NASDAQ: TROW

The investment management industry continues to evolve and face challenging trends, including the shift in market share from traditional active strategies to passive products, persistent downward fee pressure, demand for lower cost investment vehicles, and an ever-changing regulatory landscape.

Despite these trends, we believe there are significant opportunities that align to our core capabilities. Our ongoing financial strength and discipline allows us to respond to these opportunities with several strategic, multi-year initiatives that are designed to strengthen our long-term competitive position and to:

•Deliver exceptional outcomes for clients while sustaining our leadership position in retirement. Access growth of the U.S. wealth management channel through improved vehicle capabilities, technology, specialist sales, and content.

•Focus on further global growth in select high-opportunity markets where we have existing business by investing more in resources, products, partnerships, and marketing.

•Broaden our reach in the private and alternatives market by leveraging our distribution channels, expanding our investment capabilities, and blending our traditional capabilities with alternatives.

•Grow and diversify our business through innovative global partnerships.

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

•Strengthen our distribution technology to enhance the digital client experience and client reporting.

•Attract and retain top talent and enable effective collaboration.

•Nurture our brand globally and leverage it effectively across channels and geographies.

•Deliver strong financial results and balance sheet strength for our stockholders over the long term.

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

Page 2

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

The impact of these actions has been recorded as a restructuring charge in the consolidated statements of income and is discussed in Item 7. These measures also help offset ongoing inflationary pressures on compensation and contractual spending. Our strategic investments include hiring investment and distribution professionals, adopting new technologies, offering new products, and growing and diversifying our business through innovative global partnerships.

ASSETS UNDER MANAGEMENT (AUM).

Our consolidated net revenues and net income are derived largely from investment advisory services provided by our subsidiaries, primarily T. Rowe Price Associates (TRPA), T. Rowe Price Investment Management (TRPIM), T. Rowe Price International Ltd (TRPIL), and Oak Hill Advisors (OHA). Our revenues depend largely on the total value and composition of our assets under management. Accordingly, fluctuations in financial markets and in the composition of assets under management impact our revenues and results of operations.

At December 31, 2025, we had $1,775.6 billion in assets under management, an increase of $169.0 billion from the end of 2024. This increase in assets under management was driven by market appreciation, net of distributions not reinvested, of $216.7 billion, offset by net cash outflows of $56.9 billion. Beginning on July 1, 2025, assets under management include managed account - model delivery portfolios assets, which had $9.2 billion in assets as of that date, and are reflected in the increase from December 31, 2024.

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

Equity
Institutional(3)

Fixed Income, including money market
Retail(4)

Multi-Asset(1)

Alternatives(2)

(1)The underlying AUM of the multi-asset products have been aggregated and presented in this category and not reported in the equity and fixed income rows.

(2)The alternatives asset class includes strategies authorized to invest more than 50% of its holdings in private credit, leveraged loans, mezzanine, real assets/CRE, structured products, stressed/distressed, non-investment grade CLOs, special situations, business development companies, or that have absolute return as its investment objective. Generally, only those strategies with longer than daily liquidity are

Page 3

included. Unfunded capital commitments of $21.6 billion at December 31, 2025, $16.2 billion at December 31, 2024, and $11.6 billion at December 31, 2023 are not reflected in AUM above.

(3)Institutional includes assets sourced from institutions along with defined contribution assets that are sourced through intermediaries and our full-service recordkeeping business.

(4)Retail includes assets sourced through our direct-marketed business and financial intermediaries.

United States U.S. Defined Contribution

APAC, EMEA, Canada Other Retirement

Other Accounts

In 2025, our target date retirement products experienced net cash inflows of $5.2 billion. The assets under management in our target date retirement products totaled $561.4 billion at December 31, 2025, or 31.6% of our managed assets at December 31, 2025, compared to 29.6% at the end of 2024.

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

INVESTMENT MANAGEMENT SERVICES.

Investment Capabilities

We manage a broad range of investment strategies in equity, fixed income, multi-asset, and alternatives across sectors, styles and regions. Our strategies are designed to meet the varied and changing needs of investors and are delivered across a range of vehicles. We also offer specialized advisory services, including management of stable value investment contracts, customized multi-asset solutions, and a distribution management service for the disposition of equity securities our clients receive from third-party venture capital investment pools.

Page 4

The following tables set forth our broad investment capabilities as of December 31, 2025.

Equity

Growth Core Value Concentrated Integrated (Quantitative, Fundamental, Custom Solutions) Impact

U.S.: All-Cap, Large-Cap, Mid-Cap, Small-Cap, Sectors, Tax Efficient Large-Cap, Mid-Cap, Small-Cap, Tax Efficient Large-Cap, Mid-Cap, Small-Cap, Tax Efficient Large-Cap (Value) Large-Cap (Growth & Value, Lower Volatility), Multi-Cap, Small-Cap Large-Cap

Global / International: All-Cap, Large-Cap, Small-Cap, Sectors, Regional, Emerging Markets Large-Cap Large-Cap, Regional, Emerging Markets Large-Cap, Regional Large-Cap (Core) Large-Cap

Fixed Income

Cash Low Duration High Yield / Bank Loans Government Securitized

U.S.: Taxable Money, Tax-Exempt Money Stable Value, Short-Term Bond, Short Duration Income, Ultra-Short Term Bond Credit Opportunities, Floating Rate, High Yield Inflation Protection, Treasury Securitized Credit, CLO, GNMA

Global / International: N/O N/O Euro High Yield, High Income, Global High Yield Global Government Bond N/O

Investment Grade Credit Multi-Sector Emerging Markets Municipal

(Tax-Free) Impact

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

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

N/O - Not offered

Multi-Asset

U.S. / Global / International: Target Date, Custom Target Date Target Allocation Global Allocation

Global Income Managed Volatility Custom Solutions Real Assets Retirement Income

Alternatives

U.S. / Global / International: Private Credit Leveraged Loans Mezzanine Real Assets / CRE Structured Products

Stressed / Distressed CLOs - Non-Investment Grade Special Situations MA Alternatives

Our research staff conducts fundamental and quantitative security analysis primarily from offices located in the U.S. and U.K. with additional staff based in Australia, Hong Kong, Japan, and Singapore. We also use external research

Page 5

in a supportive capacity as well as data, analysis, and commentary from private economists, political observers, government experts, and market analysts.

We introduce new strategies, investment vehicles, and other products to complement and expand our investment offerings, to respond to competitive developments in the financial marketplace, and to meet the changing needs of our clients. Before we introduce a new strategy, we must be confident we have the appropriate investment management expertise and its objective will be useful to investors over a long period.

We typically provide seed capital for certain investment products to begin building an investment performance history in advance of the product receiving client assets. The length of time we hold our seed capital investment will vary for each investment product as it is highly dependent on how long it takes to generate cash flows into the product from unrelated investors or, in the case of certain alternatives products, the investment term. Generally, we ensure the investment product has a sustainable level of assets from unrelated investors before we consider redemption of our seed capital investment in order to maintain the product's net asset value and its performance record. At December 31, 2025, we had seed capital investments in our products of $1.1 billion. Additionally, we invest our capital in certain alternatives products we manage to further align our interest with those of our clients. These investments are commonly referred to as co-investments and totaled $0.3 billion at December 31, 2025.

We may also close or limit investments to new investors across investment products in order to maintain the integrity of the investment strategy and to protect the interests of its existing shareholders and investors. The Capital Appreciation Strategy has been closed to new investors since 2014 and represents about 6% of total assets under management at December 31, 2025.

Distribution Channels and Products

We distribute our products across a diversified client base across five primary distribution channels in three broad geographical regions: Americas; Europe, Middle East and Africa (EMEA); and Asia Pacific (APAC). We service clients in 60 countries around the world. Investors domiciled outside the U.S. represented nearly 9% of total assets under management at the end of 2025.

The following table outlines the five distribution channels and vehicles through which our assets under management are sourced as of December 31, 2025.

Vehicle Retail Institutional

Americas financial intermediaries EMEA & APAC financial intermediaries Individual U.S. investors on a direct basis U.S. Defined Contribution Institutional investors

U.S. Mutual Funds x x x x

Collective Investment Trusts x x x

Exchange-Traded Funds x x x

College Savings Plans x x

Model Portfolios x x
x(6)

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

Subadvised Accounts x x x x

Separate Accounts x x x x x

SICAVs(2) / FCPs(3)
x x x

Canadian Pooled Funds x x

OEICs(4)
x x

Japanese ITMs(5)
x x

Australian Unit Trusts x x

Private Funds x

Collateralized Loan Obligations x

Business Development Company (BDC) x x

Interval Funds x x

Page 6

(1) Includes both model delivery and manager traded SMAs,. (2)Société d'Investissement à Capital Variable (Luxembourg), (3)Fonds Commun de Placement (Luxembourg), (4)Open-Ended Investment Company (U.K.), (5)Japanese Investment Trust Management Funds, (6) Provided through our ActivePlus and Retirement Advisory Service Portfolios.

INVESTMENT ADVISORY FEES.

We derive substantially all of our net revenue from investment advisory fees that are earned pursuant to agreements with our sponsored products and clients. Nearly 55% of our investment advisory fees are earned from our sponsored U.S. mutual funds, with the remaining investment advisory fees earned from our collective investment trusts, subadvised funds, separately managed accounts, and other sponsored products. The other sponsored investment products include: open-ended investment products offered to investors outside the U.S., products offered through variable annuity life insurance plans in the U.S., exchange traded funds, affiliated private investment funds, business development companies, and sponsored collateralized loan obligations.

Our investment advisory fees are generally computed using the value of assets under management at a contracted annual fee rate or an effective fee rate for those products with a tiered-fee rate structure. For the majority of our revenue, the value of the assets under management used to calculate the fees are based on a daily valuation. The contracted fee rate(s) applied to the fund or account’s assets under management will vary depending on the services provided, the asset class, and vehicle. For example, fee rates are typically higher for equities and alternatives compared to multi-asset and fixed income products. Additionally, fee rates are typically higher for commingled vehicles including U.S. mutual funds, private investment funds and collective investment trusts compared to separately managed accounts and subadvised funds.

Investment management agreements typically provide the ability for termination upon relatively short notice with little or no penalty. Specifically, our sponsored U.S. mutual fund investment management agreements must be approved, and fees are annually reviewed by the Boards of the respective funds, including a majority of directors who are not interested persons of the funds or of T. Rowe Price Group (as defined in the Investment Company Act of 1940). Additionally, fund shareholders must approve material changes to these investment management agreements. Each fund agreement automatically terminates in the event of its assignment (as defined in the Investment Company Act) and, generally, either party may terminate the agreement without penalty after a 60-day notice. The termination of one or more of the U.S. mutual fund agreements could have a material adverse effect on our results of operations.

We also earn performance-based investment advisory fees on certain separately managed accounts and affiliated private investment funds. These performance-based fees are recognized and reported separately in the consolidated statement of income when performance returns exceed the stated hurdle at the end of the performance period, which can lead to an uneven recognition pattern year-to-year.

We distribute certain of our sponsored products through distribution agents and financial intermediaries. The fees we earn for distributing and marketing these products are part of the investment advisory fees earned for managing the product assets. We recognize any related distribution fees paid to financial intermediaries in distribution and servicing costs.

CAPITAL ALLOCATION-BASED INCOME.

We earn income from general partner interests in certain affiliated private investment funds that are entitled to a disproportionate allocation of income, also referred to as carried interest. We record our proportionate share of the investment funds' income assuming the funds were liquidated at each reporting date pursuant to each investment fund's governing agreements. The income will fluctuate period-to-period and the realization of accrued carried interest occurs over a number of years. A portion of this income is allocated to certain employees that have non-controlling interests in the entities that hold the general partner's investments, and is recognized as compensation expense in the consolidated statement of income.

ADMINISTRATIVE, DISTRIBUTION, SERVICING, AND OTHER FEES.

Administrative Services

We provide certain ancillary administrative services to a range of clients, some of whom may engage us solely for these services. These administrative services are provided by several of our subsidiaries and include mutual fund

Page 7

transfer agent, fund/product accounting, distribution, and shareholder services; recordkeeping services for defined contribution retirement plans investing in our sponsored vehicles and vehicles outside the T. Rowe Price complex; transfer agent services for defined contribution retirement plans investing in our sponsored U.S. mutual funds; brokerage; trust services; and other advisory services.

Distribution and Servicing Fees

Our subsidiary, T. Rowe Price Investment Services, is the principal distributor of our U.S. mutual funds and contracts with third-party financial intermediaries who distribute these share classes. Certain of the U.S. mutual funds offer Advisor Class and R Class shares that are distributed to investors and defined contribution retirement plans, respectively. These share classes pay 12b-1 fees of 25 and 50 basis points, respectively, out of fund assets, for distribution, administration, and personal services. In addition, U.S. mutual funds offered to investors through variable annuity life insurance plans have a share class that pays a 12b-1 fee of 25 basis points. We pay all of the 12b-1 fees earned to financial intermediaries who source assets under management into these share classes and provide distribution, administration, and personal services on our behalf.

REGULATION.

All aspects of our business are subject to extensive federal, state, and foreign laws and regulations. These laws and regulations are primarily intended to benefit or protect our clients and product shareholders. They generally grant supervisory agencies and bodies broad administrative powers, including the power to limit or restrict the conduct of our business if we fail to comply with laws and regulations. Possible sanctions that may be imposed on us, if we fail to comply, include the suspension of individual employees, limitations on engaging in certain business activities for specified periods of time, revocation of our investment adviser and other registrations, censures, and fines. Furthermore, the regulations to which we are subject continue to change over time, resulting in uncertainty for our business as we must adapt to new laws and regulatory regimes and could significantly increase our reporting, disclosure and compliance obligations, including for cybersecurity and climate-related disclosures.

As a global company which offers its products to customers in a variety of jurisdictions, our subsidiaries are registered with or licensed by various U.S. and/or non-U.S. regulators. We are subject to various securities/financial services, compliance, corporate governance, disclosure, privacy, cybersecurity, technology and artificial intelligence, anti-bribery and anti-corruption, anti-money laundering, anti-terrorist financing, and economic, trade and sanctions laws and regulations, both domestically and internationally, as well as to various cross-border rules and regulations, and the data protection laws and regulations of numerous jurisdictions. We also must comply with complex and changing tax regimes in the jurisdictions where we operate our business.

The following table shows the securities and financial services regulator to certain of our subsidiaries:

Regulator T. Rowe Price Entity

Within the U.S.

Securities & Exchange Commission - T. Rowe Price Associates - T. Rowe Price Hong Kong

- T. Rowe Price International - T. Rowe Price Japan

- T. Rowe Price Australia - T. Rowe Price Singapore

- T. Rowe Price (Canada) - T. Rowe Price Advisory Services

- T. Rowe Price Investment Management - Oak Hill Advisors

- Oak Hill Advisors (Europe) - OHA (UK)

- OHA Private Credit Advisors
- OHA Private Credit Advisors II

All entities above are registered as investment advisers under the Investment Advisers Act of 1940, which imposes substantive regulation around, among other things, fiduciary duties to clients, transactions with clients, effective compliance programs, conflicts of interest, advertising, recordkeeping, reporting, and disclosure requirements.

State of Maryland, Office of Financial Regulation - T. Rowe Price Trust Company

Page 8

Regulator T. Rowe Price Entity

Outside the U.S.

Financial Conduct Authority - T. Rowe Price International
- Oak Hill Advisors (Europe)

- T. Rowe Price UK - OHA (UK)

Securities and Futures Commission - T. Rowe Price Hong Kong - Oak Hill Advisors (Hong Kong)

Monetary Authority of Singapore - T. Rowe Price Singapore

Several provincial securities commissions in Canada - T. Rowe Price (Canada)

Commission de Surveillance du Secteur Financier - T. Rowe Price (Luxembourg) Management Sàrl

- OHA Services Sàrl

Australian Securities and Investments Commission - T. Rowe Price Australia - Oak Hill Advisors (Australia) Pty

Japan Financial Services Agency - T. Rowe Price Japan

Swiss Financial Market Supervisory Authority
- T. Rowe Price (Switzerland)

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

Serving the needs of retirement savers is an important focus of our business. Such activities are subject to regulators such as the U.S. Department of Labor, and applicable laws and regulations including the Employee Retirement Income Security Act of 1974 (ERISA).

Registrations

•Our subsidiaries providing transfer agent services, T. Rowe Price Services and T. Rowe Price Retirement Plan Services, are registered under the Securities Exchange Act of 1934.

•T. Rowe Price Investment Services (TRPIS) is an SEC registered introducing broker-dealer and member of the Financial Industry Regulatory Authority (FINRA) and the Securities Investor Protection Corporation. This subsidiary is the principal underwriter and distributor for our sponsored U.S. mutual funds and exchange-traded funds, and may also offer and make recommendations for certain funds that are not offered to the general public such as privately placed funds. Investors may open a brokerage account with TRPIS in order to buy and sell securities. Pershing, a third-party clearing broker and an affiliate of BNY Mellon, maintains our brokerage’s customer accounts and clears all transactions.

•T. Rowe Price Associates and certain subsidiaries are registered as commodity trading advisors and/or commodity pool operators with the Commodity Futures Trading Commission and are members of the National Futures Association.

Net Capital Requirements

Certain subsidiaries are subject to net capital requirements, including those of various federal, state, and international regulatory agencies. Each of our subsidiary's net capital, as defined, meets or exceeds all minimum requirements as of December 31, 2025.

For further discussion of the potential impact of current or proposed legal or regulatory requirements, please see the Legal and Regulatory risk factors included in