewed the consolidated balance sheet of T. Rowe Price Group, Inc. and subsidiaries (the Company) as of March 31, 2026, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the three-month periods ended March 31, 2026 and 2025, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2025, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 13, 2026, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ KPMG LLP

Baltimore, Maryland

April 30, 2026

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