DEF 14A of Price T Rowe Group Inc, Mar 17, 2026

DEF 14A of Price T Rowe Group Inc

Filed Mar 17, 2026 · FY20250001104659-26-028876

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. Director Nominee Demographics

    Director Nominee Demographics

  3. Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2026

    | 2025 Grants of Plan-Based Awards Table | 67 | | Outstanding Equity Awards Table at December 31, 2025 | 68 | | 2025 Options Exercises and Stock Vested Table | 70 | | 2025 Nonqualified Deferred Compensation Table | 71 | | Potential Payments on Termination or Change in Control | 71 | | Chief Executive Officer Pay Ratio | 72 | | Pay Versus Performance | 73 | | Proposal 2 Advisory Vote on the Compensation Paid to Our Named Executive Officers | 76 | | Audit Matters | 77 | | Disclosure of Fees Charged by Our Independent Registered Public Accounting Firm | 77 | | Audit Committee Preapproval Policies | 78 | | Report of the Audit Committee | 79 | | Proposal 3 Ratification of the Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for 2026 | 80 | | Stock Ownership and Related Transactions | 81 | | Equity Compensation Plan Information | 81 | | Security Ownership of Certain Beneficial Owners and Management | 81 | | Delinquent Section 16(a) Reports | 83 | | Certain Relationships and Related Transactions | 83 | | Questions and Answers About the Proxy Materials and the Annual Meeting | 84 | | Stockholder Proposals for the 2027 Annual Meeting | 90 |

  4. Nominee Biographies

    Nominee Biographies Each of our director nominees provides significant individual attributes that are important to the overall makeup and functioning of our Board and described in the biographical summaries provided below:

  5. Nominee Biographies

    | Glenn R. August, 64 | | | Chief Executive Officer of OHA T. Rowe Price Group, Inc. Director since: 2021 Committee Memberships: ◼ Management Committee | Mr. August has been a director of Price Group, a vice president, and an employee since 2021. He is the founder and chief executive officer of Oak Hill Advisors, L.P. (OHA), an alternative investment firm specializing in performing and distressed credit investments, which was acquired by, and operates as a stand-alone business within, T. Rowe Price. He heads OHA’s global distressed investment business, chairs OHA’s Investment Strategy Committee, and participates in several fund investment committees. Mr. August is a member of the Management Committee. He co-founded the predecessor investment firm to OHA in 1987 and took responsibility for OHA’s credit and distressed investment activities in 1990. Prior to founding OHA and co-founding its predecessor investment firm in 1987, Mr. August worked at Morgan Stanley in New York and London. Mr. August earned a B.S. in industrial and labor relations from Cornell University and an M.B.A. from Harvard Business School, where he was a Baker Scholar. Mr. August has served on several corporate boards since 1987. From 2021 to 2024, Mr. August served on the board of directors of Lucid Group, Inc. From 2020 to 2024, he served as a member of the board of directors of Claritev (formerly MultiPlan, Inc.). His non-profit activities include serving on the boards of trustees of Horace Mann School, where he co-chairs the investment committee and serves on the executive committee, and The Mount Sinai Medical Center, where he serves on the finance, human capital management, and IT committees. He is also a member of the board of directors of Partnership for New York City. Mr. August brings to our Board deep expertise in alternative investments and valuable insight gained from his decades of building and leading the OHA platform. |

  6. Nominee Biographies

    | Mark S. Bartlett, 75 | | | Retired Managing Partner Ernst & Young Independent Director since: 2013 Committee Memberships: ◼ Audit (Chair) ◼ Executive Compensation and Management Development | Mr. Bartlett has been an independent director of Price Group since 2013 and serves as chair of the Audit Committee and as a member on the Executive Compensation and Management Development Committee. He was a partner at Ernst & Young, serving as managing partner of the firm’s Baltimore office and senior client service partner for the mid-Atlantic region. Mr. Bartlett began his career at Ernst & Young in 1972, serving until 2012, and has extensive experience in financial services, as well as other industries. Mr. Bartlett earned a B.S. in accounting from West Virginia University and attended the Executive Program at the Kellogg School of Business at Northwestern University. He also earned the designation of certified public accountant. Mr. Bartlett is a member of the board of directors, chair of the audit committee, and a member of the compensation committee of WillScot Mobile Mini Holdings Corp. He is also a member of the board of directors and a member of the audit committees of FTI Consulting, Inc., and Zurn Elkay Water Solutions Corp., and also serves as Zurn Elkay Water Solutions Corp.’s lead independent director. Mr. Bartlett offers our Board additional perspective on mergers and acquisitions, significant accounting and financial reporting experience, as well as expertise in the accounting-related rules and regulations of the SEC from his experience as a partner of a multinational audit firm. He has extensive finance knowledge, with a broad range of experience in financing alternatives, including the sale of securities, debt offerings, and syndications. |

  7. Nominee Biographies

    | William P. Donnelly, 64 | | | Retired Executive Vice President Mettler-Toledo International Inc. Independent Director since: 2023 Committee Memberships: ◼ Audit ◼ Executive Compensation and Management Development | Mr. Donnelly has been an independent director of Price Group since 2023 and serves as a member on the Audit Committee and the Executive Compensation and Management Development Committee. Mr. Donnelly was the executive vice president responsible for finance, investor relations, supply chain, and information technology for Mettler-Toledo International Inc., a leading global manufacturer of precision instruments and services for use in laboratories and manufacturing, when he retired in 2018 after more than 20 years. From 1997 to 2002 and from 2004 to 2014, Mr. Donnelly served as Mettler-Toledo’s chief financial officer. From 2002 to 2004, he served as division head of Mettler-Toledo’s product inspection and certain lab businesses. From 1993 to 1997, Mr. Donnelly served in various senior financial roles, including chief financial officer, of Elsag Bailey Process Automation, NV, and prior to that was an auditor with PricewaterhouseCoopers LLP from 1983 to 1993. Mr. Donnelly earned a B.S. in business administration from John Carroll University. Mr. Donnelly is the chair of the board of directors of Quanterix Corporation, where he previously served as a member of the audit and compensation committees. He is the lead independent director and a member of the board of directors of Ingersoll Rand, Inc., where he also serves as chair of the nominating and corporate governance committee and as a member of the audit committee. Mr. Donnelly brings to our Board substantial expertise with respect to corporate finance, operations, information technology, and mergers and acquisitions gained throughout his career as executive vice president and chief financial officer of a public company. |

  8. Nominee Biographies

    | Dina Dublon, 72 | | | Retired Executive Vice President and Chief Financial Officer JPMorgan Chase & Co. Independent Director since: 2019 Committee Memberships: ◼ Audit ◼ Executive Compensation and Management Development | Ms. Dublon has been an independent director of Price Group since 2019 and serves as a member on the Audit Committee and the Executive Compensation and Management Development Committee. She was the executive vice president and chief financial officer of JPMorgan Chase & Co., a financial services company, from 1998 to 2004. Ms. Dublon previously held numerous positions at JPMorgan Chase & Co. and its predecessor companies, including corporate treasurer, managing director of the financial institutions’ division, and head of asset liability management. Ms. Dublon earned a B.A. in economics and mathematics from Hebrew University of Jerusalem and an M.S. from Carnegie Mellon University. Ms. Dublon has been a member of the board of directors of PepsiCo, Inc., since 2005, where she serves as a member of the sustainability and public policy committee and the compensation committee. She previously served as chair of the audit committee. She also serves as a member of the independent audit quality committee of Ernst & Young USA, since 2020, and is chair of the board of advisors of Columbia University’s Mailman School of Public Health. She also serves on the boards of the Hastings Center and Westchester Land Trust. From 2021 to 2023, Ms. Dublon served as a director of Motive Capital Corp. II; from 2020 to 2022, as a director of Motive Capital Corp.; from 2002 to 2017, as a director of Accenture PLC; from 2013 to 2018, as a director of Deutsche Bank AG; from 2005 to 2014, as a director of Microsoft Corporation; and from 1999 to 2002, as a director of Hartford Financial Services Group, Inc. She previously served on the faculty of Harvard Business School and on the boards of several nonprofit organizations, including the Women’s Refugee Commission and Global Fund for Women. Ms. Dublon brings to our Board significant governance experience from serving on boards of global companies, accounting and financial reporting experience, as well as substantial expertise with respect to the financials sector, mergers and acquisitions, global markets, public policy, and corporate finance gained throughout her career in the financial services industry, particularly her role as executive vice president and chief financial officer of a major financial institution. |

  9. Nominee Biographies

    | Allan C. Golston, 59 | | | President, U.S. Program The Gates Foundation Independent Director since: 2025 Committee Memberships: ◼ Audit ◼ Executive Compensation and Management Development | Mr. Golston has been an independent director of Price Group since 2025 and serves as a member on the Audit Committee and the Executive Compensation and Management Development Committee. He is the president of the United States Program at the Gates Foundation, a private foundation dedicated to advancing initiatives in education, global health and community development since 2006. Prior to this role, he served as interim executive director of the Global Health Program and as chief financial and administrative officer at the Gates Foundation from 2005 to 2006 and 2000 to 2006, respectively. He also held senior finance positions at Swedish Health Services and the University of Colorado Hospital and served as an auditor with KPMG from 1989 to 1991. Mr. Golston earned a B.S. in accounting from the University of Colorado and a M.S. in business administration from Seattle University. Mr. Golston is a member of the board of directors of Harley-Davidson and serves as a member of the audit and finance committee and as chair of the nominating and corporate governance committee. He also served on the board of directors of Stryker Corporation from January 2011 through May 2025. Mr. Golston brings to our Board significant governance experience from serving on boards of global companies, accounting and financial reporting experience, as well as substantial expertise with respect to the non-profit sector. |

  10. Nominee Biographies

    | Robert F. MacLellan, 71 | | | Non-Executive Chairman Northleaf Capital Partners Independent Director since: 2010 Committee Memberships: ◼ Audit ◼ Executive ◼ Executive Compensation and Management Development (Chair) | Mr. MacLellan has been an independent director of Price Group since 2010 and serves as chair of the Executive Compensation and Management Development Committee and as a member on the Audit Committee and Executive Committee. He is the non-executive chair of Northleaf Capital Partners, an independent global private markets fund manager and advisor, and the non-executive chair of Magna International, Inc., a global manufacturer of auto parts. Mr. MacLellan served as chief investment officer of TD Bank Financial Group (TDBFG) from 2003 to 2009, where he was responsible for overseeing the management of investments for its Employee Pension Fund, The Toronto-Dominion Bank, TD Mutual Funds, and TD Capital Group. Earlier in his career, he was managing director of Lancaster Financial Holdings, a merchant banking group acquired by TDBFG in March 1995. Prior to that, Mr. MacLellan was vice president and director at McLeod Young Weir Limited (Scotia McLeod) and a member of the corporate finance department responsible for many corporate underwritings and financial advisory assignments. Mr. MacLellan earned a B.Com. from Carleton University and an M.B.A. from Harvard Business School. He also earned the designation of certified public accountant. Mr. MacLellan is the non-executive chair of the board of directors and a member of the technology committee of Magna International, Inc. From 2012 to 2018, he was the chair of the board of Yellow Media, Inc., a public company based in Montreal. Mr. MacLellan brings substantial experience and perspective to the Board with respect to the financial services industry, particularly his expertise in investment-related matters, including those relating to the mutual fund industry and the institutional management of investment funds, based on his tenure as chief investment officer of a major financial institution. He also brings an international perspective to the Board as well as significant accounting and financial reporting experience. |

  11. Nominee Biographies

    | Eileen P. Rominger, 71 | | | Former Senior Advisor CamberView Partners, LLC Independent Director since: 2021 Committee Memberships: ◼ Executive Compensation and Management Development ◼ Nominating and Corporate Governance (Chair) | Ms. Rominger has been an independent director of Price Group since 2021 and serves as chair of the Nominating and Corporate Governance Committee and as a member on the Executive Compensation and Management Development Committee. She was a senior advisor to CamberView Partners, LLC, a provider of investor-led advice for management and boards of public companies on shareholder engagement and corporate governance, from 2013 to 2018. Ms. Rominger also was the director of the Division of Investment Management at the Securities and Exchange Commission (SEC) from 2011 to 2012 and was the global chief investment officer from 2008 to 2011 and a partner from 2004 to 2011 at Goldman Sachs Asset Management. She began her career in 1981 at Oppenheimer Capital, where she worked for 18 years as a securities analyst and then as an equity portfolio manager, serving as a managing director and a member of the executive committee. Ms. Rominger earned a B.A. in English from Fairfield University and an M.B.A. in finance from the University of Pennsylvania, The Wharton School. Ms. Rominger served as a member of the board of directors of Swiss Re from 2018 to 2020 and served as a director on several of its subsidiaries until 2022. She previously served on the board of directors of Permal Asset Management, Inc., a private company, from 2012 to 2013. Ms. Rominger brings a broad range of valuable leadership and investment management experience to our Board. She also has extensive experience with complex issues relevant to the Company’s business, including budget and fiscal responsibility, economic, regulatory policy, and women’s issues. |

  12. Nominee Biographies

    | Robert W. Sharps, 54 | | | Chair, Chief Executive Officer and President T. Rowe Price Group, Inc. Director since: 2021 Committee Memberships: ◼ Executive (Chair) ◼ Management (Chair) ◼ Management Compensation and Development (Chair) | Mr. Sharps has been the Chair of the Board since May 2024 and a director of Price Group since 2021. He is the chief executive officer (CEO) and president of Price Group and is the chair of the Company’s Executive, Management, and Management Compensation and Development Committees. Mr. Sharps has been with Price Group since 1997, beginning as an analyst specializing in financial services stocks, including banks, asset managers, and securities brokers, in the U.S. Equity Division. He was the lead portfolio manager of the Institutional Large-Cap Growth Equity Strategy from 2001 to 2016. In 2016, Mr. Sharps stepped down from portfolio management to assume an investment leadership position as co-head of Global Equity, at which time he joined the Management Committee. He was head of Investments and group chief investment officer from 2017 to 2021. In February 2021, Mr. Sharps became President of Price Group and then CEO in January 2022. Prior to Price Group, he completed an internship as an equity research analyst at Wellington Management. Mr. Sharps also was employed by KPMG Peat Marwick as a senior management consultant, where he focused on corporate transactions, before leaving to pursue his M.B.A. in 1995. Mr. Sharps earned a B.S., summa cum laude, in accounting from Towson University and an M.B.A. in finance from the University of Pennsylvania, The Wharton School. He also has earned the Chartered Financial Analyst® designation. Mr. Sharps currently serves on the boards of directors of the Baltimore Curriculum Project and the Greater Washington Partnership and the board of trustees for Bridges of Baltimore. He previously served on the St. Paul’s School board of trustees and was chair of the investment committee from July 2015 to June 2020. He also spent six years on Towson University’s College of Business and Economics alumni advisory board. Mr. Sharps brings to our Board insight into the critical investment component of our business based on the leadership roles he has held in the Equity Division of Price Group and his over 25-year career with the Company. CFA® and Chartered Financial Analyst® are registered trademarks owned by CFA Institute. |

  13. Nominee Biographies

    | Cynthia F. Smith, 57 | | | Chair and Chief Executive Officer Chariot Re Independent Director since: 2023 Committee Memberships: ◼ Audit ◼ Executive Compensation and Management Development | Ms. Smith has been an independent director of Price Group since 2023 and serves as a member on the Audit Committee and the Executive Compensation and Management Development Committee. Ms. Smith is the chair and chief executive officer of Chariot Reinsurance, Ltd. (Chariot Re), a Bermuda-based Class E life and annuity reinsurance company, since 2025. Prior to her appointment as chair and chief executive officer of Chariot Re, Ms. Smith led MetLife’s group benefits regional business and served on the MetLife finance leadership team. Her other senior roles across businesses and functions during more than 30 years at MetLife include strategy, finance, sales, service, delivery, underwriting, technology, and large-scale business transformation. Ms. Smith earned a B.A. in accounting from Aurora University and an M.B.A. with a concentration in information technology from Benedictine University. She is a certified management accountant and a graduate of the executive management program at Smith College. Ms. Smith previously served as a member of the boards of directors for Versant Health, a wholly owned subsidiary of MetLife, and MetLife Legal Plans, Inc., which is also owned by MetLife. Ms. Smith brings to our Board a broad range of valuable financial management and investment management experience, along with a deep understanding of how investment products are distributed to clients. She also has extensive experience with complex issues relevant to the Company’s business, including budget and fiscal responsibility, client experience, and women’s issues. |

  14. Nominee Biographies

    | Robert J. Stevens, 74 | | | Retired Chairman, President, and Chief Executive Officer Lockheed Martin Corporation Independent Director since: 2019 Committee Memberships: ◼ Executive Compensation and Management Development ◼ Nominating and Corporate Governance | Mr. Stevens has been an independent director of Price Group since 2019 and serves as a member on the Executive Compensation and Management Development Committee and the Nominating and Corporate Governance Committee. He was the chairman, president, and chief executive officer of Lockheed Martin Corporation, an American aerospace, defense, arms, security, and advanced technologies company, from 2005 to 2012, and served as executive chairman in 2013. He also served as Lockheed Martin’s chief executive officer from August 2004 through 2012. Previously, Mr. Stevens held a variety of executive positions with Lockheed Martin, including president and chief operating officer, chief financial officer, and head of strategic planning. Mr. Stevens earned a B.A. in psychology from Slippery Rock University of Pennsylvania, an M.S. in industrial engineering and management from the New York University Tandon School of Engineering, and an M.S. in business from Columbia University. Mr. Stevens serves on the board of directors of U.S. Steel. He also serves on the advisory board of the Marine Corps Scholarship Foundation and is a member of the Council on Foreign Relations. From 2002 to 2018, he was the lead independent director of Monsanto Corporation, where he also served as the chair of the nominating and corporate governance committee and a member of the audit committee. Mr. Stevens served as a director of United States Steel Corporation from 2015 to 2018, where he was on the corporate governance and public policy committee and the compensation and organization committee. Mr. Stevens brings to our Board significant executive management experience. He also adds additional perspective to our Board regarding financial matters, mergers and acquisitions, strategic leadership, and international operational experience based on his tenure as chief executive officer of a publicly traded, multinational corporation. |

  15. Nominee Biographies

    | Richard R. Verma, 57 | | | Chief Administrative Officer Mastercard Incorporated Independent Director since: 2025 Committee Memberships: ◼ Executive Compensation and Management Development ◼ Nominating and Corporate Governance | Mr. Verma has been an independent director of Price Group since 2025 and serves as a member on the Executive Compensation and Management Development Committee and the Nominating and Corporate Governance Committee. Mr. Verma is the chief administrative officer for Mastercard Incorporated, an American multinational financial services corporation, overseeing the company’s law, government affairs and policy, franchise, corporate security, and community and belonging functions since 2025. He is also a member of the company’s executive leadership team and management committee. Previously, he served as the deputy secretary of state for management and resources and acted as chief operating officer of the United States Department of State from 2023 to 2025, the general counsel and head of global public policy at Mastercard from 2020 to 2023, the vice chairman and a partner at The Asia Group from 2017 to 2020, and as United States Ambassador to India from 2014 to 2017. Mr. Verma was assistant secretary of state for legislative affairs from 2009 to 2011 and was senior national security advisor to the U.S. Senate majority leader from 2004 to 2007. He also was a partner and senior counselor with Steptoe & Johnson LLP, a global law firm, and is a U.S. Air Force veteran, who served as judge advocate during active duty. Mr. Verma holds a doctorate in international relations from Georgetown University; a law degree, cum laude, from American University; a masters of law with distinction in international law from Georgetown University Law Center; and a bachelor of science from Lehigh University. Mr. Verma is a board member of the Ford Foundation, and has previously served on the boards for Lehigh University and the National Endowment for Democracy. In addition Mr. Verma served on our Board from 2018 to 2023. Mr. Verma brings substantial experience and a global perspective to our Board with respect to public policy, business, foreign and legislative affairs, strategic leadership, and corporate social responsibility. |

  16. Nominee Biographies

    | Sandra S. Wijnberg, 69 | | | Former Partner and Chief Administrative Officer Aquiline Holdings LLC Independent Director since: 2016 Committee Memberships: ◼ Audit ◼ Executive Compensation and Management Development | Ms. Wijnberg has been an independent director of Price Group since 2016 and serves as a member on the Audit Committee and on the Executive Compensation and Management Development Committee. She was an executive advisor to Aquiline Holdings LLC, a registered investment advisory firm from 2015 to early 2019, where she previously served as a partner and chief administrative officer from 2007 to 2014. Previously, Ms. Wijnberg served as the senior vice president and chief financial officer of Marsh & McLennan Companies, Inc., and was treasurer and interim chief financial officer of YUM! Brands, Inc. Prior to that, she held financial positions with PepsiCo, Inc., and worked in investment banking at Morgan Stanley. In addition, from 2014 through 2015, Ms. Wijnberg was deputy head of mission for the Office of the Quartet, a development project under the auspices of the United Nations. Ms. Wijnberg earned a B.A. in English literature from the University of California, Los Angeles, and an M.B.A. from the University of Southern California’s Marshall School of Business. Ms. Wijnberg is a member of the board of directors, chair of the audit committee, and a member of the nominating and corporate governance committee of Automatic Data Processing, Inc. She is a member of the board of directors, chair of the audit committee, and a member of the finance and strategy committee of Cognizant Technology Solutions Corp. She is chair of the board of directors and a member of the nominating and corporate governance and audit, risk, and compliance committees of Hippo Holdings, Inc. From 2003 to 2016, Ms. Wijnberg served on the board of directors of Tyco International, PLC, and from 2007 to 2009, she served on the board of directors of TE Connectivity, Ltd. She is a trustee of the John Simon Guggenheim Memorial Foundation. Ms. Wijnberg brings to our Board a global perspective along with substantial financials sector, corporate finance, and management experience based on her roles at Aquiline, Marsh & McLennan, and YUM! Brands, Inc. |

  17. Nominee Biographies

    | Alan D. Wilson, 68 | | | Retired Executive Chairman McCormick & Company, Inc. Lead Independent Director Independent Director since: 2015 Committee Memberships: ◼ Executive ◼ Executive Compensation and Management Development ◼ Nominating and Corporate Governance | Mr. Wilson has been an independent director of Price Group since 2015 and serves as a member on the Executive Committee, the Executive Compensation and Management Development Committee, and the Nominating and Corporate Governance Committee and is also the lead independent director of the Board. He was executive chair of McCormick & Company, Inc., a global leader in flavor, seasonings, and spices, and held many executive management roles, including chairman, president, and chief executive officer from 2008 to 2016. Mr. Wilson earned a B.S. in communications from the University of Tennessee. He attended school on an R.O.T.C. scholarship and, following college, served as a U.S. Army captain, with tours in the United States, the United Kingdom, and Germany. Mr. Wilson is a member of the board of directors of Smurfit Westrock Company and serves on the compensation and nominating and corporate governance committees. He also serves as chair for the University of Tennessee’s Foundation and serves on the investment advisory council. Mr. Wilson brings to our Board significant executive management experience, having led a publicly traded, multinational company. He also provides additional perspective regarding general management, strategic leadership, and financial matters. |

  18. Election of Directors

    Election of Directors In this proxy statement, 13 director nominees are presented pursuant to the recommendation of the Nominating and Corporate Governance Committee. All have been nominated by the Board to hold office until the next annual meeting of stockholders and until their respective successors are elected and qualify.

  19. Election of Directors

    | | Recommendation of the Board We recommend that you vote FOR all the director nominees under Proposal 1. | Vote Required |

  20. Election of Directors

    If any director nominee becomes unable or unwilling to serve between now and the Annual Meeting, proxies will be voted FOR the election of a replacement recommended by the Nominating and Corporate Governance Committee and approved by the Board. Corporate Governance

  21. Compensation of Directors

    Compensation of Directors The Nominating and Corporate Governance Committee is responsible for periodically reviewing non-employee director compensation and benefits and recommending changes, if appropriate, to the full Board. Our non-employee director compensation program is designed to accomplish a number of objectives: Align the interests of our non-employee directors with those of our stockholders, ◼ Provide competitive compensation for service to the Board by our non-employee directors, ◼ Maintain appropriate consistency with our approach to compensation for our executive officers and senior employees, and ◼ Attract and retain a diverse mix of capable and highly qualified directors. We provide both cash and equity compensation annually to our directors and believe that, over time, cash and equity compensation should reflect approximately 40% and 60%, respectively, of the total compensation paid to our directors. The cash compensation component is based primarily on an annual retainer coupled with additional retainers for the lead director role and committee and committee chair roles. The equity compensation component is in the form of full-value awards and the possibility of electing restricted stock units (RSUs), as further explained below. We believe our total compensation package and compensation structure is comparable to and in line with other major financial services companies. The Nominating and Corporate Governance Committee periodically reviews and considers competitive market practices. In 2025, the Board approved changes to the compensation program for our non-employee directors after reviewing current market practices and discussions with its compensation consultant.

  22. 2025 Director Compensation1

    2025 Director Compensation1 The following table sets forth information regarding the compensation earned by, or paid to, directors who served on our Board during 2025. As officers of Price Group, Mr. Sharps and Mr. August did not receive separate directors’ fees, so they have been omitted from this table. Mr. Sharps and Mr. August each appear in our Summary Compensation Table as NEOs.

  23. 2025 Director Compensation1

    | NAME | FEES EARNED OR PAID IN CASH | STOCK AWARDS2,3 | ALL OTHER COMPENSATION4 | TOTAL | | Mark S. Bartlett | $146,210 | $200,040 | $7,500 | $353,750 | | William P. Donnelly | $— | $372,127 | $10,000 | $382,127 | | Dina Dublon | $128,100 | $246,504 | $10,000 | $384,604 | | Allan C. Golston | $27,836 | $303,712 | $8,750 | $340,298 | | Robert F. MacLellan | $— | $403,033 | $10,000 | $413,033 | | Eileen P. Rominger | $133,278 | $200,040 | $— | $333,318 | | Cynthia F. Smith | $128,100 | $217,971 | $— | $346,071 | | Robert J. Stevens | $— | $422,400 | $— | $422,400 | | Richard R. Verma | $26,740 | $303,712 | $10,000 | $340,452 | | Sandra S. Wijnberg | $— | $379,779 | $10,000 | $389,779 | | Alan D. Wilson | $— | $537,184 | $— | $537,184 |

  24. 2025 Director Compensation1

    Includes only those columns relating to compensation awarded to, earned by, or paid to non-employee directors for their services in 2025. All other columns have been omitted. The following table represents the equity awards granted in 2025 to certain of the non-employee directors named above. Represents the full grant date fair value of RSAs or RSUs granted in accordance with FASB ASC Topic 718. The fair value was computed using the market price per share of Price Group common stock on the date of grant multiplied by the target number of units, as this was considered the probable outcome. In accordance with the 2017 Director Plan, each non-employee director was awarded a grant date value of $200,000. In addition, pursuant to our 2017 Director Plan, some directors elected to have their fees, which are typically paid semiannually, deferred into RSUs. The holders of RSUs also receive dividend equivalents in the form of additional vested RSUs on each of the Company’s quarterly dividend payment dates. The award value or dividend equivalent value was converted to RSAs or RSUs, using the closing stock price of our common stock on the date of grant. Fractional shares were rounded up to the nearest whole share.

  25. 2025 Director Compensation1

    | DIRECTOR | GRANT DATE | NUMBER OF RESTRICTED SHARES | NUMBER OF RSUs | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS | | Mark S. Bartlett | 5/9/2025 | 2,157 | | $200,040 | | William P. Donnelly | 3/28/2025 | | 90 | $8,286 | | | 5/9/2025 | | 2,157 | $200,040 | | | 6/27/2025 | | 116 | $11,141 | | | 6/30/2025 | | 670 | $64,655 | | | 9/29/2025 | | 117 | $12,139 | | | 12/30/2025 | | 119 | $12,288 | | | 12/31/2025 | | 621 | $63,578 | | Dina Dublon | 3/28/2025 | | 124 | $11,386 | | | 5/9/2025 | 2,157 | | $200,040 | | | 6/27/2025 | | 120 | $11,543 | | | 9/29/2025 | | 113 | $11,696 | | | 12/30/2025 | | 114 | $11,839 | | Allan C. Golston | 10/28/2025 | | 2,859 | $300,081 | | | 12/30/2025 | | 35 | $3,631 | | Robert F. MacLellan | 3/28/2025 | | 168 | $15,348 | | | 5/9/2025 | 2,157 | | $200,040 | | | 6/27/2025 | | 162 | $15,561 | | | 6/30/2025 | | 710 | $68,515 | | | 9/29/2025 | | 161 | $16,668 | | | 12/30/2025 | | 163 | $16,873 | | | 12/31/2025 | | 684 | $70,028 | | Eileen P. Rominger | 5/9/2025 | 2,157 | | $200,040 | | Cynthia F. Smith | 3/28/2025 | | 26 | $2,354 | | | 5/9/2025 | | 2,157 | $200,040 | | | 6/27/2025 | | 53 | $5,126 | | | 9/29/2025 | | 50 | $5,194 | | | 12/30/2025 | | 51 | $5,257 | | Robert J. Stevens | 3/28/2025 | | 247 | $22,616 | | | 5/9/2025 | | 2,157 | $200,040 | | | 6/27/2025 | | 267 | $25,669 | | | 6/30/2025 | | 613 | $59,155 | | | 9/29/2025 | | 259 | $26,787 | | | 12/30/2025 | | 262 | $27,115 | | | 12/31/2025 | | 596 | $61,018 | | Richard R. Verma | 10/28/2025 | | 2,859 | $300,081 | | | 12/30/2025 | | 35 | $3,631 |

  26. 2025 Director Compensation1

    | DIRECTOR | GRANT DATE | NUMBER OF RESTRICTED SHARES | NUMBER OF RSUs | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS | | Sandra S. Wijnberg | 3/28/2025 | | 153 | $13,986 | | | 5/9/2025 | 2,157 | | $200,040 | | | 6/27/2025 | | 148 | $14,180 | | | 6/30/2025 | | 613 | $59,155 | | | 9/29/2025 | | 146 | $15,146 | | | 12/30/2025 | | 148 | $15,332 | | | 12/31/2025 | | 605 | $61,940 | | Alan D. Wilson | 3/28/2025 | | 453 | $41,465 | | | 5/9/2025 | | 2,157 | $200,040 | | | 6/27/2025 | | 466 | $44,779 | | | 6/30/2025 | | 742 | $71,603 | | | 9/29/2025 | | 447 | $46,313 | | | 12/30/2025 | | 452 | $46,882 | | | 12/31/2025 | | 841 | $86,102 |

  27. 2025 Director Compensation1

    The following table represents the aggregate number of equity awards outstanding as of December 31, 2025.

  28. 2025 Director Compensation1

    | DIRECTOR | UNVESTED STOCK AWARDS | UNVESTED RSUs | UNEXERCISED OPTION AWARDS | TOTAL | VESTED RSUs | | Mark S. Bartlett | 2,157 | | | 2,157 | — | | William P. Donnelly | | 2,239 | | 2,239 | 8,176 | | Dina Dublon | 2,157 | | | 2,157 | 9,437 | | Allan C. Golston | — | 2,894 | | 2,894 | — | | Robert F. MacLellan | 2,157 | | 8,834 | 10,991 | 14,132 | | Eileen P. Rominger | 2,157 | | | 2,157 | — | | Cynthia F. Smith | | 2,239 | | 2,239 | 1,951 | | Robert J. Stevens | | 2,239 | | 2,239 | 19,969 | | Richard R. Verma | | 2,894 | | 2,894 | 0 | | Sandra S. Wijnberg | 2,157 | | | 2,157 | 12,825 | | Alan D. Wilson | | 2,239 | | 2,239 | 35,969 |

  29. 2025 Director Compensation1

    4 The amounts represent personal gifts matched by our sponsored T. Rowe Price Foundation to qualified charitable organizations. Risk Management Oversight

  30. 2025 Compensation Decisions for Our Chief Executive Officer

    2025 Compensation Decisions for Our Chief Executive Officer During 2024 and 2025, our Compensation Committee considered the compensation program for our CEO and following discussions with its compensation consultant, determined to maintain the structure from 2024. The Compensation Committee determined that 70% of our CEO’s annual incentive compensation and long-term incentive compensation (Incentive Compensation) would be based on the achievement of certain quantitative measures, with the remaining 30% determined by attainment of strategic goals. In addition, the Compensation Committee determined that the CEO’s Incentive Compensation would be distributed approximately 50% in the form of cash from the AICP and 50% in the form of equity awards. The two graphics below show the CEO’s Incentive Compensation design and his overall compensation mix.

  31. 2025 Compensation Decisions for Other NEOs

    2025 Compensation Decisions for Other NEOs The annual compensation for Ms. Dardis and Mr. Veiel decreased in 2025 as a result of the Company’s financial performance and relative investment performance during the year. Our AICP, in which the majority of our NEOs participate, is funded as a percentage of net operating income (adjusted). Our long-term incentive awards granted to nearly all of the NEOs have a potential vesting period over five years, split equally between time-based RSUs, which are subject to a three-year vesting schedule and performance-based RSUs, which are subject to a three-year performance goal which, if achieved, would provide vesting in years four and five from the grant date. The graphic below shows the overall compensation mix for our NEOs other than our CEO.

  32. Executive Compensation Practices

    | WHAT WE DO | WHAT WE DON’T DO | | a Include all independent directors on the Compensation Committee. a Impose stock ownership and retention requirements on our independent directors, executive officers, and other select members of senior management. a Emphasize variable compensation based on performance, including long-term equity incentive compensation. a Grant 50% of NEOs’ long-term equity award value as performance-based RSUs, with a three-year objective performance goal and two additional years of time-based vesting. a Impose double-trigger vesting on acceleration of awards granted under our 2020 Long-Term Incentive Plan (2020 Plan) in the event we are acquired by another company. a Engage an independent compensation consultant who provides services only to the Board and provides no other services to the Company or its management. a Use a comprehensive risk management program designed to identify, evaluate, and control risks; our compensation and stock ownership programs work within this risk management framework. 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. a Take into account the input the Compensation Committee has received from stockholders and consider changes to our compensation program based on the same. | X Allow executives or independent directors to short-sell Company stock or hedge to offset a possible decrease in the market value of Company stock held by them. X Provide excise tax gross-ups. X Pay dividends on unearned performance-based RSUs. X Accelerate the vesting of equity awards on an executive officer’s retirement. X Permit the repricing or exchange of equity awards in any scenario without stockholder approval. X Sponsor any supplemental executive retirement plans or provide significant perquisites and other personal benefits to our executive officers. |

  33. Annual Incentive Compensation Plan Bonus Pool

    Annual Incentive Compensation Plan Bonus Pool The AICP provides that, unless otherwise approved by the Compensation Committee, the maximum bonus pool for participating executives will be equal to 5% of the Company’s net operating income adjusted to exclude, if any, (i) the effects of goodwill impairment; (ii) the cumulative effect of changes in accounting policies or principles; (iii) gains or losses from discontinued operations; and (iv) unusual or nonrecurring gains, losses, or expenses. The Compensation Committee also established maximum individual bonuses as a percentage of the AICP formula; however, they retain the right to award an amount that was less than each NEO’s maximum. The amounts awarded under the AICP are part of the Company’s annual bonus program in which all employees are eligible to participate, except for those supporting the OHA business. The OHA CEO, along with all OHA employees, are not eligible to participate in the AICP, as they participate in a separate incentive program that was contractually agreed to at the time of the acquisition, as further described below. The Company’s annual bonus program is managed by the Compensation Committee and the Management Compensation and Development Committee and is funded based on the Company’s financial results. Additional considerations include the Company’s investment performance, service quality for clients, and progress toward stated objectives relating to the Company’s long-term strategies.

  34. Long-Term Equity Awards

    Long-Term Equity Awards We believe our long-term equity program is a significant factor in maintaining a strong correlation between the compensation of our investment professionals and key managers, including our NEOs, and the long-term interests of our clients and stockholders. In the case of our NEOs, we split the long-term equity awards equally between time-based and performance-based awards to emphasize long-term stockholder alignment for our NEOs. Our long-term equity awards have a potential vesting period over five years, with the time-based RSUs subject to a three-year vesting schedule beginning on the one-year anniversary following the grant date and performance-based RSUs subject to a performance goal, which, if achieved, would vest equally on the fourth and fifth anniversary of the grant date. Performance-based RSUs are subject to a three-year performance period that begins on January 1 of the year following the grant and ends on December 31 of the third year following the grant. The performance goal for the performance-based RSUs is the Company’s operating margin relative to peers. The number of performance-based RSUs earned, if any, is determined by comparing the Company’s operating margin with the average operating margin of a peer group for the same period. Any performance-based RSUs earned after the three-year performance period will vest in equal annual installments beginning in December of the year following the end of the performance period (years four and five after the grant). Equity awards reflect long-term value added by the individual as well as their potential for future contributions. The total award granted to an NEO from year to year also reflects individual performance and an assessment of compensation positioning versus the market. The ultimate value realized from an equity award fluctuates with the Company’s stock price, thus aligning NEO pay with stockholder interests. The Compensation Committee did not approve any long-term equity awards to Mr. August in 2025, due to his long-term variable incentive compensation being directly tied to OHA results in the form of carried interest.

  35. Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Granting of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We generally grant equity awards in connection with annual compensation decisions at year-end, or when a new employee is hired. We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock and do not time the public release of such information based on award grant dates. During the last completed fiscal year, we did not make awards to any NEO during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or annual report on Form 10-K or the filing or furnishing of a current report on Form 8-K, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  36. Annual Variable Compensation

    | ELEMENT | KEY FEATURES | PURPOSE | | AICP | ◼ Performance based and represents a material portion of the NEO’s total compensation. ◼ Administered by the Compensation Committee. ◼ Part of the Company’s annual bonus pool, in which most employees participate. Executive officers and other employees engaged in the OHA business participate in the OHA Pool and not the AICP or the Company’s overall bonus pool. ◼ Sets an aggregate maximum bonus pool for eligible NEOs based solely on Company financial performance in the current year. The Compensation Committee annually determines the maximum percentage of the total AICP pool, which serves as a limit on the amount that can be awarded to each NEO. ◼ Actual bonus amounts reflect the Company’s financial and operating performance relative to annual goals and objectives plus individual performance and contributions. ◼ Actual bonus amounts for each NEO are typically lower than the maximum amount under the plan. | ◼ Provides structure for incentive compensation and, coupled with the use of judgment by the Compensation Committee, aligns cash compensation to the Company’s annual performance. ◼ Rewards NEOs for achievement of annual Company goals and objectives of our long-term strategy. ◼ Provides competitive cash compensation to attract and retain diverse high-quality talent. | | OHA Employees Only | | | | OHA Pool | ◼ Represents a fixed percentage of the management fees and current performance fees earned from OHA-managed funds. ◼ Represents an annual bonus program for all OHA employees. | ◼ Creates a strong link between realized compensation for an NEO who is an executive of OHA and performance of the OHA-managed funds. |

  37. Annual Variable Compensation

    | ELEMENT | KEY FEATURES | PURPOSE | | Long-Term Equity Awards | ◼ Represents a significant portion of total compensation and are earned over five years. ◼ The grant value for each NEO reflects their level of corporate management and functional responsibility, competitive assessment of similar roles within the marketplace, individual performance, and expected future long-term contributions. ◼ 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. ◼ 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. 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. ◼ The remaining 50% of the long-term equity award for NEOs were time-based RSUs that vest at 331/3% per year starting in December 2026. ◼ Grants are awarded at the regularly scheduled December meeting of the Compensation Committee. | ◼ Creates a strong link between NEO realized compensation and stock performance. ◼ Provides a significant incentive to protect and enhance stockholder value and profitability. ◼ Enhances the link between compensation and long-term Company performance through performance-based RSUs. ◼ Provides competitive compensation to attract and retain diverse high-quality talent. | | OHA Employees Only | | | | Carried Interest | ◼ Represents the amount of net proceeds of certain OHA funds that are available for distribution pursuant to the funds’ partnership agreement, at the discretion of the funds’ general partner, and distributed in accordance with the allocation provisions set forth in the funds’ partnership agreement. | ◼ Creates a strong link between realized compensation of an NEO who is an executive of OHA and the performance of the business they manage. |

  38. Compensation Recoupment Policies

    Compensation Recoupment Policies Our Board has adopted a Policy for Recoupment of Incentive Compensation for executive officers of the Company. This policy provides that, in the event of a determination of a need for a material restatement of the Company’s financial results within three years of the original reporting, the Board will review the facts and circumstances that led to the requirement for the restatement and will take actions it deems necessary and appropriate. The Board will consider whether any executive officer received incentive compensation, including equity awards, based on the original financial statements that in fact was not warranted based on the restatement. The Board will also consider the accountability of any executive officer whose acts or omissions were responsible in whole or in part for the events that led to the restatement. The actions the Board could elect to take against a particular executive officer include: the recoupment of all or part of any cash incentive or other incentive compensation paid to the executive officer, including recoupment in whole or in part of equity awards; disciplinary actions, up to and including termination; and/or the pursuit of other available remedies, at the Board’s discretion. In addition, effective for compensation awarded for periods beginning on or after October 2, 2023, the Board adopted an Erroneously Awarded Compensation Recoupment Policy (Recoupment Policy) as required by the Sarbanes-Oxley Act. The Recoupment Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation following accounting restatements from persons who served as an executive officer of the Company at any time during the performance period for such incentive-based compensation and who received such compensation during the three fiscal years preceding the date on which the Company is required to prepare an accounting restatement. The compensation to be recovered is the amount in excess of what would have been paid based on the restated results. Recovery will be required on a “no fault” basis, without regard to whether any misconduct occurred and without regard to whether an executive officer was responsible for the erroneous financial statements.

  39. How We Aligned CEO Incentive Compensation to Company Performance

    How We Aligned CEO Incentive Compensation to Company Performance In 2024, our Compensation Committee changed our CEO’s compensation structure to more closely link the CEO’s Incentive Compensation with the Company’s performance. The Compensation Committee remains committed to this approach and thus retained the structure for 2025. At the beginning of 2025, the Compensation Committee approved the following framework for our CEO’s Incentive Compensation: Incentive Compensation shall be approximately 50% in the form of cash and 50% in the form of equity awards. ◼ Target Incentive Compensation for the CEO was set at $18,350,000, with a minimum threshold of $12,400,000 and a maximum of $29,400,000. ◼ Incentive Compensation was based 70% on quantitative financial measures and 30% on qualitative strategic measures. ◼ The Compensation Committee established a range (minimum to maximum) of outcomes for each measure resulting in the potential outcome of the scorecard being between 0% and 160% of the target. ◼ The quantitative financial measures approved by the Compensation Committee were: ◼ 2025 Adjusted Operating Margin (defined below) ◼ Company’s Relative Investment Performance (defined below) ◼ Company’s Relative Organic Growth Rate (defined below) ◼ The qualitative strategic measures approved by the Compensation Committee were: ◼ Compensation Committee’s assessment of the CEO’s performance against strategy, operations, and technology categories of the Company’s annual scorecard. ◼ Compensation Committee’s assessment of the CEO’s performance against talent and assessment of succession planning categories of the Company’s annual scorecard. The graphic below reflects which portion of the CEO’s target Incentive Compensation was tied to each element.

  40. Step 2—Qualitative Assessment of Company Performance

    | INCENTIVE COMPENSATION METRIC | WEIGHT | 2025 OUTCOME | | CEO’s performance against strategy and operations/technology categories of the Company’s scorecard. | 20% | As expected | | CEO’s performance against talent and assessment of succession planning categories of the Company’s scorecard. | 10% | As expected |

  41. Investment Performance1

    ◼ As of December 31, 2025, 68 of 141 (48%) of our rated U.S. mutual funds (across primary share classes) received an overall rating of 4 or 5 stars. By comparison, 32.5% of Morningstar’s fund population is given a rating of 4 or 5 stars(6). In addition, 60%(6) of AUM in our rated U.S. mutual funds (across primary share classes) ended 2025 with an overall rating of 4 or 5 stars. 1 The investment performance reflects that of T. Rowe Price-sponsored mutual funds and composites AUM. 2 Source: © 2026 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information. 3 Source: Morningstar. Primary share class only. Excludes money market mutual funds, funds with an operating history of less than 1 year, T. Rowe Price passive funds, and T. Rowe Price funds that are clones of other funds. The top chart reflects the percentage of T. Rowe Price funds with 1-, 3-, 5-, and 10-year track record that are outperforming the Morningstar category median. The bottom chart reflects the percentage of T. Rowe Price funds AUM that has outperformed for the time periods indicated. Total fund AUM included for this analysis includes $329 billion for 1 year, $319 billion for 3 years, $317 billion for 5 years, and $316 billion for 10 years. Passive peer median was created by T. Rowe Price using data from Morningstar. Primary share class only. Excludes money market mutual funds, funds with an operating history of less than 1 year, funds with fewer than 3 peers, T. Rowe Price passive funds, and T. Rowe Price funds that are clones of other funds. This analysis compares T. Rowe Price active funds with the applicable universe of passive/index open-ended funds and ETFs of peer firms. The top chart reflects the percentage of T. Rowe Price funds with 1-, 3-, 5-, and 10-year track record that are outperforming the passive peer universe. The bottom chart reflects the percentage of T. Rowe Price funds AUM that has outperformed for the time periods indicated. Total AUM included for this analysis includes $272 billion for 1 year, $262 billion for 3 years, $260 billion for 5 years, and $252 billion for 10 years. Composite net returns are calculated using the highest applicable separate account fee schedule. Excludes money market composites. All composites compared with official GIPS composite primary benchmark. The top chart reflects the percentage of T. Rowe Price composites with 1-, 3-, 5-, and 10-year track record that are outperforming their benchmarks. The bottom chart reflects the percentage of T. Rowe Price composite AUM that has outperformed for the time periods indicated. Total AUM included for this analysis includes $1,565 billion for 1 year, $1,557 billion for 3 years, $1,551 billion for 5 years, and $1,512 billion for 10 years. 6 The Morningstar RatingTM for funds is calculated for funds with at least a 3-year history. Exchange-traded funds and open-ended mutual funds are considered a single population for comparative purposes. It is calculated based on a Morningstar risk-adjusted return measure that accounts for variation in a managed product’s monthly excess performance, placing more emphasis on downward variations and rewarding consistent performance. Morningstar gives its best ratings of 5 or 4 stars to the top 32.5% of all funds (of the 32.5%,10% get 5 stars and 22.5% get 4 stars). The Overall Morningstar RatingTM is derived from a weighted average of the performance figures associated with a fund’s 3-, 5-, and 10-year (if applicable) Morningstar RatingTM metrics.

  42. Individual Performance Considerations

    | Eric L. Veiel | | | Head of Global Investments and Chief Investment Officer | ROLE CONSIDERATIONS ◼ Leadership, responsibility, and performance as head of Global Investments and CIO and co-chair of the Investment Management Steering Committee. INDIVIDUAL ACHIEVEMENTS Investment Performance ◼ Investment performance for Fixed Income delivered solid results versus peers and benchmarks over the 1-, 3-, 5- and 10-year periods. ◼ Investment performance for Global Equity and Multi-Asset was mixed versus peers and benchmarks over the 1-, 3- and 5-year periods amid shifting factor leadership in global markets. Leadership ◼ Co-chaired the Investment Management Steering Committee, which oversees the firm’s investment management capabilities and processes across asset classes, channels, vehicles, and regions, including coordination and collaboration of senior leaders across Investments, Distribution, and Product. ◼ Oversaw the establishment of the T. Rowe Price Investment Institute, a center of excellence for thought leadership and investor education, including the launch of the Investor Development Program. ◼ Key contributor on the Management Committee and Management Committee Strategy Committee as well as various steering committees, including, Management Compensation and Development, Global Equity, Fixed Income, Multi-Asset, and Product Strategy. Served as a member of the board of the T. Rowe Price mutual funds. Strategy and Talent ◼ Established and executed the Global Investment Division’s strategy and developed many of its key leaders. ◼ Executed cost reduction program while addressing investment performance challenges through significant personnel decisions. Client Engagement ◼ As CIO, provided thought leadership on market events and emerging topics. ◼ Advanced client engagement and brand enhancement efforts through a CEO leadership podcast series. ◼ Key driver of the firm’s investment culture. Products ◼ Drove continued growth in the firm’s exchange-traded fund and SMA programs with multiple launches, including the firm’s new Active Core strategies. |

  43. Annual Incentive Compensation

    Annual Incentive Compensation At the beginning of the year, the Compensation Committee established each participating NEO’s maximum payout percentage from the AICP bonus pool. The established payout percentages reflect the Compensation Committee’s decision to impose a financial-based limit on the maximum payout to each NEO and the Compensation Committee’s expectation of each NEO’s relative contribution to the Company’s performance. The Compensation Committee has the discretion to reduce or eliminate the share of the bonus pool payable to any NEO. Mr. August did not participate in the AICP for 2025, and did not receive an annual bonus payment from the OHA compensation pool for 2025. The table below shows the maximum payout (in millions) for each NEO who participated in the AICP and the actual bonus awards (in millions) made by the Compensation Committee for 2025 and 2024.

  44. Annual Incentive Compensation

    | NAME | 2025 MAXIMUM PAYOUT BASED ON THE TOTAL POOL | 2025 ANNUAL INCENTIVE PAYMENT | 2024 ANNUAL INCENTIVE PAYMENT | 2025 PAYMENT PERCENTAGE CHANGE OVER 2024 | | Robert W. Sharps | $15.4 | $8.4 | $9.5 | (11.6)% | | Jennifer B. Dardis | $7.7 | $2.4 | $2.5 | (4.0)% | | Sébastien Page | $9.0 | $4.3 | $4.5 | (4.4)% | | Eric L. Veiel | $12.9 | $5.7 | $6.3 | (9.5)% |

  45. Annual Incentive Compensation

    Consistent with past practice, the Compensation Committee exercised negative discretion and awarded less than the maximum payout to the NEOs above. Exercising negative discretion maintains alignment between the bonus amounts paid to the NEOs and bonuses and compensation paid at our competitors. For the NEOs who participate in the AICP, the Compensation Committee has the power to authorize additional annual incentive compensation or bonuses outside the AICP but did not do so in 2025.

  46. Long-Term Variable Incentive Compensation

    Long-Term Variable Incentive Compensation

  47. Equity Awards

    Equity Awards Generally, long-term equity awards are split equally between performance-based and time-based awards to our NEOs. Grants to Messrs. Sharps, Page, and Veiel and Ms. Dardis were split equally between performance-based and time-based RSUs. The grant value of performance-based or time-based RSUs was converted to units using the closing stock price of our common stock on the date of grant ($105.05 for 2025). The NEOs were granted the following long-term incentive values (in millions) in 2025. Mr. August did not receive any long-term equity awards in 2025 or 2024.

  48. Equity Awards

    | NAME | 2025 EQUITY INCENTIVE VALUE | 2025 PERFORMANCE- BASED RESTRICTED STOCK UNITS | 2025 TIME- BASED RESTRICTED STOCK UNITS1 | 2024 EQUITY INCENTIVE VALUE | 2025 LTI AWARD VALUE CHANGE OVER 2024 | | Robert W. Sharps | $8.4 | 39,989 | 39,989 | $9.4 | (10.8)% | | Jennifer B. Dardis | $1.6 | 7,616 | 7,616 | $1.7 | (3.0)% | | Sébastien Page | $2.2 | 10,234 | 10,234 | $2.2 | (2.3)% | | Eric L. Veiel | $3.5 | 16,421 | 16,421 | $3.9 | (10.4)% |

  49. Equity Awards

    1 Time-based RSUs vest in equal installments over the 3 years beginning in December in the year after the grant date.

  50. Performance-Based RSUs—Performance Thresholds and Vesting

    Performance-Based RSUs—Performance Thresholds and Vesting The performance thresholds established by the Compensation Committee for 2025 performance-based RSUs are based on the Company’s operating margin for the three-year performance period compared with the average operating margin of a designated group of public company peers (Industry Average Margin) that are composed of:

  51. Performance-Based RSUs—Performance Thresholds and Vesting

    | ◼ Affiliated Managers Group, Inc. ◼ AllianceBernstein L.P. ◼ BlackRock, Inc. | ◼ Federated Investors ◼ Franklin Resources, Inc. | ◼ Janus Henderson Group ◼ Invesco Ltd. |

  52. Performance-Based RSUs—Performance Thresholds and Vesting

    The peer group listed above is similar to the peer group used in evaluating the competitive positioning of our compensation program, but consists of independent asset management firms that align with our business. The Compensation Committee selected operating margin as the sole performance metric because it is a key indicator of profitability and relative financial performance in the asset management industry. Operating margin is determined by dividing net operating income by total revenues for the performance period, as reported in the consolidated financial statements filed with the SEC or, if such financial statements are not available for a peer company at the time of determination, as otherwise disclosed in a press release by the peer company. In each case, net operating income is adjusted to exclude the effects of goodwill impairment, the cumulative effect of changes in accounting policies or principles, and gains or losses from discontinued operations, as each is reflected on the face of or in the notes to the relevant financial statements. For performance-based RSU awards made in 2025, the number of RSUs earned will be determined by comparing the Company’s operating margin for the three-year performance period with the average operating margin of the peer group for the period, and thereafter vest over the following two years (years four and five after the grant date). The following table shows the performance thresholds and related percentage of RSUs eligible to be earned that were established by the Compensation Committee for the 2025 awards.

  53. Performance-Based RSUs—Performance Thresholds and Vesting

    | TROW Operating Margin as Percent of Industry Average Margin | ≥100% | 90%‑99% | 80%‑89% | 70%‑79% | 60%‑69% | 50%‑59% | <50% | | Amount of RSUs Eligible to Be Earned | 100% | 90% | 80% | 70% | 60% | 50% | 0% |

  54. Performance-Based RSUs—Performance Thresholds and Vesting

    | GRANT DATE | PERFORMANCE PERIOD | TROW OPERATING MARGIN AS PERCENT OF INDUSTRY AVERAGE MARGIN | AMOUNT EARNED AND SUBJECT TO STANDARD VESTING SCHEDULE | VESTING START MONTH/YEAR | | December 2025 | January 1, 2026, to December 31, 2028 | Not determinable at this time | | December 2029 |

  55. Performance-Based RSUs—Performance Thresholds and Vesting

    Performance-based RSUs earned by each NEO following the completion of the relevant performance period vest at a rate of 50% per year, beginning in the month and year in the chart above, once the Compensation Committee certifies the number of RSUs earned.

  56. Payout of Performance-Based RSUs Granted in 2022

    Payout of Performance-Based RSUs Granted in 2022 While the Compensation Committee does not consider these amounts to be compensation for fiscal year 2025, in February 2026 the Compensation Committee certified performance for performance-based RSUs granted in 2022 to Messrs. Sharps and Veiel and Ms. Dardis. The number of RSUs earned was based on the 2023‑2025 performance period and upon the achievement of operating margin for the three-year performance period compared with the average operating margin of a designated group of public company peers. The Company achieved 100% of the performance goal for the 2022 award, and 22,254 shares for Mr. Sharps, 5,564 shares for Ms. Dardis, 8,861 shares for Mr. Page, and 12,982 shares for Mr. Veiel will vest in equal installments in December 2026 and December 2027.

  57. Fourth Quarter

    Fourth Quarter ◼ Review projected peer compensation data provided by our independent compensation consultant and McLagan Partners (McLagan) survey data. ◼ Review the Company’s current year-to-date performance, including financial, investment, and client service performance. ◼ Evaluate the Company’s performance against its goals. ◼ Evaluate executive officer performance against goals of their respective roles, with input from the CEO and president for other executive officers. ◼ Approve the size of the Company’s overall annual bonus pool and determine the annual incentive cash pool payout for each NEO and other AICP participants. ◼ Approve the size and parameters of the year’s equity incentive program. ◼ Determine the equity award value and related performance metric(s) and period for each executive officer.

  58. Committee Procedures

    Committee Procedures Early each year, the Compensation Committee meets with the CEO and president and members of senior management in order to discuss goals and objectives for the year, including goals and objectives for the NEOs. In addition, the Compensation Committee determines eligibility for the AICP bonus pool and sets forth the maximum percentage that may be paid to each participant. At its meeting in December, the Compensation Committee evaluates the Company’s and executives’ performance as part of its determination of appropriate cash and long-term incentive awards. The set of metrics includes those that reflect the actions of our management team and employees on the Company’s performance, such as net revenue and operating margin, together with metrics that are heavily influenced by factors outside the management team’s control but are heavily correlated to the returns experienced by our stockholders, such as one-year total stockholder return. The Compensation Committee believes that evaluating performance against a combination of metrics and strategic goals most effectively drives the behavior for the long-term results that we want our executive team to strive for and produce, as well as tightly links pay outcomes to performance. The Compensation Committee awards annual equity incentive grants to employees from stockholder-approved long-term incentive plans as part of the Company’s annual compensation program.

  59. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant Johnson Associates serves as the Compensation Committee’s independent compensation consultant and attended all Compensation Committee meetings during 2025, and regularly meets with the Compensation Committee in executive session. The Compensation Committee benefited from the consultant’s broad experience in advising other compensation committees, in-depth understanding of investor perspectives on compensation, and familiarity with our compensation programs and policies and those of peer companies in the asset management and financial services industry. Johnson Associates provides the Compensation Committee with information about the competitive market for senior management in the investment management and financial services industries and compensation trends across industries. Johnson Associates advised the Compensation Committee on the structure for CEO compensation for 2025, including competitive insights that informed the Committee’s determination of target 2025 incentive compensation for the CEO. In addition, in 2025 the consultant periodically updated the Compensation Committee on trends and projected implications for traditional and alternative asset management industry compensation practices and potential changes to competitive rates of pay during the period. Johnson Associates has no relationship with Price Group other than as the Compensation Committee’s compensation consultant. Johnson Associates has not provided any services to the Company other than those provided to the Compensation Committee in its role as independent consultant. The Compensation Committee has assessed the independence of Johnson Associates pursuant to SEC rules and concluded that the work performed by the advisor does not raise any conflicts of interest. The Compensation Committee will continue to periodically review its relationship with Johnson Associates and its continued appointment as the Compensation Committee’s independent consultant. When benchmarking, we generally look for firms with which we would directly compete for talent and/or in the marketplace for clients. However, many of our key competitors are not publicly traded or are subsidiaries of larger companies. These competitors generally do not publicly disclose the compensation data of their top executive officers. During the year, Johnson Associates presented a report of expected competitive pay for each NEO based on current industry trends and their market evaluation of each NEO’s role. This data, along with competitive market data provided to management by McLagan (a division of AON) and input from the CEO and president and other senior executives of the Company, provided context to the Compensation Committee in their compensation decisions for each NEO for 2025. McLagan has an extensive database on compensation for most investment management companies, including private companies for which information is not otherwise generally available. McLagan summarizes data by role across multiple companies without specifically identifying information for a particular company. Management uses the summary information from McLagan for a reasonable estimation of compensation levels in the industry for persons with specific roles relevant to our business (e.g., portfolio manager, analyst, client service manager, etc.). Relevant portions of this information are shared by executive management with the Compensation Committee. McLagan works with management and does not act as a compensation consultant to the Compensation Committee.

  60. Competitive Positioning

    Competitive Positioning The Compensation Committee annually reviews competitive data regarding compensation at peer companies in the investment management industry with their independent compensation consultant and management. We do not set compensation levels to fall within specific ranges compared with benchmark data. Instead, we use the information provided by Johnson Associates, proxy data for peer group companies listed below, and survey data provided by McLagan and others about the competitive market for senior management to gain a general understanding of current practices and to assist in the development of compensation programs and setting compensation levels. Below is the list of the 2025 companies used by the Compensation Committee peer group for all executives, and we note that J.P. Morgan Asset Management, Morgan Stanley Asset Management, and Goldman Sachs Asset Management are included with the other firms only when considering a peer group for the CEO and president:

  61. Competitive Positioning

    | ◼ Affiliated Managers Group, Inc. ◼ AllianceBernstein L.P. ◼ Ameriprise Financial, Inc. | ◼ BlackRock Inc. ◼ Charles Schwab Corporation ◼ Franklin Resources, Inc. | ◼ Invesco Ltd. ◼ Northern Trust ◼ TIAA* | ◼ CEO Only: – J.P. Morgan Asset Management – Morgan Stanley Asset Management – Goldman Sachs Asset Management |

  62. Competitive Positioning

    * During the year TIAA ceased publishing compensation data so it was not used at the end of the year for competitive positioning. The companies making up the peer group listed above were selected because they are asset managers, as well as comparable financial services and brokerage companies, whose executive compensation information is publicly available. The median size of these firms, as determined by their AUM, revenues and pre-tax income, approximates the size of our firm. The CEO Only firms listed above were selected because they are large asset management subsidiaries of publicly traded firms with significant AUM. The Compensation Committee will continue to review the composition of this peer group to analyze our executive compensation program and determine whether any changes should be made in the future. 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. Morgan Asset Management, MFS Investment Management, Pacific Investment Management Company LLC, The Vanguard Group Inc., Wellington Management Company LLP, and Western Asset Management Co. In light of our overall performance in 2025, the Compensation Committee believes that the compensation paid to our CEO and president and other NEOs is reasonable in relation to the compensation paid by our peer companies both on an absolute basis and in comparison to relevant financial performance metrics.

  63. Risk Management and the Alignment of Management Compensation With Our Stockholders’ Interests

    Risk Management and the Alignment of Management Compensation With Our Stockholders’ Interests The Compensation Committee considers whether the executive compensation program rewards reasonable risk taking and if incentive opportunities achieve the proper balance between rewarding employees and managing risk and protecting stockholder returns. While the design of our executive compensation program is primarily performance based, we believe that it does not encourage inappropriate risk taking. Ongoing and active discussions with management regarding progress on short-term and long-term goals enables informed decisions while avoiding the risks that can be associated with managing short-term results to achieve predetermined formulaic outcomes. Our compensation programs are designed to provide executive officers with appropriate incentives to create long-term value for stockholders while taking thoughtful and prudent risks to grow value over time. Our NEOs’ salaries are fixed in amount, and the U.S. maximum base salary has not increased since 2005. In addition, the majority of our NEO compensation is variable and performance based. Annual incentive compensation is linked to overall corporate performance along with individual goals. Further, a substantial portion of our NEOs’ compensation is in the form of long-term equity awards that further align the NEOs’ interests with those of our stockholders. Since the long-term equity awards are not earned in one year and vest only upon the achievement of certain performance goals and continued employment at the Company, we believe NEOs are discouraged from excessive or inappropriate risk taking. We believe that our equity program, our stock ownership guidelines, and the significant stock ownership of our most tenured NEOs create important links between the financial interests of our executives and long-term performance and mitigate any incentive to disregard risks in return for potential short-term gains. To further ensure the alignment of compensation with long-term performance, we have adopted a policy for the clawback of incentive compensation from NEOs in the event an NEO’s acts or omissions contribute to a need for a restatement of our financial results. In addition, we have a robust risk management program designed to identify, evaluate, and control risks. Through this program, we take a Company-wide view of risks and have a network of systems and oversight to ensure that risks are not viewed in isolation and are appropriately controlled and reported, including a system of reporting to the CEO, the Audit Committee, and the full Board. We believe that our compensation and stock ownership programs work effectively within this risk management program. We have considered the risks created by our compensation policies and practices, including mitigating factors and, based on this review, do not believe that our compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

  64. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation of our NEOs, who are the chief executive officer, the chief financial officer, and our three other most highly compensated executive officers.1

  65. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY | STOCK AWARDS2 | NON-EQUITY INCENTIVE PLAN COMPENSATION3 | ALL OTHER COMPENSATION4 | TOTAL | | Robert W. Sharps Chair, Chief Executive Officer, and President | 2025 | $350,000 | $8,401,689 | $8,401,500 | $92,603 | $17,245,792 | | | 2024 | $350,000 | $9,420,078 | $9,522,000 | $97,751 | $19,389,829 | | | 2023 | $350,000 | $5,100,097 | $7,300,000 | $91,834 | $12,841,931 | | Jennifer B. Dardis Chief Financial Officer and Treasurer | 2025 | $350,000 | $1,600,122 | $2,400,000 | $73,234 | $4,423,356 | | | 2024 | $350,000 | $1,650,168 | $2,500,000 | $92,779 | $4,592,947 | | | 2023 | $350,000 | $1,275,175 | $2,175,000 | $91,603 | $3,891,778 | | Glenn R. August Chief Executive Officer of Oak Hill Advisors L.P. | 2025 | $350,000 | $— | $— | $8,367,502 | $8,717,502 | | | 2024 | $350,000 | $— | $— | $7,559,940 | $7,909,940 | | | 2023 | $350,000 | $— | $— | $12,082,629 | $12,432,629 | | Sébastien Page Head of Global Multi-Asset and Chief Investment Officer | 2025 | $350,000 | $2,150,163 | $4,300,000 | $53,361 | $6,853,524 | | Eric L. Veiel Head of Global Investments and Chief Investment Officer | 2025 | $350,000 | $3,450,052 | $5,650,000 | $94,451 | $9,544,503 | | | 2024 | $350,000 | $3,850,146 | $6,300,000 | $99,312 | $10,599,458 | | | 2023 | $350,000 | $3,000,010 | $5,500,000 | $92,924 | $8,942,934 |

  66. Summary Compensation Table

    1 Includes only those columns relating to compensation awarded to, earned by, or paid to the NEOs in 2025, 2024, and 2023. All other columns have been omitted. Mr. Page became an NEO in 2025; therefore, the amounts for 2024 and 2023 have been omitted. 2 Represents the full grant date fair value of performance-based and time-based RSUs granted in accordance with FASB ASC Topic 718. The fair value was computed using the market price per share of Price Group common stock on the date of grant multiplied by the target number of units, as this was considered the probable outcome. See the Grants of Plan-Based Awards Table for the target number of units for 2025. 3 Represents cash amounts awarded by the Compensation Committee and paid to NEOs under the 2025 AICP or the OHA Pool for Mr. August. See our CD&A and the Grants of Plan-Based Awards Table for more details regarding the workings of these plans. These amounts also include amounts elected, if any, to be deferred under the Supplemental Savings Plan. See the Nonqualified Deferred Compensation Table for further details. 4 The following types of compensation are included in the “All Other Compensation” column for 2025:

  67. Summary Compensation Table

    | NAME | CONTRIBUTIONS TO RETIREMENT PROGRAM | RETIREMENT PROGRAM LIMIT BONUSa | MATCHING CONTRIBUTIONS TO STOCK PURCHASE PLANb | MATCHING GIFTS TO CHARITABLE ORGANIZATIONSc | CARRIED INTEREST DISTRIBUTIONS | PERQUISITES AND OTHER PERSONAL BENEFITSd | TOTAL | | Robert W. Sharps | $46,500 | $5,076 | $4,000 | $15,000 | $— | $22,027 | $92,603 | | Jennifer B. Dardis | $46,500 | $5,076 | $4,000 | $14,973 | $— | $2,685 | $73,234 | | Glenn R. August | $46,500 | $5,076 | $— | $15,000 | $8,300,926 | $— | $8,367,502 | | Sébastien Page | $46,500 | $5,076 | $— | $1,450 | $— | $335 | $53,361 | | Eric L. Veiel | $46,500 | $5,076 | $4,000 | $15,000 | $— | $23,875 | $94,451 |

  68. Summary Compensation Table

    a Cash compensation for the amount calculated under the U.S. retirement program that could not be credited to their retirement accounts in 2025 due to the contribution limits imposed under Section 415 of the Internal Revenue Code. b Matching contributions paid under our ESPP offered to all employees of Price Group and its subsidiaries, other than OHA employees. c NEOs, directors, and all employees of Price Group and its subsidiaries are eligible to have personal gifts up to an annual limit to qualified charitable organizations matched by our sponsored T. Rowe Price Foundation, in the case of U.S. employees, and Price Group, in the case of employees outside the U.S. For 2025, all of the NEOs were eligible to have up to $15,000 matched. d Costs incurred by Price Group under programs available to all senior officers, including the NEOs, and parking. For Mr. August, the amount includes costs incurred by a Price Group subsidiary related to services provided to unconsolidated OHA-affiliated entities in which Mr. August has a controlling partnership stake. The amount also includes the estimated value of the attendance of NEOs and their guests at events or venues sponsored by T. Rowe Price. Also includes security services provided to Mr. Sharps.

  69. 2025 Grants of Plan-Based Awards Table

    2025 Grants of Plan-Based Awards Table The following table provides information concerning each plan-based award granted in 2025 to the executive officers named in the Summary Compensation Table and other information regarding their grants.1

  70. 2025 Grants of Plan-Based Awards Table

    | NAME | GRANT DATE | DATE OF COMPENSATION COMMITTEE MEETING AT WHICH GRANT WAS APPROVED | NUMBER OF NON-EQUITY INCENTIVE PLAN UNITS GRANTED (#) | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS2 | | ESTIMATED POSSIBLE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS3 | | GRANT DATE FAIR VALUE OF STOCK AWARDS4 | | | | | | TARGET ($) | MAXIMUM ($) | TARGET (#) | MAXIMUM (#) | | | Robert W. Sharps | 2/6/2025 | | | | $15,448,000 | | | | | | 12/3/2025 | 12/2/2025 | | | | 79,978 | 79,978 | $8,401,689 | | Jennifer B. Dardis | 2/6/2025 | | | | $7,724,000 | | | | | | 12/3/2025 | 12/2/2025 | | | | 15,232 | 15,232 | $1,600,122 | | Sébastien Page | 10/28/2024 | | | | $9,011,000 | | | | | | 12/3/2025 | 12/2/2025 | | | | 20,468 | 20,468 | $2,150,163 | | Eric L. Veiel | 2/6/2025 | | | | $12,873,000 | | | | | | 12/3/2025 | 12/2/2025 | | | | 32,842 | 32,842 | $3,450,052 |

  71. 2025 Grants of Plan-Based Awards Table

    1 Includes only those columns relating to plan-based awards granted during 2025. All other columns have been omitted. Mr. August did not participate in the 2025 AICP and was not granted any equity awards in 2025. 2 The maximum represents the highest possible amount that could have been paid to each of these individuals under the 2025 AICP based on our 2025 audited financial statements. The Compensation Committee has discretion to award no bonus under this program or to award up to the maximum bonus. As a result, there is no minimum amount payable even if performance goals are met. For 2025, the Compensation Committee awarded less than the maximum amount to the NEOs, and the actual amount awarded has been disclosed in the Summary Compensation Table under “Non-equity Incentive Plan Compensation.” See our CD&A for additional information regarding the AICP. 3 Represents both time-based RSUs and performance-based RSUs granted as part of the Company’s annual equity incentive program from its 2020 Plan. The annual grant value awarded to the NEOs is equally split between time-based RSUs and performance-based RSUs. The time-based RSU vesting occurs 33% on each of December 10, 2026, December 10, 2027, and December 10, 2028. The performance-based RSUs are subject to a performance-based vesting threshold with a 3-year performance period, which for the December 2025 grant will run from January 1, 2026 to December 31, 2028. For each performance-based RSU, the target payout represents the number of RSUs to be earned by the NEO if the Company’s operating margin for the performance period is at least 100% of the average operating margin of a designated peer group. The Company’s operating margin performance below this target threshold results in forfeiture of some or all of the performance-based RSUs. The performance-based RSUs earned by the NEO are then subject to time-based vesting, which occurs 50% on December 10, 2029, and December 10, 2030. Dividends on time-based RSUs are paid during the vesting period and for performance-based RSUs are accrued during the performance period and are only paid on earned units. Additional information related to the performance-based RSUs, including a list of companies in the designated peer group, are included in our CD&A. The grant agreements include a provision that allows for the continued vesting of the grant, from the date of separation if certain age and service criteria are met for the NEOs. 4 Represents the grant date fair value of the time-based RSUs and performance-based RSUs granted in 2025 in accordance with FASB ASC Topic 718. The grant date fair value of the awards was measured using the market price per share of Price Group common stock on the date of grant multiplied by the target number of units noted in the table, as this was considered the probable outcome.

  72. Outstanding Equity Awards Table at December 31, 20251

    Outstanding Equity Awards Table at December 31, 20251 The following table shows information concerning equity incentive awards outstanding at December 31, 2025, for each NEO.

  73. Outstanding Equity Awards Table at December 31, 20251

    | | | OPTION AWARDS | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS: EXERCISABLE | OPTION EXERCISE PRICE | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($)2 | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED UNITS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET VALUE OF UNEARNED UNITS THAT HAVE NOT VESTED ($)2 | | Robert W. Sharps | 12/7/2021 | | | | 8,3863 | $858,5593 | — | — | | | 12/6/2022 | | | | — | — | 22,2544a | $2,278,3654a | | | 12/5/2023 | | | | 8,4545a | $865,5215a | 25,3614b | $2,596,4594b | | | 12/4/2024 | | | | 25,5295b | $2,613,6595b | 38,2934c | $3,920,4374c | | | 12/3/2025 | | | | 39,9895c | $4,094,0745c | 39,9894d | $4,094,0744d | | Jennifer B. Dardis | 12/7/2021 | | | | 1,4693 | $150,3963 | — | — | | | 12/6/2022 | | | | — | — | 5,5644a | $569,6424a | | | 12/5/2023 | | | | 2,1145a | $216,4315a | 6,3414b | $649,1924b | | | 12/4/2024 | | | | 4,4725b | $457,8435b | 6,7084c | $686,7654c | | | 12/3/2025 | | | | 7,6165c | $779,7265c | 7,6164d | $779,7264d | | Sébastien Page | 12/7/2021 | | | | 3,1833 | $325,8763 | — | — | | | 12/6/2022 | | | | — | — | 8,8614a | $907,1894a | | | 12/5/2023 | | | | 3,3575a | $343,6905a | 10,0704b | $1,030,9674b | | | 12/4/2024 | | | | 5,9635b | $610,4925b | 8,9444c | $915,6874c | | | 12/3/2025 | | | | 10,2345c | $1,047,7575c | 10,2344d | $1,047,7574d | | Eric L. Veiel | 12/7/2021 | | | | 5,1423 | $526,4383 | — | — | | | 12/6/2022 | | | | — | — | 12,9824a | $1,329,0974a | | | 12/5/2023 | | | | 4,9735a | $509,1365a | 14,9184b | $1,527,3054b | | | 12/4/2024 | | | | 10,4345b | $1,068,2335b | 15,6514c | $1,602,3494c | | | 12/3/2025 | | | | 16,4215c | $1,681,1825c | 16,4214d | $1,681,1824d |

  74. Outstanding Equity Awards Table at December 31, 20251

    1 Includes only those columns that related to outstanding equity awards at December 31, 2025. All other columns have been omitted. Mr. August does not have any outstanding equity awards, so he has been excluded from the table. 2 The market value of these stock units was calculated using the closing market price per share of Price Group’s common stock on December 31, 2025. 3 For each performance-based RSU award earned and not vested at December 31, 2025, the following table includes the date of the meeting or unanimous consent at which the Compensation Committee certified that the performance threshold was met, the performance period, and the remaining vesting schedule.

  75. Outstanding Equity Awards Table at December 31, 20251

    | DATE CERTIFIED | PERFORMANCE PERIOD START DATE | PERFORMANCE PERIOD END DATE | REMAINING PERCENTAGE VESTING | VEST DATES | | Feb‑2025 | 1/1/2022 | 12/31/2024 | 100% | 12/10/2026 |

  76. Outstanding Equity Awards Table at December 31, 20251

    4 For each performance-based RSU award unearned and not vested at December 31, 2025, the following table includes the performance period and the remaining vesting schedule. 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.

  77. Outstanding Equity Awards Table at December 31, 20251

    | FOOTNOTE | DATE CERTIFIED | PERFORMANCE PERIOD START DATE | PERFORMANCE PERIOD END DATE | REMAINING PERCENTAGE VESTING | VEST DATES | | | 4a | Feb‑2026 | 1/1/2023 | 12/31/2025 | 50% | 12/10/2026 | 12/10/2027 | | 4b | N/A | 1/1/2024 | 12/31/2026 | 50% | 12/10/2027 | 12/8/2028 | | 4c | N/A | 1/1/2025 | 12/31/2027 | 50% | 12/8/2028 | 12/10/2029 | | 4d | N/A | 1/1/2026 | 12/31/2028 | 50% | 12/10/2029 | 12/10/2030 |

  78. Outstanding Equity Awards Table at December 31, 20251

    The following table represents the vesting schedules of the outstanding RSUs as of December 31, 2025.

  79. Outstanding Equity Awards Table at December 31, 20251

    | FOOTNOTE | REMAINING PERCENTAGE VESTING | VEST DATES | | | | 5a | 100% | 12/10/2026 | | | | 5b | 50% | 12/10/2026 | 12/10/2027 | | | 5c | 33% | 12/10/2026 | 12/10/2027 | 12/8/2028 |

  80. 2025 Options Exercises and Stock Vested Table

    2025 Options Exercises and Stock Vested Table The following table shows aggregate stock option exercises and restricted stock units vesting in 2025 and the related value realized for each of the NEOs. Mr. August is omitted from the table because he does not have any outstanding equity awards.

  81. 2025 Options Exercises and Stock Vested Table

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE1,5 | VALUE REALIZED ON EXERCISE2 | NUMBER OF SHARES ACQUIRED ON VESTING5 | VALUE REALIZED ON VESTING | | Robert W. Sharps | 1,254 | $42,142 | 46,0803,4 | $4,855,4503,4 | | Jennifer B. Dardis | — | $— | 8,3273,4 | $877,4163,4 | | Sébastien Page | 17,059 | $394,318 | 15,9833,4 | $1,684,1293,4 | | Eric L. Veiel | — | $— | 25,3713,4 | $2,673,3423,4 |

  82. 2025 Options Exercises and Stock Vested Table

    1 Represents the total number of shares underlying the exercised stock options. 2 Computed using the difference between the market price of Price Group’s common stock on the date of exercise and the exercise price, multiplied by the number of shares acquired. 3 Reflects the number of shares underlying the performance-based RSUs earned and vested. The value realized for awards vesting is computed using the closing market price per share of Price Group’s common stock the day before the vest date multiplied by the number of RSUs vesting. The following table shows the aggregate RSUs listed in the table above by date of award:

  83. 2025 Options Exercises and Stock Vested Table

    | DATE OF AWARD | PERFORMANCE PERIOD COMPLETION DATE | VESTING DATE | NUMBER OF SHARES ACQUIRED ON VESTING | MARKET PRICE AT VEST | VALUE REALIZED ON VESTING | | 12/8/2020 | 12/31/2023 | 12/10/2025 | 18,281 | $105.37 | $1,926,269 | | 12/7/2021 | 12/31/2024 | 12/10/2025 | 18,181 | $105.37 | $1,915,732 |

  84. 2025 Options Exercises and Stock Vested Table

    4 The table below shows, by date of the award, the number of time-vested RSUs and value realized that are included in the table above. The value realized was computed using the closing market price per share of Price Group’s common stock on the day before the vest date multiplied by the number of RSUs vesting.

  85. 2025 Options Exercises and Stock Vested Table

    | DATE OF AWARD | VESTING DATE | NUMBER OF SHARES ACQUIRED ON VESTING | MARKET PRICE AT VEST | VALUE REALIZED ON VESTING | | 12/8/2020 | 12/10/2025 | 653 | $105.37 | $68,807 | | 12/6/2022 | 12/10/2025 | 16,554 | $105.37 | $1,744,295 | | 12/5/2023 | 12/10/2025 | 18,894 | $105.37 | $1,990,861 | | 12/4/2024 | 12/10/2025 | 23,198 | $105.37 | $2,444,373 |

  86. 2025 Options Exercises and Stock Vested Table

    5 The number of shares actually acquired was less than the number presented in the tables above as a result of tendering shares for payment of the exercise price and the withholding of shares to pay taxes. The total net shares received by each NEO listed in the table is as follows:

  87. 2025 Options Exercises and Stock Vested Table

    | NAME | NET SHARES ACQUIRED ON EXERCISE | NET SHARES ACQUIRED ON VESTING | | Robert W. Sharps | 371 | 23,475 | | Jennifer B. Dardis | — | 4,240 | | Sébastien Page | 2,759 | 8,140 | | Eric L. Veiel | — | 12,924 |

  88. 2025 Nonqualified Deferred Compensation Table

    2025 Nonqualified Deferred Compensation Table The amounts in the following table represent each NEO’s account activity under the Supplemental Savings Plan, which was effective on January 1, 2015.

  89. 2025 Nonqualified Deferred Compensation Table

    | NAME | EXECUTIVE’S CONTRIBUTIONS IN LAST FY1 | REGISTRANT’S CONTRIBUTIONS IN LAST FY | AGGREGATE EARNINGS IN LAST FY2 | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS | AGGREGATE BALANCE AT LAST FYE3 | | Robert W. Sharps | $— | $— | $5,245,810 | $— | $41,346,064 | | Sébastien Page | $— | $— | $1,290,775 | $— | $8,692,065 | | Eric L. Veiel | $— | $— | $6,071,407 | $(6,728,707) | $45,556,958 |

  90. 2025 Nonqualified Deferred Compensation Table

    1 No NEO elected to defer any portion of their 2025 cash incentive compensation into the Supplemental Savings Plan. Under the Supplemental Savings Plan, beginning in 2021, certain senior officers have the opportunity to defer receipt of up to the lesser of (i) 50% of their cash incentive compensation earned for a respective calendar year during which services are provided or (ii) $2 million. Prior to 2021, these senior officers had the opportunity to defer receipt up to 100% of their cash incentive compensation earned for a respective calendar year during which services were provided. Mr. August was not eligible to participate in the Supplemental Savings Plan for 2025. 2 Each participant has the ability to allocate their account balance across a number of Price funds and the flexibility to rebalance their account as often as they would like. The amounts deferred are adjusted daily based on the investments chosen by the participant and, therefore, are not above market or preferential. As such, the earnings reported in this column are not included in the Summary Compensation Table. 3 These amounts represent the aggregate balances in each NEO’s account as of December 31, 2025. The aggregate balance for each NEO at last fiscal year-end includes amounts previously reported as Non-equity Incentive Plan Compensation in a prior-year Summary Compensation Table, except for Mr. Page as he was not an NEO in prior years.

  91. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control All agreements for stock options and stock awards granted to associates from our equity incentive plans include provisions that may result in vesting acceleration of outstanding equity awards in connection with a change in control of Price Group or upon the grantee’s death or termination of employment due to total disability. See the “Post-employment Payments” section of the CD&A for more details on these vesting acceleration provisions. Assuming that an event caused the acceleration of vesting of all outstanding restricted stock units on December 31, 2025, the amount that would be realized upon the vesting of restricted stock units held by our NEOs together with the exercise of outstanding vested stock options are shown in the table below. In addition, all agreements for stock options and stock awards granted to associates on or after December 7, 2021, include a provision that allows for continued vesting following the grantee’s date of termination for a period of 60 months based on the participant reaching a combined age and service of 65, with a minimum age of 55 and minimum service of five years. As of December 31, 2025, no NEO meets the post-separation criteria. Under the terms of Mr. August’s employment agreement, he is entitled to severance benefits that are indicated in the table below under the Termination column. The amounts in the table below, with the exception of the Termination column, are calculated using the closing price of our common stock on December 31, 2025, for outstanding restricted stock units and the difference between the closing price of our common stock on December 31, 2025, and the exercise price for outstanding stock options.

  92. Potential Payments on Termination or Change in Control

    | NAME | CHANGE IN CONTROL OR DEATH/DISABILITY | TERMINATION | | Robert W. Sharps | $21,321,149 | $— | | Jennifer B. Dardis | $4,289,721 | $— | | Glenn R. August* | $* | $350,000 | | Sébastien Page | $6,229,415 | $— | | Eric L. Veiel | $9,924,922 | $— |

  93. Potential Payments on Termination or Change in Control

    * Pursuant to the Value Creation Agreement entered into in connection with the acquisition of OHA, in the event of a change of control, should Mr. August’s employment be terminated, the Company would be required to pay $75 million to the participants thereunder. The amount that Mr. August would receive is not determinable at this time pursuant to the terms of the agreement. A copy of the Value Creation Agreement was filed with the SEC on February 24, 2022, as Exhibit 10.26 to our Annual Report on Form 10-K.

  94. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio Our CEO pay ratio is calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee in 2024 by examining the 2024 salary and annual cash bonus paid to all associates, excluding our CEO and president, who were employed on December 31, 2024. All active associates working on a full-time, part-time, or interim basis were included in the sample. To facilitate comparison of all associates in U.S. dollars, compensation paid in foreign currencies was converted to U.S. dollars. We applied a local currency to U.S. dollar exchange rate on the monthly pay date. Each converted monthly salary was combined to determine the cumulative 2024 salary. With respect to annual cash bonuses paid to our non-U.S. associates, we applied a local currency to U.S. dollar exchange rate as of December 31, 2024. We did not make any adjustments or estimates with respect to salary, nor did we annualize the compensation for associates who began employment after the start of the fiscal year. For 2025, the median associate from 2024 was still an employee of the Company and such employee remained the median employee for purposes of the CEO Pay Ratio. The total compensation for the median employee was calculated for this individual using the same methodology we use for our NEOs as set forth in the 2025 Summary Compensation Table. For 2025, Mr. Sharps had an annual total compensation of $17,245,792 as reflected in the Summary Compensation Table. Our median associate’s 2025 annual total compensation was $170,274. Thus, Mr. Sharps’ 2025 annual total compensation was 101 times that of our median associate.

  95. Pay Versus Performance

    Pay Versus Performance The following table summarizes the compensation actually paid to our principal executive officer (PEO) and average compensation paid to our other NEOs for the past five years. These are presented with respect to each year’s NEOs as reported in the 2026, 2025, 2024, 2023, and 2022 proxy statements. Fair value amounts below are computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. For any awards that are subject to performance conditions, the change in fair value is calculated based upon the probable outcome of such conditions as of the last day of the applicable year. The change in fair value in the tables below compare the fair value at the end of the applicable year with the prior year-end fair value. Total shareholder return has been calculated in a manner consistent with Item 402(v) of Regulation S-K.

  96. Pay Versus Performance

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO | COMPENSATION ACTUALLY PAID TO PEO | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME (in millions)1 | NET REVENUEg (in millions) | | | | | | | TOTAL SHAREHOLDER RETURN | PEER GROUP SHAREHOLDER RETURNf | | | | 2025a | $17,245,792 | $16,007,907 | $7,384,721 | $7,079,335 | $84.14 | $206.36 | $2,208.3 | $7,314.8 | | 2024b | $19,389,829 | $20,496,053 | $7,585,337 | $7,916,063 | $88.26 | $206.37 | $2,135.8 | $7,093.6 | | 2023c | $12,841,931 | $13,510,536 | $8,077,675 | $8,191,931 | $80.46 | $146.73 | $1,835.7 | $6,460.5 | | 2022d | $13,838,613 | $2,999,756 | $8,430,654 | $5,616,935 | $77.93 | $108.52 | $1,449.6 | $6,488.4 | | 2021e | $17,127,330 | $23,404,280 | $9,119,220 | $10,768,644 | $134.88 | $147.41 | $3,098.5 | $7,671.9 |

  97. Pay Versus Performance

    | 1 | Net income attributable to T. Rowe Price Group, Inc., was $2,087.1 million for 2025, $2,100.1 million for 2024, $1,788.7 million for 2023, $1,557.9 million for 2022, and $3,082.9 million for 2021. |

  98. Pay Versus Performance

    | a | The adjustments to the Summary Compensation Table totals to arrive to compensation actually paid in 2025 are outlined below. No awards were modified in 2025. These valuations assume a year-end share price of $102.38 and an average vest share price of $105.37. During this period, Mr. Sharps served as the PEO and Ms. Dardis and Messrs. August, Page, and Veiel served as the non-PEO NEOs. |

  99. Pay Versus Performance

    | As of 12/31/2025 | PEO COMPENSATION | AVERAGE COMPENSATION FOR NON-PEO NEOs | | Summary Compensation Table—2026 Proxy | $17,245,792 | $7,384,721 | | Subtract Grant Date Fair Value of Stock Awards Granted in 2025 | $(8,401,689) | $(1,800,084) | | Add Year-End Fair Value of Stock Awards Granted and Unvested in 2025 | $8,188,148 | $1,754,332 | | Add Change in Fair Value of Prior-Year Grants Unvested and Outstanding | $(1,373,847) | $(351,143) | | Add Change in Fair Value of Stock Awards (made in prior years) Vested as of Vesting Date in 2025 | $(355,738) | $(95,884) | | Add Dividend Equivalents Paid in 2025 | $705,241 | $187,393 | | Compensation Actually Paid in 2025 | $16,007,907 | $7,079,335 |

  100. Pay Versus Performance

    | b | The adjustments to the Summary Compensation Table totals to arrive to compensation actually paid in 2024 are outlined below. No awards were modified in 2024. These valuations assume a year-end share price of $113.09 and an average vest share price of $123.59. During this period, Mr. Sharps served as the PEO and Ms. Dardis and Messrs. August, Nelson, and Veiel served as the non-PEO NEOs. |

  101. Pay Versus Performance

    | As of 12/31/2024 | PEO COMPENSATION | AVERAGE COMPENSATION FOR NON-PEO NEOs | | Summary Compensation Table—2025 Proxy | $19,389,829 | $7,585,337 | | Subtract Grant Date Fair Value of LTI Awards Granted in 2024 | $(9,420,078) | $(1,925,135) | | Add Year-End Fair Value of LTI Awards Granted and Unvested in 2024 | $8,661,111 | $1,770,028 | | Add Change in Fair Value of Prior-Year Grants Unvested and Outstanding | $527,963 | $147,101 | | Add Change in Fair Value of LTI Awards Vested as of Vesting Date in 2024 | $648,195 | $168,997 | | Subtract Prior-Year LTI Awards Forfeited in 2024 | $689,033 | $169,735 | | Compensation Actually Paid in 2024 | $20,496,053 | $7,916,063 |

  102. Pay Versus Performance

    | c | The adjustments to the Summary Compensation Table totals to arrive to compensation actually paid in 2023 are outlined below. No awards were modified in 2023. These valuations assume a year-end share price of $107.69 and average vest share price of $101.79. During this period, Mr. Sharps served as the PEO and Ms. Dardis, Messrs. August, Thomson, and Veiel served as the non-PEO NEOs. |

  103. Pay Versus Performance

    | As of 12/31/2023 | PEO COMPENSATION | AVERAGE COMPENSATION FOR NON-PEO NEOs | | Summary Compensation Table—2024 Proxy | $12,841,931 | $8,077,675 | | Subtract Grant Date Fair Value of LTI Awards Granted in 2023 | $(5,100,097) | $(1,468,859) | | Add Year-End Fair Value of LTI Awards Granted and Unvested in 2023 | $5,462,252 | $1,573,162 | | Add Change in Fair Value of Prior-Year Grants Unvested and Outstanding | $(132,516) | $(35,248) | | Add Change in Fair Value of LTI Awards Vested as of Vesting Date in 2023 | $(230,044) | $(97,994) | | Add Dividend Equivalents Paid in 2023 | $669,010 | $143,195 | | Compensation Actually Paid in 2023 | $13,510,536 | $8,191,931 |

  104. Pay Versus Performance

    | d | The adjustments to the Summary Compensation Table totals to arrive to compensation actually paid in 2022 are outlined below. No awards were modified in 2022. These valuations assume a year-end share price of $109.06 and an average vest share price of $126.58. During this period, Mr. Sharps served as the PEO and Ms. Dardis, Messrs. August, Thomson, and Veiel served as the non-PEO NEO. |

  105. Pay Versus Performance

    | As of 12/31/2022 | PEO COMPENSATION | AVERAGE COMPENSATION FOR NON-PEO NEOs | | Summary Compensation Table—2023 Proxy | $13,838,613 | $8,430,654 | | Subtract Grant Date Fair Value of LTI Awards Granted in 2022 | $(5,400,156) | $(1,604,741) | | Add Year-End Fair Value of LTI Awards Granted and Unvested in 2022 | $4,854,042 | $1,442,455 | | Add Change in Fair Value of Prior-Year Grants Unvested and Outstanding | $(8,444,026) | $(1,999,648) | | Add Change in Fair Value of LTI Awards Vested as of Vesting Date in 2022 | $(2,138,845) | $(749,289) | | Add Dividend Equivalents Paid in 2022 | $290,128 | $97,504 | | Compensation Actually Paid in 2022 | $2,999,756 | $5,616,935 |

  106. Pay Versus Performance

    | e | The adjustments to the Summary Compensation Table totals to arrive to compensation actually paid in 2021 are outlined below. No awards were modified in 2021. These valuations assume a year-end share price of $196.64 and an average vest share price of $190.44. During this period, Mr. Stromberg served as the PEO and Ms. Dardis; former CFO Ms. Dufétel; and Messrs. Sharps, Thomson, and Veiel served as the non-PEO NEOs. |

  107. Pay Versus Performance

    | As of 12/31/2021 | PEO COMPENSATION | AVERAGE COMPENSATION FOR NON-PEO NEOs | | Summary Compensation Table—2022 Proxy | $17,127,330 | $9,119,220 | | Subtract Grant Date Fair Value of LTI Awards Granted in 2021 | $(6,600,390) | $(3,020,250) | | Add Year-End Fair Value of LTI Awards Granted and Unvested in 2021 | $6,355,405 | $2,908,148 | | Add Change in Fair Value of Prior-Year Grants Unvested and Outstanding | $4,807,722 | $1,693,273 | | Add Change in Fair Value of LTI Awards Vested as of Vesting Date in 2021 | $1,110,196 | $958,513 | | Subtract Prior-Year LTI Awards Forfeited in 2021 | $— | $(1,223,322) | | Add Dividend Equivalents Paid in 2021 | $604,017 | $333,062 | | Compensation Actually Paid in 2021 | $23,404,280 | $10,768,644 |

  108. Pay Versus Performance

    | f | Our peer group total stockholder return is calculated with respect to the NASDAQ Asset Manager Index, which is the same peer group as reported pursuant to Item 201(e) of Regulation S-K. |

  109. Pay Versus Performance

    | g | In no particular order, the following table outlines what we believe to be our NEOs’ key performance measures. These measures are highlighted on pages 51 and 52. We believe net revenue to be the most significant measure in determining the compensation of our NEOs. |

  110. Pay Versus Performance

    | KEY PERFORMANCE MEASURES | | | Assets Under Management | Investment Performance | | Net Income | Net Operating Income | | Net Revenue | Non-GAAP Diluted Earnings per Share | | Operating Margin | |

  111. Pay Versus Performance

    The charts below illustrate the correlation between NEO compensation and (i) total stockholder return, (ii) net revenue, and (iii) net income attributable to T. Rowe Price Group, Inc., for 2021 through 2025. The charts below also provide a comparison between the Price Group total shareholder return against the total shareholder return of our peer group.

  112. Pay Versus Performance

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