T. Rowe Price Mid-Cap Value Fund (RRMVX) N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-07605

T. Rowe Price Mid-Cap Value Fund, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, MD 21202

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

Registrant’s telephone number, including area code:  (410) 345-2000

Date of fiscal year end: December 31

Date of reporting period: December 31, 2022

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Highlights

and

Market

Commentary

Management’s

Discussion

of

Fund

Performance

Performance

and

Expenses

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

December

31,

2022

Annual

Report

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

TRMCX

Mid-Cap

Value

Fund

–

.

TAMVX

Mid-Cap

Value

Fund–

.

Advisor  Class

RRMVX

Mid-Cap

Value

Fund–

.

R  Class

TRMIX

Mid-Cap

Value

Fund–

.

I  Class

TRTZX

Mid-Cap

Value

Fund–

.

Z Class

T.

ROWE

PRICE

Mid-Cap

Value

Fund

HIGHLIGHTS

U.S.

mid-cap

stocks

held

up

better

than

the

broader

stock

market,

which

pulled

back

amid

market

turmoil

caused

by

rising

interest

rates,

elevated

inflation,

and

concerns

about

slowing

economic

growth.

The

Mid-Cap

Value

Fund

outperformed

the

Russell

Midcap

Value

Index

and

its

peer

group,

the

Lipper

Mid-Cap

Value

Funds

Index,

for

the

12

months

ended

December

31,

2022.

Depressed

valuations

across

all

sectors

allowed

us

to

rotate

into

names

that

we

believe

can

serve

the

portfolio

well

in

any

market

environment.

Our

overweight

position

in

energy,

along

with

stock

selection

and

our

underweight

position

in

consumer

discretionary,

benefited

relative

performance

in

the

period.

On

June

1,

Vincent

DeAugustino

took

over

sole

control

of

the

portfolio

as

portfolio

manager

after

David

Wallack’s

retirement.

Our

focus

remains

on

identifying

and

holding

durable

and

out-of-favor

companies

that

may

not

be

operating

to

their

full

potential.

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

Certain

mutual

fund

accounts

that

are

assessed

an

annual

account

service

fee

can

also

save

money

by

switching

to

e-delivery.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

Market

Commentary

1

Dear

Shareholder

Nearly

all

major

global

stock

and

bond

indexes

fell

sharply

in

2022,

as

investors

contended

with

persistently

high

inflation,

tightening

financial

conditions,

and

slowing

economic

and

corporate

earnings

growth.

Double-digit

losses

were

common

in

equity

markets

around

the

world,

and

bond

investors

also

faced

a

historically

tough

environment

amid

a

sharp

rise

in

interest

rates.

Value

shares

declined

but

outperformed

growth

stocks

by

a

considerable

margin

as

equity

investors

turned

risk

averse

and

as

rising

rates

put

downward

pressure

on

growth

stock

valuations.

Emerging

markets

stocks

generally

underperformed

shares

in

developed

markets.

Meanwhile,

the

U.S.

dollar

strengthened

versus

most

currencies

during

the

period,

which

weighed

on

returns

for

U.S.

investors

in

international

securities.

Within

the

S&P

500

Index,

energy

was

a

rare

bright

spot,

gaining

more

than

60%

as

oil

prices

jumped

in

response

to

Russia’s

invasion

of

Ukraine

and

concerns

over

commodity

supply

shortages.

Defensive

shares,

such

as

utilities,

consumer

staples,

and

health

care,

held

up

relatively

well

and

finished

the

year

with

roughly

flat

returns.

Conversely,

communication

services,

consumer

discretionary,

and

information

technology

shares

suffered

the

largest

declines.

Elevated

inflation

remained

a

leading

concern

for

investors

throughout

the

period,

although

there

were

signs

that

price

increases

were

moderating

by

year-

end.

November’s

consumer

price

index

data

showed

headline

inflation

rising

7.1%

on

a

12-month

basis,

the

lowest

level

since

December

2021

but

still

well

above

the

Federal

Reserve’s

2%

long-term

target.

In

response

to

the

high

inflation

readings,

global

central

banks

tightened

monetary

policy,

and

investors

focused

on

communications

from

central

bank

officials

on

how

high

rates

would

have

to

go.

The

Fed,

which

at

the

end

of

2021

had

forecast

that

it

would

only

need

to

raise

interest

rates

0.75

percentage

point

in

all

of

2022,

raised

its

short-term

lending

benchmark

from

near

zero

in

March

to

a

target

range

of

4.25%

to

4.50%

by

December

and

indicated

that

additional

hikes

are

likely.

Bond

yields

increased

considerably

across

the

U.S.

Treasury

yield

curve

as

the

Fed

tightened

monetary

policy,

with

the

yield

on

the

benchmark

10-year

U.S.

Treasury

note

climbing

from

1.52%

at

the

start

of

the

period

to

3.88%

at

the

end

of

the

year.

Significant

inversions

in

the

yield

curve,

which

are

often

considered

a

warning

sign

of

a

coming

recession,

occurred

during

the

period

as

shorter-maturity

Treasuries

experienced

the

largest

yield

increases.

The

T.

ROWE

PRICE

Mid-Cap

Value

Fund

2

sharp

increase

in

yields

led

to

historically

weak

results

across

the

fixed

income

market,

with

the

Bloomberg

U.S.

Aggregate

Bond

Index

delivering

its

worst

year

on

record.

(Bond

prices

and

yields

move

in

opposite

directions.)

As

the

period

came

to

an

end,

the

economic

backdrop

appeared

mixed.

Although

manufacturing

gauges

have

drifted

toward

contraction

levels,

the

U.S.

jobs

market

remained

resilient,

and

corporate

and

household

balance

sheets

appeared

strong.

Meanwhile,

the

housing

market

has

weakened

amid

rising

mortgage

rates.

The

past

year

has

been

a

trying

time

for

investors

as

few

sectors

remained

untouched

by

the

broad

headwinds

that

markets

faced,

and

volatility

may

continue

in

the

near

term

as

central

banks

tighten

policy

amid

slowing

economic

growth.

However,

in

our

view,

there

continue

to

be

opportunities

for

selective

investors

focused

on

fundamentals.

Valuations

in

most

global

equity

markets

have

improved

markedly,

although

U.S.

equities

still

appear

relatively

expensive

by

historical

standards,

while

bond

yields

have

reached

some

of

the

most

attractive

levels

since

the

2008

global

financial

crisis.

We

believe

this

environment

makes

skilled

active

management

a

critical

tool

for

identifying

risks

and

opportunities,

and

our

investment

teams

will

continue

to

use

fundamental

research

to

identify

securities

that

can

add

value

to

your

portfolio

over

the

long

term.

Thank

you

for

your

continued

confidence

in

T.

Rowe

Price.

Sincerely, 

Robert

Sharps

CEO

and

President

T.

ROWE

PRICE

Mid-Cap

Value

Fund

Management’s

Discussion

of

Fund

Performance

3

INVESTMENT

OBJECTIVE 

The

fund

seeks

to

provide

long-term

capital

appreciation

by

investing

primarily

in

mid-sized

companies

that

appear

to

be

undervalued.

FUND

COMMENTARY

How

did

the

fund

perform

in

the

past 12

months?

The

Mid-Cap

Value

Fund

returned

-4.24%

in

the

12

months

ended

December

31,

2022.

The

fund

outperformed

the

Russell

Midcap

Value

Index

and

the

return

of

its

peer

group,

the

Lipper

Mid-Cap

Value

Funds

Index.

(Returns

for

the

Advisor,

R,

I,

and

Z

Class

shares

will

vary

due

to

their

different

fee

structures.

Past

performance

cannot

guarantee

future

results

.)

What

factors

influenced

the

fund’s

performance?

Our

deeply

rooted,

idiosyncratic,

and

often

contrarian

process

led

to

a

number

of

bottom-up

decisions

that

drove

the

fund’s

outperformance

across

both

stock

selection

and

sector

allocation

during

the

period.

Many

energy

stocks

had

been

out

of

favor

as

we

built

an

overweight

allocation

to

the

sector,

particularly

within

oil

field

services

as

the

sector

has

struggled

through

years

of

underinvestment.

Investment

and

activity

levels

are

now

rebounding

significantly,

buoying

the

shares

of

holdings

such

as

TechnipFMC,

the

only

company

that

offers

a

fully

integrated

subsea

production

solution.

Shares

of

Tidewater

have

also

benefited

from

improving

offshore

service

vessel

day

rates.

(Please

refer

to

the

portfolio

of

investments

for

a

complete

list

of

holdings

and

the

amount

each

represents

in

the

portfolio.)

PERFORMANCE

COMPARISON

Total

Return

Periods

Ended

12/31/22

6

Months

12

Months

Mid-Cap

Value

Fund

–

.

6.46‌%

-4.24‌%

Mid-Cap

Value

Fund–

.

Advisor  Class

6.34‌

-4.46‌

Mid-Cap

Value

Fund–

.

R  Class

6.21‌

-4.70‌

Mid-Cap

Value

Fund–

.

I  Class

6.53‌

-4.08‌

Mid-Cap

Value

Fund–

.

Z  Class

6.93‌

-3.44‌

Russell

Midcap

Value

Index

5.01‌

-12.03‌

Lipper

Mid-Cap

Value

Funds

Index

6.90‌

-7.59‌

T.

ROWE

PRICE

Mid-Cap

Value

Fund

4

Stock

selection

in

consumer

discretionary

contributed

to

relative

performance,

as

did

our

initial

underweight

in

the

sector

that

we

narrowed

opportunistically

throughout

the

year

when

certain

consumer

discretionary

stocks

became

oversold.

Throughout

the

year

we

added

to

positions

in

retailers

Ralph

Lauren

and

Burlington

Stores

as

recession

fears

mounted,

which

positively

contributed

to

performance.

In

a

more

idiosyncratic

example,

shares

of

Strategic

Education,

a

for-profit

education

company

whose

top

assets

include

Strayer

and

Capella,

are

benefiting

as

student

enrollments

normalize

from

the

pandemic

and

tight

labor

markets.

Real

estate

stocks

lagged

the

market

overall

during

the

period,

and

our

underweight

position

and

stock

choices

boosted

relative

performance.

Our

underweight

stemmed

from

what

seemed

like

a

disconnect

in

cap

rates

and

the

trajectory

of

interest

rates,

though

we

aim

to

stay

out

of

the

macro

fray.

Apartment

Investment

and

Management,

a

multifamily

apartment

developer,

had

taken

several

steps

to

unlock

value

and

improve

corporate

governance

that

supported

its

shares.

Timber

real

estate

investment

trust

holdings

Rayonier

and

Weyerhaeuser

were

more

resilient

real

estate

holdings,

given

net

asset

values

and

structural

supply

and

demand

support

and

a

backdrop

of

carbon

credit

optionality.

Other

absolute

contributors

are

deeply

idiosyncratic

turnaround

situations

like

PG&E,

one

of

California’s

largest

public

utilities,

which

is

rebuilding

credibility

and

its

wildfire

safety

protections.

Newer

management

has

made

significant

progress

in

de-risking

its

transmission

network,

while

several

regulatory

developments

have

been

favorable.

Cardinal

Health,

one

of

the

largest

health

care

distributors,

is

a

long-term

holding

where

external

pressures

have

resulted

in

heightened

management

urgency

and

execution,

which

is

improving

its

earnings

potential

and

valuation.

While

contributors

to

performance

were

largely

idiosyncratic,

this

pattern

equally

continues

among

detractors.

Koninklijke

Philips,

one

of

the

two

largest

sleep

apnea

machine

manufacturers,

has

been

plagued

by

recall

issues

and

the

threat

of

class

action

lawsuit

liabilities.

Shares

fell

as

the

scope

of

recall

issues

broadened

and

as

broader

hospital

capex

spending

concerns

emerged

in

its

other

businesses.

Another

health

care

company,

Dentsply

Sirona,

a

leading

dental

manufacturer,

was

found

to

have

made

accounting

errors

in

the

preparation

of

its

financial

statements,

which

led

it

to

restate

its

financials

ahead

of

delisting

risk.

Its

recently

appointed

management

team

is

now

moving

forward

with

heightened

accountability

and

reset

strategy.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

5

Additionally,

the

timing

of

building

our

Western

Digital

position

proved

detrimental.

We

have

found

the

sum-of-the-parts

valuation

attractive,

which

was

ultimately

supported

by

external

pressure

and

Western

Digital’s

decision

to

undertake

a

strategic

review.

In

the

meantime,

flash

memory

pricing

and

demand

have

weakened,

leading

to

depressed

earnings

as

downstream

inventory

excesses

are

absorbed.

Consistent

with

our

long-standing

contrarian

practice,

we

have

steadily

built

a

larger

position

on

incremental

bad

news

with

a

focus

on

the

self-help

levers

available

to

the

company

as

it

navigates

what

we

think

will

be

an

inevitable

flash

market

recovery.

How

is

the

fund

positioned?

Volatility

across

most

sectors

allowed

us

to

find

opportunities

to

rotate

into

names

that

we

believe

can

serve

the

portfolio

well

in

varying

market

environments.

Our

sector

positioning

is

the

result

of

bottom-up

stock

picking

rather

than

macro-

or

sector-level

calls.

Throughout

2022,

we

consolidated

our

holdings,

focusing

on

higher-conviction

names

that

we

felt

were

undervalued

by

the

market

or

may

not

be

operating

to

their

full

potential.

We

substantially

increased

our

allocation

in

the

industrials

and

business

services

sector,

particularly

in

the

machinery

industry.

We

bought

toolmaker

Stanley

Black

&

Decker

at

an

attractive

valuation,

as

the

stock

has

been

pressured

by

weakness

in

the

housing

market

and

the

overall

stimulus

roll-off

leading

to

inventory

issues,

as

well

as

fears

about

rising

inflation

and

supply

chain

volatility.

We

continue

to

believe

that

the

company

possesses

excellent

brands,

its

inventory

optimization

plan

is

on

track,

and

the

work

to

nearshore

their

supply

chain

should

allow

Stanley

to

improve

responsiveness

and

become

more

nimble.

We

also

added

a

position

in

Middleby,

a

leading

provider

of

food

processing

equipment

to

the

commercial

food

service

and

food

processing

industries,

which

are

on

the

upswing.

Middleby

is

well

positioned

to

benefit

from

the

rising

rate

of

customer

adoption

of

labor-saving

automation

and

energy-efficient

equipment.

In

addition,

we

have

confidence

in

management’s

ability

to

add

value

through

acquisitions.

Consumer

discretionary

was

another

area

of

investment

focus

where

we

found

attractively

valued

opportunities

in

durable

franchises

with

strong

brands

and

market

positions.

Bright

Horizons

Family

Solutions

is

a

child-care

services

company

operating

in

the

U.S.

and

select

international

markets.

As

the

pandemic

overhang

wanes,

we

see

signs

of

the

work

site

business

recovering.

Child-care,

especially

urban-based

care

for

dual-income

families,

remains

significantly

undersupplied,

and

Bright

Horizons

is

positioned

well

now

that

it

has

adjusted

wages

and

ramped

up

staffing.

We

also

think

that

the

company’s

highly

profitable

backup

child-care

offering

has

the

potential

to

become

a

significant

business

driver.

We

started

a

position

in

General

Motors

(GM),

a

T.

ROWE

PRICE

Mid-Cap

Value

Fund

6

global

automotive

manufacturer

with

a

primarily

U.S.

business.

The

share

price

was

attractive,

as

the

company

dealt

with

cyclicality

concerns

around

demand

and

supply

chain

issues,

and

we

like

the

potential

value

built

into

the

company

with

its

electric

vehicle

initiatives.

Perhaps

most

important

is

that

we

see

significant

value

in

GM’s

80%

stake

in

autonomous

vehicle

company

Cruise,

which

we

believe

is

ignored

in

GM’s

stock

price.

We

initiated

a

position

in

off-price

retailer

Burlington

Stores

as

it

struggled

with

a

combination

of

other

retailers’

aggressive

inventory

liquidation

efforts

and

its

own

merchandising

shortfalls.

We

think

that

the

company

represents

a

compelling

opportunity

as

it

is

in

the

early

stages

of

refining

its

business

model,

which

should

allow

the

company

to

improve

operational

efficiencies

and

deliver

consistent

growth.

Buying

activity

in

information

technology

increased

our

exposure,

but

the

sector

remains

underweight,

as

it

tends

to

have

more

of

a

growth

focus

and

is

dominated

by

companies

whose

valuations

exceed

our

targets.

However,

we

are

finding

idiosyncratic

ideas

within

the

hardware

tech

space

that

meet

our

investment

criteria.

The

semiconductor

sector

is

currently

navigating

deep

stress

as

many

end

markets

flip

from

undersupply

to

oversupply

on

the

heels

of

customers

canceling

COVID-

era

double

orders.

We

have

been

using

this

stress

opportunistically

to

build

positions

in

companies

that

we

believe

will

come

out

of

the

downcycle

stronger,

like

Marvell

Technology,

which

is

already

seeing

long-term

design

wins.

We

are

also

adding

to

other

semi-cap

equipment

providers

that

we

think

will

benefit

both

from

a

cyclical

recovery

in

capex

as

well

as

from

the

regionalization

of

semiconductor

production

at

a

time

when

manufacturing

complexity

is

rising.

SECTOR

DIVERSIFICATION

Percent

of

Net

Assets

6/30/22

12/31/22

Financials

19.5‌%

15.7‌%

Industrials

and

Business

Services

7.7‌ 

13.8‌ 

Health

Care

14.1‌ 

10.8‌ 

Energy

8.3‌ 

8.9‌ 

Consumer

Discretionary

4.3‌ 

8.7‌ 

Consumer

Staples

8.6‌ 

7.9‌ 

Materials

9.6‌ 

7.6‌ 

Information

Technology

3.4‌ 

6.3‌ 

Real

Estate

7.0‌ 

6.2‌ 

Communication

Services

5.4‌ 

5.0‌ 

Utilities

5.6‌ 

4.9‌ 

Other

and

Reserves

6.5‌ 

4.2‌ 

Total

100.0‌%

100.0‌%

Historical

weightings

reflect

current

industry/sector

classifications.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

7

To

help

fund

these

new

and

increased

positions,

we

reduced

our

exposure

to

several

sectors,

including

financials,

utilities,

energy,

and

health

care.

Many

of

our

sales

were

among

strong

contributors

discussed

previously,

such

as

Cardinal

Health

and

PG&E.

We

also

managed

our

overweight

to

the

energy

sector

on

strength

with

sales

of

Imperial

Oil,

Canadian

Natural

Resources,

National

Fuel

Gas

Company,

and

EQT

Corp.

Elsewhere,

we

are

continually

testing

our

thesis

conviction

and

changing

course

when

needed,

especially

when

companies

have

successfully

exited

our

mid-cap

focus,

like

Marsh

&

McLennan,

one

of

the

largest

global

insurance

brokers.

What

is

portfolio

management’s

outlook?

Looking

ahead

to

the

coming

quarters,

we

believe

market

uncertainty

will

persist

as

investors

need

to

balance

many

competing

themes

across

normalizing

supply

chain

constraints

at

a

point

in

time

where

end

market

demand

may

be

faltering.

Our

contrarian

senses

lead

us

to

observe

that

this,

however,

is

an

increasingly

consensus

view.

While

the

portfolio

retains

a

defensive

bias,

during

bouts

of

market

stress,

we

have

been

keen

to

act

opportunistically

to

build

positions

in

stocks

that

we

believe

are

oversold.

We

cannot

be

certain

of

the

timing

of

a

recovery,

but

we

are

open-minded,

are

patient,

and

hold

the

view

that

uncertainty

and

market

stress

often

present

opportunities

to

build

cheap

recovery

optionality.

As

always,

we

remain

steadfast

in

our

approach

to

discover

mispriced

companies

that

we

believe

offer

attractive

risk/

reward

opportunities.

The

views

expressed

reflect

the

opinions

of

T.

Rowe

Price

as

of

the

date

of

this

report

and

are

subject

to

change

based

on

changes

in

market,

economic,

or

other

conditions.

These

views

are

not

intended

to

be

a

forecast

of

future

events

and

are

no

guarantee

of

future

results.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

8

RISK

OF

INVESTING

IN

THE

FUND

PRINCIPAL

RISKS

As

with

any

fund,

there

is

no

guarantee

that

the

fund

will

achieve

its

objective(s).

The

fund’s

share

price

fluctuates,

which

means

you

could

lose

money

by

investing

in

the

fund.

The

principal

risks

of

investing

in

this

fund,

which

may

be

even

greater

during

periods

of

market

disruption

or

volatility,

are

summarized

as

follows:

Mid-cap

stocks.

Investments

in

securities

issued

by

mid-cap

companies

are

likely

to

be

more

volatile

than

investments

in

securities

issued

by

larger

companies.

Medium-sized

companies

may

have

less

seasoned

management,

narrower

product

lines,

and

less

capital

reserves

and

liquidity

than

larger

companies,

and

they

are

therefore

more

sensitive

to

economic,

market,

and

industry

changes.

Value

investing.

The

fund’s

value

approach

to

investing

could

cause

it

to

underperform

other

stock

funds

that

employ

a

different

investment

style.

The

intrinsic

value

of

a

stock

with

value

characteristics

may

not

be

fully

recognized

by

the

market

for

a

long

time,

or

a

stock

judged

to

be

undervalued

may

be

appropriately

priced

at

a

low

level.

Value

stocks

may

fail

to

appreciate

for

long

periods

and

may

never

reach

what

the

adviser

believes

are

their

full

market

values.

Market

conditions.

The

value

of

the

fund’s

investments

may

decrease,

sometimes

rapidly

or

unexpectedly,

due

to

factors

affecting

an

issuer

held

by

the

fund,

particular

industries,

or

the

overall

securities

markets.

A

variety

of

factors

can

increase

the

volatility

of

the

fund’s

holdings

and

markets

generally,

including

political

or

regulatory

developments,

recessions,

inflation,

rapid

interest

rate

changes,

war

or

acts

of

terrorism,

natural

disasters,

and

outbreaks

of

infectious

illnesses

or

other

widespread

public

health

issues,

such

as

the

coronavirus

pandemic

and

related

governmental

and

public

responses.

Certain

events

may

cause

instability

across

global

markets,

including

reduced

liquidity

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others.

Government

intervention

in

markets

may

impact

interest

rates,

market

volatility,

and

security

pricing.

These

adverse

developments

may

cause

broad

declines

in

market

value

due

to

short-term

market

movements

or

for

significantly

longer

periods

during

more

prolonged

market

downturns.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

9

BENCHMARK

INFORMATION

Note:

Portions

of

the

mutual

fund

information

contained

in

this

report

was

supplied

by

Lipper,

a

Refinitiv

Company,

subject

to

the

following:

Copyright

2023

©

Refinitiv.

All

rights

reserved.

Any

copying,

republication

or

redistribution

of

Lipper

content

is

expressly

prohibited

without

the

prior

written

consent

of

Lipper.

Lipper

shall

not

be

liable

for

any

errors

or

delays

in

the

content,

or

for

any

actions

taken

in

reliance

thereon.

Note:

London

Stock

Exchange

Group

plc

and

its

group

undertakings

(collectively,

the

“LSE

Group”).

©

LSE

Group

2023.

FTSE

Russell

is

a

trading

name

of

certain

of

the

LSE

Group

companies.  “Russell

®

” is/are

a

trademark(s)

of

the

relevant

LSE

Group

companies

and

is/are

used

by

any

other

LSE

Group

company

under

license.

All

rights

in

the

FTSE

Russell

indexes

or

data

vest

in

the

relevant

LSE

Group

company

which

owns

the

index

or

the

data.

Neither

LSE

Group

nor

its

licensors

accept

any

liability

for

any

errors

or

omissions

in

the

indexes

or

data

and

no

party

may

rely

on

any

indexes

or

data

contained

in

this

communication.

No

further

distribution

of

data

from

the

LSE

Group

is

permitted

without

the

relevant

LSE

Group

company’s

express

written

consent.

The

LSE

Group

does

not

promote,

sponsor

or

endorse

the

content

of

this

communication.

The

LSE

Group

is

not

responsible

for

the

formatting

or

configuration

of

this

material

or

for

any

inaccuracy

in

T.

Rowe

Price’s

presentation

thereof.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

10

PORTFOLIO

HIGHLIGHTS

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

12/31/22

TechnipFMC

2.4‌%

Select

Medical

Holdings

2.4‌ 

News

2.3‌ 

PG&E

2.2‌ 

FirstEnergy

2.1‌ 

Flowers

Foods

2.1‌

Textron

2.0‌

Fifth

Third

Bancorp

2.0‌

Western

Digital

1.8‌

RenaissanceRe

Holdings

1.8‌

Zimmer

Biomet

Holdings

1.7‌

Ralph

Lauren

1.7‌

Stanley

Black

&

Decker

1.6‌

State

Street

1.6‌

Sysco

1.5‌

Tidewater

1.4‌

Webster

Financial

1.2‌

Summit

Materials

1.2‌

JB

Hunt

Transport

Services

1.2‌

PACCAR

1.2‌

Kemper

1.1‌

Burlington

Stores

1.0‌

Cameco

1.0‌

Expro

Group

Holdings

1.0‌

Charles

River

Laboratories

International

1.0‌

Total

40.5‌%

Note:

The

information

shown

does

not

reflect

any

exchange-traded

funds

(ETFs),

cash

reserves,

or

collateral

for

securities

lending

that

may

be

held

in

the

portfolio.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

11

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund returns

as

well

as

mutual fund

averages

and

indexes.

MID-CAP

VALUE

FUND 

Note:

Performance

for

the Advisor,

R,

I,

and

Z Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

T.

ROWE

PRICE

Mid-Cap

Value

Fund

12

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

12/31/22

1

Year

5

Years

10

Years

Since

Inception

Inception

Date

Mid-Cap

Value

Fund

–

.

-4.24‌%

6.98‌%

10.58‌%

–‌

–

Mid-Cap

Value

Fund–

.

Advisor  Class

-4.46‌

6.69‌

10.29‌

–‌

–

Mid-Cap

Value

Fund–

.

R  Class

-4.70‌

6.43‌

10.02‌

–‌

–

Mid-Cap

Value

Fund–

.

I  Class

-4.08‌

7.12‌

–‌

9.54‌%

8/28/15

Mid-Cap

Value

Fund–

.

Z  Class

-3.44‌

–‌

–‌

27.87‌

3/16/20

The

fund’s

performance

information

represents

only

past

performance

and

is

not

necessarily

an

indication

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

cited.

Share

price,

principal

value,

and

return

will

vary,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

For

the

most

recent

month-end

performance,

please

visit

our

website

(troweprice.com)

or

contact

a

T.

Rowe

Price

representative

at

1

-

800

-

225

-

5132

or,

for

0.02

Advisor,

0.03

R,

0.04

I,

and

0.05

Z

Class

shares,

1-800-638-8790.

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

had

been

earned

at

a

constant

rate.

Average

annual

total

return

figures

include

changes

in

principal

value,

reinvested

dividends,

and

capital

gain

distributions.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

When

assessing

performance,

investors

should

consider

both

short-

and

long-term

returns.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

13

EXPENSE

RATIO

FUND

EXPENSE

EXAMPLE

As

a

mutual

fund

shareholder,

you

may

incur

two

types

of

costs:

(1)

transaction

costs,

such

as

redemption

fees

or

sales

loads,

and

(2)

ongoing

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

fund

expenses.

The

following

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

most

recent

six-month

period

and

held

for

the

entire

period.

Please

note

that

the

fund

has

five

share

classes:

The

original

share

class

(Investor

Class)

charges

no

distribution

and

service

(12b-1)

fee,

Advisor

Class

shares

are

offered

only

through

unaffiliated

brokers

and

other

financial

intermediaries

and

charge

a

0.25%

12b-1

fee,

R

Class

shares

are

available

to

retirement

plans

serviced

by

intermediaries

and

charge

a

0.50%

12b-1

fee,

I

Class

shares

are

available

to

institutionally

oriented

clients

and

impose

no

12b-1

or

administrative

fee

payment,

and

Z

Class

shares

are

offered

only

to

funds

advised

by

T.

Rowe

Price

and

other

advisory

clients

of

T.

Rowe

Price

or

its

affiliates

that

are

subject

to

a

contractual

fee

for

investment

management

services

and

impose

no

12b-1

fee

or

administrative

fee

payment.

Each

share

class

is

presented

separately

in

the

table.

Actual

Expenses

The

first

line

of

the

following

table

(Actual)

provides

information

about

actual

account

values

and

expenses

based

on

the

fund’s

actual

returns.

You

may

use

the

information

on

this

line,

together

with

your

account

balance,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

on

the

first

line

under

the

heading

"Expenses

Paid

During

Period"

to

estimate

the

expenses

you

paid

on

your

account

during

this

period. 

Mid-Cap

Value

Fund

0.77‌%

Mid-Cap

Value

Fund–Advisor

Class

1.05‌ 

Mid-Cap

Value

Fund–R

Class

1.29‌ 

Mid-Cap

Value

Fund–I

Class

0.65‌ 

Mid-Cap

Value

Fund–Z

Class

0.64‌ 

The

expense

ratio

shown

is

as

of

the

fund’s

most

recent

prospectus.

This

number

may

vary

from

the

expense

ratio

shown

elsewhere

in

this

report

because

it

is

based

on

a

different

time

period

and,

if

applicable,

includes

acquired

fund

fees

and

expenses

but

does

not

include

fee

or

expense

waivers.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

14

Hypothetical

Example

for

Comparison

Purposes

The

information

on

the

second

line

of

the

table

(Hypothetical)

is

based

on

hypothetical

account

values

and

expenses

derived

from

the

fund’s

actual

expense

ratio

and

an

assumed

5%

per

year

rate

of

return

before

expenses

(not

the

fund’s

actual

return).

You

may

compare

the

ongoing

costs

of

investing

in

the

fund

with

other

funds

by

contrasting

this

5%

hypothetical

example

and

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

Note:

T.

Rowe

Price

charges

an

annual

account

service

fee

of

$20,

generally

for

accounts

with

less

than

$10,000.

The

fee

is

waived

for

any

investor

whose

T.

Rowe

Price

mutual

fund

accounts

total

$50,000

or

more;

accounts

electing

to

receive

electronic

delivery

of

account

statements,

transaction

confirmations,

prospectuses,

and

shareholder

reports;

or

accounts

of

an

investor

who

is

a

T.

Rowe

Price

Personal

Services

or

Enhanced

Personal

Services

client

(enrollment

in

these

programs

generally

requires

T.

Rowe

Price

assets

of

at

least

$250,000).

This

fee

is

not

included

in

the

accompanying

table.

If

you

are

subject

to

the

fee,

keep

it

in

mind

when

you

are

estimating

the

ongoing

expenses

of

investing

in

the

fund

and

when

comparing

the

expenses

of

this

fund

with

other

funds.

You

should

also

be

aware

that

the

expenses

shown

in

the

table

highlight

only

your

ongoing

costs

and

do

not

reflect

any

transaction

costs,

such

as

redemption

fees

or

sales

loads.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

To

the

extent

a

fund

charges

transaction

costs,

however,

the

total

cost

of

owning

that

fund

is

higher.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Mid-Cap

Value

Fund

15

MID-CAP

VALUE

FUND

Beginning

Account

Value

7/1/22

Ending

Account

Value

12/31/22

Expenses

Paid

During

Period*

7/1/22

to

12/31/22

Investor

Class

Actual

$1,000.00

$1,064.60

$4.22

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.12

  4.13

Advisor

Class

Actual

  1,000.00

  1,063.40

  5.51

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.86

  5.40

R

Class

Actual

  1,000.00

  1,062.10

  6.76

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,018.65

  6.61

I

Class

Actual

  1,000.00

  1,065.30

  3.49

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.83

  3.41

Z

Class

Actual

  1,000.00

  1,069.30

  0.00

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,025.21

  0.00

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(184),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.81%,

the

2

Advisor Class

was

1.06%,

the

3

R

Class

was

1.30%,

the

4

I Class

was

0.67%,

and

the

5

Z Class

was

0.00%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Mid-Cap

Value

Fund

Financial

Highlights

16

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

33.63‌

$

29.59‌

$

27.97‌

$

24.40‌

$

30.40‌

Investment

activities

Net

investment

income

(1)(2)

0.26‌

0.28‌

0.34‌

0.40‌

0.30‌

Net

realized

and

unrealized

gain/

loss

(1.60‌)

6.86‌

2.40‌

4.36‌

(3.34‌)

Total

from

investment

activities

(1.34‌)

7.14‌

2.74‌

4.76‌

(3.04‌)

Distributions

Net

investment

income

(0.25‌)

(0.34‌)

(0.30‌)

(0.41‌)

(0.30‌)

Net

realized

gain

(3.69‌)

(2.76‌)

(0.82‌)

(0.78‌)

(2.66‌)

Total

distributions

(3.94‌)

(3.10‌)

(1.12‌)

(1.19‌)

(2.96‌)

NET

ASSET

VALUE

End

of

period

$

28.35‌

$

33.63‌

$

29.59‌

$

27.97‌

$

24.40‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(4.24‌)%

24.53‌%

9.88‌%

19.61‌%

(10.61‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.81‌%

0.77‌%

0.78‌%

0.78‌%

0.78‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.81‌%

0.77‌%

0.78‌%

0.78‌%

0.78‌%

Net

investment

income

0.81‌%

0.83‌%

1.32‌%

1.48‌%

0.99‌%

Portfolio

turnover

rate

46.8‌%

24.8‌%

35.1‌%

31.9‌%

33.9‌%

Net

assets,

end

of

period

(in

millions)

$3,973

$5,980

$5,070

$9,224

$8,655

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

Financial

Highlights

17

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Advisor

Class

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

33.47‌

$

29.47‌

$

27.88‌

$

24.32‌

$

30.28‌

Investment

activities

Net

investment

income

(1)(2)

0.17‌

0.16‌

0.25‌

0.31‌

0.21‌

Net

realized

and

unrealized

gain/

loss

(1.58‌)

6.84‌

2.40‌

4.36‌

(3.32‌)

Total

from

investment

activities

(1.41‌)

7.00‌

2.65‌

4.67‌

(3.11‌)

Distributions

Net

investment

income

(0.15‌)

(0.24‌)

(0.24‌)

(0.33‌)

(0.19‌)

Net

realized

gain

(3.69‌)

(2.76‌)

(0.82‌)

(0.78‌)

(2.66‌)

Total

distributions

(3.84‌)

(3.00‌)

(1.06‌)

(1.11‌)

(2.85‌)

NET

ASSET

VALUE

End

of

period

$

28.22‌

$

33.47‌

$

29.47‌

$

27.88‌

$

24.32‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(4.46‌)%

24.14‌%

9.58‌%

19.30‌%

(10.86‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.05‌%

1.05‌%

1.05‌%

1.05‌%

1.05‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.05‌%

1.05‌%

1.05‌%

1.05‌%

1.05‌%

Net

investment

income

0.54‌%

0.49‌%

0.99‌%

1.14‌%

0.70‌%

Portfolio

turnover

rate

46.8‌%

24.8‌%

35.1‌%

31.9‌%

33.9‌%

Net

assets,

end

of

period

(in

thousands)

$69,762

$96,545

$200,662

$164,369

$206,272

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

Financial

Highlights

18

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

R

Class

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

32.81‌

$

28.93‌

$

27.39‌

$

23.91‌

$

29.82‌

Investment

activities

Net

investment

income

(1)(2)

0.10‌

0.10‌

0.19‌

0.25‌

0.14‌

Net

realized

and

unrealized

gain/

loss

(1.56‌)

6.70‌

2.34‌

4.27‌

(3.27‌)

Total

from

investment

activities

(1.46‌)

6.80‌

2.53‌

4.52‌

(3.13‌)

Distributions

Net

investment

income

(0.12‌)

(0.16‌)

(0.17‌)

(0.26‌)

(0.12‌)

Net

realized

gain

(3.69‌)

(2.76‌)

(0.82‌)

(0.78‌)

(2.66‌)

Total

distributions

(3.81‌)

(2.92‌)

(0.99‌)

(1.04‌)

(2.78‌)

NET

ASSET

VALUE

End

of

period

$

27.54‌

$

32.81‌

$

28.93‌

$

27.39‌

$

23.91‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(4.70‌)%

23.89‌%

9.31‌%

19.00‌%

(11.08‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.30‌%

1.29‌%

1.30‌%

1.30‌%

1.30‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.30‌%

1.29‌%

1.30‌%

1.30‌%

1.30‌%

Net

investment

income

0.31‌%

0.30‌%

0.75‌%

0.95‌%

0.46‌%

Portfolio

turnover

rate

46.8‌%

24.8‌%

35.1‌%

31.9‌%

33.9‌%

Net

assets,

end

of

period

(in

thousands)

$119,670

$141,484

$125,051

$137,109

$146,986

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

Financial

Highlights

19

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

33.61‌

$

29.57‌

$

27.95‌

$

24.39‌

$

30.39‌

Investment

activities

Net

investment

income

(1)(2)

0.30‌

0.34‌

0.36‌

0.44‌

0.35‌

Net

realized

and

unrealized

gain/

loss

(1.58‌)

6.84‌

2.42‌

4.35‌

(3.35‌)

Total

from

investment

activities

(1.28‌)

7.18‌

2.78‌

4.79‌

(3.00‌)

Distributions

Net

investment

income

(0.34‌)

(0.38‌)

(0.34‌)

(0.45‌)

(0.34‌)

Net

realized

gain

(3.69‌)

(2.76‌)

(0.82‌)

(0.78‌)

(2.66‌)

Total

distributions

(4.03‌)

(3.14‌)

(1.16‌)

(1.23‌)

(3.00‌)

NET

ASSET

VALUE

End

of

period

$

28.30‌

$

33.61‌

$

29.57‌

$

27.95‌

$

24.39‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(4.08‌)%

24.69‌%

10.03‌%

19.75‌%

(10.48‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.66‌%

0.65‌%

0.65‌%

0.65‌%

0.65‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.66‌%

0.65‌%

0.65‌%

0.65‌%

0.65‌%

Net

investment

income

0.94‌%

0.97‌%

1.43‌%

1.62‌%

1.15‌%

Portfolio

turnover

rate

46.8‌%

24.8‌%

35.1‌%

31.9‌%

33.9‌%

Net

assets,

end

of

period

(in

millions)

$4,364

$3,139

$2,344

$3,452

$2,565

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

Financial

Highlights

20

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Z

Class

(1)

..

Year

..

..

Ended

.

3/16/20

(1)

Through

12/31/20

12/31/22

12/31/21

NET

ASSET

VALUE

Beginning

of

period

$

33.63‌

$

29.57‌

$

18.84‌

Investment

activities

Net

investment

income

(2)(3)

0.52‌

0.54‌

0.40‌

Net

realized

and

unrealized

gain/loss

(1.58‌)

6.87‌

11.64‌

Total

from

investment

activities

(1.06‌)

7.41‌

12.04‌

Distributions

Net

investment

income

(0.53‌)

(0.59‌)

(0.49‌)

Net

realized

gain

(3.69‌)

(2.76‌)

(0.82‌)

Total

distributions

(4.22‌)

(3.35‌)

(1.31‌)

NET

ASSET

VALUE

End

of

period

$

28.35‌

$

33.63‌

$

29.57‌

Ratios/Supplemental

Data

Total

return

(3)(4)

(3.44‌)%

25.50‌%

64.05‌%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

0.64‌%

0.64‌%

0.64‌%

(5)

Net

expenses

after

waivers/payments

by

Price

Associates

0.00‌%

0.00‌%

0.00‌%

(5)

Net

investment

income

1.60‌%

1.56‌%

1.94‌%

(5)

Portfolio

turnover

rate

46.8‌%

24.8‌%

35.1‌%

Net

assets,

end

of

period

(in

millions)

$4,291

$5,773

$5,327

0‌%

0‌%

0‌%

(1)

Inception

date

(2)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(3)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(4)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(5)

Annualized

T.

ROWE

PRICE

Mid-Cap

Value

Fund

December

31,

2022

21

Portfolio

of

Investments

‡

Shares

$

Value

(Cost

and

value

in

$000s)

‡

COMMON

STOCKS

95.8%

COMMUNICATION

SERVICES

5.0%

Entertainment

0.9%

Madison

Square

Garden

Entertainment  (1)

1,164,424‌

52,364‌

Madison

Square

Garden

Sports 

309,889‌

56,812‌

109,176‌

Media

4.1%

DISH

Network,

Class

A  (1)

3,021,512‌

42,422‌

News,

Class

A 

16,163,715‌

294,180‌

Paramount

Global,

Class

B 

5,392,088‌

91,018‌

Scholastic 

2,514,418‌

99,219‌

526,839‌

Total

Communication

Services

636,015‌

CONSUMER

DISCRETIONARY

8.4%

Automobiles

1.0%

General

Motors 

3,602,889‌

121,201‌

121,201‌

Diversified

Consumer

Services

1.5%

Bright

Horizons

Family

Solutions  (1)

1,544,128‌

97,434‌

Strategic

Education  (2)

1,226,364‌

96,049‌

193,483‌

Hotels,

Restaurants

&

Leisure

0.9%

Compass

Group

(GBP) 

4,813,335‌

111,150‌

111,150‌

Household

Durables

0.8%

Mohawk

Industries  (1)

1,027,404‌

105,021‌

105,021‌

Specialty

Retail

2.5%

Bath

&

Body

Works 

2,025,600‌

85,359‌

Best

Buy 

1,297,947‌

104,108‌

Burlington

Stores  (1)

659,069‌

133,633‌

323,100‌

Textiles,

Apparel

&

Luxury

Goods

1.7%

Ralph

Lauren 

2,003,883‌

211,750‌

211,750‌

Total

Consumer

Discretionary

1,065,705‌

CONSUMER

STAPLES

7.8%

Beverages

2.6%

Carlsberg,

Class

B

(DKK) 

948,009‌

125,751‌

T.

ROWE

PRICE

Mid-Cap

Value

Fund

22

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Constellation

Brands,

Class

A 

461,200‌

106,883‌

Monster

Beverage  (1)

1,004,433‌

101,980‌

334,614‌

Food

&

Staples

Retailing

1.5%

Sysco 

2,570,524‌

196,517‌

196,517‌

Food

Products

3.2%

Bunge 

1,128,240‌

112,564‌

Campbell

Soup 

654,305‌

37,132‌

Flowers

Foods 

9,225,473‌

265,140‌

414,836‌

Household

Products

0.5%

Kimberly-Clark 

512,962‌

69,635‌

69,635‌

Total

Consumer

Staples

1,015,602‌

ENERGY

9.0%

Energy

Equipment

&

Services

5.9%

Expro

Group

Holdings  (1)

7,243,216‌

131,320‌

NOV 

4,684,943‌

97,868‌

SEACOR

Marine

Holdings  (1)(2)

3,060,096‌

28,030‌

TechnipFMC  (1)(2)

25,656,726‌

312,756‌

Tidewater  (1)(2)

4,963,627‌

182,910‌

752,884‌

Oil,

Gas

&

Consumable

Fuels

3.1%

Cameco 

5,835,212‌

132,284‌

Canadian

Natural

Resources 

1,138,999‌

63,249‌

Equitrans

Midstream 

19,023,952‌

127,460‌

Imperial

Oil 

1,400,081‌

68,240‌

391,233‌

Total

Energy

1,144,117‌

FINANCIALS

15.6%

Banks

5.3%

Fifth

Third

Bancorp 

7,648,262‌

250,939‌

Popular 

1,969,633‌

130,626‌

Signature

Bank 

1,014,861‌

116,932‌

Webster

Financial 

3,363,492‌

159,228‌

Westamerica

BanCorp 

440,772‌

26,010‌

683,735‌

Capital

Markets

2.5%

Main

Street

Capital 

2,023,471‌

74,767‌

Open

Lending,

Class

A  (1)

6,663,384‌

44,978‌

T.

ROWE

PRICE

Mid-Cap

Value

Fund

23

Shares

$

Value

(Cost

and

value

in

$000s)

‡

State

Street 

2,574,018‌

199,667‌

319,412‌

Consumer

Finance

0.6%

OneMain

Holdings 

2,364,600‌

78,765‌

78,765‌

Diversified

Financial

Services

1.5%

Apollo

Global

Management 

1,631,100‌

104,048‌

Jackson

Financial,

Class

A 

2,502,548‌

87,064‌

191,112‌

Insurance

5.7%

Brown

&

Brown 

2,096,674‌

119,447‌

CNA

Financial 

2,933,498‌

124,028‌

Kemper 

2,746,841‌

135,145‌

Loews 

2,195,660‌

128,073‌

RenaissanceRe

Holdings 

1,231,570‌

226,892‌

733,585‌

Total

Financials

2,006,609‌

HEALTH

CARE

9.8%

Health

Care

Equipment

&

Supplies

3.5%

DENTSPLY

SIRONA 

3,851,604‌

122,635‌

Koninklijke

Philips

(EUR) 

7,619,464‌

114,652‌

Zimmer

Biomet

Holdings 

1,690,154‌

215,494‌

452,781‌

Health

Care

Providers

&

Services

5.3%

Cardinal

Health 

1,410,624‌

108,435‌

Centene  (1)

1,512,925‌

124,075‌

Fresenius

(EUR) 

2,490,242‌

69,557‌

Patterson 

2,638,958‌

73,970‌

Select

Medical

Holdings  (2)

12,407,386‌

308,075‌

684,112‌

Life

Sciences

Tools

&

Services

1.0%

Charles

River

Laboratories

International  (1)

602,230‌

131,226‌

131,226‌

Total

Health

Care

1,268,119‌

INDUSTRIALS

&

BUSINESS

SERVICES

12.5%

Aerospace

&

Defense

3.9%

Rolls-Royce

Holdings

(GBP)  (1)

113,285,455‌

126,537‌

Spirit

AeroSystems

Holdings,

Class

A 

4,152,628‌

122,918‌

Textron 

3,574,493‌

253,074‌

502,529‌

T.

ROWE

PRICE

Mid-Cap

Value

Fund

24

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Air

Freight

&

Logistics

0.7%

CH

Robinson

Worldwide 

952,985‌

87,255‌

87,255‌

Building

Products

1.0%

Trane

Technologies 

766,000‌

128,757‌

128,757‌

Electrical

Equipment

0.8%

Rockwell

Automation 

385,345‌

99,253‌

99,253‌

Machinery

4.3%

Alstom

(EUR) 

3,360,890‌

82,229‌

Middleby  (1)

873,644‌

116,981‌

PACCAR 

1,492,028‌

147,666‌

Stanley

Black

&

Decker 

2,668,900‌

200,488‌

547,364‌

Road

&

Rail

1.2%

JB

Hunt

Transport

Services 

881,670‌

153,728‌

153,728‌

Trading

Companies

&

Distributors

0.6%

Ashtead

Group

(GBP) 

1,427,849‌

81,109‌

81,109‌

Total

Industrials

&

Business

Services

1,599,995‌

INFORMATION

TECHNOLOGY

5.7%

Communications

Equipment

1.3%

Arista

Networks  (1)

560,357‌

67,999‌

Motorola

Solutions 

372,200‌

95,920‌

163,919‌

Electronic

Equipment,

Instruments

&

Components

0.9%

Corning 

2,422,971‌

77,389‌

National

Instruments 

1,137,283‌

41,966‌

119,355‌

IT

Services

0.8%

Global

Payments 

1,064,988‌

105,775‌

105,775‌

Semiconductors

&

Semiconductor

Equipment

0.9%

Marvell

Technology 

3,183,445‌

117,915‌

117,915‌

T.

ROWE

PRICE

Mid-Cap

Value

Fund

25

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Technology

Hardware,

Storage

&

Peripherals

1.8%

Western

Digital  (1)

7,330,376‌

231,273‌

231,273‌

Total

Information

Technology

738,237‌

MATERIALS

7.7%

Chemicals

1.7%

Corteva 

1,287,823‌

75,698‌

PPG

Industries 

363,676‌

45,729‌

Scotts

Miracle-Gro 

1,957,231‌

95,102‌

216,529‌

Construction

Materials

1.9%

Summit

Materials,

Class

A  (1)

5,465,316‌

155,160‌

Vulcan

Materials 

499,438‌

87,457‌

242,617‌

Containers

&

Packaging

1.3%

Ball 

1,585,883‌

81,102‌

Westrock 

2,398,304‌

84,324‌

165,426‌

Metals

&

Mining

2.8%

AngloGold

Ashanti,

ADR 

3,109,000‌

60,377‌

Franco-Nevada

(CAD) 

856,853‌

116,802‌

Freeport-McMoRan 

1,477,789‌

56,156‌

Fresnillo

(GBP) 

10,958,286‌

119,732‌

353,067‌

Total

Materials

977,639‌

REAL

ESTATE

5.2%

Equity

Real

Estate

Investment

Trusts

4.8%

Apartment

Investment

&

Management,

Class

A,

REIT 

9,836,953‌

70,039‌

Equity

Commonwealth,

REIT 

1,286,821‌

32,132‌

Equity

Residential,

REIT 

1,124,467‌

66,344‌

Rayonier,

REIT 

3,534,231‌

116,488‌

Regency

Centers,

REIT 

1,834,594‌

114,662‌

Rexford

Industrial

Realty,

REIT 

1,835,491‌

100,291‌

Weyerhaeuser,

REIT 

3,779,436‌

117,163‌

617,119‌

Equity

Real

Estate

Investment

Trusts

(Reits)

0.4%

Vornado

Realty

Trust,

REIT 

2,262,500‌

47,083‌

47,083‌

Total

Real

Estate

664,202‌

T.

ROWE

PRICE

Mid-Cap

Value

Fund

26

Shares

$

Value

(Cost

and

value

in

$000s)

‡

UTILITIES

4.9%

Electric

Utilities

4.4%

FirstEnergy 

6,497,573‌

272,508‌

PG&E  (1)

17,621,150‌

286,520‌

559,028‌

Multi-Utilities

0.5%

CenterPoint

Energy 

2,240,489‌

67,192‌

67,192‌

Total

Utilities

626,220‌

Total

Miscellaneous

Common

Stocks

 4.2%  (3)

537,808‌

Total

Common

Stocks

(Cost

$10,599,426)

12,280,268‌

SHORT-TERM

INVESTMENTS

4.5%

Money

Market

Funds

4.5%

T.

Rowe

Price

Government

Reserve

Fund,

4.30%  (2)(4)

577,404,721‌

577,405‌

Total

Short-Term

Investments

(Cost

$577,405)

577,405‌

Total

Investments

in

Securities

100.3%

of

Net

Assets

(Cost

$11,176,831)

$

12,857,673‌

‡

Shares

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

Non-income

producing

(2)

Affiliated

Companies

(3)

The

identity

of

certain

securities

has

been

concealed

to

protect

the

fund

while

it

completes

a

purchase

or

selling

program

for

the

securities.

(4)

Seven-day

yield

ADR

American

Depositary

Receipts

CAD

Canadian

Dollar

DKK

Danish

Krone

EUR

Euro

GBP

British

Pound

REIT

A

domestic

Real

Estate

Investment

Trust

whose

distributions

pass-through

with

original

tax

character

to

the

shareholder

T.

ROWE

PRICE

Mid-Cap

Value

Fund

27

AFFILIATED

COMPANIES

($000s)

The

fund

may

invest

in

certain

securities

that

are

considered

affiliated

companies.

As

defined

by

the

1940

Act,

an

affiliated

company

is

one

in

which

the

fund

owns

5%

or

more

of

the

outstanding

voting

securities,

or

a

company

that

is

under

common

ownership

or

control.

The

following

securities

were

considered

affiliated

companies

for

all

or

some

portion

of

the

year

ended

December

31,

2022.

Net

realized

gain

(loss),

investment

income,

change

in

net

unrealized

gain/loss,

and

purchase

and

sales

cost

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

Apartment

Investment

&

Management,

Class

A,

REIT 

$

443‌

$

(6,018‌)

$

197‌

Equity

Commonwealth,

REIT 

(5,103‌)

1,310‌

5,676‌

Expro

Group

Holdings 

1,138‌

24,250‌

—‌

Flowers

Foods 

18,217‌

(10,245‌)

9,565‌

Patterson 

11,541‌

(13,104‌)

6,342‌

Scholastic 

874‌

(1,137‌)

1,693‌

SEACOR

Marine

Holdings 

195‌

16,811‌

—‌

Select

Medical

Holdings 

3,239‌

(48,348‌)

5,399‌

Strategic

Education 

(1,255‌)

27,340‌

3,017‌

TechnipFMC 

(1,273‌)

163,943‌

—‌

Tidewater 

1,623‌

127,078‌

—‌

Westamerica

BanCorp 

6,615‌

(7,756‌)

2,935‌

T.

Rowe

Price

Government

Reserve

Fund,

4.30%

—‌

—‌

11,686‌

Totals

$

36,254‌#

$

274,124‌

$

46,510‌+

T.

ROWE

PRICE

Mid-Cap

Value

Fund

28

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

AFFILIATED

COMPANIES

(CONTINUED)

($000s)

Supplementary

Investment

Schedule

Affiliate

Value

12/31/21

Purchase

Cost

Sales

Cost

Value

12/31/22

Apartment

Investment

&

Management,

Class

A,

REIT 

$

*

$

2,887‌

$

806‌

$

*

Equity

Commonwealth,

REIT 

184,556‌

2,246‌

155,980‌

*

Expro

Group

Holdings 

*

20,405‌

1,363‌

*

Flowers

Foods 

356,712‌

17‌

81,344‌

*

Patterson 

210,323‌

—‌

123,249‌

*

Scholastic 

*

11,184‌

909‌

*

SEACOR

Marine

Holdings 

9,245‌

2,205‌

231‌

28,030‌

Select

Medical

Holdings 

284,141‌

73,560‌

1,278‌

308,075‌

Strategic

Education 

70,656‌

6,078‌

8,025‌

96,049‌

TechnipFMC 

136,221‌

61,308‌

48,716‌

312,756‌

Tidewater 

50,863‌

5,375‌

406‌

182,910‌

Westamerica

BanCorp 

128,351‌

—‌

94,585‌

*

T.

Rowe

Price

Government

Reserve

Fund,

4.30%

921,488‌

  ¤

  ¤

577,405‌

Total

$

1,505,225‌^

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

+

Investment

income

comprised

$46,510

of

dividend

income

and

$0

of

interest

income.

¤

Purchase

and

sale

information

not

shown

for

cash

management

funds.

^

The

cost

basis

of

investments

in

affiliated

companies

was

$1,186,769.

*

On

the

date

indicated,

issuer

was

held

but

not

considered

an

affiliated

company.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

December

31,

2022

Statement

of

Assets

and

Liabilities

29

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$11,176,831)

$

12,857,673‌

Dividends

receivable

20,695‌

Receivable

for

investment

securities

sold

15,944‌

Receivable

for

shares

sold

8,046‌

Due

from

affiliates

2,107‌

Foreign

currency

(cost

$4)

4‌

Other

assets

4,264‌

Total

assets

12,908,733‌

Liabilities

Payable

for

shares

redeemed

66,187‌

Payable

for

investment

securities

purchased

16,754‌

Investment

management

fees

payable

7,115‌

Payable

to

directors

8‌

Other

liabilities

1,041‌

Total

liabilities

91,105‌

NET

ASSETS

$

12,817,628‌

T.

ROWE

PRICE

Mid-Cap

Value

Fund

December

31,

2022

Statement

of

Assets

and

Liabilities

30

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

1,762,185‌

Paid-in

capital

applicable

to

452,576,082

shares

of

$0.0001

par

value

capital

stock

outstanding;

1,000,000,000

shares

authorized

11,055,443‌

NET

ASSETS

$

12,817,628‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

($3,973,015,877

/

140,149,452

shares

outstanding)

$

28.35‌

Advisor

Class

($69,761,732

/

2,472,155

shares

outstanding)

$

28.22‌

R

Class

($119,670,163

/

4,346,040

shares

outstanding)

$

27.54‌

I

Class

($4,364,289,277

/

154,228,053

shares

outstanding)

$

28.30‌

Z

Class

($4,290,891,393

/

151,380,382

shares

outstanding)

$

28.35‌

T.

ROWE

PRICE

Mid-Cap

Value

Fund

Statement

of

Operations

31

($000s)

Year

Ended

12/31/22

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$5,710)

$

222,381‌

Securities

lending

765‌

    Interest

337‌

Other

5‌

Total

income

223,488‌

Expenses

Investment

management

88,339‌

Shareholder

servicing

Investor

Class

$

7,308‌

Advisor

Class

132‌

R

Class

199‌

I

Class

712‌

8,351‌

Rule

12b-1

fees

Advisor

Class

205‌

R

Class

634‌

839‌

Prospectus

and

shareholder

reports

Investor

Class

150‌

Advisor

Class

3‌

R

Class

1‌

I

Class

129‌

Z

Class

2‌

285‌

Custody

and

accounting

630‌

Registration

173‌

Directors

36‌

Legal

and

audit

30‌

Miscellaneous

139‌

Waived

/

paid

by

Price

Associates

(32,013‌)

Total

expenses

66,809‌

Net

investment

income

156,679‌

T.

ROWE

PRICE

Mid-Cap

Value

Fund

Statement

of

Operations

32

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

12/31/22

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

1,978,687‌

Foreign

currency

transactions

(81‌)

Net

realized

gain

1,978,606‌

Change

in

net

unrealized

gain

/

loss

Securities

(2,705,078‌)

Other

assets

and

liabilities

denominated

in

foreign

currencies

(175‌)

Change

in

net

unrealized

gain

/

loss

(2,705,253‌)

Net

realized

and

unrealized

gain

/

loss

(726,647‌)

DECREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

(569,968‌)

T.

ROWE

PRICE

Mid-Cap

Value

Fund

Statement

of

Changes

in

Net

Assets

33

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/22

12/31/21

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

156,679‌

$

168,692‌

Net

realized

gain

1,978,606‌

1,314,232‌

Change

in

net

unrealized

gain

/

loss

(2,705,253‌)

1,729,511‌

Increase

(decrease)

in

net

assets

from

operations

(569,968‌)

3,212,435‌

Distributions

to

shareholders

Net

earnings

Investor

Class

(494,572‌)

(511,633‌)

Advisor

Class

(8,517‌)

(8,020‌)

R

Class

(14,744‌)

(11,506‌)

I

Class

(558,012‌)

(271,303‌)

Z

Class

(577,651‌)

(522,532‌)

Decrease

in

net

assets

from

distributions

(1,653,496‌)

(1,324,994‌)

Capital

share

transactions

*

(1)

Shares

sold

Investor

Class

842,201‌

1,075,586‌

Advisor

Class

13,686‌

17,597‌

R

Class

9,637‌

13,016‌

I

Class

2,295,900‌

862,965‌

Z

Class

207,217‌

658,659‌

Distributions

reinvested

Investor

Class

464,486‌

477,897‌

Advisor

Class

8,386‌

7,929‌

R

Class

14,744‌

11,506‌

I

Class

521,681‌

253,889‌

Z

Class

577,651‌

522,532‌

Shares

redeemed

Investor

Class

(2,595,058‌)

(1,359,224‌)

Advisor

Class

(35,926‌)

(154,768‌)

R

Class

(25,448‌)

(25,375‌)

I

Class

(870,587‌)

(640,060‌)

Z

Class

(1,517,076‌)

(1,547,239‌)

Increase

(decrease)

in

net

assets

from

capital

share

transactions

(88,506‌)

174,910‌

T.

ROWE

PRICE

Mid-Cap

Value

Fund

Statement

of

Changes

in

Net

Assets

34

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/22

12/31/21

Net

Assets

Increase

(decrease)

during

period

(2,311,970‌)

2,062,351‌

Beginning

of

period

15,129,598‌

13,067,247‌

End

of

period

$

12,817,628‌

$

15,129,598‌

*Share

information

(000s)

(1)

Shares

sold

Investor

Class

25,922‌

31,566‌

Advisor

Class

415‌

519‌

R

Class

304‌

387‌

I

Class

70,072‌

25,092‌

Z

Class

6,401‌

19,294‌

Distributions

reinvested

Investor

Class

16,006‌

14,754‌

Advisor

Class

290‌

246‌

R

Class

523‌

364‌

I

Class

18,014‌

7,843‌

Z

Class

19,919‌

16,138‌

Shares

redeemed

Investor

Class

(79,601‌)

(39,850‌)

Advisor

Class

(1,117‌)

(4,691‌)

R

Class

(793‌)

(761‌)

I

Class

(27,237‌)

(18,831‌)

Z

Class

(46,591‌)

(43,910‌)

Increase

in

shares

outstanding

2,527‌

8,160‌

(1)

Includes

the

exchange

of

shares

from

certain

classes

to

the

I

Class

and/or

Z

Class

related

to

shares

held

by

affiliated

products.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

NOTES

TO

FINANCIAL

STATEMENTS

35

T.

Rowe

Price

Mid-Cap

Value

Fund,

Inc.

(the

fund) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act)

as a

diversified,

open-end

management

investment

company. The

fund

seeks

to

provide

long-term

capital

appreciation

by

investing

primarily

in

mid-sized

companies

that

appear

to

be

undervalued.

The

fund

has

five classes

of

shares:

the

Mid-Cap

Value

Fund

(Investor

Class),

the

Mid-Cap

Value

Fund–Advisor

Class

(Advisor

Class),

the

Mid-Cap

Value

Fund–R

Class

(R

Class),

the

Mid-Cap

Value

Fund–I

Class

(I

Class)

and

the

Mid-Cap

Value

Fund–Z

Class

(Z

Class).

Advisor

Class

shares

are

sold

only

through

various

brokers

and

other

financial

intermediaries,

and

R

Class

shares

are

available

through

financial

intermediaries

for

employer-sponsored

defined

contribution

retirement

plans

and

certain

other

retirement

accounts.

I

Class

shares

require

a

$500,000

initial

investment

minimum,

although

the

minimum

generally

is

waived

or

reduced

for

financial

intermediaries,

eligible

retirement

plans,

and

certain

other

accounts.

Prior

to

November

15,

2021,

the

initial

investment

minimum

was

$1

million

and

was

generally

waived

for

financial

intermediaries,

eligible

retirement

plans,

and

other

certain

accounts.

As

a

result

of

the

reduction

in

the

I

Class

minimum,

certain

assets

transferred

from

the

Investor

Class

to

the

I

Class.

This

transfer

of

shares

from

Investor

Class

to

I

Class

is

reflected

in

the

Statement

of

Changes

in

Net

Assets

within

the

Capital

shares

transactions

as

Shares

redeemed

and

Shares

sold,

respectively.

The

Z

Class

is

only

available

to

funds

advised

by

T.

Rowe

Price

Associates,

Inc.

and

its

affiliates

and

other

clients

that

are

subject

to

a

contractual

fee

for

investment

management

services.

The

Advisor

Class

and

R

Class

each

operate

under

separate

Board-approved

Rule

12b-1

plans,

pursuant

to

which

each

class

compensates

financial

intermediaries

for

distribution,

shareholder

servicing,

and/or

certain

administrative

services;

the

Investor,

I

and

Z

Classes

do

not

pay

Rule

12b-1

fees. Each

class

has

exclusive

voting

rights

on

matters

related

solely

to

that

class;

separate

voting

rights

on

matters

that

relate

to

all

classes;

and,

in

all

other

respects,

the

same

rights

and

obligations

as

the

other

classes.

NOTE

1

-

SIGNIFICANT

ACCOUNTING

POLICIES 

Basis

of

Preparation

 The fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

in

the

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946

(ASC

946).

The

accompanying

financial

statements

were

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP),

including,

but

not

limited

to,

ASC

946.

GAAP

requires

the

use

of

estimates

made

by

management.

Management

believes

that

estimates

T.

ROWE

PRICE

Mid-Cap

Value

Fund

36

and

valuations

are

appropriate;

however,

actual

results

may

differ

from

those

estimates,

and

the

valuations

reflected

in

the

accompanying

financial

statements

may

differ

from

the

value

ultimately

realized

upon

sale

or

maturity.

Investment

Transactions,

Investment

Income,

and

Distributions

Investment

transactions

are

accounted

for

on

the

trade

date

basis.

Income

and

expenses

are

recorded

on

the

accrual

basis.

Realized

gains

and

losses

are

reported

on

the

identified

cost

basis.

Premiums

and

discounts

on

debt

securities

are

amortized

for

financial

reporting

purposes.

Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense.

Dividends

received

from

mutual

fund

investments

are

reflected

as

dividend

income;

capital

gain

distributions

are

reflected

as

realized

gain/loss.

Dividend

income

and

capital

gain

distributions

are

recorded

on

the

ex-dividend

date.

Distributions

from

REITs

are

initially

recorded

as

dividend

income

and,

to

the

extent

such

represent

a

return

of

capital

or

capital

gain

for

tax

purposes,

are

reclassified

when

such

information

becomes

available.

Non-cash

dividends,

if

any,

are

recorded

at

the

fair

market

value

of

the

asset

received.

Proceeds

from

litigation

payments,

if

any,

are

included

in

either

net

realized

gain

(loss)

or

change

in

net

unrealized

gain/loss

from

securities.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Income

distributions,

if

any,

are

declared

and

paid

by

each

class annually.

A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

Currency

Translation

 Assets,

including

investments,

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollar

values

each

day

at

the

prevailing

exchange

rate,

using

the

mean

of

the

bid

and

asked

prices

of

such

currencies

against

U.S.

dollars

as

provided

by

an

outside

pricing

service.

Purchases

and

sales

of

securities,

income,

and

expenses

are

translated

into

U.S.

dollars

at

the

prevailing

exchange

rate

on

the

respective

date

of

such

transaction.

The

effect

of

changes

in

foreign

currency

exchange

rates

on

realized

and

unrealized

security

gains

and

losses

is

not

bifurcated

from

the

portion

attributable

to

changes

in

market

prices.

Class

Accounting

 Shareholder

servicing,

prospectus,

and

shareholder

report

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to

all

classes,

investment

income,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

The

Advisor

Class

and

R

Class

each

pay

Rule

12b-1

fees,

in

an

amount

not

exceeding

0.25%

and

0.50%,

respectively,

of

the

class’s

average

daily

net

assets.

In-Kind

Redemptions

 In

accordance

with

guidelines

described

in

the

fund’s

prospectus,

and

when

considered

to

be

in

the

best

interest

of

all

shareholders,

the

fund

may

distribute

portfolio

securities

rather

than

cash

as

payment

for

a

redemption

of

fund

shares

(in-kind

redemption).

Gains

and

losses

realized

on

in-kind

redemptions

are

T.

ROWE

PRICE

Mid-Cap

Value

Fund

37

not

recognized

for

tax

purposes

and

are

reclassified

from

undistributed

realized

gain

(loss)

to

paid-in

capital.

During

the

year ended

December

31,

2022,

the

fund

realized

$129,678,000 of

net

gain

on

$260,884,000

of

in-kind

redemptions.

Capital

Transactions

 Each

investor’s

interest

in

the

net

assets

of the

fund

is

represented

by

fund

shares. The

fund’s

net

asset

value

(NAV)

per

share

is

computed

at

the

close

of

the

New

York

Stock

Exchange

(NYSE),

normally

4

p.m.

ET,

each

day

the

NYSE

is

open

for

business.

However,

the

NAV

per

share

may

be

calculated

at

a

time

other

than

the

normal

close

of

the

NYSE

if

trading

on

the

NYSE

is

restricted,

if

the

NYSE

closes

earlier,

or

as

may

be

permitted

by

the

SEC.

Purchases

and

redemptions

of

fund

shares

are

transacted

at

the

next-computed

NAV

per

share,

after

receipt

of

the

transaction

order

by

T.

Rowe

Price

Associates,

Inc.,

or

its

agents.

New

Accounting

Guidance

 In

June

2022,

the

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2022-03,

Fair

Value

Measurement

(Topic

820)

–

Fair

Value

Measurement

of

Equity

Securities

Subject

to

Contractual

Sale

Restrictions,

which

clarifies

that

a

contractual

restriction

on

the

sale

of

an

equity

security

is

not

considered

part

of

the

unit

of

account

of

the

equity

security

and,

therefore,

is

not

considered

in

measuring

fair

value.

The

amendments

under

this

ASU

are

effective

for

fiscal

years

beginning

after

December

15,

2023;

however,

the

fund

opted

to

early

adopt,

as

permitted,

effective

December

1,

2022. Adoption

of

the

guidance

did not

have

a

material

impact

on

the fund's

financial  statements.

Indemnification

 In

the

normal

course

of

business, the

fund

may

provide

indemnification

in

connection

with

its

officers

and

directors,

service

providers,

and/or

private

company

investments. The

fund’s

maximum

exposure

under

these

arrangements

is

unknown;

however,

the

risk

of

material

loss

is

currently

considered

to

be

remote.

NOTE

2

-

VALUATION 

Fair

Value

  The

fund’s

financial

instruments

are

valued

at

the

close

of

the

NYSE

and

are

reported

at

fair

value,

which

GAAP

defines

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date. The fund’s

Board

of

Directors

(the

Board)

has

designated

T.

Rowe

Price

Associates,

Inc.

as

the

fund’s

valuation

designee

(Valuation

Designee).

Subject

to

oversight

by

the

Board,

the

Valuation

Designee

performs

the

following

functions

in

performing

fair

value

determinations:

assesses

and

manages

valuation

risks;

establishes

and

applies

fair

value

methodologies;

tests

fair

value

methodologies;

T.

ROWE

PRICE

Mid-Cap

Value

Fund

38

and

evaluates

pricing

vendors

and

pricing

agents.

The

duties

and

responsibilities

of

the

Valuation

Designee

are

performed

by

its

Valuation

Committee. The

Valuation

Designee provides

periodic

reporting

to

the

Board

on

valuation

matters.

Various

valuation

techniques

and

inputs

are

used

to

determine

the

fair

value

of

financial

instruments.

GAAP

establishes

the

following

fair

value

hierarchy

that

categorizes

the

inputs

used

to

measure

fair

value:

Level

1

–

quoted

prices

(unadjusted)

in

active

markets

for

identical

financial

instruments

that

the

fund

can

access

at

the

reporting

date

Level

2

–

inputs

other

than

Level

1

quoted

prices

that

are

observable,

either

directly

or

indirectly

(including,

but

not

limited

to,

quoted

prices

for

similar

financial

instruments

in

active

markets,

quoted

prices

for

identical

or

similar

financial

instruments

in

inactive

markets,

interest

rates

and

yield

curves,

implied

volatilities,

and

credit

spreads)

Level

3

–

unobservable

inputs

(including

the Valuation

Designee’s assumptions

in

determining

fair

value)

Observable

inputs

are

developed

using

market

data,

such

as

publicly

available

information

about

actual

events

or

transactions,

and

reflect

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

Unobservable

inputs

are

those

for

which

market

data

are

not

available

and

are

developed

using

the

best

information

available

about

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

GAAP

requires

valuation

techniques

to

maximize

the

use

of

relevant

observable

inputs

and

minimize

the

use

of

unobservable

inputs.

When

multiple

inputs

are

used

to

derive

fair

value,

the

financial

instrument

is

assigned

to

the

level

within

the

fair

value

hierarchy

based

on

the

lowest-level

input

that

is

significant

to

the

fair

value

of

the

financial

instrument.

Input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level

but

rather

the

degree

of

judgment

used

in

determining

those

values.

Valuation

Techniques 

Equity

securities,

including

exchange-traded

funds, listed

or

regularly

traded

on

a

securities

exchange

or

in

the

over-the-counter

(OTC)

market

are

valued

at

the

last

quoted

sale

price

or,

for

certain

markets,

the

official

closing

price

at

the

time

the

valuations

are

made.

OTC

Bulletin

Board

securities

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices.

A

security

that

is

listed

or

traded

on

more

than

one

exchange

is

valued

at

the

quotation

on

the

exchange

determined

to

be

the

primary

market

for

such

security.

Listed

securities

not

traded

on

a

particular

day

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices

for

domestic

securities

and

the

last

quoted

sale

or

closing

price

for

international

securities.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

39

The

last

quoted

prices

of

non-U.S.

equity

securities

may

be

adjusted

to

reflect

the

fair

value

of

such

securities

at

the

close

of

the

NYSE,

if

the Valuation

Designee

determines

that

developments

between

the

close

of

a

foreign

market

and

the

close

of

the

NYSE

will

affect

the

value

of

some

or

all

of the

fund’s

portfolio

securities.

Each

business

day,

the

Valuation

Designee uses

information

from

outside

pricing

services

to

evaluate

the

quoted

prices

of

portfolio

securities

and,

if

appropriate,

decide whether

it

is

necessary

to

adjust

quoted

prices

to

reflect

fair

value

by

reviewing

a

variety

of

factors,

including

developments

in

foreign

markets,

the

performance

of

U.S.

securities

markets,

and

the

performance

of

instruments

trading

in

U.S.

markets

that

represent

foreign

securities

and

baskets

of

foreign

securities. The Valuation

Designee

uses

outside

pricing

services

to

provide

it

with

quoted

prices

and

information

to

evaluate

or

adjust

those

prices.

The Valuation

Designee

cannot

predict

how

often

it

will

use

quoted

prices

and

how

often

it

will

determine

it

necessary

to

adjust

those

prices

to

reflect

fair

value.

Investments

in

mutual

funds

are

valued

at

the

mutual

fund’s

closing

NAV

per

share

on

the

day

of

valuation.

Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value. 

Investments

for

which

market

quotations are

not

readily

available

or

deemed

unreliable

are

valued

at

fair

value

as

determined

in

good

faith

by

the

Valuation

Designee.

The

Valuation

Designee

has

adopted

methodologies

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

or

deemed

unreliable,

including

the

use

of

other

pricing

sources.

Factors

used

in

determining

fair

value

vary

by

type

of

investment

and

may

include

market

or

investment

specific

considerations.

The

Valuation

Designee typically

will

afford

greatest

weight

to

actual

prices

in

arm’s

length

transactions,

to

the

extent

they

represent

orderly

transactions

between

market

participants,

transaction

information

can

be

reliably

obtained,

and

prices

are

deemed

representative

of

fair

value.

However,

the

Valuation

Designee may

also

consider

other

valuation

methods

such

as

market-based

valuation

multiples;

a

discount

or

premium

from

market

value

of

a

similar,

freely

traded

security

of

the

same

issuer;

discounted

cash

flows;

yield

to

maturity;

or

some

combination.

Fair

value

determinations

are

reviewed

on

a

regular

basis.

Because

any

fair

value

determination

involves

a

significant

amount

of

judgment,

there

is

a

degree

of

subjectivity

inherent

in

such

pricing

decisions. Fair

value

prices

determined

by

the

Valuation

Designee could

differ

from

those

of

other

market

participants,

and

it

is

possible

that

the

fair

value

determined

for

a

security

may

be

materially

different

from

the

value

that

could

be

realized

upon

the

sale

of

that

security.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

40

Valuation

Inputs

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

December

31,

2022

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

NOTE

3

-

OTHER

INVESTMENT

TRANSACTIONS 

Consistent

with

its

investment

objective,

the

fund

engages

in

the

following

practices

to

manage

exposure

to

certain

risks

and/or

to

enhance

performance.

The

investment

objective,

policies,

program,

and

risk

factors

of

the

fund

are

described

more

fully

in

the

fund’s

prospectus

and

Statement

of

Additional

Information.

Restricted

Securities

 The

fund

invests

in

securities

that

are

subject

to

legal

or

contractual

restrictions

on

resale.

Prompt

sale

of

such

securities

at

an

acceptable

price

may

be

difficult

and

may

involve

substantial

delays

and

additional

costs.

Securities

Lending

 The fund

may

lend

its

securities

to

approved

borrowers

to

earn

additional

income.

Its

securities

lending

activities

are

administered

by

a

lending

agent

in

accordance

with

a

securities

lending

agreement.

Security

loans

generally

do

not

have

stated

maturity

dates,

and

the

fund

may

recall

a

security

at

any

time.

The

fund

receives

collateral

in

the

form

of

cash

or

U.S.

government

securities.

Collateral

is

maintained

over

the

life

of

the

loan

in

an

amount

not

less

than

the

value

of

loaned

securities;

any

additional

collateral

required

due

to

changes

in

security

values

is

delivered

to

the

fund

the

next

business

day.

Cash

collateral

is

invested

in

accordance

with

investment

guidelines

approved

by

fund

management.

Additionally,

the

lending

agent

indemnifies

the

fund

against

losses

resulting

from

borrower

default.

Although

risk

is

mitigated

by

the

collateral

and

indemnification,

the

fund

could

experience

a

delay

in

recovering

its

securities

and

a

possible

loss

of

income

or

value

if

the

borrower

fails

to

return

the

securities,

collateral

investments

decline

in

value,

and

the

lending

agent

fails

to

perform.

Securities

lending

revenue

consists

of

earnings

on

invested

collateral

and

borrowing

fees,

net

of

any

rebates

to

the

borrower,

compensation

to

the

lending

agent,

and

other

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

11,281,746‌

$

998,522‌

$

—‌

$

12,280,268‌

Short-Term

Investments

577,405‌

—‌

—‌

577,405‌

Total

$

11,859,151‌

$

998,522‌

$

—‌

$

12,857,673‌

T.

ROWE

PRICE

Mid-Cap

Value

Fund

41

administrative

costs.

In

accordance

with

GAAP,

investments

made

with

cash

collateral

are

reflected

in

the

accompanying

financial

statements,

but

collateral

received

in

the

form

of

securities

is

not.

At

December

31,

2022,

there

were

no

securities

on

loan. 

Other 

Purchases

and

sales

of

portfolio

securities

other

than

short-term securities

aggregated $6,130,970,000 and

$7,214,512,000,

respectively,

for

the

year ended

December

31,

2022.

NOTE

4

-

FEDERAL

INCOME

TAXES

Generally,

no

provision

for

federal

income

taxes

is

required

since

the

fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its

taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

The fund

files

U.S.

federal,

state,

and

local

tax

returns

as

required. The

fund’s

tax

returns

are

subject

to

examination

by

the

relevant

tax

authorities

until

expiration

of

the

applicable

statute

of

limitations,

which

is

generally

three

years

after

the

filing

of

the

tax

return

but

which

can

be

extended

to

six

years

in

certain

circumstances.

Tax

returns

for

open

years

have

incorporated

no

uncertain

tax

positions

that

require

a

provision

for

income

taxes.

Capital

accounts

within

the

financial

reporting

records

are

adjusted

for

permanent

book/

tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

permanent

book/tax

adjustments,

if

any,

have

no

impact

on

results

of

operations

or

net

assets.

The

permanent

book/tax

adjustments

relate

primarily

to

redemptions

in

kind

and

deemed

distributions

on

shareholder

redemptions.

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

($000s)

December

31,

2022

December

31,

2021

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

230,314‌

$

443,094‌

Long-term

capital

gain

1,423,182‌

881,900‌

Total

distributions

$

1,653,496‌

$

1,324,994‌

T.

ROWE

PRICE

Mid-Cap

Value

Fund

42

At

December

31,

2022,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were

as

follows:

At

December

31,

2022,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

Temporary

differences

between

book-basis

and

tax-basis

components

of

total

distributable

earnings

(loss)

arise

when

certain

items

of

income,

gain,

or

loss

are

recognized

in

different

periods

for

financial

statement

purposes

versus

for

tax

purposes;

these

differences

will

reverse

in

a

subsequent

reporting

period.

The

temporary

differences

relate

primarily

to

the

deferral

of

losses

from

wash

sales

and

the

realization

of

gains/losses

on

passive

foreign

investment

companies.

Other

temporary

differences

relate

primarily

to

deferral

of

REIT

income.

NOTE

5

-

FOREIGN  TAXES

The

fund

is

subject

to

foreign

income

taxes

imposed

by

certain

countries

in

which

it

invests.

Additionally,

capital

gains

realized

upon

disposition

of

securities

issued

in

or

by

certain

foreign

countries

are

subject

to

capital

gains

tax

imposed

by

those

countries.

All

taxes

are

computed

in

accordance

with

the

applicable

foreign

tax

law,

and,

to

the

extent

permitted,

capital

losses

are

used

to

offset

capital

gains.

Taxes

attributable

to

income

are

accrued

by

the

fund

as

a

reduction

of

income.

Current

and

deferred

tax

expense

attributable

to

capital

gains

is

reflected

as

a

component

of

realized

or

change

in

unrealized

gain/loss

on

securities

in

the

accompanying

financial

statements.

To

the

extent

that

the

fund

has

country

specific

capital

loss

carryforwards,

such

carryforwards

($000s)

Cost

of

investments

$

11,248,750‌

Unrealized

appreciation

$

2,817,913‌

Unrealized

depreciation

(1,209,147‌)

Net

unrealized

appreciation

(depreciation)

$

1,608,766‌

($000s)

Undistributed

ordinary

income

$

7,253‌

Undistributed

long-term

capital

gain

144,957‌

Net

unrealized

appreciation

(depreciation)

1,608,766‌

Other

temporary

differences

1,209‌

Total

distributable

earnings

(loss)

$

1,762,185‌

T.

ROWE

PRICE

Mid-Cap

Value

Fund

43

are

applied

against

net

unrealized

gains

when

determining

the

deferred

tax

liability.

Any

deferred

tax

liability

incurred

by

the

fund

is

included

in

either

Other

liabilities

or

Deferred

tax

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

NOTE

6

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

(Price

Group).

The

investment

management

agreement

between

the

fund

and

Price

Associates

provides

for

an

annual

investment

management

fee,

which

is

computed

daily

and

paid

monthly. The

fee

consists

of

an

individual

fund

fee,

equal

to

0.35%

of

the

fund’s

average

daily

net

assets,

and

a

group

fee.

The

group

fee

rate

is

calculated

based

on

the

combined

net

assets

of

certain

mutual

funds

sponsored

by

Price

Associates

(the

group)

applied

to

a

graduated

fee

schedule,

with

rates

ranging

from

0.48%

for

the

first

$1

billion

of

assets

to

0.260%

for

assets

in

excess

of

$845

billion.

The

fund’s

group

fee

is

determined

by

applying

the

group

fee

rate

to

the

fund’s

average

daily

net

assets. At

December

31,

2022,

the

effective

annual

group

fee

rate

was

0.29%.

The

I

Class

is

subject

to

an

operating

expense

limitation

(I

Class

Limit)

pursuant

to

which

Price

Associates

is

contractually

required

to

pay

all

operating

expenses

of

the

I

Class,

excluding

management

fees;

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage; non-recurring,

extraordinary expenses; and

acquired

fund

fees

and

expenses, to

the

extent

such

operating

expenses,

on

an

annualized

basis,

exceed

the

I

Class

Limit. This

agreement

will

continue

through

the

expense

limitation

date

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

The

I

Class

is

required

to

repay

Price

Associates

for

expenses

previously

paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

operating

expenses

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

I

Class

Limit

in

place

at

the

time

such

amounts

were

paid;

or

(2)

the

current

I

Class

Limit.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

The

Z

Class

is

also

subject

to

a

contractual

expense

limitation

agreement

whereby

Price

Associates

has

agreed

to

waive

and/or

bear

all

of

the

Z

Class’

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

in

their

entirety.

This

fee

waiver

and/or

expense

reimbursement

arrangement

is

expected

to

remain

in

place

indefinitely,

and

the

agreement

may

only

be

amended

or

terminated

with

approval

by

the

fund’s

Board.

Expenses

of

the

fund

waived/paid

by

the

manager

are

not

subject

to

later

repayment

by

the

fund.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

44

Pursuant

to

these

agreements,

expenses

were

waived/paid

by

and/or

repaid

to

Price

Associates

during

the

year ended December

31,

2022

as

indicated

in

the

table

below.

At

December

31,

2022,

there

were

no

amounts

subject

to

repayment

by

the

fund.

Any

repayment

of

expenses

previously

waived/paid

by

Price

Associates

during

the

period

would

be

included

in

the

net

investment

income

and

expense

ratios

presented

on

the

accompanying

Financial

Highlights.

In

addition,

the

fund

has

entered

into

service

agreements

with

Price

Associates

and

two

wholly

owned

subsidiaries

of

Price

Associates,

each

an

affiliate

of

the

fund

(collectively,

Price).

Price

Associates

provides

certain

accounting

and

administrative

services

to

the

fund.

T.

Rowe

Price

Services,

Inc.

provides

shareholder

and

administrative

services

in

its

capacity

as

the

fund’s

transfer

and

dividend-disbursing

agent.

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

provides

subaccounting

and

recordkeeping

services

for

certain

retirement

accounts

invested

in

the

Investor

Class,

R

Class

and

Advisor Class.

For

the

year ended

December

31,

2022,

expenses

incurred

pursuant

to

these

service

agreements

were

$102,000 for

Price

Associates;

$2,889,000 for

T.

Rowe

Price

Services,

Inc.;

and

$734,000 for

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

All

amounts

due

to

and

due

from

Price,

exclusive

of

investment

management

fees

payable,

are

presented

net

on

the

accompanying

Statement

of

Assets

and

Liabilities.

Additionally,

the

fund

is

one

of

several

mutual

funds

in

which

certain

college

savings

plans

managed

by

Price

Associates may

invest.

As

approved

by

the

fund’s

Board

of

Directors,

shareholder

servicing

costs

associated

with

each

college

savings

plan

are

borne

by

the

fund

in

proportion

to

the

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Price

has

agreed

to waive/reimburse

shareholder

servicing

costs in

excess

of

0.05%

of

the

fund’s

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Any

amounts

waived/paid

by

Price

under

this

voluntary

agreement

are

not

subject

to

repayment

by

the

fund.

Price

may

amend

or

terminate

this

voluntary

arrangement

at

any

time

without

prior

notice.

For

the

year ended

December

31,

2022,

the

fund

was

charged $400,000 for

shareholder

servicing

costs

related

to

the

college

savings

plans, of

which

$263,000

was

for

services

provided

by

Price.

All

amounts

due

to

and

due

from

Price,

exclusive

of

investment

management

fees

payable,

are

I

Class

Z

Class

Expense

limitation/I

Class

Limit

0.05%

0.00%

Expense

limitation

date

04/30/24

N/A

(Waived)/repaid

during

the

period

($000s)

$—

$(32,013)

T.

ROWE

PRICE

Mid-Cap

Value

Fund

45

presented

net

on

the

accompanying

Statement

of

Assets

and

Liabilities. At

December

31,

2022,

approximately 7%

of

the

outstanding

shares

of

the

I

Class

were

held

by

college

savings

plans.

Mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

(collectively,

Price

Funds

and

accounts)

may

invest

in

the

fund.

No

Price

fund

or

account

may

invest

for

the

purpose

of

exercising

management

or

control

over

the

fund.

At

December

31,

2022,

approximately

100%

of

the

Z

Class’s

outstanding

shares

were

held

by

Price

Funds

and

accounts.

The fund

may

invest

its

cash

reserves

in

certain

open-end

management

investment

companies

managed

by

Price

Associates

and

considered

affiliates

of

the

fund:

the

T.

Rowe

Price

Government

Reserve

Fund

or

the

T.

Rowe

Price

Treasury

Reserve

Fund,

organized

as

money

market

funds

(together,

the

Price

Reserve

Funds).

The

Price

Reserve

Funds

are

offered

as

short-term

investment

options

to

mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

and

are

not

available

for

direct

purchase

by

members

of

the

public.

Cash

collateral

from

securities

lending,

if

any,

is

invested

in

the

T.

Rowe

Price

Government

Reserve Fund. The

Price

Reserve

Funds

pay

no

investment

management

fees.

The

fund may

participate

in

securities

purchase

and

sale

transactions

with

other

funds

or

accounts

advised

by

Price

Associates

(cross

trades),

in

accordance

with

procedures

adopted

by the

fund’s

Board

and

Securities

and

Exchange

Commission

rules,

which

require,

among

other

things,

that

such

purchase

and

sale

cross

trades

be

effected

at

the

independent

current

market

price

of

the

security.

During

the

year ended

December

31,

2022,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

Price

Associates

has

voluntarily

agreed

to

reimburse

the

fund

from

its

own

resources

on

a

monthly

basis

for

the

cost

of

investment

research

embedded

in

the

cost

of

the

fund’s

securities

trades.

This

agreement

may

be

rescinded

at

any

time.

For

the

year ended

December

31,

2022,

this

reimbursement

amounted

to

$374,000,

which

is

included

in

Net

realized

gain

(loss)

on

Securities

in

the

Statement

of

Operations.

NOTE

7

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war,

terrorism,

pandemics,

outbreaks

of

infectious

diseases,

and

similar

public

health

threats

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

the fund

invests.

Certain

events

may

cause

instability

across

global

markets,

including

reduced

liquidity

T.

ROWE

PRICE

Mid-Cap

Value

Fund

46

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others,

and

exacerbate

other

pre-existing

political,

social,

and

economic

risks.

Since

2020,

a

novel

strain

of

coronavirus

(COVID-19)

has

resulted

in

disruptions

to

global

business

activity

and

caused

significant

volatility

and

declines

in

global

financial

markets.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict

leading

to

economic

sanctions

being

imposed

on

Russia

and

certain

of

its

citizens,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

These

are

recent

examples

of

global

events

which

may

have

a

negative

impact

on

the

values

of

certain

portfolio

holdings

or

the

fund’s

overall

performance.

Management

is

actively

monitoring

the

risks

and

financial

impacts

arising

from

these

events.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

47

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Directors

and

Shareholders

of

T.

Rowe

Price

Mid–Cap

Value

Fund,

Inc.

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

portfolio

of

investments,

of

T.

Rowe

Price

Mid-Cap

Value

Fund,

Inc.

(the

"Fund")

as

of

December

31,

2022,

the

related

statement

of

operations

for

the

year

ended

December

31,

2022,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2022,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

periods

indicated

therein

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

December

31,

2022,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2022

and

the

financial

highlights

for

each

of

the

periods

indicated

therein,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

48

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2022

by

correspondence

with

the

custodians,

transfer

agent

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.   

PricewaterhouseCoopers

LLP

Baltimore,

Maryland

February

21,

2023

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

(continued)

T.

ROWE

PRICE

Mid-Cap

Value

Fund

49

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 12/31/22

We

are

providing

this

information

as

required

by

the

Internal

Revenue

Code.

The

amounts

shown

may

differ

from

those

elsewhere

in

this

report

because

of

differences

between

tax

and

financial

reporting

requirements.

The

fund’s

distributions

to

shareholders

included:

$79,167,000 from

short-term

capital

gains 

$1,603,666,000 from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%

For

taxable

non-corporate

shareholders,

$207,541,000 of

the

fund's

income

represents

qualified

dividend

income

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

For

corporate

shareholders,

$159,466,000

of

the

fund's

income

qualifies

for

the

dividends-received

deduction.  

For

individuals

and

certain

trusts

and

estates

which

are

entitled

to

claim

a

deduction

of

up

to

20%

of

their

combined

qualified

real

estate

investment

trust

(REIT)

dividends,

$19,081,000 of

the

fund's

income

qualifies

as

qualified

real

estate

investment

trust

(REIT)

dividends.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

50

INFORMATION

ON

PROXY

VOTING

POLICIES,

PROCEDURES,

AND

RECORDS

A

description

of

the

policies

and

procedures

used

by

T.

Rowe

Price

funds

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

is

available

in

each

fund’s

Statement

of

Additional

Information.

You

may

request

this

document

by

calling

1-800-225-5132

or

by

accessing

the

SEC’s

website,

sec.gov.

The

description

of

our

proxy

voting

policies

and

procedures

is

also

available

on

our

corporate

website.

To

access

it,

please

visit

the

following

Web

page:

https://www.troweprice.com/corporate/us/en/utility/policies.html

Scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Guidelines.”

Click

on

the

links

in

the

shaded

box.

Each

fund’s

most

recent

annual

proxy

voting

record

is

available

on

our

website

and

through

the

SEC’s

website.

To

access

it

through

T.

Rowe

Price,

visit

the

website

location

shown

above,

and

scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Records.”

Click

on

the

Proxy

Voting

Records

link

in

the

shaded

box.

HOW

TO

OBTAIN

QUARTERLY

PORTFOLIO

HOLDINGS

The

fund

files

a

complete

schedule

of

portfolio

holdings

with

the

Securities

and

Exchange

Commission

(SEC)

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

fund’s

reports

on

Form

N-PORT

are

available

electronically

on

the

SEC’s

website

(sec.gov).

In

addition,

most

T.

Rowe

Price

funds

disclose

their

first

and

third

fiscal

quarter-end

holdings

on

troweprice.com

.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

51

L

IQUIDITY

RISK

M

ANAGEMENT

P

ROGRAM

In

accordance

with

Rule

22e-4

(Liquidity

Rule)

under

the

Investment

Company

Act

of

1940,

as

amended,

the

fund

has

established

a

liquidity

risk

management

program

(Liquidity

Program)

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk,

which

generally

represents

the

risk

that

the

fund

would

not

be

able

to

meet

redemption

requests

without

significant

dilution

of

remaining

investors’

interests

in

the

fund.

The

fund’s

Board

of

Directors

(Board)

has

appointed

the

fund’s

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser),

as

the

administrator

of

the

Liquidity

Program.

As

administrator,

the

Adviser

is

responsible

for

overseeing

the

day-to-day

operations

of

the

Liquidity

Program

and,

among

other

things,

is

responsible

for

assessing,

managing,

and

reviewing

with

the

Board

at

least

annually

the

liquidity

risk

of

each

T.

Rowe

Price

fund.

The

Adviser

has

delegated

oversight

of

the

Liquidity

Program

to

a

Liquidity

Risk

Committee

(LRC),

which

is

a

cross-functional

committee

composed

of

personnel

from

multiple

departments

within

the

Adviser.

The

Liquidity Program’s principal

objectives

include

supporting

the T.

Rowe

Price

funds’ compliance

with

limits

on

investments

in

illiquid

assets

and

mitigating

the

risk

that

the

fund

will

be

unable to timely

meet

its

redemption

obligations. The

Liquidity

Program

also

includes

a

number

of

elements

that

support

the

management

and

assessment

of

liquidity

risk,

including

an

annual

assessment

of

factors

that

influence

the fund’s liquidity

and

the

periodic

classification

and

reclassification

of

a

fund’s

investments

into

categories

that

reflect

the

LRC’s

assessment

of

their

relative

liquidity

under

current

market

conditions.

Under

the

Liquidity

Program,

every

investment

held

by

the

fund

is

classified

at

least

monthly

into

one

of

four

liquidity

categories

based

on

estimations

of

the

investment’s

ability

to

be

sold

during

designated

time

frames

in

current

market

conditions

without

significantly

changing

the

investment’s

market

value.

As

required

by

the

Liquidity

Rule,

at

a

meeting

held

on

July

25,

2022,

the

Board

was

presented

with

an

annual

assessment

prepared

by

the

LRC,

on

behalf

of

the

Adviser,

that

addressed

the

operation

of

the

Liquidity

Program

and

assessed

its

adequacy

and

effectiveness

of

implementation,

including

any

material

changes

to

the

Liquidity

Program

and

the

determination

of

each

fund’s

Highly

Liquid

Investment

Minimum

(HLIM).

The

annual

assessment

included

consideration

of

the

following

factors,

as

applicable:

the

fund’s

investment

strategy

and

liquidity

of

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

including

whether

the

investment

strategy

is

appropriate

for

an

open-end

fund,

the

extent

to

which

the

strategy

involves

a

relatively

concentrated

portfolio

or

large

positions

in

particular

issuers,

and

the

use

of

borrowings

for

investment

purposes

and

derivatives;

short-term

and

long-term

cash

flow

projections

covering

both

normal

and

reasonably

foreseeable

stressed

conditions;

and

holdings

of

cash

and

cash

equivalents,

as

well

as

available

borrowing

arrangements.

T.

ROWE

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Value

Fund

52

For

the

fund

and

other

T.

Rowe

Price

funds,

the

annual

assessment

incorporated

a

report

related

to

a

fund’s

holdings,

shareholder

and

portfolio

concentration,

any

borrowings

during

the

period,

cash

flow

projections,

and

other

relevant

data

for

the

period

of

April

1,

2021,

through

March

31,

2022.

The

report

described

the

methodology

for

classifying

a

fund’s

investments

(including

any

derivative

transactions)

into

one

of

four

liquidity

categories,

as

well

as

the

percentage

of

a

fund’s

investments

assigned

to

each

category.

It

also

explained

the

methodology

for

establishing

a

fund’s

HLIM

and

noted

that

the

LRC

reviews

the

HLIM

assigned

to

each

fund

no

less

frequently

than

annually.

During

the

period

covered

by

the

annual

assessment,

the

LRC

has

concluded,

and

reported

to

the

Board,

that

the

Liquidity

Program

continues

to

operate

adequately

and

effectively

and

is

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk.

T.

ROWE

PRICE

Mid-Cap

Value

Fund

53

ABOUT

THE

FUND'S

DIRECTORS

AND

OFFICERS

Your

fund

is

overseen

by

a

Board

of

Directors

(Board)

that

meets

regularly

to

review

a

wide

variety

of

matters

affecting

or

potentially

affecting

the

fund,

including

performance,

investment

programs,

compliance

matters,

advisory

fees

and

expenses,

service

providers,

and

business

and

regulatory

affairs.

The

Board

elects

the

fund’s

officers,

who

are

listed

in

the

final

table.

The

directors

who

are

also

employees

or

officers

of

T.

Rowe

Price

are

considered

to

be

“interested”

directors

as

defined

in

Section

2(a)(19)

of

the

1940

Act

because

of

their

relationships

with

T.

Rowe

Price

and

its

affiliates.

The

business

address

of

each

director

and

officer

is

100

East

Pratt

Street,

Baltimore,

Maryland

21202.

The

Statement

of

Additional

Information

includes

additional

information

about

the

fund

directors

and

is

available

without

charge

by

calling

a

T.

Rowe

Price

representative

at

1-800-638-5660.

INDEPENDENT

DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Teresa

Bryce

Bazemore

(1959)

2018

[205]

President

and

Chief

Executive

Officer,

Federal

Home

Loan

Bank

of

San

Francisco

(2021

to

present);

President,

Radian

Guaranty

(2008

to

2017);

Chief

Executive

Officer,

Bazemore

Consulting

LLC

(2018

to

2021);

Director,

Chimera

Investment

Corporation

(2017

to

2021);

Director,

First

Industrial

Realty

Trust

(2020

to

present);

Director,

Federal

Home

Loan

Bank

of

Pittsburgh

(2017

to

2019)

Ronald

J.

Daniels

(b)

(1959)

2018

[0]

President,

The

Johns

Hopkins

University

and

Professor,

Political

Science

Department,

The

Johns

Hopkins

University

(2009

to

present);

Director,

Lyndhurst

Holdings

(2015

to

present);

Director,

BridgeBio

Pharma,

Inc.

(2020

to

present)

Bruce

W.

Duncan

(1951)

2013

[205]

President,

Chief

Executive

Officer,

and

Director,

CyrusOne,

Inc.

(2020

to

2021);

Chief

Executive

Officer

and

Director

(2009

to

2016),

Chair

of

the

Board

(2016

to

2020),

and

President

(2009

to

2016),

First

Industrial

Realty

Trust,

owner

and

operator

of

industrial

properties;

Chair

of

the

Board

(2005

to

2016)

and

Director

(1999

to

2016),

Starwood

Hotels

&

Resorts,

a

hotel

and

leisure

company;

Member,

Investment

Company

Institute

Board

of

Governors

(2017

to

2019);

Member,

Independent

Directors

Council

Governing

Board

(2017

to

2019);

Senior

Advisor,

KKR

(2018

to

present);

Director,

Boston

Properties

(2016

to

present);

Director,

Marriott

International,

Inc.

(2016

to

2020)

Robert

J.

Gerrard,

Jr.

(1952)

2012

[205]

Advisory

Board

Member,

Pipeline

Crisis/Winning

Strategies,

a

collaborative

working

to

improve

opportunities

for

young

African

Americans

(1997

to

2016);

Chair

of

the

Board,

all

funds

(July

2018

to

present)

T.

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54

INTERESTED  DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Paul

F.

McBride

(1956)

2013

[205]

Advisory

Board

Member,

Vizzia

Technologies

(2015

to

present);

Board

Member,

Dunbar

Armored

(2012

to

2018)

Kellye

L.

Walker

(c)

(1966)

2021

[205]

Executive

Vice

President

and

Chief

Legal

Officer,

Eastman

Chemical

Company

(April

2020

to

present);

Executive

Vice

President

and

Chief

Legal

Officer,

Huntington

Ingalls

Industries,

Inc.

(January

2015

to

March

2020);

Director,

Lincoln

Electric

Company

(October

2020

to

present)

(a)

All

information

about

the

independent

directors

was

current

as

of

December

31,

2021,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

(b)

Effective

April

27,

2022,

Mr.

Daniels

resigned

from

his

role

as

an

independent

director

of

the

Price

Funds.

(c)

Effective

November

8,

2021,

Ms.

Walker

was

appointed

as

an

independent

director

of

the

Price

Funds.

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

David

Oestreicher

(1967)

2018

[205]

Director,

Vice

President,

and

Secretary,

T.

Rowe

Price,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.;

Director

and

Secretary,

T.

Rowe

Price

Investment

Management,

Inc.

(Price

Investment

Management);

Vice

President

and

Secretary,

T.

Rowe

Price

International

(Price

International);

Vice

President,

T.

Rowe

Price

Hong

Kong

(Price

Hong

Kong),

T. Rowe

Price

Japan

(Price

Japan),

and

T.

Rowe

Price

Singapore

(Price

Singapore);

General

Counsel,

Vice

President,

and

Secretary,

T.

Rowe

Price

Group,

Inc.;

Chair

of

the

Board,

Chief

Executive

Officer,

President,

and

Secretary,

T.

Rowe

Price

Trust

Company;

Principal

Executive

Officer

and

Executive

Vice

President,

all

funds

Robert

W.

Sharps,

CFA,

CPA

(b)

(1971)

2017

[0]

Director

and

Vice

President,

T.

Rowe

Price;

Director,

Price

Investment

Management;

Chief

Executive

Officer

and

President,

T.

Rowe

Price

Group,

Inc.;

Vice

President,

T.

Rowe

Price

Trust

Company

INDEPENDENT

DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

Mid-Cap

Value

Fund

55

OFFICERS

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Eric

L.

Veiel,

CFA

(1972)

2022

[205]

Director

and

Vice

President,

T.

Rowe

Price;

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

(a)

All

information

about

the

interested

directors

was

current

as

of

January

1,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

(b)

Effective

February

3,

2022,

Mr.

Sharps

resigned

from

his

role

as

an

interested

director

of

the

Price

Funds.

Name

(Year

of

Birth)

Position

Held

With

Mid-Cap

Value

Fund

Principal

Occupation(s) 

Stephanie

Beebe

(1990)

Vice

President

Employee,

T.

Rowe

Price;

formerly,

student,

The

Wharton

School,

University

of

Pennsylvania

(to

2020);

summer

intern,

T.

Rowe

Price

(2018);

Investment

Banking

Associate,

Bank

of

America

Merrill

Lynch

(to

2018)

Armando

(Dino)

Capasso

(1974)

Chief

Compliance

Officer

Chief

Compliance

Officer

and

Vice

President,

T.

Rowe

Price

and

Price

Investment

Management;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

formerly,

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

AST

Investment

Services,

Inc.

(ASTIS)

(to

2022);

Chief

Compliance

Officer,

PGIM

Retail

Funds

complex

and

Prudential

Insurance

Funds

(to

2022);

Vice

President

and

Deputy

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

ASTIS

(to

2019);

Senior

Vice

President

and

Senior

Counsel,

Pacific

Investment

Management

Company

LLC

(to

2017) 

Christopher

W.

Carlson

(1967)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Vincent

M.

DeAugustino

(1983)

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Alan

S.

Dupski,

CPA

(1982)

Principal

Financial

Officer,

Vice

President,

and

Treasurer

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

INTERESTED  DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

Mid-Cap

Value

Fund

56

Name

(Year

of

Birth)

Position

Held

With

Mid-Cap

Value

Fund

Principal

Occupation(s) 

Mark

S.

Finn,

CFA,

CPA

(1963)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Gary

J.

Greb

(1961)

Vice

President

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

Price

International,

and

T.

Rowe

Price

Trust

Company

Cheryl

Hampton,

CPA

(1969)

Vice

President

Vice

President,

T.

Rowe

Price;

formerly,

Tax

Director,

Invesco

Ltd.

(to

2021);

Vice

President,

Oppenheimer

Funds,

Inc.

(to

2019)

Ryan

S.

Hedrick,

CFA

(1980)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Nina

P.

Jones,

CPA

(1980)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Josepha

Kaufman  (1973)

Vice

President

Vice

President,

T.

Rowe

Price;

formerly,

Managing

Director,

Senior

Analyst,

Epoch

Investment

Partners

(to

2021)

Benjamin

Kersse,

CPA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

Paul

J.

Krug,

CPA

(1964)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Priyal

Maniar,

CFA

(1991)

Vice

President

Vice

President,

T.

Rowe

Price;

formerly,

Senior

Research

Analyst,

Brandywine

Global

(to

2021)

Heather

K.

McPherson,

CPA

(1967)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Andy

Peters

(1988)

Vice

President

Employee,

T.

Rowe

Price

Fran

M.

Pollack-Matz

(1961)

Vice

President

and

Secretary 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Investment

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.

Shannon

H.

Rauser

(1987)

Assistant

Secretary 

Assistant

Vice

President,

T.

Rowe

Price

Melanie

A.

Rizzo

(1982)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Gabriel

Solomon

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Mid-Cap

Value

Fund

57

Name

(Year

of

Birth)

Position

Held

With

Mid-Cap

Value

Fund

Principal

Occupation(s) 

Megan

Warren

(1968)

Vice

President

OFAC

Sanctions

Compliance

Officer

and

Vice

President,

Price

Investment

Management;

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Justin

P.

White 

(1981)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

Rowe

Price

Investment

Services,

Inc.

|

100

East

Pratt

Street

|

Baltimore,

MD

21202-1009

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All

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Rowe

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Advisory

Services,

Inc.,

a

registered

investment

adviser

under

the

Investment

Advisers

Act

of

1940.

Brokerage

services

are

provided

by

T.

Rowe

Price

Investment

Services,

Inc.,

member

FINRA/SIPC.

Brokerage

accounts

are

carried

by

Pershing

LLC,

a

BNY

Mellon

Company,

member

NYSE/FINRA/SIPC.

T.

Rowe

Price

Advisory

Services,

Inc.,

and

T.

Rowe

Price

Investment

Services,

Inc.,

are

affiliated

companies.

2

Brokerage

services

are

provided

by

T.

Rowe

Price

Investment

Services,

Inc.,

member

FINRA/SIPC.

Brokerage

accounts

are

carried

by

Pershing

LLC,

a

BNY

Mellon

Company,

member

NYSE/FINRA/SIPC.

202302-2582722

F115-050

2/23

Item 1. (b) Notice pursuant to Rule 30e-3.

Not applicable.

Item 2. Code of Ethics.

The registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Directors has determined that Ms. Teresa Bryce Bazemore qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Bazemore is considered independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) – (d)    Aggregate fees billed for the last two fiscal years for professional services rendered to, or on behalf of, the registrant by the registrant’s principal accountant were as follows:

	2022		2021
Audit Fees	$	21,734	$	21,172
Audit-Related Fees		-		-
Tax Fees		-		1,540
All Other Fees		-		-

Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant’s pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant’s Board of Directors/Trustees.

(e)(1) The registrant’s audit committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted.

  (2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $2,037,000 and $3,732,000, respectively.

(h) All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, these services were considered by the registrant’s audit committee in maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b) The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1)	The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is attached.
(2)	Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
(3)	Written solicitation to repurchase securities issued by closed-end companies: not applicable.
(b)	A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

T. Rowe Price Mid-Cap Value Fund, Inc.

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 21, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 21, 2023
By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	February 21, 2023