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: 811-04519
T. Rowe Price Capital Appreciation 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
Capital Appreciation Fund
This semi-annual shareholder report contains important information about Capital Appreciation 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 |
|---|
| Capital Appreciation Fund - Investor Class | $36 | 0.70% |
What are some fund statistics?
| Total Net Assets (000s) | $61,733,249 |
| Number of Portfolio Holdings | 307 |
| |
| Portfolio Turnover Rate | 33.0% |
What did the fund invest in?
Security Allocation (as a % of Net Assets)
| Common and Preferred Stocks | 63.9% |
| Bonds | 31.9 |
| Reserves | 4.2 |
Top Ten Holdings (as a % of Net Assets)
| U.S. Treasury Notes | 10.9% |
| Microsoft | 5.4 |
| HUB International | 2.9 |
| Amazon.com | 2.7 |
| Alphabet | 2.7 |
| NVIDIA | 2.6 |
| UnitedHealth Group | 2.6 |
| Danaher | 2.1 |
| Intuit | 2.0 |
| Waste Connections | 2.0 |
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.
Capital Appreciation Fund
Investor Class (PRWCX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Semi-Annual Shareholder Report
June 30, 2024
Capital Appreciation Fund
This semi-annual shareholder report contains important information about Capital Appreciation 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 |
|---|
| Capital Appreciation Fund - Advisor Class | $50 | 0.97% |
What are some fund statistics?
| Total Net Assets (000s) | $61,733,249 |
| Number of Portfolio Holdings | 307 |
| |
| Portfolio Turnover Rate | 33.0% |
What did the fund invest in?
Security Allocation (as a % of Net Assets)
| Common and Preferred Stocks | 63.9% |
| Bonds | 31.9 |
| Reserves | 4.2 |
Top Ten Holdings (as a % of Net Assets)
| U.S. Treasury Notes | 10.9% |
| Microsoft | 5.4 |
| HUB International | 2.9 |
| Amazon.com | 2.7 |
| Alphabet | 2.7 |
| NVIDIA | 2.6 |
| UnitedHealth Group | 2.6 |
| Danaher | 2.1 |
| Intuit | 2.0 |
| Waste Connections | 2.0 |
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.
Capital Appreciation Fund
Advisor Class (PACLX)
T. Rowe Price Investment Services, Inc.
100 East Pratt Street
Baltimore, MD 21202
Semi-Annual Shareholder Report
June 30, 2024
Capital Appreciation Fund
This semi-annual shareholder report contains important information about Capital Appreciation 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 |
|---|
| Capital Appreciation Fund - I Class | $30 | 0.58% |
What are some fund statistics?
| Total Net Assets (000s) | $61,733,249 |
| Number of Portfolio Holdings | 307 |
| |
| Portfolio Turnover Rate | 33.0% |
What did the fund invest in?
Security Allocation (as a % of Net Assets)
| Common and Preferred Stocks | 63.9% |
| Bonds | 31.9 |
| Reserves | 4.2 |
Top Ten Holdings (as a % of Net Assets)
| U.S. Treasury Notes | 10.9% |
| Microsoft | 5.4 |
| HUB International | 2.9 |
| Amazon.com | 2.7 |
| Alphabet | 2.7 |
| NVIDIA | 2.6 |
| UnitedHealth Group | 2.6 |
| Danaher | 2.1 |
| Intuit | 2.0 |
| Waste Connections | 2.0 |
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.
Capital Appreciation Fund
I Class (TRAIX)
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
PRWCX
Capital
Appreciation
Fund
–
.
PACLX
Capital
Appreciation
Fund–
.
Advisor Class
TRAIX
Capital
Appreciation
Fund–
.
I Class
T.
ROWE
PRICE
Capital
Appreciation
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
$
33
.91
$
29
.73
$
36
.96
$
34
.11
$
31
.22
$
26
.53
Investment
activities
Net
investment
income
(1)(2)
0
.41
0
.77
0
.49
0
.35
0
.40
0
.49
Net
realized
and
unrealized
gain/
loss
1
.99
4
.81
(
4
.91
)
5
.91
5
.21
6
.02
Total
from
investment
activities
2
.40
5
.58
(
4
.42
)
6
.26
5
.61
6
.51
Distributions
Net
investment
income
—
(
0
.71
)
(
0
.47
)
(
0
.35
)
(
0
.40
)
(
0
.48
)
Net
realized
gain
—
(
0
.69
)
(
2
.34
)
(
3
.06
)
(
2
.32
)
(
1
.34
)
Total
distributions
—
(
1
.40
)
(
2
.81
)
(
3
.41
)
(
2
.72
)
(
1
.82
)
NET
ASSET
VALUE
End
of
period
$
36
.31
$
33
.91
$
29
.73
$
36
.96
$
34
.11
$
31
.22
T.
ROWE
PRICE
Capital
Appreciation
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)
7
.08
%
18
.83
%
(
11
.94
)
%
18
.53
%
18
.16
%
24
.61
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0
.72
%
(4)
0
.73
%
0
.73
%
0
.70
%
0
.70
%
0
.70
%
Net
expenses
after
waivers/
payments
by
Price
Associates
0
.70
%
(4)
0
.70
%
0
.71
%
0
.68
%
0
.69
%
0
.70
%
Net
investment
income
2
.36
%
(4)
2
.38
%
1
.45
%
0
.95
%
1
.26
%
1
.61
%
Portfolio
turnover
rate
33
.0
%
65
.1
%
83
.9
%
47
.8
%
87
.3
%
44
.8
%
Net
assets,
end
of
period
(in
millions)
$33,730
$31,624
$26,104
$40,460
$35,253
$30,822
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
Capital
Appreciation
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
$
33
.39
$
29
.30
$
36
.49
$
33
.70
$
30
.88
$
26
.27
Investment
activities
Net
investment
income
(1)(2)
0
.36
0
.68
0
.40
0
.24
0
.31
0
.40
Net
realized
and
unrealized
gain/
loss
1
.95
4
.73
(
4
.85
)
5
.84
5
.13
5
.94
Total
from
investment
activities
2
.31
5
.41
(
4
.45
)
6
.08
5
.44
6
.34
Distributions
Net
investment
income
—
(
0
.63
)
(
0
.40
)
(
0
.23
)
(
0
.30
)
(
0
.39
)
Net
realized
gain
—
(
0
.69
)
(
2
.34
)
(
3
.06
)
(
2
.32
)
(
1
.34
)
Total
distributions
—
(
1
.32
)
(
2
.74
)
(
3
.29
)
(
2
.62
)
(
1
.73
)
NET
ASSET
VALUE
End
of
period
$
35
.70
$
33
.39
$
29
.30
$
36
.49
$
33
.70
$
30
.88
T.
ROWE
PRICE
Capital
Appreciation
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)
6
.92
%
18
.52
%
(
12
.18
)
%
18
.22
%
17
.80
%
24
.20
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0
.99
%
(4)
0
.99
%
0
.99
%
0
.99
%
1
.00
%
0
.99
%
Net
expenses
after
waivers/
payments
by
Price
Associates
0
.97
%
(4)
0
.96
%
0
.97
%
0
.97
%
0
.99
%
0
.99
%
Net
investment
income
2
.09
%
(4)
2
.12
%
1
.22
%
0
.66
%
0
.97
%
1
.32
%
Portfolio
turnover
rate
33
.0
%
65
.1
%
83
.9
%
47
.8
%
87
.3
%
44
.8
%
Net
assets,
end
of
period
(in
millions)
$787
$759
$654
$795
$770
$866
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
Capital
Appreciation
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
$
33
.90
$
29
.72
$
36
.99
$
34
.14
$
31
.24
$
26
.55
Investment
activities
Net
investment
income
(1)(2)
0
.43
0
.81
0
.56
0
.40
0
.44
0
.52
Net
realized
and
unrealized
gain/
loss
1
.99
4
.82
(
4
.95
)
5
.91
5
.22
6
.02
Total
from
investment
activities
2
.42
5
.63
(
4
.39
)
6
.31
5
.66
6
.54
Distributions
Net
investment
income
—
(
0
.76
)
(
0
.54
)
(
0
.40
)
(
0
.44
)
(
0
.51
)
Net
realized
gain
—
(
0
.69
)
(
2
.34
)
(
3
.06
)
(
2
.32
)
(
1
.34
)
Total
distributions
—
(
1
.45
)
(
2
.88
)
(
3
.46
)
(
2
.76
)
(
1
.85
)
NET
ASSET
VALUE
End
of
period
$
36
.32
$
33
.90
$
29
.72
$
36
.99
$
34
.14
$
31
.24
T.
ROWE
PRICE
Capital
Appreciation
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)
7
.14
%
18
.98
%
(
11
.84
)
%
18
.67
%
18
.31
%
24
.70
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0
.60
%
(4)
0
.60
%
0
.60
%
0
.59
%
0
.59
%
0
.60
%
Net
expenses
after
waivers/
payments
by
Price
Associates
0
.58
%
(4)
0
.58
%
0
.58
%
0
.57
%
0
.58
%
0
.59
%
Net
investment
income
2
.48
%
(4)
2
.50
%
1
.67
%
1
.06
%
1
.37
%
1
.70
%
Portfolio
turnover
rate
33
.0
%
65
.1
%
83
.9
%
47
.8
%
87
.3
%
44
.8
%
Net
assets,
end
of
period
(in
millions)
$27,216
$24,084
$18,698
$12,654
$8,901
$6,246
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
Capital
Appreciation
Fund
June
30,
2024
(Unaudited)
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
ASSET-BACKED
SECURITIES
0.1%
Domino's
Pizza
Master
Issuer
Series 2017-1A,
Class
A23
4.118%,
7/25/47 (1)
22,249,988
21,287
Domino's
Pizza
Master
Issuer
Series 2019-1A,
Class
A2
3.668%,
10/25/49 (1)
17,777,472
16,196
Total
Asset-Backed
Securities
(Cost
$39,842)
37,483
BANK
LOANS
9.1%
(2)
ADMI,
FRN
1M
TSFR
+
3.38%,
8.833%,
12/23/27
37,723,313
36,799
ADMI,
FRN
1M
TSFR
+
3.75%,
9.208%,
12/23/27
101,089,279
98,879
ADMI,
FRN
1M
TSFR
+
5.75%,
11.094%,
12/23/27
14,028,831
14,093
Alliant
Holdings
Intermediate,
FRN
1M
TSFR
+
3.50%,
8.842%,
11/6/30
262,096,528
262,657
AmWINS
Group,
FRN
1M
TSFR
+
2.25%,
7.708%,
2/19/28 (3)
73,853,853
73,756
Applied
Systems,
FRN
1M
TSFR
+
3.50%,
8.835%,
2/24/31 (3)
492,743,379
496,074
Applied
Systems,
FRN
1M
TSFR
+
5.25%,
10.585%,
2/23/32
68,596,360
70,826
AssuredPartners,
FRN
1M
TSFR
+
3.50%,
8.844%,
2/14/31
215,800,714
216,235
AthenaHealth
Group,
FRN
1M
TSFR
+
3.25%,
8.594%,
2/15/29
168,659,424
167,922
Avantor
Funding,
FRN
1M
TSFR
+
2.00%,
7.444%,
11/8/27
6,494,094
6,519
Azalea
Topco,
FRN
1M
TSFR
+
3.50%,
8.844%,
4/30/31
115,103,000
114,959
BroadStreet
Partners,
FRN
1M
TSFR
+
3.25%,
8.594%,
6/13/31 (3)
205,968,013
205,299
Charter
Communications
Operating,
FRN
1M
TSFR
+
1.75%,
7.082%,
2/1/27
53,566,403
53,489
Ellucian
Holdings,
FRN
1M
TSFR
+
3.50%,
8.944%,
10/9/29 (3)
161,736,863
162,344
Epicor
Software,
FRN
1M
TSFR
+
3.25%,
7/30/27 (3)
3,073,737
3,085
Epicor
Software,
FRN
1M
TSFR
+
3.25%,
7.797%,
5/23/31 (3)(4)
94,658,560
95,000
Filtration
Group,
FRN
1M
TSFR
+
3.50%,
8.958%,
10/21/28
290,844,760
292,072
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Filtration
Group,
FRN
3M
EURIBOR
+
4.25%,
7.896%,
10/21/28
(EUR)
65,339,526
70,042
Heartland
Dental,
FRN
1M
TSFR
+
4.50%,
9.844%,
4/28/28
117,434,986
117,582
Hilton
Domestic
Operating,
FRN
1M
TSFR
+
1.75%,
7.095%,
11/8/30 (3)
159,708,459
159,819
HUB
International,
FRN
1M
TSFR
+
3.25%,
8.575%,
6/20/30
794,579,573
795,970
Informatica,
FRN
1M
TSFR
+
2.25%,
10/27/28 (3)
6,610,797
6,625
IRB
Holding,
FRN
1M
TSFR
+
2.75%,
8.194%,
12/15/27
194,903,592
194,693
Loire
Finco
Luxembourg,
FRN
1M
TSFR
+
3.50%,
8.944%,
4/21/27 (3)
145,953,210
144,530
Loire
Finco
Luxembourg,
FRN
1M
TSFR
+
3.75%,
9.194%,
4/21/27
28,718,131
28,413
Medline
Borrower,
FRN
1M
TSFR
+
2.75%,
8.094%,
10/23/28
32,785,922
32,830
Mileage
Plus
Holdings,
FRN
3M
TSFR
+
5.25%,
10.744%,
6/21/27
180,061,604
183,560
Quartz
Acquireco,
FRN
1M
TSFR
+
2.75%,
8.085%,
6/28/30 (3)
29,991,338
29,991
Ryan
Specialty,
FRN
1M
TSFR
+
2.75%,
8.094%,
9/1/27
36,187,853
36,333
SBA
Senior
Finance
II,
FRN
1M
TSFR
+
2.00%,
7.35%,
1/25/31 (3)
102,759,315
102,824
Severin
Acquisition,
FRN
3M
TSFR
+
3.00%,
8.33%,
8/1/27
22,690,505
22,747
SkyMiles
IP,
FRN
3M
TSFR
+
3.75%,
9.075%,
10/20/27 (3)
67,640,168
69,170
Storable,
FRN
1M
TSFR
+
3.50%,
8.844%,
4/17/28 (3)
54,590,192
54,600
Trans
Union,
FRN
1M
TSFR
+
1.75%,
7.194%,
11/16/26
31,320,656
31,276
Trans
Union,
FRN
1M
TSFR
+
2.00%,
7.344%,
12/1/28
6,696,429
6,693
TransDigm,
FRN
1M
TSFR
+
2.75%,
8.085%,
3/22/30 (3)
81,412,446
81,543
TransDigm,
FRN
3M
TSFR
+
2.75%,
8.085%,
8/24/28
8,481,044
8,493
Truist
Insurance
Holdings,
FRN
1M
TSFR
+
3.25%,
8.585%,
5/6/31 (3)
148,822,222
148,955
Truist
Insurance
Holdings,
FRN
1M
TSFR
+
4.75%,
10.085%,
5/6/32
203,054,312
206,693
UKG,
FRN
1M
TSFR
+
3.25%,
8.555%,
2/10/31
324,052,221
325,105
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
USI,
FRN
1M
TSFR
+
2.75%,
8.085%,
9/27/30
250,973,583
250,868
USI,
FRN
1M
TSFR
+
2.75%,
8.094%,
11/23/29
163,361,647
163,260
Total
Bank
Loans
(Cost
$5,608,554)
5,642,623
BOND
MUTUAL
FUNDS
1.4%
T.
Rowe
Price
Institutional
Floating
Rate
Fund
–
Institutional
Class,
8.51% (5)(6)
93,008,369
879,859
Total
Bond
Mutual
Funds
(Cost
$898,355)
879,859
COMMON
STOCKS
63.6%
COMMUNICATION
SERVICES
3.8%
Interactive
Media
&
Services
3.8%
Alphabet,
Class
A (7)
9,150,167
1,666,703
Meta
Platforms,
Class
A (7)
1,413,147
712,537
Total
Communication
Services
2,379,240
CONSUMER
DISCRETIONARY
4.1%
Broadline
Retail
2.7%
Amazon.com (7)(8)
8,597,592
1,661,485
1,661,485
Hotels,
Restaurants
&
Leisure
1.4%
Hilton
Worldwide
Holdings (7)
1,421,589
310,191
McDonald's (7)
664,200
169,265
Yum!
Brands (7)
2,978,700
394,558
874,014
Total
Consumer
Discretionary
2,535,499
ENERGY
2.3%
Oil,
Gas
&
Consumable
Fuels
2.3%
Canadian
Natural
Resources
29,593,674
1,053,535
Chesapeake
Energy
4,810,979
395,414
Total
Energy
1,448,949
FINANCIALS
4.8%
Capital
Markets
1.7%
Intercontinental
Exchange (7)
5,419,018
741,809
KKR (7)
3,071,574
323,253
1,065,062
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Financial
Services
1.8%
Mastercard,
Class
A (7)
1,381,150
609,308
Visa,
Class
A (7)
1,989,292
522,130
1,131,438
Insurance
1.3%
Arthur
J
Gallagher (7)
446,638
115,818
Hockey
Parent
Holdings,
Acquisition
Date:
9/14/23,
Cost $123,055 (8)(9)(10)
123,055
123,055
Marsh
&
McLennan (7)
2,613,680
550,754
789,627
Total
Financials
2,986,127
HEALTH
CARE
13.8%
Biotechnology
1.9%
AbbVie (7)
3,108,796
533,221
Argenx,
ADR (8)
456,800
196,442
Biogen (8)
1,928,777
447,129
1,176,792
Health
Care
Equipment
&
Supplies
2.6%
Becton
Dickinson
&
Company (7)
5,023,613
1,174,069
GE
HealthCare
Technologies (7)
5,242,008
408,457
1,582,526
Health
Care
Providers
&
Services
2.9%
Humana
602,107
224,977
UnitedHealth
Group (7)
3,108,599
1,583,085
1,808,062
Life
Sciences
Tools
&
Services
5.5%
Avantor (8)
18,777,165
398,076
Danaher (7)
5,156,842
1,288,437
Revvity (6)
11,519,918
1,207,979
Thermo
Fisher
Scientific (7)
859,277
475,180
3,369,672
Pharmaceuticals
0.9%
Eli
Lilly
634,785
574,722
574,722
Total
Health
Care
8,511,774
INDUSTRIALS
&
BUSINESS
SERVICES
9.1%
Aerospace
&
Defense
1.1%
Northrop
Grumman (7)
258,700
112,780
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
RTX (7)
5,401,587
542,265
655,045
Commercial
Services
&
Supplies
3.5%
Republic
Services (7)
585,395
113,766
Veralto (7)
8,663,678
827,121
Waste
Connections (7)
6,943,627
1,217,634
2,158,521
Electrical
Equipment
0.3%
AMETEK
982,292
163,758
163,758
Industrial
Conglomerates
1.8%
Roper
Technologies (7)
1,952,961
1,100,806
1,100,806
Machinery
2.4%
Fortive
14,987,146
1,110,548
Ingersoll
Rand (7)
4,240,228
385,182
1,495,730
Total
Industrials
&
Business
Services
5,573,860
INFORMATION
TECHNOLOGY
16.4%
Electronic
Equipment,
Instruments
&
Components
1.0%
Teledyne
Technologies (7)(8)
1,519,373
589,486
589,486
Semiconductors
&
Semiconductor
Equipment
2.6%
NVIDIA
12,827,700
1,584,734
1,584,734
Software
11.0%
Aurora
Innovation (8)
108,921,109
301,712
Intuit
1,895,097
1,245,477
Microsoft (7)
7,489,878
3,347,601
PTC (8)
5,316,036
965,764
Salesforce
3,571,756
918,298
6,778,852
Technology
Hardware,
Storage
&
Peripherals
1.8%
Apple (7)
5,169,109
1,088,718
1,088,718
Total
Information
Technology
10,041,790
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
MATERIALS
1.2%
Chemicals
1.2%
Linde (7)
1,677,863
736,263
Total
Materials
736,263
UTILITIES
5.1%
Electric
Utilities
1.0%
Exelon
17,927,873
620,484
620,484
Multi-Utilities
3.6%
Ameren
8,870,335
630,770
CenterPoint
Energy
25,436,701
788,029
CMS
Energy (6)
1,949,781
116,070
DTE
Energy
4,089,051
453,926
NiSource
8,798,592
253,487
WEC
Energy
Group
71,977
5,647
2,247,929
Water
Utilities
0.5%
Essential
Utilities
8,745,425
326,467
326,467
Total
Utilities
3,194,880
Total
Miscellaneous
Common
Stocks
3.0%
(11)
1,867,111
Total
Common
Stocks
(Cost
$27,380,875)
39,275,493
CONVERTIBLE
PREFERRED
STOCKS
0.2%
INFORMATION
TECHNOLOGY
0.2%
Software
0.2%
Waymo,
Series
A-2,
Acquisition
Date:
5/8/20,
Cost $183,922 (8)
(9)(10)
2,141,932
132,157
Waymo,
Series
B-2,
Acquisition
Date:
6/11/21,
Cost $16,282 (8)
(9)(10)
177,514
10,988
Waymo,
Series
C-2,
Acquisition
Date:
1/12/24,
Cost $7,879 (8)
(9)(10)
100,753
6,136
Total
Information
Technology
149,281
Total
Convertible
Preferred
Stocks
(Cost
$208,083)
149,281
CORPORATE
BONDS
10.4%
Alliant
Holdings
Intermediate,
4.25%,
10/15/27 (1)
14,479,000
13,538
Alliant
Holdings
Intermediate,
5.875%,
11/1/29 (1)
22,583,000
21,087
Alliant
Holdings
Intermediate,
6.75%,
10/15/27 (1)
74,072,000
72,776
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Alliant
Holdings
Intermediate,
6.75%,
4/15/28 (1)
161,665,000
161,665
Alliant
Holdings
Intermediate,
7.00%,
1/15/31 (1)
162,704,000
163,924
American
Tower,
1.50%,
1/31/28
5,757,000
5,049
AmWINS
Group,
4.875%,
6/30/29 (1)
17,533,000
16,284
AmWINS
Group,
6.375%,
2/15/29 (1)
3,306,000
3,314
AssuredPartners,
7.50%,
2/15/32 (1)
16,346,000
16,346
Avantor
Funding,
3.875%,
11/1/29 (1)
97,022,000
88,048
Avantor
Funding,
4.625%,
7/15/28 (1)
144,182,000
137,153
Ball,
6.00%,
6/15/29
54,691,000
54,759
Becton
Dickinson
&
Company,
3.70%,
6/6/27
20,173,000
19,359
Biogen,
3.15%,
5/1/50
89,636,000
57,158
Biogen,
5.20%,
9/15/45
24,670,000
22,302
Booz
Allen
Hamilton,
3.875%,
9/1/28 (1)
29,808,000
28,131
Booz
Allen
Hamilton,
4.00%,
7/1/29 (1)
21,049,000
19,733
Booz
Allen
Hamilton,
5.95%,
8/4/33
16,082,000
16,605
BroadStreet
Partners,
5.875%,
4/15/29 (1)
60,618,000
56,526
CCO
Holdings,
5.00%,
2/1/28 (1)
256,501,000
239,828
CCO
Holdings,
5.125%,
5/1/27 (1)
325,636,000
312,611
CCO
Holdings,
5.50%,
5/1/26 (1)
17,259,000
17,022
Cedar
Fair,
5.25%,
7/15/29
75,116,000
71,736
Cedar
Fair,
5.375%,
4/15/27
94,686,000
93,621
Cedar
Fair,
6.50%,
10/1/28
64,036,000
64,276
Charles
River
Laboratories
International,
3.75%,
3/15/29 (1)
47,344,000
43,201
Charles
River
Laboratories
International,
4.00%,
3/15/31 (1)
39,731,000
35,361
Charles
River
Laboratories
International,
4.25%,
5/1/28 (1)
39,488,000
37,069
Clarios
Global,
6.25%,
5/15/26 (1)
21,406,000
21,379
Clarios
Global,
6.75%,
5/15/25 (1)
15,500,000
15,500
Clarios
Global,
8.50%,
5/15/27 (1)
76,323,000
76,705
Clarivate
Science
Holdings,
3.875%,
7/1/28 (1)
10,492,000
9,705
Clarivate
Science
Holdings,
4.875%,
7/1/29 (1)
7,487,000
6,935
Crowdstrike
Holdings,
3.00%,
2/15/29
5,727,000
5,154
Delta
Air
Lines,
4.75%,
10/20/28 (1)
64,025,463
62,291
Gartner,
3.625%,
6/15/29 (1)
40,105,000
36,546
Gartner,
3.75%,
10/1/30 (1)
12,896,000
11,526
Gartner,
4.50%,
7/1/28 (1)
22,713,000
21,890
GE
HealthCare
Technologies,
5.65%,
11/15/27
14,651,000
14,824
GFL
Environmental,
4.00%,
8/1/28 (1)
26,366,000
24,520
GFL
Environmental,
4.375%,
8/15/29 (1)
20,402,000
18,719
GFL
Environmental,
4.75%,
6/15/29 (1)
57,590,000
54,279
GFL
Environmental,
6.75%,
1/15/31 (1)
16,236,000
16,581
Heartland
Dental,
10.50%,
4/30/28 (1)
47,694,000
50,556
Hilton
Domestic
Operating,
3.625%,
2/15/32 (1)
80,978,000
70,046
Hilton
Domestic
Operating,
3.75%,
5/1/29 (1)
72,443,000
66,285
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Hilton
Domestic
Operating,
4.00%,
5/1/31 (1)
99,383,000
88,948
Hilton
Domestic
Operating,
4.875%,
1/15/30
64,999,000
62,399
Hilton
Domestic
Operating,
5.375%,
5/1/25 (1)
32,330,000
32,209
Hilton
Domestic
Operating,
5.75%,
5/1/28 (1)
72,743,000
72,289
Hilton
Domestic
Operating,
5.875%,
4/1/29 (1)
39,420,000
39,469
Hilton
Worldwide
Finance,
4.875%,
4/1/27
21,040,000
20,619
Hologic,
3.25%,
2/15/29 (1)
23,485,000
21,019
Howmet
Aerospace,
3.00%,
1/15/29
34,320,000
31,145
Howmet
Aerospace,
5.90%,
2/1/27
25,093,000
25,407
HUB
International,
5.625%,
12/1/29 (1)
34,527,000
32,542
HUB
International,
7.25%,
6/15/30 (1)
590,705,000
602,519
HUB
International,
7.375%,
1/31/32 (1)
326,091,000
329,759
Intercontinental
Exchange,
3.625%,
9/1/28 (1)
10,359,000
9,765
Intercontinental
Exchange,
4.00%,
9/15/27
6,415,000
6,202
IQVIA,
5.00%,
5/15/27 (1)
42,949,000
41,822
IQVIA,
5.70%,
5/15/28
67,573,000
68,249
IQVIA,
6.50%,
5/15/30 (1)
27,385,000
27,693
KFC
Holding,
4.75%,
6/1/27 (1)
138,948,000
135,648
Korn
Ferry,
4.625%,
12/15/27 (1)
32,961,000
31,272
Lamar
Media,
3.625%,
1/15/31
4,633,000
4,048
Lamar
Media,
3.75%,
2/15/28
29,097,000
27,133
Lamar
Media,
4.875%,
1/15/29
5,197,000
4,989
Life
Time,
5.75%,
1/15/26 (1)
51,894,000
51,505
Live
Nation
Entertainment,
4.875%,
11/1/24 (1)
3,632,000
3,609
Marriott
International,
Series R,
3.125%,
6/15/26
4,104,000
3,935
Medline
Borrower,
6.25%,
4/1/29 (1)
32,846,000
33,133
Mileage
Plus
Holdings,
6.50%,
6/20/27 (1)
59,104,095
59,178
Mirant,
EC,
7.90%,
7/15/09 (1)(8)(10)
16,000,000
—
MSCI,
3.25%,
8/15/33 (1)
54,882,000
45,140
MSCI,
3.625%,
9/1/30 (1)
70,887,000
63,621
MSCI,
3.625%,
11/1/31 (1)
57,369,000
50,341
MSCI,
3.875%,
2/15/31 (1)
55,432,000
50,027
MSCI,
4.00%,
11/15/29 (1)
65,473,000
61,299
Panther
Escrow
Issuer,
7.125%,
6/1/31 (1)
79,587,000
80,184
PRA
Health
Sciences,
2.875%,
7/15/26 (1)
16,684,000
15,787
PTC,
4.00%,
2/15/28 (1)
24,748,000
23,263
Ryan
Specialty,
4.375%,
2/1/30 (1)
13,033,000
12,072
SBA
Communications,
3.125%,
2/1/29
106,352,000
94,520
SBA
Communications,
3.875%,
2/15/27
83,217,000
79,264
SBA
Tower
Trust,
6.599%,
1/15/28 (1)
2,575,000
2,635
Sensata
Technologies,
3.75%,
2/15/31 (1)
30,653,000
26,668
Sensata
Technologies,
4.00%,
4/15/29 (1)
39,128,000
35,802
Sensata
Technologies,
4.375%,
2/15/30 (1)
12,291,000
11,262
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Sensata
Technologies,
5.00%,
10/1/25 (1)
23,712,000
23,860
Sensata
Technologies,
5.875%,
9/1/30 (1)
26,938,000
26,197
Sensata
Technologies,
6.625%,
7/15/32 (1)
9,741,000
9,802
Service
Corp.
International,
3.375%,
8/15/30
25,654,000
22,287
Service
Corp.
International,
4.625%,
12/15/27
5,261,000
5,077
Six
Flags
Entertainment,
5.50%,
4/15/27 (1)
115,516,000
114,072
Six
Flags
Theme
Parks,
7.00%,
7/1/25 (1)
2,849,000
2,849
Surgery
Center
Holdings,
7.25%,
4/15/32 (1)
22,999,000
23,229
Teleflex,
4.25%,
6/1/28 (1)
5,404,000
5,073
Teleflex,
4.625%,
11/15/27
37,189,000
35,841
TransDigm,
5.50%,
11/15/27
72,190,000
70,836
TransDigm,
6.375%,
3/1/29 (1)
163,610,000
164,224
TransDigm,
6.625%,
3/1/32 (1)
128,271,000
129,233
TransDigm,
7.125%,
12/1/31 (1)
77,341,000
79,565
U.S.
Airways
PTT,
Series 2012-2,
Class
A,
4.625%,
6/3/25
696,800
686
U.S.
Airways
PTT,
Series 2013-1,
Class
A,
3.95%,
11/15/25
3,807,807
3,703
UKG,
6.875%,
2/1/31 (1)
31,687,000
31,964
USI,
7.50%,
1/15/32 (1)
130,223,000
132,014
Vail
Resorts,
6.50%,
5/15/32 (1)
32,922,000
33,169
VICI
Properties,
3.75%,
2/15/27 (1)
12,197,000
11,602
VICI
Properties,
4.125%,
8/15/30 (1)
14,967,000
13,601
VICI
Properties,
5.75%,
2/1/27 (1)
14,046,000
14,064
VICI
Properties,
5.75%,
4/1/34
36,087,000
35,501
Yum!
Brands,
3.625%,
3/15/31
58,693,000
51,650
Yum!
Brands,
4.625%,
1/31/32
103,118,000
94,611
Yum!
Brands,
4.75%,
1/15/30 (1)
46,985,000
44,694
Yum!
Brands,
5.35%,
11/1/43
73,514,000
70,022
Yum!
Brands,
5.375%,
4/1/32
121,653,000
116,939
Yum!
Brands,
6.875%,
11/15/37
36,551,000
39,566
Total
Corporate
Bonds
(Cost
$6,393,165)
6,396,244
PREFERRED
STOCKS
0.1%
UTILITIES
0.1%
Electric
Utilities
0.1%
CMS
Energy,
5.875%,
10/15/78 (6)
1,322,525
31,899
CMS
Energy,
5.875%,
3/1/79 (6)
654,610
15,848
SCE
Trust
IV,
Series
J,
VR,
5.375% (12)(13)
473,579
11,158
Total
Utilities
58,905
Total
Preferred
Stocks
(Cost
$61,268)
58,905
T.
ROWE
PRICE
Capital
Appreciation
Fund
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
U.S.
GOVERNMENT
AGENCY
OBLIGATIONS
(EXCLUDING
MORTGAGE-BACKED)
10.9%
U.S.
Treasury
Obligations
10.9%
U.S.
Treasury
Notes,
3.875%,
8/15/33
1,108,878,500
1,066,949
U.S.
Treasury
Notes,
4.00%,
2/15/34
2,208,669,000
2,144,480
U.S.
Treasury
Notes,
4.375%,
5/15/34
1,229,891,300
1,230,276
U.S.
Treasury
Notes,
4.50%,
11/15/33
2,246,319,100
2,267,378
6,709,083
Total
U.S.
Government
Agency
Obligations
(Excluding
Mortgage-Backed)
(Cost
$6,682,274)
6,709,083
SHORT-TERM
INVESTMENTS
4.3%
Money
Market
Funds
4.3%
T.
Rowe
Price
Government
Reserve
Fund,
5.38% (6)(14)
2,652,588,237
2,652,588
Total
Short-Term
Investments
(Cost
$2,652,588)
2,652,588
Total
Investments
in
Securities
100.1%
of
Net
Assets
(Cost
$49,925,004)
$
61,801,559
‡
Shares/Par
and
Notional
Amount
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
Security
was
purchased
pursuant
to
Rule
144A
under
the
Securities
Act
of
1933
and
may
be
resold
in
transactions
exempt
from
registration
only
to
qualified
institutional
buyers.
Total
value
of
such
securities
at
period-end
amounts
to
$5,034,255
and
represents
8.2%
of
net
assets.
(2)
Bank
loan
positions
may
involve
multiple
underlying
tranches.
In
those
instances,
the
position
presented
reflects
the
aggregate
of
those
respective
underlying
tranches
and
the
rate
presented
reflects
the
weighted
average
rate
of
the
settled
positions.
(3)
All
or
a
portion
of
this
loan
is
unsettled
as
of
June
30,
2024.
The
interest
rate
for
unsettled
loans
will
be
determined
upon
settlement
after
period
end.
(4)
All
or
a
portion
of
the
position
represents
an
unfunded
commitment;
a
liability
to
fund
the
commitment
has
been
recognized.
The
fund's
total
unfunded
commitment
at
June
30,
2024,
was
$7,108
and
was
valued
at
$7,134
(0.0%
of
net
assets).
(5)
SEC
30-day
yield
(6)
Affiliated
Companies
(7)
All
or
a
portion
of
this
security
is
pledged
to
cover
or
as
collateral
for
written
call
options
at
June
30,
2024.
(8)
Non-income
producing
T.
ROWE
PRICE
Capital
Appreciation
Fund
.
.
.
.
.
.
.
.
.
.
(9)
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
$272,336
and
represents
0.4%
of
net
assets.
(10)
See
Note
2.
Level
3
in
fair
value
hierarchy.
(11)
The
identity
of
certain
securities
has
been
concealed
to
protect
the
fund
while
it
completes
a
purchase
or
selling
program
for
the
securities.
(12)
Perpetual
security
with
no
stated
maturity
date.
(13)
Security
is
a
fix-to-float
security,
which
carries
a
fixed
coupon
until
a
certain
date,
upon
which
it
switches
to
a
floating
rate.
Reference
rate
and
spread
are
provided
if
the
rate
is
currently
floating.
(14)
Seven-day
yield
1M
TSFR
One
month
term
SOFR
(Secured
overnight
financing
rate)
3M
EURIBOR
Three
month
EURIBOR
(Euro
interbank
offered
rate)
3M
TSFR
Three
month
term
SOFR
(Secured
overnight
financing
rate)
ADR
American
Depositary
Receipts
EC
Escrow
CUSIP;
represents
a
beneficial
interest
in
a
residual
pool
of
assets;
the
amount
and
timing
of
future
distributions,
if
any,
is
uncertain;
when
presented,
interest
rate
and
maturity
date
are
those
of
the
original
security.
EUR
Euro
FRN
Floating
Rate
Note
OTC
Over-the-counter
PTT
Pass-Through
Trust
VR
Variable
Rate;
rate
shown
is
effective
rate
at
period-end.
The
rates
for
certain
variable
rate
securities
are
not
based
on
a
published
reference
rate
and
spread
but
are
determined
by
the
issuer
or
agent
and
based
on
current
market
conditions.
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Amounts
in
000s,
except
for
contracts)
OPTIONS
WRITTEN
(0.3)%
OTC
Options
Written (0.3)%
Counterparty
Description
Contracts
Notional
Amount
$
Value
Bank
of
America
Ingersoll
Rand,
Call,
12/20/24
@
$100.00
2,641
23,991
(1,096)
Bank
of
America
Ingersoll
Rand,
Call,
12/20/24
@
$105.00
2,641
23,991
(673)
Bank
of
America
Intercontinental
Exchange,
Call,
1/17/25
@
$140.00
3,355
45,927
(2,483)
Bank
of
America
Intercontinental
Exchange,
Call,
1/17/25
@
$145.00
5,336
73,044
(2,748)
Bank
of
America
Intercontinental
Exchange,
Call,
1/17/25
@
$155.00
1,981
27,118
(550)
Barclays
Bank
Hilton
Worldwide
Holdings,
Call,
1/17/25
@
$220.00
1,651
36,025
(2,749)
Barclays
Bank
Hilton
Worldwide
Holdings,
Call,
1/17/25
@
$230.00
1,651
36,025
(1,849)
Barclays
Bank
Northrop
Grumman,
Call,
1/17/25
@
$490.00
2,587
112,780
(2,484)
Citibank
AbbVie,
Call,
1/17/25
@
$160.00
3,998
68,574
(7,016)
Citibank
AbbVie,
Call,
1/17/25
@
$165.00
3,997
68,556
(5,856)
Citibank
AbbVie,
Call,
1/17/25
@
$175.00
5,094
87,372
(4,432)
Citibank
Intercontinental
Exchange,
Call,
1/17/25
@
$125.00
4,511
61,751
(7,939)
Citibank
Intercontinental
Exchange,
Call,
1/17/25
@
$130.00
4,511
61,751
(6,270)
Citibank
KKR,
Call,
1/17/25
@
$115.00
2,643
27,815
(1,784)
Citibank
KKR,
Call,
1/17/25
@
$120.00
2,643
27,815
(1,454)
Citibank
KKR,
Call,
1/16/26
@
$120.00
991
10,429
(1,298)
Citibank
KKR,
Call,
1/16/26
@
$125.00
991
10,429
(1,150)
Citibank
KKR,
Call,
1/16/26
@
$130.00
991
10,429
(1,041)
Citibank
Roper
Technologies,
Call,
12/20/24
@
$580.00
1,267
71,416
(3,149)
Citibank
Roper
Technologies,
Call,
12/20/24
@
$600.00
1,783
100,501
(2,817)
Citibank
Roper
Technologies,
Call,
12/20/24
@
$620.00
516
29,085
(511)
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Amounts
in
000s,
except
for
contracts)
Counterparty
Description
Contracts
Notional
Amount
$
Value
Citibank
Roper
Technologies,
Call,
12/20/24
@
$640.00
516
29,085
(341)
Citibank
UnitedHealth
Group,
Call,
1/17/25
@
$580.00
2,096
106,741
(3,044)
Citibank
Waste
Connections,
Call,
12/20/24
@
$175.00
1,321
23,165
(1,400)
Citibank
Waste
Connections,
Call,
12/20/24
@
$180.00
1,321
23,165
(1,070)
Goldman
Sachs
Marsh
&
McLennan,
Call,
7/19/24
@
$210.00
1,432
30,175
(594)
Goldman
Sachs
Marsh
&
McLennan,
Call,
7/19/24
@
$220.00
1,432
30,175
(97)
Goldman
Sachs
Marsh
&
McLennan,
Call,
12/20/24
@
$210.00
5,944
125,252
(6,925)
Goldman
Sachs
McKesson,
Call,
1/17/25
@
$600.00
1,061
61,967
(3,920)
Goldman
Sachs
McKesson,
Call,
1/17/25
@
$620.00
1,061
61,967
(2,955)
Goldman
Sachs
McKesson,
Call,
1/17/25
@
$640.00
223
13,024
(458)
Goldman
Sachs
McKesson,
Call,
1/17/25
@
$680.00
222
12,966
(236)
Goldman
Sachs
RTX,
Call,
1/17/25
@
$115.00
2,642
26,523
(388)
Goldman
Sachs
RTX,
Call,
1/17/25
@
$120.00
2,642
26,523
(213)
Goldman
Sachs
Teledyne
Technologies,
Call,
12/20/24
@
$430.00
57
2,211
(54)
Goldman
Sachs
Teledyne
Technologies,
Call,
12/20/24
@
$450.00
57
2,211
(32)
Goldman
Sachs
Visa,
Class
A,
Call,
1/17/25
@
$305.00
1,395
36,614
(478)
Goldman
Sachs
Visa,
Class
A,
Call,
1/17/25
@
$310.00
1,395
36,614
(372)
Goldman
Sachs
Visa,
Class
A,
Call,
1/17/25
@
$315.00
1,396
36,641
(292)
JPMorgan
Chase
AbbVie,
Call,
1/17/25
@
$165.00
3,908
67,030
(5,725)
JPMorgan
Chase
AbbVie,
Call,
1/17/25
@
$170.00
3,908
67,030
(4,533)
JPMorgan
Chase
Apple,
Call,
1/17/25
@
$200.00
3,963
83,469
(9,472)
JPMorgan
Chase
Apple,
Call,
1/17/25
@
$215.00
3,963
83,469
(6,232)
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Amounts
in
000s,
except
for
contracts)
Counterparty
Description
Contracts
Notional
Amount
$
Value
JPMorgan
Chase
Arthur
J
Gallagher,
Call,
11/15/24
@
$250.00
3,234
83,861
(6,306)
JPMorgan
Chase
CME
Group,
Call,
1/17/25
@
$230.00
1,487
29,234
(327)
JPMorgan
Chase
CME
Group,
Call,
1/17/25
@
$240.00
1,487
29,234
(216)
JPMorgan
Chase
Mastercard,
Class
A,
Call,
1/17/25
@
$480.00
868
38,293
(1,213)
JPMorgan
Chase
Mastercard,
Class
A,
Call,
1/17/25
@
$490.00
868
38,293
(948)
JPMorgan
Chase
Mastercard,
Class
A,
Call,
1/17/25
@
$500.00
869
38,337
(732)
JPMorgan
Chase
Thermo
Fisher
Scientific,
Call,
1/17/25
@
$650.00
1,001
55,355
(686)
JPMorgan
Chase
UnitedHealth
Group,
Call,
1/17/25
@
$600.00
2,209
112,495
(2,126)
JPMorgan
Chase
Yum!
Brands,
Call,
1/17/25
@
$145.00
3,276
43,394
(950)
JPMorgan
Chase
Yum!
Brands,
Call,
1/17/25
@
$150.00
7,434
98,471
(1,282)
UBS
Investment
Bank
Danaher,
Call,
1/17/25
@
$300.00
2,316
57,865
(938)
UBS
Investment
Bank
GE
HealthCare
Technologies,
Call,
1/17/25
@
$85.00
991
7,722
(406)
UBS
Investment
Bank
GE
HealthCare
Technologies,
Call,
1/17/25
@
$90.00
991
7,722
(263)
UBS
Investment
Bank
McDonald's,
Call,
1/17/25
@
$320.00
2,214
56,422
(159)
UBS
Investment
Bank
McDonald's,
Call,
1/17/25
@
$325.00
2,214
56,422
(161)
UBS
Investment
Bank
McDonald's,
Call,
1/17/25
@
$330.00
2,214
56,422
(94)
UBS
Investment
Bank
Veralto,
Call,
1/17/25
@
$110.00
1,849
17,652
(453)
UBS
Investment
Bank
Veralto,
Call,
1/17/25
@
$115.00
1,849
17,652
(356)
Wells
Fargo
Bank
Alphabet,
Class
A,
Call,
1/17/25
@
$180.00
3,586
65,319
(6,697)
Wells
Fargo
Bank
Linde,
Call,
1/17/25
@
$440.00
1,053
46,207
(3,027)
Wells
Fargo
Bank
Linde,
Call,
1/17/25
@
$450.00
1,053
46,207
(2,448)
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Amounts
in
000s,
except
for
contracts)
Counterparty
Description
Contracts
Notional
Amount
$
Value
Wells
Fargo
Bank
Linde,
Call,
1/17/25
@
$460.00
2,956
129,712
(5,513)
Wells
Fargo
Bank
Linde,
Call,
1/17/25
@
$470.00
926
40,634
(1,375)
Wells
Fargo
Bank
Linde,
Call,
1/17/25
@
$480.00
2,295
100,707
(2,513)
Wells
Fargo
Bank
Linde,
Call,
1/17/25
@
$485.00
661
29,005
(635)
Wells
Fargo
Bank
Republic
Services,
Call,
7/19/24
@
$170.00
651
12,651
(1,598)
Wells
Fargo
Bank
Republic
Services,
Call,
7/19/24
@
$175.00
651
12,651
(1,273)
Wells
Fargo
Bank
Yum!
Brands,
Call,
1/17/25
@
$140.00
2,885
38,215
(1,342)
Wells
Fargo
Bank
Yum!
Brands,
Call,
1/17/25
@
$145.00
8,096
107,240
(2,348)
Wells
Fargo
Bank
Yum!
Brands,
Call,
1/17/25
@
$150.00
8,096
107,240
(1,397)
Total
Options
Written
(Premiums
$(152,022))
$
(155,962)
T.
ROWE
PRICE
Capital
Appreciation
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
CMS
Energy
$
5
$
2,292
$
1,005
CMS
Energy,
5.875%,
10/15/78
(198)
(752)
1,035
CMS
Energy,
5.875%,
3/1/79
(189)
(481)
626
Revvity
511
(45,089)
1,480
SCE
Trust
IV,
Series
J,
VR,
5.375%
(852)
2,296
421
T.
Rowe
Price
Institutional
Floating
Rate
Fund
–
Institutional
Class,
8.51%
—
(21)
37,410
T.
Rowe
Price
Government
Reserve
Fund,
5.38%
—
—
83,492
Totals
$
(723)#
$
(41,755)
$
125,469+
T.
ROWE
PRICE
Capital
Appreciation
Fund
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
AFFILIATED
COMPANIES
(CONTINUED)
($000s)
Supplementary
Investment
Schedule
Affiliate
Value
12/31/23
Purchase
Cost
Sales
Cost
Value
06/30/24
CMS
Energy
$
—
$
113,850
$
72
$
116,070
CMS
Energy,
5.875%,
10/15/78
40,812
—
8,161
31,899
CMS
Energy,
5.875%,
3/1/79
30,096
—
13,767
15,848
Revvity
1,090,876
162,515
323
1,207,979
SCE
Trust
IV,
Series
J,
VR,
5.375%
21,835
—
12,973
*
T.
Rowe
Price
Institutional
Floating
Rate
Fund
–
Institutional
Class,
8.51%
842,670
37,210
—
879,859
T.
Rowe
Price
Government
Reserve
Fund,
5.38%
3,237,133
¤
¤
2,652,588
Total
$
4,904,243^
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$125,469
of
dividend
income
and
$0
of
interest
income.
*
On
the
date
indicated,
issuer
was
held
but
not
considered
an
affiliated
company.
¤
Purchase
and
sale
information
not
shown
for
cash
management
funds.
^
The
cost
basis
of
investments
in
affiliated
companies
was
$4,959,402.
T.
ROWE
PRICE
Capital
Appreciation
Fund
June
30,
2024
(Unaudited)
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
Assets
Investments
in
securities,
at
value
(cost
$49,925,004)
$
61,801,559
Receivable
for
investment
securities
sold
274,835
Interest
and
dividends
receivable
202,375
Receivable
for
shares
sold
71,780
Foreign
currency
(cost
$21,911)
21,565
Cash
12,512
Other
assets
2,851
Total
assets
62,387,477
Liabilities
Payable
for
investment
securities
purchased
435,332
Options
written
(premiums
$152,022)
155,962
Investment
management
fees
payable
28,095
Payable
for
shares
redeemed
23,446
Due
to
affiliates
751
Payable
to
directors
49
Other
liabilities
10,593
Total
liabilities
654,228
NET
ASSETS
$
61,733,249
T.
ROWE
PRICE
Capital
Appreciation
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)
$
14,944,766
Paid-in
capital
applicable
to
1,700,305,927
shares
of
$0.0001
par
value
capital
stock
outstanding;
4,000,000,000
shares
authorized
46,788,483
NET
ASSETS
$
61,733,249
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$33,729,618;
Shares
outstanding:
928,949,381)
$
36.31
Advisor
Class
(Net
assets:
$787,201;
Shares
outstanding:
22,049,347)
$
35.70
I
Class
(Net
assets:
$27,216,430;
Shares
outstanding:
749,307,199)
$
36.32
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
6
Months
Ended
6/30/24
Investment
Income
(Loss)
Income
Interest
$
569,005
Dividend
(net
of
foreign
taxes
of
$4,440)
333,072
Total
income
902,077
Expenses
Investment
management
172,290
Shareholder
servicing
Investor
Class
$
21,404
Advisor
Class
573
I
Class
1,274
23,251
Rule
12b-1
fees
Advisor
Class
964
Prospectus
and
shareholder
reports
Investor
Class
219
Advisor
Class
3
I
Class
124
346
Registration
831
Custody
and
accounting
524
Directors
98
Legal
and
audit
33
Miscellaneous
128
Waived
/
paid
by
Price
Associates
(
7,085
)
Total
expenses
191,380
Net
investment
income
710,697
T.
ROWE
PRICE
Capital
Appreciation
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
2,179,658
Options
written
54,838
Foreign
currency
transactions
(
19
)
Net
realized
gain
2,234,477
Change
in
net
unrealized
gain
/
loss
Securities
1,161,432
Options
written
(
45,982
)
Other
assets
and
liabilities
denominated
in
foreign
currencies
(
532
)
Change
in
net
unrealized
gain
/
loss
1,114,918
Net
realized
and
unrealized
gain
/
loss
3,349,395
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
4,060,092
T.
ROWE
PRICE
Capital
Appreciation
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
$
710,697
$
1,228,566
Net
realized
gain
2,234,477
1,564,681
Change
in
net
unrealized
gain
/
loss
1,114,918
5,979,174
Increase
in
net
assets
from
operations
4,060,092
8,772,421
Distributions
to
shareholders
Net
earnings
Investor
Class
–
(
1,261,594
)
Advisor
Class
–
(
28,937
)
I
Class
–
(
991,750
)
Decrease
in
net
assets
from
distributions
–
(
2,282,281
)
Capital
share
transactions
*
Shares
sold
Investor
Class
2,937,174
5,601,567
Advisor
Class
54,215
96,015
I
Class
2,812,864
4,316,299
Distributions
reinvested
Investor
Class
–
1,231,465
Advisor
Class
–
28,468
I
Class
–
955,112
Shares
redeemed
Investor
Class
(
3,066,629
)
(
5,000,242
)
Advisor
Class
(
77,399
)
(
111,230
)
I
Class
(
1,453,668
)
(
2,597,015
)
Increase
in
net
assets
from
capital
share
transactions
1,206,557
4,520,439
T.
ROWE
PRICE
Capital
Appreciation
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
during
period
5,266,649
11,010,579
Beginning
of
period
56,466,600
45,456,021
End
of
period
$
61,733,249
$
56,466,600
*Share
information
(000s)
Shares
sold
Investor
Class
83,943
172,383
Advisor
Class
1,577
3,015
I
Class
80,337
132,898
Distributions
reinvested
Investor
Class
–
36,586
Advisor
Class
–
859
I
Class
–
28,384
Shares
redeemed
Investor
Class
(
87,476
)
(
154,453
)
Advisor
Class
(
2,239
)
(
3,497
)
I
Class
(
41,477
)
(
79,952
)
Increase
in
shares
outstanding
34,665
136,223
T.
ROWE
PRICE
Capital
Appreciation
Fund
Unaudited
NOTES
TO
FINANCIAL
STATEMENTS
T.
Rowe
Price
Capital
Appreciation
Fund,
Inc. (the
corporation) is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act).
The
Capital
Appreciation
Fund
(the
fund)
is a
diversified, open-end
management
investment
company
established
by
the
corporation. The
fund
seeks
long-term
capital
appreciation
by
investing
primarily
in
common
stocks.
It
may
also
hold
fixed-income
and
other
securities
to
help
preserve
principal
value.
The
fund
has three classes
of
shares:
the
Capital
Appreciation
Fund
(Investor
Class),
the
Capital
Appreciation
Fund–Advisor
Class
(Advisor
Class)
and
the
Capital
Appreciation
Fund–I
Class
(I
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
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
and
I
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
amortized
for
financial
reporting
purposes. Paydown
gains
and
losses
are
T.
ROWE
PRICE
Capital
Appreciation
Fund
recorded
as
an
adjustment
to
interest
income. 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
$11,327,000 of
net
gain
on
$30,851,000
of
in-kind
redemptions.
T.
ROWE
PRICE
Capital
Appreciation
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
Capital
Appreciation
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.
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.
T.
ROWE
PRICE
Capital
Appreciation
Fund
Investments
in
mutual
funds
are
valued
at
the
mutual
fund’s
closing
NAV
per
share
on
the
day
of
valuation.
Listed
options,
and
OTC
options
with
a
listed
equivalent,
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices
and
exchange-traded
options
on
futures
contracts
are
valued
at
closing
settlement
prices.
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
Capital
Appreciation
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):
NOTE
3
-
DERIVATIVE
INSTRUMENTS
During
the
six
months ended
June
30,
2024,
the
fund
invested
in
derivative
instruments.
As
defined
by
GAAP,
a
derivative
is
a
financial
instrument
whose
value
is
derived
from
an
underlying
security
price,
foreign
exchange
rate,
interest
rate,
index
of
prices
or
rates,
or
other
variable;
it
requires
little
or
no
initial
investment
and
permits
or
requires
net
settlement.
The
fund
invests
in
derivatives
only
if
the
expected
risks
and
rewards
are
consistent
with
its
investment
objectives,
policies,
and
overall
risk
profile,
as
described
in
its
prospectus
and
Statement
of
Additional
Information.
The
fund
may
use
derivatives
for
a
variety
of
purposes
and
may
use
them
to
establish
both
long
and
short
positions
within
the
fund’s
portfolio.
Potential
uses
include
to
hedge
against
declines
in
principal
value,
increase
yield,
invest
in
an
asset
with
greater
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Fixed
Income
Securities
1
$
—
$
12,389,189
$
—
$
12,389,189
Bond
Mutual
Funds
879,859
—
—
879,859
Common
Stocks
39,152,438
—
123,055
39,275,493
Convertible
Preferred
Stocks
—
—
149,281
149,281
Corporate
Bonds
—
6,396,244
—
6,396,244
Preferred
Stocks
58,905
—
—
58,905
Short-Term
Investments
2,652,588
—
—
2,652,588
Total
$
42,743,790
$
18,785,433
$
272,336
$
61,801,559
Liabilities
Options
Written
$
—
$
155,962
$
—
$
155,962
1
Includes
Asset-Backed
Securities,
Bank
Loans
and
U.S.
Government
Agency
Obligations
(Excluding
Mortgage-Backed).
T.
ROWE
PRICE
Capital
Appreciation
Fund
efficiency
and
at
a
lower
cost
than
is
possible
through
direct
investment,
to
enhance
return,
or
to
adjust
credit
exposure.
The
risks
associated
with
the
use
of
derivatives
are
different
from,
and
potentially
much
greater
than,
the
risks
associated
with
investing
directly
in
the
instruments
on
which
the
derivatives
are
based.
The
fund
values
its
derivatives
at
fair
value
and
recognizes
changes
in
fair
value
currently
in
its
results
of
operations.
Accordingly,
the
fund
does
not
follow
hedge
accounting,
even
for
derivatives
employed
as
economic
hedges.
Generally,
the
fund
accounts
for
its
derivatives
on
a
gross
basis.
It
does
not
offset
the
fair
value
of
derivative
liabilities
against
the
fair
value
of
derivative
assets
on
its
financial
statements,
nor
does
it
offset
the
fair
value
of
derivative
instruments
against
the
right
to
reclaim
or
obligation
to
return
collateral.
The
following
table
summarizes
the
fair
value
of
the
fund’s
derivative
instruments
held
as
of
June
30,
2024,
and
the
related
location
on
the
accompanying
Statement
of
Assets
and
Liabilities,
presented
by
primary
underlying
risk
exposure:
Additionally,
the
amount
of
gains
and
losses
on
derivative
instruments
recognized
in
fund
earnings
during
the
six
months ended
June
30,
2024,
and
the
related
location
on
the
accompanying
Statement
of
Operations
is
summarized
in
the
following
table
by
primary
underlying
risk
exposure:
($000s)
Location
on
Statement
of
Assets
and
Liabilities
Fair
Value
Liabilities
Equity
derivatives
Options
Written
$
155,962
Total
$
155,962
($000s)
Location
of
Gain
(Loss)
on
Statement
of
Operations
Options
Written
Realized
Gain
(Loss)
Equity
derivatives
$
54,838
Total
$
54,838
T.
ROWE
PRICE
Capital
Appreciation
Fund
Counterparty
Risk
and
Collateral
The
fund
invests
in
derivatives,
such
as
non-cleared
bilateral
swaps,
forward
currency
exchange
contracts,
and/or
OTC
options,
that
are
transacted
and
settle
directly
with
a
counterparty
(bilateral
derivatives),
and
thereby
may
expose
the
fund
to
counterparty
risk.
To
mitigate
this
risk,
the
fund
has
entered
into
master
netting
arrangements
(MNAs)
with
certain
counterparties
that
permit
net
settlement
under
specified
conditions
and,
for
certain
counterparties,
also
require
the
exchange
of
collateral
to
cover
mark-to-market
exposure.
MNAs
may
be
in
the
form
of
International
Swaps
and
Derivatives
Association
master
agreements
(ISDAs)
or
foreign
exchange
letter
agreements
(FX
letters).
MNAs
govern
the
ability
to
offset
amounts
the
fund
owes
a
counterparty
against
amounts
the
counterparty
owes
the
fund
(net
settlement).
Both
ISDAs
and
FX
letters
generally
allow
termination
of
transactions
and
net
settlement
upon
the
occurrence
of
contractually
specified
events,
such
as
failure
to
pay
or
bankruptcy.
In
addition,
ISDAs
specify
other
events,
the
occurrence
of
which
would
allow
one
of
the
parties
to
terminate.
For
example,
a
downgrade
in
credit
rating
of
a
counterparty
below
a
specified
rating
would
allow
the
fund
to
terminate,
while
a
decline
in
the
fund’s
net
assets
of
more
than
a
specified
percentage
would
allow
the
counterparty
to
terminate.
Upon
termination,
all
transactions
with
that
counterparty
would
be
liquidated
and
a
net
termination
amount
determined.
ISDAs
typically
include
collateral
agreements
whereas
FX
letters
do
not.
Collateral
requirements
are
determined
daily
based
on
the
net
aggregate
unrealized
gain
or
loss
on
all
bilateral
derivatives
with
each
counterparty,
subject
to
minimum
transfer
amounts
that
typically
range
from
$100,000
to
$250,000.
Any
additional
collateral
required
due
to
changes
in
security
values
is
typically
transferred
the
next
business
day.
Collateral may
be
in
the
form
of
cash
or
debt
securities
issued
by
the
U.S.
government
or
related
agencies,
although
other
securities
may
be
used
depending
on
the
terms
outlined
in
the
applicable
MNA.
Cash
posted
by
the
($000s)
Location
of
Gain
(Loss)
on
Statement
of
Operations
Options
Written
Change
in
Unrealized
Gain
(Loss)
Equity
derivatives
$
(45,982)
Total
$
(45,982)
T.
ROWE
PRICE
Capital
Appreciation
Fund
fund
is
reflected
as
cash
deposits
in
the
accompanying
financial
statements
and
generally
is
restricted
from
withdrawal
by
the
fund;
securities
posted
by
the
fund
are
so
noted
in
the
accompanying
Portfolio
of
Investments;
both
remain
in
the
fund’s
assets.
Collateral
pledged
by
counterparties
is
not
included
in
the
fund’s
assets
because
the
fund
does
not
obtain
effective
control
over
those
assets.
For
bilateral
derivatives,
collateral
posted
or
received
by
the
fund
is
held
in
a
segregated
account
at
the
fund’s
custodian.
While
typically
not
sold
in
the
same
manner
as
equity
or
fixed
income
securities,
OTC
and
bilateral
derivatives
may
be
unwound
with
counterparties
or
transactions
assigned
to
other
counterparties
to
allow
the
fund
to
exit
the
transaction.
This
ability
is
subject
to
the
liquidity
of
underlying
positions. As
of
June
30,
2024,
securities
valued
at $181,987,000
had
been
posted
by
the
fund
to
counterparties
for
bilateral
derivatives. As
of
June
30,
2024,
no
collateral
was
pledged
by
counterparties
to
the
fund
for
bilateral
derivatives.
Options
The
fund
is
subject
to equity
price
risk in
the
normal
course
of
pursuing
its
investment
objectives
and
uses
options
to
help
manage
such
risk.
The
fund
may
use
options
to
manage
exposure
to
security
prices,
interest
rates,
foreign
currencies,
and
credit
quality;
as
an
efficient
means
of
adjusting
exposure
to
all
or
a
part
of
a
target
market;
to
enhance
income;
as
a
cash
management
tool;
or
to
adjust
credit
exposure.
The
fund
may
buy
or
sell
options
that
can
be
settled
either
directly
with
the
counterparty
(OTC
option)
or
through
a
central
clearinghouse
(exchange-traded
option).
Options
are
included
in
net
assets
at
fair
value,
options
purchased
are
included
in
Investments
in
Securities,
and
options
written
are
separately
reflected
as
a
liability
on
the
accompanying
Statement
of
Assets
and
Liabilities.
Premiums
on
unexercised,
expired
options
are
recorded
as
realized
gains
or
losses
on
the
accompanying
Statement
of
Operations;
premiums
on
exercised
options
are
recorded
as
an
adjustment
to
the
proceeds
from
the
sale
or
cost
of
the
purchase.
The
difference
between
the
premium
and
the
amount
received
or
paid
in
a
closing
transaction
is
also
treated
as
realized
gain
or
loss
on
the
accompanying
Statement
of
Operations.
In
return
for
a
premium
paid,
call
and
put
options
give
the
holder
the
right,
but
not
the
obligation,
to
purchase
or
sell,
respectively,
a
security
at
a
specified
exercise
price. Risks related
to
the
use
of
options
include
possible
illiquidity
of
the
options
markets;
trading
restrictions
imposed
by
an
exchange
or
counterparty;
possible
failure
of
counterparties
to
meet
the
terms
of
the
agreements;
movements
in
the
underlying
asset
values
and,
for
options
written,
the
potential
for
losses
to
exceed
any
premium
received
by
the
fund.
During
the
T.
ROWE
PRICE
Capital
Appreciation
Fund
six
months ended
June
30,
2024,
the
volume
of
the
fund’s
activity
in
options,
based
on
underlying
notional
amounts,
was
generally
between
4%
and
7%
of
net
assets.
NOTE
4
-
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.
Noninvestment-Grade
Debt
The
fund
invests,
either
directly
or
through
its
investment
in
other
T.
Rowe
Price
funds,
in
noninvestment-grade
debt,
including
“high
yield”
or
“junk”
bonds
or
leveraged
loans.
Noninvestment-grade
debt
issuers
are
more
likely
to
suffer
an
adverse
change
in
financial
condition
that
would
result
in
the
inability
to
meet
a
financial
obligation.
The
noninvestment-
grade
debt
market
may
experience
sudden
and
sharp
price
swings
due
to
a
variety
of
factors
that
may
decrease
the
ability
of
issuers
to
make
principal
and
interest
payments
and
adversely
affect
the
liquidity
or
value,
or
both,
of
such
securities.
Accordingly,
securities
issued
by
such
companies
carry
a
higher
risk
of
default
and
should
be
considered
speculative.
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.
Bank
Loans
The
fund
invests
in
bank
loans,
which
represent
an
interest
in
amounts
owed
by
a
borrower
to
a
syndicate
of
lenders.
Bank
loans
are
generally
noninvestment
grade
and
often
involve
borrowers
whose
financial
condition
is
highly
leveraged.
The
fund
may
invest
in
fixed
and
floating
rate
loans,
which
may
include
senior
floating
rate
loans;
secured
and
unsecured
loans,
second
lien
or
more
junior
loans;
and
bridge
loans
or
bridge
facilities.
Certain
bank
loans
may
be
revolvers
which
are
a
form
of
senior
bank
debt,
where
the
borrower
can
draw
down
the
credit
of
the
revolver
when
it
needs
cash
and
repays
the
credit
when
the
borrower
has
excess
cash.
Certain
loans
may
be
“covenant-lite”
loans,
which
means
the
loans
contain
fewer
maintenance
covenants
than
other
loans
(in
some
cases,
none)
and
do
not
include
terms
T.
ROWE
PRICE
Capital
Appreciation
Fund
which
allow
the
lender
to
monitor
the
performance
of
the
borrower
and
declare
a
default
if
certain
criteria
are
breached.
As
a
result
of
these
risks,
the
fund’s
exposure
to
losses
may
be
increased.
Bank
loans
may
be
in
the
form
of
either
assignments
or
participations.
A
loan
assignment
transfers
all
legal,
beneficial,
and
economic
rights
to
the
buyer,
and
transfer
typically
requires
consent
of
both
the
borrower
and
agent.
In
contrast,
a
loan
participation
generally
entitles
the
buyer
to
receive
the
cash
flows
from
principal,
interest,
and
any
fee
payments
on
a
portion
of
a
loan;
however,
the
seller
continues
to
hold
legal
title
to
that
portion
of
the
loan.
As
a
result,
the
buyer
of
a
loan
participation
generally
has
no
direct
recourse
against
the
borrower
and
is
exposed
to
credit
risk
of
both
the
borrower
and
seller
of
the
participation.
Bank
loans
often
have
extended
settlement
periods,
generally
may
be
repaid
at
any
time
at
the
option
of
the
borrower,
and
may
require
additional
principal
to
be
funded
at
the
borrowers’
discretion
at
a
later
date
(e.g.
unfunded
commitments
and
revolving
debt
instruments).
Until
settlement,
the
fund
maintains
liquid
assets
sufficient
to
settle
its
unfunded
loan
commitments.
The
fund
reflects
both
the
funded
portion
of
a
bank
loan
as
well
as
its
unfunded
commitment
in
the
Portfolio
of
Investments.
However,
if
a
credit
agreement
provides
no
initial
funding
of
a
tranche,
and
funding
of
the
full
commitment
at
a
future
date(s)
is
at
the
borrower’s
discretion
and
considered
uncertain,
a
loan
is
reflected
in
the
Portfolio
of
Investments
only
if,
and
only
to
the
extent
that,
the
fund
has
actually
settled
a
funding
commitment.
Other
Purchases
and
sales
of
portfolio
securities
other
than
in-kind
transactions,
if
any,
short-term and
U.S.
government
securities
aggregated $16,980,298,000 and
$14,845,640,000,
respectively,
for
the
six
months ended
June
30,
2024.
Purchases
and
sales
of
U.S.
government
securities
aggregated
$4,327,377,000 and
$3,724,639,000,
respectively,
for
the
six
months ended
June
30,
2024.
NOTE
5
-
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
T.
ROWE
PRICE
Capital
Appreciation
Fund
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
$50,068,189,000.
Net
unrealized
gain
aggregated
$11,577,138,000
at
period-end,
of
which
$12,543,264,000
related
to
appreciated
investments
and
$966,126,000
related
to
depreciated
investments.
NOTE
6
-
FOREIGN TAXES
The
fund
is
subject
to
foreign
income
taxes
imposed
by
certain
countries
in
which
it
invests.
Additionally,
capital
gains
realized
upon
disposition
of
securities
issued
in
or
by
certain
foreign
countries
are
subject
to
capital
gains
tax
imposed
by
those
countries.
All
taxes
are
computed
in
accordance
with
the
applicable
foreign
tax
law,
and,
to
the
extent
permitted,
capital
losses
are
used
to
offset
capital
gains.
Taxes
attributable
to
income
are
accrued
by
the
fund
as
a
reduction
of
income.
Current
and
deferred
tax
expense
attributable
to
capital
gains
is
reflected
as
a
component
of
realized
or
change
in
unrealized
gain/
loss
on
securities
in
the
accompanying
financial
statements.
To
the
extent
that
the
fund
has
country
specific
capital
loss
carryforwards,
such
carryforwards
are
applied
against
net
unrealized
gains
when
determining
the
deferred
tax
liability.
Any
deferred
tax
liability
incurred
by
the
fund
is
included
in
either
Other
liabilities
or
Deferred
tax
liability
on
the
accompanying
Statement
of
Assets
and
Liabilities.
NOTE
7
-
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
0.30%
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
T.
ROWE
PRICE
Capital
Appreciation
Fund
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%. Effective
April
30,
2019,
Price
Associates
has
contractually
agreed,
at
least
through
February
28,
2027,
to
waive
a
portion
of
its
management
fee
so
that
an
individual
fund
fee
of 0.27%
is
applied
to
the
fund’s
average
daily
net
assets
that
are
equal
to
or
greater
than $27.5 billion.
Thereafter,
this
agreement
will
automatically
renew
for
one-year
terms
unless
terminated
by
the
fund’s
Board.
Any
fees
waived
under
this
agreement
are
not
subject
to
reimbursement
to
Price
Associates
by
the
fund. The
total
management
fees
waived
were $4,737,000
and
allocated
ratably
in
the
amounts
of
$2,615,000
for
the
Investor
Class,
$62,000
for
the
Advisor
Class,
and
$2,060,000
for
the
I
Class,
for
the
six
months
ended
June
30,
2024.
The Investor
Class and Advisor
Class are
each
subject
to
a
contractual
expense
limitation
through
the
expense
limitation
dates
indicated
in
the
table
below.
This
agreement
will
continue
through
the
expense
limitation
date
indicated
in
the
table
below,
and
may
be
renewed,
revised,
or
revoked
only
with
approval
of
the
fund’s
Board.
During
the
limitation
period,
Price
Associates
is required
to
waive
or
pay
any
expenses
(excluding
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
non-recurring,
extraordinary
expenses;
and
acquired
fund
fees
and
expenses)
that
would
otherwise
cause
the
class’s
ratio
of
annualized
total
expenses
to
average
net
assets
(net
expense
ratio)
to
exceed
its
expense
limitation.
Each
class
is
required
to
repay
Price
Associates
for
expenses
previously
waived/paid
to
the
extent
the
class’s
net
assets
grow
or
expenses
decline
sufficiently
to
allow
repayment
without
causing
the
class’s
net
expense
ratio
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
expense
limitation
in
place
at
the
time
such
amounts
were
waived;
or
(2)
the
class’s
current
expense
limitation.
However,
no
repayment
will
be
made
more
than
three
years
after
the
date
of
a
payment
or
waiver.
T.
ROWE
PRICE
Capital
Appreciation
Fund
The
I
Class
is
also
subject
to
an
operating
expense
limitation
(I
Class
Limit)
pursuant
to
which
Price
Associates
is
contractually
required
to
pay
all
operating
expenses
of
the
I
Class,
excluding
management
fees;
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage; non-recurring,
extraordinary expenses; and
acquired
fund
fees
and
expenses, to
the
extent
such
operating
expenses,
on
an
annualized
basis,
exceed
the
I
Class
Limit. This
agreement
will
continue
through
the
expense
limitation
date
indicated
in
the
table
below,
and
may
be
renewed,
revised,
or
revoked
only
with
approval
of
the
fund’s
Board.
The
I
Class
is
required
to
repay
Price
Associates
for
expenses
previously
paid
to
the
extent
the
class’s
net
assets
grow
or
expenses
decline
sufficiently
to
allow
repayment
without
causing
the
class’s
operating
expenses
(after
the
repayment
is
taken
into
account)
to
exceed
the
lesser
of:
(1)
the
I
Class
Limit
in
place
at
the
time
such
amounts
were
paid;
or
(2)
the
current
I
Class
Limit.
However,
no
repayment
will
be
made
more
than
three
years
after
the
date
of
a
payment
or
waiver.
In
addition,
the
fund
has
entered
into
service
agreements
with
Price
Associates
and
two
wholly
owned
subsidiaries
of
Price
Associates,
each
an
affiliate
of
the
fund
(collectively,
Price).
Price
Associates
provides
certain
accounting
and
administrative
services
to
the
fund.
T.
Rowe
Price
Services,
Inc.
provides
shareholder
and
administrative
services
in
its
capacity
as
the
fund’s
transfer
and
dividend-disbursing
agent.
T.
Rowe
Price
Retirement
Plan
Services,
Inc.
provides
subaccounting
and
recordkeeping
services
for
certain
retirement
accounts
invested
in
the
Investor
Class
and
Advisor
Class.
For
the
six
months
ended
June
30,
2024,
expenses
incurred
pursuant
to
these
service
agreements
were
$60,000
for
Price
Associates;
$4,037,000
for
T.
Rowe
Price
Services,
Inc.;
and
$497,000
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.
Investor
Class
Advisor
Class
I
Class
Expense
limitation/I
Class
Limit
0.94%
1.19%
0.05%
Expense
limitation
date
04/30/26
04/30/26
04/30/26
(Waived)/repaid
during
the
period
($000s)
$—
$—
$—
T.
ROWE
PRICE
Capital
Appreciation
Fund
T.
Rowe
Price
Investment
Services,
Inc.
(Investment
Services)
serves
as
distributor
to
the
fund.
Pursuant
to
an
underwriting
agreement,
no
compensation
for
any
distribution
services
provided
is
paid
to
Investment
Services
by
the
fund
(except
for
12b-1
fees
under
a
Board-approved
Rule
12b-1
plan).
The fund
may
invest
its
cash
reserves
in
certain
open-end
management
investment
companies
managed
by
Price
Associates
and
considered
affiliates
of
the
fund:
the
T.
Rowe
Price
Government
Reserve
Fund
or
the
T.
Rowe
Price
Treasury
Reserve
Fund,
organized
as
money
market
funds
(together,
the
Price
Reserve
Funds).
The
Price
Reserve
Funds
are
offered
as
short-term
investment
options
to
mutual
funds,
trusts,
and
other
accounts
managed
by
Price
Associates
or
its
affiliates
and
are
not
available
for
direct
purchase
by
members
of
the
public.
Cash
collateral
from
securities
lending,
if
any,
is
invested
in
the
T.
Rowe
Price
Government
Reserve Fund. The
Price
Reserve
Funds
pay
no
investment
management
fees.
The
fund
may
also
invest
in
certain
other
T.
Rowe
Price
funds
(Price
Funds)
as
a
means
of
gaining
efficient
and
cost-effective
exposure
to
certain
markets.
The
fund
does
not
invest
for
the
purpose
of
exercising
management
or
control;
however,
investments
by
the
fund
may
represent
a
significant
portion
of
an
underlying
Price
Fund’s
net
assets.
Each
underlying
Price
Fund
is
an
open-end
management
investment
company
managed
by
Price
Associates
and
is
considered
an
affiliate
of
the
fund.
To
ensure
that
the
fund
does
not
incur
duplicate
management
fees
(paid
by
the
underlying
Price
Fund(s)
and
the
fund),
Price
Associates
has
agreed
to
permanently
waive
a
portion
of
its
management
fee
charged
to
the
fund
in
an
amount
sufficient
to
fully
offset
that
portion
of
management
fees
paid
by
each
underlying
Price
Fund
related
to
the
fund’s
investment
therein.
Annual
management
fee
rates
and
amounts
waived
related
to
investments
in
the
underlying
Price
Fund(s)
for
the
six
months
ended
June
30,
2024,
are
as
follows:
Total
management
fee
waived
was
allocated
ratably
in
the
amounts
of
$1,297,000,
$30,000
and
$1,021,000 for
the
Investor
Class,
Advisor
Class
and
I
Class,
respectively,
for
the
six
months ended
June
30,
2024.
($000s)
Effective
Management
Fee
Rate
Management
Fee
Waived
T.
Rowe
Price
Institutional
Floating
Rate
Fund
–
Institutional
Class
0.55%
$
2,348
Total
Management
Fee
Waived
$
2,348
T.
ROWE
PRICE
Capital
Appreciation
Fund
As
of
June
30,
2024,
T.
Rowe
Price
Group,
Inc.,
or
its
wholly
owned
subsidiaries,
owned
1,796,762
shares
of
the
Investor
Class,
representing
less
than
1%
of
the
Investor
Class's
net
assets,
and
4,013,201
shares
of
the
I
Class,
representing
less
than
1%
of
the
I
Class's
net
assets.
The fund may
participate
in
securities
purchase
and
sale
transactions
with
other
funds
or
accounts
advised
by
Price
Associates
(cross
trades),
in
accordance
with
procedures
adopted
by the
fund’s
Board
and
Securities
and
Exchange
Commission
rules,
which
require,
among
other
things,
that
such
purchase
and
sale
cross
trades
be
effected
at
the
independent
current
market
price
of
the
security.
During
the
six
months
ended
June
30,
2024,
the
fund
had
no
purchases
or
sales
cross
trades
with
other
funds
or
accounts
advised
by
Price
Associates.
NOTE
8
-
OTHER
MATTERS
Unpredictable environmental,
political,
social
and
economic
events,
including
but
not
limited
to,
environmental
or
natural
disasters,
war
and
conflict
(including
Russia’s
military
invasion
of
Ukraine
and
the
conflict
in
Israel,
Gaza
and
surrounding
areas),
terrorism,
geopolitical
developments
(including
trading
and
tariff
arrangements,
sanctions
and
cybersecurity
attacks),
and
public
health
epidemics
(including
the
global
outbreak
of
COVID-19)
and
similar
public
health
threats,
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
a
fund
invests.
The
extent
and
duration
of
such
events
and
resulting
market
disruptions
cannot
be
predicted.
These
and
other
similar
events
may
cause
instability
across
global
markets,
including
reduced
liquidity
and
disruptions
in
trading
markets,
while
some
events
may
affect
certain
geographic
regions,
countries,
sectors,
and
industries
more
significantly
than
others,
and
exacerbate
other
pre-existing
political,
social,
and
economic
risks.
The
fund’s
performance
could
be
negatively
impacted
if
the
value
of
a
portfolio
holding
were
harmed
by
these
or
such
events.
Management
actively
monitors
the
risks
and
financial
impacts
arising
from
such
events.
T.
ROWE
PRICE
Capital
Appreciation
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
Capital
Appreciation
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
Capital
Appreciation
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
individual
fund
fee
contains
a
breakpoint
that
reduces
the
individual
fund
fee
rate
once
the
fund’s
assets
reach
a
certain
level
and
provides
additional
opportunities
for
sharing
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.
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Capital
Appreciation
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.
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)
and
third
quintile
(Advisor
Class
Expense
Group
and
Expense
Universe),
and
the
fund’s
total
expenses
ranked
in
the
second
quintile
(Investor
Class
Expense
Group
and
Expense
Universe)
and
first
quintile
(Advisor
Class
Expense
Group).
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
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Capital
Appreciation
Fund
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
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.
F72-051
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. |
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 Capital Appreciation 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 | | |
