1.Elect four (4) director-nominees for each Fund; and

Solicitation Script2.To transact such other business as may properly come before the Shareholder Meeting and any adjournments or postponements thereof.

You or your proxy holder will be able to attend the meeting online, vote your shares electronically, and submit questions by visiting the portable document format (“PDF”) available at the following url: https://vote.proxyonline.com/trowe/docs/2023virtualmeetinginformation.pdf. The PDF will provide a url to attend the Shareholder Meeting. You must register prior to attending the Shareholder Meeting. You must have PDF viewing software, such as Adobe Reader, installed on your computer to view the document and attend the Shareholder Meeting. More detailed instructions are provided in the proxy materials that follow.

You are receiving these combined proxy materials for any Fund(s) you own. We hope that you will be able to attend the Shareholder Meeting and we encourage you to vote by telephone or online using the control number that appears on the enclosed proxy card prior to the Shareholder Meeting. Voting prior to the Shareholder Meeting will

reduce the time and costs associated with this proxy solicitation. Whichever method you choose, please read the enclosed proxy statement carefully before you vote.

Since the T. Rowe Price Blue Chip Growth FundFunds’ last joint shareholder meeting in 2018, certain directors have retired or resigned and new directors have been added to replace them. In conjunction with these changes and more long-term succession planning, it has become necessary to seek shareholder approval to elect four directors for each Fund. If all proposed nominees are elected, each Fund’s Board will be composed of at least 75% independent directors and the same independent directors would serve on each Fund’s Board.

If you have questions, please call one of our service representatives at 1-800-541-5910.

Your participation in this vote is extremely important. By voting promptly, you can help the Funds that you own avoid the expense of additional mailings.

As always, thank you for investing with T. Rowe Price.

Sincerely,

Robert W. Sharps
Chief Executive Officer, T. Rowe Price Institutional Large-Cap Core Growth FundGroup, Inc.

Notice of Joint Special Meeting Date: May 26, 2021of Shareholders

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Toll Free Number: 866-329-8430

Inbound Greeting:

Thank you for calling Broadridge Proxy Services

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T. Rowe Funds. My namePrice Funds
100 East Pratt Street
Baltimore, Maryland 21202

Joint Special Meeting of Shareholders
Monday, July 24, 2023

JOINT PROXY STATEMENT

This proxy material relates to all mutual funds and exchange-traded funds (“ETFs”) sponsored and managed by T. Rowe Price Associates, Inc. (“T. Rowe Price”). A complete list of the T. Rowe Price Funds is <Agent Name>included in Exhibit 1 (each a “Fund,” and together, the “T. Rowe Price Funds,” the “Price Funds,” or the “Funds”). How may I assistThis document provides you today?

General Outbound Greeting:

Good day, may I please speak with Mr./Ms. <full name as it appearsthe information you need to vote on registration>?

Hello Mr./Ms. <Shareholder’s Last Name>. My namethe matters coming before the upcoming joint special meeting (the “Shareholder Meeting”) and is <agent name> and I am a proxy voting specialist calling on behalffurnished in connection with the solicitation of proxies by the T. Rowe Price Funds. Would you please confirmIf you have receivedany questions, please feel free to call us toll free at 1-800-541-5910. The Notice of Joint Special Meeting of Shareholders, the proxy materials forcard, and this joint proxy statement (the “Proxy Statement”) began mailing to shareholders of record on or about May 10, 2023.

How can shareholders access the specialvirtual Shareholder Meeting?

The Shareholder Meeting will be a virtual meeting conducted exclusively via live webcast starting at 12:15 p.m. eastern time on Monday, July 24, 2023. You or your proxy holder will be able to attend the meeting online, vote your shares electronically, and submit questions by visiting the portable document format (“PDF”) available at the following url: https://vote.proxyonline.com/trowe/docs/2023virtualmeetinginformation.pdf. The PDF will provide a url to attend the Shareholder Meeting. You must register by providing your name and email address prior to attending the Shareholder Meeting. You must have PDF viewing software, such as Adobe Reader, installed on your computer to view the document and attend the Shareholder Meeting.

Because the Shareholder Meeting is completely virtual and will be conducted via live webcast, shareholders will not be able to attend the Shareholder Meeting in person. If your shares are held through a brokerage account or by a bank or other holder of Shareholders scheduled for May 26, 2021?

Near Meeting Date Outbound Greeting:

Good day, may I please speak with Mr./Ms. <full name as it appears on registration>?

Hello Mr./Ms.<last name>. My name is <agent name> and I amrecord you will need to request a legal proxy voting specialist calling on behalf of T. Rowe Price Funds to confirm you have received the proxy materials for the special meeting of Shareholders scheduled in just a few days on May 26, 2021. Have you received proxy materials?

Adjournment Outbound Greeting:

Good day, may I please speak with Mr./Ms. <full name as it appears on registration>?

Hi Mr. /Ms. , my name is <Agent Name> and I am a proxy voting specialist calling regarding your investment in T. Rowe Price Funds. T. Rowe Price Fund’s special meeting of Shareholders has been adjourned to <date/time>. Have you received proxy materials?

Voting:

T. Rowe Price Fund’s board has recommended a vote IN FAVOR of the proposals to change the fund’s diversification status. By voting, you would be removed from further communications for this initiative. Would you like to vote your shares during the virtual meeting. To do so, you must submit proof of your proxy power (“legal proxy”) reflecting your holdings as of April 27, 2023, along with the Board’s recommendation?

Thank you, I am recording your <name and email address to AST. Requests for against, abstain> vote for all of your accounts. For confirmation purposes, please state your full name.

If Unsure of voting or does not wantnecessary to vote along withduring the recommendationShareholder Meeting. Requests for registration should be directed to AST at attendameeting@equiniti.com.

We are pleased to offer our shareholders a completely virtual Shareholder Meeting, which provides worldwide access and communication. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. We will reserve time at the end of the Board:Shareholder Meeting (prior to the final vote tabulation) to answer as many shareholder-submitted

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questions as time permits; however, we reserve the right to reviewexclude questions that are not pertinent to Shareholder Meeting matters or that are otherwise inappropriate. If substantially similar questions are received, we will group such questions together and provide a single response to avoid repetition.

Who is asking for my vote?

The Boards of Directors (each, a “Board” and together, the proposals with you? <After review, ask them if they would like to vote now over“Boards”) of the phone>.

If not received/Requesting material to be re-mailed:

I can resend the proxy materials to you, or I can review the proposals with you and record your vote immediately by phone. <Pause for response>

After review, ask them if they would like to vote now over the phone:

T. Rowe Price Fund’s Board recommendsFunds request that you vote “FOR”on each director nominated for election. The votes will be formally counted at the proposals to changeShareholder Meeting on Monday, July 24, 2023, and if the fund’s diversification status. By voting, you would be removed from further communications for this initiative. Would you like toShareholder Meeting is adjourned or postponed, on the date of the adjourned or postponed meeting. Fund shareholders may vote along withelectronically at the Board’s recommendation?

IfShareholder Meeting, and they don’t want proposals reviewed:

Do you have an email address this can be sent to? <If yes, enter the email address in the notes and read it back phoneticallymay also vote prior to the shareholder.>

Thank you. You should receive the proxy materials shortly and the materials will inform you of the methods available to cast your vote.

If Not Interested:

I am sorry for the inconvenience. Your vote is very important and you can always vote via the other methods outlined in the proxy materials, which would remove you from further communications for this initiative. Thank you again, and haveShareholder Meeting online, by telephone, or by returning a wonderful day/evening.

Registered holder wants a new proxy card/or their control number <send complete contact information name, address, control #, & shares to Broadridge>:

Your control number can be found on your proxy card. I can arrange to have a new proxy card sent to you. However, I can record your voting instructions right now so that it will be represented at the upcoming meeting. Your board is recommending you vote FOR the proposals.

Beneficial holder wants a new VIF/or their control number:

Your control number can be found on your Vote Instruction Form. You can contact your broker/financial advisor and they can arrange to have a new voting instruction form sent to you. However, I can record your voting instructions right now so that it will be represented at the upcoming meeting.  Your board is recommending you vote FOR the proposal.

Your vote is very important. Please complete and mail yourcompleted proxy card in the postage-paid envelope provided. ToDetails can be found on the enclosed proxy card. Do not mail the proxy card if you are voting online or by telephone.

The Boards, including the Funds’ independent directors, recommend that shareholders vote FOR all the proposed nominees.

Who is eligible to vote?

Shareholders of record at the close of business on Thursday, April 27, 2023, (the “record date”) of each Fund are hereby notified of the Shareholder Meeting and are entitled to one vote for each full share and a proportionate vote for each fractional share of each Fund they held as of the record date. Shareholders of a Fund are entitled to vote with respect to that Fund and not with respect to any Fund of which they do not own any shares as of the record date.

Under Maryland law, shares owned by two or more persons (whether as joint tenants, co-fiduciaries, or otherwise) will be voted as follows, unless a written instrument or court order providing to the contrary has been filed with a Fund: (1) if only one votes, that vote will bind all; (2) if more than one votes, the vote of the majority will bind all; and (3) if more than one votes and the vote is evenly divided, the vote will be cast proportionately.

What are shareholders being asked to vote on?

At a meeting held on Monday, March 6, 2023, the Boards, including the independent directors, unanimously approved submitting the following proposals to the shareholders of the Funds to be considered and acted upon:

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How can I get more information about the Funds?

A copy of each Fund’s most recent prospectus, annual and semiannual shareholder reports, and statement of additional information are available at no cost by visiting our website at troweprice.com/prospectus; by calling 1-800-541-5910; or by writing to T. Rowe Price, 4515 Painters Mill Road, Owings Mills, Maryland 21117.

PROPOSAL – ELECTION OF DIRECTORS

Under the Investment Company Act of 1940, as amended (the “1940 Act”), a certain percentage of each Fund’s Board must be elected by shareholders. Due to the retirement or resignation of certain directors over the Internet, please followpast few years, it is now necessary for the instructions providedFunds to hold a shareholder meeting to elect directors. Two of the proposed nominees, Kellye L. Walker and Eric L. Veiel, presently serve as directors on the current Boards. Melody Bianchetto and Mark J. Parrell do not currently serve as directors although each has served on each Board’s Advisory Board since February 24, 2023 and January 1, 2023, respectively. As discussed in further detail below, Advisory Board members serve in a consultative capacity to the Board and, in doing so, participate in Board discussions and review Board materials. None of these proposed nominees have yet been elected by shareholders.

The current directors who have not been nominated for shareholder approval at the upcoming Shareholder Meeting were previously elected by each Fund’s shareholders. Each of the current directors who are not nominated for election at this time will continue to serve on the Boards following the Shareholder Meeting. Each Board will be composed of at least 75% independent directors if the proposed nominees are elected. Robert J. Gerrard, Jr., an independent director, currently serves as the chair of the Board. Mr. Gerrard is expected to continue serving as the chair following the Shareholder Meeting.

If all proposed nominees are elected, there will be seven independent directors and two interested directors on each Fund’s Board. Once elected, each nominee will become a director immediately.

What are the primary responsibilities of the Boards and their committees, and how often do they meet?

The same directors serve on each Board. This shared structure provides effective governance by exposing the directors to a wide range of business issues and market trends, and permits the Boards to operate more efficiently, particularly with respect to matters common to all Funds. The Boards are responsible for the general oversight of each Fund’s business and for assuring that each Fund is managed in the proxy materials.best interests of its shareholders.

The directors meet regularly to review a wide variety of matters affecting or potentially affecting the Funds, including performance, investment programs, compliance matters, advisory fees and expenses, service providers, and business and regulatory affairs.

The Boards of the T. Rowe Price Funds held five regularly scheduled formal meetings during calendar year 2022. The Funds are not required to hold annual shareholder meetings. Accordingly, unless the Boards determine otherwise, the Funds do not hold

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an annual meeting of shareholders. If youa shareholder meeting to elect directors is held, all nominee directors are encouraged to attend, subject to availability.

Although the Boards have any questions, would likedirect responsibility over various matters (such as approval of advisory contracts and review of Fund performance), each Board also exercises certain oversight responsibilities through several Board established committees. Each committee reports back to vote over the telephonefull Boards. The Boards believe that a committee structure is an effective means to permit directors to focus on particular operations or need new proxy materials, call toll-free at 866-329-8430issues affecting the Funds, including risk oversight. The Boards currently have three standing committees, a Joint Nominating and Governance Committee, a Joint Audit Committee, and a proxy voting specialist will assist you. SpecialistsJoint Executive Committee, which are available Monday through Friday, 9AMdescribed in greater detail in the following paragraphs.

The Joint Nominating and Governance Committee consists of all the independent directors of the Funds. Pursuant to 10PM eastern time. Voting takes just a few momentsthe Joint Nominating and will benefit all Shareholders. Thank you for your prompt attentionGovernance Committee’s charter (which is filed as an Appendix to this matter.

AUTOMATED ANSWERING MACHINE MESSAGE:Proxy Statement), it is responsible for, among other things, seeking, reviewing, and selecting candidates to fill independent director vacancies on each Fund’s Board; periodically evaluating the compensation payable to the independent directors; and performing certain functions with respect to the governance of the Funds. The chair of the Boards of the T. Rowe Price Funds serves as chair of the committee. The committee will consider written recommendations from shareholders for possible nominees for independent directors. Nominees will be considered based on their ability to review critically, evaluate, question, and discuss information provided to them; to interact effectively with the Funds’ management and counsel and the various service providers to the Funds; and to exercise reasonable business judgment in the performance of their duties as directors. The Joint Nominating and Governance Committee seeks to ensure that the Boards are composed of independent directors who bring diverse perspectives, including diverse experiences, backgrounds, race, ethnicity, gender, qualifications, skills, thoughts, viewpoints, and other qualities. Nominees will also be considered based on their independence from T. Rowe Price and other principal service providers. Other than executive sessions in connection with Board meetings, the Joint Nominating and Governance Committee formally met one time in 2022.

Hello, thisThe Joint Audit Committee consists of only independent directors. The current members of the committee are Teresa Bryce Bazemore, Robert J. Gerrard, Jr., Paul F. McBride, and Kellye L. Walker. Ms. Bazemore currently serves as chair of the committee and is considered an “audit committee financial expert,” as defined by the Broadridge Securities and Exchange Commission (“Proxy Services Center callingSEC”). The Joint Audit Committee oversees the pricing processes for the T. Rowe Price Funds and holds at least three regular meetings during each fiscal year for the specific purpose of meeting with management of the Price Funds and the Price Funds’ independent registered public accounting firm. The Joint Audit Committee reviews: (1) the services provided; (2) the findings of the most recent audits; (3) management’s response to the findings of the most recent audits; (4) the scope of the audits to be performed; (5) the accountants’ fees; (6) the qualifications, independence, and performance of the independent registered public accounting firm; and (7) any accounting questions relating to particular areas of the T. Rowe Price Funds’ operations, accounting service provider performance, or the operations of parties dealing with the T. Rowe Price Funds, as circumstances indicate.

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The Joint Audit Committee also reviews the risk management program of the Funds’ investment adviser and valuation-related materials and reports provided by the Funds’ valuation designee. The Joint Audit Committee met four times in 2022.

The Joint Executive Committee, which consists of each Fund’s interested directors, has been authorized by the Boards to exercise all powers of the Boards of the Funds in the intervals between regular meetings of the Boards, except for those powers prohibited by statute from being delegated. All actions of the Joint Executive Committee must be approved in advance by the independent chair of the Board (and if the independent chair is unavailable, consult an important messageindependent director of the Board) and reviewed after the fact by the full Board. The Joint Executive Committee for each Fund does not hold regularly scheduled meetings. The Joint Executive Committee was called upon one time to take action on behalf of the Funds during 2022.

From time to time, the independent directors may create a special committee (“Special Committee”) or an ad hoc working group composed of independent directors, whose purpose is to review certain limited topics that require in-depth consideration outside of the Boards’ regular review.

In addition to the Boards and the various committees, the directors have established an Advisory Board which consists of Melody Bianchetto and Mark J. Parrell. Advisory Board members serve in a consultative capacity to the Boards. As such, Ms. Bianchetto and Mr. Parrell participate in Board discussions and review Board materials relating to the T. Rowe Price Funds. However, Advisory Board members are not eligible to vote on any matter presented to the Boards and have no power to act on behalf of or bind the directors or any committee of the Boards.

Like other investment companies, the T. Rowe Price Funds are subject to various risks, including, among others, investment, compliance, operational, and valuation risks. The Boards oversee risk as part of their oversight of the Funds. Risk oversight is addressed as part of various Board and committee activities. Each Board, directly or through its committees, interacts with and reviews reports from, among others, the investment adviser or its affiliates, the Funds’ chief compliance officer, the adviser’s liquidity committee, the derivatives risk manager, the Funds’ independent registered public accounting firm, legal counsel, and internal auditors for T. Rowe Price or its affiliates, as appropriate, regarding risks the Funds face and the risk management programs of the investment adviser and certain other service providers. Also, the Joint Audit Committee receives periodic reports from the valuation designee, chief risk officer and members of T. Rowe Price’s Risk and Operational Steering Committee on the significant risks inherent to the adviser’s business, including aggregate investment risks, reputational risk, business continuity risk, technology and cybersecurity risk, and operational risk. The actual day-to-day risk management functions with respect to the Funds are subsumed within the responsibilities of the investment adviser, its affiliates that serve as investment subadvisers to the Funds, and other service providers (depending on the nature of the risk) that carry out the Funds’ investment management and business affairs. Although the risk management policies of T. Rowe Price and its affiliates, and the Funds’ other service providers, are reasonably designed to be effective, those policies and their implementation vary among service providers over time, and there is no guarantee that they will always be effective.

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As of each Fund’s last fiscal year end, each director attended at least 75% of the aggregate meetings of the Board and any committees on which he or she served.

If a shareholder wishes to send a communication to any of the Boards, or to a particular director, the communication should be submitted in writing to Fran M. Pollack-Matz, Secretary of the T. Rowe Price Funds, 100 East Pratt Street, Baltimore, MD 21202, who will forward such communication to the directors.

Who are the directors and director nominees?

The Boards have proposed the persons listed below for election as director, each to hold office until the next annual meeting (if any), retirement, or resignation, or until his or her successor is duly elected and qualified. Each of the nominees has agreed to serve as a director if elected; however, should any nominee become unable or unwilling to accept nomination or election, the persons named in the proxy will exercise their voting power in favor of such other person or persons as the Boards may recommend.

Independent Directors and Nominees. Teresa Bryce Bazemore, Bruce W. Duncan, Robert J. Gerrard, Jr., Paul F. McBride, and Kellye L. Walker currently serve on the Board of each T. Rowe Price Fund and are not considered “interested persons” of the T. Rowe Price Funds, as defined in the 1940 Act. Such persons are commonly referred to as “independent directors.” Shareholders are being asked to consider electing Ms. Walker to continue serving on the Boards of all the T. Rowe Price Funds. Ms. Walker has served on the Boards since November 8, 2021, following her nomination to the Boards by the Joint Nominating and Governance Committee and her appointment by the Boards.

Shareholders are also being asked to consider electing Melody Bianchetto and Mark J. Parrell as independent directors. Ms. Bianchetto and Mr. Parrell do not currently serve as independent directors, although they have served on the Advisory Board since February 24, 2023 and January 1, 2023, respectively. Both Ms. Bianchetto and Mr. Parrell are not considered “interested persons” of the T. Rowe Price Funds, as defined in the 1940 Act. The Joint Nominating and Governance Committee of each Board has selected Ms. Bianchetto and Mr. Parrell to be nominated for election by shareholders and the Boards have nominated them for election. If Ms. Bianchetto and Mr. Parrell are elected by shareholders, they will no longer serve on the Advisory Board and the Advisory Board is expected to terminate.

Ms. Bazemore and Messrs. Duncan, Gerrard, and McBride were previously elected by the shareholders of all Funds and are therefore not standing for election at this time.

Interested Directors Eric Veiel and David Oestreicher currently serve as interested directors of all T. Rowe Price Funds. They are considered interested because they are employed by, and serve as officers of, T. Rowe Price and/or its affiliates. They are also shareholders of T. Rowe Price Group, Inc., the parent company of T. Rowe Price. Shareholders are being asked to elect Mr. Veiel to continue serving on the Boards of all T. Rowe Price Funds. Mr. Veiel was appointed to the Boards in February, 2022. Mr. Oestreicher was elected by shareholders of all Funds in 2018 and is therefore not standing for election at this time.

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The Boards have determined that each director, regardless of whether they are standing for election, should continue to serve on each Fund’s Board. In making this determination, the Boards considered the overall composition of the combined Board in conjunction with each individual director’s experience, qualifications, attributes, or skills. Attributes common to all directors include the ability to review critically, evaluate, question, and discuss information provided to them, to interact effectively with the Funds’ management and counsel and the various service providers to the Funds, and to exercise reasonable business judgment in the performance of their duties as a director. In addition, the actual service and commitment of the directors during their tenure on the Funds’ Boards were taken into consideration. A director’s ability to perform his or her duties effectively may have been attained through his or her educational background or professional training; business, consulting, public service, or academic positions; experience from service as a director of the T. Rowe Price Funds, public companies, non-profit entities, or other organizations; or other experiences. Each director brings a diverse perspective to the Boards.

Each director’s mailing address is 100 E. Pratt Street, Baltimore, MD 21202.

Set forth below is a brief discussion of the specific experience, qualifications, attributes, or skills of each director or director-nominee that led to the conclusion that he or she should serve (or continue to serve) as a director.

Teresa Bryce Bazemore (independent director; not standing for election) has more than 25 years of experience as a senior executive in the mortgage banking field, including building both mortgage insurance and services businesses. Ms. Bazemore currently serves as president and chief executive officer (“CEO”)of the Federal Home Loan Bank of San Francisco (March 2021 to present); a director of First Industrial Realty Trust, an owner and operator of industrial properties (May 2020 to present); a director of Public Media Company (2008 to present); and a trustee of the Southern California chapter of the International Women’s Forum (January 2021 to present). She previously served as chief executive officer of Bazemore Consulting LLC (2018 to 2021); a director of Chimera Investment Corporation, a publicly traded mortgage REIT (November 2017 to February 2021); a director of the University of Virginia Foundation (July 2014 to June 2022); a member of the University of Virginia’s Center for Politics Advisory Board (October 2019 to July 2022); a president of Radian Guaranty, a national private mortgage insurer (2008 to 2017); and a director of the Federal Home Loan Bank of Pittsburgh (August 2017 to February 2019). She has been an independent director of the Price Funds since January 2018 and became the chair of the Joint Audit Committee in August 2019. Ms. Bazemore has a J.D. from Columbia University and a B.A. from the University of Virginia (“UVA”).

Melody Bianchetto(independent director-nominee; standing for election) is an accomplished finance professional with over 30 years of experience. She served as vice president for finance at UVA from 2015 until her retirement in February 2023, with oversight of key financial activities, including tax, accounting, financial reporting, debt and cash management, procurement, payroll, financial planning, and enterprise risk management. Prior to that, she led UVA’s financial planning and analysis function from 1998 to 2015. Ms. Bianchetto earned a B.S. in commerce with a concentration in accounting from UVA and an M.B.A. from James Madison University. She is also a

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licensed Certified Public Accountant. Ms. Bianchetto has served as a member of the Board’s Advisory Committee since February 24, 2023.

Bruce W. Duncan(independent director; not standing for election) has substantial experience in the field of commercial real estate. Mr. Duncan served as president, CEO, and a director of CyrusOne, Inc., a real estate investment trust specializing in engineering, building, and managing data centers, from July 2020 to July 2021. He served as chair of the board of First Industrial Realty Trust from January 2016 until July 2020, president and CEO from January 2009 until September 2016, and CEO until December 2016. Mr. Duncan served as a senior advisor to KKR from November 2018 to December 2022. In May 2016, Mr. Duncan became a member of the board of Boston Properties, and he is currently a member of the nominating and governance committee and is a member of the audit committee of Boston Properties. From September 2016 until July 2020, Mr. Duncan served as a member of the board of Marriott International, Inc. He has been an independent director of the Price Funds since October 2013; in September 2014, he became a member of the Joint Audit Committee until August 2019 and served as chair of the Joint Audit Committee from July 2017 to August 2019. Mr. Duncan holds an M.B.A. in finance from the University of Chicago and a B.A. in economics from Kenyon College.

Robert J. Gerrard, Jr. (independent director; not standing for election) has served as chair of the Boards of all Price Funds since July 2018. He has been an independent director of certain Price Funds since 2012 (and all Price Funds since October 2013), served as the chair of the Joint Audit Committee from September 2014 to July 2017, and became a member of the Joint Audit Committee in August 2019. He has substantial legal and business experience in the industries relating to communications and interactive data services. He has served on the board and compensation committee for Syniverse Holdings and served as general counsel to Scripps Networks. Mr. Gerrard earned a J.D. from Harvard Law School and an A.B. from Harvard College.

Paul F. McBride (independent director; not standing for election) has served in various management and senior leadership roles with the Black & Decker Corporation and General Electric Company. He led businesses in the materials, industrial, and consumer durable segments, and has significant global experience. He serves on the advisory board of Vizzia Technologies as well as Gilman School and Bridges Baltimore. He has been an independent director of the Price Funds since October 2013; served as a member of the Joint Audit Committee from September 2014 to August 2019; and became a member of the Joint Audit Committee in February 2022. Mr. McBride received a B.A. in economics from Trinity College.

Mark J. Parrell (independent director-nominee; standing for election) has been CEO and a member of the Board of Trustees of Equity Residential (“EQR”) since January 2019 and president of EQR since September 2018. Mr. Parrell served as executive vice president and chief financial officer of EQR from October 2007 to September 2018. Mr. Parrell was senior vice president and treasurer of EQR from August 2005 to October 2007 and has held various positions within the EQR finance group since September 1999. He served as director of Brookdale Senior Living Inc., a leading operator of senior living communities throughout the United States, from April 2015 to July 2017, and served as a director of Aviv REIT, Inc., a real estate investment trust, from March 2013 until April 2015 when it merged with Omega

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Healthcare. Mr. Parrell serves on the Board of Directors of the Real Estate Roundtable and the 2022 Executive Board of the National Association of Real Estate Investment Trusts (“Nareit”). He is a member of the Nareit Dividends Through Diversity, Equity & Inclusion CEO Council and was chair of the Nareit 2021 Audit and Investment Committee. He is a member of the Advisory Board for the Ross Business School at University of Michigan, and is a member of the National Multifamily Housing Council and served as the chair of the Finance Committee in 2015 to 2016. Mr. Parrell also serves on the Board of Directors and is chair of the Finance Committee of the Greater Chicago Food Depository and is a member of the Economic Club of Chicago. Mr. Parrell received a B.B.A. from the University of Michigan and a J.D. from the Georgetown University Law Center. Mr. Parrell has served as a member of the Board’s Advisory Committee since January 1, 2023.

David Oestreicher (interested director; not standing for election) has served as an interested director of all Price Funds since July 2018. He is the general counsel for T. Rowe Price Group, Inc. and a member of the firm’s management committee. Mr. Oestreicher serves as a member of the Board of Governors for the Investment Company Institute (“ICI”), and previously served as the chair of the ICI’s international committee. He is on the Mutual Insurance Company Board of Governors, where he serves as a member of its executive committee and chair of its risk management committee. He also served on the board of the Investment Adviser Association and was a past chair of its legal and regulatory committee. Before joining T. Rowe Price in 1997, Mr. Oestreicher was special counsel in the Division of Market Regulation with the SEC. Mr. Oestreicher earned a B.S. in business administration from Bucknell University and a J.D. from Villanova University School of Law.

Eric L. Veiel (interested director; standing for election) has served as an interested director of all Price Funds since February 2022. He is the head of Global Equity and chief investment officer, chair of the Investment Management Steering Committee, and a member of the Management, Equity Steering, International Steering, Multi-Asset Steering, Product Steering, and Management Compensation and Development Committees. Mr. Veiel’s investment experience began in 1999. Prior to joining T. Rowe Price, he spent six years as a sell-side equity analyst, covering health insurers and pharmacy benefit managers at Wachovia Securities, Deutsche Bank Securities, and A.G. Edwards & Sons. He has been with T. Rowe Price since 2005, beginning in the Equity Division as an investment analyst covering life insurance companies, asset managers, money-centered banks, and investment banks. From 2010 to 2014, he was the portfolio manager of the Financial Services Equity Strategy and the financial services sector team leader. He served as a co-director of Equity Research for North America from 2014 to 2015 and co-portfolio manager of the US Equity Structured Research Strategy from 2015 to 2017. Most recently, from 2016 to 2021, he was co-head of Global Equity and head of U.S. Equity. Mr. Veiel earned a B.B.A., magna cum laude, in finance from James Madison University and an M.B.A., with concentrations in finance and accounting, from Washington University in St. Louis, John M. Olin School of Business, where he was a Charles F. Knight Scholar. He also has earned the Chartered Financial Analyst^® designation.

Kellye L. Walker (independent director; standing for election) is executive vice president, chief legal officer, and corporate secretary of Eastman Chemical Company.

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She is a seasoned senior executive with over 25 years of experience helping publicly traded companies increase value through forward thinking, strategic discipline, and a focus on continuous improvement. Her experience includes leading law departments, as well as other functions including compliance; government affairs; human resources; health, safety, environment and security; and information technology. Ms. Walker received a B.S. from Louisiana Tech University and a J.D. from Emory University School of Law. Ms. Walker has served as an independent director of the Price Funds since November 2021.

The following table entitled “Independent Directors/Nominees” provides biographical information for the independent directors, including those who have been nominated for election as an independent director, along with their principal occupation(s) during the past five years and any directorships of public companies and other investment companies. The table also shows their ownership in the Funds on which they currently serve or to which they are being nominated to serve as director, as well as their total ownership in all T. Rowe Price Funds. The table entitled “Interested Directors/Nominees” provides similar information, except the information pertains to the interested directors, including those who have been nominated for election as an interested director.

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(a)Holdings information for Mr. Parrell is as of February 28, 2023.

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The following table entitled “Term of T. Rowe Price Funds Directorship” shows the year from which each current director has served on each Fund’s Board (or that of the corporation of which the Fund is a part).

Term of T. Rowe Price Funds Directorship

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What are the directors paid for their services to the Funds?

Messrs. Oestreicher and Veiel are considered “interested persons” of the Funds because they are employed by, and serve as officers of, T. Rowe Price and/or its affiliates. The officers of the Funds and interested directors do not receive any compensation or benefits from the Funds for their service.

Each independent director and Advisory Board member is paid $375,000 annually for his or her service on the Boards or Advisory Board, as applicable. The chair of the Boards, an independent director, receives an additional $165,000 annually for serving in this capacity. An independent director serving on the Joint Audit Committee receives an additional $30,000 annually for his or her service and the chair of the Joint Audit Committee receives an additional $35,000 for his or her service. An independent director serving as a member of a Special Committee of the Independent Directors receives an additional $1,500 per meeting of the Special Committee (currently, no Special Committees have been assigned by the Boards). All of these fees are allocated to each Fund on a pro-rata basis based on each Fund’s net assets relative to the other Funds.

The following table entitled “Compensation” shows the accrued amounts paid by each Fund, and the total compensation that was paid from all Funds to all the independent directors for the 2022 calendar year. The fees are allocated to each Fund on a pro rata basis based on each Fund’s net assets relative to the other Funds. The independent directors of the Funds do not receive any pension or retirement benefits from the Funds or T. Rowe Price.

Compensation

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(a)Directors’ fees were paid by T. Rowe Price on behalf of the fund.

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FURTHER INFORMATION ABOUT VOTING AND THE SHAREHOLDER MEETING

Who is eligible to vote?

Shareholders of record of each Fund at the close of business on Thursday, April 27, 2023, (the “record date”) are entitled to one vote for each full share and a proportionate vote for each fractional share of the Fund they held on April 27, 2023.

The Notice of Joint Meeting of Shareholders, the proxy card, and this Proxy Statement were first mailed to shareholders of record on or about Wednesday, May 10, 2023.

Under Maryland law, shares owned by two or more persons (whether as joint tenants, co-fiduciaries, or otherwise) will be voted as follows, unless a written instrument or court order providing to the contrary has been filed with the Fund: (1) if only one votes, that vote will bind all; (2) if more than one votes, the vote of the majority will bind all; and (3) if more than one votes and the vote is evenly divided, the vote will be cast proportionately.

What is the required quorum?

To hold a shareholder meeting for a T. Rowe Price Fund, one-third of a Fund’s shares entitled to be voted must have been received by proxy or be present at the virtual meeting. In the event that a quorum is present but sufficient votes in favor of a proposal are not received by the Shareholder Meeting date, the persons named as proxies may propose one or more adjournments to permit further solicitation of proxies. Any such adjournment will require the affirmative vote of a majority of the shares present in person or by proxy at the Shareholder Meeting to be adjourned. Shares withheld will be voted against the proposed adjournment. The persons named as proxies will vote in favor of such adjournment if they determine that additional solicitation is reasonable and in the interests of a Fund’s shareholders.

What vote is required to elect the directors?

Four directors have been nominated for shareholder approval for each Board. The proposal requires the affirmative vote of a plurality of the shares present and entitled to vote at the meeting to elect the Board members of that Fund. All shareholders of each corporation, regardless of whether the corporation consists of one or multiple series and/or classes vote together. Thus, if a quorum is present at the Shareholder Meeting for each corporation, the proposal to elect the director nominees will be approved with respect to those director nominees who receive the largest number of votes, with no majority approval requirement.

How are the votes counted?

The individuals named as proxies (or their substitutes) on the enclosed proxy card (or cards, if you have multiple Funds or accounts) will vote according to your directions if your proxy is received properly executed, or in accordance with your instructions given when voting by telephone or online. You shouldmay direct the proxy holders to vote your shares with respect to each director-nominee by checking the appropriate box “FOR,” or instruct them not to vote those shares for each director-nominee by checking the “WITHHOLD” box. Alternatively, you may simply sign, date, and return your proxy

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card(s) with no specific instructions as to the proposals. If you properly execute your proxy card, or submit your vote via the telephone or online, and give no voting instructions with respect to the election of directors, your shares will be voted FOR ALL NOMINEES.

Abstentions and “broker nonvotes” (as described below) are counted for purposes of determining whether a quorum is present for purposes of convening the Shareholder Meeting. Broker nonvotes are shares held by a broker or nominee for which an executed proxy is received by the Fund but are not voted as to one or more proposals because instructions have not been received from the beneficial owners or persons entitled to vote, and the broker or nominee does not have discretionary voting power. Since the proposal must be approved by a plurality vote, abstentions and broker nonvotes will have no effect on the result of the vote.

For shares of a Fund held in an individual retirement account (“IRA”) or Coverdell education savings account (“ESA”) that is sponsored by T. Rowe Price Trust Company and for which T. Rowe Price Trust Company serves as custodian, T. Rowe Price Trust Company shall, without written direction from the investor, vote shares for which no voting instructions are timely received in the same proportion as shares for which voting instructions from other shareholders are timely received.

For shares of the Funds that are series of T. Rowe Price Equity Series, Inc., T. Rowe Price Fixed Income Series, Inc., and T. Rowe Price International Series, Inc. (collectively, the “Variable Insurance Portfolios”) held by insurance company separate accounts for which the insurance company has not received timely voting instructions, as well as shares the insurance company owns, those shares shall be voted in the same proportion as shares for which voting instructions from contract holders are timely received.

Shares of the T. Rowe Price Funds that are held by other T. Rowe Price Funds will be voted in the same proportion as shares for which voting instructions from other shareholders are timely received.

Can additional matters be acted upon at the Shareholder Meeting?

T. Rowe Price knows of no other business that may come before the Shareholder Meeting. However, if any additional matters are properly presented at the Shareholder Meeting, it is intended that the persons named in the enclosed proxy, materialor their substitutes, will vote on such matters in accordance with their judgment.

Are the T. Rowe Price Funds required to hold annual meetings?

Under Maryland law, each T. Rowe Price Fund is not required to hold an annual meeting of shareholders. The Boards have determined that the Funds will take advantage of this Maryland law provision to avoid the significant expenses associated with holding an annual meeting of shareholders, including legal, accounting, printing, and mailing fees incurred in preparing proxy materials. Accordingly, no annual meeting of shareholders shall be held in any year in which a meeting is not otherwise required to be held under the 1940 Act or Maryland law, unless the Boards determine otherwise. However, special meetings of shareholders will be held in accordance with applicable law or when otherwise determined by the Boards.

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If a shareholder wishes to present a proposal to be included in a proxy statement for a subsequent shareholder meeting, the proposal must be submitted in writing and received by Fran M. Pollack-Matz, Secretary of the T. Rowe Price Funds, 100 East Pratt Street, Baltimore, Maryland 21202, within a reasonable time before a Fund begins to print and mail its proxy materials for the meeting. The timely submission of a proposal does not guarantee its consideration at the meeting.

How are proxies delivered and votes recorded?

This Proxy Statement (or a notice indicating that the Proxy Statement is available) includes instructions on how to vote your shares online, by telephone, by mailing the proxy card, or electronically orat the virtual Shareholder Meeting. T. Rowe Price has retained AST to tabulate the votes. The telephone and online voting procedures are reasonably designed to authenticate shareholders’ identities, to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that their instructions have been properly recorded. AST is also responsible for assisting T. Rowe Price in determining whether quorum is achieved for a particular Fund and whether sufficient votes are received to approve a proposal.

Some shareholders will not automatically receive a copy of these proxy materials in the mail concerningbut will instead receive a notice that informs them of how to access all the special meeting ofproxy materials on a publicly available website (commonly referred to as “notice and access”). Shareholders to be held on May 26, 2021, regarding the fund’s diversification status.

Your vote is very important. Please complete and mail your proxy card in the postage-paid envelope provided. To vote over the Internet pleasewho receive such a notice can follow the instructions providedon the notice to access the proxy materials and vote their shares. They may also request a paper or email copy of the proxy materials at no charge.

The SEC has adopted rules that permit investment companies such as the T. Rowe Price Funds and intermediaries to satisfy the delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” could be convenient for certain shareholders and may result in cost savings for the Funds and their shareholders. Unless a Fund has received contrary instructions, only one copy of these proxy materials will be mailed to two or more shareholders who share an address. If you invest directly in the proxy materials. If you have any questions,T. Rowe Price Funds and need additional copies, do not want your mailings to be “householded,” or would like to vote over the telephone,request a single copy if multiple copies are being received, please call 1-800-225-5132 or need new proxy materials, call toll-freewrite us at 866-329-8430 and a proxy voting specialist will assist you. Specialists are available Monday through Friday, 9AM to 10PM eastern time. Voting takes just a few moments and will benefit all Shareholders. Thank you for your prompt attention to this matter.

INBOUND - CLOSED RECORDING:

Thank you for calling the Broadridge Proxy Services Center. Our offices are now closed. Please call us back during our normal business hours which are Monday through Friday, 9AM to 10PM eastern time. Thank you.

INBOUND - CALL IN QUEUE MESSAGE:

Thank you for calling the Broadridge Proxy Services Center. Our proxy specialists are currently assisting other shareholders. Your call is important to us. Please continue to hold and your call will be answered in the order in which it was received.

END OF CAMPAIGN MESSAGE:

Thank you for calling the Broadridge Proxy Services Center. The Shareholder meeting has been held and as a result, this toll free number is no longer in service for proxy related calls.P.O. Box 17630, Baltimore, Maryland 21297-1630. If you have questions aboutown your investment,Funds through an intermediary, please contact your Financial Advisorintermediary.

How can proxies be solicited?

Directors and officers of a Fund, or employees of T. Rowe Price (and its affiliates) may solicit proxies by mail, in person, electronically (assuming that applicable requirements are met) or by telephone. If votes are solicited by telephone, shareholders will be called at the fund company directly. Thank youtelephone number T. Rowe Price (or the applicable intermediary) has in its records for their accounts, and would be asked for certain identifying information, such as their address. The shareholders will then be given an opportunity to authorize proxies to vote their shares at the Shareholder Meeting in accordance with their instructions. To ensure that shareholders’ instructions have a nice day.been recorded correctly,

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