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: June 30, 2024
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
Semi-Annual Shareholder Report
June 30, 2024
Institutional Small-Cap Stock Fund
This semi-annual shareholder report contains important information about Institutional Small-Cap Stock Fund (the "fund") for the period of January 1, 2024 to June 30, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary.
What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)
| | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Institutional Small-Cap Stock Fund | $33 | 0.66% |
What are some fund statistics?
| Total Net Assets (000s) | $4,200,910 |
| Number of Portfolio Holdings | 314 |
| |
| Portfolio Turnover Rate | 27.0% |
What did the fund invest in?
Sector Allocation (as a % of Net Assets)
| Industrials & Business Services | 19.4% |
| Financials | 16.6 |
| Information Technology | 16.4 |
| Health Care | 15.2 |
| Consumer Discretionary | 8.5 |
| Energy | 7.0 |
| Real Estate | 4.9 |
| Materials | 4.0 |
| Utilities | 2.8 |
| Other | 0.8 |
Top Ten Holdings (as a % of Net Assets)
| PAR Technology | 1.2% |
| PennyMac Financial Services | 1.0 |
| Onto Innovation | 0.9 |
| Saia | 0.9 |
| Range Resources | 0.9 |
| Selective Insurance Group | 0.9 |
| SPX Technologies | 0.9 |
| RBC Bearings | 0.9 |
| Cboe Global Markets | 0.8 |
| AZZ | 0.8 |
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Institutional Small-Cap Stock Fund
(TRSSX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Item 1. (b) Notice pursuant to Rule 30e-3.
Not applicable.
Item 2. Code of Ethics.
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 is filed as an exhibit to the registrant’s annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant’s most recent fiscal half-year.
Item 3. Audit Committee Financial Expert.
Disclosure required in registrant’s annual Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Disclosure required in registrant’s annual Form N-CSR.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable. The complete schedule of investments is included in Item 7 of this Form N-CSR.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a – b) Report pursuant to Regulation S-X.
Financial
Statements
and
Other
Information
Institutional
Small-Cap
Stock
Fund
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
Financial
Highlights
Portfolio
of
Investments
Financial
Statements
and
Notes
Additional
Fund
Information
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
.
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
NET
ASSET
VALUE
Beginning
of
period
$
26.63
$
23.90
$
32.85
$
30.62
$
25.61
$
20.30
Investment
activities
Net
investment
income
(1)(2)
0.03
0.09
0.06
0.01
0.05
0.04
Net
realized
and
unrealized
gain/
loss
0.17
4.10
(7.73)
5.02
6.35
6.84
Total
from
investment
activities
0.20
4.19
(7.67)
5.03
6.40
6.88
Distributions
Net
investment
income
–
(0.12)
(0.05)
(0.02)
(0.05)
(0.04)
Net
realized
gain
–
(1.34)
(1.23)
(2.78)
(1.34)
(1.53)
Total
distributions
–
(1.46)
(1.28)
(2.80)
(1.39)
(1.57)
NET
ASSET
VALUE
End
of
period
$
26.83
$
26.63
$
23.90
$
32.85
$
30.62
$
25.61
Ratios/Supplemental
Data
Total
return
(2)(3)
0.75%
17.55%
(23.31)%
16.77%
25.00%
33.96%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0.66%
(4)
0.66%
0.66%
0.66%
0.66%
0.66%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.66%
(4)
0.66%
0.66%
0.66%
0.66%
0.66%
Net
investment
income
0.22%
(4)
0.37%
0.21%
0.02%
0.19%
0.17%
Portfolio
turnover
rate
27.0%
26.2%
25.1%
18.9%
22.6%
28.7%
Net
assets,
end
of
period
(in
millions)
$
4,201
$
4,401
$
4,479
$
6,158
$
6,164
$
5,645
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
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.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
June
30,
2024
(Unaudited)
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
COMMON
STOCKS
96.8%
COMMUNICATION
SERVICES
1.5%
Diversified
Telecommunication
Services
0.4%
Frontier
Communications
Parent (1)
555,890
14,553
14,553
Entertainment
0.7%
Liberty
Media
Corp-Liberty
Live,
Class
C (1)
811,645
31,062
31,062
Interactive
Media
&
Services
0.3%
Reddit
,
Class
A (1)
91,597
5,852
Vimeo (1)
2,299,600
8,578
14,430
Media
0.1%
Ibotta
,
Class
A (1)
44,469
3,342
3,342
Total
Communication
Services
63,387
CONSUMER
DISCRETIONARY
8.2%
Broadline
Retail
0.6%
Etsy (1)
128,200
7,561
Ollie's
Bargain
Outlet
Holdings (1)
139,738
13,718
Savers
Value
Village (1)
402,688
4,929
26,208
Diversified
Consumer
Services
1.5%
Bright
Horizons
Family
Solutions (1)
249,597
27,476
Duolingo
(1)
67,101
14,002
Strategic
Education
207,958
23,012
64,490
Hotels,
Restaurants
&
Leisure
2.8%
BJ's
Restaurants (1)
372,819
12,937
Cava
Group (1)
145,987
13,540
Dutch
Bros,
Class
A (1)
535,470
22,168
Papa
John's
International
341,641
16,050
Red
Rock
Resorts,
Class
A
252,698
13,881
Shake
Shack,
Class
A (1)
154,000
13,860
Torchys
Holdings,
Class
A,
Acquisition
Date:
11/13/20,
Cost $17,606 (1)(2)(3)(4)
2,059,233
9,019
Wyndham
Hotels
&
Resorts
240,263
17,780
119,235
Household
Durables
0.8%
Installed
Building
Products
66,300
13,636
Skyline
Champion (1)
311,068
21,075
34,711
Specialty
Retail
2.1%
Advance
Auto
Parts
436,900
27,669
Burlington
Stores (1)
59,525
14,286
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Caleres
371,714
12,490
Five
Below (1)
63,348
6,903
Floor
&
Decor
Holdings,
Class
A (1)
54,295
5,397
RH (1)
47,303
11,563
Warby
Parker,
Class
A (1)
647,122
10,393
88,701
Textiles,
Apparel
&
Luxury
Goods
0.4%
Skechers
USA,
Class
A (1)
242,577
16,767
16,767
Total
Consumer
Discretionary
350,112
CONSUMER
STAPLES
2.6%
Beverages
0.6%
Boston
Beer,
Class
A (1)
75,053
22,895
Coca-Cola
Consolidated
421
457
23,352
Food
Products
1.2%
Farmers
Business
Network,
Acquisition
Date:
11/3/17,
Cost $6,258 (1)(3)(4)
338,911
1,278
Post
Holdings (1)
194,777
20,288
Simply
Good
Foods (1)
445,566
16,098
Utz
Brands
835,350
13,900
51,564
Personal
Care
Products
0.8%
BellRing
Brands (1)
363,299
20,759
Inter
Parfums
124,471
14,442
35,201
Total
Consumer
Staples
110,117
ENERGY
6.9%
Energy
Equipment
&
Services
3.0%
Cactus,
Class
A
278,700
14,699
ChampionX
335,111
11,129
Expro
Group
Holdings (1)
912,449
20,913
Liberty
Energy
586,984
12,262
Noble
192,938
8,615
TechnipFMC
1,114,207
29,136
Weatherford
International (1)
240,307
29,426
126,180
Oil,
Gas
&
Consumable
Fuels
3.9%
Antero
Resources (1)
674,500
22,009
DT
Midstream
265,900
18,887
Kimbell
Royalty
Partners
497,226
8,135
Magnolia
Oil
&
Gas,
Class
A
973,513
24,669
Matador
Resources
184,400
10,990
Range
Resources
1,101,001
36,916
Southwestern
Energy (1)
4,379,157
29,472
Viper
Energy
372,700
13,987
165,065
Total
Energy
291,245
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
FINANCIALS
15.9%
Banks
7.9%
Blue
Foundry
Bancorp (1)
379,000
3,438
Cadence
Bank
671,096
18,979
Capitol
Federal
Financial
1,369,413
7,518
Columbia
Banking
System
859,300
17,091
CRB
Group,
Acquisition
Date:
4/14/22,
Cost $1,368 (1)(3)(4)
13,013
950
CrossFirst
Bankshares
(1)
651,295
9,131
Dime
Community
Bancshares
392,518
8,007
Dogwood
State
Bank,
Non-Voting
Shares,
Acquisition
Date:
5/6/19
-
4/5/24,
Cost $1,737 (1)(3)(4)
173,647
3,084
Dogwood
State
Bank,
Voting
Shares,
Acquisition
Date:
5/6/19,
Cost $742 (1)(3)(4)
74,220
1,318
East
West
Bancorp
406,268
29,751
Eastern
Bankshares
795,300
11,118
Equity
Bancshares,
Class
A
328,332
11,557
FB
Financial
436,089
17,021
First
Bancshares
416,332
10,816
Five
Star
Bancorp
415,619
9,829
Grasshopper
Bancorp,
Acquisition
Date:
10/12/18
-
5/2/19,
Cost $2,456 (1)(3)(4)
245,627
737
Grasshopper
Bancorp,
Warrants,
10/12/28,
Acquisition
Date:
10/12/18,
Cost $— (1)(3)(4)
47,055
15
HarborOne
Bancorp
462,430
5,147
Home
BancShares
496,075
11,886
Kearny
Financial
736,600
4,530
Live
Oak
Bancshares
541,005
18,968
Origin
Bancorp
387,084
12,278
Pacific
Premier
Bancorp
441,359
10,138
Pinnacle
Financial
Partners
288,806
23,116
Popular
150,615
13,319
Prosperity
Bancshares
254,100
15,536
SouthState
316,978
24,223
Texas
Capital
Bancshares (1)
247,299
15,120
Western
Alliance
Bancorp
273,782
17,199
331,820
Capital
Markets
2.3%
Cboe
Global
Markets
207,422
35,274
Onex
(CAD)
185,522
12,615
StepStone
Group,
Class
A
314,034
14,411
Stifel
Financial
172,107
14,483
TMX
Group
(CAD)
635,355
17,685
94,468
Consumer
Finance
0.4%
Encore
Capital
Group (1)
237,731
9,921
PRA
Group (1)
237,644
4,672
14,593
Financial
Services
1.3%
PennyMac
Financial
Services
447,740
42,356
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Toast,
Class
A (1)
526,588
13,570
55,926
Insurance
4.0%
Assurant
176,502
29,343
Axis
Capital
Holdings
190,632
13,468
First
American
Financial
256,589
13,843
Hanover
Insurance
Group
178,099
22,341
Oscar
Health,
Class
A (1)
1,614,265
25,538
RLI
87,886
12,365
Selective
Insurance
Group
382,814
35,919
White
Mountains
Insurance
Group
9,300
16,902
169,719
Total
Financials
666,526
HEALTH
CARE
13.0%
Biotechnology
5.5%
Akero
Therapeutics (1)
228,594
5,363
Apellis
Pharmaceuticals (1)
108,152
4,149
Arcellx
(1)
183,800
10,144
Argenx
,
ADR (1)
54,820
23,575
Arrowhead
Pharmaceuticals (1)
392,556
10,202
Black
Diamond
Therapeutics (1)
1,212,155
5,649
Blueprint
Medicines (1)
156,899
16,910
Cabaletta
Bio (1)
328,026
2,454
CG
oncology (1)
15,356
485
Crinetics
Pharmaceuticals (1)
278,438
12,471
CRISPR
Therapeutics (1)
87,387
4,720
Cytokinetics (1)
453,652
24,579
HilleVax
(1)
391,609
5,663
Immatics
(1)
781,935
9,086
Immunocore
Holdings,
ADR (1)
352,725
11,954
Immunome
(1)
621,083
7,515
Insmed
(1)
329,301
22,063
Ionis
Pharmaceuticals (1)
293,171
13,972
Prime
Medicine (1)
346,417
1,781
Scholar
Rock,
Warrants,
12/31/25,
Acquisition
Date:
6/17/22,
Cost $— (1)(3)
45,404
134
Tango
Therapeutics (1)
443,992
3,809
Vaxcyte
(1)
352,733
26,635
Verve
Therapeutics (1)
457,905
2,235
Xenon
Pharmaceuticals (1)
151,769
5,917
231,465
Health
Care
Equipment
&
Supplies
2.7%
Haemonetics
(1)
245,600
20,318
Masimo
(1)
255,431
32,169
Neogen
(1)
1,147,449
17,935
Pax
Labs,
Class
A,
Acquisition
Date:
4/18/19,
Cost $7,145 (1)(3)(4)
1,897,440
759
Penumbra (1)
78,358
14,102
PROCEPT
BioRobotics
(1)
282,743
17,273
QuidelOrtho
(1)
324,933
10,794
113,350
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Health
Care
Providers
&
Services
1.8%
Alignment
Healthcare (1)
1,125,639
8,803
Molina
Healthcare (1)
95,511
28,395
NeoGenomics
(1)
1,478,137
20,502
Privia
Health
Group (1)
1,012,264
17,593
75,293
Health
Care
Technology
0.5%
Certara
(1)
739,355
10,240
Waystar
Holding (1)
551,099
11,849
22,089
Life
Sciences
Tools
&
Services
1.8%
10X
Genomics,
Class
A (1)
474,095
9,221
Azenta
(1)
68,956
3,629
Bruker
386,918
24,689
Repligen
(1)
91,744
11,565
Sotera
Health (1)
963,036
11,431
Stevanato
Group
820,710
15,052
75,587
Pharmaceuticals
0.7%
Elanco
Animal
Health (1)
1,079,838
15,582
EyePoint
Pharmaceuticals (1)
170,599
1,484
Neumora
Therapeutics (1)
453,783
4,461
Structure
Therapeutics,
ADR (1)
153,932
6,045
27,572
Total
Health
Care
545,356
INDUSTRIALS
&
BUSINESS
SERVICES
18.3%
Aerospace
&
Defense
0.6%
Cadre
Holdings
194,579
6,530
Leonardo
DRS (1)
766,296
19,548
26,078
Building
Products
2.3%
AAON
301,800
26,329
AZZ
455,900
35,218
CSW
Industrials
78,754
20,894
Zurn
Elkay
Water
Solutions
419,511
12,334
94,775
Commercial
Services
&
Supplies
1.9%
BrightView
Holdings (1)
896,022
11,917
Casella
Waste
Systems,
Class
A (1)
178,429
17,704
Rentokil
Initial
(GBP)
3,150,199
18,295
Tetra
Tech
66,677
13,634
VSE
181,574
16,029
77,579
Construction
&
Engineering
1.1%
API
Group (1)
353,163
13,290
Arcosa
172,000
14,346
WillScot
Mobile
Mini
Holdings (1)
489,911
18,440
46,076
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Electrical
Equipment
0.4%
Thermon
Group
Holdings (1)
501,410
15,423
15,423
Ground
Transportation
1.2%
Landstar
System
63,478
11,711
Saia (1)
78,326
37,149
48,860
Machinery
6.5%
Crane
128,200
18,586
Enerpac
Tool
Group
449,680
17,169
Enpro
133,855
19,485
Esab
339,000
32,012
ESCO
Technologies
127,242
13,366
Federal
Signal
371,055
31,046
Graco
175,883
13,944
Ingersoll
Rand
127,263
11,561
John
Bean
Technologies
141,552
13,443
Mueller
Water
Products,
Class
A
869,698
15,585
RBC
Bearings (1)
131,622
35,509
Spirax
Group
(GBP)
79,805
8,553
SPX
Technologies (1)
251,387
35,732
Toro
85,691
8,013
274,004
Professional
Services
1.9%
Checkr
,
Acquisition
Date:
6/29/18
-
12/2/19,
Cost $2,271 (1)(3)(4)
291,546
1,260
NV5
Global (1)
92,263
8,578
Parsons (1)
427,663
34,987
Paycor
HCM (1)
1,015,939
12,902
Verra
Mobility (1)
759,496
20,658
78,385
Trading
Companies
&
Distributors
2.4%
Beacon
Roofing
Supply (1)
298,095
26,978
FTAI
Aviation
281,172
29,026
Rush
Enterprises,
Class
A
284,962
11,931
SiteOne
Landscape
Supply (1)
231,648
28,124
Transcat
(1)
31,793
3,805
99,864
Total
Industrials
&
Business
Services
761,044
INFORMATION
TECHNOLOGY
14.9%
Electronic
Equipment,
Instruments
&
Components
4.9%
Cognex
183,300
8,571
CTS
354,480
17,947
Insight
Enterprises (1)
111,400
22,097
Mirion
Technologies (1)
2,735,222
29,376
Napco
Security
Technologies
312,706
16,245
Novanta
(1)
86,834
14,164
PAR
Technology (1)
1,027,273
48,374
PAR
Technology
PIPE,
Acquisition
Date:
3/8/24,
Cost $5,129 (1)(3)
132,711
6,250
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Teledyne
Technologies (1)
76,244
29,581
Vontier
341,929
13,062
205,667
IT
Services
0.1%
ServiceTitan
,
Acquisition
Date:
11/9/18
-
5/4/21,
Cost $582 (1)(3)(4)
12,412
979
Themis
Solutions,
Acquisition
Date:
4/14/21,
Cost $1,603 (1)(3)(4)
71,410
2,485
3,464
Semiconductors
&
Semiconductor
Equipment
3.4%
Allegro
MicroSystems
(1)
423,300
11,954
Entegris
103,148
13,966
Lattice
Semiconductor (1)
489,044
28,360
MACOM
Technology
Solutions
Holdings (1)
288,271
32,133
Onto
Innovation (1)
176,761
38,810
Power
Integrations
260,673
18,297
143,520
Software
6.5%
Agilysys
(1)
123,346
12,845
Altair
Engineering,
Class
A (1)
227,400
22,304
Amplitude,
Class
A (1)
1,626,398
14,475
Appfolio
,
Class
A (1)
59,600
14,576
Braze,
Class
A (1)
435,241
16,905
CCC
Intelligent
Solutions
Holdings (1)
1,836,041
20,399
Descartes
Systems
Group (1)
322,536
31,234
DoubleVerify
Holdings (1)
943,406
18,368
Envestnet
(1)
289,946
18,148
Intapp
(1)
564,889
20,715
JFrog
(1)
429,800
16,139
Manhattan
Associates (1)
33,984
8,383
QXO
PIPE,
Acquisition
Date:
6/13/24,
Cost $21,303 (1)(3)(4)
2,330,768
21,303
Socure
,
Acquisition
Date:
12/22/21,
Cost $1,200 (1)(3)(4)
74,692
467
Varonis
Systems (1)
310,200
14,880
Workiva
(1)
295,551
21,572
272,713
Total
Information
Technology
625,364
MATERIALS
3.6%
Chemicals
1.1%
Element
Solutions
1,153,038
31,271
HB
Fuller
210,241
16,180
47,451
Containers
&
Packaging
0.3%
Sealed
Air
403,700
14,045
14,045
Metals
&
Mining
1.5%
Constellium
(1)
1,484,119
27,976
ERO
Copper
(CAD) (1)
917,271
19,605
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Royal
Gold
127,700
15,983
63,564
Paper
&
Forest
Products
0.7%
Louisiana-Pacific
187,402
15,429
West
Fraser
Timber
(CAD)
186,132
14,295
29,724
Total
Materials
154,784
REAL
ESTATE
4.9%
Health
Care
Real
Estate
Investment
Trusts
0.3%
Healthcare
Realty
Trust,
REIT
832,400
13,718
13,718
Industrial
Real
Estate
Investment
Trusts
1.4%
EastGroup
Properties,
REIT
127,722
21,726
Rexford
Industrial
Realty,
REIT
316,044
14,092
Terreno
Realty,
REIT
397,650
23,533
59,351
Real
Estate
Management
&
Development
1.8%
Colliers
International
Group
148,718
16,604
DigitalBridge
Group
1,910,464
26,173
FirstService
202,879
30,913
73,690
Residential
Real
Estate
Investment
Trusts
0.8%
Flagship
Communities,
REIT
501,969
6,997
Independence
Realty
Trust,
REIT
1,313,716
24,619
31,616
Specialized
Real
Estate
Investment
Trusts
0.6%
CubeSmart
,
REIT
587,273
26,527
26,527
Total
Real
Estate
204,902
UTILITIES
2.8%
Electric
Utilities
1.1%
IDACORP
141,811
13,210
OGE
Energy
387,521
13,835
PNM
Resources
523,872
19,362
46,407
Gas
Utilities
0.8%
Chesapeake
Utilities
303,301
32,211
32,211
Independent
Power
&
Renewable
Electricity
Producers
0.3%
Talen
Energy (1)
121,848
13,528
13,528
Water
Utilities
0.6%
California
Water
Service
Group
385,902
18,713
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Middlesex
Water
147,687
7,718
26,431
Total
Utilities
118,577
Total
Miscellaneous
Common
Stocks
4.2%
(5)
176,333
Total
Common
Stocks
(Cost
$3,068,565)
4,067,747
CONVERTIBLE
BONDS
0.1%
Kardium
,
10.00%,
12/31/26,
Acquisition
Date:
5/31/24,
Cost $2,301 (1)(3)(4)
2,300,700
2,301
Total
Convertible
Bonds
(Cost
$2,301)
2,301
CONVERTIBLE
PREFERRED
STOCKS
2.3%
CONSUMER
DISCRETIONARY
0.0%
Hotels,
Restaurants
&
Leisure
0.0%
Torchys
Holdings,
Acquisition
Date:
11/13/20,
Cost $3,631 (1)(2)(3)(4)
404,324
1,771
1,771
Specialty
Retail
0.0%
1661,
Series
F,
Acquisition
Date:
5/28/21,
Cost $6,391 (1)(3)(4)
1,098,082
977
977
Total
Consumer
Discretionary
2,748
CONSUMER
STAPLES
0.0%
Food
Products
0.0%
Farmers
Business
Network,
Series
D,
Acquisition
Date:
11/3/17,
Cost $17 (1)(3)(4)
919
4
Total
Consumer
Staples
4
FINANCIALS
0.1%
Banks
0.1%
CRB
Group,
Series
D,
Acquisition
Date:
1/28/22,
Cost $4,795 (1)(3)(4)
45,609
3,330
Total
Financials
3,330
HEALTH
CARE
0.8%
Biotechnology
0.1%
Caris
Life
Sciences,
Series
C,
Acquisition
Date:
8/14/20,
Cost $2,356 (1)(3)(4)
853,615
3,107
Caris
Life
Sciences,
Series
D,
Acquisition
Date:
5/11/21,
Cost $4,729 (1)(3)(4)
583,832
2,125
5,232
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Health
Care
Equipment
&
Supplies
0.1%
Kardium
,
Series
D-6,
Acquisition
Date:
1/8/21,
Cost $2,939 (1)(3)(4)
2,892,844
2,459
2,459
Health
Care
Providers
&
Services
0.1%
Honor
Technology,
Series
D,
Acquisition
Date:
10/16/20,
Cost $5,009 (1)(3)(4)
2,080,305
3,557
3,557
Life
Sciences
Tools
&
Services
0.5%
Cleerly
,
Series
C,
Acquisition
Date:
7/8/22,
Cost $2,524 (1)(3)(4)
214,212
1,921
Inscripta
,
Series
E,
Acquisition
Date:
3/30/21,
Cost $3,365 (1)(3)(4)
381,143
713
National
Resilience,
Series
B,
Acquisition
Date:
10/23/20,
Cost $3,621 (1)(3)(4)
265,089
12,319
National
Resilience,
Series
C,
Acquisition
Date:
6/9/21,
Cost $6,907 (1)(3)(4)
155,519
7,227
22,180
Total
Health
Care
33,428
INDUSTRIALS
&
BUSINESS
SERVICES
0.4%
Aerospace
&
Defense
0.2%
ABL
Space
Systems,
Series
B,
Acquisition
Date:
3/24/21,
Cost $3,410 (1)(3)(4)
75,721
2,655
Epirus,
Series
C-2,
Acquisition
Date:
1/28/22,
Cost $6,074 (1)(3)(4)
1,087,799
5,298
7,953
Air
Freight
&
Logistics
0.1%
Flexe
,
Series
C,
Acquisition
Date:
11/18/20,
Cost $2,725 (1)(3)(4)
223,990
1,425
Flexe
,
Series
D,
Acquisition
Date:
4/7/22,
Cost $1,607 (1)(3)(4)
78,800
501
1,926
Electrical
Equipment
0.0%
CELLINK,
Series
D,
Acquisition
Date:
1/20/22,
Cost $2,969 (1)(3)(4)
142,571
404
404
Professional
Services
0.1%
Checkr
,
Series
C,
Acquisition
Date:
4/10/18,
Cost $1,791 (1)(3)(4)
393,660
1,701
Checkr
,
Series
D,
Acquisition
Date:
9/6/19,
Cost $6,330 (1)(3)(4)
627,795
2,712
4,413
Total
Industrials
&
Business
Services
14,696
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
INFORMATION
TECHNOLOGY
0.6%
IT
Services
0.3%
Haul
Hub,
Series
B,
Acquisition
Date:
2/14/20
-
3/3/21,
Cost $2,376 (1)(3)(4)
162,965
728
Haul
Hub,
Series
C,
Acquisition
Date:
4/14/22,
Cost $959 (1)(3)(4)
50,834
227
ServiceTitan
,
Series
A-1,
Acquisition
Date:
11/9/18,
Cost $5 (1)(3)(4)
185
14
ServiceTitan
,
Series
D,
Acquisition
Date:
11/9/18,
Cost $2,387 (1)(3)(4)
90,775
7,158
ServiceTitan
,
Series
F,
Acquisition
Date:
3/25/21,
Cost $578 (1)(3)(4)
5,381
424
Themis
Solutions,
Series
AA,
Acquisition
Date:
4/14/21,
Cost $361 (1)(3)(4)
16,080
560
Themis
Solutions,
Series
AB,
Acquisition
Date:
4/14/21,
Cost $36 (1)(3)(4)
1,600
56
Themis
Solutions,
Series
B,
Acquisition
Date:
4/14/21,
Cost $39 (1)(3)(4)
1,750
61
Themis
Solutions,
Series
E,
Acquisition
Date:
4/14/21,
Cost $2,916 (1)(3)(4)
129,870
4,520
13,748
Software
0.3%
Nuro
,
Series
C,
Acquisition
Date:
10/30/20
-
3/2/21,
Cost $6,214 (1)
(3)(4)
475,993
1,947
Nuro
,
Series
D,
Acquisition
Date:
10/29/21,
Cost $3,216 (1)(3)(4)
154,275
631
SecurityScorecard
,
Series
E,
Acquisition
Date:
3/5/21,
Cost $3,099 (1)(3)(4)
613,641
3,234
Seismic
Software,
Series
E,
Acquisition
Date:
12/13/18,
Cost $3,462 (1)(3)(4)
549,145
3,125
Seismic
Software,
Series
F,
Acquisition
Date:
9/25/20,
Cost $374 (1)(3)(4)
42,590
242
Socure
,
Series
A,
Acquisition
Date:
12/22/21,
Cost $1,459 (1)(3)(4)
90,776
567
Socure
,
Series
A-1,
Acquisition
Date:
12/22/21,
Cost $1,197 (1)(3)(4)
74,504
466
Socure
,
Series
B,
Acquisition
Date:
12/22/21,
Cost $22 (1)(3)(4)
1,348
8
Socure
,
Series
E,
Acquisition
Date:
10/27/21,
Cost $2,775 (1)(3)(4)
172,687
1,079
11,299
Total
Information
Technology
25,047
MATERIALS
0.4%
Chemicals
0.2%
Redwood
Materials,
Series
C,
Acquisition
Date:
5/28/21,
Cost $4,206 (1)(3)(4)
88,718
4,571
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Sila
Nano,
Series
F,
Acquisition
Date:
1/7/21,
Cost $5,284 (1)(3)(4)
128,029
2,503
7,074
Metals
&
Mining
0.2%
Kobold
Metals,
Series
B-1,
Acquisition
Date:
1/10/22,
Cost $3,092 (1)(3)(4)
112,792
8,274
8,274
Total
Materials
15,348
Total
Convertible
Preferred
Stocks
(Cost
$115,247)
94,601
SHORT-TERM
INVESTMENTS
1.8%
Money
Market
Funds
1.8%
T.
Rowe
Price
Government
Reserve
Fund,
5.38% (6)(7)
76,501,063
76,501
Total
Short-Term
Investments
(Cost
$76,501)
76,501
Total
Investments
in
Securities
101.0%
of
Net
Assets
(Cost
$3,262,614)
$
4,241,150
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
‡
Shares/Par
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
Non-income
producing
(2)
Investment
in
a
partnership
held
indirectly
through
a
limited
liability
company
that
is
owned
by
the
fund
and
treated
as
a
corporation
for
U.S.
tax
purposes.
(3)
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
$146,940
and
represents
3.5%
of
net
assets.
(4)
See
Note
2.
Level
3
in
fair
value
hierarchy.
(5)
The
identity
of
certain
securities
has
been
concealed
to
protect
the
fund
while
it
completes
a
purchase
or
selling
program
for
the
securities.
(6)
Seven-day
yield
(7)
Affiliated
Companies
ADR
American
Depositary
Receipts
CAD
Canadian
Dollar
GBP
British
Pound
PIPE
Private
Investment
in
Public
Equity
REIT
A
domestic
Real
Estate
Investment
Trust
whose
distributions
pass-through
with
original
tax
character
to
the
shareholder
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
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
six
months
ended
June
30,
2024.
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,
5.38%
$
—#
$
—
$
1,260+
Supplementary
Investment
Schedule
Affiliate
Value
12/31/23
Purchase
Cost
Sales
Cost
Value
06/30/24
T.
Rowe
Price
Government
Reserve
Fund,
5.38%
$
42,076
¤
¤
$
76,501^
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$1,260
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
$76,501.
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
June
30,
2024
(Unaudited)
Statement
of
Assets
and
Liabilities
($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
$3,262,614)
$
4,241,150
Receivable
for
investment
securities
sold
28,425
Receivable
for
shares
sold
2,109
Dividends
and
interest
receivable
2,038
Other
assets
60
Total
assets
4,273,782
Liabilities
Payable
for
investment
securities
purchased
41,104
Payable
for
shares
redeemed
26,139
Investment
management
fees
payable
2,245
Due
to
affiliates
12
Payable
to
directors
4
Other
liabilities
3,368
Total
liabilities
72,872
NET
ASSETS
$
4,200,910
Net
Assets
Consist
of:
Total
distributable
earnings
(loss)
$
1,413,782
Paid-in
capital
applicable
to
156,601,013
shares
of
$0.0001
par
value
capital
stock
outstanding;
2,000,000,000
shares
of
the
Corporation
authorized
2,787,128
NET
ASSETS
$
4,200,910
NET
ASSET
VALUE
PER
SHARE
$
26.83
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
(Unaudited)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/24
Investment
Income
(Loss)
Income
Dividend
(net
of
foreign
taxes
of
$114)
$
19,062
.
Interest
24
Other
37
Total
income
19,123
Expenses
Investment
management
14,038
Shareholder
servicing
5
Prospectus
and
shareholder
reports
15
Custody
and
accounting
147
Legal
and
audit
32
Registration
17
Directors
7
Miscellaneous
48
Total
expenses
14,309
Net
investment
income
4,814
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
gain
(loss)
Securities
401,188
Foreign
currency
transactions
(62)
Net
realized
gain
401,126
Change
in
net
unrealized
gain
/
loss
Securities
(375,844)
Other
assets
and
liabilities
denominated
in
foreign
currencies
(1)
Change
in
net
unrealized
gain
/
loss
(375,845)
Net
realized
and
unrealized
gain
/
loss
25,281
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
30,095
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/24
Year
Ended
12/31/23
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
4,814
$
15,880
Net
realized
gain
401,126
207,950
Change
in
net
unrealized
gain
/
loss
(375,845)
477,613
Increase
in
net
assets
from
operations
30,095
701,443
Distributions
to
shareholders
Net
earnings
–
(228,171)
Capital
share
transactions
*
Shares
sold
191,259
387,492
Distributions
reinvested
–
228,108
Shares
redeemed
(421,049)
(1,167,122)
Decrease
in
net
assets
from
capital
share
transactions
(229,790)
(551,522)
Net
Assets
Decrease
during
period
(199,695)
(78,250)
Beginning
of
period
4,400,605
4,478,855
End
of
period
$
4,200,910
$
4,400,605
*Share
information
(000s)
Shares
sold
7,085
15,509
Distributions
reinvested
–
8,647
Shares
redeemed
(15,758)
(46,312)
Decrease
in
shares
outstanding
(8,673)
(22,156)
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
Unaudited
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
Small-Cap
Stock
Fund
(the
fund)
is a
diversified, open-end
management
investment
company
established
by
the
corporation. The
fund
seeks
to
provide
long-term
capital
growth
by
investing
primarily
in
stocks
of
small
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 other
investment
companies are
reflected
as
dividend income;
capital
gain
distributions
are
reflected
as
realized
gain/
loss. Dividend
income and
capital
gain
distributions
are
recorded
on
the
ex-dividend
date. Distributions
from
REITs
are
initially
recorded
as
dividend
income
and,
to
the
extent
such
represent
a
return
of
capital
or
capital
gain
for
tax
purposes,
are
reclassified
when
such
information
becomes
available. Non-cash
dividends,
if
any,
are
recorded
at
the
fair
market
value
of
the
asset
received. Proceeds
from
litigation
payments,
if
any,
are
included
in
either
net
realized
gain
(loss)
or
change
in
net
unrealized
gain/loss
from
securities. Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date. Income
distributions,
if
any,
are
declared
and
paid 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.
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.
Indemnification
In
the
normal
course
of
business, the
fund
may
provide
indemnification
in
connection
with
its
officers
and
directors,
service
providers,
and/or
private
company
investments. The
fund’s
maximum
exposure
under
these
arrangements
is
unknown;
however,
the
risk
of
material
loss
is
currently
considered
to
be
remote.
NOTE
2
-
VALUATION
Fair
Value
The
fund’s
financial
instruments
are
valued
at
the
close
of
the
NYSE
and
are
reported
at
fair
value,
which
GAAP
defines
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date. The fund’s
Board
of
Directors
(the
Board)
has
designated
T.
Rowe
Price
Associates,
Inc.
as
the
fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
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
Small-Cap
Stock
Fund
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
June
30,
2024
(for
further
detail
by
category,
please
refer
to
the
accompanying
Portfolio
of
Investments):
Following
is
a
reconciliation
of
the
fund’s
Level
3
holdings
for
the
six
months ended
June
30,
2024.
Gain
(loss)
reflects
both
realized
and
change
in
unrealized
gain/loss
on
Level
3
holdings
during
the
period,
if
any,
and
is
included
on
the
accompanying
Statement
of
Operations.
The
change
in
unrealized
gain/loss
on
Level
3
instruments
held
at
June
30,
2024,
totaled $(3,469,000) for
the
six
months ended
June
30,
2024.
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Common
Stocks
$
3,918,201
$
105,892
$
43,654
$
4,067,747
Convertible
Bonds
—
—
2,301
2,301
Convertible
Preferred
Stocks
—
—
94,601
94,601
Short-Term
Investments
76,501
—
—
76,501
Total
$
3,994,702
$
105,892
$
140,556
$
4,241,150
($000s)
Beginning
Balance
12/31/23
Gain
(Loss)
During
Period
Total
Purchases
Total
Sales
Ending
Balance
6/30/24
Investment
in
Securities
Common
Stocks
$
23,866
$
(1,671)
$
21,529
$
(70)
$
43,654
Convertible
Bonds
—
—
2,301
—
2,301
Convertible
Preferred
Stocks
98,158
(1,046)
—
(2,511)
94,601
Total
$
122,024
$
(2,717)
$
23,830
$
(2,581)
$
140,556
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
In
accordance
with
GAAP,
the
following
table
provides
quantitative
information
about
significant
unobservable
inputs
used
to
determine
the
fair
valuations
of
the
fund’s
Level
3
assets,
by
class
of
financial
instrument.
Because
the
Valuation
Designee considers
a
wide
variety
of
factors
and
inputs,
both
observable
and
unobservable,
in
determining
fair
values,
the
unobservable
inputs
presented
do
not
reflect
all
inputs
significant
to
the
fair
value
determination.
Investments
in
Securities
Value
(000s)
Valuation
Technique(s)+
Significant
Unobservable
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Common
Stock
$43,654
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Market
comparable
Enterprise
value
to
sales
multiple
1.7x
-
11.5x
2.8x
Increase
Sales
growth
rate
1%
-
5%
3%
Increase
Enterprise
value
to
gross
profit
multiple
4.7x
-
15.3x
8.6x
Increase
Gross
profit
growth
rate
17%
17%
Increase
Enterprise
value
to
EBITDA
multiple
18.1x
18.1x
Increase
Price
to
tangible
book
value
multiple
1.4x
-
2.7x
1.7x
Increase
Tangible
book
value
growth
rate
3%
-
15%
13%
Increase
Discount
for
lack
of
marketability
10%
10%
Decrease
Options
pricing
model
Private
company
valuation
—#
—#
—#
Risk-free
rate
5%
5%
Increase
Volatility
41%
41%
Increase
Convertible
Bonds
$2,301
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Convertible
Preferred
Stocks
$94,601
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Conversion
ratio
—#
—#
—#
Market
Comparable
Premium
for
liquidation
preference
—#
—#
—#
Premium
to
public
company
multiples
25%
-
147%
87%
Increase
Probability
for
potential
outcome
25%
-
50%
33%
Increase
Enterprise
value
to
sales
multiple
1.1x
-
11.9x
7.2x
Increase
Projected
enterprise
value
to
sales
multiple
2.6x
-
17.6x
8.2x
Increase
Sales
growth
rate
1%
-
129%
56%
Increase
Enterprise
value
to
gross
profit
multiple
1.5x
-
21.6x
14.7x
Increase
Projected
enterprise
value
to
gross
profit
multiple
6.8x
-
21.6x
17.5x
Increase
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
+
Valuation
techniques
may
change
in
order
to
reflect the
Valuation
Designee’s
judgment
of
current
market
participant
assumptions.
*
Unobservable
inputs
were
weighted
by
the
relative
fair
value
of
the
instruments.
**
Represents
the
directional
change
in
the
fair
value
of
the
Level
3
investment(s)
that
would
have
resulted
from
an
increase
in
the
corresponding
input
at
period
end.
A
decrease
in
the
unobservable
input
would
have
had
the
opposite
effect.
Significant
increases
and
decreases
in
these
inputs
in
isolation
could
result
in
significantly
higher
or
lower
fair
value
measurements.
#
No
quantitative
unobservable
inputs
significant
to
the
valuation
technique
were
created
by
the
Valuation
Designee.
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.
Other
Purchases
and
sales
of
portfolio
securities
other
than
in-kind
transactions,
if
any,
and short-term securities
aggregated $1,160,615,000 and
$1,374,958,000,
respectively,
for
the
six
months ended
June
30,
2024.
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.
Financial
reporting
records
are
adjusted
for
permanent
book/tax
differences
to
reflect
tax
character
but
are
not
adjusted
for
temporary
differences.
The
amount
and
character
of
tax-basis
distributions
and
composition
of
net
assets
are
finalized
at
fiscal
year-end;
accordingly,
tax-basis
balances
have
not
been
determined
as
of
the
date
of
this
report.
Investments
in
Securities
Value
(000s)
Valuation
Technique(s)+
Significant
Unobservable
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Gross
profit
growth
rate
17%
-
171%
84%
Increase
Enterprise
value
to
EBITDA
multiple
11.5x
-
18.1x
15.2x
Increase
Projected
enterprise
value
to
EBITDA
multiple
25.0x
-
37.6x
35.2x
Increase
EBITDA
growth
rate
56%
56%
Increase
Price
to
tangible
book
value
multiple
1.4x
-
2.7x
2.4x
Increase
Tangible
book
value
growth
rate
3%
-
7%
5%
Increase
Price
to
net
asset
value
multiple
0.9x
0.9x
Increase
Discount
rate
for
cost
of
capital
10%
-
30%
15%
Decrease
Discount
for
uncertainty
80%
-
100%
87%
Decrease
Discount
for
lack
of
marketability
10%
10%
Decrease
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
At
June
30,
2024,
the
cost
of
investments
(including
derivatives,
if
any)
for
federal
income
tax
purposes
was
$3,272,367,000.
Net
unrealized
gain
aggregated
$968,782,000
at
period-end,
of
which
$1,213,464,000
related
to
appreciated
investments
and
$244,682,000
related
to
depreciated
investments.
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). Price
Associates
has
entered
into
a
sub-advisory
agreement(s)
with
one
or
more
of
its
wholly
owned
subsidiaries,
to
provide
investment
advisory
services
to
the
fund. The
investment
management
agreement
between
the
fund
and
Price
Associates
provides
for
an
annual
investment
management
fee
equal
to 0.65%
of
the
fund’s
average
daily
net
assets.
The
fee
is
computed
daily
and
paid
monthly.
The fund
is
subject
to
an
operating
expense
limitation
pursuant
to
which
Price
Associates
is
contractually
required
to
pay
all
operating
expenses
of
the
fund,
excluding
management
fees;
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
nonrecurring,
extraordinary
expenses;
and
acquired
fund
fees
and
expenses,
to
the
extent
such
operating
expenses,
on
an
annualized
basis,
exceed
the
limit.
This
agreement
will
continue
through
the
expense
limitation
date
indicated
in
the
table
below,
and
may
be
renewed,
revised,
or
revoked
only
with
approval
of
the
fund’s
Board.
The
fund
is
required
to
repay
Price
Associates
for
expenses
previously
paid
to
the
extent
the
fund’s
net
assets
grow
or
expenses
decline
sufficiently
to
allow
repayment
without
causing
the
fund’s
operating
expenses
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
limit
in
place
at
the
time
such
amounts
were
paid;
or
(2)
the
current
limit.
However,
no
repayment
will
be
made
more
than
three
years
after
the
date
of
a
payment
or
waiver.
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
six
months
ended
June
30,
2024,
expenses
incurred
pursuant
to
these
service
agreements
were
$58,000
for
Price
Associates
and
$4,000
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.
T.
Rowe
Price
Investment
Services,
Inc.
(Investment
Services)
serves
as
distributor
to
the
fund.
Pursuant
to
an
underwriting
agreement,
no
compensation
for
any
distribution
services
provided
is
paid
to
Investment
Services
by
the
fund
(except
for
12b-1
fees
under
a
Board-approved
Rule
12b-1
plan).
Expense
limitation
0.05%
Expense
limitation
date
02/28/27
(Waived)/repaid
during
the
period
($000s)
$—
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
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
six
months
ended
June
30,
2024,
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
brokerage
commissions
embedded
in
the
cost
of
the
fund’s
foreign
currency
transactions. This
agreement
may
be
rescinded
at
any
time. For
the
six
months ended
June
30,
2024,
these
reimbursements
amounted
to
$23,000,
which
is
included
in
Net
realized
gain
(loss)
on
Securities
in
the
Statement
of
Operations.
NOTE
7
-
OTHER
MATTERS
Unpredictable environmental,
political,
social
and
economic
events,
including
but
not
limited
to,
environmental
or
natural
disasters,
war
and
conflict
(including
Russia’s
military
invasion
of
Ukraine
and
the
conflict
in
Israel,
Gaza
and
surrounding
areas),
terrorism,
geopolitical
developments
(including
trading
and
tariff
arrangements,
sanctions
and
cybersecurity
attacks),
and
public
health
epidemics
(including
the
global
outbreak
of
COVID-19)
and
similar
public
health
threats,
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
a
fund
invests.
The
extent
and
duration
of
such
events
and
resulting
market
disruptions
cannot
be
predicted.
These
and
other
similar
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.
The
fund’s
performance
could
be
negatively
impacted
if
the
value
of
a
portfolio
holding
were
harmed
by
these
or
such
events.
Management
actively
monitors
the
risks
and
financial
impacts
arising
from
such
events.
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
Each
year,
the
fund’s
Board
of
Directors
(Board)
considers
the
continuation
of
the
investment
management
agreement
(Advisory
Contract)
between
the
fund
and
its
investment
adviser,
T.
Rowe
Price
Associates,
Inc.
(Adviser),
as
well
as
the
investment
subadvisory
agreement
(Subadvisory
Contract)
that
the
Adviser
has
entered
into
with
T.
Rowe
Price
Investment
Management,
Inc.
(Subadviser)
on
behalf
of
the
fund.
In
that
regard,
at
a
meeting
held
on
March
11–12,
2024
(Meeting),
the
Board,
including
all
of
the
fund’s
independent
directors
present
in
person
at
the
Meeting,
approved
the
continuation
of
the
fund’s
Advisory
Contract
and
Subadvisory
Contract.
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
and
Subadviser
and
the
approval
of
the
Advisory
Contract
and
Subadvisory
Contract.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Advisory
Contract
and
Subadvisory
Contract
by
independent
legal
counsel
from
whom
they
received
separate
legal
advice
and
with
whom
they
met
separately.
In
providing
information
to
the
Board,
the
Adviser
was
guided
by
a
detailed
set
of
requests
for
information
submitted
by
independent
legal
counsel
on
behalf
of
the
independent
directors.
In
considering
and
approving
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract,
the
Board
considered
the
information
it
believed
was
relevant,
including,
but
not
limited
to,
the
information
discussed
below.
The
Board
considered
not
only
the
specific
information
presented
in
connection
with
the
Meeting,
but
also
the
knowledge
gained
over
time
through
interaction
with
the
Adviser
and
Subadviser
about
various
topics.
The
Board
also
considered
that
the
Subadviser
has
its
own
investment
platform
and
investment
management
leadership,
and
the
Adviser
and
Subadviser
have
implemented
information
barriers
restricting
the
sharing
of
investment
information
and
voting
activity.
The
Board
meets
regularly
and,
at
each
of
its
meetings,
covers
an
extensive
agenda
of
topics
and
materials
and
considers
factors
that
are
relevant
to
its
annual
consideration
of
the
renewal
of
the
T.
Rowe
Price
funds’
advisory
contracts,
including
performance
and
the
services
and
support
provided
to
the
funds
and
their
shareholders.
Services
Provided
by
the
Adviser
and
Subadviser
The
Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
the
fund
by
the
Adviser
and
Subadviser.
These
services
included,
but
were
not
limited
to,
directing
the
fund’s
investments
in
accordance
with
its
investment
program
and
the
overall
management
of
the
fund’s
portfolio,
as
well
as
a
variety
of
related
activities
such
as
financial,
investment
operations,
and
administrative
services;
compliance;
maintaining
the
fund’s
records
and
registrations;
and
shareholder
communications.
However,
the
Board
noted
that
there
are
information
barriers
between
investment
personnel
of
the
Adviser
and
Subadviser
that
restrict
the
sharing
of
certain
information,
such
as
investment
research,
trading,
and
proxy
voting.
The
Board
also
reviewed
the
background
and
experience
of
the
Adviser’s
and
Subadviser’s
senior
management
teams
and
investment
personnel
involved
in
the
management
of
the
fund,
as
well
as
the
Adviser’s
compliance
record.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
nature,
quality,
and
extent
of
the
services
provided
by
the
Adviser
and
Subadviser,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract.
Investment
Performance
of
the
Fund
The
Board
took
into
account
discussions
with
the
Adviser
and
detailed
reports
that
it
regularly
receives
throughout
the
year
on
relative
and
absolute
performance
for
the
T.
Rowe
Price
funds.
In
connection
with
the
Meeting,
the
Board
reviewed
information
provided
by
the
Adviser
that
compared
the
fund’s
total
returns,
as
well
as
a
wide
variety
of
other
previously
agreed-upon
performance
measures
and
market
data,
against
relevant
benchmark
indexes
and
peer
groups
of
funds
with
similar
investment
programs
for
various
periods
through
December
31,
2023.
Additionally,
the
Board
reviewed
the
fund’s
relative
performance
information
as
of
September
30,
2023,
which
ranked
the
fund’s
returns
for
various
periods
against
a
universe
of
funds
with
similar
investment
programs
selected
by
Broadridge,
an
independent
provider
of
mutual
fund
data.
In
the
course
of
its
deliberations,
the
Board
considered
performance
information
provided
throughout
the
year
and
in
connection
with
the
Advisory
Contract
review
at
the
Meeting,
as
well
as
information
provided
during
investment
review
meetings
conducted
with
portfolio
managers
and
senior
investment
personnel
during
the
course
of
the
year
regarding
the
fund’s
performance.
The
Board
also
considered
relevant
factors,
such
as
overall
market
conditions
and
trends
that
could
adversely
impact
the
fund’s
performance,
the
length
of
the
fund’s
performance
track
record,
and
how
closely
the
fund’s
strategies
align
with
its
benchmarks
and
peer
groups.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
fund’s
performance,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract.
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
Costs,
Benefits,
Profits,
and
Economies
of
Scale
The
Board
reviewed
detailed
information
regarding
the
revenues
received
by
the
Adviser
under
the
Advisory
Contract
and
other
direct
and
indirect
benefits
that
the
Adviser
(and
its
affiliates,
including
the
Subadviser)
may
have
realized
from
its
relationship
with
the
fund.
In
considering
soft-dollar
arrangements
pursuant
to
which
research
may
be
received
from
broker-
dealers
that
execute
the
fund’s
portfolio
transactions,
the
Board
noted
that
during
2023
the
Adviser
paid
the
costs
of
research
services
for
all
client
accounts
that
it
advises,
including
the
T.
Rowe
Price
funds.
However,
effective
January
1,
2024,
the
Adviser
will
begin
using
brokerage
commissions
in
connection
with
certain
T.
Rowe
Price
funds’
securities
transactions
to
pay
for
research
when
permissible.
The
Board
received
information
on
the
estimated
costs
incurred
and
profits
realized
by
the
Adviser
from
managing
the
T.
Rowe
Price
funds.
The
Board
also
reviewed
estimates
of
the
profits
realized
from
managing
the
fund
in
particular,
and
the
Board
concluded
that
the
Adviser’s
profits
were
reasonable
in
light
of
the
services
provided
to
the
fund.
The
Board
also
considered
whether
the
fund
benefits
under
the
fee
levels
set
forth
in
the
Advisory
Contract
or
otherwise
from
any
economies
of
scale
realized
by
the
Adviser.
Under
the
Advisory
Contract,
the
fund
pays
a
fee
to
the
Adviser
for
investment
management
services
based
on
the
fund’s
average
daily
net
assets
and
the
fund
pays
its
own
expenses
of
operations.
Under
the
Subadvisory
Contract,
the
Adviser
may
pay
the
Subadviser
up
to
60%
of
the
advisory
fees
that
the
Adviser
receives
from
the
fund.
Assets
of
the
fund
are
included
in
the
calculation
of
the
group
fee
rate,
which
serves
as
a
component
of
the
management
fee
for
many
other
T.
Rowe
Price
funds
and
declines
at
certain
asset
levels
based
on
the
combined
average
net
assets
of
most
of
the
T.
Rowe
Price
funds
(including
the
fund).
Although
the
fund
does
not
have
a
group
fee
component
to
its
management
fee,
its
assets
are
included
in
the
calculation
because
certain
resources
utilized
to
operate
the
fund
are
shared
with
other
T.
Rowe
Price
funds.
The
fund’s
shareholders
also
benefit
from
potential
economies
of
scale
through
a
decline
in
certain
operating
expenses
as
the
fund
grows
in
size.
However,
the
fund
is
also
subject
to
a
contractual
expense
limitation
that
requires
the
Adviser
to
waive
its
fees
and/or
bear
any
expenses
that
would
otherwise
cause
the
expenses
of
the
fund
to
exceed
a
certain
percentage.
In
addition,
the
Board
noted
that
the
fund
potentially
shares
in
indirect
economies
of
scale
through
the
Adviser’s
and
Subadviser’s
ongoing
investments
in
their
business
in
support
of
the
T.
Rowe
Price
funds,
including
investments
in
trading
systems,
technology,
and
regulatory
support
enhancements,
and
the
ability
to
possibly
negotiate
lower
fee
arrangements
with
third-party
service
providers.
The
Board
concluded
that
the
advisory
fee
structure
for
the
fund
provides
for
a
reasonable
sharing
of
benefits
from
any
economies
of
scale
with
the
fund’s
investors.
Fees
and
Expenses
The
Board
was
provided
with
information
regarding
industry
trends
in
management
fees
and
expenses.
Among
other
things,
the
Board
reviewed
data
for
peer
groups
that
were
compiled
by
Broadridge,
which
compared:
(i)
contractual
management
fees,
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Expense
Group)
and
(ii)
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
fund
with
a
broader
set
of
funds
within
the
Lipper
investment
classification
(Expense
Universe).
The
Board
considered
the
fund’s
contractual
management
fee
rate,
actual
management
fee
rate
(which
reflects
the
management
fees
actually
received
from
the
fund
by
the
Adviser
after
any
applicable
waivers,
reductions,
or
reimbursements),
operating
expenses,
and
total
expenses
(which
reflect
the
net
total
expense
ratio
of
the
fund
after
any
waivers,
reductions,
or
reimbursements)
in
comparison
with
the
information
for
the
Broadridge
peer
groups.
Broadridge
generally
constructed
the
peer
groups
by
seeking
the
most
comparable
funds
based
on
similar
investment
classifications
and
objectives,
expense
structure,
asset
size,
and
operating
components
and
attributes
and
ranked
funds
into
quintiles,
with
the
first
quintile
representing
the
funds
with
the
lowest
relative
expenses
and
the
fifth
quintile
representing
the
funds
with
the
highest
relative
expenses.
Broadridge
constructed
peer
groups
consisting
of
small-cap
growth
funds
and
the
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
in
the
second
quintile
(Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
second
quintile
(Expense
Group
and
Expense
Universe),
and
the
fund’s
total
expenses
ranked
in
the
first
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Institutional
Small-Cap
Stock
Fund
quintile
(Expense
Group
and
Expense
Universe).
At
the
request
of
the
Adviser,
Broadridge
also
constructed
peer
groups
consisting
of
small-cap
core
funds
and
the
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
in
the
second
quintile
(Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
second
quintile
(Expense
Group
and
Expense
Universe),
and
the
fund’s
total
expenses
ranked
in
the
second
quintile
(Expense
Group)
and
first
quintile
(Expense
Universe).
The
Board
also
reviewed
the
fee
schedules
for
other
investment
portfolios
with
similar
mandates
that
are
advised
or
subadvised
by
the
Adviser
and
its
affiliates,
including
separately
managed
accounts
for
institutional
and
individual
investors;
subadvised
funds;
and
other
sponsored
investment
portfolios,
including
collective
investment
trusts
and
pooled
vehicles
organized
and
offered
to
investors
outside
the
United
States.
Management
provided
the
Board
with
information
about
the
Adviser’s
responsibilities
and
services
provided
to
subadvisory
and
other
institutional
account
clients,
including
information
about
how
the
requirements
and
economics
of
the
institutional
business
are
fundamentally
different
from
those
of
the
proprietary
mutual
fund
business.
The
Board
considered
information
showing
that
the
Adviser’s
mutual
fund
business
is
generally
more
complex
from
a
business
and
compliance
perspective
than
its
institutional
account
business
and
considered
various
relevant
factors,
such
as
the
broader
scope
of
operations
and
oversight,
more
extensive
shareholder
communication
infrastructure,
greater
asset
flows,
heightened
business
risks,
and
differences
in
applicable
laws
and
regulations
associated
with
the
Adviser’s
proprietary
mutual
fund
business.
In
assessing
the
reasonableness
of
the
fund’s
management
fee
rate,
the
Board
considered
the
differences
in
the
nature
of
the
services
required
for
the
Adviser
to
manage
its
mutual
fund
business
versus
managing
a
discrete
pool
of
assets
as
a
subadviser
to
another
institution’s
mutual
fund
or
for
an
institutional
account
and
that
the
Adviser
generally
performs
significant
additional
services
and
assumes
greater
risk
in
managing
the
fund
and
other
T.
Rowe
Price
funds
than
it
does
for
institutional
account
clients,
including
subadvised
funds.
On
the
basis
of
the
information
provided
and
the
factors
considered,
the
Board
concluded
that
the
fees
paid
by
the
fund
under
the
Advisory
Contract
are
reasonable.
Approval
of
the
Advisory
Contract
and
Subadvisory
Contract
As
noted,
the
Board
approved
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract.
No
single
factor
was
considered
in
isolation
or
to
be
determinative
to
the
decision.
Rather,
the
Board
concluded,
in
light
of
a
weighting
and
balancing
of
all
factors
considered,
that
it
was
in
the
best
interests
of
the
fund
and
its
shareholders
for
the
Board
to
approve
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract
(including
the
fees
to
be
charged
for
services
thereunder).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
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.
E129-051
8/24
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Remuneration paid to Directors is included in Item 7 of this Form N-CSR and/or the Statement of Additional Information.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
If applicable, see Item 7.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. 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 16. 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 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
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 Institutional Small-Cap Stock Fund |
| By | | /s/ David Oestreicher | | |
| | David Oestreicher | | |
| | Principal Executive Officer | | |
| | |
| Date | | August 20, 2024 | | |
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 | | August 20, 2024 | | |
| | | | |
| By | | /s/ Alan S. Dupski | | |
| | Alan S. Dupski | | |
| | Principal Financial Officer | | |
| | |
| Date | | August 20, 2024 | | |
