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: May 31
Date of reporting period: November 30, 2024
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
Semi-Annual Shareholder Report
November 30, 2024
Retirement Blend 2040 Fund
This semi-annual shareholder report contains important information about Retirement Blend 2040 Fund (the "fund") for the period of June 1, 2024 to November 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 Blend 2040 Fund - Investor Class | $22 | 0.41% |
|---|
What are some fund statistics?
| Total Net Assets (000s) | $412,166 |
|---|
| Number of Portfolio Holdings | 25 |
|---|
| |
|---|
| Portfolio Turnover Rate | 8.3% |
|---|
What did the fund invest in?
Asset Allocation (as a % of Net Assets)
| Domestic Equity Funds | 65.8% |
| International Equity Funds | 23.5 |
| Domestic Bond Funds | 6.6 |
| International Bond Funds | 2.8 |
| Short-Term and Other | 1.3 |
Top Ten Holdings (as a % of Net Assets)
| T. Rowe Price Equity Index 500 Fund | 28.6% |
| T. Rowe Price International Equity Index Fund | 11.9 |
| T. Rowe Price Value Fund | 10.0 |
| T. Rowe Price Growth Stock Fund | 8.9 |
| T. Rowe Price Real Assets Fund | 5.9 |
| T. Rowe Price QM U.S. Bond Index Fund | 4.0 |
| T. Rowe Price International Value Equity Fund | 3.8 |
| T. Rowe Price Mid-Cap Index Fund | 3.6 |
| T. Rowe Price International Stock Fund | 3.3 |
| T. Rowe Price Small-Cap Index Fund | 2.8 |
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.
Retirement Blend 2040 Fund
Investor Class (TRBLX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Semi-Annual Shareholder Report
November 30, 2024
Retirement Blend 2040 Fund
This semi-annual shareholder report contains important information about Retirement Blend 2040 Fund (the "fund") for the period of June 1, 2024 to November 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 Blend 2040 Fund - I Class | $13 | 0.24% |
|---|
What are some fund statistics?
| Total Net Assets (000s) | $412,166 |
|---|
| Number of Portfolio Holdings | 25 |
|---|
| |
|---|
| Portfolio Turnover Rate | 8.3% |
|---|
What did the fund invest in?
Asset Allocation (as a % of Net Assets)
| Domestic Equity Funds | 65.8% |
| International Equity Funds | 23.5 |
| Domestic Bond Funds | 6.6 |
| International Bond Funds | 2.8 |
| Short-Term and Other | 1.3 |
Top Ten Holdings (as a % of Net Assets)
| T. Rowe Price Equity Index 500 Fund | 28.6% |
| T. Rowe Price International Equity Index Fund | 11.9 |
| T. Rowe Price Value Fund | 10.0 |
| T. Rowe Price Growth Stock Fund | 8.9 |
| T. Rowe Price Real Assets Fund | 5.9 |
| T. Rowe Price QM U.S. Bond Index Fund | 4.0 |
| T. Rowe Price International Value Equity Fund | 3.8 |
| T. Rowe Price Mid-Cap Index Fund | 3.6 |
| T. Rowe Price International Stock Fund | 3.3 |
| T. Rowe Price Small-Cap Index Fund | 2.8 |
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.
Retirement Blend 2040 Fund
I Class (TBLJX)
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
Financial
Statements
and
Other
Information
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
TRBLX
Retirement
Blend
2040
Fund
–
.
TBLJX
Retirement
Blend
2040
Fund–
.
I Class
T.
ROWE
PRICE
Retirement
Blend
2040
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
Investor
Class
(1)
6
Months
.
Ended
11/30/24
..
Year
..
..
Ended
.
7/26/21
(1)
Through
5/31/22
5/31/24
5/31/23
NET
ASSET
VALUE
Beginning
of
period
$
10.33
$
8.70
$
8.82
$
10.00
Investment
activities
Net
investment
income
(2)(3)
0.02
0.16
0.14
0.01
Net
realized
and
unrealized
gain/loss
0.96
1.67
(0.12)
(4)
(0.98)
Total
from
investment
activities
0.98
1.83
0.02
(0.97)
Distributions
Net
investment
income
—
(0.16)
(0.12)
(0.10)
Net
realized
gain
—
(0.04)
(0.02)
(0.11)
Total
distributions
—
(0.20)
(0.14)
(0.21)
NET
ASSET
VALUE
End
of
period
$
11.31
$
10.33
$
8.70
$
8.82
T.
ROWE
PRICE
Retirement
Blend
2040
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Investor
Class
(1)
6
Months
.
Ended
11/30/24
..
Year
..
..
Ended
.
7/26/21
(1)
Through
5/31/22
5/31/24
5/31/23
Ratios/Supplemental
Data
Total
return
(3)(5)(6)
9.49%
21.13%
0.34%
(9.92)%
Ratios
to
average
net
assets:
(3)
Gross
expenses
before
payments
by
Price
Associates
(6)
0.41%
(7)
0.41%
0.41%
0.41%
(7)
Net
expenses
after
payments
by
Price
Associates
(6)
0.41%
(7)
0.41%
0.41%
0.41%
(7)
Net
investment
income
(6)
0.46%
(7)
1.69%
1.67%
0.08%
(7)
Portfolio
turnover
rate
(6)
8.3%
14.3%
24.7%
32.0%
Net
assets,
end
of
period
(in
thousands)
$103,980
$79,346
$45,261
$34,493
0%
0%
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)
The
amount
presented
is
inconsistent
with
the
fund's
aggregate
gains
and
losses
because
of
the
timing
of
sales
and
redemptions
of
fund
shares
in
relation
to
fluctuating
market
values
for
the
investment
portfolio.
(5)
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.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(6)
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.
(7)
Annualized
T.
ROWE
PRICE
Retirement
Blend
2040
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
I
Class
(1)
6
Months
.
Ended
11/30/24
..
Year
..
..
Ended
.
7/26/21
(1)
Through
5/31/22
5/31/24
5/31/23
NET
ASSET
VALUE
Beginning
of
period
$
10.32
$
8.69
$
8.82
$
10.00
Investment
activities
Net
investment
income
(2)(3)
0.03
0.17
0.15
0.04
Net
realized
and
unrealized
gain/loss
0.96
1.67
(0.
12)
(4)
(1.00)
Total
from
investment
activities
0.99
1.84
0.03
(0.96)
Distributions
Net
investment
income
—
(0.17)
(0.14)
(0.11)
Net
realized
gain
—
(0.04)
(0.02)
(0.11)
Total
distributions
—
(0.21)
(0.16)
(0.22)
NET
ASSET
VALUE
End
of
period
$
11.31
$
10.32
$
8.69
$
8.82
Ratios/Supplemental
Data
Total
return
(3)(5)(6)
9.59%
21.37%
0.45%
(9.85)%
Ratios
to
average
net
assets:
(3)
Gross
expenses
before
payments
by
Price
Associates
(6)
0.24%
(7)
0.24%
0.24%
0.24%
(7)
Net
expenses
after
payments
by
Price
Associates
(6)
0.24%
(7)
0.24%
0.24%
0.24%
(7)
Net
investment
income
(6)
0.61%
(7)
1.76%
1.72%
0.55%
(7)
Portfolio
turnover
rate
(6)
8.3%
14.3%
24.7%
32.0%
Net
assets,
end
of
period
(in
thousands)
$308,186
$176,126
$47,965
$9,373
0%
0%
0%
0%
T.
ROWE
PRICE
Retirement
Blend
2040
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
(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)
The
amount
presented
is
inconsistent
with
the
fund's
aggregate
gains
and
losses
because
of
the
timing
of
sales
and
redemptions
of
fund
shares
in
relation
to
fluctuating
market
values
for
the
investment
portfolio.
(5)
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.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(6)
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.
(7)
Annualized
T.
ROWE
PRICE
Retirement
Blend
2040
Fund
November
30,
2024
(Unaudited)
Portfolio
of
Investments
(1)
(1)
$
Value
5/31/24
$
Purchase
Cost
$
Sales
Cost
Shares
$
Value
11/30/24
(Cost
and
value
in
$000s)
BOND
MUTUAL
FUNDS
9.4%
T.
Rowe
Price
Funds:
QM
U.S.
Bond
Index
Fund
9,131
7,799
641
1,712,223
16,557
U.S.
Treasury
Long-Term
Index
Fund
4,264
3,564
313
1,023,245
7,705
International
Bond
Fund
(USD
Hedged)
3,221
2,869
227
696,980
5,980
Dynamic
Global
Bond
Fund
2,070
1,592
152
452,730
3,504
Emerging
Markets
Bond
Fund
1,247
1,092
86
246,080
2,294
High
Yield
Fund
1,337
948
93
373,861
2,232
Floating
Rate
Fund
418
282
28
72,393
675
U.S.
Limited
Duration
TIPS
Index
Fund
590
211
778
1,963
18
Total
Bond
Mutual
Funds
(Cost
$38,786)
38,965
EQUITY
MUTUAL
FUNDS
89.3%
T.
Rowe
Price
Funds:
Equity
Index
500
Fund
72,073
40,667
7,363
741,312
117,846
International
Equity
Index
Fund
32,808
18,728
1,940
2,946,308
49,086
Value
Fund
25,232
13,777
1,461
788,990
41,162
Growth
Stock
Fund
22,863
12,214
2,450
320,615
36,675
Real
Assets
Fund
14,929
9,005
899
1,548,337
24,139
International
Value
Equity
Fund
10,574
5,541
608
871,244
15,499
Mid-Cap
Index
Fund
8,391
4,600
668
653,291
14,875
International
Stock
Fund
8,933
4,833
524
657,816
13,485
Small-Cap
Index
Fund
7,148
3,603
769
658,898
11,590
Emerging
Markets
Discovery
Stock
Fund
6,542
3,851
383
708,550
10,182
Emerging
Markets
Stock
Fund
5,137
3,572
356
243,339
8,405
Mid-Cap
Growth
Fund
4,515
2,618
262
64,643
7,574
Mid-Cap
Value
Fund
3,894
2,082
220
165,178
6,455
Small-Cap
Value
Fund
3,671
2,084
218
101,807
6,422
New
Horizons
Fund (2)
2,539
1,558
162
69,429
4,550
Total
Equity
Mutual
Funds
(Cost
$313,624)
367,945
OTHER
MUTUAL
FUNDS
0.0%
T.
Rowe
Price
Funds:
Transition
Fund
–
1,260
1,225
350
35
Total
Other
Mutual
Funds
(Cost
$35)
35
T.
ROWE
PRICE
Retirement
Blend
2040
Fund
$
Value
5/31/24
$
Purchase
Cost
$
Sales
Cost
Shares
$
Value
11/30/24
(Cost
and
value
in
$000s)
SHORT-TERM
INVESTMENTS
1.3%
Money
Market
Funds
1.3%
T.
Rowe
Price
U.S.
Treasury
Money
Fund,
4.68% (3)
4,010
5,760
4,458
5,311,550
5,312
Total
Short-Term
Investments
(Cost
$5,312)
5,312
Total
Investments
in
Securities
100.0%
of
Net
Assets
(Cost
$357,757)
$
412,257
(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)
Non-income
producing
(3)
Seven-day
yield
T.
ROWE
PRICE
Retirement
Blend
2040
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
six
months
ended
November
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
Global
Bond
Fund
$
(2)
$
(6)
$
72
Emerging
Markets
Bond
Fund
—
41
54
Emerging
Markets
Discovery
Stock
Fund
5
172
—
Emerging
Markets
Stock
Fund
(6)
52
—
Equity
Index
500
Fund
(15)
12,469
560
Floating
Rate
Fund
—
3
23
Growth
Stock
Fund
66
4,048
—
High
Yield
Fund
(1)
40
61
International
Bond
Fund
(USD
Hedged)
(3)
117
79
International
Equity
Index
Fund
2
(510)
—
International
Stock
Fund
1
243
—
International
Value
Equity
Fund
(6)
(8)
—
Mid-Cap
Growth
Fund
10
703
—
Mid-Cap
Index
Fund
5
2,552
—
Mid-Cap
Value
Fund
5
699
—
New
Horizons
Fund
6
615
—
QM
U.S.
Bond
Index
Fund
(18)
268
266
Real
Assets
Fund
20
1,104
—
Small-Cap
Index
Fund
20
1,608
—
Small-Cap
Value
Fund
4
885
—
Transition
Fund
(4)
—
—
U.S.
Limited
Duration
TIPS
Index
Fund
26
(5)
3
U.S.
Treasury
Long-Term
Index
Fund
(22)
190
113
Value
Fund
28
3,614
—
U.S.
Treasury
Money
Fund,
4.68%
—
—
128
Totals
$
121#
$
28,894
$
1,359+
T.
ROWE
PRICE
Retirement
Blend
2040
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
$1,359
of
income
distributions
from
underlying
Price
Funds.
T.
ROWE
PRICE
Retirement
Blend
2040
Fund
November
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
$357,757)
$
412,257
Receivable
for
shares
sold
1,636
Total
assets
413,893
Liabilities
Payable
for
investment
securities
purchased
1,212
Payable
for
shares
redeemed
422
Investment
management
and
administrative
fees
payable
87
Other
liabilities
6
Total
liabilities
1,727
NET
ASSETS
$
412,166
Net
Assets
Consist
of:
Total
distributable
earnings
(loss)
$
53,768
Paid-in
capital
applicable
to
36,432,066
shares
of
$0.0001
par
value
capital
stock
outstanding;
30,000,000,000
shares
of
the
Corporation
authorized
358,398
NET
ASSETS
$
412,166
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$103,980;
Shares
outstanding:
9,190,728)
$
11.31
I
Class
(Net
assets:
$308,186;
Shares
outstanding:
27,241,338)
$
11.31
T.
ROWE
PRICE
Retirement
Blend
2040
Fund
(Unaudited)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
11/30/24
Investment
Income
(Loss)
Income
distributions
from
underlying
Price
Funds
$
1,359
Investment
management
and
administrative
expense
456
Net
investment
income
903
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
gain
on
Sales
of
underlying
Price
Funds
121
Change
in
net
unrealized
gain
/
loss
on
underlying
Price
Funds
28,894
Net
realized
and
unrealized
gain
/
loss
29,015
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
29,918
T.
ROWE
PRICE
Retirement
Blend
2040
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
11/30/24
Year
Ended
5/31/24
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
903
$
2,714
Net
realized
gain
121
838
Change
in
net
unrealized
gain
/
loss
28,894
26,333
Increase
in
net
assets
from
operations
29,918
29,885
Distributions
to
shareholders
Net
earnings
Investor
Class
–
(1,203)
I
Class
–
(1,938)
Decrease
in
net
assets
from
distributions
–
(3,141)
Capital
share
transactions
*
Shares
sold
Investor
Class
27,705
31,676
I
Class
141,332
132,984
Distributions
reinvested
Investor
Class
–
1,203
I
Class
–
1,760
Shares
redeemed
Investor
Class
(11,256)
(9,112)
I
Class
(31,005)
(23,009)
Increase
in
net
assets
from
capital
share
transactions
126,776
135,502
Net
Assets
Increase
during
period
156,694
162,246
Beginning
of
period
255,472
93,226
End
of
period
$
412,166
$
255,472
*Share
information
(000s)
Shares
sold
Investor
Class
2,546
3,326
I
Class
13,043
13,765
Distributions
reinvested
Investor
Class
–
126
I
Class
–
185
Shares
redeemed
Investor
Class
(1,039)
(971)
I
Class
(2,868)
(2,402)
Increase
in
shares
outstanding
11,682
14,029
T.
ROWE
PRICE
Retirement
Blend
2040
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
Blend
2040
Fund
(the
fund)
is
a
diversified,
open-end
management
investment
company
and
is
one
of
the
portfolios
established
by
the
corporation. 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
the
highest
total
return
over
time
consistent
with
an
emphasis
on
both
capital
growth
and
income.
The
fund
has
two classes
of
shares: the
Retirement
Blend
2040
Fund
(Investor
Class)
and
the
Retirement
Blend
2040
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
both
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,
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.
Income
tax-related
interest
and
penalties,
if
incurred,
are
recorded
as
income
tax
expense.
Dividends
received
from
underlying
Price
Fund
investments
are
reflected
as income;
capital
gain
distributions
are
T.
ROWE
PRICE
Retirement
Blend
2040
Fund
reflected
as
realized
gain/loss.
Income
and
capital
gain
distributions
from
the
underlying
Price
Funds
are
recorded
on
the
ex-dividend
date.
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.
Class
Accounting
Investment
management
and
administrative
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.
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
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
November
2023,
the
FASB
issued
Accounting
Standards
Update
(ASU),
ASU
2023-07,
Segment
Reporting
(Topic
280)
–
Improvements
to
Reportable
Segment
Disclosures,
which
improves
reportable
segment
disclosure
requirements,
primarily
through
enhanced
disclosures
about
segment
expenses.
In
addition,
the
ASU
clarifies
that
a
public
entity
with
a
single
reportable
segment
provide
all
disclosures
required
by
the
ASU
and
all
existing
segment
disclosures
in
Topic
280.
The
amendments
under
this
ASU
are
effective
for
fiscal
years
beginning
after
December
15,
2023.
Management
expects
that
adoption
of
the
guidance
will
not
have
a
material
impact
on
the
fund’s
financial
statements.
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.
T.
ROWE
PRICE
Retirement
Blend
2040
Fund
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
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)
T.
ROWE
PRICE
Retirement
Blend
2040
Fund
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.
On
November
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
six
months
ended
November
30,
2024,
aggregated
$154,110,000
and
$26,405,000,
respectively.
NOTE
4
-
FEDERAL
INCOME
TAXES
Generally,
no
provision
for
federal
income
taxes
is
required
since the fund
intends
to continue
to
qualify
as
a
regulated
investment
company
under
Subchapter
M
of
the
Internal
Revenue
Code
and
distribute
to
shareholders
all
of
its taxable
income
and
gains.
Distributions
determined
in
accordance
with
federal
income
tax
regulations
may
differ
in
amount
or
character
from
net
investment
income
and
realized
gains
for
financial
reporting
purposes.
Financial
reporting
records
are
adjusted
for
permanent
book/tax
differences
to
reflect
tax
character
but
are
not
adjusted
for
temporary
differences.
The
amount
and
character
of
tax-basis
distributions
and
composition
of
net
assets
are
finalized
at
fiscal
year-end;
accordingly,
tax-basis
balances
have
not
been
determined
as
of
the
date
of
this
report.
T.
ROWE
PRICE
Retirement
Blend
2040
Fund
At
November
30,
2024,
the
cost
of
investments
(including
derivatives,
if
any)
for
federal
income
tax
purposes
was
$360,793,000. Net
unrealized
gain
aggregated $51,464,000
at
period-end,
of
which $54,884,000
related
to
appreciated
investments
and $3,420,000
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.
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
annual
all-inclusive fee
that
is
based
on
a
predetermined
fee
schedule
that ranges
from
0.44%
to
0.34%
for
the
Investor
Class
and
0.26%
to
0.19%
for
the
I
Class,
generally
declining
as
the
fund
reduces
its
overall
stock
exposure
along
its
investment
glide
path.
The
annual
all-inclusive 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
annual
all-inclusive
fees
between
certain
classes
relate
to
differences
in
expected
shareholder
servicing
expenses. At
November
30,
2024,
the
effective
annual
all-inclusive fee
rate
was
0.41%
for
the
Investor
Class
and
0.24%
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
annual
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
Retirement
Blend
2040
Fund
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.
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
November
30,
2024,
the
fund
held
less
than
25%
of
the
outstanding
shares
of
any
underlying
Price
Fund.
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.
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.
F1352-051
1/25
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.
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 Funds, Inc. |
| | |
| By | | /s/ David Oestreicher | | |
| | David Oestreicher | | |
| | Principal Executive Officer | | |
| | |
| Date | | January 17, 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 | | January 17, 2025 | | |
| | | | |
| By | | /s/ Alan S. Dupski | | |
| | Alan S. Dupski | | |
| | Principal Financial Officer | | |
| | |
| Date | | January 17, 2025 | | |
