Financial Analysis

COMMITMENTS AND CONTINGENCIES. COMMITMENTS. T. Rowe Price Group has committed $278 million for investment in future OHA product launches through 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 December 31, 2025. In April 2026, it was determined and agreed that no contingent consideration would be earned and paid at the end of 2026. 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.

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LONG-TERM INCENTIVE COMPENSATION. RESTRICTED STOCK UNITS. The following table summarizes the status of, and changes in, our nonvested restricted stock units during the six months ended June 30, 2026. Restricted stock units Weighted- average fair value Nonvested at December 31, 2025 5,918,352 $ 114.80 Time-based grants 703,551 $ 103.48 Vested (20,633) $ 119.90 Forfeited (222,827) $ 116.34 Nonvested at June 30, 2026 6,378,443 $ 113.48 Nonvested restricted stock units at June 30, 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 June 30, 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) Third quarter 2026 $ 47.5 Fourth quarter 2026 42.0 2027 98.8 2028 through 2031 95.7 Total $ 284.0 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 six months ended June …

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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 were no level 3 investments at June 30, 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 using fair value measurements determined based on the differing levels of inputs. This table excludes investments held by the consolidated investment products, which are present …

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GOODWILL AND INTANGIBLE ASSETS. Goodwill and intangible assets consist of the following: (in millions) 6/30/2026 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 97.1 125.9 Total $ 2,888.2 $ 2,917.0 Amortization and impairment expense for the definite-lived investment advisory agreements intangible assets was $15.1 million and $28.8 million for the three- and six- months ended June 30, 2026, respectively. For the three- and six- months ended June 30, 2025, amortization and impairment expense for the definite-lived investment advisory agreements intangible assets was $23.5 million and $47.9 million, respectively. Estimated amortization expense for the definite-lived investment advisory agreements intangible assets for the five succeeding years is as follows: (in millions) Remaining 2026 $ 25.9 2027 39.1 2028 11.8 2029 8.8 2030 and after 11.5 $ 97.1 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 for goodwill during the six months ended June 30, 2026 and 2025. We recorded an immaterial impairment related to a definite-lived investment advisory agreement intangible asset during …

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NEWLY ISSUED BUT NOT YET ADOPTED ACCOUNTING GUIDANCE. In November 2024, the FASB issued Accounting Standards Update No. 2024-03 - Income StatementReporting Comprehensive IncomeExpense 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 - IntangiblesGoodwill and OtherInternal-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 …

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RESTRUCTURING CHARGE.As separately disclosed in the unaudited consolidated statements of income, we recognized a restructuring charge of $6.7 million and $16.7 million, primarily severance, for the three- and six-month periods ended June 30, 2026, respectively, 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 June30, 2026, we had $10.8million in accrued compensation and related costs related to this program. …

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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 were no significant segment expenses that required a separate disclosure, as the major categories of expenses regularly reviewed by the CODM to manage operations are disclosed in the consolidated stateme …

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