TROW 8-K Current Reports

Price T Rowe Group 8-K Report, Financial Results (Oct 29, 2026)

T. Rowe Price Group, Inc. reported third-quarter 2026 results on October 29, 2026, via an earnings release furnished as Exhibit 99.1 under Item 2.02. Ending AUM was $1.9 trillion ($1,862.7 billion), and the firm recorded net client outflows of $28.3 billion in the quarter. U.S. GAAP net revenues were $2,004.9 million, up 5.9% from Q3 2025 and 5.1% from Q2 2026, while U.S. GAAP diluted EPS was $2.79 versus $2.87 a year earlier. Adjusted diluted EPS was $2.86, compared with $2.81 in Q3 2025. GAAP net income attributable to T. Rowe Price Group was $612.3 million, down 5.2% year over year, with the decline driven mainly by lower non-operating income ($17.6 million versus $238.4 million a year earlier). Operating expenses fell 1.2% from Q3 2025 to $1,235.1 million, while adjusted operating expenses rose 5.8% to $1,200.1 million. Capital allocation-based income rose to $59.9 million, largely from the recently launched late-stage venture fund. The effective average fee rate excluding performance fees declined to 37.8 basis points from 39.1 basis points, as client flows shifted assets toward lower-fee products and asset classes. For the nine months ended September 30, 2026, U.S. GAAP diluted EPS was $7.89 versus $7.25, and adjusted diluted EPS was $7.95 versus $7.28. The firm also guided its full-year 2026 effective income tax rate to a range of 23.5% to 25.5% on both a U.S. GAAP and adjusted basis. The financial results are unaudited, and the firm stated it expected to file its Form 10-Q for the quarter the same day.

Oct 29, 2026 8-K

Price T Rowe Group 8-K Report, Financial Results (Jul 31, 2026)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) filed this Form 8-K under Item 2.02 to furnish its earnings release (Exhibit 99.1) reporting results for the three and six months ended June 30, 2026. The company reported U.S. GAAP net income attributable to T. Rowe Price Group, Inc. of $632.0 million, or $2.88 diluted EPS, for Q2 2026, up from $505.2 million and $2.24 in Q2 2025. On an adjusted basis, diluted EPS was $2.57, compared with $2.24 a year earlier. Ending assets under management rose to $1,893.4 billion, and net client outflows were $6.5 billion for the quarter. Net revenues were $1,907.4 million, up 10.7% year over year, while operating expenses rose 9.8% to $1,366.9 million. The quarter's profit growth was supported largely by non-operating income of $369.1 million, compared with $235.5 million a year earlier, while adjusted net operating income rose 15.4% to $709.1 million. The release attributes the decline in adjusted non-operating income to portfolio rebalancing that reduced equity exposure in discretionary investments. The firm also noted that the investment advisory annualized effective fee rate excluding performance-based fees fell to 38.1 basis points from 39.6 basis points a year earlier, reflecting a mix shift toward lower-fee products and asset classes. Management cited record AUM of $1.9 trillion, positive flows in May and June, and continued growth in its ETF and SMA businesses. The company returned $441 million to stockholders through dividends and buybacks in the quarter, and it estimates its full-year 2026 effective tax rate will be in the range of 23.0% to 26.0%. The release states that the results are unaudited and that a Form 10-Q would be filed later the same day.

Jul 31, 2026 8-K

Price T Rowe Group 8-K Report, Executive Changes (May 18, 2026)

T. Rowe Price Group, Inc. (NASDAQ: TROW) filed a Current Report on Form 8-K dated May 18, 2026, disclosing a leadership restructuring. The Board of Directors approved on May 15, 2026 the appointment of Eric L. Veiel as President, Co-Head of Global Investments and Chief Investment Officer, effective immediately per the filing. The accompanying press release (Exhibit 99.1) states that Veiel's presidency takes effect June 1, and that Rob Sharps will continue as chair and chief executive officer, setting the firm's overall vision and strategy. The press release describes the broader restructuring. Sébastien Page, currently head of Global Multi-Asset and chief investment officer, becomes co-head of Global Investments and chief investment officer effective June 1, and will remain acting head of Global Multi-Asset through September 30. Effective October 1, Wyatt Lee, currently head of Target Date Strategies, becomes head of Global Multi-Asset while continuing as head of Target Date Strategies and co-portfolio manager of the target date portfolios. Veiel and Page will report to Sharps and remain members of the Management Committee, and Lee will join that committee effective January 1, 2027. The company states the changes are designed to advance its strategy, enhance its pace of innovation, and deepen its focus on client outcomes, with Veiel emphasizing adoption of innovative technologies to improve operational efficiency. The press release notes the firm had $1.83 trillion in client assets as of April 30, 2026, about two-thirds of which are retirement-related.

May 18, 2026 8-K

Price T Rowe Group 8-K Report, Shareholder Vote Results (May 11, 2026)

T. Rowe Price Group, Inc. filed this Form 8-K to report the results of its annual meeting of stockholders, held May 7, 2026. The proxy statement for the meeting was previously filed with the Commission on March 17, 2026. Shares eligible to vote totaled 217,605,891 as of the February 20, 2026 record date. Stockholders voted on three proposals: the election of 13 directors, an advisory vote on named executive officer compensation, and the ratification of KPMG LLP as the independent registered public accounting firm for 2026. Each director nominee received more For votes than Against votes. Robert W. Sharps (13,215,143 Against) and Robert F. MacLellan (12,549,970 Against) drew the largest Against counts among the nominees. Broker non-votes were 24,795,755 on the director and compensation proposals. For the advisory say-on-pay proposal, 135,094,531 votes were cast For and 20,453,712 Against, with 839,842 abstentions. For the auditor ratification, 168,714,625 votes were cast For, 12,282,198 Against, and 187,017 abstained.

May 11, 2026 8-K

Price T Rowe Group 8-K Report, Financial Results (Apr 30, 2026)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) furnished this Form 8-K on April 30, 2026 under Item 2.02, attaching its earnings release reporting results for the three months ended March 31, 2026. U.S. GAAP diluted EPS was $2.23, up from $2.15 in Q1 2025 and $1.99 in Q4 2025, and adjusted diluted EPS was $2.52, compared with $2.23 a year earlier. Net revenues were $1,857.0 million, up 5.3% from Q1 2025 and down 4.0% from Q4 2025. Ending AUM was $1.7 trillion ($1,709.7 billion), down $65.9 billion during the quarter, driven by net client outflows of $13.7 billion and net market depreciation and income of $52.2 billion. Investment advisory fees rose 5.3% year over year to $1,683.0 million, led by multi-asset fees up 12.0%. The annualized effective fee rate excluding performance-based fees fell to 38.4 basis points from 40.0 basis points a year earlier, which the company attributed to a mix shift toward lower-fee products and asset classes. U.S. GAAP operating expenses were $1,176.5 million, including a $10.0 million restructuring charge tied to the ongoing expense management program, and net operating income was $680.5 million. Non-operating results were a loss of $48.3 million, compared with income of $70.7 million in Q1 2025. The company returned $629 million to stockholders through dividends and stock repurchases during the quarter. Its full-year 2026 effective tax rate estimate is 23.0% to 26.0% on both U.S. GAAP and adjusted bases. The release notes that the financial results are unaudited and that the Form 10-Q was expected to be filed later the same day.

Apr 30, 2026 8-K

Price T Rowe Group 8-K Report, Executive Changes (Apr 22, 2026)

On April 22, 2026, T. Rowe Price Group, Inc. (the Company) and Oak Hill Advisors, L.P. (OHA) announced an updated evergreen operating arrangement intended to continue supporting OHA's position as a leading alternatives firm serving institutional, insurance, wealth and retirement clients. The filing is made under Item 5.02 (departure/appointment of officers and compensatory arrangements) and centers on the amended and restated employment agreement with Glenn R. August, Chief Executive Officer of OHA, approved by the Independent Directors on April 21, 2026, on the recommendation of the Compensation Committee. The agreement sets Mr. August's annual base salary at $350,000, with eligibility for annual bonus and incentive awards, and states he will receive no compensation for his Board service. If he is terminated without cause or resigns for good reason, he would receive 12 months of base salary continuation, a prorated bonus based on actual results, and 12 months of employer-paid COBRA coverage, subject to a release and continued compliance with restrictive covenants. Non-competition and customer non-solicitation covenants run to the later of one year after termination or December 31, 2028. The filing also describes new OHA compensation structures. Mr. August was awarded a 16.333% allocation of the OHA Partner Cash Compensation Pool for 2027, with variable compensation for qualifying partners deferred into equity awards under the 2020 Long Term Incentive Plan starting in 2027. A Supplemental Compensation Pool of up to $20 million annually from 2027 through 2030 is also established, and a Value Creation Incentive Plan grants Mr. August 8.166% of the VCI Pool for the 2027 performance period, equal to 50% of his 2027 OHA Partner Cash Compensation Pool percentage.

Apr 22, 2026 8-K

Price T Rowe Group 8-K Report, Financial Results (Feb 4, 2026)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) reported fourth-quarter and full-year 2025 results in an earnings release furnished under Item 2.02 of this Form 8-K, dated February 4, 2026. The firm ended 2025 with $1.8 trillion in assets under management (ending AUM of $1,775.6 billion), but experienced net client outflows of $25.5 billion in Q4 2025 and $56.9 billion for the full year. Q4 2025 U.S. GAAP diluted EPS was $1.99 versus $1.92 in Q4 2024, while adjusted diluted EPS was $2.44 versus $2.12. For 2025, U.S. GAAP diluted EPS was $9.24 and adjusted diluted EPS was $9.72. Q4 2025 net revenues were $1,934.1 million, up 6.0% from Q4 2024, driven by investment advisory fees of $1,737.6 million (up 4.2%) and a swing in capital allocation-based income to $40.8 million from a loss of $5.2 million a year earlier. Operating expenses rose 16.5% year over year to $1,463.1 million on U.S. GAAP basis, including a $148.8 million restructuring charge tied to the firm's ongoing expense management program. The investment advisory annualized effective fee rate excluding performance-based fees declined to 38.8 basis points from 40.5 basis points, as client flows shifted assets toward lower-fee products and asset classes. The firm employed 7,773 associates at year-end, down from 8,158 a year earlier. The release states that results are unaudited, that KPMG LLP is completing its audits of the 2025 financial statements and internal controls, and that the firm expects to file its 2025 Form 10-K after KPMG completes its work in mid-February. The firm estimates its 2026 effective tax rate will be 23.0% to 27.0% on a U.S. GAAP basis and 24.0% to 27.0% on an adjusted basis. CEO Rob Sharps stated that the firm made progress on new partnerships and grew its ETFs and alternatives business.

Feb 4, 2026 8-K

Price T Rowe Group 8-K Report, Executive Changes (Nov 3, 2025)

T. Rowe Price Group, Inc. (NASDAQ: TROW) filed this Form 8-K on November 3, 2025 to report two leadership changes. Chief Operating Officer Kimberly Johnson, who has served in the role since 2022, will resign and leave the company on December 31, 2025. The company's press release describes her tenure as marked by modernizing the firm's technology and data infrastructure, its operational processes, and driving an enterprise approach to AI adoption. In conjunction with her departure, T. Rowe Price is creating a new Technology, Data, and Operations function, to be led by Ramon Richards, who joined the firm as Chief Technology Officer in 2023. Richards will oversee enterprise operations, digital platforms, and data strategy, and will join the firm's Management Committee and report to Chair, CEO and President Rob Sharps. Sharps said the new function aligns the firm's capabilities to adapt to changing industry dynamics. The press release states that T. Rowe Price managed $1.77 trillion in client assets as of September 30, 2025, with about two-thirds of that being retirement-related. For investors, the filing centers on executive succession and a reorganization of technology and operations leadership rather than on financial results.

Nov 3, 2025 8-K

Price T Rowe Group 8-K Report, Financial Results (Oct 31, 2025)

T. Rowe Price Group, Inc. reported results for the third quarter and nine months ended September 30, 2025, furnishing its earnings release as Exhibit 99.1 under Item 2.02. Quarter-end assets under management reached $1.77 trillion, up $90.4 billion during the quarter, which includes the addition of managed account - model delivery assets beginning July 1, 2025. The firm recorded net client outflows of $7.9 billion in the quarter, with net market appreciation of $89.1 billion driving most of the AUM increase. Q3 2025 net revenues were $1,893.5 million, up 6.0% from Q3 2024, and U.S. GAAP diluted EPS was $2.87 versus $2.64 a year earlier. Adjusted diluted EPS was $2.81, compared with $2.57 in Q3 2024. GAAP operating expenses rose 6.7% year over year to $1,250.3 million, which included a $28.5 million restructuring charge tied to the July workforce action. The investment advisory annualized effective fee rate, excluding performance-based fees, declined to 39.1 basis points from 40.7 basis points a year earlier, which the company attributed primarily to client flows and transfers toward lower-fee strategies. The company returned $442 million to stockholders through its recurring quarterly dividend and stock repurchases during the quarter. The release notes that the firm expects to file its Form 10-Q for the third quarter later the same day, and that its full-year 2025 effective tax rate is estimated at 23.0% to 26.0% on a U.S. GAAP basis and 23.5% to 25.5% on an adjusted basis.

Oct 31, 2025 8-K

Price T Rowe Group 8-K Report, Executive Changes (Oct 16, 2025)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) filed this Form 8-K on October 16, 2025 under Item 5.02 to report that its Board of Directors, on October 13, 2025, increased the number of directors from 11 to 13 and elected Allan Golston and Richard Verma as directors. The Board determined both are independent under NASDAQ Listed Company Rules, SEC rules, and the company's Corporate Governance Guidelines. Golston was appointed to the Audit Committee and the Executive Compensation and Management Development Committee; Verma was appointed to the Nominating and Corporate Governance Committee and the Executive Compensation and Management Development Committee. Golston is President of the United States Program at the Gates Foundation, a role he has held since 2006, and previously served as Interim Executive Director of the Global Health Program and as Chief Financial and Administrative Officer. He also sits on the board of Harley-Davidson and previously served on the board of Stryker Corporation through May 2025. Verma is Chief Administrative Officer of Mastercard, overseeing law, government affairs and policy, franchise, corporate security, and community and belonging functions since 2025. He previously served as Deputy Secretary of State for Management and Resources, as Mastercard's general counsel, and as U.S. Ambassador to India from 2014 to 2017. Verma also served on T. Rowe Price's board from 2018 to 2023. The accompanying press release (Exhibit 99.1) quotes Chair, CEO and President Rob Sharps welcoming the new directors and describes T. Rowe Price as managing $1.77 trillion in client assets as of September 30, 2025, about two-thirds of which are retirement-related. The filing involves board composition and governance rather than financial results.

Oct 16, 2025 8-K

Price T Rowe Group 8-K Report, Corporate Update (Sep 4, 2025)

On September 4, 2025, T. Rowe Price Group, Inc. filed a Form 8-K furnishing a press release announcing a strategic collaboration with Goldman Sachs to deliver diversified public and private market investment solutions, with a focus on retirement and wealth channels. Under the collaboration, Goldman Sachs intends to invest, through a series of open-market purchases, up to $1 billion in T. Rowe Price common stock, with the intention to own up to 3.5 percent of the company. The collaboration covers several areas: co-branded target-date strategies that incorporate private market access, with Goldman Sachs serving as third-party provider of private market strategies for the target-date series and a planned launch in mid-2026; jointly created co-branded model portfolios for mass-affluent and high-net-worth advisors; multi-asset offerings under consideration that would provide private market exposure in a single vehicle or combine U.S. public and private equity; and a scalable advisory platform for managed retirement accounts, integrated into T. Rowe Price's recordkeeping and Individual Investor platforms. The press release also highlights OHA, T. Rowe Price's private markets platform, which the filing describes as having approximately $98 billion in assets under management as of June 30, 2025. The filing states that T. Rowe Price manages $1.70 trillion in client assets as of July 31, 2025, about two-thirds of which are retirement-related. The announcement does not disclose financial results or a purchase price per share; the stated terms are limited to the investment cap and ownership target described above.

Sep 4, 2025 8-K

Price T Rowe Group 8-K Report, Financial Results (Aug 1, 2025)

T. Rowe Price Group, Inc. reported second-quarter 2025 results on August 1, 2025, per an earnings release attached as Exhibit 99.1. Quarter-end assets under management were $1.68 trillion, up $110.5 billion during the quarter, driven by $125.4 billion of net market appreciation and income, partly offset by net client outflows of $14.9 billion. Diluted EPS was $2.24, matching adjusted diluted EPS of $2.24, versus $2.11 a year earlier on a U.S. GAAP basis, and the firm returned $395 million to stockholders through dividends and stock repurchases. Net revenues were $1.72 billion, down 0.6% from the prior-year quarter, while operating expenses rose 6.5% to $1.245 billion on a U.S. GAAP basis and 3.7% to $1.147 billion on an adjusted basis. Management said it has a broad plan to reduce expense growth over time while continuing to invest. The effective fee rate excluding performance-based fees fell to 39.6 basis points from 41.1 basis points a year earlier, which the company attributed to market movements, client flows and a shift toward lower-fee asset classes. Non-operating income rose to $235.5 million from $80.3 million, largely from investment gains. The filing also gives the full-year 2025 effective tax rate estimate of 23.5% to 27.5% on a U.S. GAAP basis and 24.0% to 27.0% on an adjusted basis. The results are unaudited, and the company stated it expected to file its Form 10-Q for the quarter later the same day.

Aug 1, 2025 8-K

Price T Rowe Group 8-K Report, Shareholder Vote Results (May 12, 2025)

T. Rowe Price Group, Inc. filed a Form 8-K under Item 5.07 (Submission of Matters to a Vote of Security Holders) to report the results of its annual meeting of stockholders, held on May 8, 2025. The proxy statement for the meeting was previously filed with the Commission on March 26, 2025. Shares eligible to vote totaled 222,242,394 as of the March 3, 2025 record date. Stockholders voted on four proposals. For the election of eleven directors, each nominee received more "For" votes than "Against" votes, with 25,626,683 broker non-votes reported for each nominee. Stockholders also approved the ratification of KPMG LLP as the independent registered public accounting firm for 2025, with 179,890,742 votes for and 10,685,556 against. The advisory vote on named executive officer compensation drew 146,275,657 votes for and 18,174,594 against, along with 688,489 abstentions. A stockholder proposal calling for a shareholder approval requirement for excessive golden parachutes received 61,064,570 votes for and 102,011,189 against, with 2,062,981 abstentions. The filing reports the vote tallies only and does not describe any board response or further action.

May 12, 2025 8-K

Price T Rowe Group 8-K Report, Financial Results (May 2, 2025)

T. Rowe Price Group, Inc. (NASDAQ: TROW) reported first-quarter 2025 results on May 2, 2025, furnishing an earnings release (Exhibit 99.1) and a supplemental earnings presentation (Exhibit 99.2). Quarter-end assets under management were $1.57 trillion, down $40.3 billion from $1.61 trillion at December 31, 2024, driven by $8.6 billion in net client outflows and $31.7 billion of net market depreciation. Net revenues were $1,763.9 million, up 0.8% from Q1 2024 and down 3.3% from Q4 2024. GAAP diluted EPS was $2.15, compared with $2.49 a year earlier and $1.92 in Q4 2024; adjusted diluted EPS was $2.23, versus $2.38 in Q1 2024. The effective fee rate, excluding performance-based fees, fell to 40.0 basis points from 41.6 basis points a year earlier, which the company attributes to client flows and transfers shifting assets toward lower-fee asset classes and products. GAAP operating expenses rose 0.3% year over year to $1,167.6 million, while adjusted operating expenses rose 5.9% to $1,135.1 million, largely on higher compensation, distribution, and technology costs. GAAP net income attributable to the firm fell 14.5% to $490.5 million, reflecting lower non-operating income, which was $70.7 million versus $188.9 million in Q1 2024. The company returned $506 million to stockholders through its recurring quarterly dividend and share repurchases during the quarter, with the dividend per share at $1.27 compared with $1.24 in the prior periods. The company expects its full-year 2025 effective tax rate to fall between 23.5% and 27.5% on a GAAP basis and between 24.0% and 27.0% on an adjusted basis.

May 2, 2025 8-K

Other Events

Price T Rowe Group 8-K Report, Corporate Update (Mar 31, 2025)

T. Rowe Price Group, Inc. filed a Current Report on Form 8-K dated March 31, 2025 under Item 8.01 (Other Events). The filing states that on March 31, 2025 the company completed the relocation of its headquarters to 1307 Point Street, Baltimore, Maryland 21231. The registrant's former address was listed as 100 East Pratt Street, Baltimore, Maryland 21202. The filing is administrative in nature and does not report financial results, financial figures, guidance, or any other financial metrics. Its sole substantive disclosure is the change in the company's principal executive office location. The registrant's common stock (ticker TROW) continues to be listed on the Nasdaq Global Select Market, and the filing is signed by David Oestreicher, Vice President, General Counsel and Secretary. For investors, this filing carries little direct financial significance. It is a routine notice of a corporate address change and does not indicate any change in operations, capital structure, management, or financial condition.

Mar 31, 2025 8-K

Price T Rowe Group 8-K Report, Financial Results (Feb 5, 2025)

T. Rowe Price Group, Inc. reported unaudited fourth-quarter and full-year 2024 results in an earnings release dated February 5, 2025, furnished as Exhibit 99.1, and furnished a supplemental earnings presentation as Exhibit 99.2. Assets under management ended 2024 at $1.61 trillion, with net client outflows of $19.3 billion in Q4 2024 and $43.2 billion for the full year, which the firm states was reduced by nearly half year over year. Diluted EPS was $1.92 for Q4 2024 and $9.15 for 2024 on a U.S. GAAP basis, while adjusted diluted EPS was $2.12 for Q4 2024 and $9.33 for 2024. The firm returned $355 million to stockholders in Q4 2024 and $1.5 billion in 2024 through dividends and stock repurchases. Full-year 2024 U.S. GAAP net revenues were $7.09 billion, up from $6.46 billion in 2023, and net income attributable to T. Rowe Price Group, Inc. was $2.10 billion, compared with $1.79 billion in 2023. Q4 2024 net revenues of $1.82 billion were higher than in Q4 2023, but the quarter's GAAP net income of $439.9 million was little changed from the prior-year quarter, and Q4 2024 capital allocation-based income was negative at $(5.2) million. The effective fee rate excluding performance-based fees declined to 40.5 basis points in Q4 2024 from 41.5 basis points a year earlier, which the firm attributes to a mix shift toward lower-fee products and asset classes. The firm estimates its full-year 2025 effective tax rate will be 23.0% to 27.0% on a U.S. GAAP basis and 23.0% to 26.0% on a non-GAAP basis. The financial results are unaudited, and KPMG LLP was still completing its audits of the 2024 financial statements, with the Form 10-K expected to follow in mid-February. The filing also states that a webcast was held on February 5, 2025 to discuss the results.

Feb 5, 2025 8-K

Other Events

Price T Rowe Group 8-K Report, Corporate Update (Dec 5, 2024)

T. Rowe Price Group, Inc. filed a Form 8-K on December 5, 2024 under Item 8.01 (Other Events) to disclose that its Board of Directors, on December 4, 2024, approved a 15 million share increase in the Company's authorization to repurchase shares of its common stock. Following this increase, the total repurchase authorization will be approximately 19 million shares of the Company's outstanding common stock as of December 4, 2024. The filing states that repurchases may be made from time to time on the open market, in privately negotiated transactions, or in other manners determined by the Company, including through plans complying with Rule 10b5-1 under the Exchange Act. The Company cites price, corporate requirements, and overall market conditions as factors in these decisions. The filing explicitly notes there can be no assurance as to the number of shares that will be purchased, if any. The repurchase program has no expiration date and may be increased, modified, renewed, suspended, or terminated by the Company at any time without prior notice. The filing does not include any financial results or other financial figures beyond the share authorization amounts.

Dec 5, 2024 8-K

Price T Rowe Group 8-K Report, Financial Results (Nov 1, 2024)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) reported third-quarter 2024 results on November 1, 2024. Quarter-end assets under management were $1.63 trillion, up $61.8 billion from the prior quarter, but the firm recorded net client outflows of $12.2 billion. Net revenues were $1,785.6 million, up 6.9% from the year-ago quarter and 3.0% from the second quarter of 2024. U.S. GAAP diluted earnings per share were $2.64, compared with $1.97 in the third quarter of 2023, and adjusted diluted EPS was $2.57, compared with $2.17. GAAP operating expenses rose 7.6% year over year to $1,172.0 million, while adjusted operating expenses rose 3.6% to $1,099.0 million. Non-operating income was $212.5 million on a GAAP basis, aided by $85.9 million in net gains on consolidated sponsored investment products. The investment advisory annualized effective fee rate, excluding performance-based fees, declined to 40.7 basis points from 41.6 basis points a year earlier, which the company attributed to a mix shift toward lower-fee products and asset classes. The firm returned $354 million to stockholders through its dividend and share repurchases during the quarter. Management stated that it remains on track to reduce net outflows in 2024. The firm also expects its full-year 2024 effective tax rate to fall between 23.5% and 26.5% on a U.S. GAAP basis and between 23.5% and 25.5% on a non-GAAP basis. The filing furnishes an earnings release supplement as Exhibit 99.2 and a press release announcing the results as Exhibit 99.1.

Nov 1, 2024 8-K

Price T Rowe Group 8-K Report, Executive Changes (Oct 1, 2024)

T. Rowe Price Group, Inc. (NASDAQ: TROW) filed this Form 8-K on October 1, 2024 to report two related items: a leadership change under Item 5.02 and the formation of a new initiative. The company announced that Justin Thomson, currently Head of International Equity, will step down from that role effective December 31, 2024. He will take on a new position as head of the T. Rowe Price Investment Institute while remaining a chief investment officer. Upon stepping down, he will also leave the company's Management Committee and cease to be an executive officer on December 31, 2024. The accompanying press release (Exhibit 99.1) states that the firm is forming the T. Rowe Price Investment Institute, scheduled to launch on January 1, 2025. The Institute is intended to enhance investment talent development and strengthen delivery of the firm's proprietary investment insights to clients. Thomson will create the Institute's charter, which is expected to establish a center of excellence for investment thought leadership and internal talent development. The Institute will also pursue engagements with outside experts and institutions on topics such as portfolio construction, behavioral finance, and geopolitics. The release describes T. Rowe Price as managing US $1.61 trillion in assets under management as of August 31, 2024, with about two-thirds of those assets retirement-related. Eric Veiel, head of Global Investments and a chief investment officer, is quoted praising Thomson's leadership. The filing does not disclose any financial results or financial impact from these changes.

Oct 1, 2024 8-K

Price T Rowe Group 8-K Report, Financial Results (Jul 26, 2024)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) furnished an 8-K on July 26, 2024 reporting results for the three and six months ended June 30, 2024. Quarter-end assets under management were $1.57 trillion, up $26.9 billion during the quarter, with net client outflows of $3.7 billion. Net revenues were $1,733.3 million, up 7.6% from Q2 2023 and down 1.0% from Q1 2024. Diluted GAAP EPS was $2.11, and adjusted diluted EPS was $2.26. Operating expenses were $1,168.6 million on a GAAP basis, and adjusted operating expenses were $1,105.8 million. The investment advisory annualized effective fee rate declined to 41.6 basis points from 42.3 basis points a year earlier and 42.1 basis points in Q1 2024. The company attributed this to client flows and transfers shifting mix toward lower-fee products and asset classes. Equity assets under management were $810.3 billion at June 30, 2024, while multi-asset assets were $529.1 billion and fixed income assets were $179.9 billion. Alternatives assets were $49.8 billion. Net outflows were concentrated in equity strategies, with equity net cash flows of $(14.9) billion in the quarter. The company returned $396 million to stockholders through its recurring quarterly dividend and share repurchases during the quarter. Management said the sales pipeline is healthy, redemption pressure is stabilizing, and the company remains on track to substantially reduce net outflows in 2024. The company also estimated its full-year 2024 effective tax rate at 23.5% to 26.5% on a U.S. GAAP basis.

Jul 26, 2024 8-K

Price T Rowe Group 8-K Report, Shareholder Vote Results (May 9, 2024)

T. Rowe Price Group, Inc. (TROW) reported the results of its annual meeting of stockholders, held on May 7, 2024, in this Current Report under Item 5.07 (Submission of Matters to a Vote of Security Holders). The proxy statement for the meeting was filed with the Commission on March 18, 2024. Shares eligible to vote totaled 223,643,878 as of the record date of March 1, 2024. Stockholders voted on three proposals. All 11 director nominees received more "For" votes than "Against" votes, with Glenn R. August receiving 151,573,538 For and 3,412,537 Against, and Robert F. MacLellan receiving the highest Against count among nominees at 8,240,290. Stockholders also voted on an advisory vote on the compensation paid to the named executive officers, which received 145,268,137 For votes and 9,088,132 Against votes. In addition, stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for 2024, with 176,668,684 For, 8,224,522 Against, and 170,530 Abstain votes. The filing reports broker non-votes of 29,818,782 on the director election and the advisory compensation vote. It does not describe any further corporate action resulting from the votes.

May 9, 2024 8-K

Price T Rowe Group 8-K Report, Financial Results (Apr 26, 2024)

T. Rowe Price Group, Inc. filed this Form 8-K on April 26, 2024 to furnish its first-quarter 2024 earnings release (Exhibit 99.1) and an earnings release supplement (Exhibit 99.2) used on the earnings call. GAAP net income attributable to T. Rowe Price was $573.8 million, or $2.49 per diluted share, compared with $421.5 million, or $1.83 per diluted share, in Q1 2023. Adjusted diluted EPS was $2.38, compared with $1.69 a year earlier. Net revenues rose 13.8% year over year to $1,750.2 million, driven by higher investment advisory fees on higher average AUM, higher performance-based fees, and higher capital allocation-based income. GAAP operating expenses increased 10.5% to $1,163.6 million. Assets under management ended the quarter at $1.54 trillion, up from $1.34 trillion at March 31, 2023, with market appreciation of $105.7 billion offsetting net client outflows of $8.0 billion. The company said these outflows were about half the level of its Q1 2023 outflows and expects outflows to persist in 2024, with substantial improvement later in the year driven by higher sales and lower redemptions. The effective fee rate declined to 42.1 basis points from 42.7 basis points a year earlier, which the company attributed to a mix shift toward lower-fee vehicles. The company returned $365 million to stockholders through its recurring quarterly dividend and share repurchases and increased the quarterly dividend for the 38th consecutive year, to $1.24 per share. The filing also gives a full-year 2024 effective tax rate estimate of 23% to 27% on a U.S. GAAP basis and 23% to 26% on a non-GAAP basis. The financial results are unaudited.

Apr 26, 2024 8-K

Price T Rowe Group 8-K Report, Executive Changes (Feb 20, 2024)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) filed an 8-K on February 20, 2024 to disclose board leadership changes. William J. Stromberg, the non-executive Chair of the Board, and Dr. Freeman A. Hrabowski, III, informed the Board on February 16, 2024 that they will retire at the Company's 2024 Annual Meeting of Stockholders, currently scheduled for May 7, 2024. Both will continue serving on the Board until that meeting. The filing states that neither retirement resulted from any disagreement with the Company or its management. Dr. Hrabowski chairs the Nominating and Corporate Governance Committee. Following Mr. Stromberg's retirement, Robert W. Sharps will become Chair of the Board while continuing as Chief Executive Officer and President. The Board stated that combining the Chair and CEO roles was the right choice given Mr. Sharps's strong leadership through challenging times. Lead Independent Director Alan Wilson praised Mr. Stromberg's contributions, including the launch of T. Rowe Price Investment Management and the firm's global expansion, and credited Dr. Hrabowski with leading the Board's review of corporate social responsibility and ESG efforts. For investors, the filing is primarily a governance update: it consolidates the Chair and CEO roles under one executive, which is a notable structural change, while the filing reports no financial results. The press release accompanying the filing describes T. Rowe Price as managing USD $1.45 trillion in assets under management as of January 31, 2024.

Feb 20, 2024 8-K

Price T Rowe Group 8-K Report, Financial Results (Feb 8, 2024)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) reported results for the fourth quarter and full year 2023 in an earnings release furnished under Item 2.02 of this Form 8-K, dated February 8, 2024. Year-end assets under management were $1.445 trillion, with net client outflows of $28.3 billion in Q4 2023 and $81.8 billion for the full year. U.S. GAAP diluted EPS was $1.90 for Q4 2023 and $7.76 for 2023, while adjusted diluted EPS was $1.72 for Q4 2023 and $7.59 for 2023. Net revenues were $1,642.0 million in Q4 2023, up 7.7% from Q4 2022 but down 1.7% from Q3 2023, and $6,460.5 million for the full year, down 0.4% from 2022. CEO Rob Sharps said 2023 was a challenging year with substantial net outflows but noted progress, including strong performance in large cap growth funds and work to position the firm for future growth. The company returned $384 million to stockholders in Q4 2023 and $1,376 million for the year through dividends and stock repurchases. Full-year GAAP operating expenses rose 8.7% to $4,474.3 million, while net operating income fell 16.3% to $1,986.2 million. The company estimates its 2024 effective tax rate will be in the range of 23% to 27% on a U.S. GAAP basis. The financial results are unaudited. The filing states that KPMG LLP is completing its audits and that the company expects to file its 2023 Form 10-K in mid-February. A Regulation FD supplement (Exhibit 99.2) accompanied an investor webcast held the same day, and the release and supplement are furnished rather than filed.

Feb 8, 2024 8-K

Price T Rowe Group 8-K Report, Corporate Update (Nov 13, 2023)

T. Rowe Price Group, Inc. (NASDAQ: TROW) filed a Current Report on Form 8-K dated November 10, 2023 to furnish a press release reporting preliminary month-end assets under management (AUM) as of October 31, 2023. Total AUM was $1.31 trillion ($1,312 billion), down from $1,346 billion at September 30, 2023 and up from $1,275 billion at December 31, 2022. Preliminary net outflows for October 2023 were $6.3 billion. By asset class, equity AUM fell to $668 billion from $690 billion at September 30, 2023, multi-asset declined to $429 billion from $440 billion, fixed income including money market was $168 billion versus $169 billion, and alternatives were steady at $47 billion. Target date retirement products totaled $364 billion, compared with $372 billion at September 30, 2023. All figures are preliminary and subject to adjustment. The firm expects outflows in November and December 2023 to be elevated, citing a few large known terminations and regular seasonal patterns, and forecasts net outflows of more than $10 billion for each of those months.

Nov 13, 2023 8-K

Price T Rowe Group 8-K Report, Executive Changes (Nov 1, 2023)

T. Rowe Price Group, Inc. (NASDAQ: TROW) filed this Form 8-K on November 1, 2023 to report that its Board of Directors, on October 31, 2023, increased the number of directors from 12 to 13 and elected William P. (Bill) Donnelly as an independent director effective November 1, 2023. The Board determined Donnelly is independent under NASDAQ Listed Company Rules, SEC rules and the company's Corporate Governance Guidelines. He was appointed to the Audit Committee and the Executive Compensation and Management Development Committee. Donnelly's background is in finance and operations. He was executive vice president responsible for finance, investor relations, supply chain and information technology at Mettler-Toledo International Inc. until retiring in 2018, and served as its chief financial officer in 1997–2002 and 2004–2014. Earlier he held senior financial roles, including chief financial officer of Elsag Bailey Process Automation, NV, and worked as an auditor at PricewaterhouseCoopers LLP. He holds a bachelor of science in business administration from John Carroll University and currently serves on the boards of Ingersoll Rand, Inc. (as lead independent director, nominating and governance committee chair and audit committee member) and Quanterix Corporation. The filing attaches a press release dated November 1, 2023 announcing the appointment. In it, CEO and President Rob Sharps said Donnelly's financial management and operational experience would be valuable to the company, its stockholders, clients and associates. The release also states that T. Rowe Price managed USD $1.35 trillion in assets under management as of September 30, 2023.

Nov 1, 2023 8-K

Price T Rowe Group 8-K Report, Financial Results (Oct 27, 2023)

T. Rowe Price Group, Inc. reported third-quarter 2023 results on October 27, 2023. Quarter-end assets under management were $1.35 trillion, down $52.9 billion during the quarter, with net client outflows of $17.4 billion. Net revenues rose to $1,670.7 million, up 5.2% from Q3 2022 and 3.8% from Q2 2023, driven by higher capital allocation-based income (accrued carried interest) and investment advisory fees. Diluted GAAP EPS was $1.97, versus $1.66 a year earlier, and adjusted diluted EPS was $2.17 versus $1.86. The company returned $386 million to stockholders through its recurring quarterly dividend and stock repurchases. CEO Rob Sharps said investment performance was solid, particularly in the largest franchises, and that cost savings were executed, but flows remain under pressure, with equity net outflows outweighing positive flows into fixed income, multi-asset and alternatives. Operating expenses rose 7.5% year over year to $1,089.4 million on a GAAP basis, while adjusted operating expenses rose 3.2% to $1,061.3 million, partly reflecting severance tied to a July workforce action. The firm's effective fee rate declined to 41.7 basis points from 42.5 basis points a year earlier. The firm estimates its full-year 2023 effective tax rate at 26% to 30% on a U.S. GAAP basis and 26.5% to 29.5% on a non-GAAP basis. The financial results are unaudited, and the Form 10-Q was expected to be filed the same day.

Oct 27, 2023 8-K

Price T Rowe Group 8-K Report, Executive Changes (Aug 3, 2023)

T. Rowe Price Group, Inc. (NASDAQ: TROW) filed this Current Report on Form 8-K to disclose that its Board of Directors, on July 31, 2023, increased the Board from 11 to 12 directors and elected Ms. Cynthia F. Smith as a director. The Board determined Ms. Smith is an independent director under NASDAQ Listed Company Rules, SEC rules, and the company's Corporate Governance Guidelines. She was appointed to the Audit Committee and the Executive Compensation and Management Development Committee. Ms. Smith is senior vice president for regional business and distribution development at MetLife, Inc., a role she has held since 2016, and she has been with MetLife since 1993. The filing describes her prior MetLife roles in group benefits, sales, underwriting, strategic planning, and finance, including chief financial officer of sales and service. She also serves on the boards of Versant Health and MetLife Legal Plans, Inc., both wholly owned subsidiaries of MetLife. The accompanying press release (Exhibit 99.1), dated August 3, 2023, quotes Chief Executive Officer and President Rob Sharps welcoming Ms. Smith and notes that T. Rowe Price manages USD 1.40 trillion in assets under management as of June 30, 2023. The filing does not disclose any compensation arrangements for Ms. Smith.

Aug 3, 2023 8-K

Price T Rowe Group 8-K Report, Financial Results (Jul 28, 2023)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) reported second-quarter 2023 results on July 28, 2023. Quarter-end assets under management were $1.40 trillion, up $57.7 billion from March 31, 2023, but the firm recorded net client outflows of $20.0 billion, with market appreciation and gains of $77.7 billion driving the increase. Net revenues were $1,610.2 million, up 6.4% from the second quarter of 2022, primarily because accrued carried interest turned positive ($38.7 million of capital allocation-based income versus a $126.3 million reduction a year earlier). Investment advisory fees declined 4.4% year over year to $1,430.8 million, as lower markets and net outflows reduced average AUM and the effective fee rate fell to 42.3 basis points from 42.7 basis points. GAAP operating expenses rose 27.5% to $1,076.7 million, while adjusted operating expenses rose 8.3% to $1,026.2 million, largely due to higher accrued carried interest-related compensation. GAAP diluted earnings per share were $2.06 compared with $1.46 a year earlier, and adjusted diluted EPS were $2.02 compared with $1.79. The firm returned $323 million to stockholders, mostly through its recurring quarterly dividend, and estimated its full-year 2023 effective tax rate at 26% to 30% on a U.S. GAAP basis. Management noted that it identified substantial cost savings intended to meaningfully slow expense growth. The filing also furnishes an earnings release supplement and references a webcast held on July 28, 2023, with CEO Rob Sharps and CFO Jen Dardis presenting results. Six-month figures show net revenues of $3,147.8 million, down 6.8% from $3,376.0 million, and net outflows of $36.1 billion for the period.

Jul 28, 2023 8-K

Price T Rowe Group 8-K Report, Shareholder Vote Results (May 12, 2023)

T. Rowe Price Group, Inc. filed this Form 8-K under Item 5.07 to report the results of its annual meeting of stockholders, held on May 9, 2023. The proxy statement for the meeting was filed with the Commission on March 21, 2023, and 224,513,705 shares were eligible to vote as of the March 1, 2023 record date. Stockholders voted on five proposals: the election of eleven directors, an advisory vote on named executive officer compensation, approval of a restated 1986 Employee Stock Purchase Plan, an advisory vote on the frequency of future compensation votes, and ratification of KPMG LLP as the independent registered public accounting firm for 2023. For each director nominee, the For votes ranged from 142,983,114 (Mark S. Bartlett) to 156,693,126 (Robert W. Sharps), with Against votes ranging from 1,583,608 to 15,404,596. The advisory say-on-pay proposal received 134,691,776 For votes against 22,881,131 Against votes and 1,024,827 Abstentions. On the frequency vote, 154,273,171 votes favored an annual (1 Year) vote, compared with 1,256,470 for 2 years and 2,139,704 for 3 years. Investors should note that the filing does not state the board's decision on the frequency of future say-on-pay votes. The restated 1986 Employee Stock Purchase Plan, which includes an increase of 3 million shares in the share pool available for employee purchases, received 153,132,810 For votes against 4,865,817 Against votes and 599,107 Abstentions. KPMG LLP's ratification received 180,457,849 For votes against 6,123,287 Against votes and 426,571 Abstentions. Broker non-votes of 28,409,973 were recorded on the director, compensation, ESPP, and frequency proposals.

May 12, 2023 8-K

Price T Rowe Group 8-K Report, Financial Results (May 2, 2023)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) reported first quarter 2023 results on May 2, 2023, as stated in Exhibit 99.1 to this Form 8-K. Quarter-end assets under management were $1.34 trillion, with net client outflows of $16.1 billion, and net revenues were $1,537.6 million, down from $1,863.0 million in Q1 2022. Diluted EPS was $1.83 on a U.S. GAAP basis and $1.69 on an adjusted basis, compared with $2.41 and $2.62 in the prior-year quarter. Net operating income was $484.2 million on a GAAP basis, while non-operating income was $135.4 million. The filing attributes the revenue decline primarily to lower markets and net outflows. Equity flows remained under pressure, with equity net cash outflows of $23.5 billion, partly offset by net inflows of $7.5 billion into target date products. Management described the market environment as uncertain. The company increased its quarterly dividend for the 37th consecutive year, and dividend per share was $1.22 in Q1 2023 compared with $1.20 in the prior two periods shown. The company expects its effective tax rate for full-year 2023 to be in the range of 26% to 30% on a U.S. GAAP basis and 26.5% to 29.5% on a non-GAAP basis. Q1 2023 GAAP operating expenses were $1,053.4 million, up 6.9% from Q1 2022 but down 17.1% from Q4 2022, and the filing notes that the company also furnished an earnings call supplement as Exhibit 99.2.

May 2, 2023 8-K

Price T Rowe Group 8-K Report, Executive Changes (Mar 6, 2023)

T. Rowe Price Group, Inc. filed this Form 8-K to report that Richard R. Verma resigned from its Board of Directors effective March 3, 2023. The filing states that Mr. Verma resigned because of his nomination by President Joe Biden as Deputy Secretary of State for Management and Resources, and that the resignation was not the result of any disagreement with the Company or its management. The report is limited to a Item 5.02 board departure disclosure. It contains no financial results, financial statement data, or operating metrics, and it does not announce a successor director or any change to compensation arrangements. For investors, the filing is a governance notice with no stated financial impact. Its main relevance is the change in board composition, and the filing gives no further detail on replacement plans.

Mar 6, 2023 8-K

Price T Rowe Group 8-K Report, Financial Results (Jan 26, 2023)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) furnished this Form 8-K under Item 2.02 to report its fourth-quarter and full-year 2022 results, attaching an earnings release as Exhibit 99.1. The information is furnished, not filed, for purposes of Section 18 of the Exchange Act. For Q4 2022 the firm reported net revenues of $1,524.2 million, U.S. GAAP diluted EPS of $1.16 and adjusted diluted EPS of $1.74, with GAAP results reflecting $202 million in non-cash impairment charges tied to intangible and other acquisition-related assets. Year-end assets under management were $1.27 trillion, down 24.5% from the start of the year, and the firm recorded net client outflows of $17.1 billion for Q4 and $61.7 billion for 2022. For full-year 2022, net revenues were $6,488.4 million, down 15.4% from 2021, and U.S. GAAP diluted EPS was $6.70 versus adjusted diluted EPS of $8.02. Management said it reduced headcount by about 2% and repurchased 6.8 million shares for $855.3 million in 2022, and the firm returned $1,964.0 million to stockholders during the year. Management expects 2023 non-GAAP operating expenses excluding accrued carried interest compensation to grow 2% to 6%, and an effective tax rate of 24.5% to 28.5% on a U.S. GAAP basis. The release states the financial results are unaudited and that KPMG LLP was completing its audit.

Jan 26, 2023 8-K

Regulation FDExhibits & Filings

Price T Rowe Group 8-K Report, Corporate Update (Dec 2, 2022)

T. Rowe Price Group, Inc. filed this Current Report on Form 8-K on December 2, 2022, under Item 8.01 (Other Events) to disclose changes to its equity award documentation. The Executive Compensation and Management Development Committee recently amended the form of Notice of Grant under the T. Rowe Price Group, Inc. 2020 Long-Term Incentive Plan (the "Plan"). Under the amended form, receipt of awards is conditioned on the recipient agreeing to provisions, adjusted to comply with local laws, covering confidentiality of Company information, post-termination non-solicitation of Company clients, employees and contractors, and advance notice to the Company before the recipient's termination. The amendments also reflect United Kingdom regulations under the Financial Conduct Authority Investment Firms Prudential Regime that govern the payment of variable remuneration, which applies to certain senior leaders known as Material Risk Takers. Awards under the Plan form part of that variable remuneration. To address related compensation requirements for Material Risk Takers, the Committee also approved the Company's Mutual Fund Unit Plan. For investors, the filing is primarily a governance and compensation-structure disclosure rather than a financial-results report. It identifies no financial figures. Its exhibits (Exhibits 10.1 through 10.12) include the Mutual Fund Unit Plan and multiple forms of Notice of Grant, differentiated by U.S. and non-U.S. status, Material Risk Taker status, and notice period (no notice period, 3-month, or 6-month).

Dec 2, 2022 8-K

Price T Rowe Group 8-K Report, Regulation FD Disclosure (Sep 15, 2022)

T. Rowe Price Group, Inc. furnished under Item 7.01 (Regulation FD) a business update presentation (Exhibit 99.1) for a virtual analyst and investor event held September 15, 2022, hosted by CEO and President Rob Sharps and CFO and Treasurer Jen Dardis. The filing states the information is furnished, not filed, for purposes of Section 18 of the Exchange Act. The presentation attributes 2022 results to a combination of secular factors, including flows shifting to passive and alternatives, fee pressure and vehicle migration, more concentrated distribution, and ESG and regulation, and transitory factors, including market declines in equities and bonds, value/growth rotation, performance challenges in certain strategies, and inflationary impact on expenses. Management states its goal is a return to positive net flows, which it says will require more constructive equity markets, traction in growth initiatives, and improved performance in certain strategies. Financially, the firm reported first-half 2022 net revenues of $3,376 million versus $3,756 million in first-half 2021 (down 10%), GAAP diluted EPS of $3.88 versus $6.63 (down 41%), and adjusted (non-GAAP) diluted EPS of $4.42 versus $6.32 (down 30%). Regular dividends per share rose to $2.40 from $2.16 (up 11%). Cash and discretionary investments were $2,607 million at June 30, 2022, and stockholders' equity attributable to T. Rowe Price Group was $8,964 million. The presentation states the firm has returned 84% of non-GAAP operating income through dividends and buybacks since 2015 and has increased its annual dividend for 36 years. Firmwide assets under management were $1.3 trillion as of August 31, 2022 (preliminary, including Oak Hill Advisors). The presentation highlights the acquisition of Oak Hill Advisors (OHA) as a private markets and alternative credit platform, with about $57 billion in capital under management across private markets, liquid strategies, and structured credit. Management says it is on track for a light-touch integration of OHA's finance, legal/compliance, and HR processes and is developing a retail wealth offering for U.S. clients to be in market in 2023. The presentation also notes that about $18 billion of alternative fee-basis assets under management are eligible to earn carried interest, and that accrued carried interest was $507.2 million as of June 30, 2022, compared with $609.8 million as of December 31, 2021.

Sep 15, 2022 8-K

Price T Rowe Group 8-K Report, Shareholder Vote Results (May 12, 2022)

T. Rowe Price Group, Inc. (TROW) reported in this Current Report, filed May 12, 2022, the results of its annual meeting of stockholders held May 10, 2022. Shares eligible to vote totaled 227,809,949 as of the March 1, 2022 record date. The proxy statement for the meeting was previously filed with the Commission on March 23, 2022. Stockholders voted on three proposals. All 13 director nominees received more votes For than Against, with For counts ranging from 146,157,942 (Mark S. Bartlett) to 159,138,911 (Robert W. Sharps). Mark S. Bartlett and Robert F. MacLellan drew the largest Against counts, at 13,305,790 and 13,088,489 respectively. Broker non-votes of 30,596,820 applied to the director election and the say-on-pay proposal. On the advisory vote on executive compensation, stockholders cast 148,005,775 votes For and 11,174,768 Against. On ratification of KPMG LLP as the independent registered public accounting firm for 2022, stockholders cast 181,568,255 votes For and 8,444,807 Against, with 223,268 Abstentions.

May 12, 2022 8-K

Price T Rowe Group 8-K Report, Executive Changes (Apr 8, 2022)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) filed this Form 8-K to disclose the appointment of Kimberly Johnson as Vice President and Chief Operating Officer, effective April 29, 2022, as announced in a press release dated April 6, 2022. Johnson joins from Fannie Mae, where she served as Executive Vice President and Chief Operating Officer from 2018 to 2022 and as Chief Risk Officer from 2015 to 2018. In the COO role she will lead Global Technology, Global Investment Operations, Global Client Account Services, Enterprise Change, Real Estate & Workplace Services, Enterprise Risk, and the regional operating teams, reporting to CEO and President Rob Sharps and serving on the Management Committee. The filing sets out Johnson's compensation package: a base salary of $350,000, a cash signing bonus of $1,250,000 subject to repayment if she leaves voluntarily or is terminated for cause before December 31, 2023, and a grant of $1,250,000 in restricted stock units under the 2020 Long-Term Incentive Plan vesting 20% per year on each grant anniversary. She is also eligible for a 2022 year-end cash bonus of $2,567,000 and an equity award, on the same terms as other executive officers and at the Company's discretion, along with relocation expenses and standard executive benefits. The filing also states that Robert C.T. Higginbotham, Vice President and Head of Global Distribution, will cease serving as interim COO effective April 29, 2022, when Johnson takes the role.

Apr 8, 2022 8-K

Leadership ChangesAcquisitions & DispositionsMaterial Agreements+4

Price T Rowe Group 8-K Report, Financial Results (Jan 27, 2022)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) filed this Form 8-K on January 27, 2022 to furnish its earnings release (Exhibit 99.1) reporting fourth quarter and full year 2021 results. For the full year, the firm reported net revenues of $7.7 billion ($7,671.9 million), up 23.6% from 2020, diluted GAAP EPS of $13.12 (adjusted non-GAAP $12.75), and net income attributable to T. Rowe Price of $3,082.9 million. Assets under management ended the quarter at $1.69 trillion, but the firm had net client outflows of $22.7 billion in Q4 2021 and $28.5 billion for the full year. Management said it forecasts 2022 net flows below its long-term 1% to 3% growth target. The quarter included the December 29, 2021 closing of the Oak Hill Advisors, L.P. (OHA) acquisition, which the release describes as a $57 billion alternative credit firm. The deal was funded with $2.5 billion in cash and 4.4 million common shares valued at $881.5 million, and added $46.9 billion of fee-basis AUM at year end. Management guided 2022 non-GAAP operating expense growth of 12% to 16% including OHA, and a GAAP effective tax rate of 22.0% to 25.0%. Capital expenditures are expected to be about $295 million in 2022. The firm repurchased $1.1 billion of stock in 2021 and returned $2.8 billion to stockholders including dividends. The results are unaudited, and KPMG LLP was still completing its audits; the company expects to file its 2021 Form 10-K after KPMG finishes in February.

Jan 27, 2022 8-K

Price T Rowe Group 8-K Report, Material Agreement (Dec 30, 2021)

On December 29, 2021, T. Rowe Price Group, Inc. completed its purchase of substantially all of the issued and outstanding equity interests in Oak Hill Advisors, L.P. (OHA), an alternative credit manager, for an aggregate purchase price of approximately $3.3 billion, including the retirement of outstanding OHA debt. Approximately 74% was payable in cash and 26% in shares of the Company's common stock, amounting to the issuance of 4,447,088 shares. The transaction also carries an earnout payment of up to $900 million, payable upon the OHA business meeting certain milestones, starting in early 2025 and ending in 2027. The filing also discloses a Value Creation Agreement with four OHA senior partners, including CEO Glenn R. August. Promptly after the fifth anniversary of the closing date, certain OHA employees will receive incentive payments equal to 10% of the appreciation in value of the OHA business, subject to an annualized preferred return to the Company. Seventy-five percent of that payment will be made in cash and 25% in Company common stock, with possible partial acceleration upon certain terminations, resignations for good reason, or a change in control. On December 30, 2021, Robert W. Sharps and Glenn R. August joined the Company's board of directors, and Mr. August was appointed to the Management Committee. The Company stated that OHA will operate as a standalone business with autonomy over its investment process. The press release furnished as Exhibit 99.1 notes that the acquisition expands T. Rowe Price's presence in alternative credit and that T. Rowe Price had $1.63 trillion in assets under management as of November 30, 2021, while OHA had $56 billion.

Dec 30, 2021 8-K

Price T Rowe Group 8-K Report, Executive Changes (Dec 8, 2021)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) announced in a Form 8-K filed December 8, 2021 that William J. Stromberg will retire as chair of the Board, chief executive officer, and chair of the Management Committee on December 31, 2021, and will continue on the Board as non-executive chair. The Board approved Robert W. Sharps, currently the Company's President, to succeed Stromberg as CEO and chair of the Management Committee effective January 1, 2022, and to join the Board effective upon the earlier of January 1, 2022 or the first business day after the closing of the pending acquisition of Oak Hill Advisors, L.P. (OHA). The filing also reports that Glenn R. August, founder and CEO of OHA, was elected to the Board and appointed to the Management Committee, both effective the first business day after the OHA acquisition closes. The Company states that the additions of Sharps and August would increase the number of Board members from 12 to 14. Agreements related to the OHA acquisition were previously described in an October 28, 2021 Form 8-K. For investors, the filing is primarily a leadership transition disclosure. Sharps, who joined the Company in 1997 and has served as Head of Investments and Group Chief Investment Officer since 2018, will lead the firm while the OHA acquisition remains pending. The press release notes T. Rowe Price had $1.67 trillion in assets under management as of October 31, 2021.

Dec 8, 2021 8-K

Material AgreementsSecurities & ListingRegulation FD+1

Price T Rowe Group 8-K Report, Executive Changes (Nov 3, 2021)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) filed a Form 8-K on November 3, 2021 to report that on November 2, 2021 its Board of Directors increased the number of directors from 11 to 12 and elected Ms. Eileen Rominger as a director. The Board determined that Ms. Rominger is an independent director under NASDAQ Listed Company Rules, SEC rules, and the company's Corporate Governance Guidelines. She was appointed to the Audit Committee and the Executive Compensation and Management Development Committee. The filing describes Ms. Rominger's background: she was a senior advisor to CamberView Partners, LLC from 2013 to 2018, director of the SEC's Division of Investment Management from 2011 to 2012, and held roles at Goldman Sachs Asset Management from 1999 to 2011, including global chief investment officer. She previously spent 18 years at Oppenheimer Capital and served on the board of Swiss Reinsurance Company Ltd. from 2018 to 2020. The accompanying press release (Exhibit 99.1) states that T. Rowe Price had $1.61 trillion in assets under management as of September 30, 2021. Chairman and CEO Bill Stromberg said Ms. Rominger's public policy, regulatory, corporate governance, leadership, and investment management experience will serve the firm and its stockholders well.

Nov 3, 2021 8-K

Price T Rowe Group 8-K Report, Material Agreement (Oct 28, 2021)

On October 28, 2021, T. Rowe Price Group, Inc. entered into a Purchase Agreement with Oak Hill Advisors, L.P. (OHA) and its equity holders to acquire substantially all of OHA's issued and outstanding equity interests. The purchase price is approximately $3.3 billion at closing, including the retirement of outstanding OHA debt, with approximately 74% payable in cash and 26% in shares of T. Rowe Price common stock. The agreement also allows for an earn-out of up to an incremental $900 million, payable starting in early 2025 and ending in 2027, if the OHA business exceeds certain revenue targets during January 1, 2022 through December 31, 2026. The filing estimates up to 4.3 million shares of common stock will be delivered at closing, issued under Section 4(a)(2) of the Securities Act. The press release describes OHA as a leading alternative credit manager with $53 billion of capital under management as of July 31, 2021, and more than 300 employees. T. Rowe Price plans to make OHA its private markets platform, operating as a standalone business with autonomy over its investment process. The company has agreed to commit $500 million for co-investment and seed capital alongside OHA. The transaction is expected to be accretive to diluted earnings per share, excluding amortization of intangibles and the earnout expense impact, by a low-to-mid single digit percentage in 2022. Closing is expected late in the fourth quarter of 2021, subject to regulatory clearances, client consents, and other customary conditions. Glenn August, OHA's founder and CEO, will commence employment with T. Rowe Price upon closing under a five-year employment agreement with a $350,000 base salary, and is intended to be elected to the Board of Directors, subject to final board approval. The filing notes that the closing is subject to HSR Act clearance, consents from OHA fund clients, and the continued employment of Mr. August and William Bohnsack, and the agreement may be terminated if closing has not occurred by April 27, 2022.

Oct 28, 2021 8-K

Price T Rowe Group 8-K Report, Executive Changes (Jul 29, 2021)

On July 29, 2021, T. Rowe Price Group, Inc. announced a CEO succession plan and several key leadership transitions. William J. Stromberg, Chair, CEO and chair of the Management Committee, will retire on December 31, 2021, and will continue as non-executive Chair of the Board. Robert W. (Rob) Sharps, currently President, Head of Investments and Group Chief Investment Officer, is set to succeed him as CEO and chair of the Management Committee effective January 1, 2022, and will also join the Board at that time. Financial leadership also changes. Céline Dufétel will resign as Chief Financial Officer, Chief Operating Officer and Treasurer effective July 31, 2021, and will serve in an advisory role until August 31, 2021. Jennifer B. Dardis, Vice President and Head of Finance, becomes CFO and Treasurer effective August 1, 2021, and joins the Management Committee. Robert C.T. Higginbotham, Vice President and Head of Global Distribution, becomes interim COO effective August 1, 2021. Eric Veiel will become head of Global Equity and Josh Nelson head of U.S. Equity, both effective January 1, 2022. The filing attaches a press release that states the firm had $1.62 trillion in assets under management as of June 30, 2021. The press release also notes that management would host a webcast on the transitions the same day.

Jul 29, 2021 8-K

Regulation FDExhibits & Filings

Price T Rowe Group 8-K Report, Corporate Update (Jun 14, 2021)

T. Rowe Price Group, Inc. (NASDAQ-GS: TROW) disclosed in a Current Report on Form 8-K filed June 14, 2021, that its Board of Directors declared a special cash dividend of $3.00 per share. The dividend is payable on July 7, 2021 to stockholders of record as of the close of business on June 25, 2021. The disclosure was made under Item 8.01 (Other Events), with the details set out in a press release attached as Exhibit 99.1. In the accompanying press release, Chair and CEO William J. Stromberg described the payment as "an efficient return of capital to our stockholders and reflects the healthy cash position on our balance sheet." He stated that the company's balance sheet will remain very strong after the payment, with ample liquidity to execute its business strategy. He also said the payment is not expected to have a material impact on the company's ability to meet ongoing financial needs, continue its dividend record for the foreseeable future, or maintain a buffer against market volatility. The release notes that T. Rowe Price had $1.59 trillion in assets under management as of May 31, 2021. The filing itself does not provide the aggregate dollar amount of the special dividend or details on how it will be funded.

Jun 14, 2021 8-K

Price T Rowe Group 8-K Report, Regulation FD Disclosure (May 26, 2021)

T. Rowe Price Group, Inc. filed this Current Report on Form 8-K under Item 7.01 (Regulation FD Disclosure) to furnish materials from its Investor Day held May 26, 2021, from 9:00 a.m. to 11:00 a.m. Eastern Standard Time. Senior executives presented an update on the firm's strategic initiatives and plans. The presentation (Exhibit 99.1) was also posted to the firm's investor relations website and the event was webcast, with a replay archived online for one year. The information is furnished, not filed, for purposes of Section 18 of the Exchange Act. The presentation states the firm had $1.52 trillion in assets under management as of March 31, 2021, with 745 investment professionals and carrying no outstanding long-term debt. It describes the planned launch of T. Rowe Price Investment Management (TRPIM) in Q2 2022, a strategic partnership with FIS for retirement recordkeeping and technology operations, target date fee reductions of about 5.5 basis points across the $351.6 billion target date franchise, and a long-term organic growth target of 1%–3%. Reported Q1 2021 net flows were $5.6 billion. The presentation also outlines 2021 priorities, including launching initial Fixed Income ETFs, a first Impact strategy, a managed account platform for retirement, expanded M&A evaluation capabilities, and continued EMEA and APAC buildout. It reports that the firm returned capital to stockholders, with a 52% one-year return of capital and 81% cumulative over five years, and that it repurchased $4.2 billion of stock over the past five years.

May 26, 2021 8-K

Price T Rowe Group 8-K Report, Corporate Update (May 24, 2021)

On May 24, 2021, T. Rowe Price Group, Inc. filed a Form 8-K reporting that it will reduce expenses across its suite of target date mutual funds and trusts. The fee reductions take effect July 1, 2021. According to the press release (Exhibit 99.1), the overall asset-weighted average fee reduction, based on assets under management as of March 31, 2021, is 6.3 basis points across mutual funds and 4.8 basis points across trusts. The unitary fee structure for target date mutual funds will remain in place and reflect the updated fees. The firm states the overall investment approach and benchmarks for the Retirement and Target series are unchanged. The company also filed registration statements for a new Retirement Blend Fund series (2005-2065 vintages, Investor Class and I Class shares), which is expected to be publicly available on or about July 28, 2021. The Retirement Blend strategy combines active and passive management and was previously available only in collective investment trust format since 2018. The new series does not affect the ongoing glide path transition, which began in April 2020 and is expected to take about two years. The release also cites a Morningstar Gold analyst rating upgrade for certain Retirement Funds in February 2021 and states that the firm's target date portfolios are advised by its Multi-Asset Division, which managed $451 billion as of April 30, 2021. For investors, the filing signals a pricing move to make the target date lineup more competitive and broaden distribution through a new mutual fund series, while the company says the investment approach and portfolio management team remain unchanged.

May 24, 2021 8-K

Price T Rowe Group 8-K Report, Corporate Update (May 18, 2021)

T. Rowe Price Group, Inc. announced on May 18, 2021 that it is expanding its roughly 30-year relationship with FIS to accelerate the transformation of its full-service retirement recordkeeping business. Under the arrangement, FIS will assume responsibility for managing retirement technology development and core operations for the business. About 800 T. Rowe Price operations and technology associates are being offered the same roles with FIS, with the transition effective August 1, 2021, and those associates will remain in their current Owings Mills, Maryland, and Colorado Springs, Colorado, facilities. T. Rowe Price says it will retain focus on investment management, high-touch client service, and personalized participant experiences, and will remain accountable for all recordkeeping services. The company states that because it already uses FIS's recordkeeping platform, there will be no conversion or transition for any clients, and that sponsors will continue to be served by their same client service teams. The press release cites the goal of a more scalable and efficient defined contribution business, along with planned enhancements such as recordkeeping modernization, retirement income experiences, financial wellness and digital payment capabilities, and greater use of AI, automation, and robotics. The press release describes the decision as following an extensive strategic review of the business. It reports that T. Rowe Price had $1.59 trillion in assets under management as of April 30, 2021, and that its full-service retirement recordkeeping business had $248 billion in assets under administration as of March 31, 2021, of which nearly $153 billion were assets managed by the firm.

May 18, 2021 8-K

Price T Rowe Group 8-K Report, Shareholder Vote Results (May 13, 2021)

T. Rowe Price Group, Inc. filed this Form 8-K under Item 5.07 to report the results of its annual meeting of stockholders, held May 11, 2021. Shares eligible to vote totaled 227,453,209 at the March 11, 2021 record date. The proxy statement for the meeting was previously filed with the Commission on March 24, 2021. Stockholders voted on four proposals. All eleven director nominees received more votes For than Against, with Against votes ranging from 769,217 to 10,946,016 for individual nominees. Stockholders also approved KPMG LLP as the independent registered public accounting firm for 2020, with 186,333,494 For and 5,828,742 Against. On the advisory vote on named executive officer compensation, 150,569,618 votes were For and 9,625,980 were Against. A stockholder proposal requesting a report on voting by the company's funds and portfolios on climate change matters received 26,609,335 For, 131,627,089 Against, and 2,373,739 Abstain votes, with 31,783,148 broker non-votes. The filing shows the proposal drew substantially more Against than For votes.

May 13, 2021 8-K

Price T Rowe Group 8-K Report, Financial Results (Jan 28, 2021)

T. Rowe Price Group, Inc. reported its fourth quarter and full year 2020 results in an earnings release attached as Exhibit 99.1 to this Form 8-K, dated January 28, 2021. Assets under management ended the quarter at $1.47 trillion, up $160.1 billion during Q4 2020. Net client inflows were $2.2 billion for Q4 2020 and $5.6 billion for the full year. GAAP net revenues were $1.7 billion for Q4 2020 (up 18.0%) and $6.2 billion for 2020 (up 10.5%). GAAP diluted earnings per share were $3.33 for Q4 2020 and $9.98 for 2020, while adjusted non-GAAP diluted earnings per share were $2.89 for Q4 2020 and $9.58 for 2020. GAAP operating expenses rose 10.0% in Q4 2020, driven mainly by a $45.1 million increase in supplemental savings plan expense tied to higher market returns. The firm raised its 2021 non-GAAP operating expense growth outlook to 8%-12%, from 6%-9% previously. The firm remains debt-free, with total cash and investments in T. Rowe Price products of $6.23 billion at December 31, 2020. It repurchased 10.9 million shares in 2020 at an average price of $109.30, and it expects 2021 capital expenditures of about $265 million. The release states that the financial results are unaudited, that KPMG LLP is completing its audits, and that the Form 10-K for 2020 is expected to be filed after KPMG completes its work in February. The release also notes the planned establishment of T. Rowe Price Investment Management, a separate U.S.-based SEC-registered investment advisor, and the approval of a business license for a wholly foreign owned enterprise in Shanghai.

Jan 28, 2021 8-K