T. Rowe Price Institutional Equity Funds 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: 811-07639

T. Rowe Price Equity Funds, 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

Annual

REPORT

December

31,

2022

Institutional

Large-Cap

Core

Growth

Fund

T.

ROWE

PRICE

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

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

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

HIGHLIGHTS

The

Institutional

Large-Cap

Core

Growth

Fund

generated

a

negative

absolute

return

in

the

12-month

period

ended

December

31,

2022.

The

fund

underperformed

its

benchmark,

the

S&P

500

Index,

and

also

lagged

the

style-specific

Russell

1000

Growth

Index.

The

fund

also

trailed

its

peer

group,

the

Lipper

Large-Cap

Growth

Funds

Index.

Major

U.S.

stock

indexes

fell

sharply

in

2022,

the

worst

year

for

equities

since

the

2008

global

financial

crisis.

Investors

moved

out

of

riskier

assets

in

response

to

deteriorating

macroeconomic

conditions

and

the

Federal

Reserve’s

attempt

to

fight

elevated

inflation

through

short-term

interest

rate

increases,

driving

equities

downward

with

a

high

degree

of

correlation.

The

fund’s

top

sector

allocations

are

in

information

technology,

health

care,

and

consumer

discretionary.

Despite

significant

macroeconomic

headwinds

and

expectations

of

further

volatility

in

the

coming

year,

we

continue

to

stay

true

to

our

growth

targets.

Given

the

growth

rallies

that

have

followed

positive

incremental

news

around

inflation

early

in

the

third

quarter

and

again

in

November,

there

is

reason

to

believe

that

once

inflation

begins

to

moderate

in

a

sustained

manner,

many

of

our

high-conviction

hold-

ings

could

experience

a

hard

rebound.

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

Institutional

Large-Cap

Core

Growth

Fund

Market

Commentary

1

Dear

Investor

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

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

Institutional

Large-Cap

Core

Growth

Fund

Management’s

Discussion

of

Fund

Performance

2

INVESTMENT

OBJECTIVE 

The

fund

seeks

to

provide

long-term

capital

growth

through

investments

in

the

common

stocks

of

large-cap

growth

companies.

FUND

COMMENTARY

How

did

the

fund

perform

in

the

past 12

months?

The

Institutional

Large-Cap

Core

Growth

Fund

returned

-38.45%

in

the

12-month

period

ended

December

31,

2022.

The

fund

underperformed

its

benchmark,

the

S&P

500

Index,

and

also

lagged

the

style-specific

Russell

1000

Growth

Index.

The

fund

also

trailed

its

peer

group,

the

Lipper

Large-Cap

Growth

Funds

Index.

(

Past

performance

cannot

guarantee

future

results

.)

What

factors

influenced

the

fund’s

performance?

Major

U.S.

stock

indexes

fell

sharply

in

2022,

the

worst

year

for

equities

since

the

2008

global

financial

crisis.

Investors

moved

out

of

riskier

assets

in

response

to

deteriorating

macroeconomic

conditions

and

the

Federal

Reserve’s

attempt

to

fight

elevated

inflation

through

short-term

interest

rate

increases,

driving

equities

downward

with

a

high

degree

of

correlation.

Several

of

our

high-conviction

ideas

finished

the

year

significantly

lower,

particularly

names

in

digital

advertising,

where

the

degree

of

cyclicality

was

greater

than

initially

thought,

as

evidenced

by

deteriorating

demand

in

response

to

worsening

economic

conditions.

However,

there

were

select

bright

spots

in

the

portfolio

as

some

of

our

holdings

weathered

the

market

downturn

admirably.

Communication

services

detracted

the

most

from

relative

performance

as

a

one-two

punch

in

the

form

of

Apple

iOS

privacy

changes

and

a

macro-related

decrease

in

advertising

spending

weighed

on

select

digital

advertising

platforms.

These

twin

developments

sent

shares

of

Meta

Platforms

lower,

as

did

the

company’s

announcement

of

a

material

step-up

in

investments

around

its

metaverse

initiative,

which

was

seemingly

the

opposite

of

what

investors

hoped

to

hear

regarding

cost

discipline.

Shares

of

Snap

Inc.

also

suffered

as

a

result

of

slowing

demand

for

its

online

ad

platform

and

signal

loss

from

privacy

policy

changes.

Additionally,

increasing

competitive

pressures

in

the

short-form

video

space

began

to

erode

the

company’s

engagement

metrics,

weighing

further

on

the

stock.

(Please

refer

to

our

portfolio

of

investments

for

a

complete

list

of

holdings

and

the

amount

each

represents

in

the

portfolio.)

Consumer

discretionary

also

hurt

returns

as

deteriorating

consumer

demand

exerted

an

outsized

effect

on

the

sector.

Shares

of

Amazon.com,

one

of

our

largest

holdings,

traded

lower

in

response

to

deceleration

within

both

its

e-commerce

and

Amazon

Web

Services

segments

as

consumer

confidence

and

enterprise

cloud

spending

softened

due

to

macro

concerns.

The

company

also

disappointed

in

terms

of

cost-

control

efforts

that

fell

short

of

targets,

with

its

bloated

logistics

footprint

continuing

to

weigh

on

profitability.

The

automobiles

industry

was

a

further

source

of

pain

in

the

sector.

Shares

of

Carvana

fell

amid

a

challenging

backdrop

that

included

supply

constraints,

affordability

concerns

for

consumers

given

rising

used

car

prices

and

higher

financing

rates,

and

concerns

around

the

company’s

liquidity

runway.

Electric

vehicle

(EV)

manufacturers

Tesla

and

Rivian

Automotive

also

came

under

significant

pressure

as

weakening

consumer

spending

weighed

on

near-term

demand

for

EVs.

On

the

positive

side,

our

overweight

position

in

Ross

Stores

contributed

as

the

off-price

retailer

appeared

to

receive

support

from

heightened

expectations

of

an

economic

downturn

and

projections

that

it

may

benefit

from

changing

consumer

behavior.

The

information

technology

(IT)

sector

was

also

a

source

of

weakness

for

the

portfolio

as

inflation

fears

and

rising

rates

led

business

to

rein

in

spending.

Shares

of

Atlassian

fell

after

the

company

announced

disappointing

quarterly

earnings

in

November;

investors

reacted

negatively

to

its

slower-than-

expected

seat

expansions

as

well

as

company

management’s

reduction

in

cloud

growth

guidance

for

2023.

ServiceNow

was

also

pressured

by

enterprises

applying

additional

scrutiny

to

IT

budgets,

elongating

the

company’s

sales

cycle

and

pushing

deals

out

into

future

quarters.

Several

of

our

best

ideas

in

2022

were

in

the

health

care

sector.

An

overweight

exposure

to

Eli

Lilly

added

value

as

the

pharmaceutical

giant

benefited

from

increased

optimism

around

its

treatments

for

obesity

and

Alzheimer’s,

both

of

which

have

significant

commercial

opportunities.

Managed

care

was

a

source

of

strength

during

the

year

as

investors

rotated

into

the

space,

thanks

to

its

defensive

characteristics

and

solid

fundamentals.

One

of

our

largest

positions,

UnitedHealth

Group,

finished

the

year

higher.

Investors

rewarded

the

firm

for

significant

improvements

in

health

care

utilization

trends

and

robust

growth

in

its

Optum

segment.

PERFORMANCE

COMPARISON

Total

Return

Periods

Ended

12/31/22

6

Months

12

Months

Institutional

Large-Cap

Core

Growth

Fund

-6.43‌%

-38.45‌%

S&P

500

Index

2.31‌

-18.11‌

Russell

1000

Growth

Index

-1.48‌

-29.14‌

Lipper

Large-Cap

Growth

Funds

Index

-1.59‌

-32.03‌

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

3

How

is

the

fund

positioned?

Communication

services

was

a

large

source

of

selling

activity

during

the

year,

particularly

in

the

digital

advertising

space.

We

sold

shares

of

Alphabet

in

order

to

manage

position

size

amid

reduced

near-term

risk/reward

trade-off.

The

core

Google

Search

business

continues

to

benefit

from

“safest

port

in

the

storm”

appeal,

demonstrating

impressive

resilience

amid

the

broad

macro-related

digital

advertising

slowdown;

however,

that

resilience

was

overshadowed

by

a

lack

of

urgency

with

respect

to

establishing

the

adequate

cost

controls

needed

to

preserve

near-term

earnings

power.

We

also

curtailed

our

position

in

Meta

Platforms

due

to

near-term

weakness

in

advertising

demand

and

concerns

regarding

capital

allocation.

Meta

remains

one

of

two

leading

platforms

that

we

expect

to

benefit

from

a

multi-decade

transition

from

offline

to

online

advertising

and

offers

investors

a

rare

combination

of

scale,

growth,

and

profitability

at

an

attractive

valuation

with

multiple

catalysts

that

include

a

collection

of

under-monetized

surfaces

and

social

commerce

initiatives.

Information

technology

is

our

largest

sector

allocation;

however,

we

were

net

sellers

in

the

sector

during

the

year.

We

sold

shares

of

Microsoft

in

order

to

manage

position

size

as

it

contends

with

macroeconomic

weakness

and

the

potential

for

softening

IT

spending,

but

we

maintain

a

favorable

view

of

the

company.

We

remain

impressed

with

Microsoft’s

Azure

cloud

computing

segment,

which

has

become

hugely

additive

to

the

company’s

overall

business.

Azure’s

strong

performance

has

been

complemented

by

an

expansion

in

on-premises

data

center

software.

We

continue

to

appreciate

Microsoft’s

smart

capital

allocation

and

the

potential

of

its

push

into

analytics

and

artificial

intelligence.

We

also

trimmed

our

stake

in

Fortinet,

the

second-largest

global

network

security

provider

to

enterprise

and

telecom

service

providers.

We

sold

shares

in

order

to

allocate

funds

to

more

attractive

investment

opportunities

elsewhere

in

the

portfolio.

Over

the

long

term,

we

still

view

Fortinet

as

a

share

gainer

in

a

high-growth

industry

with

a

technological

advantage

that

should

enable

higher

sustainable

free

cash

flow

and

operating

margins

than

its

peers.

Conversely,

we

found

buying

opportunities

in

the

financials

sector,

particularly

the

insurance

industry,

which

we

believe

should

provide

some

defensive

characteristics

and

grow

earnings

despite

broader

economic

headwinds.

We

increased

our

positions

in

Chubb

and

Marsh

&

McLennan.

We

expect

both

to

provide

strong,

double-digit

earnings

growth

in

the

coming

years,

with

the

former

benefiting

from

a

rising

property

and

casualty

insurance

pricing

cycle

and

rising

interest

rates

that

boost

investment

income,

while

the

latter

benefits

from

a

consolidated

industry

structure,

highly

recurring

revenues,

and

predictable

costs.

The

portfolio’s

second-largest

sector

weight

is

health

care,

where

we

continue

to

emphasize

select

managed

care

names

positioned

to

benefit

from

industry

consolidation

and

the

increasing

focus

on

providing

cost-effective

solutions.

During

the

year,

we

added

to

our

stake

in

UnitedHealth

Group;

we

believe

the

managed

care

giant’s

ability

to

provide

steady

growth

is

underappreciated

by

the

market.

We

view

the

company

as

well

positioned,

thanks

to

its

leadership

in

the

fast-growing

Medicare

Advantage

market,

as

well

as

its

Optum

business,

which

captures

a

larger

share

of

health

care

spending

by

providing

services

like

value-based

care

delivery,

analytics,

and

prescriptions

in

a

cost-effective

manner

that

results

in

better

outcomes

for

patients.

Additionally,

we

initiated

a

position

in

Elevance

Health,

a

diversified

U.S.

managed

care

company

that

operates

Blue

Cross

Blue

Shield

insurance

plans

across

multiple

states

and

has

a

sizable

and

growing

business

from

Medicaid

and

Medicare

Advantage

plans.

We

think

Elevance

offers

an

attractive

mix

of

company-specific

growth

drivers

while

operating

in

a

structurally

growing

industry,

all

at

a

compelling

valuation

when

considering

the

company’s

room

for

improving

returns

and

long

runway

for

growth.

SECTOR

DIVERSIFICATION

Percent

of

Net

Assets

6/30/22

12/31/22

Information

Technology

44.0‌%

47.2‌%

Health

Care

13.3‌ 

16.7‌ 

Consumer

Discretionary

19.0‌ 

14.4‌ 

Communication

Services

17.7‌ 

12.8‌ 

Financials

3.3‌ 

5.2‌ 

Industrials

and

Business

Services

1.2‌ 

2.1‌ 

Materials

0.9‌ 

1.3‌ 

Real

Estate

0.1‌ 

0.0‌ 

Consumer

Staples

0.0‌ 

0.0‌ 

Energy

0.0‌ 

0.0‌ 

Utilities

0.0‌ 

0.0‌ 

Other

and

Reserves

0.5‌ 

0.3‌ 

Total

100.0‌%

100.0‌%

Historical

weightings

reflect

current

industry/sector

classifications.

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

4

What

is

portfolio

management’s

outlook?

Signs

of

cooling

inflation

are

a

welcomed

sight,

but

labor

markets

remain

tight,

likely

forcing

the

Fed

to

maintain

a

“higher

for

longer”

posture.

We

expect

continued

volatility

in

2023

as

the

effects

of

Fed

actions

take

hold

and

it

assesses

its

course

of

action;

however,

with

many

of

our

companies

already

having

taken

their

medicine

in

the

form

of

earnings

revisions

and

with

an

eventual

unwinding

of

economic

tightening

to

come,

the

worst

is

likely

behind

us

with

better

days

ahead

for

growth

stocks.

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

Institutional

Large-Cap

Core

Growth

Fund

5

RISKS

OF

INVESTING

IN

THE

FUND

RISKS

OF

STOCK

INVESTING

The

fund’s

share

price

can

fall

because

of

weakness

in

the

stock

markets,

a

particular

industry,

or

specific

holdings.

Stock

markets

can

decline

for

many

reasons,

including

adverse

political

or

economic

developments,

changes

in

investor

psychology,

or

heavy

institutional

selling.

The

prospects

for

an

industry

or

company

may

deteriorate

because

of

a

variety

of

factors,

including

disappointing

earnings

or

changes

in

the

competitive

environment.

In

addition,

the

investment

manager’s

assessment

of

companies

held

in

a

fund

may

prove

incorrect,

resulting

in

losses

or

poor

performance

even

in

rising

markets.

RISKS

OF

GROWTH

INVESTING

Growth

stocks

can

be

volatile

for

several

reasons.

Since

these

companies

usually

invest

a

high

portion

of

earnings

in

their

businesses,

they

may

lack

the

dividends

of

value

stocks

that

can

cushion

stock

prices

in

a

falling

market.

Also,

earnings

disappointments

often

lead

to

sharply

falling

prices

because

investors

buy

growth

stocks

in

anticipation

of

superior

earnings

growth.

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.

Note:

The

S&P

500

Index

is

a

product

of

S&P

Dow

Jones

Indices

LLC,

a

division

of

S&P

Global,

or

its

affiliates

(“SPDJI”)

and

has

been

licensed

for

use

by

T.

Rowe

Price.

Standard

&  Poor’s

®

and

S&P

®

 are

registered

trademarks of

Standard

&

Poor’s

Financial

Services

LLC,

a

division

of

S&P

Global (“S&P”);

Dow

Jones

®

is

a

registered

trademark

of

Dow

Jones

Trademark

Holdings

LLC

(“Dow

Jones”);

T.

Rowe

Price

is

not

sponsored,

endorsed,

sold

or

promoted

by

SPDJI,

Dow

Jones,

S&P,

or

their

respective

affiliates,

and

none

of

such

parties

make

any

representation

regarding

the

advisability

of

investing

in

such

product(s)

nor

do

they

have

any

liability

for

any

errors,

omissions,

or

interruptions

of

the

S&P

500

Index.

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

12/31/22

Microsoft

13.3‌%

Apple

9.8‌ 

Alphabet

7.8‌ 

Amazon.com

6.8‌ 

UnitedHealth

Group

5.2‌ 

Visa

3.8‌ 

Mastercard

3.2‌ 

NVIDIA

2.8‌ 

Eli

Lilly

2.5‌ 

ServiceNow

2.4‌ 

Intuitive

Surgical

1.8‌ 

Intuit

1.8‌ 

Meta

Platforms

1.7‌ 

Danaher

1.7‌ 

ASML

Holding

1.4‌ 

Ross

Stores

1.4‌ 

Goldman

Sachs

Group

1.3‌ 

Synopsys

1.2‌ 

Dollar

General

1.2‌ 

Chubb

1.2‌ 

Tesla

1.2‌ 

Thermo

Fisher

Scientific

1.2‌ 

Humana

1.1‌ 

Netflix

1.1‌ 

T-Mobile

U.S.

1.1‌ 

Total

78.0‌%

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

Institutional

Large-Cap

Core

Growth

Fund

6

GROWTH

OF

$1

MILLION 

This

chart

shows

the

value

of

a

hypothetical

$1

million

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.

INSTITUTIONAL

LARGE-CAP

CORE

GROWTH

FUND

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

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.

Actual

Expenses

The

first

line

of

the

following

table

(Actual)

provides

information

about

actual

account

values

and

actual

expenses.

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.

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.

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.

Periods

Ended

12/31/22

1

Year

5

Years

10

Years

Institutional

Large-Cap

Core

Growth

Fund

-38.45‌%

5.38‌%

11.94‌%

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

contact

a

T.

Rowe

Price

representative

at

1-800-638-8790.

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

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

distributions

or

the

redemption

of

shares.

When

assessing

performance,

investors

should

consider

both

short-

and

long-term

returns.  

Institutional

Large-Cap

Core

Growth

Fund

0.57‌%

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

Institutional

Large-Cap

Core

Growth

Fund

7

INSTITUTIONAL

LARGE-CAP

CORE

GROWTH

FUND

Beginning

Account

Value

7/1/22

Ending

Account

Value

12/31/22

Expenses

Paid

During

Period*

7/1/22

to

12/31/22

Actual

$1,000.00

$935.70

$2.78

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.33

  2.91

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period

(0.57%),

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.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

Financial

Highlights

8

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

70.46‌

$

65.18‌

$

48.68‌

$

37.63‌

$

37.43‌

Investment

activities

Net

investment

income

(loss)

(1)(2)

(0.03‌)

(0.17‌)

(0.07‌)

0.09‌

0.09‌

Net

realized

and

unrealized

gain/loss

(27.06‌)

11.66‌

16.96‌

11.25‌

0.73‌

Total

from

investment

activities

(27.09‌)

11.49‌

16.89‌

11.34‌

0.82‌

Distributions

Net

investment

income

–‌

–‌

(0.02‌)

(0.09‌)

(0.06‌)

Net

realized

gain

(1.82‌)

(6.21‌)

(0.37‌)

(0.20‌)

(0.56‌)

Total

distributions

(1.82‌)

(6.21‌)

(0.39‌)

(0.29‌)

(0.62‌)

NET

ASSET

VALUE

End

of

period

$

41.55‌

$

70.46‌

$

65.18‌

$

48.68‌

$

37.63‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(38.45‌)%

17.89‌%

34.69‌%

30.15‌%

2.17‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/payments

by

Price

Associates

0.56‌%

0.57‌%

0.56‌%

0.56‌%

0.56‌%

Net

expenses

after

waivers/payments

by

Price

Associates

0.56‌%

0.57‌%

0.56‌%

0.56‌%

0.56‌%

Net

investment

income

(loss)

(0.06‌)%

(0.24‌)%

(0.13‌)%

0.20‌%

0.22‌%

Portfolio

turnover

rate

14.4‌%

40.4‌%

30.4‌%

37.1‌%

27.4‌%

Net

assets,

end

of

period

(in

millions)

$

3,028‌

$

6,419‌

$

6,029‌

$

4,419‌

$

3,461‌

(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

Institutional

Large-Cap

Core

Growth

Fund

December

31,

2022

9

Portfolio

of

Investments

‡

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

COMMON

STOCKS

99.4%

COMMUNICATION

SERVICES

12.8%

Entertainment

1.8%

Netflix (1)

111,349‌

32,835‌

Sea,

ADR  (1)

244,245‌

12,708‌

Walt

Disney  (1)

106,709‌

9,271‌

54,814‌

Interactive

Media

&

Services

9.9%

Alphabet,

Class

A  (1)

340,731‌

30,063‌

Alphabet,

Class

C  (1)

2,305,416‌

204,560‌

Meta

Platforms,

Class

A  (1)

427,127‌

51,400‌

Tencent

Holdings

(HKD) 

326,000‌

13,822‌

299,845‌

Wireless

Telecommunication

Services

1.1%

T-Mobile

U.S.  (1)

233,108‌

32,635‌

32,635‌

Total

Communication

Services

387,294‌

CONSUMER

DISCRETIONARY

14.5%

Automobiles

1.2%

Tesla (1)

286,447‌

35,285‌

35,285‌

Hotels,

Restaurants

&

Leisure

1.8%

Booking

Holdings  (1)

11,775‌

23,730‌

Chipotle

Mexican

Grill  (1)

21,422‌

29,723‌

53,453‌

Internet

&

Direct

Marketing

Retail

7.0%

Amazon.com (1)

2,450,906‌

205,876‌

DoorDash,

Class

A  (1)

131,419‌

6,416‌

212,292‌

Multiline

Retail

1.2%

Dollar

General 

150,487‌

37,057‌

37,057‌

Specialty

Retail

1.6%

Ross

Stores 

355,417‌

41,253‌

TJX 

88,425‌

7,039‌

48,292‌

Textiles,

Apparel

&

Luxury

Goods

1.7%

Lululemon

Athletica  (1)

68,524‌

21,954‌

NIKE,

Class

B 

250,764‌

29,342‌

51,296‌

Total

Consumer

Discretionary

437,675‌

FINANCIALS

5.2%

Capital

Markets

3.2%

Charles

Schwab 

353,430‌

29,426‌

Goldman

Sachs

Group 

114,441‌

39,297‌

MSCI 

12,918‌

6,009‌

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

S&P

Global 

66,050‌

22,123‌

96,855‌

Insurance

2.0%

Chubb 

165,603‌

36,532‌

Marsh

&

McLennan 

139,957‌

23,160‌

59,692‌

Total

Financials

156,547‌

HEALTH

CARE

16.7%

Health

Care

Equipment

&

Supplies

3.0%

Align

Technology  (1)

15,655‌

3,302‌

Intuitive

Surgical  (1)

211,306‌

56,070‌

Stryker 

104,196‌

25,475‌

Teleflex 

25,287‌

6,312‌

91,159‌

Health

Care

Providers

&

Services

7.0%

Elevance

Health 

40,637‌

20,846‌

Humana 

67,876‌

34,765‌

UnitedHealth

Group 

294,911‌

156,356‌

211,967‌

Health

Care

Technology

0.3%

Veeva

Systems,

Class

A  (1)

49,440‌

7,979‌

7,979‌

Life

Sciences

Tools

&

Services

2.8%

Danaher 

193,099‌

51,252‌

Thermo

Fisher

Scientific 

63,614‌

35,032‌

86,284‌

Pharmaceuticals

3.6%

AstraZeneca,

ADR 

190,865‌

12,940‌

Eli

Lilly 

207,820‌

76,029‌

Zoetis 

138,012‌

20,226‌

109,195‌

Total

Health

Care

506,584‌

INDUSTRIALS

&

BUSINESS

SERVICES

2.0%

Commercial

Services

&

Supplies

0.2%

Cintas 

15,593‌

7,042‌

7,042‌

Industrial

Conglomerates

1.3%

General

Electric 

160,412‌

13,441‌

Roper

Technologies 

61,445‌

26,550‌

39,991‌

Professional

Services

0.1%

TransUnion 

60,559‌

3,437‌

3,437‌

Road

&

Rail

0.4%

Old

Dominion

Freight

Line 

44,265‌

12,561‌

12,561‌

Total

Industrials

&

Business

Services

63,031‌

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

10

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

INFORMATION

TECHNOLOGY

46.9%

Electronic

Equipment,

Instruments

&

Components

0.2%

TE

Connectivity 

59,150‌

6,790‌

6,790‌

IT

Services

9.3%

Adyen

(EUR)  (1)

6,115‌

8,489‌

Affirm

Holdings  (1)(2)

176,603‌

1,708‌

ANT

International,

Class

C,

Acquisition

Date:

6/7/18,

Cost $6,963  (1)(3)(4)

1,826,940‌

3,709‌

Block,

Class

A  (1)

188,515‌

11,846‌

Mastercard,

Class

A 

278,346‌

96,789‌

MongoDB  (1)

72,534‌

14,278‌

PayPal

Holdings  (1)

89,277‌

6,358‌

Shopify,

Class

A  (1)

380,093‌

13,193‌

Snowflake,

Class

A  (1)

50,518‌

7,251‌

Visa,

Class

A 

561,435‌

116,644‌

280,265‌

Semiconductors

&

Semiconductor

Equipment

7.3%

Advanced

Micro

Devices  (1)

421,859‌

27,324‌

ASML

Holding 

80,413‌

43,938‌

Lam

Research 

12,886‌

5,416‌

Marvell

Technology 

290,622‌

10,765‌

Monolithic

Power

Systems 

48,723‌

17,229‌

NVIDIA 

581,117‌

84,924‌

Taiwan

Semiconductor

Manufacturing,

ADR 

141,216‌

10,519‌

Texas

Instruments 

132,157‌

21,835‌

221,950‌

Software

20.3%

Atlassian,

Class

A  (1)

97,722‌

12,575‌

Bill.com

Holdings  (1)

115,808‌

12,618‌

Canva,

Acquisition

Date:

8/16/21

-

12/17/21,

Cost $6,320  (1)(3)(4)

3,708‌

2,046‌

Confluent,

Class

A  (1)

186,434‌

4,146‌

Crowdstrike

Holdings,

Class

A  (1)

42,641‌

4,490‌

Datadog,

Class

A  (1)

77,905‌

5,726‌

Fortinet  (1)

62,893‌

3,075‌

Gusto,

Acquisition

Date:

10/4/21,

Cost $2,092  (1)(3)(4)

72,683‌

1,369‌

Intuit 

137,021‌

53,331‌

Microsoft 

1,676,389‌

402,032‌

Paycom

Software  (1)

11,366‌

3,527‌

ServiceNow  (1)

185,488‌

72,019‌

Synopsys  (1)

117,623‌

37,556‌

614,510‌

Technology

Hardware,

Storage

&

Peripherals

9.8%

Apple 

2,289,653‌

297,495‌

297,495‌

Total

Information

Technology

1,421,010‌

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

MATERIALS

1.3%

Chemicals

1.3%

Linde 

61,268‌

19,984‌

Sherwin-Williams 

80,142‌

19,020‌

Total

Materials

39,004‌

Total

Common

Stocks

(Cost

$1,777,762)

3,011,145‌

CONVERTIBLE

PREFERRED

STOCKS

0.3%

INFORMATION

TECHNOLOGY

0.3%

Software

0.3%

Canva,

Series

A,

Acquisition

Date:

11/4/21

-

12/17/21,

Cost $397  (1)(3)

(4)

233‌

129‌

Canva,

Series

A-3,

Acquisition

Date:

11/4/21

-

12/17/21,

Cost $44  (1)(3)(4)

26‌

14‌

Canva,

Series

A-4,

Acquisition

Date:

12/17/21,

Cost $3  (1)(3)(4)

2‌

1‌

Databricks,

Series

G,

Acquisition

Date:

2/1/21,

Cost $1,958  (1)(3)(4)

33,114‌

1,987‌

Databricks,

Series

H,

Acquisition

Date:

8/31/21,

Cost $5,925  (1)(3)(4)

80,631‌

4,838‌

Gusto,

Series

E,

Acquisition

Date:

7/13/21,

Cost $2,990  (1)(3)(4)

98,373‌

1,852‌

Total

Information

Technology

8,821‌

Total

Convertible

Preferred

Stocks

(Cost

$11,318)

8,821‌

CORPORATE

BONDS

0.2%

Carvana,

10.25%,

5/1/30  (5)

10,080,000‌

4,813‌

Total

Corporate

Bonds

(Cost

$10,080)

4,813‌

SHORT-TERM

INVESTMENTS

0.3%

Money

Market

Funds

0.3%

T.

Rowe

Price

Government

Reserve

Fund,

4.30%  (6)(7)

8,389,090‌

8,389‌

Total

Short-Term

Investments

(Cost

$8,389)

8,389‌

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

11

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

SECURITIES

LENDING

COLLATERAL

0.0%

INVESTMENTS

IN

A

POOLED

ACCOUNT

THROUGH

SECURITIES

LENDING

PROGRAM

WITH

STATE

STREET

BANK

AND

TRUST

COMPANY

0.0%

Money

Market

Funds

0.0%

T.

Rowe

Price

Government

Reserve

Fund,

4.30%  (6)(7)

890,430‌

890‌

Total

Investments

in

a

Pooled

Account

through

Securities

Lending

Program

with

State

Street

Bank

and

Trust

Company

890‌

Total

Securities

Lending

Collateral

(Cost

$890)

890‌

Total

Investments

in

Securities

100.2%

of

Net

Assets

(Cost

$1,808,439)

$

3,034,058‌

‡

Shares/Par

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

Non-income

producing

(2)

See

Note

3.

All

or

a

portion

of

this

security

is

on

loan

at

December

31,

2022.

(3)

See

Note

2.

Level

3

in

fair

value

hierarchy.

(4)

Security

cannot

be

offered

for

public

resale

without

first

being

registered

under

the

Securities

Act

of

1933

and

related

rules

("restricted

security").

Acquisition

date

represents

the

day

on

which

an

enforceable

right

to

acquire

such

security

is

obtained

and

is

presented

along

with

related

cost

in

the

security

description.

The

fund

may

have

registration

rights

for

certain

restricted

securities.

Any

costs

related

to

such

registration

are

generally

borne

by

the

issuer.

The

aggregate

value

of

restricted

securities

(excluding

144A

holdings)

at

period

end

amounts

to

$15,945

and

represents

0.5%

of

net

assets.

(5)

Security

was

purchased

pursuant

to

Rule

144A

under

the

Securities

Act

of

1933

and

may

be

resold

in

transactions

exempt

from

registration

only

to

qualified

institutional

buyers.

Total

value

of

such

securities

at

period-end

amounts

to

$4,813

and

represents

0.2%

of

net

assets.

(6)

Seven-day

yield

(7)

Affiliated

Companies

ADR

American

Depositary

Receipts

EUR

Euro

HKD

Hong

Kong

Dollar

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

12

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

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

T.

Rowe

Price

Government

Reserve

Fund,

4.30%

$

—‌

$

—‌

$

248‌++

Totals

$

—‌#

$

—‌

$

248‌+

Supplementary

Investment

Schedule

Affiliate

Value

12/31/21

Purchase

Cost

Sales

Cost

Value

12/31/22

T.

Rowe

Price

Government

Reserve

Fund,

4.30%

$

10,983‌

 ¤

  ¤

$

9,279‌

Total

$

9,279‌^

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

++

Excludes

earnings

on

securities

lending

collateral,

which

are

subject

to

rebates

and

fees

as

described

in

Note

3.

+

Investment

income

comprised

$248

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

$9,279.

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

December

31,

2022

Statement

of

Assets

and

Liabilities

13

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Assets

Investments

in

securities,

at

value

(cost

$1,808,439)

$

3,034,058‌

Receivable

for

investment

securities

sold

35,980‌

Receivable

for

shares

sold

2,101‌

Dividends

and

interest

receivable

740‌

Other

assets

44‌

Total

assets

3,072,923‌

Liabilities

Payable

for

shares

redeemed

41,898‌

Investment

management

fees

payable

1,581‌

Obligation

to

return

securities

lending

collateral

890‌

Due

to

affiliates

7‌

Payable

to

directors

2‌

Other

liabilities

133‌

Total

liabilities

44,511‌

NET

ASSETS

$

3,028,412‌

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

987,641‌

Paid-in

capital

applicable

to

72,894,733

shares

of

$0.0001

par

value

capital

stock

outstanding;

2,000,000,000

shares

of

the

Corporation

authorized

2,040,771‌

NET

ASSETS

$

3,028,412‌

NET

ASSET

VALUE

PER

SHARE

$

41.55‌

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

Statement

of

Operations

14

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

12/31/22

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$129)

$

21,459‌

    Interest

682‌

Securities

lending

126‌

Total

income

22,267‌

Expenses

Investment

management

24,161‌

Shareholder

servicing

18‌

Prospectus

and

shareholder

reports

129‌

Custody

and

accounting

295‌

Registration

44‌

Legal

and

audit

35‌

Directors

12‌

Miscellaneous

40‌

Total

expenses

24,734‌

Net

investment

loss

(2,467‌)

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

(161,511‌)

Foreign

currency

transactions

5‌

Net

realized

loss

(161,506‌)

Change

in

net

unrealized

gain

/

loss

Securities

(2,192,467‌)

Other

assets

and

liabilities

denominated

in

foreign

currencies

2‌

Change

in

net

unrealized

gain

/

loss

(2,192,465‌)

Net

realized

and

unrealized

gain

/

loss

(2,353,971‌)

DECREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

(2,356,438‌)

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

Statement

of

Changes

in

Net

Assets

15

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

S

is

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/22

12/31/21

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

loss

$

(2,467‌)

$

(15,443‌)

Net

realized

gain

(loss)

(161,506‌)

892,848‌

Change

in

net

unrealized

gain

/

loss

(2,192,465‌)

183,023‌

Increase

(decrease)

in

net

assets

from

operations

(2,356,438‌)

1,060,428‌

Distributions

to

shareholders

Net

earnings

(138,889‌)

(522,807‌)

Capital

share

transactions

*

Shares

sold

578,883‌

884,619‌

Distributions

reinvested

132,677‌

499,947‌

Shares

redeemed

(1,607,011‌)

(1,532,007‌)

Decrease

in

net

assets

from

capital

share

transactions

(895,451‌)

(147,441‌)

Net

Assets

Increase

(decrease)

during

period

(3,390,778‌)

390,180‌

Beginning

of

period

6,419,190‌

6,029,010‌

End

of

period

$

3,028,412‌

$

6,419,190‌

*Share

information

(000s)

Shares

sold

10,624‌

12,364‌

Distributions

reinvested

3,188‌

7,292‌

Shares

redeemed

(32,018‌)

(21,049‌)

Decrease

in

shares

outstanding

(18,206‌)

(1,393‌)

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

16

NOTES

TO

FINANCIAL

STATEMENTS

T.

Rowe

Price

Equity

Funds,

Inc.

(the

corporation) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act).

The

Institutional

Large-Cap

Core

Growth

Fund

(the

fund)

is a

nondiversified,

open-end

management

investment

company

established

by

the

corporation. The

fund

seeks

to

provide

long-term

capital

growth

through

investments

in

the

common

stocks

of

large-cap

growth

companies.

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

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.

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 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.

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

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

$58,003,000 of

net

gain

on

$89,829,000

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.

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

17

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;

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.

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.

Debt

securities

generally

are

traded

in

the over-the-counter

(OTC)

market

and

are

valued

at

prices

furnished

by

independent

pricing

services

or

by

broker

dealers

who

make

markets

in

such

securities.

When

valuing

securities,

the

independent

pricing

services

consider

factors

such

as,

but

not

limited

to,

the

yield

or

price

of

bonds

of

comparable

quality,

coupon,

maturity,

and

type,

as

well

as

prices

quoted

by

dealers

who

make

markets

in

such

securities.

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. 

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

18

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.

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

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,

the

value

of

loaned

securities

was

$861,000;

the

value

of

cash

collateral

and

related

investments

was

$890,000.

Other

Purchases

and

sales

of

portfolio

securities

other

than

short-term securities

aggregated $640,203,000 and

$1,665,114,000,

respectively,

for

the

year ended

December

31,

2022.

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

2,981,710‌

$

22,311‌

$

7,124‌

$

3,011,145‌

Convertible

Preferred

Stocks

—‌

—‌

8,821‌

8,821‌

Corporate

Bonds

—‌

4,813‌

—‌

4,813‌

Short-Term

Investments

8,389‌

—‌

—‌

8,389‌

Securities

Lending

Collateral

890‌

—‌

—‌

890‌

Total

$

2,990,989‌

$

27,124‌

$

15,945‌

$

3,034,058‌

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

19

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

the

current

net

operating

loss

and

redemptions

in

kind.

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

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.

The

loss

carryforwards

and

deferrals

primarily

relate

to

capital

loss

carryforwards. Capital

loss

carryforwards

are

available

indefinitely

to

offset

future

realized

capital

gains.

($000s)

December

31,

2022

December

31,

2021

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

1,370‌

$

42,936‌

Long-term

capital

gain

137,519‌

479,871‌

Total

distributions

$

138,889‌

$

522,807‌

($000s)

Cost

of

investments

$

1,840,600‌

Unrealized

appreciation

$

1,444,326‌

Unrealized

depreciation

(250,866‌)

Net

unrealized

appreciation

(depreciation)

$

1,193,460‌

($000s)

Net

unrealized

appreciation

(depreciation)

1,193,460‌

Loss

carryforwards

and

deferrals

(205,819‌)

Total

distributable

earnings

(loss)

$

987,641‌

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

20

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

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

equal

to 0.55%

of

the

fund’s

average

daily

net

assets.

The

fee

is

computed

daily

and

paid

monthly.

In

addition,

the

fund

has

entered

into

service

agreements

with

Price

Associates

and

a

wholly

owned

subsidiary

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.

For

the

year ended

December

31,

2022,

expenses

incurred

pursuant

to

these

service

agreements

were

$102,000 for

Price

Associates

and $16,000

for

T.

Rowe

Price

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.

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

$15,000,

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

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.

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

21

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

Institutional

Large-Cap

Core

Growth

Fund

22

Report

of

Independent

Registered

Public

Accounting

Firm

To

the

Board

of

Directors

of

T.

Rowe

Price

Equity

Funds,

Inc.

and

Shareholders

of

T.

Rowe

Price

Institutional

Large-Cap

Core

Growth

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

portfolio

of

investments,

of

T.

Rowe

Price

Institutional

Large-Cap

Core

Growth

Fund

(one

of

the

funds

constituting

T.

Rowe

Price

Equity

Funds,

Inc.,

referred

to

hereafter

as

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

five

years

in

the

period

ended

December

31,

2022

(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

five

years

in

the

period

ended

December

31,

2022

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.

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

16,

2023

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

23

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.

$1,370,000 from

short-term

capital

gains 

$137,519,000 from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%

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

Institutional

Large-Cap

Core

Growth

Fund

24

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

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.

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

Institutional

Large-Cap

Core

Growth

Fund

25

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)

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

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)

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)

2020

[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

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.

T.

ROWE

PRICE

Institutional

Large-Cap

Core

Growth

Fund

26

OFFICERS

Name

(Year

of

Birth)

Position

Held

With Equity

Funds 

Principal

Occupation(s) 

Francisco Alonso

(1978)

Executive

Vice

President

Vice

President,

Price

Investment

Management,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Brian

W.H.

Berghuis,

CFA

(1958)

Executive

Vice

President

Vice

President,

Price

Investment

Management,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

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) 

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

Gary

J.

Greb

(1961)

Vice

President

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

Price

International,

and

T.

Rowe

Price

Trust

Company

Paul

D.

Greene

II

(1978)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

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)

Stephon

Jackson,

CFA

(1962)

Co-president 

Vice

President,

T.

Rowe

Price

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

John

D.

Linehan,

CFA

(1965)

Executive

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Joshua

Nelson

(1977)

Co-president 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

Price

International,

and

T.

Rowe

Price

Trust

Company

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

Gabriel

Solomon

(1977)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Taymour

R.

Tamaddon,

CFA

(1976)

Executive

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

John

F.

Wakeman

(1962)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

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

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

100

East

Pratt

Street

Baltimore,

MD

21202

T.

Rowe

Price

Investment

Services,

Inc.

Call

1-800-225-5132

to

request

a

prospectus

or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

information

that

you

should

read

and

consider

carefully

before

investing.

202302-2582657

E148-050

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 Equity Funds, Inc.

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 16, 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 16, 2023
By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	February 16, 2023