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: 811-00696
T. Rowe Price Small-Cap Stock Fund, Inc.
(Exact name of registrant as specified in charter)
100 East Pratt Street, Baltimore, MD 21202
(Address of principal executive offices)
David Oestreicher
100 East Pratt Street, Baltimore, MD 21202
(Name and address of agent for service)
Registrant’s telephone number, including area code: (410) 345-2000
Date of fiscal year end: December 31
Date of reporting period: June 30, 2024
Item 1. Reports to Shareholders
(a) Report pursuant to Rule 30e-1
Semi-Annual Shareholder Report
June 30, 2024
This semi-annual shareholder report contains important information about Small-Cap Stock Fund (the "fund") for the period of January 1, 2024 to June 30, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary.
What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)
| | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Small-Cap Stock Fund - Investor Class | $45 | 0.90% |
What are some fund statistics?
| Total Net Assets (000s) | $8,662,275 |
| Number of Portfolio Holdings | 315 |
| |
| Portfolio Turnover Rate | 26.8% |
What did the fund invest in?
Sector Allocation (as a % of Net Assets)
| Industrials & Business Services | 19.1% |
| Financials | 16.6 |
| Information Technology | 16.2 |
| Health Care | 15.2 |
| Consumer Discretionary | 8.5 |
| Energy | 7.0 |
| Real Estate | 4.9 |
| Materials | 4.0 |
| Consumer Staples | 2.8 |
| Other | 1.2 |
Top Ten Holdings (as a % of Net Assets)
| PAR Technology | 1.2% |
| PennyMac Financial Services | 1.0 |
| Onto Innovation | 0.9 |
| Saia | 0.9 |
| Range Resources | 0.9 |
| Selective Insurance Group | 0.9 |
| RBC Bearings | 0.9 |
| Cboe Global Markets | 0.8 |
| SPX Technologies | 0.8 |
| AZZ | 0.8 |
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Small-Cap Stock Fund
Investor Class (OTCFX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Semi-Annual Shareholder Report
June 30, 2024
This semi-annual shareholder report contains important information about Small-Cap Stock Fund (the "fund") for the period of January 1, 2024 to June 30, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary.
What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)
| | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Small-Cap Stock Fund - Advisor Class | $58 | 1.16% |
What are some fund statistics?
| Total Net Assets (000s) | $8,662,275 |
| Number of Portfolio Holdings | 315 |
| |
| Portfolio Turnover Rate | 26.8% |
What did the fund invest in?
Sector Allocation (as a % of Net Assets)
| Industrials & Business Services | 19.1% |
| Financials | 16.6 |
| Information Technology | 16.2 |
| Health Care | 15.2 |
| Consumer Discretionary | 8.5 |
| Energy | 7.0 |
| Real Estate | 4.9 |
| Materials | 4.0 |
| Consumer Staples | 2.8 |
| Other | 1.2 |
Top Ten Holdings (as a % of Net Assets)
| PAR Technology | 1.2% |
| PennyMac Financial Services | 1.0 |
| Onto Innovation | 0.9 |
| Saia | 0.9 |
| Range Resources | 0.9 |
| Selective Insurance Group | 0.9 |
| RBC Bearings | 0.9 |
| Cboe Global Markets | 0.8 |
| SPX Technologies | 0.8 |
| AZZ | 0.8 |
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Small-Cap Stock Fund
Advisor Class (PASSX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Semi-Annual Shareholder Report
June 30, 2024
This semi-annual shareholder report contains important information about Small-Cap Stock Fund (the "fund") for the period of January 1, 2024 to June 30, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary.
What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)
| | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Small-Cap Stock Fund - I Class | $38 | 0.76% |
What are some fund statistics?
| Total Net Assets (000s) | $8,662,275 |
| Number of Portfolio Holdings | 315 |
| |
| Portfolio Turnover Rate | 26.8% |
What did the fund invest in?
Sector Allocation (as a % of Net Assets)
| Industrials & Business Services | 19.1% |
| Financials | 16.6 |
| Information Technology | 16.2 |
| Health Care | 15.2 |
| Consumer Discretionary | 8.5 |
| Energy | 7.0 |
| Real Estate | 4.9 |
| Materials | 4.0 |
| Consumer Staples | 2.8 |
| Other | 1.2 |
Top Ten Holdings (as a % of Net Assets)
| PAR Technology | 1.2% |
| PennyMac Financial Services | 1.0 |
| Onto Innovation | 0.9 |
| Saia | 0.9 |
| Range Resources | 0.9 |
| Selective Insurance Group | 0.9 |
| RBC Bearings | 0.9 |
| Cboe Global Markets | 0.8 |
| SPX Technologies | 0.8 |
| AZZ | 0.8 |
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Small-Cap Stock Fund
I Class (OTIIX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Semi-Annual Shareholder Report
June 30, 2024
This semi-annual shareholder report contains important information about Small-Cap Stock Fund (the "fund") for the period of January 1, 2024 to June 30, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary.
What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)
| | Costs of a $10,000 investment | Costs paid as a percentage of a $10,000 investment |
|---|
| Small-Cap Stock Fund - Z Class | $0 | 0.00% |
What are some fund statistics?
| Total Net Assets (000s) | $8,662,275 |
| Number of Portfolio Holdings | 315 |
| |
| Portfolio Turnover Rate | 26.8% |
What did the fund invest in?
Sector Allocation (as a % of Net Assets)
| Industrials & Business Services | 19.1% |
| Financials | 16.6 |
| Information Technology | 16.2 |
| Health Care | 15.2 |
| Consumer Discretionary | 8.5 |
| Energy | 7.0 |
| Real Estate | 4.9 |
| Materials | 4.0 |
| Consumer Staples | 2.8 |
| Other | 1.2 |
Top Ten Holdings (as a % of Net Assets)
| PAR Technology | 1.2% |
| PennyMac Financial Services | 1.0 |
| Onto Innovation | 0.9 |
| Saia | 0.9 |
| Range Resources | 0.9 |
| Selective Insurance Group | 0.9 |
| RBC Bearings | 0.9 |
| Cboe Global Markets | 0.8 |
| SPX Technologies | 0.8 |
| AZZ | 0.8 |
If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.
Small-Cap Stock Fund
Z Class (TRZZX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Item 1. (b) Notice pursuant to Rule 30e-3.
Not applicable.
Item 2. Code of Ethics.
A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed as an exhibit to the registrant’s annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant’s most recent fiscal half-year.
Item 3. Audit Committee Financial Expert.
Disclosure required in registrant’s annual Form N-CSR.
Item 4. Principal Accountant Fees and Services.
Disclosure required in registrant’s annual Form N-CSR.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable. The complete schedule of investments is included in Item 7 of this Form N-CSR.
(b) Not applicable.
Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.
(a – b) Report pursuant to Regulation S-X.
Financial
Highlights
Portfolio
of
Investments
Financial
Statements
and
Notes
Additional
Fund
Information
Financial
Statements
and
Other
Information
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
OTCFX
Small-Cap
Stock
Fund
PASSX
Small-Cap
Stock
Fund–
.
Advisor Class
OTIIX
Small-Cap
Stock
Fund–
.
I Class
TRZZX
Small-Cap
Stock
Fund–
.
Z Class
T.
ROWE
PRICE
Small-Cap
Stock
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
Investor
Class
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
NET
ASSET
VALUE
Beginning
of
period
$
58.00
$
51.34
$
69.75
$
63.91
$
52.31
$
41.28
Investment
activities
Net
investment
income
(loss)
(1)(2)
(0.01)
0.08
(0.03)
(0.13)
(0.01)
(0.03)
Net
realized
and
unrealized
gain/
loss
0.41
8.79
(16.26)
10.91
13.07
13.86
Total
from
investment
activities
0.40
8.87
(16.29)
10.78
13.06
13.83
Distributions
Net
investment
income
—
(0.13)
—
—
—
—
Net
realized
gain
—
(2.08)
(2.12)
(4.94)
(1.46)
(2.80)
Total
distributions
—
(2.21)
(2.12)
(4.94)
(1.46)
(2.80)
NET
ASSET
VALUE
End
of
period
$
58.40
$
58.00
$
51.34
$
69.75
$
63.91
$
52.31
T.
ROWE
PRICE
Small-Cap
Stock
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Investor
Class
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
Ratios/Supplemental
Data
Total
return
(2)(3)
0.69%
17.43%
(23.49)%
17.14%
25.05%
33.63%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0.90%
(4)
0.90%
0.91%
0.85%
0.88%
0.88%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.90%
(4)
0.90%
0.91%
0.85%
0.88%
0.88%
Net
investment
income
(loss)
(0.02)%
(4)
0.15%
(0.05)%
(0.18)%
(0.02)%
(0.05)%
Portfolio
turnover
rate
26.8%
28.2%
24.3%
14.9%
19.6%
24.1%
Net
assets,
end
of
period
(in
millions)
$2,414
$2,676
$2,394
$5,249
$5,095
$7,706
0%
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Small-Cap
Stock
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
Advisor
Class
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
NET
ASSET
VALUE
Beginning
of
period
$
57.13
$
50.62
$
68.99
$
63.23
$
51.78
$
40.88
Investment
activities
Net
investment
loss
(1)(2)
(0.08)
(0.07)
(0.17)
(0.34)
(0.15)
(0.16)
Net
realized
and
unrealized
gain/
loss
0.40
8.66
(16.08)
10.79
12.91
13.71
Total
from
investment
activities
0.32
8.59
(16.25)
10.45
12.76
13.55
Distributions
Net
realized
gain
—
(2.08)
(2.12)
(4.69)
(1.31)
(2.65)
NET
ASSET
VALUE
End
of
period
$
57.45
$
57.13
$
50.62
$
68.99
$
63.23
$
51.78
T.
ROWE
PRICE
Small-Cap
Stock
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Advisor
Class
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
Ratios/Supplemental
Data
Total
return
(2)(3)
0.56%
17.12%
(23.69)%
16.79%
24.72%
33.27%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
1.16%
(4)
1.17%
1.17%
1.15%
1.15%
1.15%
Net
expenses
after
waivers/
payments
by
Price
Associates
1.16%
(4)
1.17%
1.17%
1.15%
1.15%
1.15%
Net
investment
loss
(0.28)%
(4)
(0.13)%
(0.31)%
(0.48)%
(0.30)%
(0.33)%
Portfolio
turnover
rate
26.8%
28.2%
24.3%
14.9%
19.6%
24.1%
Net
assets,
end
of
period
(in
thousands)
$46,174
$57,626
$65,259
$105,183
$116,742
$130,718
0%
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Small-Cap
Stock
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
I
Class
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
NET
ASSET
VALUE
Beginning
of
period
$
58.03
$
51.36
$
69.76
$
63.92
$
52.31
$
41.28
Investment
activities
Net
investment
income
(loss)
(1)(2)
0.03
0.15
0.07
(0.05)
0.03
0.04
Net
realized
and
unrealized
gain/
loss
0.41
8.78
(16.28)
10.91
13.11
13.86
Total
from
investment
activities
0.44
8.93
(16.21)
10.86
13.14
13.90
Distributions
Net
investment
income
—
(0.18)
(0.07)
—
(0.01)
—
Net
realized
gain
—
(2.08)
(2.12)
(5.02)
(1.52)
(2.87)
Total
distributions
—
(2.26)
(2.19)
(5.02)
(1.53)
(2.87)
NET
ASSET
VALUE
End
of
period
$
58.47
$
58.03
$
51.36
$
69.76
$
63.92
$
52.31
T.
ROWE
PRICE
Small-Cap
Stock
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
I
Class
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
12/31/23
12/31/22
12/31/21
12/31/20
12/31/19
Ratios/Supplemental
Data
Total
return
(2)(3)
0.76%
17.56%
(23.37)%
17.27%
25.21%
33.80%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0.76%
(4)
0.78%
0.77%
0.75%
0.75%
0.75%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.76%
(4)
0.78%
0.77%
0.75%
0.75%
0.75%
Net
investment
income
(loss)
0.12%
(4)
0.27%
0.12%
(0.08)%
0.07%
0.08%
Portfolio
turnover
rate
26.8%
28.2%
24.3%
14.9%
19.6%
24.1%
Net
assets,
end
of
period
(in
millions)
$3,297
$3,340
$2,987
$2,385
$2,110
$2,647
0%
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Small-Cap
Stock
Fund
(Unaudited)
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Z
Class
(1)
6
Months
.
Ended
6/30/24
..
Year
..
..
Ended
.
3/16/20
(1)
Through
12/31/20
12/31/23
12/31/22
12/31/21
NET
ASSET
VALUE
Beginning
of
period
$
58.16
$
51.43
$
69.79
$
63.93
$
34.88
Investment
activities
Net
investment
income
(2)(3)
0.26
0.57
0.50
0.48
0.35
Net
realized
and
unrealized
gain/loss
0.41
8.84
(16.29)
10.92
30.57
Total
from
investment
activities
0.67
9.41
(15.79)
11.40
30.92
Distributions
Net
investment
income
—
(0.60)
(0.45)
(0.30)
(0.35)
Net
realized
gain
—
(2.08)
(2.12)
(5.24)
(1.52)
Total
distributions
—
(2.68)
(2.57)
(5.54)
(1.87)
NET
ASSET
VALUE
End
of
period
$
58.83
$
58.16
$
51.43
$
69.79
$
63.93
Ratios/Supplemental
Data
Total
return
(3)(4)
1.15%
18.49%
(22.79)%
18.14%
88.82%
Ratios
to
average
net
assets:
(3)
Gross
expenses
before
waivers/payments
by
Price
Associates
0.74%
(5)
0.74%
0.74%
0.74%
0.74%
(5)
Net
expenses
after
waivers/
payments
by
Price
Associates
0.00%
(5)
0.00%
0.00%
0.00%
0.00%
(5)
Net
investment
income
0.89%
(5)
1.05%
0.87%
0.67%
0.85%
(5)
Portfolio
turnover
rate
26.8%
28.2%
24.3%
14.9%
19.6%
Net
assets,
end
of
period
(in
millions)
$2,905
$3,389
$2,971
$3,983
$4,009
0%
0%
0%
0%
0%
(1)
Inception
date
(2)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(3)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(4)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(5)
Annualized
T.
ROWE
PRICE
Small-Cap
Stock
Fund
June
30,
2024
(Unaudited)
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
COMMON
STOCKS
96.7%
COMMUNICATION
SERVICES
1.5%
Diversified
Telecommunication
Services
0.4%
Frontier
Communications
Parent (1)
1,205,455
31,559
31,559
Entertainment
0.7%
Liberty
Media
Corp-Liberty
Live,
Class
C (1)
1,668,397
63,849
63,849
Interactive
Media
&
Services
0.3%
Reddit,
Class
A (1)
186,346
11,906
Vimeo (1)
4,717,794
17,597
29,503
Media
0.1%
Ibotta,
Class
A (1)
90,647
6,813
6,813
Total
Communication
Services
131,724
CONSUMER
DISCRETIONARY
8.2%
Broadline
Retail
0.6%
Etsy (1)
264,161
15,580
Ollie's
Bargain
Outlet
Holdings (1)
288,034
28,276
Savers
Value
Village (1)
829,448
10,153
54,009
Diversified
Consumer
Services
1.5%
Bright
Horizons
Family
Solutions (1)
516,059
56,808
Duolingo (1)
136,653
28,515
Strategic
Education
429,881
47,571
132,894
Hotels,
Restaurants
&
Leisure
2.8%
BJ's
Restaurants (1)
741,428
25,728
Cava
Group (1)
300,714
27,891
Dutch
Bros,
Class
A (1)
1,100,051
45,542
Papa
John's
International
695,718
32,685
Red
Rock
Resorts,
Class
A
520,494
28,591
Shake
Shack,
Class
A (1)
326,308
29,368
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Torchys
Holdings,
Class
A,
Acquisition
Date:
11/13/20,
Cost $33,027 (1)(2)(3)(4)(5)
3,862,836
16,919
Wyndham
Hotels
&
Resorts
496,260
36,723
243,447
Household
Durables
0.8%
Installed
Building
Products
136,600
28,096
Skyline
Champion (1)
634,013
42,954
71,050
Specialty
Retail
2.1%
Advance
Auto
Parts
900,508
57,029
Burlington
Stores (1)
118,764
28,503
Caleres
756,904
25,432
Five
Below (1)
126,941
13,833
Floor
&
Decor
Holdings,
Class
A (1)
119,695
11,899
RH (1)
104,789
25,614
Warby
Parker,
Class
A (1)
1,332,737
21,404
183,714
Textiles,
Apparel
&
Luxury
Goods
0.4%
Skechers
USA,
Class
A (1)
489,868
33,860
33,860
Total
Consumer
Discretionary
718,974
CONSUMER
STAPLES
2.7%
Beverages
0.6%
Boston
Beer,
Class
A (1)
152,985
46,668
Coca-Cola
Consolidated
871
945
47,613
Food
Products
1.3%
Farmers
Business
Network,
Acquisition
Date:
11/3/17,
Cost $14,292 (1)(3)(4)
774,080
2,918
Post
Holdings (1)
410,248
42,731
Simply
Good
Foods (1)
960,273
34,695
Utz
Brands
1,712,626
28,498
108,842
Personal
Care
Products
0.8%
BellRing
Brands (1)
746,867
42,676
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Inter
Parfums
256,700
29,785
72,461
Total
Consumer
Staples
228,916
ENERGY
6.9%
Energy
Equipment
&
Services
3.0%
Cactus,
Class
A
574,194
30,283
ChampionX
690,159
22,920
Expro
Group
Holdings (1)
1,942,113
44,513
Liberty
Energy
1,209,441
25,265
Noble
397,393
17,744
TechnipFMC
2,269,118
59,338
Weatherford
International (1)
496,040
60,740
260,803
Oil,
Gas
&
Consumable
Fuels
3.9%
Antero
Resources (1)
1,380,023
45,030
DT
Midstream
547,707
38,904
Kimbell
Royalty
Partners
1,033,102
16,901
Magnolia
Oil
&
Gas,
Class
A
1,979,632
50,164
Matador
Resources
379,926
22,644
Range
Resources
2,257,338
75,688
Southwestern
Energy (1)
8,956,909
60,280
Viper
Energy
768,218
28,831
338,442
Total
Energy
599,245
FINANCIALS
15.9%
Banks
7.8%
Blue
Foundry
Bancorp (1)
638,911
5,795
Cadence
Bank
1,367,402
38,670
Capitol
Federal
Financial
3,084,745
16,935
Columbia
Banking
System
1,750,866
34,825
CRB
Group,
Acquisition
Date:
4/14/22,
Cost $2,582 (1)(3)(4)
24,556
1,793
CrossFirst
Bankshares (1)
1,402,290
19,660
Dime
Community
Bancshares
803,383
16,389
Dogwood
State
Bank,
Non-Voting
Shares,
Acquisition
Date:
5/6/19
-
4/5/24,
Cost $3,376 (1)(2)(3)(4)
337,634
5,996
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Dogwood
State
Bank,
Voting
Shares,
Acquisition
Date:
5/6/19,
Cost $1,443 (1)(2)(3)(4)
144,311
2,563
East
West
Bancorp
823,430
60,300
Eastern
Bankshares
1,629,737
22,784
Equity
Bancshares,
Class
A
605,762
21,323
FB
Financial
892,605
34,838
First
Bancshares
848,462
22,043
Five
Star
Bancorp
855,884
20,242
Grasshopper
Bancorp,
Acquisition
Date:
10/12/18
-
5/2/19,
Cost $5,000 (1)(3)(4)
500,044
1,500
Grasshopper
Bancorp,
Warrants,
10/12/28,
Acquisition
Date:
10/12/18,
Cost $— (1)(3)(4)
98,245
31
HarborOne
Bancorp
1,033,804
11,506
Home
BancShares
1,023,992
24,535
Kearny
Financial
1,282,507
7,888
Live
Oak
Bancshares
1,035,847
36,317
Origin
Bancorp
753,555
23,903
Pacific
Premier
Bancorp
899,399
20,659
Pinnacle
Financial
Partners
586,979
46,982
Popular
301,167
26,632
Prosperity
Bancshares
531,834
32,516
SouthState
648,667
49,571
Texas
Capital
Bancshares (1)
509,375
31,143
Western
Alliance
Bancorp
564,110
35,437
672,776
Capital
Markets
2.3%
Cboe
Global
Markets
428,958
72,948
Onex
(CAD)
379,761
25,822
StepStone
Group,
Class
A
647,042
29,693
Stifel
Financial
355,652
29,928
TMX
Group
(CAD)
1,294,700
36,038
194,429
Consumer
Finance
0.4%
Encore
Capital
Group (1)
486,492
20,301
PRA
Group (1)
488,750
9,609
29,910
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Financial
Services
1.3%
PennyMac
Financial
Services
938,237
88,757
Toast,
Class
A (1)
1,064,033
27,420
116,177
Insurance
4.1%
Assurant
361,031
60,021
Axis
Capital
Holdings
392,779
27,750
First
American
Financial
518,419
27,969
Hanover
Insurance
Group
373,392
46,838
Oscar
Health,
Class
A (1)
3,345,536
52,926
RLI
181,034
25,470
Selective
Insurance
Group
791,309
74,249
White
Mountains
Insurance
Group
19,885
36,140
351,363
Total
Financials
1,364,655
HEALTH
CARE
13.0%
Biotechnology
5.5%
Akero
Therapeutics (1)
470,835
11,046
Apellis
Pharmaceuticals (1)
222,229
8,525
Arcellx (1)
376,196
20,762
Argenx,
ADR (1)
112,821
48,518
Arrowhead
Pharmaceuticals (1)
810,310
21,060
Black
Diamond
Therapeutics (1)
2,494,391
11,624
Blueprint
Medicines (1)
313,911
33,833
Cabaletta
Bio (1)
675,762
5,055
CG
oncology (1)
29,172
921
Crinetics
Pharmaceuticals (1)
575,542
25,778
CRISPR
Therapeutics (1)
179,999
9,722
Cytokinetics (1)
934,536
50,633
HilleVax (1)
806,645
11,664
Immatics (1)
1,620,592
18,831
Immunocore
Holdings,
ADR (1)
725,040
24,572
Immunome (1)
1,276,729
15,448
Insmed (1)
680,461
45,591
Ionis
Pharmaceuticals (1)
602,661
28,723
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Prime
Medicine (1)
709,663
3,648
Scholar
Rock,
Warrants,
12/31/25,
Acquisition
Date:
6/17/22,
Cost $— (1)(4)
85,583
253
Tango
Therapeutics (1)
908,723
7,797
Vaxcyte (1)
725,181
54,758
Verve
Therapeutics (1)
910,259
4,442
Xenon
Pharmaceuticals (1)
310,807
12,118
475,322
Health
Care
Equipment
&
Supplies
2.7%
Haemonetics (1)
506,278
41,884
Masimo (1)
524,572
66,065
Neogen (1)
2,413,474
37,723
Pax
Labs,
Class
A,
Acquisition
Date:
4/18/19,
Cost $13,938 (1)
(3)(4)
3,701,604
1,481
Penumbra (1)
166,517
29,968
PROCEPT
BioRobotics (1)
582,623
35,592
QuidelOrtho (1)
684,602
22,742
235,455
Health
Care
Providers
&
Services
1.8%
Alignment
Healthcare (1)
2,318,475
18,131
Molina
Healthcare (1)
197,438
58,698
NeoGenomics (1)
3,064,612
42,506
Privia
Health
Group (1)
2,062,558
35,847
155,182
Health
Care
Technology
0.5%
Certara (1)
1,525,298
21,126
Waystar
Holding (1)
1,133,778
24,376
45,502
Life
Sciences
Tools
&
Services
1.8%
10X
Genomics,
Class
A (1)
965,299
18,775
Azenta (1)
141,797
7,461
Bruker
799,008
50,985
Repligen (1)
188,910
23,814
Sotera
Health (1)
1,979,769
23,500
Stevanato
Group
1,687,177
30,943
155,478
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Pharmaceuticals
0.7%
Elanco
Animal
Health (1)
2,228,990
32,165
EyePoint
Pharmaceuticals (1)
351,408
3,057
Neumora
Therapeutics (1)
934,597
9,187
Structure
Therapeutics,
ADR (1)
317,755
12,478
56,887
Total
Health
Care
1,123,826
INDUSTRIALS
&
BUSINESS
SERVICES
18.1%
Aerospace
&
Defense
0.6%
Cadre
Holdings
399,932
13,422
Leonardo
DRS (1)
1,584,186
40,412
53,834
Building
Products
2.3%
AAON
621,606
54,229
AZZ
937,113
72,392
CSW
Industrials
162,269
43,051
Zurn
Elkay
Water
Solutions
897,163
26,377
196,049
Commercial
Services
&
Supplies
1.8%
BrightView
Holdings (1)
1,846,886
24,563
Casella
Waste
Systems,
Class
A (1)
367,555
36,469
Rentokil
Initial
(GBP)
6,488,509
37,683
Tetra
Tech
137,371
28,090
VSE
370,666
32,722
159,527
Construction
&
Engineering
1.1%
API
Group (1)
765,387
28,802
Arcosa
364,025
30,363
WillScot
Mobile
Mini
Holdings (1)
1,011,270
38,064
97,229
Electrical
Equipment
0.4%
Thermon
Group
Holdings (1)
1,036,963
31,897
31,897
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Ground
Transportation
1.1%
Landstar
System
119,127
21,977
Saia (1)
160,921
76,323
98,300
Machinery
6.5%
Crane
263,671
38,227
Enerpac
Tool
Group
926,355
35,368
Enpro
275,757
40,142
Esab
698,483
65,958
ESCO
Technologies
263,126
27,639
Federal
Signal
764,532
63,968
Graco
365,174
28,951
Ingersoll
Rand
238,391
21,655
John
Bean
Technologies
291,586
27,692
Mueller
Water
Products,
Class
A
1,792,559
32,123
RBC
Bearings (1)
272,754
73,584
Spirax
Group
(GBP)
186,444
19,983
SPX
Technologies (1)
510,643
72,583
Toro
176,658
16,519
564,392
Professional
Services
1.9%
Checkr,
Acquisition
Date:
6/29/18
-
12/2/19,
Cost $4,339 (1)(3)
(4)
568,563
2,456
NV5
Global (1)
188,833
17,556
Parsons (1)
880,343
72,021
Paycor
HCM (1)
2,079,422
26,409
Verra
Mobility (1)
1,547,035
42,079
160,521
Trading
Companies
&
Distributors
2.4%
Beacon
Roofing
Supply (1)
614,056
55,572
FTAI
Aviation
592,383
61,152
Rush
Enterprises,
Class
A
579,700
24,272
SiteOne
Landscape
Supply (1)
494,481
60,035
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Transcat (1)
69,790
8,352
209,383
Total
Industrials
&
Business
Services
1,571,132
INFORMATION
TECHNOLOGY
14.8%
Electronic
Equipment,
Instruments
&
Components
4.9%
Cognex
381,815
17,854
CTS
729,919
36,956
Insight
Enterprises (1)
236,094
46,832
Mirion
Technologies (1)
5,649,187
60,672
Napco
Security
Technologies
634,641
32,970
Novanta (1)
175,797
28,674
PAR
Technology (1)(2)
2,116,019
99,643
PAR
Technology
PIPE,
Acquisition
Date:
3/8/24,
Cost $10,925 (1)(2)(4)
282,662
13,310
Teledyne
Technologies (1)
161,354
62,602
Vontier
700,002
26,740
426,253
IT
Services
0.1%
ServiceTitan,
Acquisition
Date:
11/9/18
-
5/4/21,
Cost $1,073 (1)
(3)(4)
24,285
1,915
Themis
Solutions,
Acquisition
Date:
4/14/21,
Cost $2,746 (1)
(3)(4)
122,320
4,257
6,172
Semiconductors
&
Semiconductor
Equipment
3.4%
Allegro
MicroSystems (1)
875,093
24,712
Entegris
212,665
28,795
Lattice
Semiconductor (1)
1,000,830
58,038
MACOM
Technology
Solutions
Holdings (1)
592,536
66,050
Onto
Innovation (1)
363,412
79,791
Power
Integrations
531,227
37,287
294,673
Software
6.4%
Agilysys (1)
254,966
26,552
Altair
Engineering,
Class
A (1)
443,549
43,503
Amplitude,
Class
A (1)
3,351,282
29,827
Appfolio,
Class
A (1)
120,740
29,530
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Braze,
Class
A (1)
896,632
34,825
CCC
Intelligent
Solutions
Holdings (1)
3,779,018
41,985
Descartes
Systems
Group (1)
664,233
64,324
DoubleVerify
Holdings (1)
1,943,933
37,848
Envestnet (1)
595,508
37,273
Intapp (1)
1,150,651
42,194
JFrog (1)
885,660
33,257
Manhattan
Associates (1)
69,905
17,244
QXO
PIPE,
Acquisition
Date:
6/13/24,
Cost $44,076 (1)(3)(4)
4,822,296
44,076
Socure,
Acquisition
Date:
12/22/21,
Cost $2,034 (1)(3)(4)
126,571
791
Varonis
Systems (1)
632,808
30,356
Workiva (1)
602,042
43,943
557,528
Total
Information
Technology
1,284,626
MATERIALS
3.6%
Chemicals
1.1%
Element
Solutions
2,375,020
64,411
HB
Fuller
429,925
33,087
97,498
Containers
&
Packaging
0.3%
Sealed
Air
826,293
28,747
28,747
Metals
&
Mining
1.5%
Constellium (1)
3,075,371
57,971
ERO
Copper
(CAD) (1)
1,876,364
40,104
Royal
Gold
261,187
32,690
130,765
Paper
&
Forest
Products
0.7%
Louisiana-Pacific
386,835
31,848
West
Fraser
Timber
(CAD)
370,147
28,428
60,276
Total
Materials
317,286
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
REAL
ESTATE
4.9%
Health
Care
Real
Estate
Investment
Trusts
0.3%
Healthcare
Realty
Trust,
REIT
1,704,100
28,084
28,084
Industrial
Real
Estate
Investment
Trusts
1.4%
EastGroup
Properties,
REIT
263,000
44,736
Rexford
Industrial
Realty,
REIT
653,318
29,132
Terreno
Realty,
REIT
819,300
48,486
122,354
Real
Estate
Management
&
Development
1.8%
Colliers
International
Group
310,347
34,650
DigitalBridge
Group
3,937,734
53,947
FirstService
417,790
63,659
152,256
Residential
Real
Estate
Investment
Trusts
0.8%
Flagship
Communities
REIT,
REIT
1,081,373
15,074
Independence
Realty
Trust,
REIT
2,722,668
51,023
66,097
Specialized
Real
Estate
Investment
Trusts
0.6%
CubeSmart,
REIT
1,209,938
54,653
54,653
Total
Real
Estate
423,444
UTILITIES
2.8%
Electric
Utilities
1.1%
IDACORP
300,717
28,012
OGE
Energy
840,529
30,007
PNM
Resources
1,081,372
39,967
97,986
Gas
Utilities
0.8%
Chesapeake
Utilities
632,964
67,221
67,221
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Independent
Power
&
Renewable
Electricity
Producers
0.3%
Talen
Energy (1)
251,005
27,867
27,867
Water
Utilities
0.6%
California
Water
Service
Group
789,999
38,307
Middlesex
Water
306,670
16,027
54,334
Total
Utilities
247,408
Total
Miscellaneous
Common
Stocks
4.3%
(6)
371,601
Total
Common
Stocks
(Cost
$6,371,123)
8,382,837
CONVERTIBLE
BONDS
0.1%
Kardium,
10.00%,
12/31/26,
Acquisition
Date:
5/31/24,
Cost $4,745 (1)(3)(4)
4,745,400
4,745
Total
Convertible
Bonds
(Cost
$4,745)
4,745
CONVERTIBLE
PREFERRED
STOCKS
2.0%
CONSUMER
DISCRETIONARY
0.0%
Hotels,
Restaurants
&
Leisure
0.0%
Torchys
Holdings,
Acquisition
Date:
11/13/20,
Cost $6,812 (1)
(2)(3)(4)(5)
758,455
3,322
3,322
Specialty
Retail
0.0%
1661,
Series
F,
Acquisition
Date:
5/28/21,
Cost $10,756 (1)(3)
(4)
1,848,191
1,645
1,645
Total
Consumer
Discretionary
4,967
CONSUMER
STAPLES
0.0%
Food
Products
0.0%
Farmers
Business
Network,
Series
D,
Acquisition
Date:
11/3/17,
Cost $39 (1)(3)(4)
2,101
8
Total
Consumer
Staples
8
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
FINANCIALS
0.1%
Banks
0.1%
CRB
Group,
Series
D,
Acquisition
Date:
1/28/22,
Cost $9,075 (1)(3)(4)
86,312
6,301
Total
Financials
6,301
HEALTH
CARE
0.8%
Biotechnology
0.1%
Caris
Life
Sciences,
Series
C,
Acquisition
Date:
8/14/20,
Cost $4,493 (1)(3)(4)
1,627,947
5,926
Caris
Life
Sciences,
Series
D,
Acquisition
Date:
5/11/21,
Cost $8,050 (1)(3)(4)
993,799
3,617
9,543
Health
Care
Equipment
&
Supplies
0.1%
Kardium,
Series
D-6,
Acquisition
Date:
1/8/21,
Cost $5,415 (1)
(3)(4)
5,330,753
4,531
4,531
Health
Care
Providers
&
Services
0.1%
Honor
Technology,
Series
D,
Acquisition
Date:
10/16/20,
Cost $9,397 (1)(3)(4)
3,902,227
6,673
6,673
Life
Sciences
Tools
&
Services
0.5%
Cleerly,
Series
C,
Acquisition
Date:
7/8/22,
Cost $4,754 (1)(3)
(4)
403,512
3,619
Inscripta,
Series
E,
Acquisition
Date:
3/30/21,
Cost $5,808 (1)
(3)(4)
657,721
1,230
National
Resilience,
Series
B,
Acquisition
Date:
10/23/20,
Cost $6,793 (1)(3)(4)
497,323
23,111
National
Resilience,
Series
C,
Acquisition
Date:
6/9/21,
Cost $11,631 (1)(3)(4)
261,906
12,171
40,131
Total
Health
Care
60,878
INDUSTRIALS
&
BUSINESS
SERVICES
0.3%
Aerospace
&
Defense
0.2%
ABL
Space
Systems,
Series
B,
Acquisition
Date:
3/24/21,
Cost $5,882 (1)(3)(4)
130,614
4,580
Epirus,
Series
C-2,
Acquisition
Date:
1/28/22,
Cost $11,512 (1)
(3)(4)
2,061,623
10,040
14,620
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Air
Freight
&
Logistics
0.0%
Flexe,
Series
C,
Acquisition
Date:
11/18/20,
Cost $5,112 (1)(3)
(4)
420,147
2,672
Flexe,
Series
D,
Acquisition
Date:
4/7/22,
Cost $3,033 (1)(3)(4)
148,715
946
3,618
Electrical
Equipment
0.0%
CELLINK,
Series
D,
Acquisition
Date:
1/20/22,
Cost $5,620 (1)
(3)(4)
269,870
764
764
Professional
Services
0.1%
Checkr,
Series
C,
Acquisition
Date:
4/10/18,
Cost $3,881 (1)(3)
(4)
852,879
3,684
Checkr,
Series
D,
Acquisition
Date:
9/6/19,
Cost $11,857 (1)(3)
(4)
1,176,033
5,081
8,765
Total
Industrials
&
Business
Services
27,767
INFORMATION
TECHNOLOGY
0.5%
IT
Services
0.3%
Haul
Hub,
Series
B,
Acquisition
Date:
2/14/20
-
3/3/21,
Cost $4,277 (1)(3)(4)
293,317
1,311
Haul
Hub,
Series
C,
Acquisition
Date:
4/14/22,
Cost $1,811 (1)
(3)(4)
95,996
429
ServiceTitan,
Series
A-1,
Acquisition
Date:
11/9/18,
Cost $10 (1)
(3)(4)
381
30
ServiceTitan,
Series
D,
Acquisition
Date:
11/9/18,
Cost $4,907 (1)(3)(4)
186,629
14,716
ServiceTitan,
Series
F,
Acquisition
Date:
3/25/21,
Cost $997 (1)
(3)(4)
9,288
732
ServiceTitan,
Series
G,
Acquisition
Date:
6/28/21,
Cost $491 (1)
(3)(4)
4,130
326
Themis
Solutions,
Series
AA,
Acquisition
Date:
4/14/21,
Cost $618 (1)(3)(4)
27,540
959
Themis
Solutions,
Series
AB,
Acquisition
Date:
4/14/21,
Cost $62 (1)(3)(4)
2,740
95
Themis
Solutions,
Series
B,
Acquisition
Date:
4/14/21,
Cost $67 (1)(3)(4)
2,980
104
Themis
Solutions,
Series
E,
Acquisition
Date:
4/14/21,
Cost $4,995 (1)(3)(4)
222,458
7,742
26,444
Software
0.2%
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Nuro,
Series
C,
Acquisition
Date:
10/30/20
-
3/2/21,
Cost $11,576 (1)(3)(4)
886,735
3,627
Nuro,
Series
D,
Acquisition
Date:
10/29/21,
Cost $5,450 (1)(3)
(4)
261,432
1,069
SecurityScorecard,
Series
E,
Acquisition
Date:
3/5/21,
Cost $5,397 (1)(3)(4)
1,068,639
5,632
Seismic
Software,
Series
E,
Acquisition
Date:
12/13/18,
Cost $7,110 (1)(3)(4)
1,127,860
6,418
Seismic
Software,
Series
F,
Acquisition
Date:
9/25/20,
Cost $698 (1)(3)(4)
79,390
452
Socure,
Series
A,
Acquisition
Date:
12/22/21,
Cost $2,472 (1)
(3)(4)
153,828
961
Socure,
Series
A-1,
Acquisition
Date:
12/22/21,
Cost $2,029 (1)
(3)(4)
126,253
789
Socure,
Series
B,
Acquisition
Date:
12/22/21,
Cost $37 (1)(3)(4)
2,284
14
Socure,
Series
E,
Acquisition
Date:
10/27/21,
Cost $4,702 (1)
(3)(4)
292,632
1,829
20,791
Total
Information
Technology
47,235
MATERIALS
0.3%
Chemicals
0.1%
Redwood
Materials,
Series
C,
Acquisition
Date:
5/28/21,
Cost $7,078 (1)(3)(4)
149,321
7,693
Sila
Nano,
Series
F,
Acquisition
Date:
1/7/21,
Cost $9,813 (1)
(3)(4)
237,759
4,649
12,342
Metals
&
Mining
0.2%
Kobold
Metals,
Series
B-1,
Acquisition
Date:
1/10/22,
Cost $5,884 (1)(3)(4)
214,677
15,749
15,749
Total
Materials
28,091
Total
Convertible
Preferred
Stocks
(Cost
$210,401)
175,247
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
SHORT-TERM
INVESTMENTS
1.5%
Money
Market
Funds
1.5%
T.
Rowe
Price
Government
Reserve
Fund,
5.38% (2)(7)
129,085,991
129,086
Total
Short-Term
Investments
(Cost
$129,086)
129,086
Total
Investments
in
Securities
100.3%
of
Net
Assets
(Cost
$6,715,355)
$
8,691,915
‡
Shares/Par
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
Non-income
producing
(2)
Affiliated
Companies
(3)
See
Note
2.
Level
3
in
fair
value
hierarchy.
(4)
Security
cannot
be
offered
for
public
resale
without
first
being
registered
under
the
Securities
Act
of
1933
and
related
rules
("restricted
security").
Acquisition
date
represents
the
day
on
which
an
enforceable
right
to
acquire
such
security
is
obtained
and
is
presented
along
with
related
cost
in
the
security
description.
The
fund
may
have
registration
rights
for
certain
restricted
securities.
Any
costs
related
to
such
registration
are
generally
borne
by
the
issuer.
The
aggregate
value
of
restricted
securities
(excluding
144A
holdings)
at
period
end
amounts
to
$280,251
and
represents
3.2%
of
net
assets.
(5)
Investment
in
a
partnership
held
indirectly
through
a
limited
liability
company
that
is
owned
by
the
fund
and
treated
as
a
corporation
for
U.S.
tax
purposes.
(6)
The
identity
of
certain
securities
has
been
concealed
to
protect
the
fund
while
it
completes
a
purchase
or
selling
program
for
the
securities.
(7)
Seven-day
yield
ADR
American
Depositary
Receipts
CAD
Canadian
Dollar
GBP
British
Pound
PIPE
Private
Investment
in
Public
Equity
REIT
A
domestic
Real
Estate
Investment
Trust
whose
distributions
pass-through
with
original
tax
character
to
the
shareholder
T.
ROWE
PRICE
Small-Cap
Stock
Fund
AFFILIATED
COMPANIES
($000s)
The
fund
may
invest
in
certain
securities
that
are
considered
affiliated
companies.
As
defined
by
the
1940
Act,
an
affiliated
company
is
one
in
which
the
fund
owns
5%
or
more
of
the
outstanding
voting
securities,
or
a
company
that
is
under
common
ownership
or
control.
The
following
securities
were
considered
affiliated
companies
for
all
or
some
portion
of
the
six
months
ended
June
30,
2024.
Net
realized
gain
(loss),
investment
income,
change
in
net
unrealized
gain/loss,
and
purchase
and
sales
cost
reflect
all
activity
for
the
period
then
ended.
Affiliate
Net
Realized
Gain
(Loss)
Change
in
Net
Unrealized
Gain/Loss
Investment
Income
Dogwood
State
Bank,
Non-Voting
Shares
$
—
$
401
$
—
Dogwood
State
Bank,
Voting
Shares
—
30
—
PAR
Technology
1,151
6,297
—
PAR
Technology
PIPE
—
2,385
—
Torchys
Holdings
—
(789)
—
Torchys
Holdings,
Class
A
—
(4,018)
—
T.
Rowe
Price
Government
Reserve
Fund,
5.38%
—
—
2,511
Affiliates
not
held
at
period
end
1,207
152
—
Totals
$
2,358#
$
4,458
$
2,511+
Supplementary
Investment
Schedule
Affiliate
Value
12/31/23
Purchase
Cost
Sales
Cost
Value
06/30/24
Dogwood
State
Bank,
Non-
Voting
Shares
$
5,157
$
438
$
—
$
5,996
Dogwood
State
Bank,
Voting
Shares
2,533
—
—
2,563
Dogwood
State
Bank,
Warrants,
5/6/24
343
—
—
—
Haynes
International
38,537
—
39,032
—
PAR
Technology
81,818
14,120
2,592
99,643
PAR
Technology
PIPE
—
10,925
—
13,310
Torchys
Holdings
4,111
—
—
3,322
Torchys
Holdings,
Class
A
20,937
—
—
16,919
T.
Rowe
Price
Government
Reserve
Fund,
5.38%
99,505
¤
¤
129,086
Total
$
270,839^
T.
ROWE
PRICE
Small-Cap
Stock
Fund
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$2,511
of
dividend
income
and
$0
of
interest
income.
¤
Purchase
and
sale
information
not
shown
for
cash
management
funds.
^
The
cost
basis
of
investments
in
affiliated
companies
was
$294,537.
T.
ROWE
PRICE
Small-Cap
Stock
Fund
June
30,
2024
(Unaudited)
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
Assets
Investments
in
securities,
at
value
(cost
$6,715,355)
$
8,691,915
Receivable
for
investment
securities
sold
57,972
Dividends
and
interest
receivable
4,198
Due
from
affiliates
1,542
Receivable
for
shares
sold
1,525
Other
assets
72
Total
assets
8,757,224
Liabilities
Payable
for
investment
securities
purchased
80,953
Investment
management
fees
payable
5,225
Payable
for
shares
redeemed
1,950
Payable
to
directors
7
Other
liabilities
6,814
Total
liabilities
94,949
NET
ASSETS
$
8,662,275
T.
ROWE
PRICE
Small-Cap
Stock
Fund
June
30,
2024
(Unaudited)
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Net
Assets
Consist
of:
Total
distributable
earnings
(loss)
$
2,986,717
Paid-in
capital
applicable
to
147,905,325
shares
of
$0.50
par
value
capital
stock
outstanding;
1,000,000,000
shares
authorized
5,675,558
NET
ASSETS
$
8,662,275
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$2,414,023;
Shares
outstanding:
41,337,600)
$
58.40
Advisor
Class
(Net
assets:
$46,174;
Shares
outstanding:
803,764)
$
57.45
I
Class
(Net
assets:
$3,296,671;
Shares
outstanding:
56,379,113)
$
58.47
Z
Class
(Net
assets:
$2,905,407;
Shares
outstanding:
49,384,848)
$
58.83
T.
ROWE
PRICE
Small-Cap
Stock
Fund
(Unaudited)
6
Months
Ended
6/30/24
Investment
Income
(Loss)
Income
Dividend
(net
of
foreign
taxes
of
$228)
$
40,222
.
Interest
49
Other
6
Total
income
40,277
Expenses
Investment
management
33,353
Shareholder
servicing
Investor
Class
$
2,015
Advisor
Class
40
I
Class
348
2,403
Rule
12b-1
fees
Advisor
Class
61
Prospectus
and
shareholder
reports
Investor
Class
16
Advisor
Class
1
I
Class
10
Z
Class
2
29
Custody
and
accounting
198
Registration
44
Legal
and
audit
32
Directors
15
Miscellaneous
87
Waived
/
paid
by
Price
Associates
(11,721)
Total
expenses
24,501
Net
investment
income
15,776
T.
ROWE
PRICE
Small-Cap
Stock
Fund
(Unaudited)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/24
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
gain
(loss)
Securities
960,817
Foreign
currency
transactions
(132)
Net
realized
gain
960,685
Change
in
net
unrealized
gain
/
loss
Securities
(886,214)
Other
assets
and
liabilities
denominated
in
foreign
currencies
(1)
Change
in
net
unrealized
gain
/
loss
(886,215)
Net
realized
and
unrealized
gain
/
loss
74,470
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
90,246
T.
ROWE
PRICE
Small-Cap
Stock
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
6
Months
Ended
6/30/24
Year
Ended
12/31/23
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
15,776
$
45,023
Net
realized
gain
960,685
431,526
Change
in
net
unrealized
gain
/
loss
(886,215)
977,921
Increase
in
net
assets
from
operations
90,246
1,454,470
Distributions
to
shareholders
Net
earnings
Investor
Class
–
(98,695)
Advisor
Class
–
(2,083)
I
Class
–
(126,101)
Z
Class
–
(150,093)
Decrease
in
net
assets
from
distributions
–
(376,972)
Capital
share
transactions
*
Shares
sold
Investor
Class
67,751
258,254
Advisor
Class
3,762
6,151
I
Class
263,603
404,600
Z
Class
109,625
283,304
Distributions
reinvested
Investor
Class
–
93,514
Advisor
Class
–
2,079
I
Class
–
115,232
Z
Class
–
150,093
Shares
redeemed
Investor
Class
(349,810)
(370,946)
Advisor
Class
(15,245)
(23,553)
I
Class
(331,525)
(547,486)
Z
Class
(638,908)
(403,895)
Decrease
in
net
assets
from
capital
share
transactions
(890,747)
(32,653)
T.
ROWE
PRICE
Small-Cap
Stock
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/24
Year
Ended
12/31/23
Net
Assets
Increase
(decrease)
during
period
(800,501)
1,044,845
Beginning
of
period
9,462,776
8,417,931
End
of
period
$
8,662,275
$
9,462,776
*Share
information
(000s)
Shares
sold
Investor
Class
1,164
4,690
Advisor
Class
66
115
I
Class
4,494
7,511
Z
Class
1,866
5,197
Distributions
reinvested
Investor
Class
–
1,673
Advisor
Class
–
38
I
Class
–
2,061
Z
Class
–
2,680
Shares
redeemed
Investor
Class
(5,966)
(6,853)
Advisor
Class
(271)
(433)
I
Class
(5,675)
(10,181)
Z
Class
(10,752)
(7,376)
Decrease
in
shares
outstanding
(15,074)
(878)
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Unaudited
NOTES
TO
FINANCIAL
STATEMENTS
T.
Rowe
Price
Small-Cap
Stock
Fund,
Inc. (the
fund) is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act)
as a
diversified, open-end
management
investment
company. The
fund
seeks
to
provide
long-term
capital
growth
by
investing
primarily
in
stocks
of
small
companies.
The
fund
has four classes
of
shares:
the
Small-Cap
Stock
Fund
(Investor
Class),
the
Small-Cap
Stock
Fund–Advisor
Class
(Advisor
Class),
the
Small-Cap
Stock
Fund–I
Class
(I
Class)
and
the
Small-Cap
Stock
Fund–Z
Class
(Z
Class).
Advisor
Class
shares
are
sold
only
through
various
brokers
and
other
financial
intermediaries.
I
Class
shares
require
a
$500,000
initial
investment
minimum,
although
the
minimum
generally
is
waived
or
reduced
for
financial
intermediaries,
eligible
retirement
plans,
and
certain
other
accounts.
The
Z
Class
is
only
available
to
funds
advised
by
T.
Rowe
Price
Associates,
Inc.
and
its
affiliates
and
other
clients
that
are
subject
to
a
contractual
fee
for
investment
management
services.
The
Advisor
Class
operates
under
a
Board-approved
Rule
12b-1
plan
pursuant
to
which
the
class
compensates
financial
intermediaries
for
distribution,
shareholder
servicing,
and/or
certain
administrative
services;
the
Investor,
I
and
Z
Classes
do
not
pay
Rule
12b-1
fees. Each
class
has
exclusive
voting
rights
on
matters
related
solely
to
that
class;
separate
voting
rights
on
matters
that
relate
to
all
classes;
and,
in
all
other
respects,
the
same
rights
and
obligations
as
the
other
classes.
NOTE
1
-
SIGNIFICANT
ACCOUNTING
POLICIES
Basis
of
Preparation
The fund
is
an
investment
company
and
follows
accounting
and
reporting
guidance
in
the
Financial
Accounting
Standards
Board
(FASB)
Accounting
Standards
Codification
Topic
946
(ASC
946).
The
accompanying
financial
statements
were
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(GAAP),
including,
but
not
limited
to,
ASC
946.
GAAP
requires
the
use
of
estimates
made
by
management.
Management
believes
that
estimates
and
valuations
are
appropriate;
however,
actual
results
may
differ
from
those
estimates,
and
the
valuations
reflected
in
the
accompanying
financial
statements
may
differ
from
the
value
ultimately
realized
upon
sale
or
maturity.
Investment
Transactions,
Investment
Income,
and
Distributions
Investment
transactions
are
accounted
for
on
the
trade
date
basis.
Income
and
expenses
are
recorded
on
the
accrual
basis.
Realized
gains
and
losses
are
reported
on
the
identified
cost
basis. Premiums
and
discounts
on
debt
securities
are
T.
ROWE
PRICE
Small-Cap
Stock
Fund
amortized
for
financial
reporting
purposes. Income
tax-related
interest
and
penalties,
if
incurred,
are
recorded
as
income
tax
expense. Dividends
received
from other
investment
companies are
reflected
as
dividend income;
capital
gain
distributions
are
reflected
as
realized
gain/loss. Dividend
income and
capital
gain
distributions
are
recorded
on
the
ex-dividend
date. Distributions
from
REITs
are
initially
recorded
as
dividend
income
and,
to
the
extent
such
represent
a
return
of
capital
or
capital
gain
for
tax
purposes,
are
reclassified
when
such
information
becomes
available. Non-cash
dividends,
if
any,
are
recorded
at
the
fair
market
value
of
the
asset
received. Proceeds
from
litigation
payments,
if
any,
are
included
in
either
net
realized
gain
(loss)
or
change
in
net
unrealized
gain/loss
from
securities. Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date. Income
distributions,
if
any,
are
declared
and
paid
by
each
class annually. A
capital
gain
distribution,
if
any, may
also
be
declared
and
paid
by
the
fund
annually.
Currency
Translation
Assets,
including
investments,
and
liabilities
denominated
in
foreign
currencies
are
translated
into
U.S.
dollar
values
each
day
at
the
prevailing
exchange
rate,
using
the
mean
of
the
bid
and
asked
prices
of
such
currencies
against
U.S.
dollars
as
provided
by
an
outside
pricing
service.
Purchases
and
sales
of
securities,
income,
and
expenses
are
translated
into
U.S.
dollars
at
the
prevailing
exchange
rate
on
the
respective
date
of
such
transaction.
The
effect
of
changes
in
foreign
currency
exchange
rates
on
realized
and
unrealized
security
gains
and
losses
is
not
bifurcated
from
the
portion
attributable
to
changes
in
market
prices.
Class
Accounting
Shareholder
servicing,
prospectus,
and
shareholder
report
expenses
incurred
by
each
class
are
charged
directly
to
the
class
to
which
they
relate.
Expenses
common
to
all
classes,
investment
income,
and
realized
and
unrealized
gains
and
losses
are
allocated
to
the
classes
based
upon
the
relative
daily
net
assets
of
each
class.
The
Advisor
Class
pays
Rule
12b-1
fees,
in
an
amount
not
exceeding
0.25%
of
the
class’s
average
daily
net
assets.
In-Kind
Redemptions
In
accordance
with
guidelines
described
in
the
fund’s
prospectus,
and
when
considered
to
be
in
the
best
interest
of
all
shareholders,
the
fund
may
distribute
portfolio
securities
rather
than
cash
as
payment
for
a
redemption
of
fund
shares
(in-kind
redemption).
Gains
and
losses
realized
on
in-kind
redemptions
are
not
recognized
for
tax
purposes
and
are
reclassified
from
undistributed
realized
gain
(loss)
to
paid-in
capital.
During
the
six
months ended
June
30,
2024,
the
fund
realized
$178,860,000 of
net
gain
on
$414,288,000
of
in-kind
redemptions.
T.
ROWE
PRICE
Small-Cap
Stock
Fund
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.
Indemnification
In
the
normal
course
of
business, the
fund
may
provide
indemnification
in
connection
with
its
officers
and
directors,
service
providers,
and/or
private
company
investments. The
fund’s
maximum
exposure
under
these
arrangements
is
unknown;
however,
the
risk
of
material
loss
is
currently
considered
to
be
remote.
NOTE
2
-
VALUATION
Fair
Value
The
fund’s
financial
instruments
are
valued
at
the
close
of
the
NYSE
and
are
reported
at
fair
value,
which
GAAP
defines
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date. The fund’s
Board
of
Directors
(the
Board)
has
designated
T.
Rowe
Price
Associates,
Inc.
as
the
fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation
risks;
establishes
and
applies
fair
value
methodologies;
tests
fair
value
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee. The
Valuation
Designee provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1
–
quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Level
2
–
inputs
other
than
Level
1
quoted
prices
that
are
observable,
either
directly
or
indirectly
(including,
but
not
limited
to,
quoted
prices
for
similar
financial
instruments
in
active
markets,
quoted
prices
for
identical
or
similar
financial
instruments
in
inactive
markets,
interest
rates
and
yield
curves,
implied
volatilities,
and
credit
spreads)
Level
3
–
unobservable
inputs
(including
the Valuation
Designee’s assumptions
in
determining
fair
value)
Observable
inputs
are
developed
using
market
data,
such
as
publicly
available
information
about
actual
events
or
transactions,
and
reflect
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
Unobservable
inputs
are
those
for
which
market
data
are
not
available
and
are
developed
using
the
best
information
available
about
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
GAAP
requires
valuation
techniques
to
maximize
the
use
of
relevant
observable
inputs
and
minimize
the
use
of
unobservable
inputs.
When
multiple
inputs
are
used
to
derive
fair
value,
the
financial
instrument
is
assigned
to
the
level
within
the
fair
value
hierarchy
based
on
the
lowest-level
input
that
is
significant
to
the
fair
value
of
the
financial
instrument.
Input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level
but
rather
the
degree
of
judgment
used
in
determining
those
values.
Valuation
Techniques
Equity
securities,
including
exchange-traded
funds, listed
or
regularly
traded
on
a
securities
exchange
or
in
the
over-the-
counter
(OTC)
market
are
valued
at
the
last
quoted
sale
price
or,
for
certain
markets,
the
official
closing
price
at
the
time
the
valuations
are
made.
OTC
Bulletin
Board
securities
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices.
A
security
that
is
listed
or
traded
on
more
than
one
exchange
is
valued
at
the
quotation
on
the
exchange
determined
to
be
the
primary
market
for
such
security.
Listed
securities
not
traded
on
a
particular
day
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices
for
domestic
securities
and
the
last
quoted
sale
or
closing
price
for
international
securities.
The
last
quoted
prices
of
non-U.S.
equity
securities
may
be
adjusted
to
reflect
the
fair
value
of
such
securities
at
the
close
of
the
NYSE,
if
the Valuation
Designee
determines
that
developments
between
the
close
of
a
foreign
market
and
the
close
of
the
NYSE
will
affect
the
value
of
some
or
all
of
the
fund’s portfolio
securities.
Each
business
day,
the
Valuation
Designee uses
information
from
outside
pricing
services
to
evaluate
the
quoted
prices
of
portfolio
securities
and,
if
appropriate,
decide whether
it
is
necessary
to
adjust
quoted
prices
to
reflect
fair
value
by
reviewing
a
variety
of
factors,
including
T.
ROWE
PRICE
Small-Cap
Stock
Fund
developments
in
foreign
markets,
the
performance
of
U.S.
securities
markets,
and
the
performance
of
instruments
trading
in
U.S.
markets
that
represent
foreign
securities
and
baskets
of
foreign
securities. The Valuation
Designee
uses
outside
pricing
services
to
provide
it
with
quoted
prices
and
information
to
evaluate
or
adjust
those
prices.
The Valuation
Designee
cannot
predict
how
often
it
will
use
quoted
prices
and
how
often
it
will
determine
it
necessary
to
adjust
those
prices
to
reflect
fair
value.
Debt
securities
generally
are
traded
in
the over-the-counter
(OTC)
market
and
are
valued
at
prices
furnished
by
independent
pricing
services
or
by
broker
dealers
who
make
markets
in
such
securities.
When
valuing
securities,
the
independent
pricing
services
consider
factors
such
as,
but
not
limited
to,
the
yield
or
price
of
bonds
of
comparable
quality,
coupon,
maturity,
and
type,
as
well
as
prices
quoted
by
dealers
who
make
markets
in
such
securities.
Investments
in
mutual
funds
are
valued
at
the
mutual
fund’s
closing
NAV
per
share
on
the
day
of
valuation.
Assets
and
liabilities
other
than
financial
instruments,
including
short-term
receivables
and
payables,
are
carried
at
cost,
or
estimated
realizable
value,
if
less,
which
approximates
fair
value.
Investments
for
which
market
quotations are
not
readily
available
or
deemed
unreliable
are
valued
at
fair
value
as
determined
in
good
faith
by
the
Valuation
Designee.
The
Valuation
Designee
has
adopted
methodologies
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
or
deemed
unreliable,
including
the
use
of
other
pricing
sources.
Factors
used
in
determining
fair
value
vary
by
type
of
investment
and
may
include
market
or
investment
specific
considerations.
The
Valuation
Designee typically
will
afford
greatest
weight
to
actual
prices
in
arm’s
length
transactions,
to
the
extent
they
represent
orderly
transactions
between
market
participants,
transaction
information
can
be
reliably
obtained,
and
prices
are
deemed
representative
of
fair
value.
However,
the
Valuation
Designee may
also
consider
other
valuation
methods
such
as
market-based
valuation
multiples;
a
discount
or
premium
from
market
value
of
a
similar,
freely
traded
security
of
the
same
issuer;
discounted
cash
flows;
yield
to
maturity;
or
some
combination.
Fair
value
determinations
are
reviewed
on
a
regular
basis.
Because
any
fair
value
determination
involves
a
significant
amount
of
judgment,
there
is
a
degree
of
subjectivity
inherent
in
such
pricing
decisions. Fair
value
prices
determined
by
the
Valuation
Designee could
differ
from
those
of
other
market
participants,
and
it
is
possible
that
the
fair
value
determined
for
a
security
may
be
materially
different
from
the
value
that
could
be
realized
upon
the
sale
of
that
security.
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Valuation
Inputs
The
following
table
summarizes
the
fund’s
financial
instruments,
based
on
the
inputs
used
to
determine
their
fair
values
on
June
30,
2024
(for
further
detail
by
category,
please
refer
to
the
accompanying
Portfolio
of
Investments):
Following
is
a
reconciliation
of
the
fund’s
Level
3
holdings
for
the
six
months ended
June
30,
2024.
Gain
(loss)
reflects
both
realized
and
change
in
unrealized
gain/loss
on
Level
3
holdings
during
the
period,
if
any,
and
is
included
on
the
accompanying
Statement
of
Operations.
The
change
in
unrealized
gain/loss
on
Level
3
instruments
held
at
June
30,
2024,
totaled $(6,891,000) for
the
six
months ended
June
30,
2024.
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Common
Stocks
$
8,074,346
$
221,795
$
86,696
$
8,382,837
Convertible
Bonds
—
—
4,745
4,745
Convertible
Preferred
Stocks
—
—
175,247
175,247
Short-Term
Investments
129,086
—
—
129,086
Total
$
8,203,432
$
221,795
$
266,688
$
8,691,915
($000s)
Beginning
Balance
12/31/23
Gain
(Loss)
During
Period
Total
Purchases
Total
Sales
Ending
Balance
6/30/24
Investment
in
Securities
Common
Stocks
$
45,840
$
(3,508)
$
44,514
$
(150)
$
86,696
Convertible
Bonds
—
—
4,745
—
4,745
Convertible
Preferred
Stocks
181,652
(2,103)
—
(4,302)
175,247
Total
$
227,492
$
(5,611)
$
49,259
$
(4,452)
$
266,688
T.
ROWE
PRICE
Small-Cap
Stock
Fund
In
accordance
with
GAAP,
the
following
table
provides
quantitative
information
about
significant
unobservable
inputs
used
to
determine
the
fair
valuations
of
the
fund’s
Level
3
assets,
by
class
of
financial
instrument.
Because
the
Valuation
Designee
considers
a
wide
variety
of
factors
and
inputs,
both
observable
and
unobservable,
in
determining
fair
values,
the
unobservable
inputs
presented
do
not
reflect
all
inputs
significant
to
the
fair
value
determination.
Investments
in
Securities
Value
(000s)
Valuation
Technique(s)+
Significant
Unobservable
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Common
Stocks
$
86,696
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Market
comparable
Enterprise
value
to
sales
multiple
1.7x
–
11.5x
2.8x
Increase
Sales
growth
rate
1%
-
5%
3%
Increase
Enterprise
value
to
gross
profit
multiple
4.7x
-
15.3x
8.4x
Increase
Gross
profit
growth
rate
17%
17%
Increase
Enterprise
value
to
EBITDA
multiple
18.1x
18.1x
Increase
Price
to
tangible
book
value
multiple
1.4x
-
2.7x
1.7x
Increase
Tangible
book
value
growth
rate
3%
-
15%
13%
Increase
Discount
for
lack
of
marketability
10%
10%
Decrease
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Investments
in
Securities
Value
(000s)
Valuation
Technique(s)+
Significant
Unobservable
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Options
pricing
model
Private
company
valuation
—#
—#
—#
Risk-free
rate
5%
5%
Increase
Volatility
41%
41%
Increase
Convertible
Bonds
$
4,745
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Convertible
Preferred
Stocks
$
175,247
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Conversion
ratio
—#
—#
—#
Market
comparable
Premium
for
liquidation
preference
—#
—#
—#
Premium
to
public
company
multiples
25%
-
147%
88%
Increase
Probability
for
potential
outcome
25%
-
50%
33%
Increase
Enterprise
value
to
sales
multiple
1.1x
-
11.9x
7.1x
Increase
Projected
enterprise
value
to
sales
multiple
2.6x
-
17.6x
8.3x
Increase
Sales
growth
rate
1%
-
129%
55%
Increase
Enterprise
value
to
gross
profit
multiple
1.5x
-
21.6x
14.5x
Increase
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Investments
in
Securities
Value
(000s)
Valuation
Technique(s)+
Significant
Unobservable
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Projected
enterprise
value
to
gross
profit
multiple
6.8x
-
21.6x
17.5x
Increase
Gross
profit
growth
rate
17%
-
171%
84%
Increase
Enterprise
value
to
EBITDA
multiple
11.5x
-
18.1x
15.2x
Increase
Projected
enterprise
value
to
EBITDA
multiple
25.0x
-
37.6x
35.3x
Increase
EBITDA
growth
rate
56%
56%
Increase
Price
to
tangible
book
value
multiple
1.4x
-
2.7x
2.4x
Increase
Tangible
book
value
growth
rate
3%
-
7%
5%
Increase
Price
to
net
asset
value
multiple
0.9x
0.9x
Increase
Discount
rate
for
cost
of
capital
10%
-
30%
16%
Decrease
Discount
for
uncertainty
80%
-
100%
87%
Decrease
T.
ROWE
PRICE
Small-Cap
Stock
Fund
+
Valuation
techniques
may
change
in
order
to
reflect the
Valuation
Designee’s
judgment
of
current
market
participant
assumptions.
*
Unobservable
inputs
were
weighted
by
the
relative
fair
value
of
the
instruments.
**
Represents
the
directional
change
in
the
fair
value
of
the
Level
3
investment(s)
that
would
have
resulted
from
an
increase
in
the
corresponding
input
at
period
end.
A
decrease
in
the
unobservable
input
would
have
had
the
opposite
effect.
Significant
increases
and
decreases
in
these
inputs
in
isolation
could
result
in
significantly
higher
or
lower
fair
value
measurements.
#
No
quantitative
unobservable
inputs
significant
to
the
valuation
technique
were
created
by
the
Valuation
Designee.
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.
Restricted
Securities
The
fund
invests
in
securities
that
are
subject
to
legal
or
contractual
restrictions
on
resale.
Prompt
sale
of
such
securities
at
an
acceptable
price
may
be
difficult
and
may
involve
substantial
delays
and
additional
costs.
Other
Purchases
and
sales
of
portfolio
securities
other
than
in-kind
transactions,
if
any,
and short-term securities
aggregated $2,428,292,000 and
$2,897,710,000,
respectively,
for
the
six
months ended
June
30,
2024.
Investments
in
Securities
Value
(000s)
Valuation
Technique(s)+
Significant
Unobservable
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Discount
for
lack
of
marketability
10%
10%
Decrease
T.
ROWE
PRICE
Small-Cap
Stock
Fund
NOTE
4
-
FEDERAL
INCOME
TAXES
Generally,
no
provision
for
federal
income
taxes
is
required
since
the
fund
intends
to continue
to
qualify
as
a
regulated
investment
company
under
Subchapter
M
of
the
Internal
Revenue
Code
and
distribute
to
shareholders
all
of
its taxable
income
and
gains.
Distributions
determined
in
accordance
with
federal
income
tax
regulations
may
differ
in
amount
or
character
from
net
investment
income
and
realized
gains
for
financial
reporting
purposes.
Financial
reporting
records
are
adjusted
for
permanent
book/tax
differences
to
reflect
tax
character
but
are
not
adjusted
for
temporary
differences.
The
amount
and
character
of
tax-basis
distributions
and
composition
of
net
assets
are
finalized
at
fiscal
year-end;
accordingly,
tax-basis
balances
have
not
been
determined
as
of
the
date
of
this
report.
At
June
30,
2024,
the
cost
of
investments
(including
derivatives,
if
any)
for
federal
income
tax
purposes
was
$6,716,743,000.
Net
unrealized
gain
aggregated
$1,975,171,000
at
period-end,
of
which
$2,469,634,000
related
to
appreciated
investments
and
$494,463,000
related
to
depreciated
investments.
NOTE
5
-
FOREIGN TAXES
The
fund
is
subject
to
foreign
income
taxes
imposed
by
certain
countries
in
which
it
invests.
Additionally,
capital
gains
realized
upon
disposition
of
securities
issued
in
or
by
certain
foreign
countries
are
subject
to
capital
gains
tax
imposed
by
those
countries.
All
taxes
are
computed
in
accordance
with
the
applicable
foreign
tax
law,
and,
to
the
extent
permitted,
capital
losses
are
used
to
offset
capital
gains.
Taxes
attributable
to
income
are
accrued
by
the
fund
as
a
reduction
of
income.
Current
and
deferred
tax
expense
attributable
to
capital
gains
is
reflected
as
a
component
of
realized
or
change
in
unrealized
gain/
loss
on
securities
in
the
accompanying
financial
statements.
To
the
extent
that
the
fund
has
country
specific
capital
loss
carryforwards,
such
carryforwards
are
applied
against
net
unrealized
gains
when
determining
the
deferred
tax
liability.
Any
deferred
tax
liability
incurred
by
the
fund
is
included
in
either
Other
liabilities
or
Deferred
tax
liability
on
the
accompanying
Statement
of
Assets
and
Liabilities.
T.
ROWE
PRICE
Small-Cap
Stock
Fund
NOTE
6
-
RELATED
PARTY
TRANSACTIONS
The
fund
is
managed
by
T.
Rowe
Price
Associates,
Inc.
(Price
Associates),
a
wholly
owned
subsidiary
of
T.
Rowe
Price
Group,
Inc.
(Price
Group). Price
Associates
has
entered
into
a
sub-advisory
agreement(s)
with
one
or
more
of
its
wholly
owned
subsidiaries,
to
provide
investment
advisory
services
to
the
fund.
The
investment
management
agreement
between
the
fund
and
Price
Associates
provides
for
an
annual
investment
management
fee,
which
is
computed
daily
and
paid
monthly. The
fee
consists
of
an
individual
fund
fee,
equal
to
0.45%
of
the
fund’s
average
daily
net
assets,
and
a
group
fee.
The
group
fee
rate
is
calculated
based
on
the
combined
net
assets
of
certain
mutual
funds
sponsored
by
Price
Associates
(the
group)
applied
to
a
graduated
fee
schedule,
with
rates
ranging
from
0.48%
for
the
first
$1
billion
of
assets
to
0.260%
for
assets
in
excess
of
$845
billion.
The
fund’s
group
fee
is
determined
by
applying
the
group
fee
rate
to
the
fund’s
average
daily
net
assets. At
June
30,
2024,
the
effective
annual
group
fee
rate
was
0.29%.
The Investor
Class and Advisor
Class are
each
subject
to
a
contractual
expense
limitation
through
the
expense
limitation
dates
indicated
in
the
table
below.
This
agreement
will
continue
through
the
expense
limitation
dates
indicated
in
the
table
below,
and
may
be
renewed,
revised,
or
revoked
only
with
approval
of
the
fund’s
Board.
During
the
limitation
period,
Price
Associates
is required
to
waive
or
pay
any
expenses
(excluding
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
non-recurring,
extraordinary
expenses;
and
acquired
fund
fees
and
expenses)
that
would
otherwise
cause
the class's ratio
of
annualized
total
expenses
to
average
net
assets
(net
expense
ratio)
to
exceed
its
expense
limitation.
Each
class
is
required
to
repay
Price
Associates
for
expenses
previously
waived/paid
to
the
extent
the
class's net
assets
grow
or
expenses
decline
sufficiently
to
allow
repayment
without
causing
the class's net
expense
ratio
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
expense
limitation
in
place
at
the
time
such
amounts
were
waived;
or
(2)
the class's
current
expense
limitation.
However,
no
repayment
will
be
made
more
than
three
years
after
the
date
of
a
payment
or
waiver.
The
I
Class
is
also
subject
to
an
operating
expense
limitation
(I
Class
Limit)
pursuant
to
which
Price
Associates
is
contractually
required
to
pay
all
operating
expenses
of
the
I
Class,
excluding
management
fees;
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage; non-recurring,
extraordinary expenses; and
acquired
fund
fees
and
expenses, to
the
extent
such
operating
expenses,
on
an
annualized
basis,
exceed
the
I
Class
Limit. This
agreement
will
continue
through
the
expense
limitation
date
indicated
in
the
table
below,
and
may
T.
ROWE
PRICE
Small-Cap
Stock
Fund
be
renewed,
revised,
or
revoked
only
with
approval
of
the
fund’s
Board.
The
I
Class
is
required
to
repay
Price
Associates
for
expenses
previously
paid
to
the
extent
the
class’s
net
assets
grow
or
expenses
decline
sufficiently
to
allow
repayment
without
causing
the
class’s
operating
expenses
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
I
Class
Limit
in
place
at
the
time
such
amounts
were
paid;
or
(2)
the
current
I
Class
Limit.
However,
no
repayment
will
be
made
more
than
three
years
after
the
date
of
a
payment
or
waiver.
The
Z
Class
is
also
subject
to
a
contractual
expense
limitation
agreement
whereby
Price
Associates
has
agreed
to
waive
and/or
bear
all
of
the
Z
Class’
expenses
(excluding
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
non-recurring,
extraordinary
expenses;
and
acquired
fund
fees
and
expenses)
in
their
entirety.
This
fee
waiver
and/or
expense
reimbursement
arrangement
is
expected
to
remain
in
place
indefinitely,
and
the
agreement
may
only
be
amended
or
terminated
with
approval
by
the
fund’s
Board.
Expenses
of
the
fund
waived/paid
by
the
manager
are
not
subject
to
later
repayment
by
the
fund.
Pursuant
to
these
agreements,
expenses
were
waived/paid
by
and/or
repaid
to
Price
Associates
during
the
six
months ended June
30,
2024
as
indicated
in
the
table
below
and
remain
subject
to
repayment
by
the
fund.
Any
repayment
of
expenses
previously
waived/paid
by
Price
Associates
during
the
period
would
be
included
in
the
net
investment
income
and
expense
ratios
presented
on
the
accompanying
Financial
Highlights.
In
addition,
the
fund
has
entered
into
service
agreements
with
Price
Associates
and
two
wholly
owned
subsidiaries
of
Price
Associates,
each
an
affiliate
of
the
fund
(collectively,
Price).
Price
Associates
provides
certain
accounting
and
administrative
services
to
the
fund.
T.
Rowe
Price
Services,
Inc.
provides
shareholder
and
administrative
services
in
its
capacity
as
the
fund’s
transfer
and
dividend-disbursing
agent.
T.
Rowe
Price
Retirement
Plan
Services,
Inc.
Investor
Class
Advisor
Class
I
Class
Z
Class
Expense
limitation/I
Class
Limit
1.09%
1.34%
0.05%
0.00%
Expense
limitation
date
04/30/26
04/30/26
04/30/26
N/A
(Waived)/repaid
during
the
period
($000s)
$—
$—
$—
$(11,721)
T.
ROWE
PRICE
Small-Cap
Stock
Fund
provides
subaccounting
and
recordkeeping
services
for
certain
retirement
accounts
invested
in
the
Investor
Class
and
Advisor
Class.
For
the
six
months
ended
June
30,
2024,
expenses
incurred
pursuant
to
these
service
agreements
were
$60,000
for
Price
Associates;
$1,041,000
for
T.
Rowe
Price
Services,
Inc.;
and
$123,000
for
T.
Rowe
Price
Retirement
Plan
Services,
Inc.
All
amounts
due
to
and
due
from
Price,
exclusive
of
investment
management
fees
payable,
are
presented
net
on
the
accompanying
Statement
of
Assets
and
Liabilities.
T.
Rowe
Price
Investment
Services,
Inc.
(Investment
Services)
serves
as
distributor
to
the
fund.
Pursuant
to
an
underwriting
agreement,
no
compensation
for
any
distribution
services
provided
is
paid
to
Investment
Services
by
the
fund
(except
for
12b-1
fees
under
a
Board-approved
Rule
12b-1
plan).
Additionally,
the
fund
is
one
of
several
mutual
funds
in
which
certain
college
savings
plans
managed
by
Price
Associates invests.
As
approved
by
the
fund’s
Board
of
Directors,
shareholder
servicing
costs
associated
with
each
college
savings
plan
are
borne
by
the
fund
in
proportion
to
the
average
daily
value
of
its
shares
owned
by
the
college
savings
plan.
Price
has
agreed
to waive/reimburse
shareholder
servicing
costs in
excess
of
0.05%
of
the
fund’s
average
daily
value
of
its
shares
owned
by
the
college
savings
plan.
Any
amounts
waived/
paid
by
Price
under
this
voluntary
agreement
are
not
subject
to
repayment
by
the
fund.
Price
may
amend
or
terminate
this
voluntary
arrangement
at
any
time
without
prior
notice.
For
the
six
months ended
June
30,
2024,
the
fund
was
charged $58,000 for
shareholder
servicing
costs
related
to
the
college
savings
plans, which
is
net
of
a
reimbursement
by
Price
of
$4,000.
All
amounts
due
to
and
due
from
Price,
exclusive
of
investment
management
fees
payable,
are
presented
net
on
the
accompanying
Statement
of
Assets
and
Liabilities. At
June
30,
2024,
approximately
16%
of
the
outstanding
shares
of
the
I
Class
were
held
by
college
savings
plans.
Mutual
funds,
trusts,
and
other
accounts
managed
by
Price
Associates
or
its
affiliates
(collectively,
Price
Funds
and
accounts)
may
invest
in
the
fund.
No
Price
fund
or
account
may
invest
for
the
purpose
of
exercising
management
or
control
over
the
fund.
At
June
30,
2024, 100%
of
the
Z
Class's
outstanding
shares
were
held
by
Price
Funds
and
accounts.
The fund
may
invest
its
cash
reserves
in
certain
open-end
management
investment
companies
managed
by
Price
Associates
and
considered
affiliates
of
the
fund:
the
T.
Rowe
Price
Government
Reserve
Fund
or
the
T.
Rowe
Price
Treasury
Reserve
Fund,
organized
as
money
market
funds
(together,
the
Price
Reserve
Funds).
The
Price
Reserve
Funds
are
offered
as
short-term
investment
options
to
mutual
funds,
trusts,
and
other
accounts
managed
by
Price
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Associates
or
its
affiliates
and
are
not
available
for
direct
purchase
by
members
of
the
public.
Cash
collateral
from
securities
lending,
if
any,
is
invested
in
the
T.
Rowe
Price
Government
Reserve Fund. The
Price
Reserve
Funds
pay
no
investment
management
fees.
The fund may
participate
in
securities
purchase
and
sale
transactions
with
other
funds
or
accounts
advised
by
Price
Associates
(cross
trades),
in
accordance
with
procedures
adopted
by the
fund’s
Board
and
Securities
and
Exchange
Commission
rules,
which
require,
among
other
things,
that
such
purchase
and
sale
cross
trades
be
effected
at
the
independent
current
market
price
of
the
security.
During
the
six
months
ended
June
30,
2024,
the
fund
had
no
purchases
or
sales
cross
trades
with
other
funds
or
accounts
advised
by
Price
Associates.
Price
Associates
has voluntarily
agreed
to
reimburse
the
fund
from
its
own
resources
on
a
monthly
basis
for
the
cost
of
brokerage
commissions
embedded
in
the
cost
of
the
fund’s
foreign
currency
transactions. This
agreement
may
be
rescinded
at
any
time. For
the
six
months ended
June
30,
2024,
these
reimbursements
amounted
to
$53,000,
which
is
included
in
Net
realized
gain
(loss)
on
Securities
in
the
Statement
of
Operations.
NOTE
7
-
OTHER
MATTERS
Unpredictable environmental,
political,
social
and
economic
events,
including
but
not
limited
to,
environmental
or
natural
disasters,
war
and
conflict
(including
Russia’s
military
invasion
of
Ukraine
and
the
conflict
in
Israel,
Gaza
and
surrounding
areas),
terrorism,
geopolitical
developments
(including
trading
and
tariff
arrangements,
sanctions
and
cybersecurity
attacks),
and
public
health
epidemics
(including
the
global
outbreak
of
COVID-19)
and
similar
public
health
threats,
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
a
fund
invests.
The
extent
and
duration
of
such
events
and
resulting
market
disruptions
cannot
be
predicted.
These
and
other
similar
events
may
cause
instability
across
global
markets,
including
reduced
liquidity
and
disruptions
in
trading
markets,
while
some
events
may
affect
certain
geographic
regions,
countries,
sectors,
and
industries
more
significantly
than
others,
and
exacerbate
other
pre-existing
political,
social,
and
economic
risks.
The
fund’s
performance
could
be
negatively
impacted
if
the
value
of
a
portfolio
holding
were
harmed
by
these
or
such
events.
Management
actively
monitors
the
risks
and
financial
impacts
arising
from
such
events.
T.
ROWE
PRICE
Small-Cap
Stock
Fund
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
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),
as
well
as
the
investment
subadvisory
agreement
(Subadvisory
Contract)
that
the
Adviser
has
entered
into
with
T.
Rowe
Price
Investment
Management,
Inc.
(Subadviser)
on
behalf
of
the
fund.
In
that
regard,
at
a
meeting
held
on
March
11–12,
2024
(Meeting),
the
Board,
including
all
of
the
fund’s
independent
directors
present
in
person
at
the
Meeting,
approved
the
continuation
of
the
fund’s
Advisory
Contract
and
Subadvisory
Contract.
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
and
Subadviser
and
the
approval
of
the
Advisory
Contract
and
Subadvisory
Contract.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Advisory
Contract
and
Subadvisory
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
and
Subadvisory
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
and
Subadviser
about
various
topics.
The
Board
also
considered
that
the
Subadviser
has
its
own
investment
platform
and
investment
management
leadership,
and
the
Adviser
and
Subadviser
have
implemented
information
barriers
restricting
the
sharing
of
investment
information
and
voting
activity.
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
and
Subadviser
The
Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
the
fund
by
the
Adviser
and
Subadviser.
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.
However,
the
Board
noted
that
there
are
information
barriers
between
investment
personnel
of
the
Adviser
and
Subadviser
that
restrict
the
sharing
of
certain
information,
such
as
investment
research,
trading,
and
proxy
T.
ROWE
PRICE
Small-Cap
Stock
Fund
voting.
The
Board
also
reviewed
the
background
and
experience
of
the
Adviser’s
and
Subadviser’s
senior
management
teams
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
and
Subadviser,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract
and
Subadvisory
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
various
periods
through
December
31,
2023.
Additionally,
the
Board
reviewed
the
fund’s
relative
performance
information
as
of
September
30,
2023,
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,
the
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
and
Subadvisory
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,
including
the
Subadviser)
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
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Small-Cap
Stock
Fund
transactions,
the
Board
noted
that
during
2023
the
Adviser
paid
the
costs
of
research
services
for
all
client
accounts
that
it
advises,
including
the
T.
Rowe
Price
funds.
However,
effective
January
1,
2024,
the
Adviser
will
begin
using
brokerage
commissions
in
connection
with
certain
T.
Rowe
Price
funds’
securities
transactions
to
pay
for
research
when
permissible.
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
composed
of
two
components—a
group
fee
rate
based
on
the
combined
average
net
assets
of
most
of
the
T.
Rowe
Price
funds
(including
the
fund)
that
declines
at
certain
asset
levels
and
an
individual
fund
fee
rate
based
on
the
fund’s
average
daily
net
assets—and
the
fund
pays
its
own
expenses
of
operations.
Under
the
Subadvisory
Contract,
the
Adviser
may
pay
the
Subadviser
up
to
60%
of
the
advisory
fees
that
the
Adviser
receives
from
the
fund.
The
group
fee
rate
decreases
as
total
T.
Rowe
Price
fund
assets
grow,
which
reduces
the
management
fee
rate
for
any
fund
that
has
a
group
fee
component
to
its
management
fee,
and
reflects
that
certain
resources
utilized
to
operate
the
fund
are
shared
with
other
T.
Rowe
Price
funds,
thus
allowing
shareholders
of
those
funds
to
share
potential
economies
of
scale.
The
fund’s
shareholders
also
benefit
from
potential
economies
of
scale
through
a
decline
in
certain
operating
expenses
as
the
fund
grows
in
size.
However,
the
fund
is
also
subject
to
contractual
expense
limitations
that
require
the
Adviser
to
waive
its
fees
and/or
bear
any
expenses
that
would
otherwise
cause
the
expenses
of
a
share
class
of
the
fund
to
exceed
a
certain
percentage
based
on
the
class’s
net
assets.
The
expense
limitations
mitigate
the
potential
for
an
increase
in
operating
expenses
above
a
certain
level
that
could
impact
shareholders.
The
fund
also
offers
a
Z
Class,
which
serves
as
an
underlying
investment
within
certain
T.
Rowe
Price
fund
of
funds
arrangements.
The
Adviser
waives
its
advisory
fee
on
the
Z
Class
and
waives
or
bears
the
Z
Class’s
other
operating
expenses,
with
certain
exceptions.
The
Board
considered
whether
the
advisory
fee
and
operating
expense
waivers
on
the
Z
Class
may
present
a
means
for
cross-
subsidization
of
the
Z
Class
by
other
share
classes
of
the
fund.
In
that
regard,
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Small-Cap
Stock
Fund
the
Board
noted
that
the
Z
Class
operating
expenses
are
largely
covered
by
the
all-inclusive
fees
charged
by
the
investing
T.
Rowe
Price
fund
of
funds
and
that
any
Z
Class
operating
expenses
not
covered
by
the
investing
T.
Rowe
Price
fund
of
funds’
fees
are
paid
by
the
Adviser
and
not
by
shareholders
of
any
other
share
class
of
the
fund.
In
addition,
the
Board
noted
that
the
fund
potentially
shares
in
indirect
economies
of
scale
through
the
Adviser’s
and
Subadviser’s
ongoing
investments
in
their
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
(Investor
Class
Expense
Group);
(ii)
actual
management
fees
and
total
expenses
of
the
Advisor
Class
of
the
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Advisor
Class
Expense
Group);
and
(iii)
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.
Broadridge
constructed
peer
groups
consisting
of
small-cap
growth
funds
and
the
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
in
the
second
quintile
(Investor
Class
Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
first
quintile
(Investor
Class
Expense
Group)
and
second
quintile
(Advisor
Class
Expense
Group
and
Expense
Universe),
and
the
fund’s
total
expenses
ranked
in
the
second
quintile
(Investor
Class
Expense
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Group
and
Expense
Universe)
and
first
quintile
(Advisor
Class
Expense
Group).
At
the
request
of
the
Adviser,
Broadridge
also
constructed
peer
groups
consisting
of
small-cap
core
funds
and
the
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
in
the
second
quintile
(Investor
Class
Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
second
quintile
(Investor
Class
Expense
Group,
Advisor
Class
Expense
Group,
and
Expense
Universe),
and
the
fund’s
total
expenses
ranked
in
the
third
quintile
(Investor
Class
Expense
Group),
first
quintile
(Advisor
Class
Expense
Group),
and
second
quintile
(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
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
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Small-Cap
Stock
Fund
Approval
of
the
Advisory
Contract
and
Subadvisory
Contract
As
noted,
the
Board
approved
the
continuation
of
the
Advisory
Contract
and
Subadvisory
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
and
Subadvisory
Contract
(including
the
fees
to
be
charged
for
services
thereunder).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(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.
F65-051
8/24
Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.
Not applicable.
Item 9. Proxy Disclosures for Open-End Management Investment Companies.
Not applicable.
Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.
Remuneration paid to Directors is included in Item 7 of this Form N-CSR and/or the Statement of Additional Information.
Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.
If applicable, see Item 7.
Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 13. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 15. Submission of Matters to a Vote of Security Holders.
There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.
Item 16. Controls and Procedures.
(a) The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.
(b) The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 18. Recovery of Erroneously Awarded Compensation.
Not applicable.
Item 19. Exhibits.
(a)(1) The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is filed with the registrant’s annual Form N-CSR.
(2) Listing standards relating to recovery of erroneously awarded compensation: Not applicable.
(3) Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
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 Small-Cap Stock Fund |
| | |
| By | | /s/ David Oestreicher | | |
| | David Oestreicher | | |
| | Principal Executive Officer | | |
| | |
| Date | | August 20, 2024 | | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | |
| | |
| By | | /s/ David Oestreicher | | |
| | David Oestreicher | | |
| | Principal Executive Officer | | |
| | |
| Date | | August 20, 2024 | | |
| | | | |
| By | | /s/ Alan S. Dupski | | |
| | Alan S. Dupski | | |
| | Principal Financial Officer | | |
| | |
| Date | | August 20, 2024 | | |
