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
This semi-annual shareholder report contains important information about Target 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 |
|---|
| Target 2040 Fund - Investor Class | $30 | 0.58% |
|---|
What are some fund statistics?
| Total Net Assets (000s) | $473,857 |
|---|
| Number of Portfolio Holdings | 25 |
|---|
| |
|---|
| Portfolio Turnover Rate | 12.3% |
|---|
What did the fund invest in?
Asset Allocation (as a % of Net Assets)
| Domestic Equity Funds | 56.3% |
| International Equity Funds | 20.3 |
| Domestic Bond Funds | 16.1 |
| International Bond Funds | 5.5 |
| Short-Term and Other | 1.8 |
Top Ten Holdings (as a % of Net Assets)
| T. Rowe Price Value Fund | 12.7% |
| T. Rowe Price Growth Stock Fund | 11.7 |
| T. Rowe Price U.S. Large-Cap Core Fund | 8.4 |
| T. Rowe Price Equity Index 500 Fund | 7.8 |
| T. Rowe Price New Income Fund | 7.4 |
| T. Rowe Price Overseas Stock Fund | 5.8 |
| T. Rowe Price International Value Equity Fund | 5.5 |
| T. Rowe Price International Stock Fund | 5.1 |
| T. Rowe Price Real Assets Fund | 5.1 |
| T. Rowe Price Limited Duration Inflation Focused Bond Fund | 4.2 |
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.
Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.
Target 2040 Fund
Investor Class (TRHRX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Semi-Annual Shareholder Report
November 30, 2024
This semi-annual shareholder report contains important information about Target 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 |
|---|
| Target 2040 Fund - Advisor Class | $43 | 0.83% |
|---|
What are some fund statistics?
| Total Net Assets (000s) | $473,857 |
|---|
| Number of Portfolio Holdings | 25 |
|---|
| |
|---|
| Portfolio Turnover Rate | 12.3% |
|---|
What did the fund invest in?
Asset Allocation (as a % of Net Assets)
| Domestic Equity Funds | 56.3% |
| International Equity Funds | 20.3 |
| Domestic Bond Funds | 16.1 |
| International Bond Funds | 5.5 |
| Short-Term and Other | 1.8 |
Top Ten Holdings (as a % of Net Assets)
| T. Rowe Price Value Fund | 12.7% |
| T. Rowe Price Growth Stock Fund | 11.7 |
| T. Rowe Price U.S. Large-Cap Core Fund | 8.4 |
| T. Rowe Price Equity Index 500 Fund | 7.8 |
| T. Rowe Price New Income Fund | 7.4 |
| T. Rowe Price Overseas Stock Fund | 5.8 |
| T. Rowe Price International Value Equity Fund | 5.5 |
| T. Rowe Price International Stock Fund | 5.1 |
| T. Rowe Price Real Assets Fund | 5.1 |
| T. Rowe Price Limited Duration Inflation Focused Bond Fund | 4.2 |
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.
Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.
Target 2040 Fund
Advisor Class (PAHHX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Semi-Annual Shareholder Report
November 30, 2024
This semi-annual shareholder report contains important information about Target 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 |
|---|
| Target 2040 Fund - I Class | $21 | 0.41% |
|---|
What are some fund statistics?
| Total Net Assets (000s) | $473,857 |
|---|
| Number of Portfolio Holdings | 25 |
|---|
| |
|---|
| Portfolio Turnover Rate | 12.3% |
|---|
What did the fund invest in?
Asset Allocation (as a % of Net Assets)
| Domestic Equity Funds | 56.3% |
| International Equity Funds | 20.3 |
| Domestic Bond Funds | 16.1 |
| International Bond Funds | 5.5 |
| Short-Term and Other | 1.8 |
Top Ten Holdings (as a % of Net Assets)
| T. Rowe Price Value Fund | 12.7% |
| T. Rowe Price Growth Stock Fund | 11.7 |
| T. Rowe Price U.S. Large-Cap Core Fund | 8.4 |
| T. Rowe Price Equity Index 500 Fund | 7.8 |
| T. Rowe Price New Income Fund | 7.4 |
| T. Rowe Price Overseas Stock Fund | 5.8 |
| T. Rowe Price International Value Equity Fund | 5.5 |
| T. Rowe Price International Stock Fund | 5.1 |
| T. Rowe Price Real Assets Fund | 5.1 |
| T. Rowe Price Limited Duration Inflation Focused Bond Fund | 4.2 |
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.
Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.
Target 2040 Fund
I Class (TRXRX)
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
TRHRX
Target
2040
Fund
–
.
PAHHX
Target
2040
Fund–
.
Advisor Class
TRXRX
Target
2040
Fund–
.
I Class
T.
ROWE
PRICE
Target
2040
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
Investor
Class
6
Months
.
Ended
11/30/24
..
Year
..
..
Ended
.
5/31/24
5/31/23
5/31/22
5/31/21
5/31/20
NET
ASSET
VALUE
Beginning
of
period
$
15
.89
$
13
.76
$
14
.66
$
16
.73
$
12
.79
$
12
.60
Investment
activities
Net
investment
income
(1)(2)
0
.07
0
.25
0
.23
0
.17
0
.12
0
.23
Net
realized
and
unrealized
gain/
loss
1
.22
2
.31
(
0
.32
)
(
1
.64
)
4
.28
0
.56
Total
from
investment
activities
1
.29
2
.56
(
0
.09
)
(
1
.47
)
4
.40
0
.79
Distributions
Net
investment
income
—
(
0
.26
)
(
0
.20
)
(
0
.16
)
(
0
.16
)
(
0
.23
)
Net
realized
gain
—
(
0
.17
)
(
0
.61
)
(
0
.44
)
(
0
.30
)
(
0
.37
)
Total
distributions
—
(
0
.43
)
(
0
.81
)
(
0
.60
)
(
0
.46
)
(
0
.60
)
NET
ASSET
VALUE
End
of
period
$
17
.18
$
15
.89
$
13
.76
$
14
.66
$
16
.73
$
12
.79
T.
ROWE
PRICE
Target
2040
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
Investor
Class
6
Months
.
Ended
11/30/24
..
Year
..
..
Ended
.
5/31/24
5/31/23
5/31/22
5/31/21
5/31/20
Ratios/Supplemental
Data
Total
return
(2)(3)(4)
8
.12
%
18
.78
%
(
0
.27
)
%
(
9
.24
)
%
34
.74
%
6
.02
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
payments
by
Price
Associates
(4)
0
.58
%
(5)
0
.58
%
0
.59
%
0
.60
%
0
.69
%
0
.31
%
Net
expenses
after
payments
by
Price
Associates
(4)
0
.58
%
(5)
0
.58
%
0
.59
%
0
.60
%
0
.69
%
0
.21
%
Weighted
average
net
expenses
of
underlying
Price
Funds
(6)
0
.00
%
(5)
0
.00
%
0
.00
%
0
.00
%
0
.00
%
0
.48
%
Effective
net
expenses
0
.58
%
(5)
0
.58
%
0
.59
%
0
.60
%
0
.69
%
0
.69
%
Net
investment
income
(4)
0
.80
%
(5)
1
.73
%
1
.68
%
1
.05
%
0
.80
%
1
.74
%
Portfolio
turnover
rate
(4)
12
.3
%
37
.3
%
32
.2
%
31
.8
%
22
.2
%
37
.6
%
Net
assets,
end
of
period
(in
thousands)
$145,400
$142,477
$150,317
$166,684
$214,116
$153,618
0
%
0
%
0
%
0
%
0
%
0
%
T.
ROWE
PRICE
Target
2040
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
Effective
April
15,
2020,
the
fund
began
charging
an
all-inclusive
management
fee
based
on
the
class'
average
daily
net
assets.
On
that
same
date,
the
fund
converted
its
investments
from
each
underlying
Price
Fund’s
I
Class
to
its
Z
Class,
which
has
a
net
expense
ratio
of
less
than
0.01%.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(4)
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.
(5)
Annualized
(6)
Reflects
the
indirect
expense
impact
to
the
fund
from
its
investment
in
the
underlying
Price
Funds,
based
on
the
actual
expense
ratio
of
each
underlying
Price
Fund
weighted
for
the
fund's
relative
average
investment
therein.
T.
ROWE
PRICE
Target
2040
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
Advisor
Class
6
Months
.
Ended
11/30/24
..
Year
..
..
Ended
.
5/31/24
5/31/23
5/31/22
5/31/21
5/31/20
NET
ASSET
VALUE
Beginning
of
period
$
15
.80
$
13
.69
$
14
.56
$
16
.63
$
12
.73
$
12
.54
Investment
activities
Net
investment
income
(1)(2)
0
.05
0
.21
0
.20
0
.15
0
.09
0
.20
Net
realized
and
unrealized
gain/
loss
1
.20
2
.30
(
0
.31
)
(
1
.66
)
4
.25
0
.56
Total
from
investment
activities
1
.25
2
.51
(
0
.11
)
(
1
.51
)
4
.34
0
.76
Distributions
Net
investment
income
—
(
0
.23
)
(
0
.15
)
(
0
.12
)
(
0
.14
)
(
0
.20
)
Net
realized
gain
—
(
0
.17
)
(
0
.61
)
(
0
.44
)
(
0
.30
)
(
0
.37
)
Total
distributions
—
(
0
.40
)
(
0
.76
)
(
0
.56
)
(
0
.44
)
(
0
.57
)
NET
ASSET
VALUE
End
of
period
$
17
.05
$
15
.80
$
13
.69
$
14
.56
$
16
.63
$
12
.73
T.
ROWE
PRICE
Target
2040
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
Advisor
Class
6
Months
.
Ended
11/30/24
..
Year
..
..
Ended
.
5/31/24
5/31/23
5/31/22
5/31/21
5/31/20
Ratios/Supplemental
Data
Total
return
(2)(3)(4)
7
.91
%
18
.50
%
(
0
.47
)
%
(
9
.48
)
%
34
.42
%
5
.82
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
payments
by
Price
Associates
(4)
0
.83
%
(5)
0
.83
%
0
.84
%
0
.85
%
0
.93
%
0
.56
%
Net
expenses
after
payments
by
Price
Associates
(4)
0
.83
%
(5)
0
.83
%
0
.84
%
0
.85
%
0
.93
%
0
.45
%
Weighted
average
net
expenses
of
underlying
Price
Funds
(6)
0
.00
%
(5)
0
.00
%
0
.00
%
0
.00
%
0
.00
%
0
.48
%
Effective
net
expenses
0
.83
%
(5)
0
.83
%
0
.84
%
0
.85
%
0
.93
%
0
.93
%
Net
investment
income
(4)
0
.55
%
(5)
1
.44
%
1
.44
%
0
.90
%
0
.61
%
1
.50
%
Portfolio
turnover
rate
(4)
12
.3
%
37
.3
%
32
.2
%
31
.8
%
22
.2
%
37
.6
%
Net
assets,
end
of
period
(in
thousands)
$6,795
$6,379
$5,681
$4,813
$10,502
$8,217
0
%
0
%
0
%
0
%
0
%
0
%
T.
ROWE
PRICE
Target
2040
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
Effective
April
15,
2020,
the
fund
began
charging
an
all-inclusive
management
fee
based
on
the
class'
average
daily
net
assets.
On
that
same
date,
the
fund
converted
its
investments
from
each
underlying
Price
Fund’s
I
Class
to
its
Z
Class,
which
has
a
net
expense
ratio
of
less
than
0.01%.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(4)
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.
(5)
Annualized
(6)
Reflects
the
indirect
expense
impact
to
the
fund
from
its
investment
in
the
underlying
Price
Funds,
based
on
the
actual
expense
ratio
of
each
underlying
Price
Fund
weighted
for
the
fund's
relative
average
investment
therein.
T.
ROWE
PRICE
Target
2040
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
I
Class
6
Months
.
Ended
11/30/24
..
Year
..
..
Ended
.
5/31/24
5/31/23
5/31/22
5/31/21
5/31/20
NET
ASSET
VALUE
Beginning
of
period
$
15
.89
$
13
.76
$
14
.67
$
16
.76
$
12
.80
$
12
.60
Investment
activities
Net
investment
income
(1)(2)
0
.08
0
.28
0
.26
0
.20
0
.14
0
.25
Net
realized
and
unrealized
gain/
loss
1
.21
2
.31
(
0
.32
)
(
1
.65
)
4
.29
0
.57
Total
from
investment
activities
1
.29
2
.59
(
0
.06
)
(
1
.45
)
4
.43
0
.82
Distributions
Net
investment
income
—
(
0
.29
)
(
0
.24
)
(
0
.20
)
(
0
.17
)
(
0
.25
)
Net
realized
gain
—
(
0
.17
)
(
0
.61
)
(
0
.44
)
(
0
.30
)
(
0
.37
)
Total
distributions
—
(
0
.46
)
(
0
.85
)
(
0
.64
)
(
0
.47
)
(
0
.62
)
NET
ASSET
VALUE
End
of
period
$
17
.18
$
15
.89
$
13
.76
$
14
.67
$
16
.76
$
12
.80
T.
ROWE
PRICE
Target
2040
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
I
Class
6
Months
.
Ended
11/30/24
..
Year
..
..
Ended
.
5/31/24
5/31/23
5/31/22
5/31/21
5/31/20
Ratios/Supplemental
Data
Total
return
(2)(3)(4)
8
.12
%
19
.06
%
(
0
.07
)
%
(
9
.11
)
%
34
.96
%
6
.26
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
payments
by
Price
Associates
(4)
0
.41
%
(5)
0
.41
%
0
.42
%
0
.42
%
0
.50
%
0
.17
%
Net
expenses
after
payments
by
Price
Associates
(4)
0
.41
%
(5)
0
.41
%
0
.42
%
0
.42
%
0
.50
%
0
.09
%
Weighted
average
net
expenses
of
underlying
Price
Funds
(6)
0
.00
%
(5)
0
.00
%
0
.00
%
0
.00
%
0
.00
%
0
.48
%
Effective
net
expenses
0
.41
%
(5)
0
.41
%
0
.42
%
0
.42
%
0
.50
%
0
.57
%
Net
investment
income
(4)
0
.98
%
(5)
1
.91
%
1
.89
%
1
.20
%
0
.92
%
1
.90
%
Portfolio
turnover
rate
(4)
12
.3
%
37
.3
%
32
.2
%
31
.8
%
22
.2
%
37
.6
%
Net
assets,
end
of
period
(in
thousands)
$321,662
$292,436
$223,964
$193,138
$137,657
$62,397
0
%
0
%
0
%
0
%
0
%
0
%
T.
ROWE
PRICE
Target
2040
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
Effective
April
15,
2020,
the
fund
began
charging
an
all-inclusive
management
fee
based
on
the
class'
average
daily
net
assets.
On
that
same
date,
the
fund
converted
its
investments
from
each
underlying
Price
Fund’s
I
Class
to
its
Z
Class,
which
has
a
net
expense
ratio
of
less
than
0.01%.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(4)
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.
(5)
Annualized
(6)
Reflects
the
indirect
expense
impact
to
the
fund
from
its
investment
in
the
underlying
Price
Funds,
based
on
the
actual
expense
ratio
of
each
underlying
Price
Fund
weighted
for
the
fund's
relative
average
investment
therein.
T.
ROWE
PRICE
Target
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
21
.6
%
T.
Rowe
Price
Funds:
New
Income
Fund
31,227
5,663
2,798
4,370,536
35,052
Limited
Duration
Inflation
Focused
Bond
Fund
16,365
5,212
1,569
4,322,166
19,968
U.S.
Treasury
Long-Term
Index
Fund
11,924
1,759
1,321
1,749,147
13,171
International
Bond
Fund
(USD
Hedged)
10,750
2,304
1,002
1,450,355
12,444
Dynamic
Global
Bond
Fund
7,027
1,339
668
997,242
7,719
Emerging
Markets
Bond
Fund
5,649
904
529
669,448
6,239
High
Yield
Fund
5,438
755
484
984,687
5,878
Floating
Rate
Fund
2,038
218
285
212,516
1,983
Total
Bond
Mutual
Funds
(Cost
$
109,388
)
102,454
EQUITY
MUTUAL
FUNDS
76
.6
%
T.
Rowe
Price
Funds:
Value
Fund
55,797
3,668
4,950
1,153,649
60,186
Growth
Stock
Fund
52,107
3,387
5,997
486,347
55,633
U.S.
Large-Cap
Core
Fund
36,840
2,431
3,127
866,728
39,800
Equity
Index
500
Fund
32,818
4,508
4,498
233,045
37,047
Overseas
Stock
Fund
27,770
1,949
2,233
2,050,044
27,225
International
Value
Equity
Fund
26,717
1,819
2,394
1,464,206
26,048
International
Stock
Fund
23,795
1,742
2,068
1,177,239
24,133
Real
Assets
Fund
22,243
2,082
1,715
1,534,703
23,926
Mid-Cap
Growth
Fund
13,165
869
1,138
122,783
14,385
Mid-Cap
Value
Fund
12,437
790
1,430
341,239
13,336
Emerging
Markets
Discovery
Stock
Fund
9,847
653
713
703,277
10,106
Small-Cap
Value
Fund
7,323
484
669
133,965
8,451
Emerging
Markets
Stock
Fund
7,649
1,214
647
242,848
8,388
Small-Cap
Stock
Fund
7,292
433
866
115,090
8,112
New
Horizons
Fund (2)
5,305
390
434
94,773
6,211
Total
Equity
Mutual
Funds
(Cost
$
253,211
)
362,987
OTHER
MUTUAL
FUNDS
0
.0
%
T.
Rowe
Price
Funds:
Transition
Fund
36
2,850
2,836
500
50
Total
Other
Mutual
Funds
(Cost
$
50
)
50
T.
ROWE
PRICE
Target
2040
Fund
$
Value
5/31/24
$
Purchase
Cost
$
Sales
Cost
Shares
$
Value
11/30/24
(Cost
and
value
in
$000s)
SHORT-TERM
INVESTMENTS
1
.8
%
Money
Market
Funds
1.8%
T.
Rowe
Price
U.S.
Treasury
Money
Fund,
4.68% (3)
9,938
8,505
9,869
8,573,669
8,574
Total
Short-Term
Investments
(Cost
$
8,574
)
8,574
Total
Investments
in
Securities
100.0%
of
Net
Assets
(Cost
$371,223)
$
474,065
(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
Target
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
$
(
57
)
$
21
$
196
Emerging
Markets
Bond
Fund
(
69
)
215
196
Emerging
Markets
Discovery
Stock
Fund
20
319
—
Emerging
Markets
Stock
Fund
13
172
—
Equity
Index
500
Fund
466
4,219
226
Floating
Rate
Fund
(
5
)
12
86
Growth
Stock
Fund
1,641
6,136
—
High
Yield
Fund
(
30
)
169
203
International
Bond
Fund
(USD
Hedged)
(
85
)
392
214
International
Stock
Fund
45
664
—
International
Value
Equity
Fund
164
(
94
)
—
Limited
Duration
Inflation
Focused
Bond
Fund
(
127
)
(
40
)
730
Mid-Cap
Growth
Fund
50
1,489
—
Mid-Cap
Value
Fund
117
1,539
—
New
Horizons
Fund
8
950
—
New
Income
Fund
(
257
)
960
808
Overseas
Stock
Fund
157
(
261
)
—
Real
Assets
Fund
22
1,316
—
Small-Cap
Stock
Fund
75
1,253
—
Small-Cap
Value
Fund
26
1,313
—
Transition
Fund
(
10
)
—
—
U.S.
Large-Cap
Core
Fund
330
3,656
—
U.S.
Treasury
Long-Term
Index
Fund
(
347
)
809
248
Value
Fund
362
5,671
—
U.S.
Treasury
Money
Fund,
4.68%
—
—
229
Totals
$
2,509
#
$
30,880
$
3,136
+
T.
ROWE
PRICE
Target
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
$3,136
of
income
distributions
from
underlying
Price
Funds.
T.
ROWE
PRICE
Target
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
$371,223)
$
474,065
Receivable
for
shares
sold
286
Total
assets
474,351
Liabilities
Payable
for
investment
securities
purchased
200
Investment
management
and
administrative
fees
payable
195
Payable
for
shares
redeemed
85
Other
liabilities
14
Total
liabilities
494
NET
ASSETS
$
473,857
Net
Assets
Consist
of:
Total
distributable
earnings
(loss)
$
96,409
Paid-in
capital
applicable
to
27,583,813
shares
of
$0.0001
par
value
capital
stock
outstanding;
30,000,000,000
shares
of
the
Corporation
authorized
377,448
NET
ASSETS
$
473,857
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$145,400;
Shares
outstanding:
8,464,707)
$
17.18
Advisor
Class
(Net
assets:
$6,795;
Shares
outstanding:
398,523)
$
17.05
I
Class
(Net
assets:
$321,662;
Shares
outstanding:
18,720,583)
$
17.18
T.
ROWE
PRICE
Target
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
$
3,136
Expenses
Investment
management
and
administrative
expense
1,055
Rule
12b-1
fees
Advisor
Class
8
Total
expenses
1,063
Net
investment
income
2,073
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
gain
on
Sales
of
underlying
Price
Funds
2,509
Change
in
net
unrealized
gain
/
loss
on
underlying
Price
Funds
30,880
Net
realized
and
unrealized
gain
/
loss
33,389
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
35,462
T.
ROWE
PRICE
Target
2040
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
6
Months
Ended
11/30/24
Year
Ended
5/31/24
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
2,073
$
7,544
Net
realized
gain
2,509
6,561
Change
in
net
unrealized
gain
/
loss
30,880
57,109
Increase
in
net
assets
from
operations
35,462
71,214
Distributions
to
shareholders
Net
earnings
Investor
Class
–
(
4,090
)
Advisor
Class
–
(
151
)
I
Class
–
(
8,059
)
Decrease
in
net
assets
from
distributions
–
(
12,300
)
Capital
share
transactions
*
Shares
sold
Investor
Class
12,932
22,590
Advisor
Class
283
533
I
Class
38,251
66,670
Distributions
reinvested
Investor
Class
–
4,087
Advisor
Class
–
151
I
Class
–
8,021
Shares
redeemed
Investor
Class
(
21,031
)
(
55,591
)
Advisor
Class
(
371
)
(
822
)
I
Class
(
32,961
)
(
43,223
)
Increase
(decrease)
in
net
assets
from
capital
share
transactions
(
2,897
)
2,416
T.
ROWE
PRICE
Target
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
Net
Assets
Increase
during
period
32,565
61,330
Beginning
of
period
441,292
379,962
End
of
period
$
473,857
$
441,292
*Share
information
(000s)
Shares
sold
Investor
Class
784
1,516
Advisor
Class
17
37
I
Class
2,314
4,534
Distributions
reinvested
Investor
Class
–
276
Advisor
Class
–
10
I
Class
–
543
Shares
redeemed
Investor
Class
(
1,283
)
(
3,751
)
Advisor
Class
(
22
)
(
58
)
I
Class
(
2,002
)
(
2,941
)
Increase
(decrease)
in
shares
outstanding
(
192
)
166
T.
ROWE
PRICE
Target
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 Target
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
three classes
of
shares: the
Target
2040
Fund
(Investor
Class),
the
Target
2040
Fund–Advisor
Class
(Advisor
Class)
and
the
Target
2040
Fund–I
Class
(I
Class).
Advisor
Class
shares
are
sold
only
through
various
brokers
and
other
financial
intermediaries
that
are
compensated
by
the
class
for
distribution,
shareholder
servicing,
and/or
certain
administrative
services
under
a
Board-approved
Rule
12b-1
plan;
the
Investor
and
I
Classes
do
not
pay
Rule
12b-1
fees.
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
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
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.
T.
ROWE
PRICE
Target
2040
Fund
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
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.
The
Advisor
Class
pays
Rule
12b-1
fees
in
an
amount
not
exceeding
0.25%
of
the
class’s
average
daily
net
assets.
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.
T.
ROWE
PRICE
Target
2040
Fund
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
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:
T.
ROWE
PRICE
Target
2040
Fund
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.
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
$55,928,000
and
$56,749,000,
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
T.
ROWE
PRICE
Target
2040
Fund
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
November
30,
2024,
the
cost
of
investments
(including
derivatives,
if
any)
for
federal
income
tax
purposes
was
$387,115,000. Net
unrealized
gain
aggregated $86,950,000
at
period-end,
of
which $110,328,000
related
to
appreciated
investments
and $23,378,000
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
0.64%
to
0.45%
for
the
Investor
Class
and
Advisor
Class
and
0.46%
to
0.30%
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;
acquired
fund
fees
and
expenses;
and
any
12b-1
fees
applicable
to
a
class.
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
0.58% for
the
Investor
Class
and
Advisor
Class
and
0.41% for
the
I
Class.
T.
ROWE
PRICE
Target
2040
Fund
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
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
T.
ROWE
PRICE
Target
2040
Fund
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.
F196-051
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 | | |
