T. Rowe Price Government Money Fund 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: 811-02603

T. Rowe Price Government Money Fund, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, MD 21202

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

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

Date of fiscal year end:  May 31

Date of reporting period:  May 31, 2023

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Highlights

and

Market

Commentary

Management’s

Discussion

of

Fund

Performance

Performance

and

Expenses

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

May

31,

2023

Annual

Report

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

PRRXX

Government

Money

Fund

–

.

TTGXX

Government

Money

Fund–

.

I Class

T.

ROWE

PRICE

Government

Money

Fund

HIGHLIGHTS

The

Government

Money

Fund

produced

a

positive

return

over

the

last

year

and

outperformed

its

peer

group

benchmark,

the

Lipper

U.S.

Government

Money

Market

Funds

Index.

Money

market

yields

have

risen

sharply

from

near-zero

levels

since

March

2022.

By

the

end

of

May

2023,

the

Federal

Reserve

(Fed)

had

raised

the

fed

funds

target

rate

to

the

5.00%

to

5.25%

range,

a

level

unseen

since

mid-2007.

For

much

of

our

fiscal

year,

we

targeted

a

fairly

short

weighted

average

maturity

(WAM).

In

recent

months,

as

the

size

of

the

Fed’s

rate

hikes

decreased

and

the

central

bank

approached

the

end

of

its

tightening

cycle,

and

as

the

federal

government

drew

closer

to

the

debt

ceiling,

we

allowed

the

portfolio’s

WAM

to

begin

rising

from

its

lows

toward

neutral.

Although

year-over-year

inflation

remains

elevated,

we

believe

that

the

bulk

of

the

Fed’s

tightening

efforts

are

behind

us.

Until

there

are

clear

indications

that

inflation

is

decisively

trending

toward

2%,

we

would

expect

the

Fed

to

keep

short-

term

rates

at

current

levels

or

raise

them

incrementally.

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

Certain

mutual

fund

accounts

that

are

assessed

an

annual

account

service

fee

can

also

save

money

by

switching

to

e-delivery.

T.

ROWE

PRICE

Government

Money

Fund

Market

Commentary

1

Dear

Shareholder

Major

global

stock

and

bond

indexes

produced

mixed

returns

during

your

fund’s

fiscal

year,

the

12-month

period

ended

May

31,

2023.

Rising

interest

rates

weighed

on

returns

in

the

first

half

of

the

period,

but

many

sectors

rebounded

over

the

past

six

months

as

growth

remained

positive

in

the

major

economies

and

corporate

earnings

results

came

in

stronger

than

expected.

For

the

12-month

period,

growth

stocks

outperformed

value

shares,

and

developed

market

shares

generally

outpaced

their

emerging

market

counterparts.

In

the

U.S.,

the

Russell

1000

Growth

Index

and

Nasdaq

Composite

Index

performed

the

best.

Most

currencies

weakened

versus

the

U.S.

dollar

over

the

period,

which

weighed

on

returns

for

U.S.

investors

in

international

securities.

Within

the

S&P

500

Index,

the

information

technology

sector

had,

by

far,

the

strongest

returns.

Big

tech

companies

rebounded

strongly

at

the

start

of

2023,

helped

in

part

by

growing

investor

enthusiasm

for

artificial

intelligence

applications.

Meanwhile,

falling

prices

for

various

commodities

weighed

on

returns

for

the

materials

and

energy

sectors,

and

turmoil

in

the

banking

sector,

which

included

the

failure

of

three

large

regional

banks,

hurt

the

financials

segment.

Real

estate

stocks

also

came

under

pressure

amid

concerns

about

the

ability

of

some

commercial

property

owners

to

refinance

their

debt.

Cheaper

oil

contributed

to

slowing

inflation

during

the

period,

although

core

inflation

readings—which

exclude

volatile

food

and

energy

prices—remained

stubbornly

high.

April’s

consumer

price

index

data

(the

latest

available

in

our

reporting

period)

showed

a

headline

inflation

rate

of

4.9%

on

a

12-month

basis,

down

from

more

than

8%

at

the

start

of

the

period

but

still

well

above

the

Fed’s

long-term

2%

inflation

target.

In

response

to

persistent

inflation,

the

Fed

raised

its

short-term

lending

benchmark

rate

from

around

1.00%

at

the

start

of

the

period

to

a

range

of

5.00%

to

5.25%

by

the

end

of

May,

the

highest

level

since

2007.

However,

Fed

officials

have

recently

suggested

that

they

might

soon

be

ready

to

pause

additional

rate

hikes

as

they

wait

to

see

how

the

economy

is

progressing.

Bond

yields

increased

considerably

across

the

U.S.

Treasury

yield

curve

as

the

Fed

tightened

monetary

policy,

with

the

yield

on

the

benchmark

10-year

note

climbing

from

2.85%

at

the

start

of

the

period

to

3.64%

at

the

end

of

May.

Significant

inversions

in

the

yield

curve,

which

are

often

considered

a

warning

sign

of

a

coming

recession,

occurred

during

the

period

as

shorter-maturity

Treasuries

experienced

the

largest

yield

increases.

At

the

end

of

May,

the

yield

T.

ROWE

PRICE

Government

Money

Fund

2

on

the

three-month

Treasury

bill

was

188

basis

points

(1.88

percentage

point)

higher

than

the

yield

on

the

10-year

Treasury

note.

Increasing

yields

led

to

weak

results

across

most

of

the

fixed

income

market,

although

high

yield

bonds,

which

are

less

sensitive

to

rising

rates,

held

up

relatively

well.

Global

economies

and

markets

showed

surprising

resilience

in

recent

months,

but,

moving

into

the

second

half

of

2023,

we

believe

investors

could

face

potential

challenges.

The

economic

impact

of

the

Fed’s

rate

hikes

has

yet

to

be

fully

felt

in

the

economy,

and

while

the

regional

banking

turmoil

appears

to

have

been

contained

by

the

swift

actions

of

regulators,

it

could

continue

to

have

an

impact

on

credit

conditions.

Moreover,

the

market

consensus

still

seems

to

forecast

a

global

recession

starting

later

this

year

or

in

early

2024,

although

it

could

be

a

mild

downturn.

We

believe

this

environment

makes

skilled

active

management

a

critical

tool

for

identifying

risks

and

opportunities,

and

our

investment

teams

will

continue

to

use

fundamental

research

to

identify

securities

that

can

add

value

to

your

portfolio

over

the

long

term.

Thank

you

for

your

continued

confidence

in

T.

Rowe

Price.

Sincerely, 

Robert

Sharps

CEO

and

President

T.

ROWE

PRICE

Government

Money

Fund

Management’s

Discussion

of

Fund

Performance

3

INVESTMENT

OBJECTIVE 

The

fund's

goals

are

preservation

of

capital,

liquidity,

and,

consistent

with

these,

the

highest

possible

current

income.

FUND

COMMENTARY

How

did

the

fund

perform

in

the

past 12

months?

Money

market

interest

rates

rose

rapidly

over

the

last

year,

as

the

Federal

Reserve

(Fed)

raised

the

federal

funds

target

rate

aggressively

to

combat

elevated

inflation.

As

a

result,

money

market

portfolios

produced

returns

that

we

have

not

seen

in

the

asset

class

for

many

years.

The

Government

Money

Fund

returned

3.23%

in

the

12-month

period

ended

May

31,

2023.

As

shown

in

the

Performance

Comparison

table,

the

fund

outperformed

its

peer

group

benchmark,

the

Lipper

U.S.

Government

Money

Market

Funds

Index,

which

returned

3.04%.

(Returns

for

the

I

Class

may

vary

due

to

a

different

fee

structure.

Past

performance

cannot

guarantee

future

results.

)

What

factors

influenced

the

fund’s

performance?

Money

market

yields

have

risen

sharply

from

near-zero

levels

since

March

2022,

when

the

Fed

began

to

raise

the

fed

funds

target

rate

from

the

0.00%

to

0.25%

range

it

adopted

when

the

coronavirus

pandemic

erupted

in

March

2020.

Fed

rate

hikes

have

been

aggressive,

as

the

year-over-year

inflation

rate

in

mid-2022

reached

a

40-year

high

of

about

9%,

thanks

in

part

to

a

tight

labor

market.

Other

factors

that

have

added

to

inflation

pressures,

such

as

pandemic-related

global

supply

chain

disruptions

and

higher

prices

of

energy

commodities

following

Russia’s

invasion

of

Ukraine,

have

eased

somewhat.

Several

of

the

Fed’s

rate

increases

over

the

last

year

have

been

75

basis

points

(0.75%),

rather

than

the

25-basis-point

(0.25%)

incremental

changes

that

the

central

bank

typically

makes

to

the

fed

funds

rate.

By

the

end

of

May

2023,

the

Fed

had

raised

the

fed

funds

target

rate

to

the

5.00%

to

5.25%

range,

a

level

unseen

since

mid-2007.

PERFORMANCE

COMPARISON

Total

Return

Periods

Ended

5/31/23

6

Months

12

Months

Government

Money

Fund

–

.

2.15‌%

3.23‌%

Government

Money

Fund–

.

I  Class

2.21‌

3.34‌

Lipper

U.S.

Government

Money

Market

Funds

Index

2.08‌

3.04‌

T.

ROWE

PRICE

Government

Money

Fund

4

Thanks

to

the

series

of

large

interest

rate

increases

and

continued

hawkish

rhetoric

from

Federal

Reserve

officials

who

are

committed

to

bringing

inflation

back

down

to

the

Fed’s

long-term

2%

goal,

U.S.

Treasury

yields

rose

sharply

in

our

fiscal

year.

In

the

money

market

universe,

three-month

U.S.

Treasury

bill

yields

surged

from

1.16%

to

5.52%,

while

six-month

T-bill

yields

climbed

from

1.64%

to

5.46%.

One-year

T-bill

yields

advanced

from

2.08%

to

5.18%.

How

is

the

fund

positioned?

For

much

of

our

fiscal

year,

we

targeted

a

fairly

short

weighted

average

maturity

(WAM)

so

that

we

could

quickly

use

the

proceeds

from

maturing

money

market

instruments

to

purchase

newer

securities

with

higher

yields.

In

recent

months,

however,

as

the

size

of

the

Fed’s

rate

hikes

decreased

and

as

it

became

clear

that

the

central

bank

was

approaching

the

end

of

its

tightening

cycle,

we

allowed

the

portfolio’s

WAM

to

begin

rising

from

its

lows

toward

neutral.

At

the

end

of

May,

however,

the

WAM

was

marginally

lower

than

it

was

at

the

end

of

November

2022.

As

lawmakers

scrambled

in

May

to

reach

an

agreement

with

President

Joe

Biden

to

raise

or

suspend

the

debt

ceiling—the

statutory

limit

on

federal

government

borrowing—because

the

government

was

running

out

of

money,

we

took

advantage

of

a

temporary

spike

in

yields

of

T-bills

maturing

in

early

June

to

capture

some

very

attractive

yields

for

our

investors.

As

always,

we

try

to

take

advantage

of

opportunities

to

buy

money

market

instruments

with

attractive

yields

without

reducing

our

high

credit

quality

standards.

Because

Fed

officials

have

expressed

their

preference

to

keep

short-term

rates

at

higher

levels

for

some

time,

we

expect

to

move

the

portfolio’s

WAM

closer

to

neutral

until

the

trajectories

of

the

economy,

inflation,

and

U.S.

Treasury

yields

signal

how

the

Fed

may

respond.

As

shown

in

the

Security

Diversification

exhibit,

more

than

half

of

the

portfolio

was

invested

in

repurchase

agreements

(repos)

at

the

end

of

May,

while

U.S.

Treasury

securities

accounted

for

about

one-third

of

the

fund.

The

remainder

was

invested

in

other

U.S.

government

and

agency

securities.

SECURITY

DIVERSIFICATION

Repurchase

Agreements

57‌%

U.S.

Treasury

Bills

25‌ 

Other

U.S.

Government

and

Agencies

13‌ 

U.S.

Treasury

Notes

9‌ 

Other

Assets

Less

Liabilities

-4‌ 

Total

100‌%

Based

on

net

assets

as

of

5/31/23.

T.

ROWE

PRICE

Government

Money

Fund

5

What

is

portfolio

management’s

outlook?

After

more

than

one

year

of

aggressive

Fed

interest

rate

increases,

money

market

yields

are

at

their

highest

levels

in

about

16

years—a

welcome

change

from

the

near-zero

yields

that

have

prevailed

for

most

of

that

extended

period.

As

a

result,

money

market

funds

once

again

offer

investors

a

good

risk/reward

trade-off

relative

to

other

asset

classes.

Year-over-year

inflation

remains

elevated,

though

it

is

lower

than

its

mid-2022

peak

of

about

9%.

Nevertheless,

central

bank

officials

have

publicly

expressed

their

commitment

to

bring

inflation

back

down

toward

the

Fed’s

long-term

goal

of

2%.

We

believe

that

the

bulk

of

the

Fed’s

tightening

efforts

are

behind

us,

but

until

there

are

clear

indications

that

inflation

is

decisively

trending

toward

2%,

we

would

expect

the

Fed

to

keep

short-term

rates

at

current

levels

or

raise

them

incrementally.

In

addition,

as

a

result

of

the

Fiscal

Responsibility

Act

of

2023,

which

suspends

the

debt

ceiling

until

January

2025

and

caps

non-defense

government

spending

for

two

years,

the

U.S.

Treasury

is

likely

to

issue

a

significant

amount

of

debt

in

the

months

ahead—potentially

more

than

$1

trillion—to

replenish

its

coffers.

This

additional

withdrawal

of

liquidity

could

force

Treasury

yields

higher

and

increase

stresses

on

the

banking

system

that

became

evident

when

a

few

prominent

regional

banks

failed

in

the

last

few

months.

As

we

watch

the

economy

evolve

and

monitor

the

words

and

actions

of

Fed

policymakers

for

clues

about

the

Fed’s

next

steps,

we

should

be

able

to

respond

quickly

to

any

changes

in

the

interest

rate

outlook

or

other

factors

affecting

the

money

markets.

In

any

event,

we

remain

committed

to

managing

a

high-

quality,

diversified

money

market

portfolio

focused

on

liquidity

and

stability

of

principal,

which

we

deem

of

utmost

importance

to

our

investors.

The

views

expressed

reflect

the

opinions

of

T.

Rowe

Price

as

of

the

date

of

this

report

and

are

subject

to

change

based

on

changes

in

market,

economic,

or

other

conditions.

These

views

are

not

intended

to

be

a

forecast

of

future

events

and

are

no

guarantee

of

future

results.

T.

ROWE

PRICE

Government

Money

Fund

6

Risks

of

Investing

in

the

Government

Money

Fund

You

could

lose

money

by

investing

in

the

Fund.

Although

the

Fund

seeks

to

preserve

the

value

of

your

investment

at

$1.00

per

share,

it

cannot

guarantee

it

will

do

so.

An

investment

in

the

Fund

is

not

insured

or

guaranteed

by

the

Federal

Deposit

Insurance

Corporation

or

any

other

government

agency.

The

Fund’s

sponsor

has

no

legal

obligation

to

provide

financial

support

to

the

Fund,

and

you

should

not

expect

that

the

sponsor

will

provide

financial

support

to

the

Fund

at

any

time.

The

potential

for

realizing

a

loss

of

principal

could

derive

from:

Interest

rate

risks.

A

decline

in

interest

rates

may

lower

the

fund’s

yield,

or

a

rise

in

the

overall

level

of

interest

rates

may

cause

a

decline

in

the

prices

of

fixed

income

securities

held

by

the

fund.

The

fund’s

yield

will

vary;

it

is

not

fixed

for

a

specific

period

like

the

yield

on

a

bank

certificate

of

deposit.

This

is

a

disadvantage

when

interest

rates

are

falling

because

the

fund

would

have

to

reinvest

proceeds

of

maturing

securities

at

lower

interest

rates.

During

periods

of

extremely

low

short-term

interest

rates,

the

fund

may

not

be

able

to

maintain

a

positive

yield.

Given

the

current

elevated

inflation

environment,

risks

associated

with

rising

rates

are

currently

heightened.

In

addition,

the

adoption

of

more

stringent

regulations

governing

the

management

of

money

market

funds

could

have

a

negative

effect

on

the

fund's

yield.

Credit

risks.

An

issuer

of

a

debt

instrument

or

a

provider

of

credit

support

could

suffer

an

adverse

change

in

financial

condition

that

results

in

a

payment

default

(failure

to

make

scheduled

interest

or

principal

payments),

a

rating

downgrade,

or

an

inability

to

meet

a

financial

obligation.

Although

the

fund

only

purchases

securities

that

present

minimal

credit

risk

in

the

opinion

of

T.

Rowe

Price,

the

credit

quality

of

the

fund’s

holdings

could

change

rapidly

during

periods

of

market

stress.

The

fund’s

overall

credit

risk

is

relatively

low

since

it

invests

in

securities

that

are

backed

by

the

full

faith

and

credit

of

the

U.S.

government.

Repurchase

agreement

risks.

A

counterparty

to

a

repurchase

agreement

may

become

insolvent

or

fail

to

repurchase

securities

from

the

fund

as

required,

which

could

increase

the

fund’s

costs

or

prevent

the

fund

from

immediately

accessing

its

collateral.

T.

ROWE

PRICE

Government

Money

Fund

7

BENCHMARK

INFORMATION

Note:

Portions

of

the

mutual

fund

information

contained

in

this

report

was

supplied

by

Lipper,

a

Refinitiv

Company,

subject

to

the

following:

Copyright

2023

©

Refinitiv.

All

rights

reserved.

Any

copying,

republication

or

redistribution

of

Lipper

content

is

expressly

prohibited

without

the

prior

written

consent

of

Lipper.

Lipper

shall

not

be

liable

for

any

errors

or

delays

in

the

content,

or

for

any

actions

taken

in

reliance

thereon.

T.

ROWE

PRICE

Government

Money

Fund

8

GROWTH

OF

$10,000 

This

chart

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

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund returns

as

well

as

mutual fund

averages

and

indexes.

GOVERNMENT

MONEY

FUND 

Note:

Performance

for

the

I

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

5/31/23

1

Year

5

Years

10

Years

Since

Inception

Inception

Date

Government

Money

Fund

–

.

3.23‌%

1.28‌%

0.74‌%

–‌

–

Government

Money

Fund–

.

I  Class

3.34‌

1.35‌

–‌

1.28‌%

5/3/17

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Government

Money

Fund

9

EXPENSE

RATIO

FUND

EXPENSE

EXAMPLE

As

a

mutual

fund

shareholder,

you

may

incur

two

types

of

costs:

(1)

transaction

costs,

such

as

redemption

fees

or

sales

loads,

and

(2)

ongoing

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

fund

expenses.

The

following

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

most

recent

six-month

period

and

held

for

the

entire

period.

Please

note

that

the

fund

has

two

share

classes:

The

original

share

class

(Investor

Class)

charges

no

distribution

and

service

(12b-1)

fee,

and

the

I

Class

shares

are

also

available

to

institutionally

oriented

clients

and

impose

no

12b-1

or

administrative

fee

payment.

Each

share

class

is

presented

separately

in

the

table.

Actual

Expenses

The

first

line

of

the

following

table

(Actual)

provides

information

about

actual

account

values

and

expenses

based

on

the

fund’s

actual

returns.

You

may

use

the

information

on

this

line,

together

with

your

account

balance,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

on

the

first

line

under

the

heading

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

this

period.

Hypothetical

Example

for

Comparison

Purposes

The

information

on

the

second

line

of

the

table

(Hypothetical)

is

based

on

hypothetical

account

values

and

expenses

derived

from

the

fund’s

actual

expense

ratio

and

an

assumed

5%

per

year

rate

of

return

before

expenses

(not

the

fund’s

actual

return).

You

may

compare

the

ongoing

costs

of

investing

in

the

fund

with

other

funds

by

contrasting

this

5%

hypothetical

example

and

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

Government

Money

Fund

0.31‌%

Government

Money

Fund–I

Class

0.20‌ 

The

expense

ratio

shown

is

as

of

the

fund’s

most

recent

prospectus.

This

number

may

vary

from

the

expense

ratio

shown

elsewhere

in

this

report

because

it

is

based

on

a

different

time

period

and,

if

applicable,

includes

acquired

fund

fees

and

expenses

but

does

not

include

fee

or

expense

waivers.

T.

ROWE

PRICE

Government

Money

Fund

10

Note:

T.

Rowe

Price

charges

an

annual

account

service

fee

of

$20,

generally

for

accounts

with

less

than

$10,000.

The

fee

is

waived

for

any

investor

whose

T.

Rowe

Price

mutual

fund

accounts

total

$50,000

or

more;

accounts

electing

to

receive

electronic

delivery

of

account

statements,

transaction

confirmations,

prospectuses,

and

shareholder

reports;

or

accounts

of

an

investor

who

is

a

T.

Rowe

Price

Personal

Services

or

Enhanced

Personal

Services

client

(enrollment

in

these

programs

generally

requires

T.

Rowe

Price

assets

of

at

least

$250,000).

This

fee

is

not

included

in

the

accompanying

table.

If

you

are

subject

to

the

fee,

keep

it

in

mind

when

you

are

estimating

the

ongoing

expenses

of

investing

in

the

fund

and

when

comparing

the

expenses

of

this

fund

with

other

funds.

You

should

also

be

aware

that

the

expenses

shown

in

the

table

highlight

only

your

ongoing

costs

and

do

not

reflect

any

transaction

costs,

such

as

redemption

fees

or

sales

loads.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

To

the

extent

a

fund

charges

transaction

costs,

however,

the

total

cost

of

owning

that

fund

is

higher.

GOVERNMENT

MONEY

FUND

Beginning

Account

Value

12/1/22

Ending

Account

Value

5/31/23

Expenses

Paid

During

Period*

12/1/22

to

5/31/23

Investor

Class

Actual

$1,000.00

$1,021.50

$1.56

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.39

  1.56

I

Class

Actual

  1,000.00

  1,022.10

  1.01

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.93

  1.01

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(182),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.31%,

and

the

2

I Class

was

0.20%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Government

Money

Fund

11

QUARTER-END

RETURNS

Periods

Ended

3/31/23

SEC

Yield

(7-Day

Simple)

With

Waiver

a

SEC

Yield

(7-Day

Simple)

Without

Waiver

......

1

Year

....

5

Years

....

10

Years

Since

Inception

Inception

Date

Government

Money

Fund

–

.

4.51‌%

4.51‌%

2.49‌%

1.17‌%

0.67‌%

–‌

–

Government

Money

Fund–

.

I  Class

4.61‌

4.61‌

2.61‌

1.25‌

–‌

1.19‌%

5/3/17

The

fund's

performance

information

represents

only

past

performance

and

is

not

necessarily

an

indication

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

cited.

Yield

and

return

will

vary.

For

the

most

recent

month-end

performance,

please

visit

our

website

(troweprice.com)

or

contact

a

T.

Rowe

Price

representative

at

1-800-225-5132

or,

for

I

Class

shares,

1-800-638-8790.

This

table

provides

returns

through

the

most

recent

calendar

quarter-end

rather

than

through

the

end

of

the

fund’s

fiscal

period.

It

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate. Average

annual

total

return

figures

include

reinvested

dividends.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

When

assessing

performance,

investors

should

consider

both

short-

and

long-term

returns.

A

money

fund’s

yield

more

closely

represents

its

current

earnings

than

does

the

total

return.

a

In

an

effort

to

maintain

a

zero

or

positive

net

yield

for

the

fund,

T.

Rowe

Price

has

voluntarily

waived

all

or

a

portion

of

the

management

fee

it

is

entitled

to

receive

from

the

fund.

This

voluntary

waiver

is

in

addition

to

any

contractual

expense

ratio

limitation

in

effect

for

the

fund

and

may

be

amended

or

terminated

at

any

time

without

prior

notice.

A

fee

waiver

has

the

effect

of

increasing

the

fund’s

net

yield;

without

it,

the

fund’s

7-day

yield

would

have

been

lower.

Please

see

the

prospectus

for

more

details.

T.

ROWE

PRICE

Government

Money

Fund

Financial

Highlights

12

For

a

share

outstanding

throughout

each

period

Investor

Class

..

Year

..

..

Ended

.

5/31/23

5/31/22

5/31/21

5/31/20

5/31/19

NET

ASSET

VALUE

Beginning

of

period

$

1.00‌

$

1.00‌

$

1.00‌

$

1.00‌

$

1.00‌

Investment

activities

Net

investment

income

(1)(2)

0.03‌

—‌

(3)(4)

—‌

(3)(4)

0.01‌

(4

)

0.02‌

Net

realized

and

unrealized

gain/

loss

—‌

(3)

—‌

(3)

—‌

(3)

—‌

(3)

—‌

(3)

Total

from

investment

activities

0.03‌

—‌

(3)

—‌

(3)

0.01‌

0.02‌

Distributions

Net

investment

income

(0.03‌)

—‌

(3)

—‌

(3)

(0.01‌)

(0.02‌)

NET

ASSET

VALUE

End

of

period

$

1.00‌

$

1.00‌

$

1.00‌

$

1.00‌

$

1.00‌

T.

ROWE

PRICE

Government

Money

Fund

Financial

Highlights

13

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

..

Year

..

..

Ended

.

5/31/23

5/31/22

5/31/21

5/31/20

5/31/19

Ratios/Supplemental

Data

Total

return

(2)(5)

3.23‌%

0.04‌%

(4)

0.01‌%

(4)

1.27‌%

(4)

1.89‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

(6)

0.32‌%

0.31‌%

0.38‌%

0.40‌%

0.38‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.32‌%

0.11‌%

(4)

0.14‌%

(4)

0.36‌%

(4)

0.38‌%

Net

investment

income

3.17‌%

0.03‌%

(4)

0.01‌%

(4)

1.24‌%

(4)

1.86‌%

Net

assets,

end

of

period

(in

millions)

$7,834

$7,776

$10,228

$9,065

$7,531

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

5

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Amounts

round

to

less

than

$0.01

per

share.

(4)

See

Note

5.

Includes

the

effect

of

voluntary

management

fee

waivers

and

operating

expense

reimbursements

(0.20%,

0.20%

and

0.01%

of

avera

ge

net

assets)

for

the

years

ended

5/31/22,

5/31/21

and

5/31/20,

respectively.

(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.

(6)

See

Note

5.

Prior

to

5/31/20,

the

gross

expense

ratios

presented

are

net

of

a

management

fee

waiver

in

effect

during

the

period,

as

applicable.

T.

ROWE

PRICE

Government

Money

Fund

Financial

Highlights

14

For

a

share

outstanding

throughout

each

period

I

Class

..

Year

..

..

Ended

.

5/31/23

5/31/22

5/31/21

5/31/20

5/31/19

NET

ASSET

VALUE

Beginning

of

period

$

1.00‌

$

1.00‌

$

1.00‌

$

1.00‌

$

1.00‌

Investment

activities

Net

investment

income

(1)(2)

0.03‌

—‌

(3)(4)

—‌

(3)(4)

0.01‌

0.02‌

Net

realized

and

unrealized

gain/

loss

—‌

(3)

—‌

(3)

—‌

(3)

—‌

(3)

—‌

(3)

Total

from

investment

activities

0.03‌

—‌

(3)

—‌

(3)

0.01‌

0.02‌

Distributions

Net

investment

income

(0.03‌)

—‌

(3)

—‌

(3)

(0.01‌)

(0.02‌)

NET

ASSET

VALUE

End

of

period

$

1.00‌

$

1.00‌

$

1.00‌

$

1.00‌

$

1.00‌

T.

ROWE

PRICE

Government

Money

Fund

Financial

Highlights

15

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

..

Year

..

..

Ended

.

5/31/23

5/31/22

5/31/21

5/31/20

5/31/19

Ratios/Supplemental

Data

Total

return

(2)(5)

3.34‌%

0.06‌%

(4)

0.01‌%

(4)

1.37‌%

2.01‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

(6)

0.21‌%

0.20‌%

0.28‌%

0.30‌%

0.26‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.21‌%

0.13‌%

(4)

0.14‌%

(4)

0.27‌%

0.26‌%

Net

investment

income

3.36‌%

0.12‌%

(4)

0.01‌%

(4)

1.34‌%

2.01‌%

Net

assets,

end

of

period

(in

thousands)

$2,730,110

$2,091,466

$563,446

$498,266

$384,185

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

5

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Amounts

round

to

less

than

$0.01

per

share.

(4)

See

Note

5.

Includes

the

effect

of

voluntary

management

fee

waivers

and

operating

expense

reimbursements

(0.07%

and

0.11%

of

average

net

assets)

for

the

years

ended

5/31/22

and

5/31/21,

respectively.

(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.

(6)

See

Note

5.

Prior

to

5/31/20,

the

gross

expense

ratios

presented

are

net

of

a

management

fee

waiver

in

effect

during

the

period,

as

applicable.

T.

ROWE

PRICE

Government

Money

Fund

May

31,

2023

16

Portfolio

of

Investments

‡

Par

$

Value

(Amounts

in

000s)

‡

U.S.

GOVERNMENT

AGENCY

DEBT

12.8%

Federal

Farm

Credit

Banks,

4.63%,

6/6/23 

15,000‌

14,990‌

Federal

Farm

Credit

Banks,

4.68%,

12/13/23 

9,000‌

8,772‌

Federal

Farm

Credit

Banks,

4.72%,

10/30/23 

30,000‌

29,406‌

Federal

Farm

Credit

Banks,

4.80%,

9/5/23 

50,000‌

49,360‌

Federal

Farm

Credit

Banks,

4.80%,

11/9/23 

75,000‌

73,390‌

Federal

Farm

Credit

Banks,

4.875%,

1/10/24 

75,000‌

74,997‌

Federal

Farm

Credit

Banks,

4.88%,

1/24/24 

30,000‌

30,000‌

Federal

Farm

Credit

Banks,

4.89%,

11/8/23 

45,000‌

44,022‌

Federal

Farm

Credit

Banks,

4.92%,

10/11/23 

22,500‌

22,094‌

Federal

Farm

Credit

Banks,

FRN,

SOFR

+

0.32%,

5.38%,

6/9/23 

5,000‌

5,000‌

Federal

Home

Loan

Banks,

3.19%,

6/15/23 

57,830‌

57,758‌

Federal

Home

Loan

Banks,

4.48%,

6/16/23 

8,525‌

8,509‌

Federal

Home

Loan

Banks,

4.50%,

7/20/23 

16,500‌

16,494‌

Federal

Home

Loan

Banks,

4.63%,

1/12/24 

45,000‌

43,698‌

Federal

Home

Loan

Banks,

4.65%,

1/16/24 

30,000‌

29,113‌

Federal

Home

Loan

Banks,

4.767%,

9/1/23 

114,874‌

113,525‌

Federal

Home

Loan

Banks,

4.78%,

2/9/24 

50,000‌

48,320‌

Federal

Home

Loan

Banks,

4.84%,

8/30/23 

56,705‌

56,019‌

Federal

Home

Loan

Banks,

4.85%,

8/16/23 

40,000‌

39,590‌

Federal

Home

Loan

Banks,

4.90%,

11/22/23 

28,000‌

27,996‌

Federal

Home

Loan

Banks,

4.935%,

2/23/24 

30,100‌

28,998‌

Federal

Home

Loan

Banks,

4.99%,

9/15/23 

23,000‌

22,662‌

Federal

Home

Loan

Banks,

5.00%,

9/6/23 

6,867‌

6,775‌

Federal

Home

Loan

Banks,

5.15%,

12/5/23 

50,000‌

50,000‌

Federal

Home

Loan

Banks,

FRN,

SOFR

+

0.04%,

5.10%,

10/23/23 

75,000‌

75,000‌

Federal

Home

Loan

Banks,

FRN,

SOFR

+

0.04%,

5.10%,

1/17/24 

200,000‌

200,000‌

Federal

Home

Loan

Banks,

FRN,

SOFR

+

0.13%,

5.19%,

2/10/25 

50,000‌

50,000‌

Federal

Home

Loan

Mortgage,

0.25%,

6/26/23 

78,990‌

78,798‌

Federal

Home

Loan

Mortgage,

0.25%,

8/24/23 

14,601‌

14,450‌

Federal

National

Mortgage,

0.25%,

11/27/23 

31,873‌

31,173‌

Total

U.S.

Government

Agency

Debt

(Cost

$1,350,909)

1,350,909‌

U.S.

GOVERNMENT

AGENCY

REPURCHASE

AGREEMENT

28.3%(1)

Bank

of

America,

Tri-Party,

Dated

5/31/23,

5.05%,

Delivery

Value

of

$337,047,274

on

6/1/23,

Collateralized

by

U.S.

Government

securities,

2.00%,

2/20/51,

valued

at

$343,740,000 

337,000‌

337,000‌

BNY

Mellon,

Bilateral,

Tri-Party,

Dated

5/31/23,

5.06%,

Delivery

Value

of

$944,132,684

on

6/1/23,

Collateralized

by

U.S.

Government

securities,

1.50%

-

7.00%,

10/1/27

-

5/1/53,

valued

at

$962,880,000 

944,000‌

944,000‌

T.

ROWE

PRICE

Government

Money

Fund

17

Par

$

Value

(Amounts

in

000s)

Citigroup

Global

Markets,

Tri-Party,

Dated

5/31/23,

5.06%,

Delivery

Value

of

$315,044,275

on

6/1/23,

Collateralized

by

U.S.

Government

securities,

0.75%

-

3.50%,

8/15/25

-

8/31/26,

valued

at

$321,300,000 

315,000‌

315,000‌

Credit

Agricole,

Tri-Party,

Dated

5/31/23,

5.05%,

Delivery

Value

of

$191,626,877

on

6/1/23,

Collateralized

by

U.S.

Government

securities,

0.38%

-

3.00%,

7/31/24

-

11/30/25,

valued

at

$195,432,000 

191,600‌

191,600‌

Goldman

Sachs,

Tri-Party,

Dated

5/31/23,

5.06%,

Delivery

Value

of

$105,014,758

on

6/1/23,

Collateralized

by

U.S.

Government

securities,

1.50%

-

6.00%,

2/1/33

-

6/1/52,

valued

at

$107,100,000 

105,000‌

105,000‌

HSBC

Securities,

Tri-Party,

Dated

5/31/23,

5.06%,

Delivery

Value

of

$126,017,710

on

6/1/23,

Collateralized

by

U.S.

Government

securities,

1.22%

-

6.50%,

9/1/28

-

5/1/53,

valued

at

$128,520,000 

126,000‌

126,000‌

JPMorgan

Chase,

Tri-Party,

Dated

5/31/23,

5.06%,

Delivery

Value

of

$358,050,319

on

6/1/23,

Collateralized

by

U.S.

Government

securities,

1.50%

-

7.00%,

3/1/31

-

5/1/53,

valued

at

$365,160,000 

358,000‌

358,000‌

RBC

Dominion

Securities,

Tri-Party,

Dated

5/31/23,

5.05%,

Delivery

Value

of

$526,073,786

on

6/1/23,

Collateralized

by

U.S.

Government

securities,

0.13%

-

6.00%,

4/15/28

-

4/20/53,

valued

at

$536,520,000 

526,000‌

526,000‌

Royal

Bank

of

Canada,

Tri-Party,

Dated

5/31/23,

5.05%,

Delivery

Value

of

$84,011,783

on

6/1/23,

Collateralized

by

U.S.

Government

securities,

0.00%

-

5.40%,

7/31/23

-

7/31/28,

valued

at

$85,680,000 

84,000‌

84,000‌

Total

U.S.

Government

Agency

Repurchase

Agreement

(Cost

$2,986,600)

2,986,600‌

U.S.

TREASURY

DEBT

33.9%

U.S.

Treasury

Bills,

3.085%,

7/13/23 

246,400‌

245,540‌

U.S.

Treasury

Bills,

3.307%,

8/10/23 

50,000‌

49,689‌

U.S.

Treasury

Bills,

4.822%,

6/15/23 

1,075,400‌

1,073,248‌

U.S.

Treasury

Bills,

4.908%,

6/27/23 

180,275‌

179,646‌

U.S.

Treasury

Bills,

4.917%,

6/20/23 

225,950‌

225,318‌

U.S.

Treasury

Bills,

5.021%,

7/27/23 

97,490‌

96,741‌

U.S.

Treasury

Bills,

5.063%,

8/15/23 

103,000‌

101,931‌

U.S.

Treasury

Bills,

5.137%,

10/12/23 

50,000‌

49,071‌

U.S.

Treasury

Bills,

5.146%,

8/22/23 

88,000‌

86,986‌

U.S.

Treasury

Bills,

5.188%,

10/19/23 

50,000‌

49,013‌

U.S.

Treasury

Bills,

5.235%,

5/16/24 

29,700‌

28,262‌

U.S.

Treasury

Bills,

5.277%,

6/22/23 

127,000‌

126,611‌

U.S.

Treasury

Bills,

5.294%,

8/24/23 

196,000‌

193,611‌

U.S.

Treasury

Bills,

5.353%,

9/26/23 

49,000‌

48,162‌

U.S.

Treasury

Bills,

5.42%,

10/3/23 

100,000‌

98,240‌

T.

ROWE

PRICE

Government

Money

Fund

18

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Par

$

Value

(Amounts

in

000s)

U.S.

Treasury

Notes,

0.125%,

6/30/23 

64,000‌

63,735‌

U.S.

Treasury

Notes,

0.25%,

6/15/23 

135,000‌

134,741‌

U.S.

Treasury

Notes,

FRN,

3M

UST

+

0.029%,

5.401%,

7/31/23 

453,000‌

452,939‌

U.S.

Treasury

Notes,

FRN,

3M

UST

+

0.035%,

5.407%,

10/31/23 

36,540‌

36,540‌

U.S.

Treasury

Notes,

FRN,

3M

UST

+

0.14%,

5.512%,

10/31/24 

191,625‌

191,362‌

U.S.

Treasury

Notes,

FRN,

3M

UST

+

0.20%,

5.572%,

1/31/25 

52,120‌

52,120‌

Total

U.S.

Treasury

Debt

(Cost

$3,583,506)

3,583,506‌

U.S.

TREASURY

REPURCHASE

AGREEMENT

29.3%(1)

Federal

Reserve

Bank

of

New

York,

Tri-Party,

Dated

5/31/23,

5.05%,

Delivery

Value

of

$3,100,434,861

on

6/1/23,

Collateralized

by

U.S.

Government

securities,

1.63%

-

4.63%,

5/31/24

-

2/15/41,

valued

at

$3,100,435,000 

3,100,000‌

3,100,000‌

Total

U.S.

Treasury

Repurchase

Agreement

(Cost

$3,100,000)

3,100,000‌

Total

Investments

in

Securities

104.3%

of

Net

Assets

(Cost

$11,021,015)

$

11,021,015‌

‡

Par

is

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

See

Note

3.

Collateralized

by

U.S.

government

securities

valued

at

$6,146,767

at

May

31,

2023.

3M

UST

Three

month

U.S.

Treasury

bill

yield

FRN

Floating

Rate

Note

SOFR

Secured

overnight

financing

rate

T.

ROWE

PRICE

Government

Money

Fund

May

31,

2023

Statement

of

Assets

and

Liabilities

19

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$11,021,015)

$

11,021,015‌

Receivable

for

shares

sold

19,495‌

Interest

receivable

7,398‌

Cash

4‌

Other

assets

100‌

Total

assets

11,048,012‌

Liabilities

Payable

for

investment

securities

purchased

456,731‌

Payable

for

shares

redeemed

23,011‌

Investment

management

fees

payable

1,608‌

Due

to

affiliates

1,075‌

Payable

to

directors

6‌

Other

liabilities

1,651‌

Total

liabilities

484,082‌

NET

ASSETS

$

10,563,930‌

T.

ROWE

PRICE

Government

Money

Fund

May

31,

2023

Statement

of

Assets

and

Liabilities

20

($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)

$

396‌

Paid-in

capital

applicable

to

10,563,461,965

shares

of

$0.01

par

value

capital

stock

outstanding;

30,000,000,000

shares

authorized

10,563,534‌

NET

ASSETS

$

10,563,930‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$7,833,820;

Shares

outstanding:

7,833,472,483)

$

1.00‌

I

Class

(Net

assets:

$2,730,110;

Shares

outstanding:

2,729,989,482)

$

1.00‌

T.

ROWE

PRICE

Government

Money

Fund

Statement

of

Operations

21

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

5/31/23

Investment

Income

(Loss)

Interest

income

$

357,497‌

Expenses

Investment

management

18,328‌

Shareholder

servicing

Investor

Class

$

10,430‌

I

Class

526‌

10,956‌

Prospectus

and

shareholder

reports

Investor

Class

68‌

I

Class

1‌

69‌

Custody

and

accounting

318‌

Proxy

and

annual

meeting

58‌

Registration

53‌

Directors

30‌

Legal

and

audit

26‌

Miscellaneous

29‌

Total

expenses

29,867‌

Net

investment

income

327,630‌

Realized

Gain

/

Loss

–

Net

realized

gain

on

securities

41‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

327,671‌

T.

ROWE

PRICE

Government

Money

Fund

Statement

of

Changes

in

Net

Assets

22

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

5/31/23

5/31/22

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

327,630‌

$

4,290‌

Net

realized

gain

41‌

98‌

Increase

in

net

assets

from

operations

327,671‌

4,388‌

Distributions

to

shareholders

Net

earnings

Investor

Class

(

246,024‌

)

(

3,024‌

)

I

Class

(

81,606‌

)

(

1,266‌

)

Decrease

in

net

assets

from

distributions

(

327,630‌

)

(

4,290‌

)

Capital

share

transactions

*

Shares

sold

Investor

Class

9,052,834‌

12,882,783‌

I

Class

2,304,658‌

2,373,268‌

Distributions

reinvested

Investor

Class

238,535‌

2,910‌

I

Class

78,541‌

1,211‌

Shares

redeemed

Investor

Class

(

9,233,566‌

)

(

15,337,365‌

)

I

Class

(

1,744,586‌

)

(

846,532‌

)

Increase

(decrease)

in

net

assets

from

capital

share

transactions

696,416‌

(

923,725‌

)

Net

Assets

Increase

(decrease)

during

period

696,457‌

(

923,627‌

)

Beginning

of

period

9,867,473‌

10,791,100‌

End

of

period

$

10,563,930‌

$

9,867,473‌

*

Capital

share

transactions

at

net

asset

value

of

$1.00

per

share.

T.

ROWE

PRICE

Government

Money

Fund

NOTES

TO

FINANCIAL

STATEMENTS

23

T.

Rowe

Price

Government

Money

Fund,

Inc.

(the

fund) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act)

as a

diversified,

open-end

management

investment

company. The

fund's

goals

are

preservation

of

capital,

liquidity,

and,

consistent

with

these,

the

highest

possible

current

income.

The

fund

intends

to

operate

as

a

government

money

market

fund

and

has

no

intention

to

voluntarily impose

liquidity

fees

on

redemptions

or

temporarily

suspend

redemptions.

The

fund

has

two classes

of

shares:

the

Government

Money

Fund

(Investor

Class)

and

the

Government

Money

Fund–I

Class

(I

Class).

I

Class

shares

require

a

$500,000

initial

investment

minimum,

although

the

minimum

generally

is

waived

or

reduced

for

financial

intermediaries,

eligible

retirement

plans,

and

certain

other

accounts.

Prior

to

November

15,

2021,

the

initial

investment

minimum

was

$1

million

and

was

generally

waived

for

financial

intermediaries,

eligible

retirement

plans,

and

other

certain

accounts.

As

a

result

of

the

reduction

in

the

I

Class

minimum,

certain

assets

transferred

from

the

Investor

Class

to

the

I

Class.

This

transfer

of

shares

from

Investor

Class

to

I

Class

is

reflected

in

the

Statement

of

Changes

in

Net

Assets

within

the

Capital

shares

transactions

as

Shares

redeemed

and

Shares

sold,

respectively. Each

class

has

exclusive

voting

rights

on

matters

related

solely

to

that

class;

separate

voting

rights

on

matters

that

relate

to

both classes;

and,

in

all

other

respects,

the

same

rights

and

obligations

as

the

other

class.

NOTE

1

-

SIGNIFICANT

ACCOUNTING

POLICIES 

Basis

of

Preparation

 The fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

in

the

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946

(ASC

946).

The

accompanying

financial

statements

were

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP),

including,

but

not

limited

to,

ASC

946.

GAAP

requires

the

use

of

estimates

made

by

management.

Management

believes

that

estimates

and

valuations

are

appropriate;

however,

actual

results

may

differ

from

those

estimates,

and

the

valuations

reflected

in

the

accompanying

financial

statements

may

differ

from

the

value

ultimately

realized

upon

sale

or

maturity.

Investment

Transactions,

Investment

Income,

and

Distributions

 Investment

transactions

are

accounted

for

on

the

trade

date

basis.

Income

and

expenses

are

recorded

on

the

accrual

basis.

Realized

gains

and

losses

are

reported

on

the

identified

cost

basis.

Premiums

and

discounts

on

debt

securities

are

amortized

for

financial

reporting

purposes.

Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

T.

ROWE

PRICE

Government

Money

Fund

24

as

income

tax

expense.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Income

distributions,

if

any, are

declared

by

each

class daily

and

paid

monthly.

A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

Class

Accounting

 Shareholder

servicing,

prospectus,

and

shareholder

report

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to

all

classes

and

investment

income

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class’s

settled

shares;

realized

and

unrealized

gains

and

losses

are

allocated

based

upon

the

relative

daily

net

assets

of

each

class’s

outstanding

shares.

Capital

Transactions

 Each

investor’s

interest

in

the

net

assets

of the

fund

is

represented

by

fund

shares. The

fund’s

net

asset

value

(NAV)

per

share

is

computed

at

the

close

of

the

New

York

Stock

Exchange

(NYSE),

normally

4

p.m.

ET,

each

day

the

NYSE

is

open

for

business.

However,

the

NAV

per

share

may

be

calculated

at

a

time

other

than

the

normal

close

of

the

NYSE

if

trading

on

the

NYSE

is

restricted,

if

the

NYSE

closes

earlier,

or

as

may

be

permitted

by

the

SEC.

Purchases

and

redemptions

of

fund

shares

are

transacted

at

the

next-computed

NAV

per

share,

after

receipt

of

the

transaction

order

by

T.

Rowe

Price

Associates,

Inc.,

or

its

agents.

New

Accounting

Guidance

The

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2020–04,

Reference

Rate

Reform

(Topic

848) –

Facilitation

of

the

Effects

of

Reference

Rate

Reform

on

Financial

Reporting

in

March

2020

and

ASU

2021-01

in

January

2021

which

provided

further

amendments

and

clarifications

to

Topic

848.

These

ASUs provide

optional,

temporary

relief

with

respect

to

the

financial

reporting

of

contracts

subject

to

certain

types

of

modifications

due

to

the

planned

discontinuation

of

the

London

Interbank

Offered

Rate

(LIBOR),

and

other

interbank-offered

based

reference

rates,

through December

31,

2022.

In

December

2022,

FASB

issued

ASU

2022-

06

which

defers

the

sunset

date

of

Topic

848

from

December

31,

2022

to

December

31,

2024,

after

which

entities

will

no

longer

be

permitted

to

apply

the

relief

in

Topic

848.

Management

intends

to

rely

upon

the

relief

provided

under

Topic

848,

which

is

not

expected to

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.

T.

ROWE

PRICE

Government

Money

Fund

25

NOTE

2

-

VALUATION 

The

fund’s

financial

instruments

are

valued

at

the

close

of

the

NYSE

and

are

reported

at

fair

value,

which

GAAP

defines

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value.

The

fund’s

Board

of

Directors

(the

Board)

has

designated

T.

Rowe

Price

Associates,

Inc.

as

the

fund’s

valuation

designee

(Valuation

Designee).

Subject

to

oversight

by

the

Board,

the

Valuation

Designee

performs

the

following

functions

in

performing

fair

value

determinations:

assesses

and

manages

valuation risks;

establishes

and

applies

fair

value

methodologies;

tests

fair

value

methodologies;

and

evaluates

pricing

vendors

and

pricing

agents.

The

duties

and

responsibilities

of

the

Valuation

Designee

are

performed

by

its

Valuation

Committee.

The

Valuation

Designee

provides

periodic

reporting

to

the

Board

on

valuation

matters.

Various

valuation

techniques

and

inputs

are

used

to

determine

the

fair

value

of

financial

instruments.

GAAP

establishes

the

following

fair

value

hierarchy

that

categorizes

the

inputs

used

to

measure

fair

value:

Level

1 – quoted

prices

(unadjusted)

in

active

markets

for

identical

financial

instruments

that

the

fund

can

access

at

the

reporting

date

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

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.

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.

T.

ROWE

PRICE

Government

Money

Fund

26

In

accordance

with

Rule

2a-7

under

the

1940

Act,

the

fund

values

its

securities

at

amortized

cost,

which

approximates

fair

value.

Securities

for

which

amortized

cost

is

deemed

not

to

reflect

fair

value

are

stated

at

fair

value

as

determined

in

good

faith

by

the

Valuation

Designee,

in

accordance

with

fair

valuation

policies

and

procedures.

On

May

31,

2023,

all

of

the

fund’s

financial

instruments

were

classified

as

Level

2

in

the

fair

value

hierarchy.

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.

Repurchase

Agreements

 The

fund

engages

in

repurchase

agreements,

pursuant

to

which

it

pays

cash

to

and

receives

securities

from

a

counterparty

that

agrees

to

“repurchase”

the

securities

at

a

specified

time,

typically

within

seven

business

days,

for

a

specified

price.

The

fund

enters

into

such

agreements

with

well-established

securities

dealers

or

banks

that

are

members

of

the

Federal

Reserve

System

and

are

on

Price

Associates' approved

list.

All

repurchase

agreements

are

fully

collateralized

by

U.S.

government

or

related

agency

securities,

which

are

held

by

the

custodian

designated

by

the

agreement.

Collateral

is

evaluated

daily

to

ensure

that

its

market

value

exceeds

the

delivery

value

of

the

repurchase

agreements

at

maturity.

Although

risk

is

mitigated

by

the

collateral,

the

fund

could

experience

a

delay

in

recovering

its

value

and

a

possible

loss

of

income

or

value

if

the

counterparty

fails

to

perform

in

accordance

with

the

terms

of

the

agreement.

LIBOR

Transition

 The fund

may

invest

in

instruments

that

are

tied

to

reference

rates,

including

LIBOR.

Over

the

course

of

the

last

several

years,

global

regulators

have

indicated

an

intent

to

phase

out

the

use

of

LIBOR

and

similar

interbank

offered

rates

(IBOR). There

remains

uncertainty

regarding

the

future

utilization

of

LIBOR

and

the

nature

of

any

replacement

rate.

Any

potential

effects

of

the

transition

away

from

LIBOR

on

the fund,

or

on

certain

instruments

in

which

the fund

invests,

cannot

yet

be

determined.

The

transition

process

may

result

in,

among

other

things,

an

increase

in

volatility

or

illiquidity

of

markets

for

instruments

that

currently

rely

on

LIBOR,

a

reduction

in

the

value

of

certain

instruments

held

by

the fund,

or

a

reduction

in

the

effectiveness

of

related

fund

transactions

such

as

hedges.

Any

such

effects

could

have

an

adverse

impact

on

the fund's

performance.

T.

ROWE

PRICE

Government

Money

Fund

27

NOTE

4

-

FEDERAL

INCOME

TAXES

Generally,

no

provision

for

federal

income

taxes

is

required

since

the

fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its

taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

The fund

files

U.S.

federal,

state,

and

local

tax

returns

as

required. The

fund’s

tax

returns

are

subject

to

examination

by

the

relevant

tax

authorities

until

expiration

of

the

applicable

statute

of

limitations,

which

is

generally

three

years

after

the

filing

of

the

tax

return

but

which

can

be

extended

to

six

years

in

certain

circumstances.

Tax

returns

for

open

years

have

incorporated

no

uncertain

tax

positions

that

require

a

provision

for

income

taxes.

Capital

accounts

within

the

financial

reporting

records

are

adjusted

for

permanent

book/tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

permanent

book/tax

adjustments,

if

any,

have

no

impact

on

results

of

operations

or

net

assets.

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

At

May

31,

2023,

the

tax-basis

cost

of

investments was

as

follows:

At

May

31,

2023,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

($000s)

May

31,

2023

May

31,

2022

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

327,630‌

$

4,290‌

($000s)

Cost

of

investments

$

11,021,015‌

($000s)

Undistributed

ordinary

income

$

396‌

Total

distributable

earnings

(loss)

$

396‌

T.

ROWE

PRICE

Government

Money

Fund

28

NOTE

5

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

(Price

Group). 

The

investment

management

agreement

between

the

fund

and

Price

Associates

provides

for

an

annual

investment

management

fee

equal

to 0.18%

of

the

fund’s

average

daily

net

assets.

The

fee

is

computed

daily

and

paid

monthly.

The

I

Class

is

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.

Price

Associates

may

voluntarily

waive

all

or

a

portion

of

its

management

fee

and

reimburse

operating

expenses

to

the

extent

necessary

for

the

fund

to

maintain

a

zero

or

positive

net

yield

(voluntary

waiver).

This

voluntary

waiver

is

in

addition

to

the

contractual

expense

limit

in

effect

for

the

fund. Any

amounts

waived/paid

by

Price

Associates

under

this

voluntary

agreement

are

not

subject

to

repayment

by

the

fund.

Price

Associates

may

amend

or

terminate

this

voluntary

arrangement

at

any

time

without

prior

notice.

For

the

year ended

May

31,

2023,

the

fund

had

no

voluntary

waivers.

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

I

Class

Expense

limitation/I

Class

Limit

0.05%

Expense

limitation

date

09/30/23

(Waived)/repaid

during

the

period

($000s)

$—

T.

ROWE

PRICE

Government

Money

Fund

29

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.

For

the

year

ended

May

31,

2023,

expenses

incurred

pursuant

to

these

service

agreements

were

$106,000

for

Price

Associates;

$8,133,000

for

T.

Rowe

Price

Services,

Inc.;

and

$1,144,000

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.

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

May

31,

2023,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

NOTE

6

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war,

terrorism,

pandemics,

outbreaks

of

infectious

diseases,

and

similar

public

health

threats

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

the fund

invests.

Certain

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.

Since

2020,

a

novel

strain

of

coronavirus

(COVID-19)

has

resulted

in

disruptions

to

global

business

activity

and

caused

significant

volatility

and

declines

in

global

financial

markets.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict

leading

to

economic

sanctions

being

imposed

on

Russia

and

certain

of

its

citizens,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

In

March

2023,

the

collapse

of

some

US

regional

and

global

banks

as

well

as

overall

concerns

around

the

soundness

and

stability

of

the

global

banking

sector

has

sparked

concerns

of

a

broader

financial

crisis

impacting

the

overall

global

banking

sector.

In

T.

ROWE

PRICE

Government

Money

Fund

30

certain

cases,

government

agencies

have

assumed

control

or

otherwise

intervened

in

the

operations

of

certain

banks

due

to

liquidity

and

solvency

concerns.

The

extent

of

impact

of

these

events

on

the

US

and

global

markets

is

highly

uncertain.

These

are

recent

examples

of

global

events

which

may

have

a

negative

impact

on

the

values

of

certain

portfolio

holdings

or

the

fund’s

overall

performance.

Management

is

actively

monitoring

the

risks

and

financial

impacts

arising

from

these

events.

T.

ROWE

PRICE

Government

Money

Fund

31

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Directors

and

Shareholders

of

T.

Rowe

Price

Government

Money

Fund,

Inc.

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

portfolio

of

investments,

of

T.

Rowe

Price

Government

Money

Fund,

Inc.

(the

"Fund")

as

of

May

31,

2023,

the

related

statement

of

operations

for

the

year

ended

May

31,

2023,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

May

31,

2023,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

May

31,

2023

(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

May

31,

2023,

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

May

31,

2023

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

May

31,

2023,

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

Government

Money

Fund

32

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

May

31,

2023

by

correspondence

with

the

custodian

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

July

20,

2023

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

Government

Money

Fund

33

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 5/31/23

We

are

providing

this

information

as

required

by

the

Internal

Revenue

Code.

The

amounts

shown

may

differ

from

those

elsewhere

in

this

report

because

of

differences

between

tax

and

financial

reporting

requirements.

The

fund’s

distributions

to

shareholders

included:

For

nonresident

alien

shareholders,

$321,013,000

of

income

dividends

are

interest-

related

dividends.  

For

shareholders

subject

to

interest

expense

deduction

limitation

under

Section

163(j), $346,530,000 of

the

fund’s

income

qualifies

as

a

Section

163(j)

interest

dividend

and

can

be

treated

as

interest

income

for

purposes

of

Section

163(j),

subject

to

holding

period

requirements

and

other

limitations.

INFORMATION

ON

PROXY

VOTING

POLICIES,

PROCEDURES,

AND

RECORDS

A

description

of

the

policies

and

procedures

used

by

T.

Rowe

Price

funds

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

is

available

in

each

fund’s

Statement

of

Additional

Information.

You

may

request

this

document

by

calling

1-800-225-5132

or

by

accessing

the

SEC’s

website,

sec.gov.

The

description

of

our

proxy

voting

policies

and

procedures

is

also

available

on

our

corporate

website.

To

access

it,

please

visit

the

following

Web

page:

https://www.troweprice.com/corporate/us/en/utility/policies.html

Scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Guidelines.”

Click

on

the

links

in

the

shaded

box.

Each

fund’s

most

recent

annual

proxy

voting

record

is

available

on

our

website

and

through

the

SEC’s

website.

To

access

it

through

T.

Rowe

Price,

visit

the

website

location

shown

above,

and

scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Records.”

Click

on

the

Proxy

Voting

Records

link

in

the

shaded

box.

HOW

TO

OBTAIN

QUARTERLY

PORTFOLIO

HOLDINGS

The

fund

files

its

complete

schedule

of

portfolio

holdings

with

the

Securities

and

Exchange

Commission

(SEC)

each

month

on

Form

N-MFP. The

fund’s

reports

on

Form

N-MFP

are

available on

the

SEC’s

website

(sec.gov).

In

addition,

most

T.

Rowe

Price

funds

disclose

their portfolio

holdings

information

on

troweprice.com

.

T.

ROWE

PRICE

Government

Money

Fund

34

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

Each

year,

the

fund’s

Board

of

Directors

(Board)

considers

the

continuation

of

the

investment

management

agreement

(Advisory

Contract)

between

the

fund

and

its

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser).

In

that

regard,

at

a

meeting

held

on

March

6–7,

2023

(Meeting),

the

Board,

including

all

of

the

fund’s

independent

directors,

approved

the

continuation

of

the

fund’s

Advisory

Contract.

At

the

Meeting,

the

Board

considered

the

factors

and

reached

the

conclusions

described

below

relating

to

the

selection

of

the

Adviser

and

the

approval

of

the

Advisory

Contract.

The

independent

directors

were

assisted

in

their

evaluation

of

the

Advisory

Contract

by

independent

legal

counsel

from

whom

they

received

separate

legal

advice

and

with

whom

they

met

separately.

In

providing

information

to

the

Board,

the

Adviser

was

guided

by

a

detailed

set

of

requests

for

information

submitted

by

independent

legal

counsel

on

behalf

of

the

independent

directors.

In

considering

and

approving

the

continuation

of

the

Advisory

Contract,

the

Board

considered

the

information

it

believed

was

relevant,

including,

but

not

limited

to,

the

information

discussed

below.

The

Board

considered

not

only

the

specific

information

presented

in

connection

with

the

Meeting

but

also

the

knowledge

gained

over

time

through

interaction

with

the

Adviser

about

various

topics.

The

Board

meets

regularly

and,

at

each

of

its

meetings,

covers

an

extensive

agenda

of

topics

and

materials

and

considers

factors

that

are

relevant

to

its

annual

consideration

of

the

renewal

of

the

T.

Rowe

Price

funds’

advisory

contracts,

including

performance

and

the

services

and

support

provided

to

the

funds

and

their

shareholders.

Services

Provided

by

the

Adviser

The

Board

considered

the

nature,

quality,

and

extent

of

the

services

provided

to

the

fund

by

the

Adviser.

These

services

included,

but

were

not

limited

to,

directing

the

fund’s

investments

in

accordance

with

its

investment

program

and

the

overall

management

of

the

fund’s

portfolio,

as

well

as

a

variety

of

related

activities

such

as

financial,

investment

operations,

and

administrative

services;

compliance;

maintaining

the

fund’s

records

and

registrations;

and

shareholder

communications.

The

Board

also

reviewed

the

background

and

experience

of

the

Adviser’s

senior

management

team

and

investment

personnel

involved

in

the

management

of

the

fund,

as

well

as

the

Adviser’s

compliance

record.

The

Board

concluded

that

the

information

it

considered

with

respect

to

the

nature,

quality,

and

extent

of

the

services

provided

by

the

Adviser,

as

well

as

the

other

factors

considered

at

the

Meeting,

supported

the

Board’s

approval

of

the

continuation

of

the

Advisory

Contract.

Investment

Performance

of

the

Fund

The

Board

took

into

account

discussions

with

the

Adviser

and

detailed

reports

that

it

regularly

receives

throughout

the

year

on

relative

and

absolute

performance

for

the

T.

Rowe

Price

funds.

In

connection

with

the

Meeting,

the

Board

reviewed

information

provided

by

the

Adviser

that

compared

the

fund’s

total

returns,

as

well

as

a

wide

variety

of

other

previously

agreed-upon

performance

measures

and

market

data,

against

relevant

benchmark

indexes

and

peer

groups

of

funds

with

similar

investment

programs

for

T.

ROWE

PRICE

Government

Money

Fund

35

various

periods

through

December

31,

2022. Additionally,

the

Board

reviewed

the

fund’s

relative

performance

information

as

of

September

30,

2022,

which

ranked

the

returns

of

the

fund’s

Investor

Class

for

various

periods

against

a

universe

of

funds

with

similar

investment

programs

selected

by

Broadridge,

an

independent

provider

of

mutual

fund

data.

In

the

course

of

its

deliberations,

the

Board

considered

performance

information

provided

throughout

the

year

and

in

connection

with

the

Advisory

Contract

review

at

the

Meeting,

as

well

as

information

provided

during

investment

review

meetings

conducted

with

portfolio

managers

and

senior

investment

personnel

during

the

course

of

the

year

regarding

the

fund’s

performance.

The

Board

also

considered

relevant

factors,

such

as

overall

market

conditions

and

trends

that

could

adversely

impact

the

fund’s

performance,

length

of

the

fund’s

performance

track

record,

and

how

closely

the

fund’s

strategies

align

with

its

benchmarks

and

peer

groups.

The

Board

concluded

that

the

information

it

considered

with

respect

to

the

fund’s

performance,

as

well

as

the

other

factors

considered

at

the

Meeting,

supported

the

Board’s

approval

of

the

continuation

of

the

Advisory

Contract.

Costs,

Benefits,

Profits,

and

Economies

of

Scale

The

Board

reviewed

detailed

information

regarding

the

revenues

received

by

the

Adviser

under

the

Advisory

Contract

and

other

direct

and

indirect

benefits

that

the

Adviser

(and

its

affiliates)

may

have

realized

from

its

relationship

with

the

fund.

In

considering

soft-

dollar

arrangements

pursuant

to

which

research

may

be

received

from

broker-dealers

that

execute

the

fund’s

portfolio

transactions,

the

Board

noted

that

the

Adviser

bears

the

cost

of

research

services

for

all

client

accounts

that

it

advises,

including

the

T.

Rowe

Price

funds.

The

Board

received

information

on

the

estimated

costs

incurred

and

profits

realized

by

the

Adviser

from

managing

the

T.

Rowe

Price

funds.

The

Board

also

reviewed

estimates

of

the

profits

realized

from

managing

the

fund

in

particular,

and

the

Board

concluded

that

the

Adviser’s

profits

were

reasonable

in

light

of

the

services

provided

to

the

fund.

The

Board

also

considered

whether

the

fund

benefits

under

the

fee

levels

set

forth

in

the

Advisory

Contract

or

otherwise

from

any

economies

of

scale

realized

by

the

Adviser.

Under

the

Advisory

Contract,

the

fund

pays

a

fee

to

the

Adviser

for

investment

management

services

based

on

the

fund’s

average

daily

net

assets

and

the

fund

pays

its

own

expenses

of

operations.

Assets

of

the

fund

are

included

in

the

calculation

of

the

group

fee

rate,

which

serves

as

a

component

of

the

management

fee

for

many

other

T.

Rowe

Price

funds

and

declines

at

certain

asset

levels

based

on

the

combined

average

net

assets

of

most

of

the

T.

Rowe

Price

funds

(including

the

fund).

Although

the

fund

does

not

have

a

group

fee

component

to

its

management

fee,

its

assets

are

included

in

the

calculation

because

certain

resources

utilized

to

operate

the

fund

are

shared

with

other

T.

Rowe

Price

funds.

The

fund’s

shareholders

also

benefit

from

potential

economies

of

scale

through

a

decline

in

certain

operating

expenses

as

the

fund

grows

in

size.

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

(continued)

T.

ROWE

PRICE

Government

Money

Fund

36

In

addition,

the

Board

noted

that

the

fund

potentially

shares

in

indirect

economies

of

scale

through

the

Adviser’s

ongoing

investments

in

its

business

in

support

of

the

T.

Rowe

Price

funds,

including

investments

in

trading

systems,

technology,

and

regulatory

support

enhancements,

and

the

ability

to

possibly

negotiate

lower

fee

arrangements

with

third-

party

service

providers.

The

Board

concluded

that

the

advisory

fee

structure

for

the

fund

provides

for

a

reasonable

sharing

of

benefits

from

any

economies

of

scale

with

the

fund’s

investors.

Fees

and

Expenses

The

Board

was

provided

with

information

regarding

industry

trends

in

management

fees

and

expenses.

Among

other

things,

the

Board

reviewed

data

for

peer

groups

that

were

compiled

by

Broadridge,

which

compared:

(i)

contractual

management

fees,

actual

management

fees,

nonmanagement

expenses,

and

total

expenses

of

the

Investor

Class

of

the

fund

with

a

group

of

competitor

funds

selected

by

Broadridge

(Expense

Group)

and

(ii)

actual

management

fees,

nonmanagement

expenses,

and

total

expenses

of

the

Investor

Class

of

the

fund

with

a

broader

set

of

funds

within

the

Lipper

investment

classification

(Expense

Universe).

The

Board

considered

the

fund’s

contractual

management

fee

rate,

actual

management

fee

rate

(which

reflects

the

management

fees

actually

received

from

the

fund

by

the

Adviser

after

any

applicable

waivers,

reductions,

or

reimbursements),

operating

expenses,

and

total

expenses

(which

reflect

the

net

total

expense

ratio

of

the

fund

after

any

waivers,

reductions,

or

reimbursements)

in

comparison

with

the

information

for

the

Broadridge

peer

groups.

Broadridge

generally

constructed

the

peer

groups

by

seeking

the

most

comparable

funds

based

on

similar

investment

classifications

and

objectives,

expense

structure,

asset

size,

and

operating

components

and

attributes

and

ranked

funds

into

quintiles,

with

the

first

quintile

representing

the

funds

with

the

lowest

relative

expenses

and

the

fifth

quintile

representing

the

funds

with

the

highest

relative

expenses.

The

information

provided

to

the

Board

indicated

that

the

fund’s

contractual

management

fee

ranked

in

the

second

quintile

(Expense

Group),

the

fund’s

actual

management

fee

rate

ranked

in

the

first

quintile

(Expense

Group

and

Expense

Universe),

and

the

fund’s

total

expenses

ranked

in

the

fifth

quintile

(Expense

Group

and

Expense

Universe).

The

Board

also

reviewed

the

fee

schedules

for

other

investment

portfolios

with

similar

mandates

that

are

advised

or

subadvised

by

the

Adviser

and

its

affiliates,

including

separately

managed

accounts

for

institutional

and

individual

investors;

subadvised

funds;

and

other

sponsored

investment

portfolios,

including

collective

investment

trusts

and

pooled

vehicles

organized

and

offered

to

investors

outside

the

United

States.

Management

provided

the

Board

with

information

about

the

Adviser’s

responsibilities

and

services

provided

to

subadvisory

and

other

institutional

account

clients,

including

information

about

how

the

requirements

and

economics

of

the

institutional

business

are

fundamentally

different

from

those

of

the

proprietary

mutual

fund

business.

The

Board

considered

information

showing

that

the

Adviser’s

mutual

fund

business

is

generally

more

complex

from

a

business

and

compliance

perspective

than

its

institutional

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

(continued)

T.

ROWE

PRICE

Government

Money

Fund

37

account

business

and

considered

various

relevant

factors,

such

as

the

broader

scope

of

operations

and

oversight,

more

extensive

shareholder

communication

infrastructure,

greater

asset

flows,

heightened

business

risks,

and

differences

in

applicable

laws

and

regulations

associated

with

the

Adviser’s

proprietary

mutual

fund

business.

In

assessing

the

reasonableness

of

the

fund’s

management

fee

rate,

the

Board

considered

the

differences

in

the

nature

of

the

services

required

for

the

Adviser

to

manage

its

mutual

fund

business

versus

managing

a

discrete

pool

of

assets

as

a

subadviser

to

another

institution’s

mutual

fund

or

for

an

institutional

account

and

that

the

Adviser

generally

performs

significant

additional

services

and

assumes

greater

risk

in

managing

the

fund

and

other

T.

Rowe

Price

funds

than

it

does

for

institutional

account

clients,

including

subadvised

funds.

On

the

basis

of

the

information

provided

and

the

factors

considered,

the

Board

concluded

that

the

fees

paid

by

the

fund

under

the

Advisory

Contract

are

reasonable.

Approval

of

the

Advisory

Contract

As

noted,

the

Board

approved

the

continuation

of

the

Advisory

Contract.

No

single

factor

was

considered

in

isolation

or

to

be

determinative

to

the

decision.

Rather,

the

Board

concluded,

in

light

of

a

weighting

and

balancing

of

all

factors

considered,

that

it

was

in

the

best

interests

of

the

fund

and

its

shareholders

for

the

Board

to

approve

the

continuation

of

the

Advisory

Contract

(including

the

fees

to

be

charged

for

services

thereunder).

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

(continued)

T.

ROWE

PRICE

Government

Money

Fund

38

ABOUT

THE

FUND'S

DIRECTORS

AND

OFFICERS

Your

fund

is

overseen

by

a

Board

of

Directors

(Board)

that

meets

regularly

to

review

a

wide

variety

of

matters

affecting

or

potentially

affecting

the

fund,

including

performance,

investment

programs,

compliance

matters,

advisory

fees

and

expenses,

service

providers,

and

business

and

regulatory

affairs.

The

Board

elects

the

fund’s

officers,

who

are

listed

in

the

final

table.

The

directors

who

are

also

employees

or

officers

of

T.

Rowe

Price

are

considered

to

be

“interested”

directors

as

defined

in

Section

2(a)(19)

of

the

1940

Act

because

of

their

relationships

with

T.

Rowe

Price

Associates,

Inc. (T.

Rowe

Price),

and

its

affiliates.

The

business

address

of

each

director

and

officer

is

100

East

Pratt

Street,

Baltimore,

Maryland

21202.

The

Statement

of

Additional

Information

includes

additional

information

about

the

fund

directors

and

is

available

without

charge

by

calling

a

T.

Rowe

Price

representative

at

1-800-638-5660.

INDEPENDENT

DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Teresa

Bryce

Bazemore

(1959)

2018

[210]

President

and

Chief

Executive

Officer,

Federal

Home

Loan

Bank

of

San

Francisco

(2021

to

present);

Chief

Executive

Officer,

Bazemore

Consulting

LLC

(2018

to

2021);

Director,

Chimera

Investment

Corporation

(2017

to

2021);

Director,

First

Industrial

Realty

Trust

(2020

to

present);

Director,

Federal

Home

Loan

Bank

of

Pittsburgh

(2017

to

2019)

Melody

Bianchetto

(1966)

2023

[210]

Advisory

Board

Member;

Vice

President

for

Finance,

University

of

Virginia

(2015

to

2023)

Bruce

W.

Duncan

(1951)

2013

[210]

President,

Chief

Executive

Officer,

and

Director,

CyrusOne,

Inc.

(2020

to

2021);

Chair

of

the

Board

(2016

to

2020)

and

President

(2009

to

2016),

First

Industrial

Realty

Trust,

owner

and

operator

of

industrial

properties;

Member,

Investment

Company

Institute

Board

of

Governors

(2017

to

2019);

Member,

Independent

Directors

Council

Governing

Board

(2017

to

2019);

Senior

Advisor,

KKR

(2018

to

2022);

Director,

Boston

Properties

(2016

to

present);

Director,

Marriott

International,

Inc.

(2016

to

2020)

Robert

J.

Gerrard,

Jr.

(1952)

2013

[210]

Chair

of

the

Board,

all

funds

(July

2018

to

present)

Paul

F.

McBride

(1956)

2013

[210]

Advisory

Board

Member,

Vizzia

Technologies

(2015

to

present);

Board

Member,

Dunbar

Armored

(2012

to

2018)

T.

ROWE

PRICE

Government

Money

Fund

39

INTERESTED 

DIRECTORS

(

a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Mark

J.

Parrell

(1966)

2023

[210]

Advisory

Board

Member;

Board

of

Trustees

Member

and

Chief

Executive

Officer

(2019

to

present),

President

(2018

to

present),

Executive

Vice

President

and

Chief

Financial

Officer

(2007

to

2018),

and

Senior

Vice

President

and

Treasurer

(2005

to

2007),

EQR;

Member

and

Chair,

Nareit

Dividends

Through

Diversity,

Equity

&

Inclusion

CEO

Council,

Nareit

2021

Audit

and

Investment

Committee

(2021);

Advisory

Board,

Ross

Business

School

at

University

of

Michigan

(2015

to

2016);

Member

and

Chair

of

the

Finance

Committee,

National

Multifamily

Housing

Council

(2015

to

2016);

Member,

Economic

Club

of

Chicago;

Director,

Brookdale

Senior

Living,

Inc.

(2015

to

2017);

Director,

Aviv

REIT,

Inc.

(2013

to

2015);

Director,

Real

Estate

Roundtable

(July

2021

to

present)

and

the

2022

Executive

Board

Nareit

(November

2021

to

present);

Board

of

Directors

and

Chair

of

the

Finance

Committee,

Greater

Chicago

Food

Depository

(July

2017

to

present)  

Kellye

L.

Walker

(1966)

2021

[210]

Executive

Vice

President

and

Chief

Legal

Officer,

Eastman

Chemical

Company

(April

2020

to

present);

Executive

Vice

President

and

Chief

Legal

Officer,

Huntington

Ingalls

Industries,

Inc.

(January

2015

to

March

2020);

Director,

Lincoln

Electric

Company

(October

2020

to

present)

(a)

All

information

about

the

independent

directors

was

current

as

of

December

31,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

David

Oestreicher

(1967)

2018

[210]

Director,

Vice

President,

and

Secretary,

T.

Rowe

Price,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.;

Director

and

Secretary,

T.

Rowe

Price

Investment

Management,

Inc.

(Price

Investment

Management);

Vice

President

and

Secretary,

T.

Rowe

Price

International

(Price

International);

Vice

President,

T.

Rowe

Price

Hong

Kong

(Price

Hong

Kong),

T. Rowe

Price

Japan

(Price

Japan),

and

T.

Rowe

Price

Singapore

(Price

Singapore);

General

Counsel,

Vice

President,

and

Secretary,

T.

Rowe

Price

Group,

Inc.;

Chair

of

the

Board,

Chief

Executive

Officer,

President,

and

Secretary,

T.

Rowe

Price

Trust

Company;

Principal

Executive

Officer

and

Executive

Vice

President,

all

funds

INDEPENDENT

DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

Government

Money

Fund

40

OFFICERS

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Eric

L.

Veiel,

CFA

(1972)

2022

[210]

Director

and

Vice

President,

T.

Rowe

Price;

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company;

Vice

President,

Global

Funds

(a)

All

information

about

the

interested

directors

was

current

as

of

December

31,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

Name

(Year

of

Birth)

Position

Held

With

Government

Money

Fund

Principal

Occupation(s) 

Armando

(Dino)

Capasso

(1974)

Chief

Compliance

Officer

Chief

Compliance

Officer

and

Vice

President,

T.

Rowe

Price

and

Price

Investment

Management;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

formerly,

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

AST

Investment

Services,

Inc.

(ASTIS)

(to

2022);

Chief

Compliance

Officer,

PGIM

Retail

Funds

complex

and

Prudential

Insurance

Funds

(to

2022);

Vice

President

and

Deputy

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

ASTIS

(to

2019)

Davis

Collins,

CFA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

Alan

S.

Dupski,

CPA

(1982)

Principal

Financial

Officer,

Vice

President,

and

Treasurer

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Gary

J.

Greb

(1961)

Vice

President

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

Price

International,

and

T.

Rowe

Price

Trust

Company

Cheryl

Hampton,

CPA

(1969)

Vice

President

Vice

President,

T.

Rowe

Price;

formerly,

Tax

Director,

Invesco

Ltd.

(to

2021);

Vice

President,

Oppenheimer

Funds,

Inc.

(to

2019)

Benjamin

Kersse,

CPA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

Paul

J.

Krug,

CPA

(1964)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

INTERESTED 

DIRECTORS

(

a)

(CONTINUED)

T.

ROWE

PRICE

Government

Money

Fund

41

Name

(Year

of

Birth)

Position

Held

With

Government

Money

Fund

Principal

Occupation(s) 

Cheryl

A.

Mickel,

CFA

(1967)

Vice

President

Director

and

Vice

President,

T.

Rowe

Price

Trust

Company;

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Fran

M.

Pollack-Matz

(1961)

Vice

President

and

Secretary 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Investment

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.

Rachel

Protzman

(1988)

Vice

President

Assistant

Vice

President,

T.

Rowe

Price

Shannon

H.

Rauser

(1987)

Assistant

Secretary 

Assistant

Vice

President,

T.

Rowe

Price

Richard

Sennett,

CPA

(1970)

Assistant

Treasurer

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Chen

Shao

(1980)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Douglas

D.

Spratley,

CFA

(1969)

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Mitch

Unger

(1986)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Blerina

Uruci

(1984)

Vice

President

Vice

President,

T.

Rowe

Price;

formerly,

Senior

U.S.

Economist,

Barclays

Capital

(to

2022)

Megan

Warren

(1968)

Vice

President

OFAC

Sanctions

Compliance

Officer

and

Vice

President,

Price

Investment

Management;

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Kyeonta

Williams

(1992)

Vice

President

Assistant

Vice

President,

T.

Rowe

Price;

formerly,

Institutional

Salesman,

Wells

Fargo

Securities

(to

2021);

Sales

Assistant,

Wells

Fargo

Securities

(to

2018)

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

100

East

Pratt

Street

Baltimore,

MD

21202

T.

Rowe

Price

Investment

Services,

Inc.

Call

1-800-225-5132

to

request

a

prospectus

or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

information

that

you

should

read

and

consider

carefully

before

investing.

202307-2916606

F44-050

7/23

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 Ms. Teresa Bryce Bazemore qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Bazemore 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:

	2023		2022
Audit Fees	$	24,796	$	23,101
Audit-Related Fees		-		-
Tax Fees		-		3,470
All Other Fees		-		-

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

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

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

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

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $1,521,000 and $2,959,000, 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.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. 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 11. 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 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1)	The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is attached.
(2)	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.
(3)	Written solicitation to repurchase securities issued by closed-end companies: not applicable.
(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 Government Money Fund, Inc.
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	July 20, 2023

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	July 20, 2023

By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	July 20, 2023