T. Rowe Price U.S. Large-Cap Core Fund (TRULX) N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-22293

T. Rowe Price U.S. Large-Cap Core Fund, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, MD 21202

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

Registrant’s telephone number, including area code: (410) 345-2000

Date of fiscal year end: December 31

Date of reporting period: December 31, 2024

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Annual Shareholder Report

December 31, 2024

U.S. Large-Cap Core Fund

Investor Class (TRULX)

This annual shareholder report contains important information about U.S. Large-Cap Core Fund (the "fund") for the period of January 1, 2024 to December 31, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary. 

What were the fund costs for the last year? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
U.S. Large-Cap Core Fund - Investor Class	$71	0.64%

What drove fund performance during the past 12 months?

• U.S. stocks advanced in 2024, buoyed by generally favorable earnings and strong gains in companies exposed to artificial intelligence (AI). Despite inflation exceeding the Federal Reserve’s 2% target, the central bank began cutting rates in September as the labor market cooled. Stocks rallied after the U.S. elections in November as investors expected that President-elect Donald Trump's policies would benefit corporate profits, though volatility rose over concerns about his tariff and tax plans.

• Versus the S&P 500 Index, stock selection in information technology led contributors to relative performance. NVIDIA was a significant contributor, as the company thrived as demand increased sharply for its graphics processing units (GPU)—driven particularly by generative AI advancement—alongside positive sentiment for its high-end GPU chip innovation. Stock choices in materials also added value, led by International Paper.

• In contrast, stock selection in industrials and business services led relative detractors. Despite solid performance against a tough industry backdrop, Old Dominion Freight Line shares fell due to a prolonged freight recession that led to lower freight volumes, decreased fuel charge revenues, and increased operational expenses. In health care, stock choices and an overweight exposure to the sector also hurt, especially our position in Regeneron Pharmaceuticals.

• The fund is actively managed and aims for long-term capital growth through fundamental, bottom-up research, blending growth and value investing to select stocks with favorable fundamentals, earnings potential, and valuation. Over the year, the fund increased its absolute position in information technology and reduced its absolute allocation to health care.

How has the fund performed?

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

	Investor Class	Regulatory Benchmark	Strategy Benchmark
2014	10,000	10,000	10,000
2015	10,306	10,180	10,095
2015	10,425	10,194	10,123
2015	10,043	9,455	9,471
2015	10,820	10,048	10,138
2016	10,803	10,145	10,275
2016	11,188	10,412	10,527
2016	11,505	10,870	10,933
2016	11,589	11,327	11,351
2017	12,458	11,978	12,039
2017	12,887	12,339	12,411
2017	13,201	12,903	12,967
2017	14,014	13,721	13,829
2018	13,938	13,633	13,724
2018	14,268	14,163	14,195
2018	15,245	15,172	15,290
2018	13,540	13,002	13,223
2019	15,229	14,828	15,027
2019	16,038	15,435	15,674
2019	16,240	15,614	15,940
2019	17,535	17,035	17,386
2020	14,095	13,475	13,979
2020	16,585	16,443	16,850
2020	18,092	17,957	18,355
2020	20,266	20,593	20,585
2021	21,370	21,900	21,856
2021	23,168	23,705	23,724
2021	23,148	23,681	23,863
2021	25,464	25,877	26,494
2022	24,065	24,512	25,276
2022	20,867	20,418	21,206
2022	19,851	19,506	20,170
2022	21,604	20,907	21,696
2023	22,492	22,408	23,322
2023	24,141	24,288	25,361
2023	23,727	23,497	24,531
2023	26,488	26,334	27,399
2024	30,024	28,973	30,291
2024	31,376	29,904	31,589
2024	32,365	31,767	33,448
2024	32,579	32,604	34,254

202501-4140694, 202502-4108954

F190-052 2/25

Average Annual Total Returns

	1 Year	5 Years	10 Years
U.S. Large-Cap Core Fund (Investor Class)	23.00%	13.19%	12.54%
Russell 3000 Index (Regulatory Benchmark)	23.81	13.86	12.55
S&P 500 Index (Strategy Benchmark)	25.02	14.53	13.10

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

What are some fund statistics?

Fund Statistics

• Total Net Assets (000s)$19,228,370
• Number of Portfolio Holdings78

• Investment Advisory Fees Paid (000s)$20,906
• Portfolio Turnover Rate58.4%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Information Technology	30.7%
Financials	12.3
Health Care	11.3
Industrials & Business Services	11.2
Consumer Discretionary	10.4
Consumer Staples	6.4
Communication Services	6.0
Energy	5.3
Materials	2.9
Other	3.5

Top Ten Holdings (as a % of Net Assets)

Apple	8.2%
NVIDIA	7.4
Microsoft	5.7
Amazon.com	5.1
Alphabet	3.4
Visa	2.9
JPMorgan Chase	2.0
UnitedHealth Group	1.9
Netflix	1.7
Eli Lilly	1.6

If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.

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

U.S. Large-Cap Core Fund 

Investor Class (TRULX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

December 31, 2024

U.S. Large-Cap Core Fund

Advisor Class (PAULX)

This annual shareholder report contains important information about U.S. Large-Cap Core Fund (the "fund") for the period of January 1, 2024 to December 31, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary. 

What were the fund costs for the last year? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
U.S. Large-Cap Core Fund - Advisor Class	$106	0.95%

What drove fund performance during the past 12 months?

• U.S. stocks advanced in 2024, buoyed by generally favorable earnings and strong gains in companies exposed to artificial intelligence (AI). Despite inflation exceeding the Federal Reserve’s 2% target, the central bank began cutting rates in September as the labor market cooled. Stocks rallied after the U.S. elections in November as investors expected that President-elect Donald Trump's policies would benefit corporate profits, though volatility rose over concerns about his tariff and tax plans.

• Versus the S&P 500 Index, stock selection in information technology led contributors to relative performance. NVIDIA was a significant contributor, as the company thrived as demand increased sharply for its graphics processing units (GPU)—driven particularly by generative AI advancement—alongside positive sentiment for its high-end GPU chip innovation. Stock choices in materials also added value, led by International Paper.

• In contrast, stock selection in industrials and business services led relative detractors. Despite solid performance against a tough industry backdrop, Old Dominion Freight Line shares fell due to a prolonged freight recession that led to lower freight volumes, decreased fuel charge revenues, and increased operational expenses. In health care, stock choices and an overweight exposure to the sector also hurt, especially our position in Regeneron Pharmaceuticals.

• The fund is actively managed and aims for long-term capital growth through fundamental, bottom-up research, blending growth and value investing to select stocks with favorable fundamentals, earnings potential, and valuation. Over the year, the fund increased its absolute position in information technology and reduced its absolute allocation to health care.

How has the fund performed?

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

	Advisor Class	Regulatory Benchmark	Strategy Benchmark
2014	10,000	10,000	10,000
2015	10,301	10,180	10,095
2015	10,420	10,194	10,123
2015	10,032	9,455	9,471
2015	10,799	10,048	10,138
2016	10,777	10,145	10,275
2016	11,151	10,412	10,527
2016	11,457	10,870	10,933
2016	11,530	11,327	11,351
2017	12,386	11,978	12,039
2017	12,808	12,339	12,411
2017	13,110	12,903	12,967
2017	13,910	13,721	13,829
2018	13,822	13,633	13,724
2018	14,143	14,163	14,195
2018	15,101	15,172	15,290
2018	13,400	13,002	13,223
2019	15,064	14,828	15,027
2019	15,859	15,435	15,674
2019	16,040	15,614	15,940
2019	17,307	17,035	17,386
2020	13,903	13,475	13,979
2020	16,345	16,443	16,850
2020	17,824	17,957	18,355
2020	19,947	20,593	20,585
2021	21,026	21,900	21,856
2021	22,774	23,705	23,724
2021	22,735	23,681	23,863
2021	24,983	25,877	26,494
2022	23,592	24,512	25,276
2022	20,440	20,418	21,206
2022	19,431	19,506	20,170
2022	21,126	20,907	21,696
2023	21,979	22,408	23,322
2023	23,577	24,288	25,361
2023	23,157	23,497	24,531
2023	25,823	26,334	27,399
2024	29,255	28,973	30,291
2024	30,543	29,904	31,589
2024	31,484	31,767	33,448
2024	31,662	32,604	34,254

202501-4140694, 202502-4108954

F290-052 2/25

Average Annual Total Returns

	1 Year	5 Years	10 Years
U.S. Large-Cap Core Fund (Advisor Class)	22.61%	12.84%	12.22%
Russell 3000 Index (Regulatory Benchmark)	23.81	13.86	12.55
S&P 500 Index (Strategy Benchmark)	25.02	14.53	13.10

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

What are some fund statistics?

Fund Statistics

• Total Net Assets (000s)$19,228,370
• Number of Portfolio Holdings78

• Investment Advisory Fees Paid (000s)$20,906
• Portfolio Turnover Rate58.4%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Information Technology	30.7%
Financials	12.3
Health Care	11.3
Industrials & Business Services	11.2
Consumer Discretionary	10.4
Consumer Staples	6.4
Communication Services	6.0
Energy	5.3
Materials	2.9
Other	3.5

Top Ten Holdings (as a % of Net Assets)

Apple	8.2%
NVIDIA	7.4
Microsoft	5.7
Amazon.com	5.1
Alphabet	3.4
Visa	2.9
JPMorgan Chase	2.0
UnitedHealth Group	1.9
Netflix	1.7
Eli Lilly	1.6

If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.

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

U.S. Large-Cap Core Fund 

Advisor Class (PAULX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

December 31, 2024

U.S. Large-Cap Core Fund

I Class (RCLIX)

This annual shareholder report contains important information about U.S. Large-Cap Core Fund (the "fund") for the period of January 1, 2024 to December 31, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary. 

What were the fund costs for the last year? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
U.S. Large-Cap Core Fund - I Class	$64	0.57%

What drove fund performance during the past 12 months?

• U.S. stocks advanced in 2024, buoyed by generally favorable earnings and strong gains in companies exposed to artificial intelligence (AI). Despite inflation exceeding the Federal Reserve’s 2% target, the central bank began cutting rates in September as the labor market cooled. Stocks rallied after the U.S. elections in November as investors expected that President-elect Donald Trump's policies would benefit corporate profits, though volatility rose over concerns about his tariff and tax plans.

• Versus the S&P 500 Index, stock selection in information technology led contributors to relative performance. NVIDIA was a significant contributor, as the company thrived as demand increased sharply for its graphics processing units (GPU)—driven particularly by generative AI advancement—alongside positive sentiment for its high-end GPU chip innovation. Stock choices in materials also added value, led by International Paper.

• In contrast, stock selection in industrials and business services led relative detractors. Despite solid performance against a tough industry backdrop, Old Dominion Freight Line shares fell due to a prolonged freight recession that led to lower freight volumes, decreased fuel charge revenues, and increased operational expenses. In health care, stock choices and an overweight exposure to the sector also hurt, especially our position in Regeneron Pharmaceuticals.

• The fund is actively managed and aims for long-term capital growth through fundamental, bottom-up research, blending growth and value investing to select stocks with favorable fundamentals, earnings potential, and valuation. Over the year, the fund increased its absolute position in information technology and reduced its absolute allocation to health care.

How has the fund performed?

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

	I Class	Regulatory Benchmark	Strategy Benchmark
11/29/16	500,000	500,000	500,000
12/31/16	502,912	508,515	508,640
3/31/17	541,101	537,720	539,495
6/30/17	559,948	553,935	556,155
9/30/17	573,835	579,257	581,073
12/31/17	609,134	615,967	619,684
3/31/18	606,066	611,997	614,980
6/30/18	620,898	635,796	636,097
9/30/18	663,603	681,090	685,145
12/31/18	589,488	583,679	592,515
3/31/19	663,518	665,648	673,381
6/30/19	699,019	692,907	702,362
9/30/19	707,826	700,962	714,290
12/31/19	764,729	764,731	779,076
3/31/20	614,810	604,904	626,393
6/30/20	723,894	738,150	755,075
9/30/20	789,858	806,115	822,499
12/31/20	885,218	924,466	922,417
3/31/21	933,675	983,141	979,376
6/30/21	1,012,131	1,064,150	1,063,101
9/30/21	1,011,554	1,063,067	1,069,289
12/31/21	1,112,636	1,161,694	1,187,201
3/31/22	1,051,806	1,100,375	1,132,607
6/30/22	912,144	916,599	950,245
9/30/22	867,763	875,677	903,848
12/31/22	944,850	938,568	972,188
3/31/23	983,732	1,005,960	1,045,074
6/30/23	1,055,989	1,090,328	1,136,436
9/30/23	1,038,168	1,054,851	1,099,236
12/31/23	1,158,954	1,182,191	1,227,754
3/31/24	1,313,959	1,300,639	1,357,354
6/30/24	1,373,225	1,342,467	1,415,501
9/30/24	1,416,861	1,426,091	1,498,825
12/31/24	1,426,484	1,463,644	1,534,934

202501-4140694, 202502-4108954

F310-052 2/25

Average Annual Total Returns

	1 Year	5 Years	Since Inception 11/29/16
U.S. Large-Cap Core Fund (I Class)	23.08%	13.28%	13.84%
Russell 3000 Index (Regulatory Benchmark)	23.81	13.86	14.20
S&P 500 Index (Strategy Benchmark)	25.02	14.53	14.88

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

What are some fund statistics?

Fund Statistics

• Total Net Assets (000s)$19,228,370
• Number of Portfolio Holdings78

• Investment Advisory Fees Paid (000s)$20,906
• Portfolio Turnover Rate58.4%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Information Technology	30.7%
Financials	12.3
Health Care	11.3
Industrials & Business Services	11.2
Consumer Discretionary	10.4
Consumer Staples	6.4
Communication Services	6.0
Energy	5.3
Materials	2.9
Other	3.5

Top Ten Holdings (as a % of Net Assets)

Apple	8.2%
NVIDIA	7.4
Microsoft	5.7
Amazon.com	5.1
Alphabet	3.4
Visa	2.9
JPMorgan Chase	2.0
UnitedHealth Group	1.9
Netflix	1.7
Eli Lilly	1.6

If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.

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

U.S. Large-Cap Core Fund 

I Class (RCLIX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

December 31, 2024

U.S. Large-Cap Core Fund

Z Class (TRZLX)

This annual shareholder report contains important information about U.S. Large-Cap Core Fund (the "fund") for the period of January 1, 2024 to December 31, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary. 

What were the fund costs for the last year? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
U.S. Large-Cap Core Fund - Z Class	$0	0.00%

What drove fund performance during the past 12 months?

• U.S. stocks advanced in 2024, buoyed by generally favorable earnings and strong gains in companies exposed to artificial intelligence (AI). Despite inflation exceeding the Federal Reserve’s 2% target, the central bank began cutting rates in September as the labor market cooled. Stocks rallied after the U.S. elections in November as investors expected that President-elect Donald Trump's policies would benefit corporate profits, though volatility rose over concerns about his tariff and tax plans.

• Versus the S&P 500 Index, stock selection in information technology led contributors to relative performance. NVIDIA was a significant contributor, as the company thrived as demand increased sharply for its graphics processing units (GPU)—driven particularly by generative AI advancement—alongside positive sentiment for its high-end GPU chip innovation. Stock choices in materials also added value, led by International Paper.

• In contrast, stock selection in industrials and business services led relative detractors. Despite solid performance against a tough industry backdrop, Old Dominion Freight Line shares fell due to a prolonged freight recession that led to lower freight volumes, decreased fuel charge revenues, and increased operational expenses. In health care, stock choices and an overweight exposure to the sector also hurt, especially our position in Regeneron Pharmaceuticals.

• The fund is actively managed and aims for long-term capital growth through fundamental, bottom-up research, blending growth and value investing to select stocks with favorable fundamentals, earnings potential, and valuation. Over the year, the fund increased its absolute position in information technology and reduced its absolute allocation to health care.

How has the fund performed?

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

	Z Class	Regulatory Benchmark	Strategy Benchmark
3/16/20	10,000	10,000	10,000
3/31/20	10,864	10,865	10,839
6/30/20	12,808	13,259	13,066
9/30/20	14,000	14,480	14,233
12/31/20	15,709	16,606	15,962
3/31/21	16,595	17,659	16,947
6/30/21	18,020	19,115	18,396
9/30/21	18,030	19,095	18,503
12/31/21	19,864	20,867	20,544
3/31/22	18,802	19,765	19,599
6/30/22	16,328	16,464	16,443
9/30/22	15,559	15,729	15,640
12/31/22	16,960	16,859	16,823
3/31/23	17,685	18,069	18,084
6/30/23	19,013	19,585	19,665
9/30/23	18,718	18,948	19,021
12/31/23	20,929	21,235	21,245
3/31/24	23,764	23,362	23,488
6/30/24	24,871	24,114	24,494
9/30/24	25,697	25,616	25,936
12/31/24	25,908	26,290	26,561

202501-4140694, 202502-4108954

F1270-052 2/25

Average Annual Total Returns

	1 Year	Since Inception 3/16/20
U.S. Large-Cap Core Fund (Z Class)	23.79%	21.96%
Russell 3000 Index (Regulatory Benchmark)	23.81	22.33
S&P 500 Index (Strategy Benchmark)	25.02	22.60

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

What are some fund statistics?

Fund Statistics

• Total Net Assets (000s)$19,228,370
• Number of Portfolio Holdings78

• Investment Advisory Fees Paid (000s)$20,906
• Portfolio Turnover Rate58.4%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Information Technology	30.7%
Financials	12.3
Health Care	11.3
Industrials & Business Services	11.2
Consumer Discretionary	10.4
Consumer Staples	6.4
Communication Services	6.0
Energy	5.3
Materials	2.9
Other	3.5

Top Ten Holdings (as a % of Net Assets)

Apple	8.2%
NVIDIA	7.4
Microsoft	5.7
Amazon.com	5.1
Alphabet	3.4
Visa	2.9
JPMorgan Chase	2.0
UnitedHealth Group	1.9
Netflix	1.7
Eli Lilly	1.6

If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.

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

U.S. Large-Cap Core Fund 

Z Class (TRZLX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Item 1. (b) Notice pursuant to Rule 30e-3.

Not applicable.

Item 2. Code of Ethics.

The registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Directors has determined that Mr. Paul F. McBride qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. McBride is considered independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) – (d) Aggregate fees billed for the last two fiscal years for professional services rendered to, or on behalf of, the registrant by the registrant’s principal accountant were as follows:

		2024		2023
Audit Fees	$	23,525	$	23,064
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-

Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant’s pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant’s Board of Directors/Trustees.

(e)(1) The registrant’s audit committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted.

 (2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $1,262,000 and $1,524,000, respectively.

(h) All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, these services were considered by the registrant’s audit committee in maintaining the principal accountant’s independence.

(i) Not applicable.

(j) Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable. The complete schedule of investments is included in Item 7 of this Form N-CSR.

(b) Not applicable.

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

(a – b) Report pursuant to Regulation S-X.

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

December

31,

2024

Financial

Statements

and

Other

Information

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

TRULX

U.S.

Large-Cap

Core

Fund

PAULX

U.S.

Large-Cap

Core

Fund–

.

Advisor Class

RCLIX

U.S.

Large-Cap

Core

Fund–

.

I Class

TRZLX

U.S.

Large-Cap

Core

Fund–

.

Z Class

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

Financial

Highlights

2

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

..

Year

..

..

Ended

.

12/31/24

12/31/23

12/31/22

12/31/21

12/31/20

NET

ASSET

VALUE

Beginning

of

period

$

35

.65‌

$

29

.21‌

$

35

.84‌

$

30

.66‌

$

26

.76‌

Investment

activities

Net

investment

income

(1)(2)

0

.23‌

0

.25‌

0

.17‌

0

.18‌

0

.25‌

Net

realized

and

unrealized

gain/loss

8

.05‌

6

.35‌

(

5

.56‌

)

7

.61‌

3

.91‌

Total

from

investment

activities

8

.28‌

6

.60‌

(

5

.39‌

)

7

.79‌

4

.16‌

Distributions

Net

investment

income

(

0

.24‌

)

(

0

.16‌

)

(

0

.06‌

)

(

0

.17‌

)

(

0

.12‌

)

Net

realized

gain

(

2

.50‌

)

—‌

(

1

.18‌

)

(

2

.44‌

)

(

0

.14‌

)

Total

distributions

(

2

.74‌

)

(

0

.16‌

)

(

1

.24‌

)

(

2

.61‌

)

(

0

.26‌

)

NET

ASSET

VALUE

End

of

period

$

41

.19‌

$

35

.65‌

$

29

.21‌

$

35

.84‌

$

30

.66‌

Ratios/Supplemental

Data

Total

return

(2)(3)

23

.00‌

%

22

.60‌

%

(

15

.16‌

)

%

25

.65‌

%

15

.58‌

%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/payments

by

Price

Associates

0

.68‌

%

0

.69‌

%

0

.70‌

%

0

.65‌

%

0

.73‌

%

Net

expenses

after

waivers/

payments

by

Price

Associates

0

.64‌

%

0

.64‌

%

0

.64‌

%

0

.64‌

%

0

.73‌

%

Net

investment

income

0

.56‌

%

0

.78‌

%

0

.53‌

%

0

.51‌

%

0

.95‌

%

Portfolio

turnover

rate

58

.4‌

%

57

.1‌

%

90

.6‌

%

47

.9‌

%

67

.9‌

%

Net

assets,

end

of

period

(in

thousands)

$1,953,192

$1,810,992

$1,534,799

$3,187,237

$575,729

0‌

%

0‌

%

0‌

%

0‌

%

0‌

%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

Includes

the

impact

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

Financial

Highlights

3

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Advisor

Class

..

Year

..

..

Ended

.

12/31/24

12/31/23

12/31/22

12/31/21

12/31/20

NET

ASSET

VALUE

Beginning

of

period

$

35

.67‌

$

29

.23‌

$

35

.91‌

$

30

.69‌

$

26

.79‌

Investment

activities

Net

investment

income

(1)(2)

0

.10‌

0

.15‌

0

.07‌

0

.07‌

0

.18‌

Net

realized

and

unrealized

gain/loss

8

.04‌

6

.35‌

(

5

.57‌

)

7

.61‌

3

.90‌

Total

from

investment

activities

8

.14‌

6

.50‌

(

5

.50‌

)

7

.68‌

4

.08‌

Distributions

Net

investment

income

(

0

.09‌

)

(

0

.06‌

)

—‌

(

0

.02‌

)

(

0

.04‌

)

Net

realized

gain

(

2

.50‌

)

—‌

(

1

.18‌

)

(

2

.44‌

)

(

0

.14‌

)

Total

distributions

(

2

.59‌

)

(

0

.06‌

)

(

1

.18‌

)

(

2

.46‌

)

(

0

.18‌

)

NET

ASSET

VALUE

End

of

period

$

41

.22‌

$

35

.67‌

$

29

.23‌

$

35

.91‌

$

30

.69‌

Ratios/Supplemental

Data

Total

return

(2)(3)

22

.61‌

%

22

.23‌

%

(

15

.44‌

)

%

25

.25‌

%

15

.25‌

%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/payments

by

Price

Associates

0

.95‌

%

0

.95‌

%

0

.97‌

%

0

.97‌

%

1

.01‌

%

Net

expenses

after

waivers/payments

by

Price

Associates

0

.95‌

%

0

.95‌

%

0

.97‌

%

0

.97‌

%

1

.01‌

%

Net

investment

income

0

.24‌

%

0

.46‌

%

0

.21‌

%

0

.21‌

%

0

.67‌

%

Portfolio

turnover

rate

58

.4‌

%

57

.1‌

%

90

.6‌

%

47

.9‌

%

67

.9‌

%

Net

assets,

end

of

period

(in

thousands)

$12,604

$12,892

$9,574

$12,728

$11,850

0‌

%

0‌

%

0‌

%

0‌

%

0‌

%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

Includes

the

impact

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

Financial

Highlights

4

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

..

Year

..

..

Ended

.

12/31/24

12/31/23

12/31/22

12/31/21

12/31/20

NET

ASSET

VALUE

Beginning

of

period

$

35

.59‌

$

29

.16‌

$

35

.85‌

$

30

.69‌

$

26

.78‌

Investment

activities

Net

investment

income

(1)(2)

0

.26‌

0

.27‌

0

.21‌

0

.21‌

0

.29‌

Net

realized

and

unrealized

gain/loss

8

.04‌

6

.34‌

(

5

.57‌

)

7

.60‌

3

.92‌

Total

from

investment

activities

8

.30‌

6

.61‌

(

5

.36‌

)

7

.81‌

4

.21‌

Distributions

Net

investment

income

(

0

.31‌

)

(

0

.18‌

)

(

0

.15‌

)

(

0

.21‌

)

(

0

.16‌

)

Net

realized

gain

(

2

.50‌

)

—‌

(

1

.18‌

)

(

2

.44‌

)

(

0

.14‌

)

Total

distributions

(

2

.81‌

)

(

0

.18‌

)

(

1

.33‌

)

(

2

.65‌

)

(

0

.30‌

)

NET

ASSET

VALUE

End

of

period

$

41

.08‌

$

35

.59‌

$

29

.16‌

$

35

.85‌

$

30

.69‌

Ratios/Supplemental

Data

Total

return

(2)(3)

23

.08‌

%

22

.66‌

%

(

15

.08‌

)

%

25

.69‌

%

15

.76‌

%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/payments

by

Price

Associates

0

.57‌

%

0

.58‌

%

0

.58‌

%

0

.57‌

%

0

.59‌

%

Net

expenses

after

waivers/payments

by

Price

Associates

0

.57‌

%

0

.58‌

%

0

.58‌

%

0

.57‌

%

0

.58‌

%

Net

investment

income

0

.64‌

%

0

.84‌

%

0

.69‌

%

0

.59‌

%

1

.09‌

%

Portfolio

turnover

rate

58

.4‌

%

57

.1‌

%

90

.6‌

%

47

.9‌

%

67

.9‌

%

Net

assets,

end

of

period

(in

thousands)

$2,492,650

$1,677,656

$1,469,403

$327,420

$67,542

0‌

%

0‌

%

0‌

%

0‌

%

0‌

%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

Includes

the

impact

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

Financial

Highlights

5

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Z

Class

(1)

..

Year

..

..

Ended

.

3/16/20

(1)

Through

12/31/20

12/31/24

12/31/23

12/31/22

12/31/21

NET

ASSET

VALUE

Beginning

of

period

$

35

.73‌

$

29

.24‌

$

35

.90‌

$

30

.66‌

$

19

.80‌

Investment

activities

Net

investment

income

(2)(3)

0

.50‌

0

.46‌

0

.39‌

0

.41‌

0

.36‌

Net

realized

and

unrealized

gain/loss

8

.09‌

6

.38‌

(

5

.58‌

)

7

.62‌

10

.93‌

Total

from

investment

activities

8

.59‌

6

.84‌

(

5

.19‌

)

8

.03‌

11

.29‌

Distributions

Net

investment

income

(

0

.51‌

)

(

0

.35‌

)

(

0

.29‌

)

(

0

.35‌

)

(

0

.29‌

)

Net

realized

gain

(

2

.50‌

)

—‌

(

1

.18‌

)

(

2

.44‌

)

(

0

.14‌

)

Total

distributions

(

3

.01‌

)

(

0

.35‌

)

(

1

.47‌

)

(

2

.79‌

)

(

0

.43‌

)

NET

ASSET

VALUE

End

of

period

$

41

.31‌

$

35

.73‌

$

29

.24‌

$

35

.90‌

$

30

.66‌

Ratios/Supplemental

Data

Total

return

(3)(4)

23

.79‌

%

23

.40‌

%

(

14

.62‌

)

%

26

.45‌

%

57

.09‌

%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

0

.54‌

%

0

.55‌

%

0

.55‌

%

0

.55‌

%

0

.56‌

%

(5)

Net

expenses

after

waivers/

payments

by

Price

Associates

0

.00‌

%

0

.00‌

%

0

.00‌

%

0

.00‌

%

0

.00‌

%

(5)

Net

investment

income

1

.21‌

%

1

.42‌

%

1

.27‌

%

1

.16‌

%

1

.62‌

%

(5)

Portfolio

turnover

rate

58

.4‌

%

57

.1‌

%

90

.6‌

%

47

.9‌

%

67

.9‌

%

Net

assets,

end

of

period

(in

millions)

$14,770

$12,479

$5,641

$3,083

$1,485

0‌

%

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)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(5)

Annualized

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

December

31,

2024

6

Portfolio

of

Investments

‡

Shares

$

Value

(Cost

and

value

in

$000s)

‡

COMMON

STOCKS

 99.8%

COMMUNICATION

SERVICES

 6.0%

Entertainment

 1.7%

Netflix (1)

359,133‌

320,102‌

320,102‌

Interactive

Media

&

Services

 3.4%

Alphabet,

Class

C 

3,422,117‌

651,708‌

651,708‌

Wireless

Telecommunication

Services

 0.9%

T-Mobile

U.S. 

825,199‌

182,146‌

182,146‌

Total

Communication

Services

1,153,956‌

CONSUMER

DISCRETIONARY

 10.4%

Broadline

Retail

 5.1%

Amazon.com (1)

4,441,482‌

974,417‌

974,417‌

Hotels,

Restaurants

&

Leisure

 1.7%

Booking

Holdings 

36,912‌

183,394‌

McDonald's 

528,192‌

153,118‌

336,512‌

Specialty

Retail

 3.6%

Lowe's 

767,097‌

189,319‌

O'Reilly

Automotive (1)

126,243‌

149,699‌

Ross

Stores 

1,076,412‌

162,829‌

TJX 

1,604,371‌

193,824‌

695,671‌

Total

Consumer

Discretionary

2,006,600‌

CONSUMER

STAPLES

 6.4%

Beverages

 2.4%

Coca-Cola 

3,877,084‌

241,387‌

Keurig

Dr

Pepper 

6,780,587‌

217,793‌

459,180‌

Consumer

Staples

Distribution

&

Retail

 1.2%

Walmart 

2,607,849‌

235,619‌

235,619‌

Household

Products

 2.1%

Colgate-Palmolive 

1,910,187‌

173,655‌

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

7

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Procter

&

Gamble 

1,418,542‌

237,819‌

411,474‌

Personal

Care

Products

 0.7%

Kenvue 

6,209,702‌

132,577‌

132,577‌

Total

Consumer

Staples

1,238,850‌

ENERGY

 5.3%

Energy

Equipment

&

Services

 1.8%

Schlumberger 

5,155,634‌

197,667‌

TechnipFMC 

4,922,407‌

142,454‌

340,121‌

Oil,

Gas

&

Consumable

Fuels

 3.5%

ConocoPhillips 

1,942,214‌

192,609‌

Diamondback

Energy 

894,347‌

146,521‌

EQT 

3,207,945‌

147,918‌

Expand

Energy 

1,903,000‌

189,444‌

676,492‌

Total

Energy

1,016,613‌

FINANCIALS

 12.3%

Banks

 2.7%

Huntington

Bancshares 

8,101,052‌

131,804‌

JPMorgan

Chase 

1,583,390‌

379,555‌

511,359‌

Capital

Markets

 2.0%

CME

Group 

698,478‌

162,208‌

Goldman

Sachs

Group 

383,263‌

219,464‌

381,672‌

Consumer

Finance

 0.8%

American

Express 

541,084‌

160,588‌

160,588‌

Financial

Services

 2.9%

Visa,

Class

A 

1,775,787‌

561,220‌

561,220‌

Insurance

 3.9%

Allstate 

1,023,399‌

197,301‌

Marsh

&

McLennan 

781,666‌

166,034‌

MetLife 

1,835,540‌

150,294‌

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

8

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Progressive 

948,427‌

227,252‌

740,881‌

Total

Financials

2,355,720‌

HEALTH

CARE

 11.3%

Biotechnology

 1.8%

AbbVie 

1,187,619‌

211,040‌

Regeneron

Pharmaceuticals (1)

187,819‌

133,789‌

344,829‌

Health

Care

Providers

&

Services

 5.5%

Cencora 

928,394‌

208,592‌

Elevance

Health 

352,154‌

129,910‌

Molina

Healthcare (1)

439,717‌

127,980‌

Quest

Diagnostics 

1,471,652‌

222,013‌

UnitedHealth

Group 

717,377‌

362,892‌

1,051,387‌

Life

Sciences

Tools

&

Services

 2.4%

Mettler-Toledo

International (1)

130,849‌

160,117‌

Thermo

Fisher

Scientific 

566,119‌

294,512‌

454,629‌

Pharmaceuticals

 1.6%

Eli

Lilly 

403,191‌

311,263‌

311,263‌

Total

Health

Care

2,162,108‌

INDUSTRIALS

&

BUSINESS

SERVICES

 11.2%

Aerospace

&

Defense

 0.8%

General

Dynamics 

619,900‌

163,337‌

163,337‌

Commercial

Services

&

Supplies

 0.8%

Republic

Services 

729,415‌

146,744‌

146,744‌

Electrical

Equipment

 1.1%

AMETEK 

1,179,911‌

212,691‌

212,691‌

Ground

Transportation

 2.1%

CSX 

4,411,800‌

142,369‌

Old

Dominion

Freight

Line 

691,250‌

121,936‌

Uber

Technologies (1)

2,210,190‌

133,319‌

397,624‌

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

9

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Machinery

 4.1%

Cummins 

425,591‌

148,361‌

Deere 

511,224‌

216,606‌

Ingersoll

Rand 

1,386,557‌

125,428‌

Parker-Hannifin 

268,167‌

170,562‌

Westinghouse

Air

Brake

Technologies 

709,690‌

134,550‌

795,507‌

Professional

Services

 2.3%

Booz

Allen

Hamilton

Holding 

1,032,517‌

132,885‌

Broadridge

Financial

Solutions 

729,289‌

164,885‌

Equifax 

566,170‌

144,288‌

442,058‌

Total

Industrials

&

Business

Services

2,157,961‌

INFORMATION

TECHNOLOGY

 30.7%

Electronic

Equipment,

Instruments

&

Components

 2.8%

Amphenol,

Class

A 

2,589,210‌

179,821‌

Keysight

Technologies (1)

938,626‌

150,771‌

TE

Connectivity 

1,424,254‌

203,626‌

534,218‌

Semiconductors

&

Semiconductor

Equipment

 10.3%

Analog

Devices 

1,155,132‌

245,419‌

KLA 

263,902‌

166,290‌

NVIDIA 

10,608,451‌

1,424,609‌

Taiwan

Semiconductor

Manufacturing,

ADR 

775,690‌

153,191‌

1,989,509‌

Software

 9.4%

Autodesk (1)

453,476‌

134,034‌

Fair

Isaac (1)

87,527‌

174,260‌

Microsoft 

2,602,310‌

1,096,874‌

PTC (1)

804,536‌

147,930‌

Salesforce 

767,578‌

256,624‌

1,809,722‌

Technology

Hardware,

Storage

&

Peripherals

 8.2%

Apple 

6,283,441‌

1,573,499‌

1,573,499‌

Total

Information

Technology

5,906,948‌

MATERIALS

 2.9%

Chemicals

 1.9%

Linde 

427,600‌

179,023‌

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

10

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Sherwin-Williams 

553,317‌

188,089‌

367,112‌

Containers

&

Packaging

 1.0%

International

Paper (2)

3,492,781‌

187,981‌

187,981‌

Total

Materials

555,093‌

REAL

ESTATE

 1.5%

Residential

Real

Estate

Investment

Trusts

 0.7%

AvalonBay

Communities,

REIT 

645,018‌

141,885‌

141,885‌

Specialized

Real

Estate

Investment

Trusts

 0.8%

Public

Storage,

REIT 

511,290‌

153,101‌

153,101‌

Total

Real

Estate

294,986‌

UTILITIES

 1.8%

Gas

Utilities

 0.8%

Atmos

Energy 

1,042,486‌

145,187‌

145,187‌

Multi-Utilities

 1.0%

CMS

Energy 

2,965,774‌

197,669‌

197,669‌

Total

Utilities

342,856‌

Total

Common

Stocks

(Cost

$14,291,231)

19,191,691‌

SHORT-TERM

INVESTMENTS

 0.6%

Money

Market

Funds

 0.6%

T.

Rowe

Price

Government

Reserve

Fund,

4.53% (3)(4)

119,971,645‌

119,972‌

Total

Short-Term

Investments

(Cost

$119,972)

119,972‌

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

11

Shares

$

Value

(Cost

and

value

in

$000s)

‡

SECURITIES

LENDING

COLLATERAL

 0.5%

INVESTMENTS

IN

A

POOLED

ACCOUNT

THROUGH

SECURITIES

LENDING

PROGRAM

WITH

STATE

STREET

BANK

AND

TRUST

COMPANY 0.5%

Money

Market

Funds 0.5%

T.

Rowe

Price

Government

Reserve

Fund,

4.53% (3)(4)

95,554,518‌

95,555‌

Total

Investments

in

a

Pooled

Account

through

Securities

Lending

Program

with

State

Street

Bank

and

Trust

Company

95,555‌

Total

Securities

Lending

Collateral

(Cost

$95,555)

95,555‌

Total

Investments

in

Securities

100.9%

of

Net

Assets

(Cost

$14,506,758)

$

19,407,218‌

‡

Shares

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

Non-income

producing

(2)

See

Note

3

.

All

or

a

portion

of

this

security

is

on

loan

at

December

31,

2024.

(3)

Seven-day

yield

(4)

Affiliated

Companies

ADR

American

Depositary

Receipts

REIT

A

domestic

Real

Estate

Investment

Trust

whose

distributions

pass-through

with

original

tax

character

to

the

shareholder

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

12

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

AFFILIATED

COMPANIES

($000s)

The

fund

may

invest

in

certain

securities

that

are

considered

affiliated

companies.

As

defined

by

the

1940

Act,

an

affiliated

company

is

one

in

which

the

fund

owns

5%

or

more

of

the

outstanding

voting

securities,

or

a

company

that

is

under

common

ownership

or

control.

The

following

securities

were

considered

affiliated

companies

for

all

or

some

portion

of

the

year

ended

December

31,

2024.

Net

realized

gain

(loss),

investment

income,

change

in

net

unrealized

gain/loss,

and

purchase

and

sales

cost

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

T.

Rowe

Price

Government

Reserve

Fund,

4.53%

$

—‌

$

—‌

$

3,607‌

++

Totals

$

—‌

#

$

—‌

$

3,607‌

+

Supplementary

Investment

Schedule

Affiliate

Value

12/31/23

Purchase

Cost

Sales

Cost

Value

12/31/24

T.

Rowe

Price

Government

Reserve

Fund,

4.53%

$

103,747‌

¤

¤

$

215,527‌

Total

$

215,527‌

^

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

++

Excludes

earnings

on

securities

lending

collateral,

which

are

subject

to

rebates

and

fees

as

described

in

Note

3

.

+

Investment

income

comprised

$3,607

of

dividend

income

and

$0

of

interest

income.

¤

Purchase

and

sale

information

not

shown

for

cash

management

funds.

^

The

cost

basis

of

investments

in

affiliated

companies

was

$215,527.

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

December

31,

2024

Statement

of

Assets

and

Liabilities

13

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$14,506,758)

$

19,407,218‌

Dividends

receivable

11,605‌

Due

from

affiliates

6,798‌

Receivable

for

shares

sold

1,592‌

Cash

2‌

Other

assets

118‌

Total

assets

19,427,333‌

Liabilities

Obligation

to

return

securities

lending

collateral

95,555‌

Payable

for

shares

redeemed

89,432‌

Investment

management

fees

payable

8,958‌

Payable

for

investment

securities

purchased

4,679‌

Payable

to

directors

15‌

Other

liabilities

324‌

Total

liabilities

198,963‌

Commitments

and

Contingent

Liabilities

(note

6

)

NET

ASSETS

$

19,228,370‌

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

December

31,

2024

Statement

of

Assets

and

Liabilities

14

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

5,058,986‌

Paid-in

capital

applicable

to

465,968,953

shares

of

$0.0001

par

value

capital

stock

outstanding;

1,000,000,000

shares

authorized

14,169,384‌

NET

ASSETS

$

19,228,370‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$1,953,192;

Shares

outstanding:

47,421,425)

$

41.19‌

Advisor

Class

(Net

assets:

$12,604;

Shares

outstanding:

305,774)

$

41.22‌

I

Class

(Net

assets:

$2,492,650;

Shares

outstanding:

60,677,988)

$

41.08‌

Z

Class

(Net

assets:

$14,769,924;

Shares

outstanding:

357,563,766)

$

41.31‌

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

Statement

of

Operations

15

($000s)

Year

Ended

12/31/24

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$202)

$

224,380‌

Securities

lending

888‌

.

  Interest

1‌

Other

42‌

Total

income

225,311‌

Expenses

Investment

management

99,825‌

Shareholder

servicing

Investor

Class

$

2,739‌

Advisor

Class

23‌

I

Class

597‌

3,359‌

Rule

12b-1

fees

Advisor

Class

31‌

Prospectus

and

shareholder

reports

Investor

Class

45‌

Advisor

Class

1‌

I

Class

5‌

Z

Class

6‌

57‌

Custody

and

accounting

503‌

Registration

185‌

Directors

61‌

Legal

and

audit

29‌

Miscellaneous

40‌

Waived

/

paid

by

Price

Associates

(

78,919‌

)

Total

expenses

25,171‌

Net

investment

income

200,140‌

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

Statement

of

Operations

16

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

12/31/24

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

on

securities

1,592,391‌

Change

in

net

unrealized

gain

/

loss

on

securities

2,035,225‌

Net

realized

and

unrealized

gain

/

loss

3,627,616‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

3,827,756‌

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

Statement

of

Changes

in

Net

Assets

17

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/24

12/31/23

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

200,140‌

$

145,196‌

Net

realized

gain

1,592,391‌

108,974‌

Change

in

net

unrealized

gain

/

loss

2,035,225‌

2,292,064‌

Increase

in

net

assets

from

operations

3,827,756‌

2,546,234‌

Distributions

to

shareholders

Net

earnings

Investor

Class

(

123,191‌

)

(

8,352‌

)

Advisor

Class

(

751‌

)

(

19‌

)

I

Class

(

160,804‌

)

(

8,244‌

)

Z

Class

(

1,012,718‌

)

(

120,201‌

)

Decrease

in

net

assets

from

distributions

(

1,297,464‌

)

(

136,816‌

)

Capital

share

transactions

*

Shares

sold

Investor

Class

379,934‌

206,210‌

Advisor

Class

3,274‌

2,575‌

I

Class

683,916‌

168,319‌

Z

Class

1,223,646‌

5,459,609‌

Distributions

reinvested

Investor

Class

119,695‌

8,039‌

Advisor

Class

718‌

18‌

I

Class

153,363‌

7,808‌

Z

Class

1,012,718‌

120,201‌

Shares

redeemed

Investor

Class

(

636,118‌

)

(

268,365‌

)

Advisor

Class

(

6,256‌

)

(

1,426‌

)

I

Class

(

273,515‌

)

(

266,921‌

)

Z

Class

(

1,943,634‌

)

(

519,888‌

)

Increase

in

net

assets

from

capital

share

transactions

717,741‌

4,916,179‌

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

Statement

of

Changes

in

Net

Assets

18

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/24

12/31/23

Net

Assets

Increase

during

period

3,248,033‌

7,325,597‌

Beginning

of

period

15,980,337‌

8,654,740‌

End

of

period

$

19,228,370‌

$

15,980,337‌

*Share

information

(000s)

Shares

sold

Investor

Class

9,258‌

6,288‌

Advisor

Class

82‌

77‌

I

Class

16,484‌

5,252‌

Z

Class

31,721‌

168,822‌

Distributions

reinvested

Investor

Class

2,818‌

229‌

Advisor

Class

17‌

1‌

I

Class

3,619‌

222‌

Z

Class

23,778‌

3,411‌

Shares

redeemed

Investor

Class

(

15,460‌

)

(

8,256‌

)

Advisor

Class

(

154‌

)

(

45‌

)

I

Class

(

6,569‌

)

(

8,728‌

)

Z

Class

(

47,231‌

)

(

15,835‌

)

Increase

in

shares

outstanding

18,363‌

151,438‌

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

NOTES

TO

FINANCIAL

STATEMENTS

19

T.

Rowe

Price

U.S.

Large-Cap

Core

Fund,

Inc. (the

fund) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act)

as a

diversified, open-end

management

investment

company. The

fund

seeks to

provide

long-term

capital

growth.The

fund

has four classes

of

shares:

the

U.S.

Large-Cap

Core

Fund

(Investor

Class),

the

U.S.

Large-Cap

Core

Fund–Advisor

Class

(Advisor

Class),

the

U.S.

Large-Cap

Core

Fund–I

Class

(I

Class)

and

the

U.S.

Large-Cap

Core

Fund–Z

Class

(Z

Class).

Advisor

Class

shares

are

sold

only

through

various

brokers

and

other

financial

intermediaries.

I

Class

shares

require

a

$500,000

initial

investment

minimum,

although

the

minimum

generally

is

waived

or

reduced

for

financial

intermediaries,

eligible

retirement

plans,

and

certain

other

accounts.

The

Z

Class

is

only

available

to

funds

advised

by

T.

Rowe

Price

Associates,

Inc.

and

its

affiliates

and

other

clients

that

are

subject

to

a

contractual

fee

for

investment

management

services.

The

Advisor

Class

operates

under

a

Board-approved

Rule

12b-1

plan

pursuant

to

which

the

class

compensates

financial

intermediaries

for

distribution,

shareholder

servicing,

and/

or

certain

administrative

services;

the

Investor,

I

and

Z

Classes

do

not

pay

Rule

12b-1

fees. Each

class

has

exclusive

voting

rights

on

matters

related

solely

to

that

class;

separate

voting

rights

on

matters

that

relate

to

all

classes;

and,

in

all

other

respects,

the

same

rights

and

obligations

as

the

other

classes.

NOTE

1

-

SIGNIFICANT

ACCOUNTING

POLICIES 

Basis

of

Preparation

 The fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

in

the

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946

(ASC

946).

The

accompanying

financial

statements

were

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP),

including,

but

not

limited

to,

ASC

946.

GAAP

requires

the

use

of

estimates

made

by

management.

Management

believes

that

estimates

and

valuations

are

appropriate;

however,

actual

results

may

differ

from

those

estimates,

and

the

valuations

reflected

in

the

accompanying

financial

statements

may

differ

from

the

value

ultimately

realized

upon

sale

or

maturity.

Investment

Transactions,

Investment

Income,

and

Distributions

 Investment

transactions

are

accounted

for

on

the

trade

date

basis.

Income

and

expenses

are

recorded

on

the

accrual

basis.

Realized

gains

and

losses

are

reported

on

the

identified

cost

basis. Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense. Dividends

received

from other

investment

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companies are

reflected

as

dividend income;

capital

gain

distributions

are

reflected

as

realized

gain/loss. Dividend

income and

capital

gain

distributions

are

recorded

on

the

ex-dividend

date. Distributions

from

REITs

are

initially

recorded

as

dividend

income

and,

to

the

extent

such

represent

a

return

of

capital

or

capital

gain

for

tax

purposes,

are

reclassified

when

such

information

becomes

available. Non-cash

dividends,

if

any,

are

recorded

at

the

fair

market

value

of

the

asset

received. Proceeds

from

litigation

payments,

if

any,

are

included

in

either

net

realized

gain

(loss)

or

change

in

net

unrealized

gain/loss

from

securities. Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date. Income

distributions,

if

any,

are

declared

and

paid

by

each

class annually. A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

Class

Accounting

 Shareholder

servicing,

prospectus,

and

shareholder

report

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to

all

classes,

investment

income,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

The

Advisor

Class

pays

Rule

12b-1

fees,

in

an

amount

not

exceeding

0.25%

of

the

class’s

average

daily

net

assets.

In-Kind

Redemptions

 In

accordance

with

guidelines

described

in

the

fund’s

prospectus,

and

when

considered

to

be

in

the

best

interest

of

all

shareholders,

the

fund

may

distribute

portfolio

securities

rather

than

cash

as

payment

for

a

redemption

of

fund

shares

(in-kind

redemption).

Gains

and

losses

realized

on

in-kind

redemptions

are

not

recognized

for

tax

purposes

and

are

reclassified

from

undistributed

realized

gain

(loss)

to

paid-in

capital.

During

the

year ended

December

31,

2024,

the

fund

realized

$159,272,000 of

net

gain

on

$359,367,000

of

in-kind

redemptions.

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 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

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of

income

tax

disclosures.

The

ASU

requires

public

entities,

on

an

annual

basis,

to

provide

disclosure

of

specific

categories

in

the

rate

reconciliation,

as

well

as

disclosure

of

income

taxes

paid

disaggregated

by

jurisdiction.

The

amendments

under

this

ASU

are

required

to

be

applied

prospectively

and

are

effective

for

fiscal

years

beginning

after

December

15,

2024.

Management

expects

that

adoption

of

the

guidance

will

not

have

a

material

impact

on

the

fund’s

financial

statements.

Indemnification

 In

the

normal

course

of

business, the

fund

may

provide

indemnification

in

connection

with

its

officers

and

directors,

service

providers,

and/or

private

company

investments. The

fund’s

maximum

exposure

under

these

arrangements

is

unknown;

however,

the

risk

of

material

loss

is

currently

considered

to

be

remote.

NOTE

2

-

VALUATION 

Fair

Value

  The

fund’s

financial

instruments

are

valued

at

the

close

of

the

NYSE

and

are

reported

at

fair

value,

which

GAAP

defines

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date. The fund’s

Board

of

Directors

(the

Board)

has

designated

T.

Rowe

Price

Associates,

Inc.

as

the

fund’s

valuation

designee

(Valuation

Designee).

Subject

to

oversight

by

the

Board,

the

Valuation

Designee

performs

the

following

functions

in

performing

fair

value

determinations:

assesses

and

manages

valuation

risks;

establishes

and

applies

fair

value

methodologies;

tests

fair

value

methodologies;

and

evaluates

pricing

vendors

and

pricing

agents.

The

duties

and

responsibilities

of

the

Valuation

Designee

are

performed

by

its

Valuation

Committee. The

Valuation

Designee provides

periodic

reporting

to

the

Board

on

valuation

matters.

Various

valuation

techniques

and

inputs

are

used

to

determine

the

fair

value

of

financial

instruments.

GAAP

establishes

the

following

fair

value

hierarchy

that

categorizes

the

inputs

used

to

measure

fair

value:

Level

1

–

quoted

prices

(unadjusted)

in

active

markets

for

identical

financial

instruments

that

the

fund

can

access

at

the

reporting

date

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Level

2

–

inputs

other

than

Level

1

quoted

prices

that

are

observable,

either

directly

or

indirectly

(including,

but

not

limited

to,

quoted

prices

for

similar

financial

instruments

in

active

markets,

quoted

prices

for

identical

or

similar

financial

instruments

in

inactive

markets,

interest

rates

and

yield

curves,

implied

volatilities,

and

credit

spreads)

Level

3

–

unobservable

inputs

(including

the Valuation

Designee’s assumptions

in

determining

fair

value)

Observable

inputs

are

developed

using

market

data,

such

as

publicly

available

information

about

actual

events

or

transactions,

and

reflect

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

Unobservable

inputs

are

those

for

which

market

data

are

not

available

and

are

developed

using

the

best

information

available

about

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

GAAP

requires

valuation

techniques

to

maximize

the

use

of

relevant

observable

inputs

and

minimize

the

use

of

unobservable

inputs.

When

multiple

inputs

are

used

to

derive

fair

value,

the

financial

instrument

is

assigned

to

the

level

within

the

fair

value

hierarchy

based

on

the

lowest-level

input

that

is

significant

to

the

fair

value

of

the

financial

instrument.

Input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level

but

rather

the

degree

of

judgment

used

in

determining

those

values.

Valuation

Techniques 

Equity

securities,

including

exchange-traded

funds, listed

or

regularly

traded

on

a

securities

exchange

or

in

the

over-the-

counter

(OTC)

market

are

valued

at

the

last

quoted

sale

price

or,

for

certain

markets,

the

official

closing

price

at

the

time

the

valuations

are

made.

OTC

Bulletin

Board

securities

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices.

A

security

that

is

listed

or

traded

on

more

than

one

exchange

is

valued

at

the

quotation

on

the

exchange

determined

to

be

the

primary

market

for

such

security.

Listed

securities

not

traded

on

a

particular

day

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices

for

domestic

securities.

Investments

in

mutual

funds

are

valued

at

the

mutual

fund’s

closing

NAV

per

share

on

the

day

of

valuation.

Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value. 

Investments

for

which

market

quotations are

not

readily

available

or

deemed

unreliable

are

valued

at

fair

value

as

determined

in

good

faith

by

the

Valuation

Designee.

The

Valuation

Designee

has

adopted

methodologies

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

T.

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Large-Cap

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not

readily

available

or

deemed

unreliable,

including

the

use

of

other

pricing

sources.

Factors

used

in

determining

fair

value

vary

by

type

of

investment

and

may

include

market

or

investment

specific

considerations.

The

Valuation

Designee typically

will

afford

greatest

weight

to

actual

prices

in

arm’s

length

transactions,

to

the

extent

they

represent

orderly

transactions

between

market

participants,

transaction

information

can

be

reliably

obtained,

and

prices

are

deemed

representative

of

fair

value.

However,

the

Valuation

Designee may

also

consider

other

valuation

methods

such

as

market-based

valuation

multiples;

a

discount

or

premium

from

market

value

of

a

similar,

freely

traded

security

of

the

same

issuer;

discounted

cash

flows;

yield

to

maturity;

or

some

combination.

Fair

value

determinations

are

reviewed

on

a

regular

basis.

Because

any

fair

value

determination

involves

a

significant

amount

of

judgment,

there

is

a

degree

of

subjectivity

inherent

in

such

pricing

decisions. Fair

value

prices

determined

by

the

Valuation

Designee could

differ

from

those

of

other

market

participants,

and

it

is

possible

that

the

fair

value

determined

for

a

security

may

be

materially

different

from

the

value

that

could

be

realized

upon

the

sale

of

that

security.

Valuation

Inputs

  On

December

31,

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

-

OTHER

INVESTMENT

TRANSACTIONS 

Consistent

with

its

investment

objective, the

fund

engages

in

the

following

practices

to

manage

exposure

to

certain

risks

and/or

to

enhance

performance.

The

investment

objective,

policies,

program,

and

risk

factors

of the

fund

are

described

more

fully

in the

fund’s prospectus

and

Statement

of

Additional

Information.

Securities

Lending

 The fund

may

lend

its

securities

to

approved

borrowers

to

earn

additional

income.

Its

securities

lending

activities

are

administered

by

a

lending

agent

in

accordance

with

a

securities

lending

agreement.

Security

loans

generally

do

not

have

stated

maturity

dates,

and

the

fund

may

recall

a

security

at

any

time.

The

fund

receives

collateral

in

the

form

of

cash

or

U.S.

government

securities.

Collateral

is

maintained

over

the

life

of

the

loan

in

an

amount

not

less

than

the

value

of

loaned

securities;

any

additional

collateral

required

due

to

changes

in

security

values

is

delivered

to

the

fund

the

next

business

day.

Cash

collateral

is

invested

in

accordance

with

investment

guidelines

approved

by

fund

management.

Additionally,

the

lending

agent

indemnifies

the

fund

against

losses

resulting

from

borrower

default.

Although

risk

is

mitigated

by

the

collateral

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24

and

indemnification,

the

fund

could

experience

a

delay

in

recovering

its

securities

and

a

possible

loss

of

income

or

value

if

the

borrower

fails

to

return

the

securities,

collateral

investments

decline

in

value,

and

the

lending

agent

fails

to

perform.

Securities

lending

revenue

consists

of

earnings

on

invested

collateral

and

borrowing

fees,

net

of

any

rebates

to

the

borrower,

compensation

to

the

lending

agent,

and

other

administrative

costs.

In

accordance

with

GAAP,

investments

made

with

cash

collateral

are

reflected

in

the

accompanying

financial

statements,

but

collateral

received

in

the

form

of

securities

is

not.

At

December

31,

2024,

the

value

of

loaned

securities

was

$93,931,000;

the

value

of

cash

collateral

and

related

investments

was

$95,555,000.

Other 

Purchases

and

sales

of

portfolio

securities

other

than

in-kind

transactions,

if

any,

and short-term securities

aggregated $10,810,511,000 and

$10,807,406,000,

respectively,

for

the

year ended

December

31,

2024. 

NOTE

4

-

FEDERAL

INCOME

TAXES

Generally,

no

provision

for

federal

income

taxes

is

required

since

the

fund

intends

to continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

The

fund

files

U.S.

federal,

state,

and

local

tax

returns

as

required.

The

fund’s

tax

returns

are

subject

to

examination

by

the

relevant

tax

authorities

until

expiration

of

the

applicable

statute

of

limitations,

which

is

generally

three

years

after

the

filing

of

the

tax

return

but

which

can

be

extended

to

six

years

in

certain

circumstances.

Tax

returns

for

open

years

have

incorporated

no

uncertain

tax

positions

that

require

a

provision

for

income

taxes.

Capital

accounts

within

the

financial

reporting

records

are

adjusted

for

permanent

book/tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

permanent

book/tax

adjustments,

if

any,

have

no

impact

on

results

of

operations

or

net

assets.

The

permanent

book/tax

adjustments

relate

primarily

to

redemptions

in

kind

and

deemed

distributions

on

shareholder

redemptions.

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The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

At

December

31,

2024,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were as

follows:

At

December

31,

2024,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

Temporary

differences

between

book-basis

and

tax-basis

components

of

total

distributable

earnings

(loss)

arise

when

certain

items

of

income,

gain,

or

loss

are

recognized

in

different

periods

for

financial

statement

purposes

versus

for

tax

purposes;

these

differences

will

reverse

in

a

subsequent

reporting

period.

The

temporary

differences

relate

primarily

to

the

deferral

of

losses

from

wash

sales.

During

the

year

ended

December

31,

2024,

the

fund

utilized

$9,023,000

of

capital

loss

carryforwards.

($000s)

December

31,

2024

December

31,

2023

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

464,979‌

$

136,816‌

Long-term

capital

gain

832,485‌

—‌

Total

distributions

$

1,297,464‌

$

136,816‌

($000s)

Cost

of

investments

$

14,526,775‌

Unrealized

appreciation

$

5,221,949‌

Unrealized

depreciation

(341,506‌)

Net

unrealized

appreciation

(depreciation)

$

4,880,443‌

($000s)

Undistributed

ordinary

income

$

42,142‌

Undistributed

long-term

capital

gain

136,401‌

Net

unrealized

appreciation

(depreciation)

4,880,443‌

Total

distributable

earnings

(loss)

$

5,058,986‌

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

26

NOTE

5

-

FOREIGN TAXES

The

fund

is

subject

to

foreign

income

taxes

imposed

by

certain

countries

in

which

it

invests.

Additionally,

capital

gains

realized

upon

disposition

of

securities

issued

in

or

by

certain

foreign

countries

are

subject

to

capital

gains

tax

imposed

by

those

countries.

All

taxes

are

computed

in

accordance

with

the

applicable

foreign

tax

law,

and,

to

the

extent

permitted,

capital

losses

are

used

to

offset

capital

gains.

Taxes

attributable

to

income

are

accrued

by

the

fund

as

a

reduction

of

income.

Current

and

deferred

tax

expense

attributable

to

capital

gains

is

reflected

as

a

component

of

realized

or

change

in

unrealized

gain/

loss

on

securities

in

the

accompanying

financial

statements.

To

the

extent

that

the

fund

has

country

specific

capital

loss

carryforwards,

such

carryforwards

are

applied

against

net

unrealized

gains

when

determining

the

deferred

tax

liability.

Any

deferred

tax

liability

incurred

by

the

fund

is

included

in

either

Other

liabilities

or

Deferred

tax

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

NOTE

6

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

(Price

Group).

The

investment

management

agreement

between

the

fund

and

Price

Associates

provides

for

an

annual

investment

management

fee,

which

is

computed

daily

and

paid

monthly. The

fee

consists

of

an

individual

fund

fee,

equal

to

0.25%

of

the

fund’s

average

daily

net

assets,

and

a

group

fee.

The

group

fee

rate

is

calculated

based

on

the

combined

net

assets

of

certain

mutual

funds

sponsored

by

Price

Associates

(the

group)

applied

to

a

graduated

fee

schedule,

with

rates

ranging

from

0.48%

for

the

first

$1

billion

of

assets

to

0.260%

for

assets

in

excess

of

$845

billion.

The

fund’s

group

fee

is

determined

by

applying

the

group

fee

rate

to

the

fund’s

average

daily

net

assets. At

December

31,

2024,

the

effective

annual

group

fee

rate

was

0.28%.

The Investor

Class and Advisor

Class are

each

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

dates

indicated

in

the

table

below.

This

agreement

will

continue

through

the

expense

limitation

dates

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

During

the

limitation

period,

Price

Associates

is required

to

waive

or

pay

any

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

that

would

otherwise

cause

the class’s ratio

of

annualized

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

27

total

expenses

to

average

net

assets

(net

expense

ratio)

to

exceed

its

expense

limitation.

Each

class

is

required

to

repay

Price

Associates

for

expenses

previously

waived/paid

to

the

extent

the

class’s net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the class’s net

expense

ratio

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

expense

limitation

in

place

at

the

time

such

amounts

were

waived;

or

(2)

the class’s

current

expense

limitation.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

The

I

Class

is

also

subject

to

an

operating

expense

limitation

(I

Class

Limit)

pursuant

to

which

Price

Associates

is

contractually

required

to

pay

all

operating

expenses

of

the

I

Class,

excluding

management

fees;

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage; non-recurring,

extraordinary expenses; and

acquired

fund

fees

and

expenses, to

the

extent

such

operating

expenses,

on

an

annualized

basis,

exceed

the

I

Class

Limit. This

agreement

will

continue

through

the

expense

limitation

date

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

The

I

Class

is

required

to

repay

Price

Associates

for

expenses

previously

paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

operating

expenses

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

I

Class

Limit

in

place

at

the

time

such

amounts

were

paid;

or

(2)

the

current

I

Class

Limit.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

The

Z

Class

is

also

subject

to

a

contractual

expense

limitation

agreement

whereby

Price

Associates

has

agreed

to

waive

and/or

bear

all

of

the

Z

Class’

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

in

their

entirety.

This

fee

waiver

and/or

expense

reimbursement

arrangement

is

expected

to

remain

in

place

indefinitely,

and

the

agreement

may

only

be

amended

or

terminated

with

approval

by

the

fund’s

Board.

Expenses

of

the

fund

waived/paid

by

the

manager

are

not

subject

to

later

repayment

by

the

fund.

Pursuant

to

these

agreements,

expenses

were waived/paid

by

and/or

repaid

to

Price

Associates

during

the year

ended December

31,

2024 as

indicated

in

the

table

below.

Including

these

amounts,

expenses

previously

waived/paid

by

Price

Associates

in

the

amount

of $2,693,000 remain

subject

to

repayment

by

the

fund

at

December

31,

2024. Any

repayment

of

expenses

previously

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

28

waived/paid

by

Price

Associates

during

the

period

would

be

included

in

the

net

investment

income

and

expense

ratios

presented

on

the

accompanying

Financial

Highlights.

In

addition,

the

fund

has

entered

into

service

agreements

with

Price

Associates

and

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

Investor

Class

and

Advisor

Class.

For

the

year

ended

December

31,

2024,

expenses

incurred

pursuant

to

these

service

agreements

were

$117,000

for

Price

Associates;

$1,721,000

for

T.

Rowe

Price

Services,

Inc.;

and

$137,000

for

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

All

amounts

due

to

and

due

from

Price,

exclusive

of

investment

management

fees

payable,

are

presented

net

on

the

accompanying

Statement

of

Assets

and

Liabilities.

T.

Rowe

Price

Investment

Services,

Inc.

(Investment

Services)

serves

as

distributor

to

the

fund.

Pursuant

to

an

underwriting

agreement,

no

compensation

for

any

distribution

services

provided

is

paid

to

Investment

Services

by

the

fund

(except

for

12b-1

fees

under

a

Board-approved

Rule

12b-1

plan).

Additionally,

the

fund

is

one

of

several

mutual

funds

in

which

certain

college

savings

plans

managed

by

Price

Associates invests.

As

approved

by

the

fund’s

Board

of

Directors,

shareholder

servicing

costs

associated

with

each

college

savings

plan

are

borne

by

the

fund

in

proportion

to

the

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Price

has

agreed

to waive/reimburse

shareholder

servicing

costs in

excess

of

0.05%

of

the

fund’s

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Any

amounts

waived/

paid

by

Price

under

this

voluntary

agreement

are

not

subject

to

repayment

by

the

fund.

Price

may

amend

or

terminate

this

voluntary

arrangement

at

any

Investor

Class

Advisor

Class

I

Class

Z

Class

Expense

limitation/I

Class

Limit

0.64%

1.13%

0.05%

0.00%

Expense

limitation

date

02/28/27

02/28/27

02/28/27

N/A

(Waived)/repaid

during

the

period

($000s)

$(752)

$—

$—

$(78,167)

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

29

time

without

prior

notice.

For

the

year ended

December

31,

2024,

the

fund

was

charged $184,000 for

shareholder

servicing

costs

related

to

the

college

savings

plans, of

which

$35,000

was

for

services

provided

by

Price.

All

amounts

due

to

and

due

from

Price,

exclusive

of

investment

management

fees

payable,

are

presented

net

on

the

accompanying

Statement

of

Assets

and

Liabilities. At

December

31,

2024,

approximately

26%

of

the

outstanding

shares

of

the

I

Class

were

held

by

college

savings

plans.

Mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

(collectively,

Price

Funds

and

accounts)

may

invest

in

the

fund.

No

Price

fund

or

account

may

invest

for

the

purpose

of

exercising

management

or

control

over

the

fund.

At

December

31,

2024, 100%

of

the

Z

Class's

outstanding

shares

were

held

by

Price

Funds

and

accounts.

The fund

may

invest

its

cash

reserves

in

certain

open-end

management

investment

companies

managed

by

Price

Associates

and

considered

affiliates

of

the

fund:

the

T.

Rowe

Price

Government

Reserve

Fund

or

the

T.

Rowe

Price

Treasury

Reserve

Fund,

organized

as

money

market

funds

(together,

the

Price

Reserve

Funds).

The

Price

Reserve

Funds

are

offered

as

short-term

investment

options

to

mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

and

are

not

available

for

direct

purchase

by

members

of

the

public.

Cash

collateral

from

securities

lending,

if

any,

is

invested

in

the

T.

Rowe

Price

Government

Reserve Fund. The

Price

Reserve

Funds

pay

no

investment

management

fees.

The fund may

participate

in

securities

purchase

and

sale

transactions

with

other

funds

or

accounts

advised

by

Price

Associates

(cross

trades),

in

accordance

with

procedures

adopted

by the

fund’s

Board

and

Securities

and

Exchange

Commission

rules,

which

require,

among

other

things,

that

such

purchase

and

sale

cross

trades

be

effected

at

the

independent

current

market

price

of

the

security.

During

the

year

ended

December

31,

2024,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

NOTE

7

-

SEGMENT

REPORTING

Operating

segments

are

defined

as

components

of

a

company

that

engage

in

business

activities

and

for

which

discrete

financial

information

is

available

and

regularly

reviewed

by

the

chief

operating

decision

maker

(CODM)

in

deciding

how

to

allocate

resources

and

assess

performance.

The

Management

Committee

of

Price

Associates

acts

as

the

fund’s

CODM.

The

fund

makes

investments

in

accordance

with

its

investment

objective

as

outlined

in

the

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

30

Prospectus

and

is

considered

one

reportable

segment

because

the

CODM

allocates

resources

and

assesses

the

operating

results

of

the

fund

on

the

whole.

The

fund’s

revenue

is

derived

from

investments

in

portfolio

of

securities.

The

CODM

allocates

resources

and

assesses

performance

based

on

the

operating

results

of

the

fund,

which

is

consistent

with

the

results

presented

in

the

statement

of

operations,

statement

of

changes

in

net

assets

and

financial

highlights.

The

CODM

compares

the

fund’s

performance

to

its

benchmark

index

and

evaluates

the

positioning

of

the

fund

in

relation

to

its

investment

objective.

The

measure

of

segment

assets

is

net

assets

of

the

fund

which

is

disclosed

in

the

statement

of

assets

and

liabilities.

The

accounting

policies

of

the

segment

are

the

same

as

those

described

in

the

summary

of

significant

accounting

policies.

The

financial

statements

include

all

details

of

the

segment

assets,

segment

revenue

and

expenses;

and

reflect

the

financial

results

of

the

segment.

NOTE

8

-

INTERFUND

LENDING

PROGRAM

Price

Associates

has

developed

and

manages

an

interfund

lending

program

that

provides

temporary

liquidity

to

the

T.

Rowe

Price-sponsored

mutual

funds.

The

program

permits

the

borrowing

and

lending

of

cash

between

the

fund

and

other

T.

Rowe

Price-sponsored

mutual

funds

at

rates

beneficial

to

both

the

borrowing

and

lending

funds.

Pursuant

to

program

guidelines,

the

fund

may

lend

up

to

15%

of

its

net

assets,

and

no

more

than

5%

of

its

net

assets

may

be

lent

to

any

one

borrower.

Loans

totaling

10%

or

more

of

a

borrowing

fund’s

total

assets

require

collateralization

at

102%

of

the

value

of

the

loan;

loans

of

less

than

10%

are

unsecured.

During

the

year ended

December

31,

2024,

the

fund

earned $1,000

in

interest

income

related

to

loans

made

to

other

funds

on

one day

in

the

average

amount

of

$3,400,000

and

at

an

average

annual

rate

of

6.91%.

At

December

31,

2024,

there

were

no

loans

outstanding.

NOTE

9

-

OTHER

MATTERS

Unpredictable environmental,

political,

social

and

economic

events,

including

but

not

limited

to,

environmental

or

natural

disasters,

war

and

conflict

(including

Russia’s

military

invasion

of

Ukraine

and

the

conflict

in

Israel,

Gaza

and

surrounding

areas),

terrorism,

geopolitical

developments

(including

trading

and

tariff

arrangements,

sanctions

and

cybersecurity

attacks),

and

public

health

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

31

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

U.S.

Large-Cap

Core

Fund

32

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Directors

and

Shareholders

of

T.

Rowe

Price

U.S.

Large-

Cap

Core

Fund,

Inc.

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

portfolio

of

investments,

of

T.

Rowe

Price

U.S.

Large-Cap

Core

Fund,

Inc.

(the

"Fund")

as

of

December

31,

2024,

the

related

statement

of

operations

for

the

year

ended

December

31,

2024,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2024,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

periods

indicated

therein

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

December

31,

2024,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2024

and

the

financial

highlights

for

each

of

the

periods

indicated

therein,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

33

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2024

by

correspondence

with

the

custodian,

transfer

agent

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.   

/s/

PricewaterhouseCoopers

LLP

Baltimore,

Maryland

February

18,

2025

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

(continued)

T.

ROWE

PRICE

U.S.

Large-Cap

Core

Fund

34

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 12/31/24

We

are

providing

this

information

as

required

by

the

Internal

Revenue

Code.

The

amounts

shown

may

differ

from

those

elsewhere

in

this

report

because

of

differences

between

tax

and

financial

reporting

requirements.

The

fund’s

distributions

to

shareholders

included:

$911,129,000

from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%

For

nonresident

alien

shareholders,

100%

of

short-term

capital

gain

dividends

distributed

by

the

fund

for

the

fiscal

year

are

qualified

short-term

capital

gains. 

For

taxable

non-corporate

shareholders,

$210,904,000

of

the

fund's

income

represents

qualified

dividend

income

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

For

corporate

shareholders,

$197,782,000

of

the

fund's

income

qualifies

for

the

dividends-received

deduction.

For

individuals

and

certain

trusts

and

estates

which

are

entitled

to

claim

a

deduction

of

up

to

20%

of

their

combined

qualified

real

estate

investment

trust

(REIT)

dividends,

$5,598,000

of

the

fund's

income

qualifies

as

qualified

real

estate

investment

trust

(REIT)

dividends.

100

East

Pratt

Street

Baltimore,

MD

21202

T.

Rowe

Price

Investment

Services,

Inc.

Call

1-800-225-5132

to

request

a

prospectus

or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

information

that

you

should

read

and

consider

carefully

before

investing.

F190-050

2/25

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not applicable.

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

Not applicable.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

Remuneration paid to Directors is included in Item 7 of this Form N-CSR.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

If applicable, see Item 7.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 15. Submission of Matters to a Vote of Security Holders.

There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.

Item 16. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b) The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 18. Recovery of Erroneously Awarded Compensation.

Not applicable.

Item 19. Exhibits.

(a)(1)	The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is attached.
(2)	Listing standards relating to recovery of erroneously awarded compensation: not applicable.
(3)	Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
(b)	A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

T. Rowe Price U.S. Large-Cap Core Fund, Inc.
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 18, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 18, 2025

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