AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 31/10/2026
Moat31
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 1/4 · Selected strategies and fixed-income results show differentiation, but broad passive-peer performance, falling fee yield and realized outflows indicate fragile company-wide protection. Scale and profitability alone do not establish a structural advantage.
durability · 1/4 · A strategy closed since 2014 and multiyear fixed-income outperformance support localized persistence. Mixed broad results, passive substitution and recurring outflows undermine durable company-wide protection.
customer dependency · 1/4 · Actual agreements allow short-notice termination with little or no penalty, while intermediaries need not encourage investment in the firm's products. Practical switching friction is unquantified, and outflows demonstrate customers can leave.
erosion resilience · 2/4 · First-half 2026 revenue and operating income grew despite declining fee yield, demonstrating operating resilience. Continued outflows and lower 2025 GAAP operating income show that this has not translated into durable protection from erosion.
Pricing power31
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 1/4 · First-half effective advisory fees excluding performance fees fell from 39.8 to 38.3 basis points; average AUM grew 12.6% versus advisory fee growth of 8.3%. This demonstrates weak realized fee yield. Disclosed movement toward lower-fee products and reporting changes prevent attributing the entire decline to direct price cuts.
retention · 1/4 · Indirect operating evidence is weak: net outflows were $56.9 billion in 2025, $13.7 billion in Q1 2026 and $6.5 billion in Q2. Management reported positive flows in May and June, a partial improvement that does not establish sustained retention. These are net flows, not a client retention rate.
margin resilience · 2/4 · First-half 2026 revenue increased faster than expenses and operating income improved despite lower effective fees. However, 2025 GAAP operating income declined 6.2%, while adjusted operating income grew only 1.3%, giving a mixed record affected by restructuring and acquisition adjustments.
contractual freedom · 1/4 · Fund boards annually review fees, material agreement changes require shareholder approval, and agreements generally permit penalty-free termination after 60 days. These actual terms constrain unilateral pricing freedom.
Predictability81
Financial-sector stability over 5 consecutive reported annual periods: equal weights for nondeclining revenue frequency, revenue-growth volatility (5–40pp), positive consolidated earnings frequency, and net-income/revenue margin volatility (3–20pp). Uses reported accounting scope; not industrial FCF or a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 9.24
- positiveEarningsShare
- 100.00
- netMarginStdDev
- 5.43
- observedAnnualPeriods
- 5.00
Financial strength63
Qualitative financial_services assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-services-1; not an industrial ratio score or credit rating.
capital adequacy · 3/4 · The asset manager reported $11.0 billion of attributable GAAP equity at June 2026, substantial corporate cash and discretionary investments, and subsidiary compliance with all net-capital minimums at December 2025. These support strong qualitative capital adequacy. Exact regulatory capital and headroom are absent; GAAP equity is not eligible regulatory capital, and product debt is separately identified.
liquidity funding · 3/4 · Corporate cash and discretionary investments totaled $4.392 billion at June 2026, with $1.765 billion of first-half corporate operating cash generation. Distributions used existing cash and operations. There is no available external liquidity source; accrued year-end compensation and investment commitments qualify the buffer. Seed capital, hedge investments and client AUM are not counted as unrestricted cash.
asset liability risk · 2/4 · Disclosed deferred-compensation exposures have investment-based economic hedges, but seed investments, carried-interest valuations and other investments retain market and impairment exposure. Consolidated product debt and liabilities increased to $452.5 million. The passages distinguish product balances but do not establish full recourse terms, comprehensive contingent exposure or hedge effectiveness, supporting a mixed qualitative assessment.
earnings resilience · 2/4 · First-half 2026 operating income rose to $1.221 billion from $1.075 billion, with positive attributable earnings in both quarters. However, 2025 operating income declined, and continuing outflows and fee-yield erosion expose earnings to market appreciation and product mix. The supplied period does not establish resilience through a severe sustained downturn.
Capital allocation69
Qualitative financial_services assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy financial-services-1; not an industrial ratio score or credit rating.
capital efficiency · 3/4 · Annual attributable net income of $2.087 billion in 2025 against year-end attributable GAAP equity of $10.860 billion demonstrates substantial earnings relative to the reported equity base. First-half 2026 profitability continued. This is a qualitative accounting-equity assessment, not a reported regulatory return ratio; acquisition goodwill, investment gains and absent peer comparisons limit conclusions about economic returns on incremental capital.
distributions and buffers · 3/4 · First-half 2026 recurring dividends and repurchases totaled $1.070 billion and were funded with existing cash and operations, while cash plus discretionary investments increased and attributable equity remained above year-end levels. Operating cash generation supports distributions, with year-end compensation seasonality and future OHA commitments requiring continued buffers. No regulatory headroom is estimated.
dilution and cost · 3/4 · Issued shares fell from 218.565 million to 213.312 million during the first half of 2026, alongside $497.5 million of repurchases. Stock-based compensation expense declined to $89.8 million from $96.9 million. These are demonstrated dilution-control outcomes, although compensation remains a real cost and the passages do not prove repurchases created value.
investment discipline · 2/4 · First-half property, equipment and software additions declined to $128.4 million from $144.2 million, with continued operating cash generation. Acquisition impairments explicitly reflect reduced growth expectations; no year-end 2026 contingent consideration would be earned, while $278 million of OHA launch commitments and a prospective supplemental compensation pool remain. The combined evidence is mixed, with incremental investment returns unestablished.
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Corporate operating cash generation, cash-funded distributions, lower issued shares and increased cash plus discretionary investments support discipline. Acquisition impairments from reduced growth expectations and $278 million of future OHA commitments temper that record. Repurchase value creation is unproven, and interim cash flow benefits from compensation timing.
incentive alignment · 3/4 · Actual 2025 awards allocated half of NEO equity value to three-year performance-based RSUs, with a relative operating-margin condition, ownership requirements and recoupment policies. OHA allocation oversight adds a disclosed control. Future 2027 equity deferrals are prospective; ownership compliance and incentive effectiveness are not demonstrated.
execution · 2/4 · Assessed partly through indirect operating evidence: first-half revenue and operating income improved, but outflows, declining fee yield, mixed investment performance and acquisition growth disappointments prevent a strong grade. Management's confidence in new vehicles and partnerships is not treated as demonstrated success.
governance · 3/4 · Independent key committees, a lead independent director, actual 2025 attendance and executive sessions, and incentive recoupment provide strong disclosed mechanisms. Actual May 2026 compensation and auditor votes are available. The combined chair and CEO role limits separation of authority; nominee disclosures are not treated as proof of election.
Evidence
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.
2025 Form 10-K, Capital Appreciation Strategy capacity disclosure · Filed 13/02/2026
mutual funds that outperformed passive peer median2,4
Equity
39%
44%
42%
46%
Fixed Income
65%
58%
58%
59%
Multi-Asset
20%
43%
29%
39%
All Funds
39%
47%
43%
48%
% of composites that outperformed benchmarks5
Equity
17%
28%
26%
45%
Fixed Income
56%
60%
57%
69%
All Composites
34%
41%
39%
54%
AUM-Weighted Performance
1 YEAR
3 YEARS
5 YEARS
10 YEARS
% of U.S.
2026 proxy, 2025 investment performance versus passive peers and benchmarks · Filed 17/03/2026
mutual funds that outperformed passive peer median2,4
Equity
31%
55%
22%
48%
Fixed Income
81%
77%
86%
69%
Multi-Asset
7%
52%
53%
77%
All Funds
28%
56%
33%
56%
% of composites that outperformed benchmarks5
Equity
19%
38%
22%
31%
Fixed Income
57%
56%
60%
63%
All Composites
25%
42%
29%
36%
◼
2026 proxy, AUM-weighted passive-peer and composite performance · Filed 17/03/2026
YTD 2025 (in millions) 6/30/2026 6/30/2025 $ Change % Change(1) 6/30/2026 6/30/2025 $ Change % Change(1) Investment advisory fees Equity $ 1,011.9 $ 923.6 $ 88.3 9.6 % $ 1,986.6 $ 1,882.8 $ 103.8 5.5 % Fixed income, including money market 113.5 105.5 8.0 7.6 % 225.3 209.1 16.2 7.7 % Multi-asset 529.5 455.9 73.6 16.1 % 1,038.6 910.6 128.0 14.1 % Alternatives 89.9 82.6 7.3 8.8 % 177.3 163.5 13.8 8.4 % 1,744.8 1,567.6 177.2 11.3 % 3,427.8 3,166.0 261.8 8.3 % Performance-based advisory fees 6.5 6.4 0.1 1.6 % 14.0 16.8 (2.8) (16.7) % Capital allocation-based income Change in accrued carried interest 15.2 36.5 (21.3) (58.4) % 46.5 45.7 0.8 1.8 % Acquisition-related amortization and impairments (3.3) (36.9) 33.6 n/m (6.5) (47.3) 40.8 n/m 11.9 (0.4) 12.3 n/m 40.0 (1.6) 41.6 n/m Administrative, distribution, servicing, and other fees Administrative and other fees 122.1 128.7 (6.6) (5.1) % 238.7 263.4 (24.7) (9.4) % Distribution and servicing fees 22.1 21.0 1.1 5.2 % 43.9 42.6 1.3 3.1 % 144.2 149.7 (5.5) (3.7) % 282.6 306.0 (23.4) (7.6) % Net revenues $ 1,907.4 $ 1,723.3 $ 184.1 10.7 % $ 3,764.4 $ 3,487.2 $ 277.2 7.9 % Average AUM (in billions): Equity $ 886.6 $ 784.4 $ 102.2 13.0 % $ 873.9 $ 805.3 $ 68.6 8.5 % Fixed income, including money market 219.0 198.0 21.0 10.6 % 216.4 194.8 21.6 11.1 % Multi-asset 671.2 552.5 118.7 21.5 % 656.6 551.1 105.5 19.1 % Alternatives 60.9 53.9 7.0 13.0 % 60.0 53.3 6.7 12.6 % Average AUM $ 1,837.7 $ 1,588.8 $ 248.9 15.7 % $ 1,806.9 $ 1,604.5 $ 202.4 12.6 % Ending AUM (in billions) $ 1,893.4 $ 1,676.8 $ 216.6 12.9 % $ 1,893.4 $ 1,676.8 $ 216.6 12.9 % Investment advisory annualized effective fee rate (EFR) (in bps) EFR without performance-based fees 38.1 39.6 (1.5) (3.8) % 38.3 39.8 (1.5) (3.8) % EFR with performance-based fees 38.2 39.7 (1.5) (3.8) % 38.4 40.0 (1.6) (4.0) % (1) n/m - the percentage change is not meaningful.
June 2026 Form 10-Q, advisory revenue, average AUM and effective fee rates · Filed 31/07/2026
▪Net client outflows of $25.5 billion for Q4 2025 and $56.9 billion for 2025
2025 earnings release, quarterly and annual net client outflows · Filed 04/02/2026
▪Net client outflows of $13.7 billion
Q1 2026 earnings release, net client outflows · Filed 30/04/2026
▪Net client outflows of $6.5 billion
Q2 2026 earnings release, net client outflows · Filed 31/07/2026
Rob Sharps, chair and CEO, commented, “We ended the quarter with a record $1.9 trillion in assets under management and positive flows in May and June reflected client demand in areas where we are investing for growth.
Q2 2026 earnings release, CEO commentary on May and June flows · Filed 31/07/2026
Investment management agreements typically provide the ability for termination upon relatively short notice with little or no penalty.
2025 Form 10-K, investment management agreement termination terms · Filed 13/02/2026
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.
2025 Form 10-K, mutual fund agreement approval and annual fee review · Filed 13/02/2026
Additionally, fund shareholders must approve material changes to these investment management agreements.
2025 Form 10-K, shareholder approval of material agreement changes · Filed 13/02/2026
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.
2025 Form 10-K, assignment and 60-day termination provisions · Filed 13/02/2026
Third-party financial intermediaries we contract with generally offer their clients various investment products in addition to, and in competition with, our investment products, and have no contractual obligation to encourage investment in our products.
2025 Form 10-K, third-party intermediary distribution obligations · Filed 13/02/2026
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.
2025 Form 10-K, passive substitution and downward fee pressure · Filed 13/02/2026
Page 2 UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (in millions, except per-share amounts) Three months ended Six months ended 6/30/2026 6/30/2025 6/30/2026 6/30/2025 Revenues Investment advisory fees $ 1,744.8 $ 1,567.6 $ 3,427.8 $ 3,166.0 Performance-based advisory fees 6.5 6.4 14.0 16.8 Capital allocation-based income 11.9 (0.4) 40.0 (1.6) Administrative, distribution, servicing, and other fees 144.2 149.7 282.6 306.0 Net revenues 1,907.4 1,723.3 3,764.4 3,487.2 Operating expenses Compensation and related costs 823.4 727.7 1,483.1 1,392.2 Distribution and servicing costs 106.1 92.5 205.4 186.1 Advertising and promotion costs 20.3 29.9 38.7 56.0 Product and recordkeeping related costs 83.1 74.8 157.4 158.6 Technology, occupancy, and facility costs 205.9 195.0 410.3 376.2 General, administrative, and other costs 104.9 93.9 197.3 183.6 Acquisition-related amortization and impairment costs 16.5 31.2 34.5 59.9 Restructuring charge 6.7 — 16.7 — Total operating expenses 1,366.9 1,245.0 2,543.4 2,412.6 Net operating income 540.5 478.3 1,221.0 1,074.6 Non-operating income Net gains on investments 237.4 165.9 231.3 197.8 Net gains on consolidated investment products 132.6 78.6 91.2 110.5 Other losses, including foreign currency losses (0.9) (9.0) (1.7) (2.1) Total non-operating income 369.1 235.5 320.8 306.2 Income before income taxes 909.6 713.8 1,541.8 1,380.8 Provision for income taxes 214.2 157.7 362.3 319.6 Net income 695.4 556.1 1,179.5 1,061.2 Less: net income attributable to redeemable non-controlling interests 63.4 50.9 49.3 65.5 Net income attributable to T.
June 2026 Form 10-Q, consolidated statements of income · Filed 31/07/2026
GAAP basis
Investment advisory fees
$
1,737.6
$
1,667.2
4.2
%
$
1,698.7
2.3
%
$
6,602.3
$
6,399.7
3.2
%
Capital allocation-based income(2)
$
40.8
$
(5.2)
n/m
$
42.0
n/m
$
81.2
$
46.6
74.2
%
Net revenues
$
1,934.1
$
1,824.5
6.0
%
$
1,893.5
2.1
%
$
7,314.8
$
7,093.6
3.1
%
Operating expenses
$
1,463.1
$
1,256.1
16.5
%
$
1,250.3
17.0
%
$
5,126.0
$
4,760.3
7.7
%
Net operating income
$
471.0
$
568.4
(17.1)
%
$
643.2
(26.8)
%
$
2,188.8
$
2,333.3
(6.2)
%
Non-operating income (loss)
$
142.1
$
4.6
n/m
$
238.4
n/m
$
686.7
$
486.3
41.2
%
Net income - T.
2025 earnings release, annual GAAP revenue and operating income · Filed 04/02/2026
Rowe Price Group, Inc.
$
445.3
$
439.9
1.2
%
$
646.1
(31.1)
%
$
2,087.1
$
2,100.1
(0.6)
%
Diluted earnings per common share
$
1.99
$
1.92
3.6
%
$
2.87
(30.7)
%
$
9.24
$
9.15
1.0
%
Adjusted basis(3)
Operating expenses
$
1,249.8
$
1,222.6
2.2
%
$
1,134.4
10.2
%
$
4,666.5
$
4,498.8
3.7
%
Operating expenses, excluding accrued carried interest related compensation
$
1,231.1
$
1,218.7
1.0
%
$
1,111.8
10.7
%
$
4,608.0
$
4,456.3
3.4
%
Net operating income
$
691.7
$
620.2
11.5
%
$
774.1
(10.6)
%
$
2,720.8
$
2,685.9
1.3
2025 earnings release, annual attributable net income and adjusted operating results · Filed 04/02/2026
In comparison to prior periods, client flows and transfers drove a mix shift in assets under management toward lower fee products and asset classes, partially offset by market appreciation.
Q1 2026 earnings release, client-flow and transfer-driven shift toward lower-fee products · Filed 30/04/2026
The impairment charges in all periods were the result of reduced growth expectations for both investment management and incentive fees compared to when the acquisition closed in 2021.
2025 Form 10-K, acquisition impairment causes · Filed 13/02/2026
T. Rowe Price Group has committed $278 million for investment in future OHA product launches through 2030.
June 2026 Form 10-Q, future OHA product investment commitments · Filed 31/07/2026
In April 2026, it was determined and agreed that no contingent consideration would be earned and paid at the end of 2026.
June 2026 Form 10-Q, contingent consideration determination · Filed 31/07/2026
Rowe Price products, as follows: (in millions) 6/30/2026 12/31/2025 Cash and cash equivalents $ 3,234.3 $ 3,378.2 Discretionary investments 1,158.0 463.7 Total cash and discretionary investments 4,392.3 3,841.9 Redeemable seed capital investments 1,222.0 1,144.1 Investments used to hedge the deferred compensation liabilities 1,378.0 1,317.3 Total cash and investments in T.
June 2026 Form 10-Q, corporate cash, discretionary investments, seed capital and hedge investments · Filed 31/07/2026
Rowe Price Group during the first half of 2026 provided cash flows of $1,765.0 million, an increase of $318.6 million from $1,446.4 million provided during the 2025 period.
June 2026 Form 10-Q, operating cash flows attributable to T. Rowe Price Group · Filed 31/07/2026
The increase was primarily driven by a $260.4 million increase in cash flows related to timing differences associated with the cash settlement of our assets and liabilities, a $134.5 million increase in net income, and a $69.9 million decrease in the add-back for non-cash items as detailed in the table above.
June 2026 Form 10-Q, drivers of corporate operating cash-flow growth · Filed 31/07/2026
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.
June 2026 Form 10-Q, accrued variable compensation and cash-flow seasonality · Filed 31/07/2026
Further, we expended $497.5 million in the first half of 2026 to repurchase 5.3 million shares of our outstanding common stock, at an average price of $94.44 per share.
June 2026 Form 10-Q, actual first-half share repurchases · Filed 31/07/2026
These dividends and repurchases were expended using existing cash balances and cash generated from operations.
June 2026 Form 10-Q, cash funding of dividends and repurchases · Filed 31/07/2026
Since the end of 2023, we have returned $4.3 billion to stockholders through stock repurchases and regular quarterly dividends, as follows:
(in millions)
Recurring dividend
Stock repurchases
Total returned to stockholders
2024
$
1,135.2
$
334.5
$
1,469.7
2025
1,143.4
624.6
1,768.0
Six months ended June 30, 2026
572.3
497.5
1,069.8
Total
$
2,850.9
$
1,456.6
$
4,307.5
20
Page 38
We anticipate property, equipment, software and other capital expenditures, including internal labor capitalization, for the full-year 2026 to be about $270 million, of which nearly all is planned for technology initiatives.
June 2026 Form 10-Q, historical shareholder distributions and planned capital expenditures · Filed 31/07/2026
Common stock, $0.20 par value — authorized 750,000,000; issued 213,312,000 shares at June 30, 2026 and 218,565,000 at December 31, 2025
June 2026 Form 10-Q, issued common shares · Filed 31/07/2026
Depreciation, amortization and impairment of property, equipment and software
139.3
132.9
Amortization and impairment of acquisition-related assets and retention arrangements
66.4
116.4
Stock-based compensation expense
89.8
96.9
Net gains recognized on investments
(196.7)
(173.8)
Net redemptions in investment products used to economically hedge deferred compensation liabilities
54.8
71.3
Net change in securities held by consolidated investment products
(547.4)
(409.5)
Other changes in assets and liabilities
555.9
267.4
Net cash provided by operating activities
1,341.6
1,162.8
Cash flows from investing activities
June 2026 Form 10-Q, cash-flow reconciliation including stock-based compensation · Filed 31/07/2026
Purchases of sponsored investment products
(728.4)
(114.0)
Dispositions of sponsored investment products
169.5
223.5
Net cash of investment products upon deconsolidation
(0.7)
(1.1)
Additions to property, equipment and software
(128.4)
(144.2)
Other investing activity
(29.4)
(21.0)
Net cash used in investing activities
(717.4)
(56.8)
Cash flows from financing activities
Repurchases of common stock
(500.8)
(328.3)
Common share issuances under stock-based compensation plans
(0.1)
16.5
Dividends paid to common stockholders and equity-unit holders
(571.2)
(575.1)
Borrowings of debt of consolidated products
217.8
—
Net distributions to non-controlling interests in consolidated entities
(14.3)
(5.5)
Net subscriptions from redeemable non-controlling interest holders
June 2026 Form 10-Q, investing and financing cash flows · Filed 31/07/2026
In 2025, all our NEOs received 50% of their equity award value in performance-based RSUs with a 3-year performance period, which, if earned, would vest in 2028 and 2029.
2026 proxy, actual 2025 NEO performance-based equity awards · Filed 17/03/2026
◼ An NEO can earn 0%‑100% of the performance-based RSUs based on the Company’s operating margin relative to the average operating margin for peers over the same period.
2026 proxy, relative operating-margin performance condition · Filed 17/03/2026
a Impose stock ownership and retention requirements on our independent directors, executive officers, and other select members of senior management.
2026 proxy, stock ownership and retention requirements · Filed 17/03/2026
a Have recoupment policies for both cash and equity incentive compensation in place for executive officers in the event of a material restatement of our financial results within three years of the original reporting.
2026 proxy, executive incentive compensation recoupment policies · Filed 17/03/2026
Rowe Price Group
Voting Road Map
Proposal 1
Election of Directors
Director Nominee Demographics
INDEPENDENCE
◼
11 of the 13 director nominees are independent under the NASDAQ Global Select Market standards
◼
All directors serving on the Audit, Executive Compensation and Management Development, and Nominating and Corporate Governance Committees are independent
◼
A well-empowered lead independent director provides valuable independent leadership to our Board
BackgrouNd
Of our independent director nominees:
TENURE
◼
Balanced mix of short- and long-tenured directors
◼
The tenure of our independent director nominees ranges from six months to 16 years, with an average tenure of approximately seven years
2026 proxy, committee independence and lead independent director · Filed 17/03/2026
QUALIFICATIONS, SKILLS, AND EXPERIENCE
100%
Executive Leadership
92%
Financial Management
54%
Investment Management
85%
International
69%
Accounting and Financial Reporting
100%
Strategy and Execution
77%
Marketing and Distribution
54%
Government and Regulatory
38%
Technology
BOARD ENGAGEMENT
◼
The Board held seven meetings in 2025
◼
Each director attended at least 75% of the combined total number of meetings of the Board and Board committees of which he or she was a member
◼
The independent directors met in executive session at all seven of the Board meetings in 2025
◼
All directors were at the 2025 annual meeting of stockholders and were available to respond to questions from our stockholders
Recommendation of the Board
We recommend that you vote FOR all the director nominees under Proposal 1.
2026 proxy, actual 2025 Board attendance and executive sessions · Filed 17/03/2026
While fundamental active equity remains under pressure, I am confident that the progress we are making positions us to deliver long-term value for clients and stockholders."
Q2 2026 earnings release, CEO acknowledgement of active-equity pressure · Filed 31/07/2026
Each of our subsidiary's net capital, as defined, meets or exceeds all minimum requirements as of December 31, 2025.
2025 Form 10-K, subsidiary net-capital compliance at December 31, 2025 · Filed 13/02/2026
6/30/2026
12/31/2025
ASSETS
Cash and cash equivalents
$
3,234.3
$
3,378.2
Accounts receivable and accrued revenue
941.6
931.2
Investments
4,090.2
3,325.2
Assets of consolidated investment products ($1,906.6 million at June 30, 2026 and $1,596.1 million at December 31, 2025, related to variable interest entities)
2,477.2
1,951.0
Operating lease assets
369.8
382.9
Property, equipment and software, net
813.5
845.3
Intangible assets, net
245.4
274.2
Goodwill
2,642.8
2,642.8
Other assets
542.4
611.0
Total assets
$
15,357.2
$
14,341.8
LIABILITIES
Accounts payable and accrued expenses
$
402.4
$
352.7
Debt and liabilities of consolidated investment products ($414.6 million at June 30, 2026 and $14.2 million at December 31, 2025, related to variable interest entities)
452.5
21.3
Operating lease liabilities
429.4
447.2
Accrued compensation and related costs
600.4
235.7
Deferred compensation liabilities
1,268.5
1,176.8
Income taxes payable
31.2
54.9
Total liabilities
3,184.4
2,288.6
Commitments and contingent liabilities
June 2026 Form 10-Q, consolidated assets and liabilities · Filed 31/07/2026
Rowe Price Group
11,002.5
10,860.1
Non-controlling interests in consolidated entities
161.0
157.1
Total permanent stockholders' equity
11,163.5
11,017.2
Total liabilities, redeemable non-controlling interests, and permanent stockholders' equity
$
15,357.2
$
14,341.8
June 2026 Form 10-Q, attributable equity and non-controlling interests · Filed 31/07/2026
Page 46
Table of Contents
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.
2025 Form 10-K, absence of an available external liquidity source · Filed 13/02/2026
Our seed capital investments are redeemable, although we generally expect to be invested several years for the products to build an investment performance history and until unrelated third-party investors substantially reduce our relative ownership percentage.
2025 Form 10-K, expected holding period of redeemable seed capital · Filed 13/02/2026
The firm uses 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.
Q2 2026 earnings release, economic hedging of deferred compensation exposures · Filed 31/07/2026
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.
June 2026 Form 10-Q, investment valuation and impairment exposure · Filed 31/07/2026
Rowe Price Group
10,860.1
10,345.4
Non-controlling interests in consolidated entities
157.1
160.7
Total permanent stockholders' equity
11,017.2
10,506.1
Total liabilities, redeemable non-controlling interests, and permanent stockholders' equity
$
14,341.8
$
13,472.0
2025 Form 10-K, year-end attributable stockholders' equity · Filed 13/02/2026
Wilson
148,444,259
6,726,326
1,217,500
24,795,755
Proposal 2 - Advisory Vote on the Compensation Paid to Our Named Executive Officers
For
Against
Abstain
Broker Non-Vote
135,094,531
20,453,712
839,842
24,795,755
Proposal 3 - Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2026
For
Against
Abstain
Broker Non-Vote
168,714,625
12,282,198
187,017
—
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
May 2026 Form 8-K, actual compensation and auditor ratification votes · Filed 11/05/2026
OHA’s CEO determines participation and allocation of the bonus and incentive pools, with oversight by TRP’s CEO, CFO and Head of HR, and the allocation for the OHA CEO is approved by the Compensation Committee.
April 2026 Form 8-K, OHA compensation allocation oversight · Filed 22/04/2026
Beginning with the 2027 calendar year, a portion of variable compensation for OHA Partners who meet a certain cash compensation threshold will be deferred in the form of equity awards under the Company’s 2020 Long Term Incentive Plan (the “LTI Plan”), on terms expected to mirror the terms of the LTI Plan and applicable LTI Plan award agreements.
April 2026 Form 8-K, prospective 2027 OHA compensation equity deferrals · Filed 22/04/2026
The Supplemental Compensation Pool will be funded up to $20 million annually from 2027 through 2030, and awards will be made annually only to certain OHA Partners who are employed by the Corporation on the date the award is paid, after approval by the Compensation Committee.
April 2026 Form 8-K, future supplemental OHA compensation pool · Filed 22/04/2026
In addition to specific information on these companies, the Compensation Committee reviewed aggregated summary compensation data based on information from surveys that include some of the peer companies listed above as well as other public and nonpublic companies with which we compete for executive talent, including the Capital Group Companies Inc., Fidelity Investments, Goldman Sachs Asset Management, Janus Henderson Investors, J.P.
2026 proxy, named executive-talent competitors · Filed 17/03/2026
The decrease from Q2 2025 primarily reflects the reporting change implemented in Q3 2025, in which revenue earned from managed account - model delivery assets and certain other advisory services began being reported within investment advisory fees.
Q2 2026 earnings release, advisory revenue reporting reclassification · Filed 31/07/2026
