AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 3/6 · 18/10/2026
Moat31
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 1/4 · Specific investment franchises show differentiation, but mixed passive-peer results and declining effective fees indicate fragile company-wide protection. Neither scale nor operating profitability alone establishes an advantage.
durability · 1/4 · The long closure of one strategy and favorable longer-term AUM-weighted results support localized persistence. They do not outweigh weak broad passive comparisons and persistent substitution pressure.
customer dependency · 1/4 · Advisory agreements generally allow termination on short notice with little or no penalty, and intermediaries need not promote the firm's products. These are actual contractual limitations; practical switching friction is not quantified.
erosion resilience · 2/4 · First-half 2026 revenue and operating income grew despite falling effective fees, demonstrating some operating resilience. Passive substitution and mixed investment results prevent interpreting this as durable competitive protection.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · 1/4 · First-half effective advisory fees excluding performance fees fell from 39.8 to 38.3 basis points, while average AUM grew faster than advisory revenue. This is weak realized pricing yield, although mix effects cannot be separated from direct fee cuts.
retention · — · The closed strategy and substantial AUM provide limited indirect evidence of continuing demand, but no adequate client-flow or renewal evidence establishes overall retention. Easy termination establishes contractual freedom to leave, not realized customer departures.
margin resilience · 2/4 · First-half 2026 revenue growth exceeded expense growth and operating income improved despite fee-yield erosion. However, 2025 GAAP operating income declined versus 2024 while adjusted income increased modestly, making the broader record mixed and sensitive to restructuring and acquisition adjustments.
contractual freedom · 1/4 · Material mutual fund advisory agreement changes require shareholder approval, and agreements generally permit termination without penalty after 60 days. These disclosed restrictions limit unilateral pricing freedom.
Predictability74
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 9.24
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 10.36
Financial strength—
Missing required inputs: debtFcfGrade, netDebtEbitGrade, interestCoverageGrade, currentRatioGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
Capital allocation—
Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- -0.89
- 3-year average SBC / revenue (%)
- 3.52
- cashConversionGrade
- 61.12
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Cash-funded shareholder returns, lower issued share count and increased cash plus discretionary investments support discipline. Acquisition-related growth disappointments, the determination that no contingent consideration would be earned for year-end 2026, and $278 million of future OHA commitments temper the assessment. Buyback value creation is not established.
incentive alignment · 3/4 · Actual 2025 awards allocated half of NEO long-term equity value to performance-based RSUs, with a three-year relative operating-margin condition and subsequent vesting, alongside ownership requirements and recoupment policies. These demonstrate substantial alignment mechanisms, without proving future vesting, ownership compliance or exceptional incentive effectiveness.
execution · 2/4 · Assessed partly from indirect operating evidence: first-half 2026 revenue and operating income improved, with adjusted expense growth contained. Mixed investment results, declining fee yield and acquisition growth disappointments prevent a strong overall execution grade; market-driven AUM gains are not attributed entirely to management.
governance · 3/4 · Independent key committees, a lead independent director, documented 2025 meeting participation and executive sessions, and incentive recoupment policies provide strong disclosed governance mechanisms. The combined chair and CEO role limits separation of authority. The 2026 nominee slate is not treated as an election result.
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.
Business: Capital Appreciation closure and share of AUM · Filed 13/02/2026
mutual funds that outperformed Morningstar median2,3 Equity 42% 69% 52% 74% Fixed Income 76% 79% 78% 80% Multi-Asset 28% 78% 53% 93% All Funds 42% 72% 54% 79% % of U.S.
2025 strategic performance: AUM-weighted investment results · Filed 17/03/2026
◼ Maintained #1 industry ranking as provider of actively managed Target Date strategies.
Individual achievements: actively managed Target Date ranking · Filed 17/03/2026
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.
2025 strategic performance: passive-peer and composite comparisons · 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.
MD&A: advisory revenue, average AUM and effective fee rates · Filed 31/07/2026
Investment management agreements typically provide the ability for termination upon relatively short notice with little or no penalty.
Business: investment agreement termination rights · 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.
Business: mutual fund agreement termination without penalty · 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.
Business: passive substitution and downward fee pressure · 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.
Risk factors: intermediary competition and distribution obligations · Filed 13/02/2026
Additionally, fund shareholders must approve material changes to these investment management agreements.
Business: shareholder approval of material advisory agreement changes · 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.
Unaudited income statement: first-half 2026 operating results · Filed 31/07/2026
GAAP Basis (FS line item) $ 5,126.0 $ 2,188.8 $ 686.7 $ 667.2 $ 2,087.1 $ 9.24 Non-GAAP adjustments: Acquisition-related: Investment and NCI amortization and impairments(1) (Capital allocation-based income and Compensation and related costs) 27.7 40.6 — 8.7 31.9 0.14 Acquisition-related retention arrangements(1) (Compensation and related costs) (56.7) 56.7 — 12.1 44.6 0.20 Intangible assets amortization and impairments(1) (111.3) 111.3 — 23.7 87.6 0.39 Total acquisition-related (140.3) 208.6 — 44.5 164.1 0.73 Deferred compensation liabilities(2) (Compensation and related costs) (136.3) 136.3 (142.4) (1.4) (4.7) (0.02) Restructuring charge(3) (177.3) 177.3 — 43.6 133.7 0.59 Consolidated investment products(4) (5.6) 9.8 (219.9) (21.0) (67.9) (0.30) Other non-operating income(5) — — (146.9) (29.5) (117.4) (0.52) Adjusted Basis $ 4,666.5 $ 2,720.8 $ 177.5 $ 703.4 $ 2,194.9 $ 9.72 Page 44 Table of Contents 2024 (in millions, except per-share amount) Operating expenses Net operating income Non-operating income (loss) Provision (benefit) for income taxes(6) Net income attributable to T.
MD&A: 2025 GAAP and adjusted operating results · Filed 13/02/2026
GAAP Basis (FS line item) $ 4,760.3 $ 2,333.3 $ 486.3 $ 683.8 $ 2,100.1 $ 9.15 Non-GAAP adjustments: Acquisition-related: Investment and NCI amortization and impairments(1) (Capital allocation-based income and Compensation and related costs) 37.1 50.4 — 10.2 40.2 0.18 Acquisition-related retention arrangements(1) (Compensation and related costs) (44.8) 44.8 — 10.4 34.4 0.15 Contingent consideration(1) 13.4 (13.4) — (1.8) (11.6) (0.05) Intangible assets amortization and impairments(1) (156.7) 156.7 — 32.2 124.5 0.54 Total acquisition-related (151.0) 238.5 — 51.0 187.5 0.82 Deferred compensation liabilities(2) (Compensation and related costs) (104.3) 104.3 (96.4) 1.7 6.2 0.03 Consolidated investment products(4) (6.2) 9.8 (130.3) (17.5) (67.3) (0.29) Other non-operating income(5) — — (110.9) (23.9) (87.0) (0.38) Adjusted Basis $ 4,498.8 $ 2,685.9 $ 148.7 $ 695.1 $ 2,139.5 $ 9.33 2023 (in millions, except per-share amount) Operating expenses Net operating income Non-operating income (loss) Provision (benefit) for income taxes(6) Net income attributable to T.
MD&A: 2024 GAAP and adjusted operating results · Filed 13/02/2026
These dividends and repurchases were expended using existing cash balances and cash generated from operations.
Liquidity: funding of dividends and share repurchases · 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
Balance sheet: issued common shares at June 2026 and December 2025 · Filed 31/07/2026
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.
MD&A: acquisition impairments from reduced growth expectations · Filed 13/02/2026
T. Rowe Price Group has committed $278 million for investment in future OHA product launches through 2030.
Commitments: future OHA product launches through 2030 · Filed 31/07/2026
◼ For 2025, 50% of the long-term equity award for NEOs were in performance-based RSUs tied to the attainment of a three-year objective performance goal.
Compensation discussion: actual 2025 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.
Compensation discussion: relative operating-margin performance condition · Filed 17/03/2026
If the Company achieves the three-year objective performance goal for the period 2026 through 2028, these awards would vest 50% per year starting in December 2029.
Compensation discussion: performance period and conditional future vesting · Filed 17/03/2026
a Impose stock ownership and retention requirements on our independent directors, executive officers, and other select members of senior management.
Executive compensation practices: ownership and retention requirements · Filed 17/03/2026
2 T. 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 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.
Governance: independent committees and actual 2025 board engagement · Filed 17/03/2026
/s/ Robert W. Sharps, Chair of the Board of Directors, Chief Executive Officer, and President (Principal Executive Officer) /s/ Glenn R.
Signatures: combined chair, CEO and president roles · Filed 13/02/2026
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.
Executive compensation practices: incentive recoupment policies · Filed 17/03/2026
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.
Compensation benchmarking: explicitly identified executive-talent competitors · Filed 17/03/2026
Morgan Asset Management, MFS Investment Management, Pacific Investment Management Company LLC, The Vanguard Group Inc., Wellington Management Company LLP, and Western Asset Management Co.
Compensation benchmarking: continuation of executive-talent competitor list · Filed 17/03/2026
mutual funds that outperformed Morningstar median2,3 Equity 48% 50% 51% 56% Fixed Income 64% 62% 52% 59% Multi-Asset 38% 57% 34% 68% All Funds 49% 56% 46% 61% % of U.S.
2025 strategic performance: fund comparisons with Morningstar medians · Filed 17/03/2026
In April 2026, it was determined and agreed that no contingent consideration would be earned and paid at the end of 2026.
Commitments: April 2026 determination of no year-end 2026 contingent consideration · 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.
Liquidity: cash and discretionary investments · Filed 31/07/2026
YTD 2025 (in millions) 6/30/2026 6/30/2025 $ Change % Change(1) 6/30/2026 6/30/2025 $ Change % Change(1) Compensation, benefits, and related costs $ 675.9 $ 648.8 $ 27.1 4.2 % $ 1,331.0 $ 1,306.7 $ 24.3 1.9 % Acquisition-related retention agreements 14.2 14.1 0.1 0.7 % 28.4 28.3 0.1 0.4 % Capital allocation-based income compensation(2) 6.8 (1.5) 8.3 n/m 18.2 (1.9) 20.1 n/m Market-related change in deferred compensation liabilities 126.5 66.3 60.2 n/m 105.5 59.1 46.4 78.5 % Total compensation and related costs 823.4 727.7 95.7 13.2 % 1,483.1 1,392.2 90.9 6.5 % Distribution and servicing costs 106.1 92.5 13.6 14.7 % 205.4 186.1 19.3 10.4 % Advertising and promotion costs 20.3 29.9 (9.6) (32.1) % 38.7 56.0 (17.3) (30.9) % Product and recordkeeping related costs 83.1 74.8 8.3 11.1 % 157.4 158.6 (1.2) (0.8) % Technology, occupancy, and facility costs(3) 205.9 195.0 10.9 5.6 % 410.3 376.2 34.1 9.1 % General, administrative, and other costs(3) 104.9 93.9 11.0 11.7 % 197.3 183.6 13.7 7.5 % Acquisition-related amortization and impairment costs 16.5 31.2 (14.7) (47.1) % 34.5 59.9 (25.4) (42.4) % Restructuring charge 6.7 — 6.7 n/m 16.7 — 16.7 n/m Total operating expenses $ 1,366.9 $ 1,245.0 $ 121.9 9.8 % $ 2,543.4 $ 2,412.6 $ 130.8 5.4 % Total adjusted operating expenses(4) $ 1,203.2 $ 1,147.2 $ 56.0 4.9 % $ 2,358.4 $ 2,282.3 $ 76.1 3.3 % (1) n/m - The percentage change is not meaningful.
MD&A: reported and adjusted operating expense growth · Filed 31/07/2026
