T. Rowe Price International Value Equity Fund (TRIGX) 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: 811-02958

T. Rowe Price International Funds, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, MD 21202

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

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

Date of fiscal year end: October 31

Date of reporting period: October 31, 2024

Item 1. Reports to Shareholders

  (a) Report pursuant to Rule 30e-1

Annual Shareholder Report

October 31, 2024

Overseas Stock Fund

Investor Class (TROSX)

This annual shareholder report contains important information about Overseas Stock Fund (the "fund") for the period of November 1, 2023 to October 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
Overseas Stock Fund - Investor Class	$87	0.79%

What drove fund performance during the past 12 months?

• Non-U.S. developed markets stocks recorded a double-digit return over the 12-month reporting period as anticipation of interest rate cuts by the Federal Reserve and other central banks outweighed concerns about rising geopolitical tensions and persistent inflation in many markets. Emerging markets stocks also recorded strong gains. 

• Information technology (IT) contributed the most to relative performance versus the MSCI EAFE Index Net due to favorable stock selection. The fund’s positions in semiconductor-related companies whose shares rallied amid investor enthusiasm for companies exposed to artificial intelligence proved helpful. An overweight to the IT sector, which outpaced the benchmark, also added value. The real estate sector helped relative returns owing to positive stock selection.

• The materials sector detracted significantly from relative performance due to adverse stock selection. Negative stock selection in the communication services sector also weighed on relative returns.

• The fund’s investment process relies on in-depth fundamental research to identify reasonably priced companies that appear to offer the most compelling trade-off between valuation and growth prospects. Sector and regional allocations are primarily driven by bottom-up stock selection, but are also informed by broader views. IT remained a key overweight, primarily in semiconductors and technology hardware. Conversely, industrials and business services was the largest underweight sector at period-end.

How has the fund performed?

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

	Investor Class	Regulatory/Strategy Benchmark
2014	10,000	10,000
2015	9,816	9,833
2015	10,643	10,681
2015	10,447	10,540
2015	9,837	9,993
2016	8,947	9,003
2016	9,485	9,686
2016	9,537	9,746
2016	9,643	9,671
2017	10,136	10,087
2017	10,835	10,780
2017	11,718	11,478
2017	12,202	11,937
2018	13,054	12,871
2018	12,561	12,344
2018	12,452	12,213
2018	11,136	11,119
2019	11,289	11,260
2019	11,935	11,947
2019	11,595	11,895
2019	12,308	12,347
2020	12,550	12,623
2020	10,526	10,592
2020	11,798	11,696
2020	11,648	11,500
2021	14,067	13,752
2021	15,311	14,816
2021	15,440	15,241
2021	15,792	15,430
2022	15,509	14,718
2022	13,871	13,609
2022	13,417	13,059
2022	12,209	11,881
2023	14,534	14,302
2023	14,718	14,755
2023	15,305	15,252
2023	13,665	13,592
2024	15,334	15,733
2024	15,860	16,124
2024	16,786	16,962
2024	16,486	16,714

202411-4029887, 202412-3916202

F165-052 12/24

Average Annual Total Returns

	1 Year	5 Years	10 Years
Overseas Stock Fund (Investor Class)	20.64%	6.02%	5.13%
MSCI EAFE Index Net (Regulatory/Strategy Benchmark)	22.97	6.24	5.27

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)$22,758,410
• Number of Portfolio Holdings152

• Investment Advisory Fees Paid (000s)$79,855
• Portfolio Turnover Rate8.7%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Financials	21.5%
Industrials & Business Services	15.3
Health Care	13.6
Information Technology	12.1
Consumer Discretionary	10.7
Consumer Staples	8.3
Materials	5.7
Communication Services	3.9
Energy	3.4
Other	5.5

Top Ten Holdings (as a % of Net Assets)

Taiwan Semiconductor Manufacturing	2.7%
Siemens	2.6
Nestle	2.2
Unilever	2.1
Muenchener Rueckversicherungs-Gesellschaft	1.8
AstraZeneca	1.7
AXA	1.6
Broadcom	1.6
Novo Nordisk	1.6
ASML Holding	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.

MSCI does 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.

Overseas Stock Fund 

Investor Class (TROSX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

October 31, 2024

Overseas Stock Fund

Advisor Class (PAEIX)

This annual shareholder report contains important information about Overseas Stock Fund (the "fund") for the period of November 1, 2023 to October 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
Overseas Stock Fund - Advisor Class	$118	1.07%

What drove fund performance during the past 12 months?

• Non-U.S. developed markets stocks recorded a double-digit return over the 12-month reporting period as anticipation of interest rate cuts by the Federal Reserve and other central banks outweighed concerns about rising geopolitical tensions and persistent inflation in many markets. Emerging markets stocks also recorded strong gains. 

• Information technology (IT) contributed the most to relative performance versus the MSCI EAFE Index Net due to favorable stock selection. The fund’s positions in semiconductor-related companies whose shares rallied amid investor enthusiasm for companies exposed to artificial intelligence proved helpful. An overweight to the IT sector, which outpaced the benchmark, also added value. The real estate sector helped relative returns owing to positive stock selection.

• The materials sector detracted significantly from relative performance due to adverse stock selection. Negative stock selection in the communication services sector also weighed on relative returns.

• The fund’s investment process relies on in-depth fundamental research to identify reasonably priced companies that appear to offer the most compelling trade-off between valuation and growth prospects. Sector and regional allocations are primarily driven by bottom-up stock selection, but are also informed by broader views. IT remained a key overweight, primarily in semiconductors and technology hardware. Conversely, industrials and business services was the largest underweight sector at period-end.

How has the fund performed?

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

	Advisor Class	Regulatory/Strategy Benchmark
8/28/15	10,000	10,000
10/31/15	10,021	10,170
1/31/16	9,103	9,163
4/30/16	9,641	9,857
7/31/16	9,695	9,918
10/31/16	9,802	9,842
1/31/17	10,284	10,265
4/30/17	10,999	10,971
7/31/17	11,868	11,681
10/31/17	12,363	12,148
1/31/18	13,222	13,098
4/30/18	12,718	12,562
7/31/18	12,595	12,428
10/31/18	11,252	11,316
1/31/19	11,395	11,459
4/30/19	12,042	12,158
7/31/19	11,695	12,105
10/31/19	12,400	12,565
1/31/20	12,647	12,846
4/30/20	10,596	10,779
7/31/20	11,869	11,903
10/31/20	11,716	11,703
1/31/21	14,133	13,995
4/30/21	15,373	15,078
7/31/21	15,492	15,510
10/31/21	15,826	15,703
1/31/22	15,528	14,978
4/30/22	13,871	13,850
7/31/22	13,406	13,290
10/31/22	12,203	12,091
1/31/23	14,505	14,554
4/30/23	14,675	15,016
7/31/23	15,259	15,522
10/31/23	13,617	13,833
1/31/24	15,259	16,011
4/30/24	15,767	16,409
7/31/24	16,684	17,262
10/31/24	16,374	17,010

202411-4029887, 202412-3916202

F225-052 12/24

Average Annual Total Returns

	1 Year	5 Years	Since Inception 8/28/15
Overseas Stock Fund (Advisor Class)	20.25%	5.72%	5.52%
MSCI EAFE Index Net (Regulatory/Strategy Benchmark)	22.97	6.24	5.96

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)$22,758,410
• Number of Portfolio Holdings152

• Investment Advisory Fees Paid (000s)$79,855
• Portfolio Turnover Rate8.7%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Financials	21.5%
Industrials & Business Services	15.3
Health Care	13.6
Information Technology	12.1
Consumer Discretionary	10.7
Consumer Staples	8.3
Materials	5.7
Communication Services	3.9
Energy	3.4
Other	5.5

Top Ten Holdings (as a % of Net Assets)

Taiwan Semiconductor Manufacturing	2.7%
Siemens	2.6
Nestle	2.2
Unilever	2.1
Muenchener Rueckversicherungs-Gesellschaft	1.8
AstraZeneca	1.7
AXA	1.6
Broadcom	1.6
Novo Nordisk	1.6
ASML Holding	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.

MSCI does 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.

Overseas Stock Fund 

Advisor Class (PAEIX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

October 31, 2024

Overseas Stock Fund

I Class (TROIX)

This annual shareholder report contains important information about Overseas Stock Fund (the "fund") for the period of November 1, 2023 to October 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
Overseas Stock Fund - I Class	$74	0.67%

What drove fund performance during the past 12 months?

• Non-U.S. developed markets stocks recorded a double-digit return over the 12-month reporting period as anticipation of interest rate cuts by the Federal Reserve and other central banks outweighed concerns about rising geopolitical tensions and persistent inflation in many markets. Emerging markets stocks also recorded strong gains. 

• Information technology (IT) contributed the most to relative performance versus the MSCI EAFE Index Net due to favorable stock selection. The fund’s positions in semiconductor-related companies whose shares rallied amid investor enthusiasm for companies exposed to artificial intelligence proved helpful. An overweight to the IT sector, which outpaced the benchmark, also added value. The real estate sector helped relative returns owing to positive stock selection.

• The materials sector detracted significantly from relative performance due to adverse stock selection. Negative stock selection in the communication services sector also weighed on relative returns.

• The fund’s investment process relies on in-depth fundamental research to identify reasonably priced companies that appear to offer the most compelling trade-off between valuation and growth prospects. Sector and regional allocations are primarily driven by bottom-up stock selection, but are also informed by broader views. IT remained a key overweight, primarily in semiconductors and technology hardware. Conversely, industrials and business services was the largest underweight sector at period-end.

How has the fund performed?

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

	I Class	Regulatory/Strategy Benchmark
8/28/15	500,000	500,000
10/31/15	501,579	508,493
1/31/16	456,234	458,126
4/30/16	483,640	492,864
7/31/16	486,864	495,913
10/31/16	492,238	492,086
1/31/17	517,464	513,245
4/30/17	553,836	548,526
7/31/17	598,473	584,028
10/31/17	623,823	607,419
1/31/18	668,071	654,924
4/30/18	642,786	628,114
7/31/18	637,729	621,423
10/31/18	570,304	565,784
1/31/19	578,761	572,974
4/30/19	611,883	607,910
7/31/19	595,032	605,263
10/31/19	631,059	628,268
1/31/20	644,061	642,297
4/30/20	540,180	538,964
7/31/20	605,477	595,140
10/31/20	598,353	585,142
1/31/21	722,547	699,736
4/30/21	787,136	753,902
7/31/21	793,776	775,522
10/31/21	811,884	785,146
1/31/22	797,339	748,906
4/30/22	713,668	692,493
7/31/22	690,289	664,488
10/31/22	628,766	604,571
1/31/23	748,869	727,723
4/30/23	758,325	750,813
7/31/23	789,212	776,087
10/31/23	704,744	691,635
1/31/24	790,473	800,568
4/30/24	817,575	820,471
7/31/24	865,971	863,092
10/31/24	851,130	850,476

202411-4029887, 202412-3916202

F521-052 12/24

Average Annual Total Returns

	1 Year	5 Years	Since Inception 8/28/15
Overseas Stock Fund (I Class)	20.77%	6.17%	5.97%
MSCI EAFE Index Net (Regulatory/Strategy Benchmark)	22.97	6.24	5.96

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)$22,758,410
• Number of Portfolio Holdings152

• Investment Advisory Fees Paid (000s)$79,855
• Portfolio Turnover Rate8.7%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Financials	21.5%
Industrials & Business Services	15.3
Health Care	13.6
Information Technology	12.1
Consumer Discretionary	10.7
Consumer Staples	8.3
Materials	5.7
Communication Services	3.9
Energy	3.4
Other	5.5

Top Ten Holdings (as a % of Net Assets)

Taiwan Semiconductor Manufacturing	2.7%
Siemens	2.6
Nestle	2.2
Unilever	2.1
Muenchener Rueckversicherungs-Gesellschaft	1.8
AstraZeneca	1.7
AXA	1.6
Broadcom	1.6
Novo Nordisk	1.6
ASML Holding	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.

MSCI does 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.

Overseas Stock Fund 

I Class (TROIX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

October 31, 2024

Overseas Stock Fund

Z Class (TRZSX)

This annual shareholder report contains important information about Overseas Stock Fund (the "fund") for the period of November 1, 2023 to October 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
Overseas Stock Fund - Z Class	$0	0.00%

What drove fund performance during the past 12 months?

• Non-U.S. developed markets stocks recorded a double-digit return over the 12-month reporting period as anticipation of interest rate cuts by the Federal Reserve and other central banks outweighed concerns about rising geopolitical tensions and persistent inflation in many markets. Emerging markets stocks also recorded strong gains. 

• Information technology (IT) contributed the most to relative performance versus the MSCI EAFE Index Net due to favorable stock selection. The fund’s positions in semiconductor-related companies whose shares rallied amid investor enthusiasm for companies exposed to artificial intelligence proved helpful. An overweight to the IT sector, which outpaced the benchmark, also added value. The real estate sector helped relative returns owing to positive stock selection.

• The materials sector detracted significantly from relative performance due to adverse stock selection. Negative stock selection in the communication services sector also weighed on relative returns.

• The fund’s investment process relies on in-depth fundamental research to identify reasonably priced companies that appear to offer the most compelling trade-off between valuation and growth prospects. Sector and regional allocations are primarily driven by bottom-up stock selection, but are also informed by broader views. IT remained a key overweight, primarily in semiconductors and technology hardware. Conversely, industrials and business services was the largest underweight sector at period-end.

How has the fund performed?

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

	Z Class	Regulatory/Strategy Benchmark
3/16/20	10,000	10,000
4/30/20	12,050	11,700
7/31/20	13,532	12,919
10/31/20	13,386	12,702
1/31/21	16,194	15,190
4/30/21	17,679	16,365
7/31/21	17,854	16,835
10/31/21	18,286	17,044
1/31/22	18,002	16,257
4/30/22	16,134	15,032
7/31/22	15,635	14,424
10/31/22	14,266	13,124
1/31/23	17,010	15,797
4/30/23	17,252	16,298
7/31/23	17,981	16,847
10/31/23	16,081	15,014
1/31/24	18,077	17,378
4/30/24	18,724	17,810
7/31/24	19,855	18,736
10/31/24	19,547	18,462

202411-4029887, 202412-3916202

F1265-052 12/24

Average Annual Total Returns

	1 Year	Since Inception 3/16/20
Overseas Stock Fund (Z Class)	21.55%	15.58%
MSCI EAFE Index Net (Regulatory/Strategy Benchmark)	22.97	14.16

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)$22,758,410
• Number of Portfolio Holdings152

• Investment Advisory Fees Paid (000s)$79,855
• Portfolio Turnover Rate8.7%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Financials	21.5%
Industrials & Business Services	15.3
Health Care	13.6
Information Technology	12.1
Consumer Discretionary	10.7
Consumer Staples	8.3
Materials	5.7
Communication Services	3.9
Energy	3.4
Other	5.5

Top Ten Holdings (as a % of Net Assets)

Taiwan Semiconductor Manufacturing	2.7%
Siemens	2.6
Nestle	2.2
Unilever	2.1
Muenchener Rueckversicherungs-Gesellschaft	1.8
AstraZeneca	1.7
AXA	1.6
Broadcom	1.6
Novo Nordisk	1.6
ASML Holding	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.

MSCI does 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.

Overseas Stock Fund 

Z Class (TRZSX)

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	$	26,450	$	25,925
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 $846,000 and $1,584,000, 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

October

31,

2024

Financial

Statements

and

Other

Information

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

TROSX

Overseas

Stock

Fund

PAEIX

Overseas

Stock

Fund–

.

Advisor Class

TROIX

Overseas

Stock

Fund–

.

I Class

TRZSX

Overseas

Stock

Fund–

.

Z Class

T.

ROWE

PRICE

Overseas

Stock

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

.

10/31/24

10/31/23

10/31/22

10/31/21

10/31/20

NET

ASSET

VALUE

Beginning

of

period

$

11.17‌

$

10.21‌

$

13.46‌

$

10.07‌

$

10.87‌

Investment

activities

Net

investment

income

(1)(2)

0.28‌

0.29‌

0.27‌

0.24‌

0.16‌

Net

realized

and

unrealized

gain/loss

2.00‌

0.93‌

(3.27‌)

3.32‌

(0.72‌)

Total

from

investment

activities

2.28‌

1.22‌

(3.00‌)

3.56‌

(0.56‌)

Distributions

Net

investment

income

(0.28‌)

(0.25‌)

(0.25‌)

(0.17‌)

(0.24‌)

Net

realized

gain

—‌

(0.01‌)

—‌

—‌

—‌

Total

distributions

(0.28‌)

(0.26‌)

(0.25‌)

(0.17‌)

(0.24‌)

NET

ASSET

VALUE

End

of

period

$

13.17‌

$

11.17‌

$

10.21‌

$

13.46‌

$

10.07‌

Ratios/Supplemental

Data

Total

return

(2)(3)

20.64‌%

11.93‌%

(22.69‌)%

35.58‌%

(5.37‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/payments

by

Price

Associates

0.79‌%

0.78‌%

0.80‌%

0.77‌%

0.80‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.79‌%

0.78‌%

0.80‌%

0.77‌%

0.80‌%

Net

investment

income

2.15‌%

2.47‌%

2.26‌%

1.90‌%

1.57‌%

Portfolio

turnover

rate

8.7‌%

7.1‌%

5.0‌%

12.6‌%

13.4‌%

Net

assets,

end

of

period

(in

millions)

$5,503

$5,969

$4,556

$6,693

$4,171

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

Overseas

Stock

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

.

10/31/24

10/31/23

10/31/22

10/31/21

10/31/20

NET

ASSET

VALUE

Beginning

of

period

$

11.20‌

$

10.24‌

$

13.28‌

$

9.94‌

$

10.74‌

Investment

activities

Net

investment

income

(1)(2)

0.25‌

0.26‌

0.16‌

0.16‌

0.15‌

Net

realized

and

unrealized

gain/loss

2.00‌

0.93‌

(3.20‌)

3.31‌

(0.72‌)

Total

from

investment

activities

2.25‌

1.19‌

(3.04‌)

3.47‌

(0.57‌)

Distributions

Net

investment

income

(0.24‌)

(0.22‌)

—‌

(0.13‌)

(0.23‌)

Net

realized

gain

—‌

(0.01‌)

—‌

—‌

—‌

Total

distributions

(0.24‌)

(0.23‌)

—‌

(0.13‌)

(0.23‌)

NET

ASSET

VALUE

End

of

period

$

13.21‌

$

11.20‌

$

10.24‌

$

13.28‌

$

9.94‌

Ratios/Supplemental

Data

Total

return

(2)(3)

20.25‌%

11.59‌%

(22.89‌)%

35.08‌%

(5.52‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/payments

by

Price

Associates

1.07‌%

1.07‌%

1.04‌%

1.05‌%

1.07‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.07‌%

1.07‌%

1.04‌%

1.05‌%

1.07‌%

Net

investment

income

1.91‌%

2.20‌%

1.57‌%

1.24‌%

1.48‌%

Portfolio

turnover

rate

8.7‌%

7.1‌%

5.0‌%

12.6‌%

13.4‌%

Net

assets,

end

of

period

(in

thousands)

$461,718

$420,377

$412,647

$11,204

$53,263

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

Overseas

Stock

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

.

10/31/24

10/31/23

10/31/22

10/31/21

10/31/20

NET

ASSET

VALUE

Beginning

of

period

$

11.18‌

$

10.22‌

$

13.45‌

$

10.08‌

$

10.86‌

Investment

activities

Net

investment

income

(1)(2)

0.30‌

0.31‌

0.29‌

0.26‌

0.17‌

Net

realized

and

unrealized

gain/loss

2.00‌

0.93‌

(3.27‌)

3.31‌

(0.71‌)

Total

from

investment

activities

2.30‌

1.24‌

(2.98‌)

3.57‌

(0.54‌)

Distributions

Net

investment

income

(0.29‌)

(0.27‌)

(0.25‌)

(0.20‌)

(0.24‌)

Net

realized

gain

—‌

(0.01‌)

—‌

—‌

—‌

Total

distributions

(0.29‌)

(0.28‌)

(0.25‌)

(0.20‌)

(0.24‌)

NET

ASSET

VALUE

End

of

period

$

13.19‌

$

11.18‌

$

10.22‌

$

13.45‌

$

10.08‌

Ratios/Supplemental

Data

Total

return

(2)(3)

20.77‌%

12.08‌%

(22.55‌)%

35.69‌%

(5.18‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/payments

by

Price

Associates

0.67‌%

0.67‌%

0.67‌%

0.66‌%

0.66‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.67‌%

0.67‌%

0.67‌%

0.66‌%

0.66‌%

Net

investment

income

2.31‌%

2.61‌%

2.48‌%

2.00‌%

1.70‌%

Portfolio

turnover

rate

8.7‌%

7.1‌%

5.0‌%

12.6‌%

13.4‌%

Net

assets,

end

of

period

(in

millions)

$6,251

$5,257

$4,162

$5,047

$3,359

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

Overseas

Stock

Fund

Financial

Highlights

5

For

a

share

outstanding

throughout

each

period

Z

Class

(1)

..

Year

..

..

Ended

.

3/16/20

(1)

Through

10/31/20

10/31/24

10/31/23

10/31/22

10/31/21

NET

ASSET

VALUE

Beginning

of

period

$

11.26‌

$

10.31‌

$

13.55‌

$

10.12‌

$

7.56‌

Investment

activities

Net

investment

income

(2)(3)

0.39‌

0.39‌

0.37‌

0.34‌

0.17‌

Net

realized

and

unrealized

gain/loss

2.01‌

0.93‌

(3.28‌)

3.33‌

2.39‌

(4)

Total

from

investment

activities

2.40‌

1.32‌

(2.91‌)

3.67‌

2.56‌

Distributions

Net

investment

income

(0.36‌)

(0.36‌)

(0.33‌)

(0.24‌)

—‌

Net

realized

gain

—‌

(0.01‌)

—‌

—‌

—‌

Total

distributions

(0.36‌)

(0.37‌)

(0.33‌)

(0.24‌)

—‌

NET

ASSET

VALUE

End

of

period

$

13.30‌

$

11.26‌

$

10.31‌

$

13.55‌

$

10.12‌

T.

ROWE

PRICE

Overseas

Stock

Fund

Financial

Highlights

6

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

10/31/20

10/31/24

10/31/23

10/31/22

10/31/21

Ratios/Supplemental

Data

Total

return

(3)(5)

21.55‌%

12.73‌%

(21.99‌)%

36.60‌%

33.86‌%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

0.65‌%

0.66‌%

0.66‌%

0.65‌%

0.66‌%

(6)

Net

expenses

after

waivers/

payments

by

Price

Associates

0.00‌%

0.00‌%

0.00‌%

0.00‌%

0.00‌%

(6)

Net

investment

income

2.98‌%

3.28‌%

3.09‌%

2.66‌%

2.73‌%

(6)

Portfolio

turnover

rate

8.7‌%

7.1‌%

5.0‌%

12.6‌%

13.4‌%

Net

assets,

end

of

period

(in

millions)

$10,542

$9,294

$9,029

$11,078

$9,009

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)

The

amount

presented

is

inconsistent

with

the

fund's

aggregate

gains

and

losses

because

of

the

timing

of

sales

and

redemptions

of

fund

shares

in

relation

to

fluctuating

market

values

for

the

investment

portfolio.

(5)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(6)

Annualized

T.

ROWE

PRICE

Overseas

Stock

Fund

October

31,

2024

7

Portfolio

of

Investments

‡

Shares

$

Value

(

Cost

and

value

in

$000s)

‡

AUSTRALIA 3.9%

Common

Stocks 3.9% 

ANZ

Group

Holdings 

5,352,265‌

109,082‌

BHP

Group 

3,069,331‌

85,274‌

BHP

Group

(GBP) (1)

4,640,678‌

128,796‌

Challenger 

8,883,569‌

35,184‌

IGO 

12,026,571‌

41,199‌

Macquarie

Group 

871,018‌

131,825‌

Pilbara

Minerals (2)

35,212,532‌

65,220‌

Scentre

Group 

58,988,661‌

135,241‌

South32 

25,895,211‌

62,101‌

Worley 

11,005,769‌

101,063‌

Total

Australia

(Cost

$819,177)

894,985‌

BELGIUM 0.2%

Common

Stocks 0.2% 

Umicore (1)

3,084,210‌

37,132‌

Total

Belgium

(Cost

$94,191)

37,132‌

CANADA 3.8%

Common

Stocks 3.8% 

Brookfield 

2,806,615‌

148,822‌

Definity

Financial 

2,000,423‌

77,195‌

Element

Fleet

Management (1)

11,106,721‌

227,264‌

Magna

International

(USD) 

2,445,838‌

96,537‌

National

Bank

of

Canada 

2,193,851‌

209,246‌

Sun

Life

Financial 

2,079,249‌

115,286‌

Total

Canada

(Cost

$500,184)

874,350‌

CHILE 0.6%

Common

Stocks 0.6% 

Antofagasta

(GBP) 

6,513,583‌

145,491‌

Total

Chile

(Cost

$81,148)

145,491‌

CHINA 0.4%

Common

Stocks 0.4% 

Alibaba

Group

Holding,

ADR

(USD) 

452,302‌

44,317‌

T.

ROWE

PRICE

Overseas

Stock

Fund

8

Shares

$

Value

(Cost

and

value

in

$000s)

Tencent

Holdings

(HKD) 

1,016,400‌

52,997‌

Total

China

(Cost

$52,472)

97,314‌

DENMARK 1.9%

Common

Stocks 1.9% 

Genmab (2)

301,826‌

67,596‌

Novo

Nordisk,

Class

B 

3,239,035‌

363,307‌

Total

Denmark

(Cost

$376,597)

430,903‌

FINLAND 1.4%

Common

Stocks 1.4% 

Mandatum 

10,983,875‌

50,722‌

Sampo,

Class

A 

4,167,348‌

184,785‌

Stora

Enso,

Class

R 

6,703,826‌

74,811‌

Total

Finland

(Cost

$282,364)

310,318‌

FRANCE 10.9%

Common

Stocks 10.9% 

Air

Liquide 

1,139,430‌

204,301‌

AXA 

9,928,975‌

372,806‌

BNP

Paribas 

1,816,873‌

124,082‌

Edenred 

1,629,471‌

52,701‌

Engie 

12,224,451‌

204,900‌

EssilorLuxottica 

584,993‌

137,215‌

Kering 

262,905‌

65,666‌

L'Oreal 

446,526‌

167,523‌

Legrand 

1,763,221‌

199,012‌

Safran 

956,707‌

216,566‌

Sanofi 

3,385,821‌

357,813‌

Teleperformance 

526,202‌

55,778‌

TotalEnergies 

5,212,904‌

327,140‌

Total

France

(Cost

$1,888,085)

2,485,503‌

GERMANY 9.0%

Common

Stocks 8.6% 

BASF 

2,001,114‌

97,279‌

Bayer 

2,619,833‌

70,596‌

Covestro (2)

1,656,516‌

104,918‌

Fresenius (2)

1,642,542‌

59,970‌

T.

ROWE

PRICE

Overseas

Stock

Fund

9

Shares

$

Value

(Cost

and

value

in

$000s)

KION

Group 

1,772,455‌

68,820‌

Muenchener

Rueckversicherungs-Gesellschaft 

800,811‌

409,519‌

SAP 

1,529,926‌

357,215‌

Siemens 

3,075,317‌

598,303‌

Siemens

Healthineers 

3,565,279‌

186,124‌

1,952,744‌

Preferred

Stocks 0.4% 

Dr.

Ing.

h.c.

F.

Porsche (1)

1,322,803‌

93,073‌

93,073‌

Total

Germany

(Cost

$1,638,899)

2,045,817‌

HONG

KONG 0.9%

Common

Stocks 0.9% 

AIA

Group 

19,151,400‌

151,149‌

Samsonite

International 

20,407,200‌

47,955‌

Total

Hong

Kong

(Cost

$208,408)

199,104‌

INDIA 0.6%

Common

Stocks 0.6% 

HDFC

Bank 

6,578,946‌

135,228‌

Total

India

(Cost

$131,471)

135,228‌

IRELAND 0.4%

Common

Stocks 0.4% 

DCC

(GBP) 

1,478,411‌

93,530‌

Total

Ireland

(Cost

$88,163)

93,530‌

ITALY 2.8%

Common

Stocks 2.8% 

Intesa

Sanpaolo (1)

28,692,171‌

122,803‌

Moncler 

2,003,774‌

111,324‌

Prysmian 

3,698,410‌

261,013‌

UniCredit 

3,295,091‌

145,772‌

Total

Italy

(Cost

$378,591)

640,912‌

T.

ROWE

PRICE

Overseas

Stock

Fund

10

Shares

$

Value

(Cost

and

value

in

$000s)

JAPAN 18.2%

Common

Stocks 18.2% 

Asahi

Kasei 

8,430,200‌

58,157‌

Astellas

Pharma 

10,238,400‌

119,875‌

Central

Japan

Railway 

3,729,600‌

77,237‌

Chugai

Pharmaceutical 

2,574,200‌

122,484‌

CyberAgent 

10,045,200‌

65,572‌

Denso 

9,628,300‌

136,755‌

Electric

Power

Development 

5,140,300‌

85,902‌

Hamamatsu

Photonics 

4,227,500‌

55,899‌

Honda

Motor 

4,930,500‌

49,587‌

Isetan

Mitsukoshi

Holdings 

5,989,400‌

89,124‌

Kirin

Holdings 

3,279,400‌

48,281‌

LY 

20,046,400‌

54,682‌

Mitsubishi 

5,271,900‌

96,445‌

Mitsubishi

Electric 

10,632,500‌

187,053‌

Mitsubishi

HC

Capital 

8,176,100‌

54,749‌

Mitsubishi

UFJ

Financial

Group 

18,754,300‌

197,675‌

Mitsui

Fudosan 

20,378,700‌

173,878‌

Murata

Manufacturing 

4,031,200‌

70,430‌

Nippon

Telegraph

&

Telephone 

231,235,200‌

223,104‌

Nomura

Research

Institute 

3,374,900‌

100,955‌

Omron (1)

1,553,600‌

61,338‌

Panasonic

Holdings 

12,539,400‌

103,200‌

Recruit

Holdings 

2,919,100‌

178,248‌

Renesas

Electronics 

5,519,200‌

73,948‌

Seven

&

i

Holdings 

13,238,900‌

190,639‌

Shionogi 

3,025,800‌

43,217‌

SMC 

132,400‌

56,210‌

Sony

Group 

12,148,200‌

213,778‌

Stanley

Electric 

2,763,500‌

47,265‌

Sumitomo 

7,204,600‌

151,991‌

Sumitomo

Mitsui

Trust

Group 

3,108,934‌

68,180‌

Suzuki

Motor 

9,455,000‌

93,825‌

TechnoPro

Holdings 

4,471,600‌

79,811‌

THK 

2,697,500‌

44,534‌

Tokio

Marine

Holdings 

7,915,700‌

285,093‌

Tokyo

Electron 

737,600‌

108,540‌

Toyota

Motor (1)

14,400,100‌

248,119‌

Welcia

Holdings 

1,827,000‌

22,808‌

Total

Japan

(Cost

$3,341,303)

4,138,588‌

T.

ROWE

PRICE

Overseas

Stock

Fund

11

Shares

$

Value

(Cost

and

value

in

$000s)

LUXEMBOURG 0.4%

Common

Stocks 0.4% 

CVC

Capital

Partners (2)

4,710,896‌

98,821‌

Total

Luxembourg

(Cost

$74,416)

98,821‌

NETHERLANDS 5.7%

Common

Stocks 5.7% 

Adyen (2)

39,642‌

60,559‌

Akzo

Nobel 

1,539,806‌

98,260‌

Argenx,

ADR

(USD) (2)

210,404‌

123,360‌

ASML

Holding 

537,753‌

361,979‌

BE

Semiconductor

Industries 

506,943‌

53,962‌

Heineken 

1,889,238‌

154,949‌

ING

Groep 

14,884,406‌

252,594‌

Koninklijke

Philips (2)

7,147,444‌

188,041‌

Total

Netherlands

(Cost

$1,013,212)

1,293,704‌

NORWAY 2.9%

Common

Stocks 2.9% 

DNB

Bank 

12,813,966‌

265,543‌

Equinor 

9,858,795‌

234,267‌

Storebrand 

13,723,058‌

156,488‌

Total

Norway

(Cost

$514,973)

656,298‌

SINGAPORE 1.9%

Common

Stocks 1.9% 

DBS

Group

Holdings 

4,578,740‌

132,760‌

United

Overseas

Bank 

7,586,900‌

184,430‌

Wilmar

International 

45,967,900‌

110,956‌

Total

Singapore

(Cost

$332,696)

428,146‌

SOUTH

KOREA 1.6%

Common

Stocks 1.6% 

KT 

3,478,279‌

110,906‌

NAVER 

659,116‌

80,624‌

Samsung

Electronics 

3,824,499‌

162,392‌

Total

South

Korea

(Cost

$262,266)

353,922‌

T.

ROWE

PRICE

Overseas

Stock

Fund

12

Shares

$

Value

(Cost

and

value

in

$000s)

SPAIN 0.9%

Common

Stocks 0.9% 

Amadeus

IT

Group 

2,100,488‌

152,271‌

Puig

Brands,

Class

B (2)

2,353,116‌

54,279‌

Total

Spain

(Cost

$177,296)

206,550‌

SWEDEN 2.3%

Common

Stocks 2.3% 

Autoliv,

SDR 

1,270,720‌

118,574‌

Elekta,

Class

B 

9,677,553‌

58,298‌

Sandvik 

6,610,499‌

130,118‌

Svenska

Handelsbanken,

Class

A 

4,892,127‌

50,832‌

Telefonaktiebolaget

LM

Ericsson,

Class

B 

18,754,002‌

157,236‌

Total

Sweden

(Cost

$518,862)

515,058‌

SWITZERLAND 8.5%

Common

Stocks 8.5% 

ABB 

5,357,920‌

297,746‌

Alcon 

1,195,143‌

109,777‌

Barry

Callebaut (1)

29,112‌

51,059‌

Julius

Baer

Group 

2,340,961‌

142,732‌

Nestle 

5,334,460‌

504,067‌

Novartis 

3,156,527‌

342,503‌

Roche

Holding 

1,070,390‌

331,718‌

Zurich

Insurance

Group 

280,115‌

165,157‌

Total

Switzerland

(Cost

$1,416,798)

1,944,759‌

TAIWAN 2.8%

Common

Stocks 2.8% 

Largan

Precision 

501,000‌

35,090‌

Taiwan

Semiconductor

Manufacturing 

19,537,089‌

612,673‌

Total

Taiwan

(Cost

$131,455)

647,763‌

UNITED

KINGDOM 13.8%

Common

Stocks 13.8% 

Ashtead

Group 

704,994‌

52,739‌

AstraZeneca,

ADR

(USD) 

5,430,229‌

386,361‌

T.

ROWE

PRICE

Overseas

Stock

Fund

13

Shares

$

Value

(Cost

and

value

in

$000s)

Bridgepoint

Group 

18,688,740‌

75,602‌

BT

Group (1)

77,195,988‌

137,840‌

Bunzl 

3,148,074‌

138,593‌

Compass

Group 

8,251,996‌

267,995‌

Diageo 

4,377,303‌

135,179‌

Dowlais

Group 

31,692,462‌

20,061‌

Great

Portland

Estates 

11,424,917‌

46,349‌

Johnson

Matthey 

3,767,688‌

72,501‌

Kingfisher 

43,096,477‌

162,982‌

Melrose

Industries 

25,790,959‌

157,954‌

National

Grid 

16,550,936‌

207,816‌

Next 

1,378,269‌

174,371‌

Persimmon 

4,275,006‌

81,017‌

Shell,

ADR

(USD) 

3,422,395‌

231,183‌

Standard

Chartered 

14,457,775‌

167,658‌

Unilever 

7,701,467‌

469,805‌

WPP 

15,787,989‌

165,946‌

Total

United

Kingdom

(Cost

$2,791,650)

3,151,952‌

UNITED

STATES 2.5%

Common

Stocks 2.5% 

Broadcom 

2,193,738‌

372,431‌

NXP

Semiconductors 

789,649‌

185,173‌

Total

United

States

(Cost

$76,861)

557,604‌

SHORT-TERM

INVESTMENTS 1.6%

Money

Market

Funds 1.6%

T.

Rowe

Price

Government

Reserve

Fund,

4.86% (3)(4)

356,827,714‌

356,828‌

Total

Short-Term

Investments

(Cost

$356,828)

356,828‌

T.

ROWE

PRICE

Overseas

Stock

Fund

14

Shares

$

Value

(Cost

and

value

in

$000s)

SECURITIES

LENDING

COLLATERAL 1.4%

INVESTMENTS

IN

A

POOLED

ACCOUNT

THROUGH

SECURITIES

LENDING

PROGRAM

WITH

JPMORGAN

CHASE

BANK 1.4%

Money

Market

Funds 1.4%

T.

Rowe

Price

Government

Reserve

Fund,

4.86% (3)(4)

307,654,552‌

307,655‌

Total

Investments

in

a

Pooled

Account

through

Securities

Lending

Program

with

JPMorgan

Chase

Bank

307,655‌

Total

Securities

Lending

Collateral

(Cost

$307,655)

307,655‌

Total

Investments

in

Securities

101.3%

of

Net

Assets

(Cost

$17,856,021)

$

23,048,235‌

‡

Country

classifications

are

generally

based

on

MSCI

categories

or

another

unaffiliated

third

party

data

provider;

Shares

are

denominated

in

the

currency

of

the

country

presented

unless

otherwise

noted.

(1)

See

Note

3

.

All

or

a

portion

of

this

security

is

on

loan

at

October

31,

2024.

(2)

Non-income

producing

(3)

Seven-day

yield

(4)

Affiliated

Companies

ADR

American

Depositary

Receipts

GBP

British

Pound

HKD

Hong

Kong

Dollar

SDR

Swedish

Depository

Receipts

USD

U.S.

Dollar

T.

ROWE

PRICE

Overseas

Stock

Fund

15

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

October

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,

4.86%

$

—‌

$

—‌

$

9,223‌++

Totals

$

—‌#

$

—‌

$

9,223‌+

Supplementary

Investment

Schedule

Affiliate

Value

10/31/23

Purchase

Cost

Sales

Cost

Value

10/31/24

T.

Rowe

Price

Government

Reserve

Fund,

4.86%

$

607,090‌

 ¤

 ¤

$

664,483‌

Total

$

664,483‌^

#

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

$9,223

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

$664,483.

T.

ROWE

PRICE

Overseas

Stock

Fund

October

31,

2024

Statement

of

Assets

and

Liabilities

16

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$17,856,021)

$

23,048,235‌

Dividends

receivable

50,715‌

Receivable

for

shares

sold

39,379‌

Due

from

affiliates

5,915‌

Foreign

currency

(cost

$3,304)

3,303‌

Cash

3‌

Other

assets

100,166‌

Total

assets

23,247,716‌

Liabilities

Obligation

to

return

securities

lending

collateral

307,655‌

Payable

for

shares

redeemed

155,375‌

Investment

management

fees

payable

12,722‌

Payable

for

investment

securities

purchased

11,727‌

Payable

to

directors

6‌

Other

liabilities

1,821‌

Total

liabilities

489,306‌

NET

ASSETS

$

22,758,410‌

T.

ROWE

PRICE

Overseas

Stock

Fund

October

31,

2024

Statement

of

Assets

and

Liabilities

17

($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)

$

4,377,351‌

Paid-in

capital

applicable

to

1,719,262,284

shares

of

$0.01

par

value

capital

stock

outstanding;

18,000,000,000

shares

of

the

Corporation

authorized

18,381,059‌

NET

ASSETS

$

22,758,410‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$5,503,225;

Shares

outstanding:

417,835,150)

$

13.17‌

Advisor

Class

(Net

assets:

$461,718;

Shares

outstanding:

34,951,337)

$

13.21‌

I

Class

(Net

assets:

$6,250,999;

Shares

outstanding:

474,080,027)

$

13.19‌

Z

Class

(Net

assets:

$10,542,468;

Shares

outstanding:

792,395,770)

$

13.30‌

T.

ROWE

PRICE

Overseas

Stock

Fund

Statement

of

Operations

18

($000s)

Year

Ended

10/31/24

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$54,260)

$

695,608‌

Securities

lending

2,309‌

Other

33‌

Total

income

697,950‌

Expenses

Investment

management

149,127‌

Shareholder

servicing

Investor

Class

$

7,912‌

Advisor

Class

705‌

I

Class

521‌

9,138‌

Rule

12b-1

fees

Advisor

Class

1,168‌

Prospectus

and

shareholder

reports

Investor

Class

476‌

Advisor

Class

54‌

I

Class

384‌

Z

Class

4‌

918‌

Custody

and

accounting

3,658‌

Registration

226‌

Proxy

and

annual

meeting

113‌

Legal

and

audit

109‌

Directors

79‌

Miscellaneous

510‌

Waived

/

paid

by

Price

Associates

(69,272‌)

Total

expenses

95,774‌

Net

investment

income

602,176‌

T.

ROWE

PRICE

Overseas

Stock

Fund

Statement

of

Operations

19

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

10/31/24

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

(net

of

foreign

taxes

of

$139)

(145,148‌)

Foreign

currency

transactions

196‌

Net

realized

loss

(144,952‌)

Change

in

net

unrealized

gain

/

loss

Securities

3,880,595‌

Other

assets

and

liabilities

denominated

in

foreign

currencies

2,049‌

Change

in

net

unrealized

gain

/

loss

3,882,644‌

Net

realized

and

unrealized

gain

/

loss

3,737,692‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

4,339,868‌

T.

ROWE

PRICE

Overseas

Stock

Fund

Statement

of

Changes

in

Net

Assets

20

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

10/31/24

10/31/23

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

602,176‌

$

616,601‌

Net

realized

loss

(144,952‌)

(49,407‌)

Change

in

net

unrealized

gain

/

loss

3,882,644‌

1,592,505‌

Increase

in

net

assets

from

operations

4,339,868‌

2,159,699‌

Distributions

to

shareholders

Net

earnings

Investor

Class

(150,604‌)

(114,477‌)

Advisor

Class

(8,902‌)

(9,180‌)

I

Class

(138,558‌)

(117,436‌)

Z

Class

(291,388‌)

(317,850‌)

Decrease

in

net

assets

from

distributions

(589,452‌)

(558,943‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

779,974‌

2,092,189‌

Advisor

Class

5,617‌

21,369‌

I

Class

1,637,658‌

2,029,108‌

Z

Class

771,692‌

705,063‌

Distributions

reinvested

Investor

Class

148,258‌

112,385‌

Advisor

Class

8,893‌

9,179‌

I

Class

117,437‌

101,855‌

Z

Class

291,388‌

317,850‌

Shares

redeemed

Investor

Class

(2,416,562‌)

(1,109,926‌)

Advisor

Class

(47,766‌)

(63,093‌)

I

Class

(1,728,164‌)

(1,389,394‌)

Z

Class

(1,500,659‌)

(1,647,334‌)

Increase

(decrease)

in

net

assets

from

capital

share

transactions

(1,932,234‌)

1,179,251‌

T.

ROWE

PRICE

Overseas

Stock

Fund

Statement

of

Changes

in

Net

Assets

21

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

10/31/24

10/31/23

Net

Assets

Increase

during

period

1,818,182‌

2,780,007‌

Beginning

of

period

20,940,228‌

18,160,221‌

End

of

period

$

22,758,410‌

$

20,940,228‌

*Share

information

(000s)

Shares

sold

Investor

Class

61,250‌

173,516‌

Advisor

Class

446‌

1,859‌

I

Class

128,411‌

174,083‌

Z

Class

61,001‌

60,019‌

Distributions

reinvested

Investor

Class

12,103‌

9,937‌

Advisor

Class

722‌

808‌

I

Class

9,587‌

9,014‌

Z

Class

23,729‌

28,078‌

Shares

redeemed

Investor

Class

(189,723‌)

(95,334‌)

Advisor

Class

(3,756‌)

(5,438‌)

I

Class

(134,180‌)

(120,064‌)

Z

Class

(117,446‌)

(139,142‌)

Increase

(decrease)

in

shares

outstanding

(147,856‌)

97,336‌

T.

ROWE

PRICE

Overseas

Stock

Fund

NOTES

TO

FINANCIAL

STATEMENTS

22

T.

Rowe

Price

International

Funds,

Inc. (the

corporation) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act).

The

Overseas

Stock

Fund

(the

fund)

is a

diversified, open-end

management

investment

company

established

by

the

corporation. The

fund

seeks long-term

growth

of

capital

through

investments

in

the

common

stocks

of

non-U.S.

companies.

The

fund

has four classes

of

shares:

the

Overseas

Stock

Fund

(Investor

Class),

the

Overseas

Stock

Fund–Advisor

Class

(Advisor

Class),

the

Overseas

Stock

Fund–I

Class

(I

Class)

and

the

Overseas

Stock

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

T.

ROWE

PRICE

Overseas

Stock

Fund

23

the

identified

cost

basis. Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense. Dividends

received

from other

investment

companies are

reflected

as

dividend income;

capital

gain

distributions

are

reflected

as

realized

gain/loss. Dividend

income and

capital

gain

distributions

are

recorded

on

the

ex-dividend

date. Non-cash

dividends,

if

any,

are

recorded

at

the

fair

market

value

of

the

asset

received. Proceeds

from

litigation

payments,

if

any,

are

included

in

either

net

realized

gain

(loss)

or

change

in

net

unrealized

gain/loss

from

securities. Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date. Income

distributions,

if

any,

are

declared

and

paid

by

each

class annually. A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

Currency

Translation

 Assets,

including

investments,

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollar

values

each

day

at

the

prevailing

exchange

rate,

using

the

mean

of

the

bid

and

asked

prices

of

such

currencies

against

U.S.

dollars

as

provided

by

an

outside

pricing

service.

Purchases

and

sales

of

securities,

income,

and

expenses

are

translated

into

U.S.

dollars

at

the

prevailing

exchange

rate

on

the

respective

date

of

such

transaction.

The

effect

of

changes

in

foreign

currency

exchange

rates

on

realized

and

unrealized

security

gains

and

losses

is

not

bifurcated

from

the

portion

attributable

to

changes

in

market

prices.

Class

Accounting

 Shareholder

servicing,

prospectus,

and

shareholder

report

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to

all

classes,

investment

income,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

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

October

31,

2024,

the

fund

realized

$113,205,000 of

net

gain

on

$283,119,000

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

T.

ROWE

PRICE

Overseas

Stock

Fund

24

NAV

per

share

may

be

calculated

at

a

time

other

than

the

normal

close

of

the

NYSE

if

trading

on

the

NYSE

is

restricted,

if

the

NYSE

closes

earlier,

or

as

may

be

permitted

by

the

SEC.

Purchases

and

redemptions

of

fund

shares

are

transacted

at

the

next-computed

NAV

per

share,

after

receipt

of

the

transaction

order

by

T.

Rowe

Price

Associates,

Inc.,

or

its

agents.

New

Accounting

Guidance

 In

November

2023,

the

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2023-07,

Segment

Reporting

(Topic

280)

–

Improvements

to

Reportable

Segment

Disclosures,

which

improves

reportable

segment

disclosure

requirements,

primarily

through

enhanced

disclosures

about

segment

expenses.

In

addition,

the

ASU

clarifies

that

a

public

entity

with

a

single

reportable

segment

provide

all

disclosures

required

by

the

ASU

and

all

existing

segment

disclosures

in

Topic

280.

The

amendments

under

this

ASU

are

effective

for

fiscal

years

beginning

after

December

15,

2023.

Management

expects

that

adoption

of

the

guidance

will

not

have

a

material

impact

on

the

fund’s

financial

statements.

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.

T.

ROWE

PRICE

Overseas

Stock

Fund

25

Various

valuation

techniques

and

inputs

are

used

to

determine

the

fair

value

of

financial

instruments.

GAAP

establishes

the

following

fair

value

hierarchy

that

categorizes

the

inputs

used

to

measure

fair

value:

Level

1

–

quoted

prices

(unadjusted)

in

active

markets

for

identical

financial

instruments

that

the

fund

can

access

at

the

reporting

date

Level

2

–

inputs

other

than

Level

1

quoted

prices

that

are

observable,

either

directly

or

indirectly

(including,

but

not

limited

to,

quoted

prices

for

similar

financial

instruments

in

active

markets,

quoted

prices

for

identical

or

similar

financial

instruments

in

inactive

markets,

interest

rates

and

yield

curves,

implied

volatilities,

and

credit

spreads)

Level

3

–

unobservable

inputs

(including

the Valuation

Designee’s assumptions

in

determining

fair

value)

Observable

inputs

are

developed

using

market

data,

such

as

publicly

available

information

about

actual

events

or

transactions,

and

reflect

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

Unobservable

inputs

are

those

for

which

market

data

are

not

available

and

are

developed

using

the

best

information

available

about

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

GAAP

requires

valuation

techniques

to

maximize

the

use

of

relevant

observable

inputs

and

minimize

the

use

of

unobservable

inputs.

When

multiple

inputs

are

used

to

derive

fair

value,

the

financial

instrument

is

assigned

to

the

level

within

the

fair

value

hierarchy

based

on

the

lowest-level

input

that

is

significant

to

the

fair

value

of

the

financial

instrument.

Input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level

but

rather

the

degree

of

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

and

the

last

quoted

sale

or

closing

price

for

international

securities.

T.

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PRICE

Overseas

Stock

Fund

26

The

last

quoted

prices

of

non-U.S.

equity

securities

may

be

adjusted

to

reflect

the

fair

value

of

such

securities

at

the

close

of

the

NYSE,

if

the Valuation

Designee

determines

that

developments

between

the

close

of

a

foreign

market

and

the

close

of

the

NYSE

will

affect

the

value

of

some

or

all

of

the

fund’s portfolio

securities.

Each

business

day,

the

Valuation

Designee uses

information

from

outside

pricing

services

to

evaluate

the

quoted

prices

of

portfolio

securities

and,

if

appropriate,

decide whether

it

is

necessary

to

adjust

quoted

prices

to

reflect

fair

value

by

reviewing

a

variety

of

factors,

including

developments

in

foreign

markets,

the

performance

of

U.S.

securities

markets,

and

the

performance

of

instruments

trading

in

U.S.

markets

that

represent

foreign

securities

and

baskets

of

foreign

securities. The Valuation

Designee

uses

outside

pricing

services

to

provide

it

with

quoted

prices

and

information

to

evaluate

or

adjust

those

prices.

The Valuation

Designee

cannot

predict

how

often

it

will

use

quoted

prices

and

how

often

it

will

determine

it

necessary

to

adjust

those

prices

to

reflect

fair

value.

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

not

readily

available

or

deemed

unreliable,

including

the

use

of

other

pricing

sources.

Factors

used

in

determining

fair

value

vary

by

type

of

investment

and

may

include

market

or

investment

specific

considerations.

The

Valuation

Designee typically

will

afford

greatest

weight

to

actual

prices

in

arm’s

length

transactions,

to

the

extent

they

represent

orderly

transactions

between

market

participants,

transaction

information

can

be

reliably

obtained,

and

prices

are

deemed

representative

of

fair

value.

However,

the

Valuation

Designee may

also

consider

other

valuation

methods

such

as

market-based

valuation

multiples;

a

discount

or

premium

from

market

value

of

a

similar,

freely

traded

security

of

the

same

issuer;

discounted

cash

flows;

yield

to

maturity;

or

some

combination.

Fair

value

determinations

are

reviewed

on

a

regular

basis.

Because

any

fair

value

determination

involves

a

significant

amount

of

judgment,

there

is

a

degree

of

subjectivity

inherent

in

such

pricing

decisions. Fair

value

prices

determined

by

the

Valuation

Designee could

differ

from

those

of

other

market

participants,

and

it

is

possible

that

the

fair

value

determined

for

a

security

may

be

materially

different

from

the

value

that

could

be

realized

upon

the

sale

of

that

security.

T.

ROWE

PRICE

Overseas

Stock

Fund

27

Valuation

Inputs

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

October

31,

2024

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

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.

Emerging

and

Frontier

Markets

 The fund

invests,

either

directly

or

through

investments

in

other

T.

Rowe

Price

funds,

in

securities

of

companies

located

in,

issued

by

governments

of,

or

denominated

in

or

linked

to

the

currencies

of

emerging

and

frontier

market

countries.

Emerging

markets,

and

to

a

greater

extent

frontier

markets, tend

to

have

economic

structures

that

are

less

diverse

and

mature,

less

developed

legal

and

regulatory

regimes,

and

political

systems

that

are

less

stable,

than

those

of

developed

countries.

These

markets

may

be

subject

to

greater

political,

economic,

and

social

uncertainty

and

differing

accounting

standards

and

regulatory

environments

that

may

potentially

impact

the

fund’s

ability

to

buy

or

sell

certain

securities

or

repatriate

proceeds

to

U.S.

dollars.

Emerging

markets

securities

exchanges

are

more

likely

to

experience

delays

with

the

clearing

and

settling

of

trades,

as

well

as

the

custody

of

holdings

by

local

banks,

agents,

and

depositories.

Such

securities

are

often

subject

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

1,439,362‌

$

20,851,317‌

$

—‌

$

22,290,679‌

Preferred

Stocks

—‌

93,073‌

—‌

93,073‌

Short-Term

Investments

356,828‌

—‌

—‌

356,828‌

Securities

Lending

Collateral

307,655‌

—‌

—‌

307,655‌

Total

$

2,103,845‌

$

20,944,390‌

$

—‌

$

23,048,235‌

T.

ROWE

PRICE

Overseas

Stock

Fund

28

to

greater

price

volatility,

less

liquidity,

and

higher

rates

of

inflation

than

U.S.

securities.

Investing

in

frontier

markets

is

typically

significantly

riskier

than

investing

in

other

countries,

including

emerging

markets.

Securities

Lending

 The fund

may

lend

its

securities

to

approved

borrowers

to

earn

additional

income.

Its

securities

lending

activities

are

administered

by

a

lending

agent

in

accordance

with

a

securities

lending

agreement.

Security

loans

generally

do

not

have

stated

maturity

dates,

and

the

fund

may

recall

a

security

at

any

time.

The

fund

receives

collateral

in

the

form

of

cash

or

U.S.

government

securities.

Collateral

is

maintained

over

the

life

of

the

loan

in

an

amount

not

less

than

the

value

of

loaned

securities;

any

additional

collateral

required

due

to

changes

in

security

values

is

delivered

to

the

fund

the

next

business

day.

Cash

collateral

is

invested

in

accordance

with

investment

guidelines

approved

by

fund

management.

Additionally,

the

lending

agent

indemnifies

the

fund

against

losses

resulting

from

borrower

default.

Although

risk

is

mitigated

by

the

collateral

and

indemnification,

the

fund

could

experience

a

delay

in

recovering

its

securities

and

a

possible

loss

of

income

or

value

if

the

borrower

fails

to

return

the

securities,

collateral

investments

decline

in

value,

and

the

lending

agent

fails

to

perform.

Securities

lending

revenue

consists

of

earnings

on

invested

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

October

31,

2024,

the

value

of

loaned

securities

was

$292,073,000;

the

value

of

cash

collateral

and

related

investments

was

$307,655,000.

Other 

Purchases

and

sales

of

portfolio

securities

other

than

in-kind

transactions,

if

any,

and short-term securities

aggregated $2,011,675,000 and

$3,537,368,000,

respectively,

for

the

year ended

October

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.

T.

ROWE

PRICE

Overseas

Stock

Fund

29

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,

deemed

distributions

on

shareholder

redemptions

and

the

character

of

income

on

passive

foreign

investment

companies.

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

At

October

31,

2024,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were as

follows:

($000s)

October

31,

2024

October

31,

2023

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

589,452‌

$

558,943‌

($000s)

Cost

of

investments

$

18,023,413‌

Unrealized

appreciation

$

7,534,120‌

Unrealized

depreciation

(2,510,707‌)

Net

unrealized

appreciation

(depreciation)

$

5,023,413‌

T.

ROWE

PRICE

Overseas

Stock

Fund

30

At

October

31,

2024,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

Temporary

differences

between

book-basis

and

tax-basis

components

of

total

distributable

earnings

(loss)

arise

when

certain

items

of

income,

gain,

or

loss

are

recognized

in

different

periods

for

financial

statement

purposes

versus

for

tax

purposes;

these

differences

will

reverse

in

a

subsequent

reporting

period.

The

temporary

differences

relate

primarily

to

the

deferral

of

losses

from

wash

sales

and

the

realization

of

gains/losses

on

passive

foreign

investment

companies.

The

loss

carryforwards

and

deferrals

primarily

relate

to

capital

loss

carryforwards.

Capital

loss

carryforwards

are

available

indefinitely

to

offset

future

realized

capital

gains.

Capital

loss

carryforwards

acquired

through

tax-

free

reorganizations

may

be

subject

to

certain

limitations

on

amount

or

timing

of

use.

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.

($000s)

Undistributed

ordinary

income

$

570,872‌

Net

unrealized

appreciation

(depreciation)

5,023,413‌

Loss

carryforwards

and

deferrals

(1,216,934‌)

Total

distributable

earnings

(loss)

$

4,377,351‌

T.

ROWE

PRICE

Overseas

Stock

Fund

31

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

0.35%

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 October

31,

2024,

the

effective

annual

group

fee

rate

was

0.28%. Effective

May

1,

2021,

Price

Associates

has

contractually

agreed,

at

least

through

December

31,

2026,

to

waive

a

portion

of

its

management

fee

so

that

an

individual

fund

fee

of 0.2975%

is

applied

to

the

fund’s

average

daily

net

assets

that

are

equal

to

or

greater

than $25 billion.

Thereafter,

this

agreement

will

automatically

renew

for

one-

year

terms

unless

terminated

by

the

fund’s

Board.

Any

fees

waived

under

this

agreement

are

not

subject

to

reimbursement

to

Price

Associates

by

the

fund. No

management

fees

were

waived

under

this

arrangement

for

the

year ended

October

31,

2024.  

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

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.

T.

ROWE

PRICE

Overseas

Stock

Fund

32

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 October

31,

2024 as

indicated

in

the

table

below.

At

October

31,

2024,

there

were

no

amounts

subject

to

repayment

by

the

fund. Any

repayment

of

expenses

previously

waived/paid

by

Price

Associates

during

the

period

would

be

included

in

the

net

investment

income

and

expense

ratios

presented

on

the

accompanying

Financial

Highlights.

Investor

Class

Advisor

Class

I

Class

Z

Class

Expense

limitation/I

Class

Limit

0.99%

1.24%

0.05%

0.00%

Expense

limitation

date

02/28/26

02/28/26

02/28/26

N/A

(Waived)/repaid

during

the

period

($000s)

$—

$—

$—

$(69,272)

T.

ROWE

PRICE

Overseas

Stock

Fund

33

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

October

31,

2024,

expenses

incurred

pursuant

to

these

service

agreements

were

$119,000

for

Price

Associates;

$552,000

for

T.

Rowe

Price

Services,

Inc.;

and

$96,000

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

time

without

prior

notice.

For

the

year ended

October

31,

2024,

the

fund

was

charged $212,000 for

shareholder

servicing

costs

related

to

the

college

savings

plans, of

which

$77,000

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

October

31,

2024,

approximately

7%

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

October

31,

2024, 100%

of

the

Z

Class's

outstanding

shares

were

held

by

Price

Funds

and

accounts.

T.

ROWE

PRICE

Overseas

Stock

Fund

34

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.

As

of

October

31,

2024,

T.

Rowe

Price

Group,

Inc.,

or

its

wholly

owned

subsidiaries,

owned

4,172,829

shares

of

the

Investor

Class,

representing

1%

of

the

Investor

Class's

net

assets. 

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

October

31,

2024,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

NOTE

7

-

BORROWING

To

provide

temporary

liquidity,

the

fund

may

borrow

from

other

T.

Rowe

Price-

sponsored

mutual

funds

under

an

interfund

borrowing

program

developed

and

managed

by

Price

Associates.

The

program

permits

the

borrowing

and

lending

of

cash

at

rates

beneficial

to

both

the

borrowing

and

lending

funds.

Pursuant

to

program

guidelines,

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

October

31,

2024,

the

fund

incurred

$16,000

in

interest

expense

related

to

outstanding

borrowings

on

two

days

in

the

average

amount

of

$42,400,000

and

at

an

average

annual

rate

of

6.96%.

At

October

31,

2024,

there

were

no

borrowings

outstanding.

T.

ROWE

PRICE

Overseas

Stock

Fund

35

NOTE

8

-

OTHER

MATTERS

Unpredictable environmental,

political,

social

and

economic

events,

including

but

not

limited

to,

environmental

or

natural

disasters,

war

and

conflict

(including

Russia’s

military

invasion

of

Ukraine

and

the

conflict

in

Israel,

Gaza

and

surrounding

areas),

terrorism,

geopolitical

developments

(including

trading

and

tariff

arrangements,

sanctions

and

cybersecurity

attacks),

and

public

health

epidemics

(including

the

global

outbreak

of

COVID-19)

and

similar

public

health

threats,

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

a

fund

invests.

The

extent

and

duration

of

such

events

and

resulting

market

disruptions

cannot

be

predicted.

These

and

other

similar

events

may

cause

instability

across

global

markets,

including

reduced

liquidity

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others,

and

exacerbate

other

pre-existing

political,

social,

and

economic

risks.

The

fund’s

performance

could

be

negatively

impacted

if

the

value

of

a

portfolio

holding

were

harmed

by

these

or

such

events.

Management

actively

monitors

the

risks

and

financial

impacts

arising

from

such

events.

T.

ROWE

PRICE

Overseas

Stock

Fund

36

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Directors

of

T.

Rowe

Price

International

Funds,

Inc.

and

Shareholders

of

T.

Rowe

Price

Overseas

Stock

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

portfolio

of

investments,

of

T.

Rowe

Price

Overseas

Stock

Fund

(one

of

the

funds

constituting

T.

Rowe

Price

International

Funds,

Inc.,

referred

to

hereafter

as

the

"Fund")

as

of

October

31,

2024,

the

related

statement

of

operations

for

the

year

ended

October

31,

2024,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

October

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

October

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

October

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

Overseas

Stock

Fund

37

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

October

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

December

18,

2024

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

Overseas

Stock

Fund

38

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 10/31/24

We

are

providing

this

information

as

required

by

the

Internal

Revenue

Code.

The

amounts

shown

may

differ

from

those

elsewhere

in

this

report

because

of

differences

between

tax

and

financial

reporting

requirements.

For

taxable

non-corporate

shareholders,

$614,987,000

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,

$5,675,000

of

the

fund's

income

qualifies

for

the

dividends-received

deduction.

The

fund

will

pass

through

foreign

source

income

of

$630,997,000

and

foreign

taxes

paid

of

$38,063,000.

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.

F165-050

12/24

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

Not applicable.

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

Not applicable.

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

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

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 International Funds, Inc.
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	December 18, 2024

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

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	December 18, 2024

By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	December 18, 2024