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: 811-21149
T. Rowe Price Retirement Funds, Inc.
(Exact name of registrant as specified in charter)
100 East Pratt Street, Baltimore, MD 21202
(Address of principal executive offices)
David Oestreicher
100 East Pratt Street, Baltimore, MD 21202
(Name and address of agent for service)
Registrant’s telephone number, including area code: (410) 345-2000
Date of fiscal year end: December 31
Date of reporting period: June 30, 2024
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
Semi-Annual Shareholder Report
June 30, 2024
Retirement Income 2025 Fund
This semi-annual shareholder report contains important information about Retirement Income 2025 Fund (the "fund") for the period of January 17, 2024 to June 30, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary.
What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)
| | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Retirement Income 2025 Fund - Investor Class | $25 | 0.54% |
What are some fund statistics?
| Total Net Assets (000s) | $4,931 |
| Number of Portfolio Holdings | 27 |
| |
| Portfolio Turnover Rate | 22.7% |
What did the fund invest in?
Asset Allocation (as a % of Net Assets)
| Domestic Equity Funds | 43.4% |
| Domestic Bond Funds | 28.8 |
| International Equity Funds | 14.6 |
| International Bond Funds | 11.4 |
| Short-Term and Other | 1.8 |
Top Ten Holdings (as a % of Net Assets)
| T. Rowe Price New Income Fund | 13.2% |
| T. Rowe Price Limited Duration Inflation Focused Bond Fund | 8.9 |
| T. Rowe Price Value Fund | 8.4 |
| T. Rowe Price Growth Stock Fund | 8.2 |
| T. Rowe Price U.S. Large-Cap Core Fund | 5.7 |
| T. Rowe Price Equity Index 500 Fund | 5.4 |
| T. Rowe Price Hedged Equity Fund | 5.2 |
| T. Rowe Price International Bond Fund (USD Hedged) | 4.5 |
| T. Rowe Price Overseas Stock Fund | 4.1 |
| T. Rowe Price International Value Equity Fund | 4.0 |
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.
Retirement Income 2025 Fund
Investor Class (TRAVX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Semi-Annual Shareholder Report
June 30, 2024
Retirement Income 2025 Fund
This semi-annual shareholder report contains important information about Retirement Income 2025 Fund (the "fund") for the period of January 17, 2024 to June 30, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary.
What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)
| | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Retirement Income 2025 Fund - I Class | $18 | 0.38% |
What are some fund statistics?
| Total Net Assets (000s) | $4,931 |
| Number of Portfolio Holdings | 27 |
| |
| Portfolio Turnover Rate | 22.7% |
What did the fund invest in?
Asset Allocation (as a % of Net Assets)
| Domestic Equity Funds | 43.4% |
| Domestic Bond Funds | 28.8 |
| International Equity Funds | 14.6 |
| International Bond Funds | 11.4 |
| Short-Term and Other | 1.8 |
Top Ten Holdings (as a % of Net Assets)
| T. Rowe Price New Income Fund | 13.2% |
| T. Rowe Price Limited Duration Inflation Focused Bond Fund | 8.9 |
| T. Rowe Price Value Fund | 8.4 |
| T. Rowe Price Growth Stock Fund | 8.2 |
| T. Rowe Price U.S. Large-Cap Core Fund | 5.7 |
| T. Rowe Price Equity Index 500 Fund | 5.4 |
| T. Rowe Price Hedged Equity Fund | 5.2 |
| T. Rowe Price International Bond Fund (USD Hedged) | 4.5 |
| T. Rowe Price Overseas Stock Fund | 4.1 |
| T. Rowe Price International Value Equity Fund | 4.0 |
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.
Retirement Income 2025 Fund
I Class (TRATX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Item 1. (b) Notice pursuant to Rule 30e-3.
Not applicable.
Item 2. Code of Ethics.
A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed as an exhibit to the registrant’s annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant’s most recent fiscal half-year.
Item 3. Audit Committee Financial Expert.
Disclosure required in registrant’s annual Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Disclosure required in registrant’s annual Form N-CSR.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable. The complete schedule of investments is included in Item 7 of this Form N-CSR.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a – b) Report pursuant to Regulation S-X.
Financial
Highlights
Portfolio
of
Investments
Financial
Statements
and
Notes
Additional
Fund
Information
Financial
Statements
and
Other
Information
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
TRAVX
Retirement
Income
2025
Fund
TRATX
Retirement
Income
2025
Fund–
.
I Class
T.
ROWE
PRICE
Retirement
Income
2025
Fund
(Unaudited)
For
a
share
outstanding
throughout
the
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Investor
Class
(1)
1/17/24
(1)
Through
6/30/24
NET
ASSET
VALUE
Beginning
of
period
$
10.00
Investment
activities
Net
investment
income
(2)(3)
0.06
Net
realized
and
unrealized
gain/loss
0.72
Total
from
investment
activities
0.78
Distributions
Net
investment
income
(0.18)
NET
ASSET
VALUE
End
of
period
$
10.60
Ratios/Supplemental
Data
Total
return
(3)(4)(5)
7.88%
Ratios
to
average
net
assets:
(3)
Gross
expenses
before
payments
by
Price
Associates
(5)
0.54%
(6)
Net
expenses
after
payments
by
Price
Associates
(5)
0.54%
(6)
Net
investment
income
(5)
1.37%
(6)
Portfolio
turnover
rate
(5)
22.7%
Net
assets,
end
of
period
(in
thousands)
$2,366
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
the
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.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(5)
Reflects
the
activity
of
the
fund,
and
does
not
include
the
activity
of
the
underlying
Price
Funds.
However,
investment
performance
of
the
fund
is
directly
related
to
the
investment
performance
of
the
underlying
Price
Funds
in
which
it
invests.
(6)
Annualized
T.
ROWE
PRICE
Retirement
Income
2025
Fund
(Unaudited)
For
a
share
outstanding
throughout
the
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
I
Class
(1)
1/17/24
(1)
Through
6/30/24
NET
ASSET
VALUE
Beginning
of
period
$
10.00
Investment
activities
Net
investment
income
(2)(3)
0.08
Net
realized
and
unrealized
gain/loss
0.71
Total
from
investment
activities
0.79
Distributions
Net
investment
income
(0.18)
NET
ASSET
VALUE
End
of
period
$
10.61
Ratios/Supplemental
Data
Total
return
(3)(4)(5)
7.97%
Ratios
to
average
net
assets:
(3)
Gross
expenses
before
payments
by
Price
Associates
(5)
0.38%
(6)
Net
expenses
after
payments
by
Price
Associates
(5)
0.38%
(6)
Net
investment
income
(5)
1.60%
(6)
Portfolio
turnover
rate
(5)
22.7%
Net
assets,
end
of
period
(in
thousands)
$2,565
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
the
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.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(5)
Reflects
the
activity
of
the
fund,
and
does
not
include
the
activity
of
the
underlying
Price
Funds.
However,
investment
performance
of
the
fund
is
directly
related
to
the
investment
performance
of
the
underlying
Price
Funds
in
which
it
invests.
(6)
Annualized
T.
ROWE
PRICE
Retirement
Income
2025
Fund
June
30,
2024
(Unaudited)
Portfolio
of
Investments
(1)
(1)
$
Value
1/17/24
$
Purchase
Cost
(2)
$
Sales
Cost
(2)
Shares
$
Value
6/30/24
(Cost
and
value
in
$000s)
BOND
MUTUAL
FUNDS
40.2%
T.
Rowe
Price
Funds:
New
Income
Fund
–
704
56
82,366
648
Limited
Duration
Inflation
Focused
Bond
Fund
–
474
38
94,311
441
International
Bond
Fund
(USD
Hedged)
–
243
20
26,652
223
U.S.
Treasury
Long-Term
Index
Fund
–
179
14
22,464
165
Dynamic
Global
Bond
Fund
–
167
13
19,857
153
Emerging
Markets
Bond
Fund
–
142
11
14,418
131
High
Yield
Fund
–
135
11
21,375
125
Dynamic
Credit
Fund
–
57
5
5,945
52
Floating
Rate
Fund
–
49
4
4,823
45
Total
Bond
Mutual
Funds
(Cost
$1,979)
1,983
EQUITY
MUTUAL
FUNDS
58.0%
T.
Rowe
Price
Funds:
Value
Fund
–
436
35
8,877
413
Growth
Stock
Fund
–
407
39
3,823
404
U.S.
Large-Cap
Core
Fund
–
287
25
6,624
281
Equity
Index
500
Fund
–
289
41
1,836
264
Hedged
Equity
Fund
–
266
22
21,363
258
Overseas
Stock
Fund
–
218
21
15,448
202
International
Value
Equity
Fund
–
208
19
11,327
195
Real
Assets
Fund
–
202
17
13,064
188
International
Stock
Fund
–
194
16
9,247
184
Mid-Cap
Growth
Fund
–
105
9
937
98
Mid-Cap
Value
Fund
–
95
8
2,650
90
Emerging
Markets
Discovery
Stock
Fund
–
75
7
5,102
73
Emerging
Markets
Stock
Fund
–
67
5
1,841
64
Small-Cap
Value
Fund
–
58
5
1,032
54
Small-Cap
Stock
Fund
–
56
6
860
51
New
Horizons
Fund (3)
–
47
4
775
43
Total
Equity
Mutual
Funds
(Cost
$2,730)
2,862
OTHER
MUTUAL
FUNDS
0.0%
T.
Rowe
Price
Funds:
Transition
Fund
–
8
8
3
—
Total
Other
Mutual
Funds
(Cost
$–)
—
T.
ROWE
PRICE
Retirement
Income
2025
Fund
$
Value
1/17/24
$
Purchase
Cost
(2)
$
Sales
Cost
(2)
Shares
$
Value
6/30/24
(Cost
and
value
in
$000s)
SHORT-TERM
INVESTMENTS
1.9%
Money
Market
Funds
1.9%
T.
Rowe
Price
U.S.
Treasury
Money
Fund,
5.38% (4)
–
103
12
91,459
91
Total
Short-Term
Investments
(Cost
$91)
91
Total
Investments
in
Securities
100.1%
of
Net
Assets
(Cost
$4,800)
$
4,936
(1)
Each
underlying
Price
Fund
is
an
affiliated
company;
the
fund
is
invested
in
the Z
Class
of
each
underlying
Price
Fund,
except
for
the
Transition
Fund,
if
held,
which
is
a
single
class
fund.
Additional
information
about
each underlying
Price
Fund
is
available
by
calling
1-877-495-1138
and
at www.troweprice.com.
(2)
Purchase
cost
and
Sales
cost
for
affiliates
not
held
at
period
end
totaled
$4
and
$4,
respectively.
(3)
Non-income
producing
(4)
Seven-day
yield
T.
ROWE
PRICE
Retirement
Income
2025
Fund
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
period
ended
June
30,
2024.
Net
realized
gain
(loss),
investment
income,
and
change
in
net
unrealized
gain/loss
reflect
all
activity
for
the
period
then
ended.
Affiliate
Net
Realized
Gain
(Loss)
Change
in
Net
Unrealized
Gain/Loss
Investment
Income
T.
Rowe
Price
Funds:
Dynamic
Credit
Fund
$
—
$
—
$
1
Dynamic
Global
Bond
Fund
—
(1)
2
Emerging
Markets
Bond
Fund
—
—
2
Emerging
Markets
Discovery
Stock
Fund
—
5
—
Emerging
Markets
Stock
Fund
—
2
—
Equity
Index
500
Fund
—
16
1
Floating
Rate
Fund
—
—
1
Growth
Stock
Fund
—
36
—
Hedged
Equity
Fund
—
14
—
High
Yield
Fund
—
1
2
International
Bond
Fund
(USD
Hedged)
—
—
1
International
Stock
Fund
—
6
—
International
Value
Equity
Fund
(1)
6
—
Limited
Duration
Inflation
Focused
Bond
Fund
—
5
—
Mid-Cap
Growth
Fund
—
2
—
Mid-Cap
Value
Fund
—
3
—
New
Horizons
Fund
—
—
—
New
Income
Fund
—
—
6
Overseas
Stock
Fund
—
5
—
Real
Assets
Fund
—
3
—
Small-Cap
Stock
Fund
—
1
—
Small-Cap
Value
Fund
—
1
—
Transition
Fund
—
—
—
U.S.
Large-Cap
Core
Fund
—
19
—
U.S.
Treasury
Long-Term
Index
Fund
—
—
1
Value
Fund
(1)
12
—
U.S.
Treasury
Money
Fund,
5.38%
—
—
1
Affiliates
not
held
at
period
end
—
—
—
Totals
$
(2)#
$
136
$
18+
T.
ROWE
PRICE
Retirement
Income
2025
Fund
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$18
of
income
distributions
from
underlying
Price
Funds.
T.
ROWE
PRICE
Retirement
Income
2025
Fund
June
30,
2024
(Unaudited)
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Assets
Investments
in
securities,
at
value
(cost
$4,800)
$
4,936
Total
assets
4,936
Liabilities
Investment
management
and
administrative
fees
payable
5
Total
liabilities
5
NET
ASSETS
$
4,931
Net
Assets
Consist
of:
Total
distributable
earnings
(loss)
$
113
Paid-in
capital
applicable
to
464,845
shares
of
$0.0001
par
value
capital
stock
outstanding;
30,000,000,000
shares
of
the
Corporation
authorized
4,818
NET
ASSETS
$
4,931
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$2,366;
Shares
outstanding:
223,131)
$
10.60
I
Class
(Net
assets:
$2,565;
Shares
outstanding:
241,714)
$
10.61
T.
ROWE
PRICE
Retirement
Income
2025
Fund
(Unaudited)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
1/17/24
Through
6/30/24
Investment
Income
(Loss)
Income
distributions
from
underlying
Price
Funds
$
18
Investment
management
and
administrative
expense
4
Net
investment
income
14
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
loss
on
Sales
of
underlying
Price
Funds
(2)
Change
in
net
unrealized
gain
/
loss
on
underlying
Price
Funds
136
Net
realized
and
unrealized
gain
/
loss
134
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
148
T.
ROWE
PRICE
Retirement
Income
2025
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
1/17/24
Through
6/30/24
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
14
Net
realized
loss
(2)
Change
in
net
unrealized
gain
/
loss
136
Increase
in
net
assets
from
operations
148
Distributions
to
shareholders
Net
earnings
Investor
Class
(22)
I
Class
(13)
Decrease
in
net
assets
from
distributions
(35)
Capital
share
transactions
*
Shares
sold
Investor
Class
2,359
I
Class
3,315
Shares
redeemed
Investor
Class
(54)
I
Class
(802)
Increase
in
net
assets
from
capital
share
transactions
4,818
Net
Assets
Increase
during
period
4,931
Beginning
of
period
–
End
of
period
$
4,931
*Share
information
(000s)
Shares
sold
Investor
Class
228
I
Class
317
Shares
redeemed
Investor
Class
(5)
I
Class
(75)
Increase
in
shares
outstanding
465
T.
ROWE
PRICE
Retirement
Income
2025
Fund
Unaudited
NOTES
TO
FINANCIAL
STATEMENTS
T.
Rowe
Price
Retirement
Funds,
Inc.
(the
corporation)
is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act).
T.
Rowe
Price
Retirement
Income
2025
Fund
(the
fund)
is
a
diversified,
open-end
management
investment
company
and
is
one
of
the
portfolios
established
by
the
corporation.
The
fund
incepted
on
January
17,
2024.
The
fund
invests
in
a
portfolio
of
other
T.
Rowe
Price
stock
and
bond
funds
(underlying
Price
Funds)
that
represent
various
asset
classes
and
sectors.
The
fund’s
allocation
among
underlying
Price
Funds
will
change,
and
its
asset
mix
will
become
more
conservative
over
time.
The
fund
seeks
to
provide
monthly
income.
The
fund
has
two classes
of
shares:
the Retirement
Income
2025
Fund
(Investor
Class)
and
Retirement
Income
2025
Fund–I
Class
(I
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. 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
class.
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
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
of
the
underlying
Price
Funds
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
of
the
underlying
Price
Funds.
Investment
Transactions
and Investment
Income
Investment
transactions are
accounted
for
on
the
trade
date.
Income
and
expenses
are
recorded
on
the
accrual
basis.
Realized
gains
and
losses are
reported
on
the
identified
cost
basis.
Income
tax-related
interest
and
penalties,
if
incurred,
would
be
recorded
as
income
tax
expense.
Dividends
received
from
underlying
T.
ROWE
PRICE
Retirement
Income
2025
Fund
Price
Fund
investments
are
reflected
as income;
capital
gain
distributions
are
reflected
as
realized
gain/loss.
Income
and
capital
gain
distributions
from
the
underlying
Price
Funds
are
recorded
on
the
ex-dividend
date.
Distributions
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
The
fund
declares
and
pays
twelve
equal
monthly
distributions
based
on
a
specified
annual
payout
rate
of
approximately
5%
of
the
fund’s
average
net
asset
value
over
the
prior
five
years.
The
monthly
distribution
rate
per
share
is
expected
to
remain
constant
from
month
to
month
for
a
particular
calendar
year
and
is
reset
annually
each
January
based
on
the
fund’s
historical
average
net
asset
value
over
the
previous
five
years
(or,
until
the
fund
has
five
years
of
operating
history,
the
average
net
asset
value
of
a
similarly
managed
fund).
Effective
January
17,
2024,
the
monthly
distribution
rate
is
$0.0367
per
share
for
the
Investor
Class
and
$0.0365
per
share
for
the
I
Class. The
estimated
sources
of
each
distribution
are
communicated
to
shareholders
monthly;
at
fiscal
year-end,
distributions
are
re-characterized
to
ordinary
income,
capital
gain,
and
return
of
capital
(if
any)
to
reflect
their
tax
character
and
shareholders
are
notified
of
the
final
sources
of
the
per
share
distributions.
Capital
Transactions
Each
investor’s
interest
in
the
net
assets
of the
fund
is
represented
by
fund
shares. The
fund’s
net
asset
value
(NAV)
per
share
is
computed
at
the
close
of
the
New
York
Stock
Exchange
(NYSE),
normally
4
p.m.
ET,
each
day
the
NYSE
is
open
for
business.
However,
the
NAV
per
share
may
be
calculated
at
a
time
other
than
the
normal
close
of
the
NYSE
if
trading
on
the
NYSE
is
restricted,
if
the
NYSE
closes
earlier,
or
as
may
be
permitted
by
the
SEC.
Purchases
and
redemptions
of
fund
shares
are
transacted
at
the
next-computed
NAV
per
share,
after
receipt
of
the
transaction
order
by
T.
Rowe
Price
Associates,
Inc.,
or
its
agents.
Indemnification
In
the
normal
course
of
business,
the fund
may
provide
indemnification
in
connection
with
its
officers
and
directors,
service
providers
and/or
private
company
investments. The
fund’s
maximum
exposure
under
these
arrangements
is
unknown;
however,
the
risk
of
material
loss
is
currently
considered
to
be
remote.
NOTE
2
-
VALUATION
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.
Investments
in
the
T.
ROWE
PRICE
Retirement
Income
2025
Fund
underlying
Price
Funds
are
valued
at
their
closing
NAV
per
share
on
the
day
of
valuation. Assets
and
liabilities
other
than
financial
instruments,
including
short-term
receivables
and
payables,
are
carried
at
cost,
or
estimated
realizable
value,
if
less,
which
approximates
fair
value.
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
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee.
The
Valuation Designee
provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1 – quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
Level
2 – inputs
other
than
Level
1
quoted
prices
that
are
observable,
either
directly
or
indirectly
(including,
but
not
limited
to,
quoted
prices
for
similar
financial
instruments
in
active
markets,
quoted
prices
for
identical
or
similar
financial
instruments
in
inactive
markets,
interest
rates
and
yield
curves,
implied
volatilities,
and
credit
spreads)
Level
3 – unobservable
inputs
(including
the
Valuation Designee’s
assumptions
in
determining
fair
value)
Observable
inputs
are
developed
using
market
data,
such
as
publicly
available
information
about
actual
events
or
transactions,
and
reflect
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
Unobservable
inputs
are
those
for
which
market
data
are
not
available
and
are
developed
using
the
best
information
available
about
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
GAAP
requires
valuation
techniques
to
maximize
the
use
of
relevant
observable
inputs
and
minimize
the
use
of
unobservable
inputs.
When
multiple
inputs
are
used
to
derive
fair
value,
the
financial
instrument
is
assigned
to
the
level
within
the
fair
value
hierarchy
based
on
the
lowest-level
input
that
is
significant
to
the
fair
value
of
the
financial
instrument.
Input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level
but
rather
the
degree
of
T.
ROWE
PRICE
Retirement
Income
2025
Fund
judgment
used
in
determining
those
values.
On
June
30,
2024,
all
of
the
fund’s
financial
instruments
were
classified
as
Level
1,
based
on
the
inputs
used
to
determine
their
fair
values.
NOTE
3
-
INVESTMENTS
IN
UNDERLYING
PRICE
FUNDS
Purchases
and
sales
of
the
underlying
Price
Funds
other
than
in-kind
transactions,
if
any,
during
the
period
ended
June
30,
2024,
aggregated
$5,275,000
and
$473,000,
respectively.
NOTE
4
-
FEDERAL
INCOME
TAXES
Generally,
no
provision
for
federal
income
taxes
is
required
since the fund
intends
to qualify
as
a
regulated
investment
company
under
Subchapter
M
of
the
Internal
Revenue
Code
and
distribute
to
shareholders
all
of
its taxable
income
and
gains.
Distributions
determined
in
accordance
with
federal
income
tax
regulations
may
differ
in
amount
or
character
from
net
investment
income
and
realized
gains
for
financial
reporting
purposes.
Financial
reporting
records
are
adjusted
for
permanent
book/tax
differences
to
reflect
tax
character
but
are
not
adjusted
for
temporary
differences.
The
amount
and
character
of
tax-basis
distributions
and
composition
of
net
assets
are
finalized
at
fiscal
year-end;
accordingly,
tax-basis
balances
have
not
been
determined
as
of
the
date
of
this
report.
At
June
30,
2024,
the
cost
of
investments
(including
derivatives,
if
any)
for
federal
income
tax
purposes
was
$4,800,000. Net
unrealized
gain
aggregated $136,000
at
period-end,
of
which $137,000
related
to
appreciated
investments
and $1,000
related
to
depreciated
investments.
NOTE
5
-
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
Associates,
directly
or
through
sub-advisory
agreements
with
its
wholly
owned
subsidiaries,
also
provides
investment
management
services
to
all
the
underlying
Price
Funds.
Certain
officers
and
directors
of
the
fund
are
also
officers
and
directors
of
Price
Associates
and
its
subsidiaries
and
the
underlying
Price
Funds.
T.
ROWE
PRICE
Retirement
Income
2025
Fund
The
fund
operates
in
accordance
with
an
amended
investment
management
agreement
(amended
management
agreement),
between
the
corporation,
on
behalf
of
the
fund,
and
Price
Associates.
Under
the
amended
management
agreement,
the
fund
pays
an
all-inclusive
annual
fee
that
is
based
on
a
predetermined
fee
schedule
that ranges
from
0.64%
to
0.49%
for
the
Investor
Class
and
0.46%
to
0.34%
for
the
I
Class,
generally
declining
as
the
fund
reduces
its
overall
stock
exposure
along
its
investment
glide
path.
The
all-inclusive
management
fee
covers
investment
management
services
and
all
of
the
fund’s
operating
expenses
except
for
interest
expense;
expenses
related
to
borrowings,
taxes,
and
brokerage; nonrecurring,
extraordinary
expenses;
and
acquired
fund
fees
and
expenses.
Differences
in
the
all-inclusive
fees
between
certain
classes
relate
to
differences
in
expected
shareholder
servicing
expenses. At
June
30,
2024,
the
effective
all-inclusive
management
fee
rate
was
0.54%
for
the
Investor
Class
and 0.38%
for
the
I
Class.
In
addition,
the fund
has entered
into
service
agreements
with
Price
Associates
and
two
wholly
owned
subsidiaries
of
Price
Associates,
each
an
affiliate
of
the
fund
(collectively,
Price).
Price
Associates
provides
certain
accounting
and
administrative
services
to
the
fund.
T.
Rowe
Price
Services,
Inc.
provides
shareholder
and
administrative
services
in
its
capacity
as
the
fund’s
transfer
and
dividend-disbursing
agent.
T.
Rowe
Price
Retirement
Plan
Services,
Inc.
provides
subaccounting
and
recordkeeping
services
for
certain
retirement
accounts
invested
in
the
fund.
Pursuant
to
the
all-inclusive
fee
arrangement
under
the
investment
management
and
administrative
agreement,
expenses
incurred
by
the
fund
pursuant
to
these
service
agreements
are
paid
by
Price
Associates.
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).
The
fund
may
invest
in
the
T.
Rowe
Price
Transition
Fund
(Transition
Fund)
to
facilitate
the fund’s
transition
between
the
various
underlying
Price
Funds
as
the
fund
rebalances
its
allocation
to
the
underlying
Price
Funds.
There
is
no
specific
neutral
allocation
to
the
Transition
Fund.
In
addition,
the
fund
may
also
maintain
a
small
position
in
the
Transition
Fund
when
it
is
not
actively
involved
in
a
transition.
T.
ROWE
PRICE
Retirement
Income
2025
Fund
The
fund
does
not
invest
in
the
underlying
Price
Funds
for
the
purpose
of
exercising
management
or
control;
however,
investments
by
the
fund
may
represent
a
significant
portion
of
an
underlying
Price
Fund’s
net
assets.
At
June
30,
2024,
the
fund
held
less
than
25%
of
the
outstanding
shares
of
any
underlying
Price
Fund.
As
of
June
30,
2024,
T.
Rowe
Price
Group,
Inc.,
or
its
wholly
owned
subsidiaries,
owned
75,000
shares
of
the
Investor
Class,
representing
34%
of
the
Investor
Class's
net
assets,
and
25,000
shares
of
the
I
Class,
representing
10%
of
the
I
Class's
net
assets.
NOTE
6
-
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
Retirement
Income
2025
Fund
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
At
a
meeting
held
on
February
1,
2023
(Meeting),
the
fund’s
Board
of
Directors
(Board),
including
a
majority
of
the
fund’s
independent
directors,
approved
the
initial
investment
management
agreement
(Advisory
Contract)
between
the
fund
and
its
investment
adviser,
T.
Rowe
Price
Associates,
Inc.
(Adviser).
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
and
the
approval
of
the
Advisory
Contract.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Advisory
Contract
by
independent
legal
counsel
from
whom
they
received
separate
legal
advice
and
with
whom
they
met
separately.
In
considering
and
approving
the
Advisory
Contract,
the
Board
considered
the
information
it
believed
was
relevant,
including,
but
not
limited
to,
the
information
discussed
below.
The
Board
considered
not
only
the
specific
information
presented
in
connection
with
the
Meeting
but
also
the
knowledge
gained
over
time
through
interactions
with
the
Adviser
about
various
topics.
The
Board
meets
regularly
and,
at
each
of
its
meetings,
covers
an
extensive
agenda
of
topics
and
materials
and
considers
factors
that
are
relevant
to
its
annual
consideration
of
the
renewal
of
the
advisory
contracts
for
the
T.
Rowe
Price
funds,
including
performance
and
the
services
and
support
provided
to
the
funds
and
their
shareholders.
Services
Provided
by
the
Adviser
The
Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
other
T.
Rowe
Price
funds
(and
the
nature,
quality,
and
extent
of
the
services
expected
to
be
provided
to
the
fund)
by
the
Adviser.
These
services
include,
but
are
not
limited
to,
directing
the
fund’s
investments
in
accordance
with
its
investment
program
and
the
overall
management
of
the
fund’s
portfolio,
as
well
as
a
variety
of
related
activities
such
as
financial,
investment
operations,
and
administrative
services;
compliance;
maintaining
the
fund’s
records
and
registrations;
and
shareholder
communications.
The
Board
also
reviewed
the
background
and
experience
of
the
Adviser’s
senior
management
team
and
investment
personnel
that
will
be
involved
in
the
management
of
the
fund,
as
well
as
the
Adviser’s
compliance
record.
The
Board
concluded
that
it
was
satisfied
with
the
nature,
quality,
and
extent
of
the
services
to
be
provided
by
the
Adviser.
Costs,
Benefits,
Economies
of
Scale,
Fees
and
Expenses
Since
the
fund
was
approved
for
launch
at
the
Meeting,
the
Board
did
not
review
information
regarding
the
revenues
received
by
the
Adviser
under
the
Advisory
Contract
and
other
benefits
that
the
Adviser
(and
its
affiliates)
may
have
realized,
or
will
realize,
from
its
relationship
with
the
fund.
T.
ROWE
PRICE
Retirement
Income
2025
Fund
Under
the
fund’s
Advisory
Contract,
the
fund
will
pay
the
Adviser
an
all-inclusive
management
fee,
which
is
based
on
the
fund’s
average
daily
net
assets.
The
all-
inclusive
management
fee
includes
investment
management
services
and
provides
for
the
Adviser
to
pay
all
of
the
fund’s
ordinary,
recurring
operating
expenses
except
for
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
nonrecurring,
extraordinary
expenses;
and
any
acquired
fund
fees
and
expenses.
In
accordance
with
a
predetermined
contractual
fee
schedule,
the
all-inclusive
management
fee
rate
for
the
fund
generally
starts
to
decline
around
the
time
the
fund
begins
reducing
its
overall
stock
exposure
and
then
continues
to
decline
over
time
as
the
fund
nears
and
then
passes
its
predetermined
target
date.
The
Adviser
has
generally
implemented
an
all-inclusive
management
fee
structure
in
situations
where
a
fixed
total
expense
ratio
is
useful
for
purposes
of
providing
certainty
of
fees
and
expenses
for
the
fund’s
investors
and
historically
has
sought
to
set
the
all-inclusive
management
fee
rate
at
levels
below
the
expense
ratios
of
comparable
funds
to
take
into
account
potential
future
economies
of
scale.
The
all-inclusive
management
fee
structure
also
provides
greater
flexibility
to
make
investment
changes,
including
underlying
fund
changes,
while
maintaining
a
certain
expense
ratio
for
investors.
In
connection
with
its
approval
of
the
initial
Advisory
Contract,
the
Board
was
provided
with
information
regarding
industry
trends
in
management
fees
and
expenses
and
the
Board
reviewed
comparisons
of
the
fund’s
proposed
fee
structure
relative
to
similarly
managed
competitor
funds
and
T.
Rowe
Price
funds.
On
the
basis
of
the
information
provided
and
the
factors
considered,
the
Board
concluded
that
the
fee
structure
was
reasonable
and
appropriate.
Approval
of
the
Advisory
Contract
As
noted,
at
the
Meeting,
the
Board
approved
the
initial
Advisory
Contract
for
the
fund.
No
single
factor
was
considered
in
isolation
or
to
be
determinative
to
the
decision.
Rather,
the
Board
concluded,
in
light
of
a
weighting
and
balancing
of
all
factors
considered,
that
it
was
in
the
best
interests
of
the
fund
and
its
future
shareholders
for
the
Board
to
approve
the
Advisory
Contract
(including
the
fees
to
be
charged
for
services
thereunder).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
100
East
Pratt
Street
Baltimore,
MD
21202
T.
Rowe
Price
Investment
Services,
Inc.
Call
1-800-225-5132
to
request
a
prospectus
or
summary
prospectus;
each
includes
investment
objectives,
risks,
fees,
expenses,
and
other
information
that
you
should
read
and
consider
carefully
before
investing.
F1843-051
8/24
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Remuneration paid to Directors is included in Item 7 of this Form N-CSR and/or the Statement of Additional Information.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
If applicable, see Item 7.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders.
There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.
Item 16. Controls and Procedures.
(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.
(b) The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
T. Rowe Price Retirement Income 2025 Fund
| | | | |
| By | | /s/ David Oestreicher | | |
| | David Oestreicher | | |
| | Principal Executive Officer | | |
| | |
| Date | | August 20, 2024 | | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | |
| By | | /s/ David Oestreicher | | |
| | David Oestreicher | | |
| | Principal Executive Officer | | |
| | |
| Date | | August 20, 2024 | | |
| | | | |
| By | | /s/ Alan S. Dupski | | |
| | Alan S. Dupski | | |
| | Principal Financial Officer | | |
| | |
| Date | | August 20, 2024 | | |
