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, 2024

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Annual Shareholder Report

December 31, 2024

Hedged Equity Fund

Investor Class (PHEFX)

This annual shareholder report contains important information about Hedged Equity Fund (the "fund") for the period of January 1, 2024 to December 31, 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 year? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Hedged Equity Fund - Investor Class	$82	0.75%

What drove fund performance during the past 12 months?

• U.S. stocks produced strong gains for the second consecutive year in 2024, and various equity indexes reached new all-time highs during the year. The equity market was buoyed by generally favorable corporate earnings and by continuing interest in companies expected to benefit from artificial intelligence developments. Large-cap stocks strongly outperformed their small- and mid-cap peers. As measured by Russell indexes, growth stocks outperformed value stocks across all market capitalizations, especially in the large-cap space.

• Versus the S&P 500 Index, the fund’s position in the U.S. Structured Research Strategy contributed to relative results. Selection within the Integrated Equity U.S. Equity Lower Volatility allocation was also additive during the trailing 12 months.

• The derivatives hedge that reduces the Fund’s net equity exposure detracted from relative results given the strong equity market throughout the year. Exposure to U.S. Treasury futures further detracted as longer-term rates rose over the year, sending prices lower.

• The fund seeks capital appreciation by investing in U.S. large-cap equities while aiming to deliver a lower risk profile, especially during significant equity downturns, by investing in multiple tail risk mitigating strategies. The fund uses an approach to risk estimation that gives more weight to extreme negative returns.

• The fund held material exposure to various types of derivatives, which are used to efficiently access or adjust exposure to certain market segments and/or to manage portfolio volatility. Exposure to these derivatives detracted from total returns. 

How has the fund performed?

Cumulative Returns of a Hypothetical $10,000 Investment as of December 31, 2024

	Investor Class	Regulatory Benchmark	Strategy Benchmark
7/5/23	10,000	10,000	10,000
9/30/23	9,810	9,685	9,679
12/31/23	10,724	10,855	10,810
3/31/24	11,679	11,942	11,951
6/30/24	12,071	12,326	12,463
9/30/24	12,624	13,094	13,197
12/31/24	12,763	13,439	13,515

202501-4140694, 202502-4108596

F1544-052 2/25

Average Annual Total Returns

	1 Year	Since Inception 7/5/23
Hedged Equity Fund (Investor Class)	19.01%	17.80%
Russell 3000 Index (Regulatory Benchmark)	23.81	21.96
S&P 500 Index (Strategy Benchmark)	25.02	22.42

The preceding line graph shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund’s performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. The fund's total return figures reflect the reinvestment of dividends and capital gains, if any.Neither the fund’s returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares.The fund’s past performance is not a good predictor of the fund’s future performance.Updated performance information can be found at www.troweprice.com.

What are some fund statistics?

Fund Statistics

• Total Net Assets (000s)$3,793,089
• Number of Portfolio Holdings338

• Investment Advisory Fees Paid (000s)$757
• Portfolio Turnover Rate40.7%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Information Technology	29.1%
Financials	13.2
Health Care	10.1
Consumer Discretionary	9.9
Communication Services	8.2
Industrials & Business Services	7.1
Consumer Staples	5.7
Energy	3.0
Utilities	2.6
Other	11.1

Top Ten Holdings (as a % of Net Assets)

Apple	6.7%
NVIDIA	5.7
Microsoft	5.6
Amazon.com	3.5
Alphabet	3.3
Broadcom	2.3
Meta Platforms	2.2
Tesla	1.9
Eli Lilly	1.6
Visa	1.2

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.

Frank Russell Company "LSE" and S&P do not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

Hedged Equity Fund 

Investor Class (PHEFX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

December 31, 2024

Hedged Equity Fund

I Class (PHEIX)

This annual shareholder report contains important information about Hedged Equity Fund (the "fund") for the period of January 1, 2024 to December 31, 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 year? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Hedged Equity Fund - I Class	$52	0.47%

What drove fund performance during the past 12 months?

• U.S. stocks produced strong gains for the second consecutive year in 2024, and various equity indexes reached new all-time highs during the year. The equity market was buoyed by generally favorable corporate earnings and by continuing interest in companies expected to benefit from artificial intelligence developments. Large-cap stocks strongly outperformed their small- and mid-cap peers. As measured by Russell indexes, growth stocks outperformed value stocks across all market capitalizations, especially in the large-cap space.

• Versus the S&P 500 Index, the fund’s position in the U.S. Structured Research Strategy contributed to relative results. Selection within the Integrated Equity U.S. Equity Lower Volatility allocation was also additive during the trailing 12 months.

• The derivatives hedge that reduces the Fund’s net equity exposure detracted from relative results given the strong equity market throughout the year. Exposure to U.S. Treasury futures further detracted as longer-term rates rose over the year, sending prices lower.

• The fund seeks capital appreciation by investing in U.S. large-cap equities while aiming to deliver a lower risk profile, especially during significant equity downturns, by investing in multiple tail risk mitigating strategies. The fund uses an approach to risk estimation that gives more weight to extreme negative returns.

• The fund held material exposure to various types of derivatives, which are used to efficiently access or adjust exposure to certain market segments and/or to manage portfolio volatility. Exposure to these derivatives detracted from total returns. 

How has the fund performed?

Cumulative Returns of a Hypothetical $500,000 Investment as of December 31, 2024

	I Class	Regulatory Benchmark	Strategy Benchmark
7/5/23	500,000	500,000	500,000
9/30/23	490,500	484,266	483,935
12/31/23	536,829	542,726	540,515
3/31/24	585,083	597,103	597,571
6/30/24	604,687	616,306	623,170
9/30/24	633,338	654,697	659,853
12/31/24	641,080	671,937	675,750

202501-4140694, 202502-4108596

F1545-052 2/25

Average Annual Total Returns

	1 Year	Since Inception 7/5/23
Hedged Equity Fund (I Class)	19.42%	18.17%
Russell 3000 Index (Regulatory Benchmark)	23.81	21.96
S&P 500 Index (Strategy Benchmark)	25.02	22.42

The preceding line graph shows the value of a hypothetical $500,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund’s performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. The fund's total return figures reflect the reinvestment of dividends and capital gains, if any.Neither the fund’s returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares.The fund’s past performance is not a good predictor of the fund’s future performance.Updated performance information can be found at www.troweprice.com.

What are some fund statistics?

Fund Statistics

• Total Net Assets (000s)$3,793,089
• Number of Portfolio Holdings338

• Investment Advisory Fees Paid (000s)$757
• Portfolio Turnover Rate40.7%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Information Technology	29.1%
Financials	13.2
Health Care	10.1
Consumer Discretionary	9.9
Communication Services	8.2
Industrials & Business Services	7.1
Consumer Staples	5.7
Energy	3.0
Utilities	2.6
Other	11.1

Top Ten Holdings (as a % of Net Assets)

Apple	6.7%
NVIDIA	5.7
Microsoft	5.6
Amazon.com	3.5
Alphabet	3.3
Broadcom	2.3
Meta Platforms	2.2
Tesla	1.9
Eli Lilly	1.6
Visa	1.2

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.

Frank Russell Company "LSE" and S&P do not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

Hedged Equity Fund 

I Class (PHEIX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

December 31, 2024

Hedged Equity Fund

Z Class (PZHEX)

This annual shareholder report contains important information about Hedged Equity Fund (the "fund") for the period of January 1, 2024 to December 31, 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 year? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Hedged Equity Fund - Z Class	$0	0.00%

What drove fund performance during the past 12 months?

• U.S. stocks produced strong gains for the second consecutive year in 2024, and various equity indexes reached new all-time highs during the year. The equity market was buoyed by generally favorable corporate earnings and by continuing interest in companies expected to benefit from artificial intelligence developments. Large-cap stocks strongly outperformed their small- and mid-cap peers. As measured by Russell indexes, growth stocks outperformed value stocks across all market capitalizations, especially in the large-cap space.

• Versus the S&P 500 Index, the fund’s position in the U.S. Structured Research Strategy contributed to relative results. Selection within the Integrated Equity U.S. Equity Lower Volatility allocation was also additive during the trailing 12 months.

• The derivatives hedge that reduces the Fund’s net equity exposure detracted from relative results given the strong equity market throughout the year. Exposure to U.S. Treasury futures further detracted as longer-term rates rose over the year, sending prices lower.

• The fund seeks capital appreciation by investing in U.S. large-cap equities while aiming to deliver a lower risk profile, especially during significant equity downturns, by investing in multiple tail risk mitigating strategies. The fund uses an approach to risk estimation that gives more weight to extreme negative returns.

• The fund held material exposure to various types of derivatives, which are used to efficiently access or adjust exposure to certain market segments and/or to manage portfolio volatility. Exposure to these derivatives detracted from total returns. 

How has the fund performed?

Cumulative Returns of a Hypothetical $10,000 Investment as of December 31, 2024

	Z Class	Regulatory Benchmark	Strategy Benchmark
7/5/23	10,000	10,000	10,000
9/30/23	9,840	9,685	9,679
12/31/23	10,781	10,855	10,810
3/31/24	11,757	11,942	11,951
6/30/24	12,170	12,326	12,463
9/30/24	12,754	13,094	13,197
12/31/24	12,929	13,439	13,515

202501-4140694, 202502-4108596

F1546-052 2/25

Average Annual Total Returns

	1 Year	Since Inception 7/5/23
Hedged Equity Fund (Z Class)	19.92%	18.83%
Russell 3000 Index (Regulatory Benchmark)	23.81	21.96
S&P 500 Index (Strategy Benchmark)	25.02	22.42

The preceding line graph shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund’s performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. The fund's total return figures reflect the reinvestment of dividends and capital gains, if any.Neither the fund’s returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares.The fund’s past performance is not a good predictor of the fund’s future performance.Updated performance information can be found at www.troweprice.com.

What are some fund statistics?

Fund Statistics

• Total Net Assets (000s)$3,793,089
• Number of Portfolio Holdings338

• Investment Advisory Fees Paid (000s)$757
• Portfolio Turnover Rate40.7%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Information Technology	29.1%
Financials	13.2
Health Care	10.1
Consumer Discretionary	9.9
Communication Services	8.2
Industrials & Business Services	7.1
Consumer Staples	5.7
Energy	3.0
Utilities	2.6
Other	11.1

Top Ten Holdings (as a % of Net Assets)

Apple	6.7%
NVIDIA	5.7
Microsoft	5.6
Amazon.com	3.5
Alphabet	3.3
Broadcom	2.3
Meta Platforms	2.2
Tesla	1.9
Eli Lilly	1.6
Visa	1.2

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.

Frank Russell Company "LSE" and S&P do not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

Hedged Equity Fund 

Z Class (PZHEX)

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.

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 Mr. Paul F. McBride qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. McBride 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:

		2024			2023
	Audit Fees	$	23,525		$	25,357
	Audit-Related Fees		-			-
	Tax Fees		-			-
	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 $1,262,000 and $1,524,000, 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.

(i) Not applicable.

(j) Not applicable.

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

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

December

31,

2024

Financial

Statements

and

Other

Information

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

PHEFX

Hedged

Equity

Fund

PHEIX

Hedged

Equity

Fund–

.

I Class

PZHEX

Hedged

Equity

Fund–

.

Z Class

T.

ROWE

PRICE

Hedged

Equity

Fund

Financial

Highlights

2

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

(1)

.

.

Year

Ended

12/31/24

7/5/23

(1)

Through

12/31/23

NET

ASSET

VALUE

Beginning

of

period

$

10

.67‌

$

10

.00‌

Investment

activities

Net

investment

income

(2)(3)

0

.10‌

0

.06‌

Net

realized

and

unrealized

gain/loss

1

.94‌

0

.67‌

Total

from

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activities

2

.04‌

0

.73‌

Distributions

Net

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income

(

0

.15‌

)

(

0

.05‌

)

Net

realized

gain

(

0

.20‌

)

(

0

.01‌

)

Total

distributions

(

0

.35‌

)

(

0

.06‌

)

NET

ASSET

VALUE

End

of

period

$

12

.36‌

$

10

.67‌

Ratios/Supplemental

Data

Total

return

(3)(4)

19

.01‌

%

7

.24‌

%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

0

.99‌

%

1

.35‌

%

(5)

Net

expenses

after

waivers/payments

by

Price

Associates

0

.75‌

%

0

.82‌

%

(5)

Net

investment

income

0

.84‌

%

1

.21‌

%

(5)

Portfolio

turnover

rate

40

.7‌

%

16

.1‌

%

Net

assets,

end

of

period

(in

thousands)

$3,889

$353

0‌

%

0‌

%

(1)

Inception

date

(2)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(3)

Includes

the

impact

of

expense-related

arrangements

with

Price

Associates.

(4)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(5)

Annualized

T.

ROWE

PRICE

Hedged

Equity

Fund

Financial

Highlights

3

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

(1)

.

.

Year

Ended

12/31/24

7/5/23

(1)

Through

12/31/23

NET

ASSET

VALUE

Beginning

of

period

$

10

.68‌

$

10

.00‌

Investment

activities

Net

investment

income

(2)(3)

0

.14‌

0

.08‌

Net

realized

and

unrealized

gain/loss

1

.95‌

0

.66‌

Total

from

investment

activities

2

.09‌

0

.74‌

Distributions

Net

investment

income

(

0

.17‌

)

(

0

.05‌

)

Net

realized

gain

(

0

.20‌

)

(

0

.01‌

)

Total

distributions

(

0

.37‌

)

(

0

.06‌

)

NET

ASSET

VALUE

End

of

period

$

12

.40‌

$

10

.68‌

Ratios/Supplemental

Data

Total

return

(3)(4)

19

.42‌

%

7

.37‌

%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

0

.47‌

%

0

.53‌

%

(5)

Net

expenses

after

waivers/payments

by

Price

Associates

0

.47‌

%

0

.53‌

%

(5)

Net

investment

income

1

.11‌

%

1

.54‌

%

(5)

Portfolio

turnover

rate

40

.7‌

%

16

.1‌

%

Net

assets,

end

of

period

(in

millions)

$456

$113

0‌

%

0‌

%

(1)

Inception

date

(2)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(3)

Includes

the

impact

of

expense-related

arrangements

with

Price

Associates.

(4)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(5)

Annualized

T.

ROWE

PRICE

Hedged

Equity

Fund

Financial

Highlights

4

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Z

Class

(1)

.

.

Year

Ended

12/31/24

7/5/23

(1)

Through

12/31/23

NET

ASSET

VALUE

Beginning

of

period

$

10

.71‌

$

10

.00‌

Investment

activities

Net

investment

income

(2)(3)

0

.19‌

0

.10‌

Net

realized

and

unrealized

gain/loss

1

.96‌

0

.68‌

Total

from

investment

activities

2

.15‌

0

.78‌

Distributions

Net

investment

income

(

0

.20‌

)

(

0

.06‌

)

Net

realized

gain

(

0

.20‌

)

(

0

.01‌

)

Total

distributions

(

0

.40‌

)

(

0

.07‌

)

NET

ASSET

VALUE

End

of

period

$

12

.46‌

$

10

.71‌

Ratios/Supplemental

Data

Total

return

(3)(4)

19

.92‌

%

7

.81‌

%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

0

.46‌

%

0

.53‌

%

(5)

Net

expenses

after

waivers/payments

by

Price

Associates

0

.00‌

%

0

.00‌

%

(5)

Net

investment

income

1

.60‌

%

2

.05‌

%

(5)

Portfolio

turnover

rate

40

.7‌

%

16

.1‌

%

Net

assets,

end

of

period

(in

millions)

$3,333

$3,071

0‌

%

0‌

%

(1)

Inception

date

(2)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(3)

Includes

the

impact

of

expense-related

arrangements

with

Price

Associates.

(4)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(5)

Annualized

T.

ROWE

PRICE

Hedged

Equity

Fund

December

31,

2024

5

Portfolio

of

Investments

‡

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

COMMON

STOCKS

 91.9%

COMMUNICATION

SERVICES

 8.2%

Diversified

Telecommunication

Services

 0.2%

AT&T 

193,013‌

4,395‌

Verizon

Communications 

81,653‌

3,265‌

7,660‌

Entertainment

 1.1%

Electronic

Arts 

10,385‌

1,519‌

Netflix (1)

33,649‌

29,992‌

Spotify

Technology (1)

5,824‌

2,606‌

Walt

Disney 

54,916‌

6,115‌

40,232‌

Interactive

Media

&

Services

 5.6%

Alphabet,

Class

A 

265,876‌

50,330‌

Alphabet,

Class

C 

393,732‌

74,982‌

Meta

Platforms,

Class

A 

143,409‌

83,968‌

Pinterest,

Class

A (1)

85,500‌

2,480‌

211,760‌

Media

 0.5%

Charter

Communications,

Class

A (1)

20,750‌

7,113‌

Comcast,

Class

A 

251,969‌

9,456‌

Omnicom

Group 

33,159‌

2,853‌

19,422‌

Wireless

Telecommunication

Services

 0.8%

T-Mobile

U.S. 

137,250‌

30,295‌

30,295‌

Total

Communication

Services

309,369‌

CONSUMER

DISCRETIONARY

 9.9%

Automobile

Components

 0.0%

Autoliv 

18,700‌

1,754‌

1,754‌

Automobiles

 1.9%

Tesla (1)

175,690‌

70,951‌

70,951‌

Broadline

Retail

 3.5%

Amazon.com (1)

601,847‌

132,039‌

132,039‌

T.

ROWE

PRICE

Hedged

Equity

Fund

6

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Hotels,

Restaurants

&

Leisure

 1.8%

Airbnb,

Class

A (1)

6,951‌

913‌

Booking

Holdings 

2,164‌

10,752‌

Chipotle

Mexican

Grill (1)

136,552‌

8,234‌

Domino's

Pizza 

3,588‌

1,506‌

Hilton

Worldwide

Holdings 

21,418‌

5,294‌

Las

Vegas

Sands 

78,446‌

4,029‌

Marriott

International,

Class

A 

20,660‌

5,763‌

McDonald's 

71,063‌

20,600‌

Norwegian

Cruise

Line

Holdings (1)

54,094‌

1,392‌

Royal

Caribbean

Cruises 

24,453‌

5,641‌

Starbucks 

22,816‌

2,082‌

Wingstop 

5,118‌

1,455‌

Wynn

Resorts 

15,391‌

1,326‌

68,987‌

Household

Durables

 0.2%

NVR (1)

837‌

6,846‌

6,846‌

Specialty

Retail

 2.1%

AutoZone (1)

3,475‌

11,127‌

Bath

&

Body

Works 

20,693‌

802‌

Burlington

Stores (1)

10,794‌

3,077‌

Home

Depot 

76,286‌

29,675‌

Lowe's 

32,103‌

7,923‌

O'Reilly

Automotive (1)

7,236‌

8,580‌

Ross

Stores 

38,847‌

5,876‌

TJX 

105,460‌

12,741‌

Ulta

Beauty (1)

3,263‌

1,419‌

81,220‌

Textiles,

Apparel

&

Luxury

Goods

 0.4%

Deckers

Outdoor (1)

11,700‌

2,376‌

Lululemon

Athletica (1)

16,695‌

6,385‌

NIKE,

Class

B 

14,567‌

1,102‌

Tapestry 

60,237‌

3,935‌

13,798‌

Total

Consumer

Discretionary

375,595‌

CONSUMER

STAPLES

 5.7%

Beverages

 1.6%

Coca-Cola 

372,752‌

23,208‌

Constellation

Brands,

Class

A 

10,274‌

2,271‌

Keurig

Dr

Pepper 

433,754‌

13,932‌

T.

ROWE

PRICE

Hedged

Equity

Fund

7

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Molson

Coors

Beverage,

Class

B 

59,611‌

3,417‌

Monster

Beverage (1)

28,508‌

1,498‌

PepsiCo 

96,840‌

14,725‌

59,051‌

Consumer

Staples

Distribution

&

Retail

 1.7%

Costco

Wholesale 

26,657‌

24,425‌

Dollar

General 

34,796‌

2,638‌

Sysco 

10,464‌

800‌

Target 

28,078‌

3,796‌

Walmart 

355,594‌

32,128‌

63,787‌

Food

Products

 0.1%

Ingredion 

16,159‌

2,223‌

Lamb

Weston

Holdings 

8,000‌

535‌

Mondelez

International,

Class

A 

39,751‌

2,374‌

5,132‌

Household

Products

 1.4%

Clorox 

13,400‌

2,176‌

Colgate-Palmolive 

135,825‌

12,348‌

Kimberly-Clark 

52,518‌

6,882‌

Procter

&

Gamble 

179,705‌

30,128‌

51,534‌

Personal

Care

Products

 0.2%

Kenvue 

287,404‌

6,136‌

6,136‌

Tobacco

 0.7%

Altria

Group 

56,963‌

2,979‌

Philip

Morris

International 

182,618‌

21,978‌

24,957‌

Total

Consumer

Staples

210,597‌

ENERGY

 3.0%

Energy

Equipment

&

Services

 0.2%

Schlumberger 

194,511‌

7,458‌

7,458‌

Oil,

Gas

&

Consumable

Fuels

 2.8%

Chevron 

93,241‌

13,505‌

ConocoPhillips 

149,733‌

14,849‌

Devon

Energy 

87,400‌

2,861‌

Diamondback

Energy 

21,867‌

3,582‌

EOG

Resources 

80,318‌

9,845‌

T.

ROWE

PRICE

Hedged

Equity

Fund

8

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

EQT 

48,374‌

2,230‌

Expand

Energy 

9,888‌

984‌

Exxon

Mobil 

275,660‌

29,653‌

Hess 

8,211‌

1,092‌

Kinder

Morgan 

143,755‌

3,939‌

Marathon

Petroleum 

31,461‌

4,389‌

Phillips

66 

9,583‌

1,092‌

Suncor

Energy 

34,284‌

1,223‌

Targa

Resources 

26,833‌

4,790‌

Texas

Pacific

Land 

1,300‌

1,438‌

Valero

Energy 

32,332‌

3,964‌

Williams 

128,037‌

6,929‌

106,365‌

Total

Energy

113,823‌

FINANCIALS

 13.2%

Banks

 2.8%

Bank

of

America 

555,086‌

24,396‌

Citigroup 

223,229‌

15,713‌

Fifth

Third

Bancorp 

83,741‌

3,540‌

Huntington

Bancshares 

237,562‌

3,865‌

JPMorgan

Chase 

169,599‌

40,655‌

KeyCorp 

127,833‌

2,191‌

Popular 

15,337‌

1,443‌

Truist

Financial 

23,161‌

1,005‌

Wells

Fargo 

181,896‌

12,776‌

Western

Alliance

Bancorp 

17,821‌

1,489‌

107,073‌

Capital

Markets

 2.7%

Ares

Management,

Class

A 

20,418‌

3,615‌

Bank

of

New

York

Mellon 

110,040‌

8,454‌

Blackrock 

8,106‌

8,309‌

Blackstone 

15,304‌

2,639‌

Cboe

Global

Markets 

45,055‌

8,804‌

Charles

Schwab 

156,229‌

11,562‌

CME

Group 

54,100‌

12,564‌

Goldman

Sachs

Group 

16,429‌

9,407‌

KKR 

51,491‌

7,616‌

Moody's 

3,801‌

1,799‌

Morgan

Stanley 

65,040‌

8,177‌

S&P

Global 

19,804‌

9,863‌

State

Street 

39,684‌

3,895‌

TPG 

28,575‌

1,796‌

T.

ROWE

PRICE

Hedged

Equity

Fund

9

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Tradeweb

Markets,

Class

A 

22,577‌

2,956‌

101,456‌

Consumer

Finance

 0.4%

American

Express 

28,815‌

8,552‌

Capital

One

Financial 

16,748‌

2,987‌

Synchrony

Financial 

62,100‌

4,036‌

15,575‌

Financial

Services

 4.5%

Apollo

Global

Management 

33,925‌

5,603‌

Berkshire

Hathaway,

Class

B (1)

85,049‌

38,551‌

Block (1)

21,300‌

1,810‌

Corebridge

Financial 

206,883‌

6,192‌

Corpay (1)

30,882‌

10,451‌

Equitable

Holdings 

90,404‌

4,264‌

Fiserv (1)

77,541‌

15,929‌

Global

Payments 

41,290‌

4,627‌

Mastercard,

Class

A 

64,490‌

33,959‌

Visa,

Class

A 

146,437‌

46,280‌

Voya

Financial 

53,108‌

3,655‌

171,321‌

Insurance

 2.8%

Allstate 

67,409‌

12,996‌

American

Financial

Group 

19,532‌

2,675‌

American

International

Group 

98,631‌

7,180‌

Arthur

J

Gallagher 

3,573‌

1,014‌

Axis

Capital

Holdings 

20,684‌

1,833‌

Chubb 

80,836‌

22,335‌

Hartford

Financial

Services

Group 

92,238‌

10,091‌

Marsh

&

McLennan 

62,353‌

13,244‌

MetLife 

94,948‌

7,774‌

Progressive 

31,657‌

7,585‌

RenaissanceRe

Holdings 

30,702‌

7,639‌

Travelers 

42,732‌

10,294‌

104,660‌

Mortgage

Real

Estate

Investment

Trusts

 0.0%

Annaly

Capital

Management,

REIT 

89,441‌

1,637‌

1,637‌

Total

Financials

501,722‌

HEALTH

CARE

 10.1%

Biotechnology

 1.6%

AbbVie 

119,328‌

21,205‌

T.

ROWE

PRICE

Hedged

Equity

Fund

10

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Amgen 

29,079‌

7,579‌

BeiGene,

ADR (1)

12,034‌

2,223‌

Biogen (1)

20,549‌

3,142‌

Gilead

Sciences 

115,092‌

10,631‌

Regeneron

Pharmaceuticals (1)

13,900‌

9,901‌

Vertex

Pharmaceuticals (1)

10,262‌

4,133‌

58,814‌

Health

Care

Equipment

&

Supplies

 1.9%

Abbott

Laboratories 

44,058‌

4,984‌

Becton

Dickinson

&

Company 

57,171‌

12,970‌

Boston

Scientific (1)

74,459‌

6,651‌

Cooper (1)

34,400‌

3,162‌

Edwards

Lifesciences (1)

44,300‌

3,280‌

Hologic (1)

54,644‌

3,939‌

Intuitive

Surgical (1)

27,886‌

14,555‌

Medtronic 

92,765‌

7,410‌

Stryker 

29,803‌

10,731‌

Zimmer

Biomet

Holdings 

53,955‌

5,699‌

73,381‌

Health

Care

Providers

&

Services

 2.3%

Cardinal

Health 

7,600‌

899‌

Cencora 

41,406‌

9,303‌

Cigna

Group 

36,802‌

10,162‌

CVS

Health 

52,564‌

2,360‌

Elevance

Health 

26,611‌

9,817‌

McKesson 

23,243‌

13,246‌

Molina

Healthcare (1)

8,309‌

2,418‌

Quest

Diagnostics 

21,010‌

3,170‌

Tenet

Healthcare (1)

24,168‌

3,051‌

UnitedHealth

Group 

67,128‌

33,957‌

88,383‌

Life

Sciences

Tools

&

Services

 1.2%

Agilent

Technologies 

24,295‌

3,264‌

Danaher 

66,519‌

15,269‌

ICON (1)

7,162‌

1,502‌

Mettler-Toledo

International (1)

3,701‌

4,529‌

Repligen (1)

22,671‌

3,263‌

Thermo

Fisher

Scientific 

34,863‌

18,137‌

45,964‌

Pharmaceuticals

 3.1%

AstraZeneca,

ADR 

46,198‌

3,027‌

Bristol-Myers

Squibb 

75,269‌

4,257‌

T.

ROWE

PRICE

Hedged

Equity

Fund

11

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Eli

Lilly 

78,921‌

60,927‌

Johnson

&

Johnson 

132,132‌

19,109‌

Merck 

191,070‌

19,008‌

Pfizer 

179,942‌

4,774‌

Sanofi,

ADR 

51,680‌

2,492‌

Viatris 

322,935‌

4,020‌

Zoetis 

5,105‌

832‌

118,446‌

Total

Health

Care

384,988‌

INDUSTRIALS

&

BUSINESS

SERVICES

 7.1%

Aerospace

&

Defense

 1.6%

Boeing (1)

63,783‌

11,290‌

General

Dynamics 

10,284‌

2,710‌

General

Electric 

84,307‌

14,062‌

Howmet

Aerospace 

39,994‌

4,374‌

L3Harris

Technologies 

22,070‌

4,641‌

Lockheed

Martin 

8,425‌

4,094‌

Northrop

Grumman 

25,842‌

12,127‌

RTX 

34,313‌

3,971‌

TransDigm

Group 

3,272‌

4,146‌

61,415‌

Air

Freight

&

Logistics

 0.1%

FedEx 

11,071‌

3,115‌

3,115‌

Building

Products

 0.3%

Carrier

Global 

62,708‌

4,281‌

Johnson

Controls

International 

31,386‌

2,477‌

Trane

Technologies 

13,181‌

4,868‌

Trex (1)

4,400‌

304‌

11,930‌

Commercial

Services

&

Supplies

 0.7%

Cintas 

25,085‌

4,583‌

Copart (1)

56,886‌

3,265‌

Republic

Services 

28,473‌

5,728‌

Waste

Connections 

46,168‌

7,922‌

Waste

Management 

30,727‌

6,200‌

27,698‌

Electrical

Equipment

 0.6%

Emerson

Electric 

22,201‌

2,751‌

GE

Vernova 

25,964‌

8,540‌

Hubbell 

10,504‌

4,400‌

T.

ROWE

PRICE

Hedged

Equity

Fund

12

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Rockwell

Automation 

21,025‌

6,009‌

Vertiv

Holdings,

Class

A 

15,526‌

1,764‌

23,464‌

Ground

Transportation

 1.1%

CSX 

409,154‌

13,203‌

Norfolk

Southern 

34,903‌

8,192‌

Old

Dominion

Freight

Line 

45,457‌

8,018‌

Saia (1)

8,579‌

3,910‌

Uber

Technologies (1)

122,276‌

7,376‌

40,699‌

Industrial

Conglomerates

 0.8%

Honeywell

International 

63,066‌

14,246‌

Roper

Technologies 

27,354‌

14,220‌

28,466‌

Machinery

 1.2%

Caterpillar 

10,648‌

3,863‌

Cummins 

25,508‌

8,892‌

Deere 

18,410‌

7,800‌

Dover 

23,286‌

4,369‌

Esab 

17,368‌

2,083‌

Fortive 

72,643‌

5,448‌

IDEX 

15,654‌

3,276‌

Ingersoll

Rand 

33,830‌

3,060‌

Stanley

Black

&

Decker 

91,842‌

7,374‌

Xylem 

4,185‌

486‌

46,651‌

Passenger

Airlines

 0.1%

Delta

Air

Lines 

20,627‌

1,248‌

United

Airlines

Holdings (1)

24,324‌

2,362‌

3,610‌

Professional

Services

 0.4%

Booz

Allen

Hamilton

Holding 

21,326‌

2,745‌

Equifax 

12,248‌

3,121‌

Paylocity

Holding (1)

11,800‌

2,354‌

SS&C

Technologies

Holdings 

39,999‌

3,031‌

Verisk

Analytics 

18,843‌

5,190‌

16,441‌

Trading

Companies

&

Distributors

 0.2%

Fastenal 

43,466‌

3,126‌

SiteOne

Landscape

Supply (1)

15,835‌

2,086‌

T.

ROWE

PRICE

Hedged

Equity

Fund

13

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

WW

Grainger 

1,800‌

1,897‌

7,109‌

Total

Industrials

&

Business

Services

270,598‌

INFORMATION

TECHNOLOGY

 29.1%

Communications

Equipment

 0.8%

Arista

Networks (1)

39,260‌

4,339‌

Cisco

Systems 

266,001‌

15,747‌

F5 (1)

16,100‌

4,049‌

Motorola

Solutions 

13,565‌

6,270‌

30,405‌

Electronic

Equipment,

Instruments

&

Components

 1.0%

Amphenol,

Class

A 

159,620‌

11,086‌

Keysight

Technologies (1)

42,144‌

6,770‌

TE

Connectivity 

39,758‌

5,684‌

Teledyne

Technologies (1)

18,925‌

8,784‌

Zebra

Technologies,

Class

A (1)

12,515‌

4,833‌

37,157‌

IT

Services

 1.6%

Accenture,

Class

A 

76,666‌

26,970‌

Akamai

Technologies (1)

40,131‌

3,839‌

Amdocs 

32,413‌

2,760‌

Cognizant

Technology

Solutions,

Class

A 

57,129‌

4,393‌

Gartner (1)

2,549‌

1,235‌

GoDaddy,

Class

A (1)

24,584‌

4,852‌

International

Business

Machines 

49,212‌

10,818‌

Shopify,

Class

A (1)

7,973‌

848‌

VeriSign (1)

15,613‌

3,231‌

58,946‌

Semiconductors

&

Semiconductor

Equipment

 9.1%

Analog

Devices 

42,684‌

9,069‌

Broadcom 

370,406‌

85,875‌

First

Solar (1)

9,600‌

1,692‌

KLA 

1,535‌

967‌

Marvell

Technology 

101,286‌

11,187‌

Micron

Technology 

7,431‌

625‌

NVIDIA 

1,620,828‌

217,661‌

QUALCOMM 

100,395‌

15,423‌

Texas

Instruments 

7,788‌

1,460‌

343,959‌

Software

 9.7%

Adobe (1)

25,808‌

11,476‌

T.

ROWE

PRICE

Hedged

Equity

Fund

14

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Autodesk (1)

18,678‌

5,521‌

Cadence

Design

Systems (1)

32,853‌

9,871‌

CCC

Intelligent

Solutions

Holdings (1)

220,600‌

2,588‌

Check

Point

Software

Technologies (1)

15,664‌

2,924‌

Crowdstrike

Holdings,

Class

A (1)

11,000‌

3,764‌

Descartes

Systems

Group (1)

6,775‌

770‌

Dynatrace (1)

40,523‌

2,202‌

Fair

Isaac (1)

3,116‌

6,204‌

Fortinet (1)

161,252‌

15,235‌

Gen

Digital 

337,956‌

9,253‌

HubSpot (1)

2,900‌

2,021‌

Intuit 

17,269‌

10,853‌

Microsoft 

499,395‌

210,495‌

Oracle 

101,934‌

16,986‌

Palo

Alto

Networks (1)

17,084‌

3,109‌

PTC (1)

11,400‌

2,096‌

Salesforce 

87,662‌

29,308‌

ServiceNow (1)

13,840‌

14,672‌

Synopsys (1)

10,768‌

5,226‌

Workday,

Class

A (1)

7,234‌

1,867‌

Zoom

Communications (1)

15,600‌

1,273‌

Zscaler (1)

7,648‌

1,380‌

369,094‌

Technology

Hardware,

Storage

&

Peripherals

 6.9%

Apple 

1,011,498‌

253,299‌

NetApp 

31,661‌

3,675‌

Pure

Storage,

Class

A (1)

29,544‌

1,815‌

Western

Digital (1)

52,195‌

3,113‌

261,902‌

Total

Information

Technology

1,101,463‌

MATERIALS

 1.7%

Chemicals

 0.9%

CF

Industries

Holdings 

39,817‌

3,397‌

Linde 

43,163‌

18,071‌

Mosaic 

64,733‌

1,591‌

RPM

International 

30,469‌

3,750‌

Sherwin-Williams 

17,962‌

6,106‌

32,915‌

Construction

Materials

 0.1%

Vulcan

Materials 

14,260‌

3,668‌

3,668‌

T.

ROWE

PRICE

Hedged

Equity

Fund

15

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Containers

&

Packaging

 0.3%

Ball 

52,626‌

2,901‌

International

Paper 

34,953‌

1,881‌

Packaging

Corp.

of

America 

31,237‌

7,033‌

11,815‌

Metals

&

Mining

 0.3%

Franco-Nevada (2)

26,056‌

3,064‌

Freeport-McMoRan 

110,541‌

4,210‌

Steel

Dynamics 

30,133‌

3,437‌

10,711‌

Paper

&

Forest

Products

 0.1%

West

Fraser

Timber 

36,354‌

3,146‌

3,146‌

Total

Materials

62,255‌

REAL

ESTATE

 1.3%

Health

Care

Real

Estate

Investment

Trusts

 0.1%

Welltower,

REIT 

44,684‌

5,631‌

5,631‌

Industrial

Real

Estate

Investment

Trusts

 0.3%

Prologis,

REIT 

64,962‌

6,866‌

Rexford

Industrial

Realty,

REIT 

107,859‌

4,170‌

11,036‌

Real

Estate

Management

&

Development

 0.1%

CBRE

Group,

Class

A (1)

18,281‌

2,400‌

CoStar

Group (1)

17,904‌

1,282‌

3,682‌

Residential

Real

Estate

Investment

Trusts

 0.2%

American

Homes

4

Rent,

Class

A,

REIT 

32,673‌

1,223‌

AvalonBay

Communities,

REIT 

8,033‌

1,767‌

Camden

Property

Trust,

REIT 

5,403‌

627‌

Essex

Property

Trust,

REIT 

9,065‌

2,587‌

Sun

Communities,

REIT 

21,843‌

2,686‌

8,890‌

Retail

Real

Estate

Investment

Trusts

 0.1%

Kimco

Realty,

REIT 

78,032‌

1,828‌

Regency

Centers,

REIT 

22,452‌

1,660‌

Simon

Property

Group,

REIT 

12,235‌

2,107‌

5,595‌

T.

ROWE

PRICE

Hedged

Equity

Fund

16

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Specialized

Real

Estate

Investment

Trusts

 0.5%

American

Tower,

REIT 

35,595‌

6,529‌

CubeSmart,

REIT 

26,612‌

1,140‌

Equinix,

REIT 

8,511‌

8,025‌

Public

Storage,

REIT 

14,430‌

4,321‌

20,015‌

Total

Real

Estate

54,849‌

UTILITIES

 2.6%

Electric

Utilities

 2.0%

Constellation

Energy 

38,749‌

8,669‌

Duke

Energy 

49,129‌

5,293‌

Entergy 

46,842‌

3,552‌

Evergy 

76,604‌

4,715‌

Exelon 

187,991‌

7,076‌

FirstEnergy 

34,348‌

1,366‌

NextEra

Energy 

187,476‌

13,440‌

OGE

Energy 

78,922‌

3,255‌

PG&E 

480,864‌

9,704‌

Southern 

95,218‌

7,838‌

Xcel

Energy 

189,777‌

12,814‌

77,722‌

Gas

Utilities

 0.1%

Atmos

Energy 

22,064‌

3,073‌

3,073‌

Independent

Power

&

Renewable

Electricity

Producers

 0.1%

Vistra 

19,026‌

2,623‌

2,623‌

Multi-Utilities

 0.4%

Ameren 

129,398‌

11,534‌

CMS

Energy 

31,939‌

2,129‌

Consolidated

Edison 

22,932‌

2,046‌

Sempra 

3,850‌

338‌

WEC

Energy

Group 

7,755‌

729‌

16,776‌

Total

Utilities

100,194‌

Total

Common

Stocks

(Cost

$2,669,034)

3,485,453‌

T.

ROWE

PRICE

Hedged

Equity

Fund

17

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

SHORT-TERM

INVESTMENTS

 8.3%

Money

Market

Funds

 7.3%

T.

Rowe

Price

Treasury

Reserve

Fund,

4.52% (3)(4)

275,963,685‌

275,964‌

275,964‌

U.S.

Treasury

Obligations

 1.0%

U.S.

Treasury

Bills,

4.256%,

3/20/25 (5)

2,270,000‌

2,250‌

U.S.

Treasury

Bills,

4.445%,

2/20/25 (5)

3,825,000‌

3,803‌

U.S.

Treasury

Bills,

4.688%,

3/13/25 (5)

32,000,000‌

31,739‌

37,792‌

Total

Short-Term

Investments

(Cost

$313,726)

313,756‌

SECURITIES

LENDING

COLLATERAL

 0.0%

INVESTMENTS

IN

A

POOLED

ACCOUNT

THROUGH

SECURITIES

LENDING

PROGRAM

WITH

STATE

STREET

AND

TRUST

COMPANY 0.0%

Money

Market

Funds 0.0%

T.

Rowe

Price

Government

Reserve

Fund,

4.53% (3)(4)

1,023,996‌

1,024‌

Total

Investments

in

a

Pooled

Account

through

Securities

Lending

Program

with

State

Street

and

Trust

Company

1,024‌

Total

Securities

Lending

Collateral

(Cost

$1,024)

1,024‌

(Amounts

in

000s,

except

for

contracts)

OPTIONS

PURCHASED 0.2%

OTC

Options

Purchased 0.2%

Counterparty

Description

Contracts

Notional

Amount

$

Value

Morgan

Stanley

S&P

500

Index,

Put,

3/21/25

@

$5,700.00 (1)

526‌

309,374‌

4,413‌

T.

ROWE

PRICE

Hedged

Equity

Fund

18

(Amounts

in

000s,

except

for

contracts)

Counterparty

Description

Contracts

Notional

Amount

$

Value

Wells

Fargo

Bank

S&P

500

Index,

Put,

3/21/25

@

$5,700.00 (1)

225‌

132,337‌

1,888‌

Total

Options

Purchased

(Cost

$4,619)

6,301‌

Total

Investments

in

Securities

100.4%

of

Net

Assets

(Cost

$2,988,403)

$

3,806,534‌

‡

Shares/Par

and

Notional

Amount

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

Non-income

producing

(2)

See

Note

4

.

All

or

a

portion

of

this

security

is

on

loan

at

December

31,

2024.

(3)

Seven-day

yield

(4)

Affiliated

Companies

(5)

At

December

31,

2024,

all

or

a

portion

of

this

security

is

pledged

as

collateral

and/or

margin

deposit

to

cover

future

funding

obligations.

ADR

American

Depositary

Receipts

OTC

Over-the-counter

REIT

A

domestic

Real

Estate

Investment

Trust

whose

distributions

pass-through

with

original

tax

character

to

the

shareholder

T.

ROWE

PRICE

Hedged

Equity

Fund

19

FUTURES

CONTRACTS

($000s)

Expiration

Date

Notional

Amount

Value

and

Unrealized

Gain

(Loss)

Short,

1,671

S&P

500

E-Mini

Index

contracts

3/25

(495,932)

$

8,511‌

Long,

4,401

U.S.

Treasury

Notes

ten

year

contracts

3/25

478,609

(

4,747‌

)

Net

payments

(receipts)

of

variation

margin

to

date

(

2,805‌

)

Variation

margin

receivable

(payable)

on

open

futures

contracts

$

959‌

T.

ROWE

PRICE

Hedged

Equity

Fund

20

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,

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,

4.53%

$

—‌

$

—‌

$

—‌

++

T.

Rowe

Price

Treasury

Reserve

Fund,

4.52%

—‌

—‌

12,499‌

Totals

$

—‌

#

$

—‌

$

12,499‌

+

Supplementary

Investment

Schedule

Affiliate

Value

12/31/23

Purchase

Cost

Sales

Cost

Value

12/31/24

T.

Rowe

Price

Government

Reserve

Fund,

4.53%

$

—‌

¤

¤

$

1,024‌

T.

Rowe

Price

Treasury

Reserve

Fund,

4.52%

226,763‌

¤

¤

275,964‌

Total

$

276,988‌

^

#

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

4

.

+

Investment

income

comprised

$12,499

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

$276,988.

T.

ROWE

PRICE

Hedged

Equity

Fund

December

31,

2024

Statement

of

Assets

and

Liabilities

21

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$2,988,403)

$

3,806,534‌

Dividends

receivable

2,087‌

Due

from

affiliates

1,289‌

Variation

margin

receivable

on

futures

contracts

959‌

Receivable

for

investment

securities

sold

630‌

Receivable

for

shares

sold

332‌

Cash

3‌

Other

assets

36‌

Total

assets

3,811,870‌

Liabilities

Payable

for

shares

redeemed

15,637‌

Investment

management

fees

payable

1,463‌

Obligation

to

return

securities

lending

collateral

1,024‌

Payable

for

investment

securities

purchased

606‌

Payable

to

directors

3‌

Other

liabilities

48‌

Total

liabilities

18,781‌

Commitments

and

Contingent

Liabilities

(note

7

)

NET

ASSETS

$

3,793,089‌

T.

ROWE

PRICE

Hedged

Equity

Fund

December

31,

2024

Statement

of

Assets

and

Liabilities

22

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

700,125‌

Paid-in

capital

applicable

to

304,694,432

shares

of

$0.0001

par

value

capital

stock

outstanding;

2,000,000,000

shares

authorized

3,092,964‌

NET

ASSETS

$

3,793,089‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$3,889;

Shares

outstanding:

314,528)

$

12.36‌

I

Class

(Net

assets:

$455,870;

Shares

outstanding:

36,778,004)

$

12.40‌

Z

Class

(Net

assets:

$3,333,330;

Shares

outstanding:

267,601,900)

$

12.46‌

T.

ROWE

PRICE

Hedged

Equity

Fund

Statement

of

Operations

23

($000s)

Year

Ended

12/31/24

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$60)

$

54,832‌

.

  Interest

2,000‌

Securities

lending

38‌

Other

8‌

Total

income

56,878‌

Expenses

Investment

management

15,833‌

Shareholder

servicing

Investor

Class

$

8‌

I

Class

48‌

56‌

Prospectus

and

shareholder

reports

Investor

Class

3‌

I

Class

1‌

Z

Class

7‌

11‌

Custody

and

accounting

303‌

Registration

35‌

Legal

and

audit

34‌

Directors

12‌

Organization

costs

4‌

Miscellaneous

22‌

Waived

/

paid

by

Price

Associates

(

15,076‌

)

Total

expenses

1,234‌

Net

investment

income

55,644‌

T.

ROWE

PRICE

Hedged

Equity

Fund

Statement

of

Operations

24

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

12/31/24

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

96,389‌

Futures

(

117,058‌

)

Net

realized

loss

(

20,669‌

)

Change

in

net

unrealized

gain

/

loss

Securities

592,700‌

Futures

3,690‌

Change

in

net

unrealized

gain

/

loss

596,390‌

Net

realized

and

unrealized

gain

/

loss

575,721‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

631,365‌

T.

ROWE

PRICE

Hedged

Equity

Fund

Statement

of

Changes

in

Net

Assets

25

($000s)

Year

Ended

12/31/24

7/5/23

Through

12/31/23

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

55,644‌

$

19,866‌

Net

realized

loss

(

20,669‌

)

(

40,159‌

)

Change

in

net

unrealized

gain

/

loss

596,390‌

225,505‌

Increase

in

net

assets

from

operations

631,365‌

205,212‌

Distributions

to

shareholders

Net

earnings

Investor

Class

(

103‌

)

(

1‌

)

I

Class

(

13,012‌

)

(

580‌

)

Z

Class

(

102,807‌

)

(

19,939‌

)

Decrease

in

net

assets

from

distributions

(

115,922‌

)

(

20,520‌

)

Capital

share

transactions

*

Shares

sold

Investor

Class

6,077‌

353‌

I

Class

403,421‌

105,698‌

Z

Class

230,523‌

2,895,248‌

Distributions

reinvested

Investor

Class

103‌

1‌

I

Class

13,012‌

579‌

Z

Class

102,807‌

19,939‌

Shares

redeemed

Investor

Class

(

2,773‌

)

(

11‌

)

I

Class

(

94,992‌

)

–‌

Z

Class

(

564,694‌

)

(

22,337‌

)

Increase

in

net

assets

from

capital

share

transactions

93,484‌

2,999,470‌

T.

ROWE

PRICE

Hedged

Equity

Fund

Statement

of

Changes

in

Net

Assets

26

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

12/31/24

7/5/23

Through

12/31/23

Net

Assets

Increase

during

period

608,927‌

3,184,162‌

Beginning

of

period

3,184,162‌

–‌

End

of

period

$

3,793,089‌

$

3,184,162‌

*Share

information

(000s)

Shares

sold

Investor

Class

500‌

34‌

I

Class

32,920‌

10,481‌

Z

Class

19,705‌

287,154‌

Distributions

reinvested

Investor

Class

8‌

–‌

(1)

I

Class

1,025‌

55‌

Z

Class

8,070‌

1,881‌

Shares

redeemed

Investor

Class

(

226‌

)

(

1‌

)

I

Class

(

7,703‌

)

–‌

Z

Class

(

47,044‌

)

(

2,164‌

)

Increase

in

shares

outstanding

7,255‌

297,440‌

(1)

Amount

rounds

to

less

than

1,000

shares

T.

ROWE

PRICE

Hedged

Equity

Fund

NOTES

TO

FINANCIAL

STATEMENTS

27

T.

Rowe

Price

Equity

Funds,

Inc. (the

corporation) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act).

The

Hedged

Equity

Fund

(the

fund)

is a

nondiversified, open-end

management

investment

company

established

by

the

corporation.

The

fund

incepted

on

July

5,

2023. The

fund

seeks to

provide

long-term

capital

growth.

The

fund

has three classes

of

shares:

the

Hedged

Equity

Fund

(Investor

Class),

the

Hedged

Equity

Fund–I

Class

(I

Class)

and

the

Hedged

Equity

Fund–Z

Class

(Z

Class).

I

Class

shares

require

a

$500,000

initial

investment

minimum,

although

the

minimum

generally

is

waived

or

reduced

for

financial

intermediaries,

eligible

retirement

plans,

and

certain

other

accounts.

The

Z

Class

is

only

available

to

funds

advised

by

T.

Rowe

Price

Associates,

Inc.

and

its

affiliates

and

other

clients

that

are

subject

to

a

contractual

fee

for

investment

management

services. Each

class

has

exclusive

voting

rights

on

matters

related

solely

to

that

class;

separate

voting

rights

on

matters

that

relate

to

all

classes;

and,

in

all

other

respects,

the

same

rights

and

obligations

as

the

other

classes.

NOTE

1

-

SIGNIFICANT

ACCOUNTING

POLICIES 

Basis

of

Preparation

 The fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

in

the

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946

(ASC

946).

The

accompanying

financial

statements

were

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP),

including,

but

not

limited

to,

ASC

946.

GAAP

requires

the

use

of

estimates

made

by

management.

Management

believes

that

estimates

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

T.

ROWE

PRICE

Hedged

Equity

Fund

28

are

initially

recorded

as

dividend

income

and,

to

the

extent

such

represent

a

return

of

capital

or

capital

gain

for

tax

purposes,

are

reclassified

when

such

information

becomes

available. Non-cash

dividends,

if

any,

are

recorded

at

the

fair

market

value

of

the

asset

received. Proceeds

from

litigation

payments,

if

any,

are

included

in

either

net

realized

gain

(loss)

or

change

in

net

unrealized

gain/loss

from

securities. Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date. Income

distributions,

if

any,

are

declared

and

paid

by

each

class annually. A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

Currency

Translation

 Assets,

including

investments,

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollar

values

each

day

at

the

prevailing

exchange

rate,

using

the

mean

of

the

bid

and

asked

prices

of

such

currencies

against

U.S.

dollars

as

provided

by

an

outside

pricing

service.

Purchases

and

sales

of

securities,

income,

and

expenses

are

translated

into

U.S.

dollars

at

the

prevailing

exchange

rate

on

the

respective

date

of

such

transaction.

The

effect

of

changes

in

foreign

currency

exchange

rates

on

realized

and

unrealized

security

gains

and

losses

is

not

bifurcated

from

the

portion

attributable

to

changes

in

market

prices.

Class

Accounting

 Shareholder

servicing,

prospectus,

and

shareholder

report

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to

all

classes,

investment

income,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

In-Kind

Subscriptions

 Under

certain

circumstances,

and

when

considered

to

be

in

the

best

interest

of

all

shareholders,

the

fund

may

accept

portfolio

securities

rather

than

cash

as

payment

for

the

purchase

of

fund

shares

(in-kind

subscription).

For

financial

reporting

and

tax

purposes,

the

cost

basis

of

contributed

securities

is

equal

to

the

market

value

of

the

securities

on

the

date

of

contribution.

In-kind

subscriptions

result

in

no

gain

or

loss

and

no

tax

consequences

for

the

fund.

During

the

year ended

December

31,

2024,

the

fund

accepted

$59,426,000

of

in-kind

subscriptions,

all

of

which

were

from

other

T.

Rowe

Price

funds.

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.

Eastern

time,

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

T.

ROWE

PRICE

Hedged

Equity

Fund

29

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 December

2023,

the

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2023-09,

Income

Taxes

(Topic

740)

–

Improvements

to

Income

Taxes

Disclosures,

which

enhances

the

transparency

of

income

tax

disclosures.

The

ASU

requires

public

entities,

on

an

annual

basis,

to

provide

disclosure

of

specific

categories

in

the

rate

reconciliation,

as

well

as

disclosure

of

income

taxes

paid

disaggregated

by

jurisdiction.

The

amendments

under

this

ASU

are

required

to

be

applied

prospectively

and

are

effective

for

fiscal

years

beginning

after

December

15,

2024.

Management

expects

that

adoption

of

the

guidance

will

not

have

a

material

impact

on

the

fund’s

financial

statements.

Indemnification

 In

the

normal

course

of

business, the

fund

may

provide

indemnification

in

connection

with

its

officers

and

directors,

service

providers,

and/or

private

company

investments. The

fund’s

maximum

exposure

under

these

arrangements

is

unknown;

however,

the

risk

of

material

loss

is

currently

considered

to

be

remote.

NOTE

2

-

VALUATION 

Fair

Value

  The

fund’s

financial

instruments

are

valued

at

the

close

of

the

NYSE

and

are

reported

at

fair

value,

which

GAAP

defines

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date. The fund’s

Board

of

Directors

(the

Board)

has

designated

T.

Rowe

Price

Associates,

Inc.

as

the

fund’s

valuation

designee

(Valuation

Designee).

Subject

to

oversight

by

the

Board,

the

Valuation

Designee

performs

the

following

functions

in

performing

fair

value

determinations:

assesses

and

manages

valuation

risks;

establishes

and

applies

fair

value

methodologies;

tests

fair

value

methodologies;

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:

T.

ROWE

PRICE

Hedged

Equity

Fund

30

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.

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.

T.

ROWE

PRICE

Hedged

Equity

Fund

31

Investments

in

mutual

funds

are

valued

at

the

mutual

fund’s

closing

NAV

per

share

on

the

day

of

valuation.

Listed

options,

and

OTC

options

with

a

listed

equivalent,

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices

and

exchange-traded

options

on

futures

contracts

are

valued

at

closing

settlement

prices.

Futures

contracts

are

valued

at

closing

settlement

prices.

Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value. 

Investments

for

which

market

quotations are

not

readily

available

or

deemed

unreliable

are

valued

at

fair

value

as

determined

in

good

faith

by

the

Valuation

Designee.

The

Valuation

Designee

has

adopted

methodologies

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

or

deemed

unreliable,

including

the

use

of

other

pricing

sources.

Factors

used

in

determining

fair

value

vary

by

type

of

investment

and

may

include

market

or

investment

specific

considerations.

The

Valuation

Designee typically

will

afford

greatest

weight

to

actual

prices

in

arm’s

length

transactions,

to

the

extent

they

represent

orderly

transactions

between

market

participants,

transaction

information

can

be

reliably

obtained,

and

prices

are

deemed

representative

of

fair

value.

However,

the

Valuation

Designee may

also

consider

other

valuation

methods

such

as

market-based

valuation

multiples;

a

discount

or

premium

from

market

value

of

a

similar,

freely

traded

security

of

the

same

issuer;

discounted

cash

flows;

yield

to

maturity;

or

some

combination.

Fair

value

determinations

are

reviewed

on

a

regular

basis.

Because

any

fair

value

determination

involves

a

significant

amount

of

judgment,

there

is

a

degree

of

subjectivity

inherent

in

such

pricing

decisions. Fair

value

prices

determined

by

the

Valuation

Designee could

differ

from

those

of

other

market

participants,

and

it

is

possible

that

the

fair

value

determined

for

a

security

may

be

materially

different

from

the

value

that

could

be

realized

upon

the

sale

of

that

security.

T.

ROWE

PRICE

Hedged

Equity

Fund

32

Valuation

Inputs

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

December

31,

2024

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

NOTE

3

-

DERIVATIVE

INSTRUMENTS 

During

the

year ended

December

31,

2024,

the

fund

invested

in

derivative

instruments.

As

defined

by

GAAP,

a

derivative

is

a

financial

instrument

whose

value

is

derived

from

an

underlying

security

price,

foreign

exchange

rate,

interest

rate,

index

of

prices

or

rates,

or

other

variable;

it

requires

little

or

no

initial

investment

and

permits

or

requires

net

settlement

or

delivery

of

cash

or

other

assets.

The

fund

invests

in

derivatives

only

if

the

expected

risks

and

rewards

are

consistent

with

its

investment

objectives,

policies,

and

overall

risk

profile,

as

described

in

its

prospectus

and

Statement

of

Additional

Information.

The

fund

may

use

derivatives

for

a

variety

of

purposes

and

may

use

them

to

establish

both

long

and

short

positions

within

the

fund’s

portfolio.

Potential

uses

include

to

hedge

against

declines

in

principal

value,

increase

yield,

invest

in

an

asset

with

greater

efficiency

and

at

a

lower

cost

than

is

possible

through

direct

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

3,485,453‌

$

—‌

$

—‌

$

3,485,453‌

Short-Term

Investments

275,964‌

37,792‌

—‌

313,756‌

Securities

Lending

Collateral

1,024‌

—‌

—‌

1,024‌

Options

Purchased

—‌

6,301‌

—‌

6,301‌

Total

Securities

3,762,441‌

44,093‌

—‌

3,806,534‌

Futures

Contracts*

8,511‌

—‌

—‌

8,511‌

Total

$

3,770,952‌

$

44,093‌

$

—‌

$

3,815,045‌

Liabilities

Futures

Contracts*

$

4,747‌

$

—‌

$

—‌

$

4,747‌

*

The

fair

value

presented

includes

cumulative

gain

(loss)

on

open

futures

contracts;

however,

the

net

value

reflected

on

the

accompanying

Portfolio

of

Investments

is

only

the

unsettled

variation

margin

receivable

(payable)

at

that

date.

T.

ROWE

PRICE

Hedged

Equity

Fund

33

investment,

to

enhance

return,

or

to

adjust

credit

exposure.

The

risks

associated

with

the

use

of

derivatives

are

different

from,

and

potentially

much

greater

than,

the

risks

associated

with

investing

directly

in

the

instruments

on

which

the

derivatives

are

based.

The

fund

values

its

derivatives

at

fair

value

and

recognizes

changes

in

fair

value

currently

in

its

results

of

operations.

Accordingly,

the

fund

does

not

follow

hedge

accounting,

even

for

derivatives

employed

as

economic

hedges.

Generally,

the

fund

accounts

for

its

derivatives

on

a

gross

basis.

It

does

not

offset

the

fair

value

of

derivative

liabilities

against

the

fair

value

of

derivative

assets

on

its

financial

statements,

nor

does

it

offset

the

fair

value

of

derivative

instruments

against

the

right

to

reclaim

or

obligation

to

return

collateral.

The

following

table

summarizes

the

fair

value

of

the

fund’s

derivative

instruments

held

as

of

December

31,

2024,

and

the

related

location

on

the

accompanying

Statement

of

Assets

and

Liabilities,

presented

by

primary

underlying

risk

exposure: 

($000s)

Location

on

Statement

of

Assets

and

Liabilities

Fair

Value*

Assets

Equity

derivatives

Futures,

Securities^

$

14,812‌

^

,*

Total

$

14,812‌

^

,*

Liabilities

Interest

rate

derivatives

Futures

$

4,747‌

Total

$

4,747‌

*

The

fair

value

presented

includes

cumulative

gain

(loss)

on

open

futures

contracts;

however,

the

value

reflected

on

the

accompanying

Statement

of

Assets

and

Liabilities

is

only

the

unsettled

variation

margin

receivable

(payable)

at

that

date.

^

Options

purchased

are

reported

as

securities

and

are

reflected

in

the

accompanying

Portfolio

of

Investments.

T.

ROWE

PRICE

Hedged

Equity

Fund

34

Additionally,

the

amount

of

gains

and

losses

on

derivative

instruments

recognized

in

fund

earnings

during

the

year ended

December

31,

2024,

and

the

related

location

on

the

accompanying

Statement

of

Operations

is

summarized

in

the

following

table

by

primary

underlying

risk

exposure: 

Counterparty

Risk

and

Collateral

 The

fund

invests

in

derivatives

in

various

markets,

which

expose

it

to

differing

levels

of

counterparty

risk.

Counterparty

risk

on

exchange-traded

and

centrally

cleared

derivative

contracts,

such

as

futures,

exchange-traded

options,

and

centrally

cleared

swaps,

is

minimal

because

the

clearinghouse

provides

protection

against

counterparty

defaults.

For

futures

and

centrally

cleared

swaps,

the

fund

is

required

to

deposit

collateral

in

an

amount

specified

by

the

clearinghouse

and

the

clearing

firm

(margin

requirement),

and

the

margin

requirement

must

be

maintained

over

the

life

of

the

contract.

Each

clearinghouse

and

clearing

firm,

in

its

sole

discretion,

may

adjust

the

margin

requirements

applicable

to

the

fund.

Derivatives,

such

as

non-cleared bilateral

swaps,

forward

currency

exchange

contracts,

and

OTC

options,

that

are

transacted

and

settle

directly

with

a

counterparty

(bilateral

derivatives)

may

expose

the

fund

to

greater

counterparty

risk.

To

mitigate

this

risk,

the

fund

has

entered

into

master

netting

arrangements

(MNAs)

with

certain

counterparties

that

permit

net

settlement

under

specified

conditions

and,

for

certain

counterparties,

also

require

the

exchange

of

collateral

($000s)                                              

Location

of

Gain

(Loss)

on

Statement

of

Operations

Securities^

Futures

Total

Realized

Gain

(Loss)

Interest

rate

derivatives

$

—‌

$

(6,140‌)

$

(6,140‌)

Equity

derivatives

(14,857‌)

(110,918‌)

(125,775‌)

Total

$

(14,857‌)

$

(117,058‌)

$

(131,915‌)

Change

in

Unrealized

Gain

(Loss)

Interest

rate

derivatives

$

—‌

$

(16,358‌)

$

(16,358‌)

Equity

derivatives

4,105‌

20,048‌

24,153‌

Total

$

4,105‌

$

3,690‌

$

7,795‌

^

Options

purchased

are

reported

as

securities.

T.

ROWE

PRICE

Hedged

Equity

Fund

35

to

cover

mark-to-market

exposure.

MNAs

may

be

in

the

form

of

International

Swaps

and

Derivatives

Association

master

agreements

(ISDAs)

or

foreign

exchange

letter

agreements

(FX

letters).

MNAs

provide

the

ability

to

offset

amounts

the

fund

owes

a

counterparty

against

amounts

the

counterparty

owes

the

fund

(net

settlement).

Both

ISDAs

and

FX

letters

generally

allow

termination

of

transactions

and

net

settlement

upon

the

occurrence

of

contractually

specified

events,

such

as

failure

to

pay

or

bankruptcy.

In

addition,

ISDAs

specify

other

events,

the

occurrence

of

which

would

allow

one

of

the

parties

to

terminate.

For

example,

a

downgrade

in

credit

rating

of

a

counterparty

below

a

specified

rating

would

allow

the

fund

to

terminate,

while

a

decline

in

the

fund’s

net

assets

of

more

than

a

specified

percentage

would

allow

the

counterparty

to

terminate.

Upon

termination,

all

transactions

with

that

counterparty

would

be

liquidated

and

a

net

termination

amount

settled.

ISDAs

typically

include

collateral

agreements

whereas

FX

letters

do

not.

Collateral

requirements

are

determined

daily

based

on

the

net

aggregate

unrealized

gain

or

loss

on

all

bilateral

derivatives

with

a

counterparty,

subject

to

minimum

transfer

amounts

that

typically

range

from

$100,000

to

$250,000.

Any

additional

collateral

required

due

to

changes

in

security

values

is

typically

transferred

the

next

business

day.

Collateral

may

be

in

the

form

of

cash

or

debt

securities

issued

by

the

U.S.

government

or

related

agencies,

although

other

securities

may

be

used

depending

on

the

terms

outlined

in

the

applicable

MNA.

Cash

posted

by

the

fund

is

reflected

as

cash

deposits

in

the

accompanying

financial

statements

and

generally

is

restricted

from

withdrawal

by

the

fund;

securities

posted

by

the

fund

are

so

noted

in

the

accompanying

Portfolio

of

Investments;

both

remain

in

the

fund’s

assets.

Collateral

pledged

by

counterparties

is

not

included

in

the

fund’s

assets

because

the

fund

does

not

obtain

effective

control

over

those

assets.

For

bilateral

derivatives,

collateral

posted

or

received

by

the

fund

is

held

in

a

segregated

account

at

the

fund’s

custodian.

While

typically

not

sold

in

the

same

manner

as

equity

or

fixed

income

securities,

exchange-traded

or

centrally

cleared

derivatives

may

be

closed

out

only

on

the

exchange

or

clearinghouse

where

the

contracts

were

cleared,

and

OTC

and

bilateral

derivatives

may

be

unwound

with

counterparties

or

transactions

assigned

to

other

counterparties

to

allow

the

fund

to

exit

the

transaction.

This

ability

is

subject

to

the

liquidity

of

underlying

positions. As

of

December

31,

2024,

no

collateral had

been

pledged

or

posted

by

the

fund

to

counterparties

for

bilateral

derivatives. As

of

December

31,

2024,

collateral

pledged

by

counterparties

to

the

fund

for

bilateral

T.

ROWE

PRICE

Hedged

Equity

Fund

36

derivatives

consisted

of $6,130,000 cash. As

of

December

31,

2024,

securities

valued

at $35,066,000

had

been

posted

by

the

fund

for

exchange-traded

and/or

centrally

cleared

derivatives.

Futures

Contracts

 The

fund

is

subject

to interest

rate

risk

and

equity

price

risk in

the

normal

course

of

pursuing

its

investment

objectives

and

uses

futures

contracts

to

help

manage

such

risks.

The fund

may

enter

into

futures

contracts

to

manage

exposure

to

interest

rates,

security

prices,

and

foreign

currencies;

as

an

efficient

means

of

adjusting

exposure

to

all

or

part

of

a

target

market;

or

as

a

cash

management

tool. A

futures

contract

provides

for

the

future

sale

by

one

party

and

purchase

by

another

of

a

specified

amount

of

a

specific

underlying

financial

instrument

at

an

agreed-upon

price,

date,

time,

and

place.

The

fund

currently

invests

only

in

exchange-traded

futures,

which

generally

are

standardized

as

to

maturity

date,

underlying

financial

instrument,

and

other

contract

terms.

Payments

are

made

or

received

by

the

fund

each

day

to

settle

daily

fluctuations

in

the

value

of

the

contract

(variation

margin),

which

reflect

changes

in

the

value

of

the

underlying

financial

instrument.

Variation

margin

is

recorded

as

unrealized

gain

or

loss

until

the

contract

is

closed.

The

value

of

a

futures

contract

included

in

net

assets

is

the

amount

of

unsettled

variation

margin;

net

variation

margin

receivable

is

reflected

as

an

asset

and

net

variation

margin

payable

is

reflected

as

a

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

When

a

contract

is

closed,

a

realized

gain

or

loss

is

recorded

on

the

accompanying

Statement

of

Operations.

Risks

related

to

the

use

of

futures

contracts

include

possible

illiquidity

of

the

futures

markets,

contract

prices

that

can

be

highly

volatile

and

imperfectly

correlated

to

movements

in

hedged

security

values

and/or

interest

rates,

and

potential

losses

in

excess

of

the

fund’s

initial

investment.

During

the

year ended

December

31,

2024,

the

volume

of

the

fund’s

activity

in

futures,

based

on

underlying

notional

amounts,

was

generally

between

17%

and

25%

of

net

assets.

Options 

 The

fund

is

subject

to equity

price

risk in

the

normal

course

of

pursuing

its

investment

objectives

and

uses

options

to

help

manage

such

risk.

The

fund

may

use

options

to

manage

exposure

to

security

prices,

interest

rates,

foreign

currencies,

and

credit

quality;

as

an

efficient

means

of

adjusting

exposure

to

all

or

a

part

of

a

target

market;

to

enhance

income;

as

a

cash

management

tool;

or

to

adjust

credit

exposure.

The

fund

may

buy

or

sell

options

that

can

be

settled

either

directly

with

the

counterparty

(OTC

option)

or

through

a

central

clearinghouse

(exchange-traded

option).

Options

are

included

in

net

assets

at

fair

value,

options

purchased

are

included

in

Investments

in

Securities,

and

options

written

are

separately

reflected

as

a

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

Premiums

on

unexercised,

expired

options

T.

ROWE

PRICE

Hedged

Equity

Fund

37

are

recorded

as

realized

gains

or

losses

on

the

accompanying

Statement

of

Operations;

premiums

on

exercised

options

are

recorded

as

an

adjustment

to

the

proceeds

from

the

sale

or

cost

of

the

purchase.

The

difference

between

the

premium

and

the

amount

received

or

paid

in

a

closing

transaction

is

also

treated

as

realized

gain

or

loss

on

the

accompanying

Statement

of

Operations.

In

return

for

a

premium

paid,

call

and

put

index

options

give

the

holder

the

right,

but

not

the

obligation,

to

receive

cash

equal

to

the

difference

between

the

value

of

the

reference

index

on

the

exercise

date

and

the

exercise

price

of

the

option. Risks related

to

the

use

of

options

include

possible

illiquidity

of

the

options

markets;

trading

restrictions

imposed

by

an

exchange

or

counterparty;

possible

failure

of

counterparties

to

meet

the

terms

of

the

agreements;

movements

in

the

underlying

asset

values

and,

for

options

written,

the

potential

for

losses

to

exceed

any

premium

received

by

the

fund.

During

the

year ended

December

31,

2024,

the

volume

of

the

fund’s

activity

in

options,

based

on

underlying

notional

amounts,

was

generally

between

10%

and

13%

of

net

assets. 

NOTE

4

-

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.

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

T.

ROWE

PRICE

Hedged

Equity

Fund

38

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,

2024,

the

value

of

loaned

securities

was

$1,008,000;

the

value

of

cash

collateral

and

related

investments

was

$1,024,000.

Other 

Purchases

and

sales

of

portfolio

securities

other

than

in-kind

transactions,

if

any,

and short-term securities

aggregated $1,331,211,000 and

$1,519,924,000,

respectively,

for

the

year ended

December

31,

2024. 

NOTE

5

-

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

recharacterization

of

distributions.

T.

ROWE

PRICE

Hedged

Equity

Fund

39

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

At

December

31,

2024,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were as

follows:

At

December

31,

2024,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

Temporary

differences

between

book-basis

and

tax-basis

components

of

total

distributable

earnings

(loss)

arise

when

certain

items

of

income,

gain,

or

loss

are

recognized

in

different

periods

for

financial

statement

purposes

versus

for

tax

purposes;

these

differences

will

reverse

in

a

subsequent

reporting

period.

The

temporary

differences

relate

primarily

to

the

deferral

of

losses

from

wash

sales

and

the

realization

of

gains/losses

on

certain

open

derivative

contracts.

($000s)

December

31,

2024

December

31,

2023

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

115,922‌

$

18,781‌

Long-term

capital

gain

—‌

1,739‌

Total

distributions

$

115,922‌

$

20,520‌

($000s)

Cost

of

investments

$

2,996,384‌

Unrealized

appreciation

$

858,252‌

Unrealized

depreciation

(48,102‌)

Net

unrealized

appreciation

(depreciation)

$

810,150‌

($000s)

Undistributed

ordinary

income

$

1,698‌

Undistributed

long-term

capital

gain

2,210‌

Net

unrealized

appreciation

(depreciation)

810,150‌

Loss

carryforwards

and

deferrals

(113,930‌)

Other

temporary

differences

(3‌)

Total

distributable

earnings

(loss)

$

700,125‌

T.

ROWE

PRICE

Hedged

Equity

Fund

40

The

loss

carryforwards

and

deferrals

primarily

relate

to

straddle

deferrals.

Other

temporary

differences

relate

primarily

to

differences

in

treatment

of

corporate

actions.

NOTE

6

-

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

7

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

(Price

Group).

The

investment

management

agreement

between

the

fund

and

Price

Associates

provides

for

an

annual

investment

management

fee,

which

is

computed

daily

and

paid

monthly. The

fee

consists

of

an

individual

fund

fee,

equal

to

0.16%

of

the

fund’s

average

daily

net

assets,

and

a

group

fee.

The

group

fee

rate

is

calculated

based

on

the

combined

net

assets

of

certain

mutual

funds

sponsored

by

Price

Associates

(the

group)

applied

to

a

graduated

fee

schedule,

with

rates

ranging

from

0.48%

for

the

first

$1

billion

of

assets

to

0.260%

for

assets

in

excess

of

$845

billion.

The

fund’s

group

fee

is

determined

by

applying

the

group

fee

rate

to

the

fund’s

average

daily

net

assets. At

December

31,

2024,

the

effective

annual

group

fee

rate

was

0.28%.

The Investor

Class is

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

date

indicated

in

the

table

below.

This

agreement

will

continue

through

the

expense

limitation

date

indicated

in

the

table

below,

and

T.

ROWE

PRICE

Hedged

Equity

Fund

41

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

During

the

limitation

period,

Price

Associates

is required

to

waive

or

pay

any

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

that

would

otherwise

cause

the class’s ratio

of

annualized

total

expenses

to

average

net

assets

(net

expense

ratio)

to

exceed

its

expense

limitation.

The

class

is

required

to

repay

Price

Associates

for

expenses

previously

waived/paid

to

the

extent

the

class’s net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the class’s net

expense

ratio

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

expense

limitation

in

place

at

the

time

such

amounts

were

waived;

or

(2)

the class’s

current

expense

limitation.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

The

I

Class

is

also

subject

to

an

operating

expense

limitation

(I

Class

Limit)

pursuant

to

which

Price

Associates

is

contractually

required

to

pay

all

operating

expenses

of

the

I

Class,

excluding

management

fees;

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage; non-recurring,

extraordinary expenses; and

acquired

fund

fees

and

expenses, to

the

extent

such

operating

expenses,

on

an

annualized

basis,

exceed

the

I

Class

Limit. This

agreement

will

continue

through

the

expense

limitation

date

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

The

I

Class

is

required

to

repay

Price

Associates

for

expenses

previously

paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

operating

expenses

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

I

Class

Limit

in

place

at

the

time

such

amounts

were

paid;

or

(2)

the

current

I

Class

Limit.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

The

Z

Class

is

also

subject

to

a

contractual

expense

limitation

agreement

whereby

Price

Associates

has

agreed

to

waive

and/or

bear

all

of

the

Z

Class’

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

in

their

entirety.

This

fee

waiver

and/or

expense

reimbursement

arrangement

is

expected

to

remain

in

place

indefinitely,

and

the

agreement

may

only

be

amended

or

terminated

with

approval

by

the

fund’s

Board.

Expenses

of

the

fund

waived/paid

by

the

manager

are

not

subject

to

later

repayment

by

the

fund.

T.

ROWE

PRICE

Hedged

Equity

Fund

42

Pursuant

to

these

agreements,

expenses

were waived/paid

by

and/or

repaid

to

Price

Associates

during

the year

ended December

31,

2024 as

indicated

in

the

table

below.

Including

these

amounts,

expenses

previously

waived/

paid

by

Price

Associates

in

the

amount

of $5,000 remain

subject

to

repayment

by

the

fund

at

December

31,

2024. Any

repayment

of

expenses

previously

waived/paid

by

Price

Associates

during

the

period

would

be

included

in

the

net

investment

income

and

expense

ratios

presented

on

the

accompanying

Financial

Highlights.

In

addition,

the

fund

has

entered

into

service

agreements

with

Price

Associates

and

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,

2024,

expenses

incurred

pursuant

to

these

service

agreements

were

$122,000

for

Price

Associates

and

$10,000

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).

Additionally,

the

fund

is

one

of

several

mutual

funds

in

which

certain

college

savings

plans

managed

by

Price

Associates invests.

As

approved

by

the

fund’s

Board

of

Directors,

shareholder

servicing

costs

associated

with

each

college

savings

plan

are

borne

by

the

fund

in

proportion

to

the

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Price

has

agreed

to waive/reimburse

shareholder

servicing

costs in

excess

of

0.05%

of

the

fund’s

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Any

amounts

waived/

paid

by

Price

under

this

voluntary

agreement

are

not

subject

to

repayment

by

the

fund.

Price

may

amend

or

terminate

this

voluntary

arrangement

at

any

Investor

Class

I

Class

Z

Class

Expense

limitation/I

Class

Limit

0.75%

0.05%

0.00%

Expense

limitation

date

02/28/27

02/28/27

N/A

(Waived)/repaid

during

the

period

($000s)

$(5)

$—

$(15,071)

T.

ROWE

PRICE

Hedged

Equity

Fund

43

time

without

prior

notice.

For

the

year ended

December

31,

2024,

the

fund

was

charged $44,000 for

shareholder

servicing

costs

related

to

the

college

savings

plans, of

which

$8,000

was

for

services

provided

by

Price.

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. At

December

31,

2024,

approximately

77%

of

the

outstanding

shares

of

the

I

Class

were

held

by

college

savings

plans.

Mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

(collectively,

Price

Funds

and

accounts)

may

invest

in

the

fund.

No

Price

fund

or

account

may

invest

for

the

purpose

of

exercising

management

or

control

over

the

fund.

At

December

31,

2024, 100%

of

the

Z

Class's

outstanding

shares

were

held

by

Price

Funds

and

accounts.

The fund

may

invest

its

cash

reserves

in

certain

open-end

management

investment

companies

managed

by

Price

Associates

and

considered

affiliates

of

the

fund:

the

T.

Rowe

Price

Government

Reserve

Fund

or

the

T.

Rowe

Price

Treasury

Reserve

Fund,

organized

as

money

market

funds

(together,

the

Price

Reserve

Funds).

The

Price

Reserve

Funds

are

offered

as

short-term

investment

options

to

mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

and

are

not

available

for

direct

purchase

by

members

of

the

public.

Cash

collateral

from

securities

lending,

if

any,

is

invested

in

the

T.

Rowe

Price

Government

Reserve Fund. The

Price

Reserve

Funds

pay

no

investment

management

fees.

The fund may

participate

in

securities

purchase

and

sale

transactions

with

other

funds

or

accounts

advised

by

Price

Associates

(cross

trades),

in

accordance

with

procedures

adopted

by the

fund’s

Board

and

Securities

and

Exchange

Commission

rules,

which

require,

among

other

things,

that

such

purchase

and

sale

cross

trades

be

effected

at

the

independent

current

market

price

of

the

security.

During

the

year

ended

December

31,

2024,

the

aggregate

value

of

purchases

and

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates

was

less

than

1%

of

the

fund’s

net

assets

as

of

December

31,

2024.

NOTE

8

-

SEGMENT

REPORTING

Operating

segments

are

defined

as

components

of

a

company

that

engage

in

business

activities

and

for

which

discrete

financial

information

is

available

and

regularly

reviewed

by

the

chief

operating

decision

maker

(CODM)

in

deciding

how

to

allocate

resources

and

assess

performance.

The

Management

Committee

of

Price

Associates

acts

as

the

fund’s

CODM.

The

fund

makes

T.

ROWE

PRICE

Hedged

Equity

Fund

44

investments

in

accordance

with

its

investment

objective

as

outlined

in

the

Prospectus

and

is

considered

one

reportable

segment

because

the

CODM

allocates

resources

and

assesses

the

operating

results

of

the

fund

on

the

whole.

The

fund’s

revenue

is

derived

from

investments

in

portfolio

of

securities.

The

CODM

allocates

resources

and

assesses

performance

based

on

the

operating

results

of

the

fund,

which

is

consistent

with

the

results

presented

in

the

statement

of

operations,

statement

of

changes

in

net

assets

and

financial

highlights.

The

CODM

compares

the

fund’s

performance

to

its

benchmark

index

and

evaluates

the

positioning

of

the

fund

in

relation

to

its

investment

objective.

The

measure

of

segment

assets

is

net

assets

of

the

fund

which

is

disclosed

in

the

statement

of

assets

and

liabilities.

The

accounting

policies

of

the

segment

are

the

same

as

those

described

in

the

summary

of

significant

accounting

policies.

The

financial

statements

include

all

details

of

the

segment

assets,

segment

revenue

and

expenses;

and

reflect

the

financial

results

of

the

segment.

NOTE

9

-

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

Hedged

Equity

Fund

45

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

Hedged

Equity

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

Hedged

Equity

Fund

(one

of

the

funds

constituting

T.

Rowe

Price

Equity

Funds,

Inc.,

referred

to

hereafter

as

the

"Fund")

as

of

December

31,

2024,

the

related

statement

of

operations

for

the

year

ended

December

31,

2024

and

the

statement

of

changes

in

net

assets

and

the

financial

highlights

for

the

year

ended

December

31,

2024

and

for

the

period

July

5,

2023

(Inception)

through

December

31,

2023,

including

the

related

notes

(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,

2024,

the

results

of

its

operations

for

the

year

ended

December

31,

2024

and

the

changes

in

its

net

assets

and

the

financial

highlights

for

the

year

ended

December

31,

2024

and

for

the

period

July

5,

2023

(Inception)

through

December

31,

2023

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

T.

ROWE

PRICE

Hedged

Equity

Fund

46

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,

2024

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.

/s/

PricewaterhouseCoopers

LLP

Baltimore,

Maryland

February

18,

2025

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

(continued)

T.

ROWE

PRICE

Hedged

Equity

Fund

47

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 12/31/24

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.

For

nonresident

alien

shareholders,

100%

of

short-term

capital

gain

dividends

distributed

by

the

fund

for

the

fiscal

year

are

qualified

short-term

capital

gains.

For

taxable

non-corporate

shareholders,

$28,788,000

of

the

fund's

income

represents

qualified

dividend

income

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

For

corporate

shareholders,

$27,101,000

of

the

fund's

income

qualifies

for

the

dividends-received

deduction.

For

shareholders

subject

to

interest

expense

deduction

limitation

under

Section

163(j),

$13,968,000

of

the

fund’s

income

qualifies

as

a

Section

163(j)

interest

dividend

and

can

be

treated

as

interest

income

for

purposes

of

Section

163(j),

subject

to

holding

period

requirements

and

other

limitations.

For

individuals

and

certain

trusts

and

estates

which

are

entitled

to

claim

a

deduction

of

up

to

20%

of

their

combined

qualified

real

estate

investment

trust

(REIT)

dividends,

$433,000

of

the

fund's

income

qualifies

as

qualified

real

estate

investment

trust

(REIT)

dividends.

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.

F1544-050

2/25

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.

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.

Item 19. Exhibits.

(a)(1)	The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is attached.
(2)	Listing standards relating to recovery of erroneously awarded compensation: not applicable.
(3)	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.
(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 18, 2025

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 18, 2025
By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	February 18, 2025