T. Rowe Price New Horizons Fund I Class (PRJIX) N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-00958

T. Rowe Price New Horizons Fund, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, MD 21202

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

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

Date of fiscal year end: December 31

Date of reporting period: December 31, 2022

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Highlights

and

Market

Commentary

Management’s

Discussion

of

Fund

Performance

Performance

and

Expenses

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

December

31,

2022

Annual

Report

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

PRNHX

New

Horizons

Fund

–

.

PRJIX

New

Horizons

Fund–

.

I  Class

TRUZX

New

Horizons

Fund–

.

Z Class

T.

ROWE

PRICE

New

Horizons

Fund

HIGHLIGHTS

U.S.

small-cap

growth

stocks

fell

sharply

in

2022,

significantly

underperforming

small-cap

value

stocks,

as

rising

interest

rates

and

concerns

about

slowing

economic

growth

created

challenging

headwinds.

The

New

Horizons

Fund

declined

and

underperformed

the

Russell

2000

Growth

Index

for

the

12

months

ended

December

31,

2022.

The

information

technology

sector

weighed

heaviest

on

relative

performance.

The

energy

and

health

care

sectors

also

modestly

detracted

and

more

than

offset

the

positive

contributions

from

the

industrials

and

business

services

and

real

estate

sectors.

We

are

confident

in

the

durable

growth

potential

of

our

portfolio

holdings

and

the

high-caliber

management

teams

at

the

helm

of

some

of

our

highest-conviction

names.

We

continue

to

seek

companies

with

advantaged

positioning

that

can

drive

their

own

success

through

growth,

regardless

of

the

broader

economic

landscape.

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

Certain

mutual

fund

accounts

that

are

assessed

an

annual

account

service

fee

can

also

save

money

by

switching

to

e-delivery.

T.

ROWE

PRICE

New

Horizons

Fund

Market

Commentary

1

Dear

Shareholder

Nearly

all

major

global

stock

and

bond

indexes

fell

sharply

in

2022,

as

investors

contended

with

persistently

high

inflation,

tightening

financial

conditions,

and

slowing

economic

and

corporate

earnings

growth.

Double-digit

losses

were

common

in

equity

markets

around

the

world,

and

bond

investors

also

faced

a

historically

tough

environment

amid

a

sharp

rise

in

interest

rates.

Value

shares

declined

but

outperformed

growth

stocks

by

a

considerable

margin

as

equity

investors

turned

risk

averse

and

as

rising

rates

put

downward

pressure

on

growth

stock

valuations.

Emerging

markets

stocks

generally

underperformed

shares

in

developed

markets.

Meanwhile,

the

U.S.

dollar

strengthened

versus

most

currencies

during

the

period,

which

weighed

on

returns

for

U.S.

investors

in

international

securities.

Within

the

S&P

500

Index,

energy

was

a

rare

bright

spot,

gaining

more

than

60%

as

oil

prices

jumped

in

response

to

Russia’s

invasion

of

Ukraine

and

concerns

over

commodity

supply

shortages.

Defensive

shares,

such

as

utilities,

consumer

staples,

and

health

care,

held

up

relatively

well

and

finished

the

year

with

roughly

flat

returns.

Conversely,

communication

services,

consumer

discretionary,

and

information

technology

shares

suffered

the

largest

declines.

Elevated

inflation

remained

a

leading

concern

for

investors

throughout

the

period,

although

there

were

signs

that

price

increases

were

moderating

by

year-

end.

November’s

consumer

price

index

data

showed

headline

inflation

rising

7.1%

on

a

12-month

basis,

the

lowest

level

since

December

2021

but

still

well

above

the

Federal

Reserve’s

2%

long-term

target.

In

response

to

the

high

inflation

readings,

global

central

banks

tightened

monetary

policy,

and

investors

focused

on

communications

from

central

bank

officials

on

how

high

rates

would

have

to

go.

The

Fed,

which

at

the

end

of

2021

had

forecast

that

it

would

only

need

to

raise

interest

rates

0.75

percentage

point

in

all

of

2022,

raised

its

short-term

lending

benchmark

from

near

zero

in

March

to

a

target

range

of

4.25%

to

4.50%

by

December

and

indicated

that

additional

hikes

are

likely.

Bond

yields

increased

considerably

across

the

U.S.

Treasury

yield

curve

as

the

Fed

tightened

monetary

policy,

with

the

yield

on

the

benchmark

10-year

U.S.

Treasury

note

climbing

from

1.52%

at

the

start

of

the

period

to

3.88%

at

the

end

of

the

year.

Significant

inversions

in

the

yield

curve,

which

are

often

considered

a

warning

sign

of

a

coming

recession,

occurred

during

the

period

as

shorter-maturity

Treasuries

experienced

the

largest

yield

increases.

The

T.

ROWE

PRICE

New

Horizons

Fund

2

sharp

increase

in

yields

led

to

historically

weak

results

across

the

fixed

income

market,

with

the

Bloomberg

U.S.

Aggregate

Bond

Index

delivering

its

worst

year

on

record.

(Bond

prices

and

yields

move

in

opposite

directions.)

As

the

period

came

to

an

end,

the

economic

backdrop

appeared

mixed.

Although

manufacturing

gauges

have

drifted

toward

contraction

levels,

the

U.S.

jobs

market

remained

resilient,

and

corporate

and

household

balance

sheets

appeared

strong.

Meanwhile,

the

housing

market

has

weakened

amid

rising

mortgage

rates.

The

past

year

has

been

a

trying

time

for

investors

as

few

sectors

remained

untouched

by

the

broad

headwinds

that

markets

faced,

and

volatility

may

continue

in

the

near

term

as

central

banks

tighten

policy

amid

slowing

economic

growth.

However,

in

our

view,

there

continue

to

be

opportunities

for

selective

investors

focused

on

fundamentals.

Valuations

in

most

global

equity

markets

have

improved

markedly,

although

U.S.

equities

still

appear

relatively

expensive

by

historical

standards,

while

bond

yields

have

reached

some

of

the

most

attractive

levels

since

the

2008

global

financial

crisis.

We

believe

this

environment

makes

skilled

active

management

a

critical

tool

for

identifying

risks

and

opportunities,

and

our

investment

teams

will

continue

to

use

fundamental

research

to

identify

securities

that

can

add

value

to

your

portfolio

over

the

long

term.

Thank

you

for

your

continued

confidence

in

T.

Rowe

Price.

Sincerely, 

Robert

Sharps

CEO

and

President

T.

ROWE

PRICE

New

Horizons

Fund

Management’s

Discussion

of

Fund

Performance

3

INVESTMENT

OBJECTIVE 

The

fund

seeks

long-term

capital

growth

by

investing

primarily

in

common

stocks

of

small,

rapidly

growing

companies.

FUND

COMMENTARY

How

did

the

fund

perform

in

the

past 12

months?

The

New

Horizons

Fund

returned

-37.00%

for

the

12

months

ended

December

31,

2022.

The

fund

underperformed

the

Russell

2000

Growth

Index

and

lagged

the

return

of

its

peer

group,

the

Lipper

Mid-Cap

Growth

Funds

Index.

(Returns

for

I

and

Z

Class

shares

varied

slightly

due

to

their

different

fee

structures.

Past

performance

cannot

guarantee

future

results

.)

What

factors

influenced

the

fund’s

performance?

Concerns

about

weaker

economic

conditions,

valuations,

and

ongoing

interest

rate

hikes

dampened

the

appeal

of

growth-focused

information

technology

(IT)

stocks.

Even

though

many

sold

off

during

the

period,

the

IT

companies

we

hold

continue

to

display

the

attractive

levels

of

durable

growth

that

we

seek,

and

we

remain

constructive

on

the

long-term

outlook

for

this

sector

overall

despite

recent

market

pressures.

Okta

is

a

provider

of

software

services

for

identity

management

solutions.

Shares

were

pressured

after

Okta

experienced

notable

sales

and

integration

challenges

surrounding

its

acquisition

of

Auth0.

In

our

view,

the

lack

of

synergy

and

the

company’s

decelerating

sales

growth

and

net

retention

rates

changed

our

investment

thesis,

and

we

exited

the

name

in

September.

(Please

refer

to

the

fund’s

portfolio

of

investments

for

a

complete

list

of

our

holdings

and

the

amount

each

represents

in

the

portfolio.)

PERFORMANCE

COMPARISON

Total

Return

Periods

Ended

12/31/22

6

Months

12

Months

New

Horizons

Fund

–

.

1.42‌%

-37.00‌%

New

Horizons

Fund–

.

I  Class

1.50‌

-36.91‌

New

Horizons

Fund–

.

Z  Class

1.85‌

-36.49‌

Russell

2000

Growth

Index

4.38‌

-26.36‌

Russell

2000

Index

3.91‌

-20.44‌

S&P

500

Index

2.31‌

-18.11‌

S&P

MidCap

400

Index

8.05‌

-13.06‌

Lipper

Mid-Cap

Growth

Funds

Index

2.89‌

-29.79‌

T.

ROWE

PRICE

New

Horizons

Fund

4

Atlassian,

a

software

company

with

a

suite

of

popular

application

development

and

programming

tools,

pulled

back

sharply

after

it

reported

earnings

results

in

November

that

were

significantly

below

expectations.

The

harsh

macroenvironment

stalled

growth

in

paid

seats

and

contributed

to

the

company’s

decision

to

cut

its

cloud

growth

guidance

materially

for

fiscal

year

2023.

Investor

concerns

about

weakness

in

e-commerce

and

consumer

spending

also

weighed

on

HubSpot,

which

provides

cloud-based

marketing,

sales,

and

customer

relationship

management

(CRM)

tools

for

small

and

medium-sized

businesses.

We

think

that

both

software

companies

have

strong

management

teams

and

innovative

offerings

that

position

them

well

to

deliver

attractive

long-term

growth.

In

other

sectors,

our

underweight

allocation

to

energy,

the

only

sector

in

the

benchmark

to

post

absolute

gains,

weighed

modestly

on

relative

performance.

Our

underweight

stems

from

the

lack

of

small,

durable

growth

opportunities

in

energy

that

fit

our

investment

criteria.

Unfavorable

stock

selection

in

health

care

names

also

proved

detrimental.

West

Pharmaceutical

Services

provides

contract

manufacturing

for

drug

companies

and

makes

injectable

drug

delivery

systems

and

components.

Shares

fell

during

the

period

as

a

mix

of

reduced

demand

for

COVID-19

vaccines

and

inflationary

headwinds

forced

the

company

to

lower

guidance

and

led

investors

to

reevaluate

the

company’s

growth

prospects.

While

we

remain

constructive

on

the

company’s

superior

product

and

believe

it

can

benefit

from

secular

drug

development

tailwinds

in

the

growing

biologics

end

market,

we

trimmed

our

position

to

reflect

the

change

in

its

growth

outlook.

Turning

to

performance

contributors,

our

sector

overweight

in

industrials

and

business

services

had

a

positive

impact,

as

industrials

held

up

better

than

the

overall

index

during

the

period.

Our

stock

choices,

particularly

in

the

professional

services

industry,

also

aided

relative

returns.

Shares

of

Booz

Allen

Hamilton,

a

provider

of

consulting

and

technology

services

for

the

U.S.

government,

posted

double-digit

gains.

The

company

released

a

series

of

stronger-than-expected

quarterly

earnings

reports

as

an

increasing

focus

on

cybersecurity,

artificial

intelligence,

and

government

digitization

is

driving

healthy

organic

growth.

Additionally,

our

relative

underweights

in

real

estate

and

communication

services,

the

worst-performing

sectors

in

the

index,

contributed

further

to

relative

performance.

T.

ROWE

PRICE

New

Horizons

Fund

5

How

is

the

fund

positioned?

During

this

period

of

market

dislocation,

we

were

active

in

upgrading

the

quality

among

both

our

high-growth

and

durable

growth

holdings

at

compelling

valuations,

seeking

to

ensure

that

we

maintain

focus

on

the

highest-

conviction

names

in

the

portfolio

across

each

sector.

IT

remains

the

largest

sector

allocation

and

largest

overweight

exposure.

During

the

period,

we

added

to

high-conviction

holdings

where

we

believe

the

growth

opportunities

are

attractive,

such

as

Bill.com

Holdings,

which

provides

cloud-based

software

that

simplifies,

digitizes,

and

automates

complex

back-office

financial

operations

for

small

and

mid-

size

businesses;

Ceridian

HCM

Holding,

a

global

human

capital

software

management

company;

and

Entegris,

a

leading

provider

of

semiconductor

chemicals

and

materials

with

dominant

positions

in

attractive

niche

markets

such

as

filtration.

We

also

initiated

positions

in

Globant,

a

leading

provider

of

digital

platform

and

engineering

services,

and

Monolithic

Power

Systems,

a

semiconductor

manufacturer

that

provides

components

necessary

in

electric

vehicles

and

artificial

intelligence

processors.

We

eliminated

names

where

we

had

fundamental

concerns

and

our

conviction

had

waned,

including

Xero,

Coupa

Software,

and

Twilio.

Within

industrials

and

business

services,

we

found

a

number

of

attractive

ideas

in

well-run,

durable

growth

businesses

whose

valuations

were

depressed

relative

to

fundamentals.

We

established

a

new

holding

in

Ingersoll

Rand,

an

industrial

manufacturer

whose

core

business

specializes

in

compressors,

pumps,

and

vacuums.

We

are

constructive

on

the

company’s

potential

to

outperform

industry

peers

in

an

uncertain

economic

environment

given

its

strong

management

team,

energy

efficiency

tailwinds,

and

better

cost

control

execution.

We

also

bought

IDEX,

a

diversified

industrial

with

a

SECTOR

DIVERSIFICATION

Percent

of

Net

Assets

12/31/21

6/30/22

12/31/22

Information

Technology

34.2‌%

36.2‌%

38.0‌%

Industrials

and

Business

Services

23.4‌ 

22.0‌ 

26.2‌ 

Health

Care

25.9‌ 

30.3‌ 

23.3‌ 

Consumer

Discretionary

9.3‌ 

7.0‌ 

7.8‌ 

Financials

2.8‌ 

2.3‌ 

2.4‌ 

Energy

0.1‌ 

0.2‌ 

0.5‌ 

Consumer

Staples

0.2‌ 

0.2‌ 

0.2‌ 

Communication

Services

2.0‌ 

0.1‌ 

0.1‌ 

Materials

0.2‌ 

0.0‌ 

0.0‌ 

Real

Estate

1.3‌ 

0.8‌ 

0.0‌ 

Utilities

0.0‌ 

0.0‌ 

0.0‌ 

Other

and

Reserves

0.6‌ 

0.9‌ 

1.5‌ 

Total

100.0‌%

100.0‌%

100.0‌%

Historical

weightings

reflect

current

industry/sector

classifications.

T.

ROWE

PRICE

New

Horizons

Fund

6

history

of

powerful

strategic

acquisitions

and

an

increasing

role

in

the

fast-

growing

precision

manufacturing

industry.

To

fund

these

higher-conviction

opportunities,

we

reduced

our

exposure

to

commercial

services

companies

by

eliminating

Waste

Connections

and

trimming

Rentokil

Initial.

We

also

moderated

our

position

in

the

professional

services

industry

by

trimming

Booz

Allen

Hamilton

and

commercial

real

estate

data

analytics

firm

CoStar

Group

and

eliminating

consumer

credit

reporting

agency

TransUnion.

Health

care

represents

another

important

investment

area.

Within

the

life

sciences

tools

and

services

industry,

we

trimmed

the

aforementioned

West

Pharmaceutical

Services

and

also

bioanalysis

company

Eurofins

Scientific

but

added

to

Repligen,

which

develops

and

sells

bioprocessing

technologies

and

systems

used

to

make

biological

drugs.

We

favor

Repligen’s

top-tier

management

and

are

constructive

on

the

company’s

differentiated

portfolio

of

products

through

a

combination

of

internal

research

and

development

and

mergers

and

acquisitions

that

target

the

highest-growth

areas

of

bioprocessing

and

that

have

significant

strategic

value.

We

pared

back

our

exposure

to

health

care

technology

by

eliminating

Doximity

and

trimming

Veeva

Systems.

Although

we

continue

to

appreciate

Veeva’s

high-quality,

durable

growth

attributes,

the

company’s

recently

announced

plans

to

undertake

a

re-platforming

of

its

CRM

application

introduces

execution

risk,

and

we

wanted

to

manage

our

position

size

accordingly.

What

is

portfolio

management’s

outlook?

We

continue

to

look

beyond

near-term

expectations

to

identify

companies

capable

of

delivering

multiyear

compounding

returns,

as

the

market

often

misprices

exponential

growth.

Even

though

we

expect

to

see

continued

volatility

in

response

to

the

aggressive

Federal

Reserve

action

to

rein

in

high

inflation,

we

remain

confident

that

the

portfolio

has

a

high

degree

of

resilience

and

fundamental

strength

to

weather

a

softer

economic

environment

and

emerge

stronger

on

the

other

side.

Regardless

of

market

drivers,

we

remain

focused

on

competitively

advantaged

companies

with

idiosyncratic

growth

drivers

that

we

expect

will

compound

to

deliver

compelling

long-term

returns.

While

these

periods

of

market

stress

and

dislocation

can

be

unnerving,

we

remain

active

in

upgrading

the

quality

in

both

our

high-growth

and

durable

growth

holdings,

seeking

to

ensure

that

we

maintain

the

highest-conviction

names

in

the

portfolio

across

each

sector.

Pursuit

of

both

emerging

growth

companies

and

durable

compounders

has

been

the

mission

of

the

New

Horizons

Fund

since

inception,

and

it

remains

a

challenging

but

fruitful

effort.

We

continue

to

leverage

the

insights

of

our

research

platform

to

seek

companies

with

durable

competitive

advantages,

a

high

degree

of

intellectual

property,

excellent

human

capital

practices,

strong

T.

ROWE

PRICE

New

Horizons

Fund

7

business

models

defined

by

high

margins

and

low

capital

intensity,

great

balance

sheets

so

they

can

control

their

own

destiny,

and,

above

all

else,

great

management

teams.

The

value

of

positioning

has

compounding

impacts

beyond

near-term

volatility,

and

our

emphasis

remains

on

identifying

long-

term

winners

that

we

are

comfortable

owning

for

multiple

years.

Growth

stocks

that

have

both

defensive

and

offensive

qualities

to

complement

their

strong

fundamental

stories

are

attractive

to

the

team

for

their

potential

to

compound

over

the

long

term.

By

staying

committed

to

our

process

and

focusing

on

high-

conviction

ideas,

we

feel

well

positioned

to

create

value

for

clients

over

time.

The

views

expressed

reflect

the

opinions

of

T.

Rowe

Price

as

of

the

date

of

this

report

and

are

subject

to

change

based

on

changes

in

market,

economic,

or

other

conditions.

These

views

are

not

intended

to

be

a

forecast

of

future

events

and

are

no

guarantee

of

future

results.

T.

ROWE

PRICE

New

Horizons

Fund

8

RISKS

OF

INVESTING

IN

THE

FUND

PRINCIPAL

RISKS

As

with

any

fund,

there

is

no

guarantee

that

the

fund

will

achieve

its

objective(s).

The

fund’s

share

price

fluctuates,

which

means

you

could

lose

money

by

investing

in

the

fund.

The

principal

risks

of

investing

in

this

fund,

which

may

be

even

greater

during

periods

of

market

disruption

or

volatility,

are

summarized

as

follows:

Market

conditions.

The

value

of

the

fund’s

investments

may

decrease,

sometimes

rapidly

or

unexpectedly,

due

to

factors

affecting

an

issuer

held

by

the

fund,

particular

industries,

or

the

overall

securities

markets.

A

variety

of

factors

can

increase

the

volatility

of

the

fund’s

holdings

and

markets

generally,

including

political

or

regulatory

developments,

recessions,

inflation,

rapid

interest

rate

changes,

war

or

acts

of

terrorism,

natural

disasters,

and

outbreaks

of

infectious

illnesses

or

other

widespread

public

health

issues.

Certain

events

may

cause

instability

across

global

markets,

including

reduced

liquidity

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others.

These

adverse

developments

may

cause

broad

declines

in

market

value

due

to

short-term

market

movements

or

for

significantly

longer

periods

during

more

prolonged

market

downturns.

Small-cap

stocks.

Investments

in

securities

issued

by

small-cap

companies

are

likely

to

be

more

volatile

than

investments

in

securities

issued

by

larger

companies.

Small-cap

companies

often

have

less

experienced

management,

narrower

product

lines,

more

limited

financial

resources,

and

less

publicly

available

information

than

larger

companies.

In

addition,

smaller

companies

are

typically

more

sensitive

to

changes

in

overall

economic

conditions,

and

their

securities

may

be

difficult

to

trade.

Growth

investing.

The

fund’s

growth

approach

to

investing

could

cause

it

to

underperform

other

stock

funds

that

employ

a

different

investment

style.

Growth

stocks

tend

to

be

more

volatile

than

certain

other

types

of

stocks

and

their

prices

may

fluctuate

more

dramatically

than

the

overall

stock

market.

A

stock

with

growth

characteristics

can

have

sharp

price

declines

due

to

decreases

in

current

or

expected

earnings

and

may

lack

dividends

that

can

help

cushion

its

share

price

in

a

declining

market.

T.

ROWE

PRICE

New

Horizons

Fund

9

BENCHMARK

INFORMATION

Note:

Portions

of

the

mutual

fund

information

contained

in

this

report

was

supplied

by

Lipper,

a

Refinitiv

Company,

subject

to

the

following:

Copyright

2023

©

Refinitiv.

All

rights

reserved.

Any

copying,

republication

or

redistribution

of

Lipper

content

is

expressly

prohibited

without

the

prior

written

consent

of

Lipper.

Lipper

shall

not

be

liable

for

any

errors

or

delays

in

the

content,

or

for

any

actions

taken

in

reliance

thereon.

Note:

London

Stock

Exchange

Group

plc

and

its

group

undertakings

(collectively,

the

“LSE

Group”).

©

LSE

Group

2023.

FTSE

Russell

is

a

trading

name

of

certain

of

the

LSE

Group

companies.  “Russell

®

” is/are

a

trademark(s)

of

the

relevant

LSE

Group

companies

and

is/are

used

by

any

other

LSE

Group

company

under

license.

All

rights

in

the

FTSE

Russell

indexes

or

data

vest

in

the

relevant

LSE

Group

company

which

owns

the

index

or

the

data.

Neither

LSE

Group

nor

its

licensors

accept

any

liability

for

any

errors

or

omissions

in

the

indexes

or

data

and

no

party

may

rely

on

any

indexes

or

data

contained

in

this

communication.

No

further

distribution

of

data

from

the

LSE

Group

is

permitted

without

the

relevant

LSE

Group

company’s

express

written

consent.

The

LSE

Group

does

not

promote,

sponsor

or

endorse

the

content

of

this

communication.

The

LSE

Group

is

not

responsible

for

the

formatting

or

configuration

of

this

material

or

for

any

inaccuracy

in

T.

Rowe

Price’s

presentation

thereof.

Note:

The

S&P

500

Index

and

the

S&P

MidCap

400

Index

is

a

product

of

S&P

Dow

Jones

Indices

LLC,

a

division

of

S&P

Global,

or

its

affiliates

(“SPDJI”)

and

has

been

licensed

for

use

by

T.

Rowe

Price.

Standard

&  Poor’s

®

and

S&P

®

 are

registered

trademarks of

Standard

&

Poor’s

Financial

Services

LLC,

a

division

of

S&P

Global (“S&P”);

Dow

Jones

®

is

a

registered

trademark

of

Dow

Jones

Trademark

Holdings

LLC

(“Dow

Jones”);

T.

Rowe

Price

is

not

sponsored,

endorsed,

sold

or

promoted

by

SPDJI,

Dow

Jones,

S&P,

or

their

respective

affiliates,

and

none

of

such

parties

make

any

representation

regarding

the

advisability

of

investing

in

such

product(s)

nor

do

they

have

any

liability

for

any

errors,

omissions,

or

interruptions

of

the

S&P

500

Index

and

the

S&P

MidCap

400

Index.

T.

ROWE

PRICE

New

Horizons

Fund

10

PORTFOLIO

HIGHLIGHTS

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

12/31/22

Paylocity

Holding

3.3‌%

Ceridian

HCM

Holding

3.3‌ 

HubSpot

3.2‌ 

Old

Dominion

Freight

Line

3.1‌ 

Burlington

Stores

3.0‌ 

Bill.com

Holdings

2.8‌

Ingersoll

Rand

2.8‌

Repligen

2.7‌

Booz

Allen

Hamilton

Holding

2.7‌

Teledyne

Technologies

2.7‌

Atlassian

2.6‌

Roper

Technologies

2.4‌

Veeva

Systems

2.4‌

Entegris

2.3‌

Endava

2.3‌

MSCI

2.2‌

SiteOne

Landscape

Supply

2.2‌

IDEX

2.1‌

RBC

Bearings

2.0‌

Descartes

Systems

Group

2.0‌

Saia

2.0‌

Monolithic

Power

Systems

1.9‌

Floor

&

Decor

Holdings

1.9‌

Toro

1.8‌

Globant

1.8‌

Total

61.5‌%

Note:

The

information

shown

does

not

reflect

any

exchange-traded

funds

(ETFs),

cash

reserves,

or

collateral

for

securities

lending

that

may

be

held

in

the

portfolio.

T.

ROWE

PRICE

New

Horizons

Fund

11

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund returns

as

well

as

mutual fund

averages

and

indexes.

NEW

HORIZONS

FUND 

Note:

Performance

for

the I

and

Z Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table. 

T.

ROWE

PRICE

New

Horizons

Fund

12

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

12/31/22

1

Year

5

Years

10

Years

Since

Inception

Inception

Date

New

Horizons

Fund

–

.

-37.00‌%

9.33‌%

13.85‌%

–‌

–

New

Horizons

Fund–

.

I  Class

-36.91‌

9.46‌

–‌

11.58‌%

8/28/15

New

Horizons

Fund–

.

Z  Class

-36.49‌

–‌

–‌

13.48‌

3/16/20

The

fund’s

performance

information

represents

only

past

performance

and

is

not

necessarily

an

indication

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

cited.

Share

price,

principal

value,

and

return

will

vary,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

For

the

most

recent

month-end

performance,

please

visit

our

website

(troweprice.com)

or

contact

a

T.

Rowe

Price

representative

at

1

-

800

-

225

-

5132

or,

for

0.02

I

and

0.03

Z

Class

shares,

1-800-638-8790.

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

had

been

earned

at

a

constant

rate.

Average

annual

total

return

figures

include

changes

in

principal

value,

reinvested

dividends,

and

capital

gain

distributions.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

When

assessing

performance,

investors

should

consider

both

short-

and

long-term

returns.

T.

ROWE

PRICE

New

Horizons

Fund

13

EXPENSE

RATIO

FUND

EXPENSE

EXAMPLE

As

a

mutual

fund

shareholder,

you

may

incur

two

types

of

costs:

(1)

transaction

costs,

such

as

redemption

fees

or

sales

loads,

and

(2)

ongoing

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

fund

expenses.

The

following

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

most

recent

six-month

period

and

held

for

the

entire

period.

Please

note

that

the

fund

has

three

share

classes:

The

original

share

class

(Investor

Class)

charges

no

distribution

and

service

(12b-1)

fee,

I

Class

shares

are

also

available

to

institutionally

oriented

clients

and

impose

no

12b-1

or

administrative

fee

payment,

and

Z

Class

shares

are

offered

only

to

funds

advised

by

T.

Rowe

Price

and

other

advisory

clients

of

T.

Rowe

Price

or

its

affiliates

that

are

subject

to

a

contractual

fee

for

investment

management

services

and

impose

no

12b-1

fee

or

administrative

fee

payment.

Each

share

class

is

presented

separately

in

the

table.

Actual

Expenses

The

first

line

of

the

following

table

(Actual)

provides

information

about

actual

account

values

and

expenses

based

on

the

fund’s

actual

returns.

You

may

use

the

information

on

this

line,

together

with

your

account

balance,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

on

the

first

line

under

the

heading

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

this

period.

Hypothetical

Example

for

Comparison

Purposes

The

information

on

the

second

line

of

the

table

(Hypothetical)

is

based

on

hypothetical

account

values

and

expenses

derived

from

the

fund’s

actual

expense

ratio

and

an

assumed

5%

per

year

rate

of

return

before

expenses

(not

the

fund’s

actual

return).

You

may

compare

the

ongoing

costs

of

investing

in

the

fund

with

other

funds

by

contrasting

this

5%

hypothetical

example

and

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

New

Horizons

Fund

0.75‌%

New

Horizons

Fund–I

Class

0.64‌ 

New

Horizons

Fund–Z

Class

0.64‌ 

The

expense

ratio

shown

is

as

of

the

fund’s

most

recent

prospectus.

This

number

may

vary

from

the

expense

ratio

shown

elsewhere

in

this

report

because

it

is

based

on

a

different

time

period

and,

if

applicable,

includes

acquired

fund

fees

and

expenses

but

does

not

include

fee

or

expense

waivers.

T.

ROWE

PRICE

New

Horizons

Fund

14

Note:

T.

Rowe

Price

charges

an

annual

account

service

fee

of

$20,

generally

for

accounts

with

less

than

$10,000.

The

fee

is

waived

for

any

investor

whose

T.

Rowe

Price

mutual

fund

accounts

total

$50,000

or

more;

accounts

electing

to

receive

electronic

delivery

of

account

statements,

transaction

confirmations,

prospectuses,

and

shareholder

reports;

or

accounts

of

an

investor

who

is

a

T.

Rowe

Price

Personal

Services

or

Enhanced

Personal

Services

client

(enrollment

in

these

programs

generally

requires

T.

Rowe

Price

assets

of

at

least

$250,000).

This

fee

is

not

included

in

the

accompanying

table.

If

you

are

subject

to

the

fee,

keep

it

in

mind

when

you

are

estimating

the

ongoing

expenses

of

investing

in

the

fund

and

when

comparing

the

expenses

of

this

fund

with

other

funds.

You

should

also

be

aware

that

the

expenses

shown

in

the

table

highlight

only

your

ongoing

costs

and

do

not

reflect

any

transaction

costs,

such

as

redemption

fees

or

sales

loads.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

To

the

extent

a

fund

charges

transaction

costs,

however,

the

total

cost

of

owning

that

fund

is

higher.

NEW

HORIZONS

FUND

Beginning

Account

Value

7/1/22

Ending

Account

Value

12/31/22

Expenses

Paid

During

Period*

7/1/22

to

12/31/22

Investor

Class

Actual

$1,000.00

$1,014.20

$3.96

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.27

  3.97

I

Class

Actual

  1,000.00

  1,015.00

  3.35

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.88

  3.36

Z

Class

Actual

  1,000.00

  1,018.50

  0.00

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,025.21

  0.00

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(184),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.78%,

the

2

I Class

was

0.66%,

and

the

3

Z Class

was

0.00%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

New

Horizons

Fund

Financial

Highlights

15

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

76.81‌

$

82.28‌

$

59.37‌

$

48.20‌

$

52.57‌

Investment

activities

Net

investment

loss

(1)(2)

(0.28‌)

(0.48‌)

(0.36‌)

(0.20‌)

(0.14‌)

Net

realized

and

unrealized

gain/

loss

(28.02‌)

8.14‌

34.44‌

18.34‌

2.49‌

Total

from

investment

activities

(28.30‌)

7.66‌

34.08‌

18.14‌

2.35‌

Distributions

Net

realized

gain

(2.18‌)

(13.13‌)

(11.17‌)

(6.97‌)

(6.72‌)

NET

ASSET

VALUE

End

of

period

$

46.33‌

$

76.81‌

$

82.28‌

$

59.37‌

$

48.20‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(37.00‌)%

9.71‌%

57.72‌%

37.71‌%

4.04‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.79‌%

0.75‌%

0.75‌%

0.76‌%

0.77‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.79‌%

0.75‌%

0.75‌%

0.76‌%

0.77‌%

Net

investment

loss

(0.51‌)%

(0.54‌)%

(0.50‌)%

(0.33‌)%

(0.24‌)%

Portfolio

turnover

rate

52.7‌%

42.5‌%

52.2‌%

45.8‌%

39.3‌%

Net

assets,

end

of

period

(in

millions)

$9,636

$24,296

$25,489

$20,474

$16,574

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

New

Horizons

Fund

Financial

Highlights

16

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

77.03‌

$

82.55‌

$

59.52‌

$

48.26‌

$

52.63‌

Investment

activities

Net

investment

loss

(1)(2)

(0.20‌)

(0.39‌)

(0.28‌)

(0.13‌)

(0.07‌)

Net

realized

and

unrealized

gain/

loss

(28.11‌)

8.16‌

34.56‌

18.36‌

2.49‌

Total

from

investment

activities

(28.31‌)

7.77‌

34.28‌

18.23‌

2.42‌

Distributions

Net

realized

gain

(2.18‌)

(13.29‌)

(11.25‌)

(6.97‌)

(6.79‌)

NET

ASSET

VALUE

End

of

period

$

46.54‌

$

77.03‌

$

82.55‌

$

59.52‌

$

48.26‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(36.91‌)%

9.82‌%

57.92‌%

37.85‌%

4.17‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.66‌%

0.64‌%

0.64‌%

0.65‌%

0.65‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.66‌%

0.64‌%

0.64‌%

0.65‌%

0.65‌%

Net

investment

loss

(0.36‌)%

(0.44‌)%

(0.40‌)%

(0.21‌)%

(0.12‌)%

Portfolio

turnover

rate

52.7‌%

42.5‌%

52.2‌%

45.8‌%

39.3‌%

Net

assets,

end

of

period

(in

millions)

$10,763

$11,728

$9,621

$7,349

$5,295

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

New

Horizons

Fund

Financial

Highlights

17

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Z

Class

(1)

..

Year

..

..

Ended

.

3/16/20

(1)

Through

12/31/20

12/31/22

12/31/21

NET

ASSET

VALUE

Beginning

of

period

$

76.88‌

$

82.36‌

$

46.43‌

Investment

activities

Net

investment

income

(2)(3)

0.16‌

0.17‌

0.12‌

Net

realized

and

unrealized

gain/loss

(28.09‌)

8.14‌

47.45‌

Total

from

investment

activities

(27.93‌)

8.31‌

47.57‌

Distributions

Net

realized

gain

(2.18‌)

(13.79‌)

(11.64‌)

NET

ASSET

VALUE

End

of

period

$

46.77‌

$

76.88‌

$

82.36‌

Ratios/Supplemental

Data

Total

return

(3)(4)

(36.49‌)%

10.52‌%

102.89‌%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

0.64‌%

0.64‌%

0.64‌%

(5)

Net

expenses

after

waivers/payments

by

Price

Associates

0.00‌%

0.00‌%

0.00‌%

(5)

Net

investment

income

0.29‌%

0.20‌%

0.20‌%

(5)

Portfolio

turnover

rate

52.7‌%

42.5‌%

52.2‌%

Net

assets,

end

of

period

(in

millions)

$1,905

$3,246

$3,852

0‌%

0‌%

0‌%

(1)

Inception

date

(2)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(3)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(4)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(5)

Annualized

T.

ROWE

PRICE

New

Horizons

Fund

December

31,

2022

18

Portfolio

of

Investments

‡

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

COMMON

STOCKS

91.1%

COMMUNICATION

SERVICES

0.0%

Entertainment

0.0%

Houzz,

Acquisition

Date:

6/3/14,

Cost $6,575  (1)(2)(3)

877,600‌

70‌

OfferUp,

Acquisition

Date:

3/6/15,

Cost $5,042  (1)(2)(3)

1,012,630‌

689‌

Total

Communication

Services

759‌

CONSUMER

DISCRETIONARY

6.8%

Diversified

Consumer

Services

0.0%

Rover

Group,

Acquisition

Date:

8/2/21,

Cost $—  (2)(3)

4,399,933‌

89‌

89‌

Hotels,

Restaurants

&

Leisure

1.4%

Sweetgreen,

Class

A  (2)

6,017,593‌

51,571‌

Wingstop  (4)

1,854,973‌

255,281‌

306,852‌

Internet

&

Direct

Marketing

Retail

0.6%

Framebridge,

EC,

Acquisition

Date:

5/19/20

-

9/15/21,

Cost $2,186  (1)(2)(3)

2,186,159‌

984‌

Xometry,

Class

A  (2)

4,013,651‌

129,360‌

130,344‌

Specialty

Retail

4.8%

Burlington

Stores  (2)(4)

3,300,947‌

669,300‌

Floor

&

Decor

Holdings,

Class

A  (2)(4)

5,922,147‌

412,359‌

1,081,659‌

Total

Consumer

Discretionary

1,518,944‌

ENERGY

0.5%

Oil,

Gas

&

Consumable

Fuels

0.5%

Venture

Global

LNG,

Series

B,

Acquisition

Date:

3/8/18,

Cost $2,981  (1)(2)(3)

987‌

14,603‌

Venture

Global

LNG,

Series

C,

Acquisition

Date:

5/25/17

-

3/8/18,

Cost $25,849  (1)(2)(3)

7,166‌

106,023‌

Total

Energy

120,626‌

FINANCIALS

2.2%

Capital

Markets

2.2%

MSCI 

1,043,286‌

485,305‌

Total

Financials

485,305‌

HEALTH

CARE

20.2%

Biotechnology

12.4%

Abcam

(GBP)  (2)

8,190,530‌

128,085‌

Abcam,

ADR  (2)

586,944‌

9,133‌

ACADIA

Pharmaceuticals  (2)

1,320,917‌

21,029‌

T.

ROWE

PRICE

New

Horizons

Fund

19

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Acerta

Future

Payments,

EC,

Acquisition

Date:

6/30/21,

Cost $18,065  (1)(2)(3)

18,065,044‌

15,843‌

Agios

Pharmaceuticals  (2)

389,375‌

10,934‌

Akero

Therapeutics  (2)

1,150,107‌

63,026‌

Alector  (2)

623,033‌

5,751‌

Allogene

Therapeutics  (2)

2,472,626‌

15,553‌

Alnylam

Pharmaceuticals  (2)

1,470,091‌

349,367‌

Apellis

Pharmaceuticals  (2)

1,032,595‌

53,396‌

Argenx,

ADR  (2)

1,071,000‌

405,727‌

Ascendis

Pharma,

ADR  (2)

1,120,047‌

136,791‌

Avidity

Biosciences  (2)

3,360,465‌

74,569‌

BeiGene,

ADR  (2)

203,600‌

44,780‌

Blueprint

Medicines  (2)

1,690,057‌

74,041‌

C4

Therapeutics  (2)

1,766,471‌

10,422‌

Centessa

Pharmaceuticals,

ADR  (2)

1,012,199‌

3,138‌

Cerevel

Therapeutics

Holdings  (2)

1,743,191‌

54,980‌

CRISPR

Therapeutics  (2)

243,377‌

9,893‌

Day

One

Biopharmaceuticals  (2)

1,091,083‌

23,480‌

Denali

Therapeutics  (2)

1,400,074‌

38,936‌

Dynamics

Special

Purpose,

Acquisition

Date:

12/20/21,

Cost $—  (2)(3)

162,684‌

218‌

Entrada

Therapeutics  (2)

1,784,768‌

24,130‌

EQRx,

Warrants,

12/20/26  (2)

302,672‌

81‌

Exelixis  (2)

1,971,223‌

31,618‌

Exscientia,

ADR  (2)

478,851‌

2,552‌

Fate

Therapeutics  (2)

931,034‌

9,394‌

Flame

Biosciences,

Acquisition

Date:

9/28/20,

Cost $7,914  (1)(2)

(3)

1,208,219‌

5,546‌

Generation

Bio  (2)

3,471,528‌

13,643‌

Gossamer

Bio  (2)

513,857‌

1,115‌

Gyroscope

Therapeutics,

Milestone

Payment

1,

Acquisition

Date:

2/18/22,

Cost $8,140  (1)(2)(3)

8,139,642‌

3,988‌

Gyroscope

Therapeutics,

Milestone

Payment

2,

Acquisition

Date:

2/18/22,

Cost $5,425  (1)(2)(3)

5,424,598‌

1,465‌

Gyroscope

Therapeutics,

Milestone

Payment

3,

Acquisition

Date:

2/18/22,

Cost $5,425  (1)(2)(3)

5,424,598‌

1,410‌

Ideaya

Biosciences  (2)

1,208,493‌

21,958‌

IGM

Biosciences  (2)

1,204,717‌

20,492‌

Immuneering,

Class

A  (2)

1,294,528‌

6,278‌

Incyte  (2)

340,387‌

27,340‌

Insmed  (2)

4,201,663‌

83,949‌

Intellia

Therapeutics  (2)

749,801‌

26,161‌

Ionis

Pharmaceuticals  (2)

1,357,586‌

51,276‌

Iovance

Biotherapeutics  (2)

1,130,230‌

7,222‌

IVERIC

bio  (2)

1,555,390‌

33,301‌

Karuna

Therapeutics  (2)

644,063‌

126,558‌

T.

ROWE

PRICE

New

Horizons

Fund

20

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Keros

Therapeutics  (2)

381,184‌

18,304‌

Kymera

Therapeutics  (2)

2,392,843‌

59,725‌

Lyell

Immunopharma  (2)

1,487,810‌

5,163‌

MeiraGTx

Holdings  (2)

261,886‌

1,708‌

Mirati

Therapeutics  (2)

356,853‌

16,169‌

Monte

Rosa

Therapeutics  (2)

1,687,076‌

12,839‌

Morphic

Holding  (2)

585,648‌

15,666‌

Neurocrine

Biosciences  (2)

370,014‌

44,194‌

Nurix

Therapeutics  (2)

1,751,056‌

19,227‌

Nuvalent,

Class

A  (2)

283,316‌

8,437‌

Prime

Medicine  (2)

401,657‌

7,463‌

Prime

Medicine

Restricted,

Acquisition

Date:

4/19/21,

Cost $10,556  (2)(3)

775,158‌

13,682‌

Progenic

Pharmaceuticals,

CVR  (1)

1,890,800‌

2,176‌

Prometheus

Biosciences  (2)

62,799‌

6,908‌

Prothena  (2)

1,563,231‌

94,185‌

PTC

Therapeutics  (2)

299,071‌

11,416‌

RAPT

Therapeutics  (2)

1,906,994‌

37,759‌

Relay

Therapeutics  (2)

2,240,493‌

33,473‌

Replimune

Group  (2)

2,291,822‌

62,338‌

REVOLUTION

Medicines  (2)

1,365,183‌

32,519‌

Rocket

Pharmaceuticals  (2)

676,495‌

13,239‌

Sage

Therapeutics  (2)

664,615‌

25,348‌

Sana

Biotechnology  (2)

1,707,211‌

6,744‌

Scholar

Rock,

Warrants,

12/31/25,

Acquisition

Date:

6/17/22,

Cost $—  (2)(3)(4)

229,118‌

1,162‌

Scholar

Rock

Holding  (2)(4)

3,298,168‌

29,848‌

Senti

Biosciences  (2)

1,314,719‌

1,854‌

Tenaya

Therapeutics  (2)

2,431,867‌

4,888‌

Ultragenyx

Pharmaceutical  (2)

1,495,273‌

69,276‌

Xencor  (2)

1,188,044‌

30,937‌

Zai

Lab,

ADR  (2)

739,187‌

22,693‌

Zentalis

Pharmaceuticals  (2)

949,750‌

19,128‌

2,777,037‌

Health

Care

Equipment

&

Supplies

0.3%

Novocure (2)

452,470‌

33,189‌

Shockwave

Medical  (2)

114,589‌

23,560‌

56,749‌

Health

Care

Providers

&

Services

0.0%

Capsule,

Acquisition

Date:

4/7/21,

Cost $17,908  (1)(2)(3)

1,235,725‌

3,623‌

3,623‌

Health

Care

Technology

2.4%

Veeva

Systems,

Class

A  (2)

3,250,695‌

524,597‌

524,597‌

T.

ROWE

PRICE

New

Horizons

Fund

21

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Life

Sciences

Tools

&

Services

4.5%

Eurofins

Scientific

(EUR) 

1,525,701‌

109,543‌

Olink

Holding,

ADR  (2)

1,409,996‌

35,786‌

Repligen  (2)(4)

3,554,308‌

601,780‌

Sartorius

Stedim

Biotech

(EUR) 

263,667‌

85,683‌

West

Pharmaceutical

Services 

744,829‌

175,295‌

1,008,087‌

Pharmaceuticals

0.6%

Arvinas (2)

999,859‌

34,205‌

CinCor

Pharma  (2)

510,630‌

6,276‌

DICE

Therapeutics  (2)

1,667,449‌

52,024‌

Longboard

Pharmaceuticals  (2)

766,683‌

2,423‌

Pliant

Therapeutics  (2)

510,581‌

9,870‌

Ventyx

Biosciences  (2)

968,296‌

31,750‌

136,548‌

Total

Health

Care

4,506,641‌

INDUSTRIALS

&

BUSINESS

SERVICES

25.5%

Airlines

0.0%

Wheels

Up

Earnout,

Acquisition

Date:

7/23/21,

Cost $—  (2)(3)

10,493,182‌

5‌

Wheels

Up

Earnout,

Acquisition

Date:

7/23/21,

Cost $—  (2)(3)

10,493,182‌

4‌

Wheels

Up

Earnout,

Acquisition

Date:

7/23/21,

Cost $—  (2)(3)

10,493,182‌

3‌

12‌

Commercial

Services

&

Supplies

0.5%

MSA

Safety 

13,929‌

2,009‌

Rentokil

Initial

(GBP) 

18,228,554‌

111,992‌

114,001‌

Electrical

Equipment

1.3%

Hubbell 

1,249,846‌

293,314‌

293,314‌

Industrial

Conglomerates

2.4%

Roper

Technologies 

1,222,676‌

528,306‌

528,306‌

Machinery

8.8%

Esab 

24,376‌

1,144‌

IDEX 

2,049,152‌

467,883‌

Ingersoll

Rand 

11,985,923‌

626,264‌

RBC

Bearings  (2)(4)

2,172,731‌

454,861‌

Toro 

3,634,301‌

411,403‌

1,961,555‌

Professional

Services

4.2%

Booz

Allen

Hamilton

Holding 

5,736,583‌

599,588‌

T.

ROWE

PRICE

New

Horizons

Fund

22

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Checkr,

Acquisition

Date:

6/29/18

-

12/2/19,

Cost $18,149  (1)(2)

(3)(4)

2,653,566‌

20,432‌

CoStar

Group  (2)

4,000,413‌

309,152‌

929,172‌

Road

&

Rail

6.1%

JB

Hunt

Transport

Services 

1,324,457‌

230,932‌

Old

Dominion

Freight

Line 

2,462,149‌

698,709‌

Saia  (2)(4)

2,069,240‌

433,878‌

1,363,519‌

Trading

Companies

&

Distributors

2.2%

SiteOne

Landscape

Supply  (2)(4)

4,109,320‌

482,105‌

482,105‌

Total

Industrials

&

Business

Services

5,671,984‌

INFORMATION

TECHNOLOGY

35.9%

Electronic

Equipment,

Instruments

&

Components

2.9%

Novanta (2)

425,465‌

57,808‌

Teledyne

Technologies  (2)

1,479,727‌

591,758‌

649,566‌

IT

Services

5.7%

Endava,

ADR  (2)(4)

6,597,229‌

504,688‌

Globant  (2)(4)

2,423,727‌

407,574‌

ServiceTitan,

Acquisition

Date:

11/9/18

-

5/4/21,

Cost $4,778  (1)

(2)(3)

122,485‌

7,693‌

Themis

Solutions,

Acquisition

Date:

4/14/21,

Cost $9,168  (1)(2)(3)

408,330‌

7,276‌

Toast,

Class

A  (2)

19,719,227‌

355,538‌

1,282,769‌

Semiconductors

&

Semiconductor

Equipment

5.1%

Entegris (4)

7,904,936‌

518,485‌

MACOM

Technology

Solutions

Holdings  (2)

2,954,075‌

186,047‌

Monolithic

Power

Systems 

1,207,460‌

426,970‌

1,131,502‌

Software

22.2%

Atlassian,

Class

A  (2)

4,495,107‌

578,430‌

Bill.com

Holdings  (2)

5,765,273‌

628,184‌

Ceridian

HCM

Holding  (2)(4)

11,436,351‌

733,642‌

Databricks,

Acquisition

Date:

7/24/20

-

8/28/20,

Cost $5,376  (1)

(2)(3)

335,808‌

20,149‌

Datadog,

Class

A  (2)

4,590,271‌

337,385‌

Descartes

Systems

Group  (2)(4)

6,484,922‌

451,675‌

Evernote,

Acquisition

Date:

11/20/12,

Cost $2,296  (1)(2)(3)

190,876‌

23‌

Gusto,

Acquisition

Date:

8/18/20

-

11/9/20,

Cost $28,448  (1)(2)(3)

2,129,852‌

40,105‌

HashiCorp,

Class

A  (2)

4,439,349‌

121,372‌

T.

ROWE

PRICE

New

Horizons

Fund

23

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

HubSpot  (2)(4)

2,444,248‌

706,705‌

Monday.com  (2)

965,085‌

117,740‌

Paylocity

Holding  (2)(4)

3,827,207‌

743,473‌

Procore

Technologies  (2)

7,290,461‌

343,964‌

SentinelOne,

Class

A  (2)

8,545,557‌

124,680‌

Socure,

Acquisition

Date:

12/22/21,

Cost $2,205  (1)(2)(3)

137,206‌

1,026‌

Tanium,

Class

B,

Acquisition

Date:

9/24/20,

Cost $7,493  (1)(2)(3)

657,558‌

2,900‌

4,951,453‌

Total

Information

Technology

8,015,290‌

MATERIALS

0.0%

Chemicals

0.0%

Ginkgo

Bioworks,

Acquisition

Date:

9/17/21,

Cost $—  (2)(3)

217,921‌

115‌

Ginkgo

Bioworks,

Acquisition

Date:

9/17/21,

Cost $—  (2)(3)

217,921‌

104‌

Ginkgo

Bioworks,

Acquisition

Date:

9/17/21,

Cost $—  (2)(3)

217,921‌

95‌

Total

Materials

314‌

Total

Common

Stocks

(Cost

$16,346,919)

20,319,863‌

CONVERTIBLE

BONDS

0.0%

Jetclosing,

4.00%,

9/14/23,

Acquisition

Date:

3/14/22,

Cost $2,500  (1)(3)(4)

2,500,000‌

1,162‌

Total

Convertible

Bonds

(Cost

$2,500)

1,162‌

CONVERTIBLE

PREFERRED

STOCKS

6.5%

COMMUNICATION

SERVICES

0.0%

Entertainment

0.0%

Houzz,

Series

D,

Acquisition

Date:

6/3/14,

Cost $19,726  (1)(2)(3)

2,632,810‌

1,632‌

OfferUp,

Series

A-2,

Acquisition

Date:

3/6/15,

Cost $6,850  (1)(2)

(3)

1,375,830‌

935‌

OfferUp,

Series

C,

Acquisition

Date:

3/6/15,

Cost $11,641  (1)(2)(3)

2,337,940‌

2,151‌

OfferUp,

Series

C-1,

Acquisition

Date:

8/26/16,

Cost $4,573  (1)(2)

(3)

682,712‌

676‌

OfferUp,

Series

F,

Acquisition

Date:

7/1/20,

Cost $2,026  (1)(2)(3)

884,802‌

602‌

5,996‌

Media

0.0%

DTX,

Series

A-1,

Acquisition

Date:

2/4/22,

Cost $8,815  (1)(2)(3)

4,844,924‌

8,815‌

8,815‌

Total

Communication

Services

14,811‌

T.

ROWE

PRICE

New

Horizons

Fund

24

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

CONSUMER

DISCRETIONARY

1.0%

Hotels,

Restaurants

&

Leisure

0.2%

Cava

Group,

Series

E,

Acquisition

Date:

3/26/21,

Cost $13,294  (1)

(2)(3)

353,270‌

11,312‌

Cava

Group,

Series

F,

Acquisition

Date:

3/26/21,

Cost $42,096  (1)

(2)(3)

1,118,688‌

35,820‌

47,132‌

Internet

&

Direct

Marketing

Retail

0.8%

Evolve

Vacation

Rental

Network,

Series

4,

Acquisition

Date:

8/15/14,

Cost $906  (1)(2)(3)(4)

718,332‌

13,900‌

Evolve

Vacation

Rental

Network,

Series

5,

Acquisition

Date:

11/6/15,

Cost $4,220  (1)(2)(3)(4)

1,727,442‌

33,426‌

Evolve

Vacation

Rental

Network,

Series

6,

Acquisition

Date:

1/18/17,

Cost $8,679  (1)(2)(3)(4)

2,218,727‌

42,932‌

Evolve

Vacation

Rental

Network,

Series

7,

Acquisition

Date:

1/10/18,

Cost $3,151  (1)(2)(3)(4)

433,698‌

8,392‌

Evolve

Vacation

Rental

Network,

Series

8,

Acquisition

Date:

3/29/18

-

6/15/18,

Cost $17,862  (1)(2)(3)(4)

2,098,881‌

40,613‌

Evolve

Vacation

Rental

Network,

Series

9,

Acquisition

Date:

5/29/20,

Cost $4,323  (1)(2)(3)(4)

745,950‌

14,434‌

Minted,

Series

E,

Acquisition

Date:

10/30/18,

Cost $23,655  (1)(2)

(3)(4)

1,756,494‌

23,801‌

177,498‌

Total

Consumer

Discretionary

224,630‌

CONSUMER

STAPLES

0.2%

Food

Products

0.2%

Farmers

Business

Network,

Series

D,

Acquisition

Date:

11/3/17,

Cost $9,028  (1)(2)(3)

488,972‌

24,463‌

Farmers

Business

Network,

Series

F,

Acquisition

Date:

7/31/20,

Cost $10,408  (1)(2)(3)

314,865‌

15,753‌

Total

Consumer

Staples

40,216‌

FINANCIALS

0.3%

Capital

Markets

0.2%

Trumid

Holdings,

Series

J-A,

Acquisition

Date:

7/31/20,

Cost $11,909  (1)(2)(3)(5)

24,002‌

16,379‌

Trumid

Holdings,

Series

J-B,

Acquisition

Date:

7/31/20,

Cost $7,186  (1)(2)(3)(5)

24,002‌

16,379‌

Trumid

Holdings,

Series

L,

Acquisition

Date:

9/15/21,

Cost $3,703  (1)(2)(3)(5)

4,229‌

2,886‌

35,644‌

Insurance

0.1%

Go

Maps,

Series

B,

Acquisition

Date:

12/15/17,

Cost $9,940  (1)

(2)(3)(4)

936,022‌

9,344‌

T.

ROWE

PRICE

New

Horizons

Fund

25

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Go

Maps,

Series

B-1,

Acquisition

Date:

5/15/19

-

7/29/20,

Cost $2,147  (1)(2)(3)(4)

167,743‌

1,675‌

Go

Maps,

Series

B-3,

Acquisition

Date:

11/21/22,

Cost $4,837  (1)

(2)(3)(4)

605,644‌

6,046‌

Jetclosing,

Series

A,

Acquisition

Date:

5/25/18,

Cost $8,916  (1)(2)

(3)(4)

4,570,635‌

—‌

Jetclosing,

Series

B-1,

Acquisition

Date:

7/13/20

-

2/25/21,

Cost $8,764  (1)(2)(3)(4)

6,554,775‌

—‌

Jetclosing,

Series

B-2,

Acquisition

Date:

2/6/20,

Cost $1,328  (1)

(2)(3)(4)

1,168,452‌

—‌

17,065‌

Total

Financials

52,709‌

HEALTH

CARE

2.1%

Biotechnology

1.3%

Caris

Life

Sciences,

Series

C,

Acquisition

Date:

8/14/20,

Cost $15,671  (1)(2)(3)

5,677,732‌

37,359‌

Caris

Life

Sciences,

Series

D,

Acquisition

Date:

5/11/21,

Cost $27,023  (1)(2)(3)

3,336,170‌

21,952‌

Eikon

Therapeutics,

Series

B,

Acquisition

Date:

12/3/21,

Cost $26,128  (1)(2)(3)

1,477,112‌

26,128‌

Genesis

Therapeutics,

Series

A,

Acquisition

Date:

11/24/20,

Cost $6,008  (1)(2)(3)(4)

1,176,193‌

6,008‌

Genesis

Therapeutics,

Series

A-2,

Acquisition

Date:

11/24/20,

Cost $391  (1)(2)(3)(4)

76,477‌

391‌

Insitro,

Series

B,

Acquisition

Date:

5/21/20,

Cost $7,412  (1)(2)(3)

1,189,622‌

21,759‌

Insitro,

Series

C,

Acquisition

Date:

4/7/21,

Cost $15,759  (1)(2)(3)

861,590‌

15,759‌

Ring

Therapeutics,

Series

B,

Acquisition

Date:

4/12/21,

Cost $13,087  (1)(2)(3)

1,422,490‌

13,087‌

Tempus

Labs,

Series

D,

Acquisition

Date:

3/16/18,

Cost $8,531  (1)

(2)(3)

910,093‌

53,586‌

Tempus

Labs,

Series

E,

Acquisition

Date:

8/23/18,

Cost $11,140  (1)(2)(3)

665,388‌

40,216‌

Tempus

Labs,

Series

F,

Acquisition

Date:

4/30/19,

Cost $4,400  (1)

(2)(3)

177,721‌

10,884‌

Tempus

Labs,

Series

G,

Acquisition

Date:

2/6/20,

Cost $4,335  (1)

(2)(3)

113,018‌

7,005‌

Tempus

Labs,

Series

G-2,

Acquisition

Date:

11/19/20,

Cost $6,602  (1)(2)(3)

115,207‌

6,476‌

Tessera

Therapeutics,

Series

C,

Acquisition

Date:

2/25/22,

Cost $9,702  (1)(2)(3)

474,429‌

9,702‌

Treeline

Biosciences,

Series

A,

Acquisition

Date:

4/9/21

-

9/26/22,

Cost $22,682  (1)(2)(3)

2,897,679‌

22,682‌

292,994‌

T.

ROWE

PRICE

New

Horizons

Fund

26

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Health

Care

Equipment

&

Supplies

0.1%

Kardium,

Series

D-5,

Acquisition

Date:

11/29/18,

Cost $8,865  (1)

(2)(3)(4)

9,149,620‌

9,294‌

Kardium,

Series

D-6,

Acquisition

Date:

1/8/21,

Cost $18,745  (1)

(2)(3)(4)

18,452,429‌

18,745‌

28,039‌

Health

Care

Providers

&

Services

0.2%

Babyco,

Class

A,

Acquisition

Date:

11/3/17,

Cost $9,057  (1)(2)(3)

(4)(5)

2,611,790‌

—‌

Color

Health,

Series

D,

Acquisition

Date:

12/17/20,

Cost $11,006  (1)(2)(3)

292,304‌

11,956‌

Color

Health,

Series

D-1,

Acquisition

Date:

1/13/20

-

12/23/20,

Cost $12,813  (1)(2)(3)

600,689‌

24,568‌

Color

Health,

Series

E,

Acquisition

Date:

10/26/21,

Cost $4,422  (1)

(2)(3)

44,229‌

1,809‌

38,333‌

Life

Sciences

Tools

&

Services

0.5%

Inscripta,

Series

E,

Acquisition

Date:

3/30/21,

Cost $18,372  (1)(2)

(3)

2,080,677‌

11,610‌

National

Resilience,

Series

B,

Acquisition

Date:

10/23/20,

Cost $24,828  (1)(2)(3)

1,817,581‌

110,382‌

121,992‌

Total

Health

Care

481,358‌

INDUSTRIALS

&

BUSINESS

SERVICES

0.8%

Aerospace

&

Defense

0.1%

ABL

Space

Systems,

Series

B,

Acquisition

Date:

3/24/21,

Cost $18,589  (1)(2)(3)

412,771‌

17,303‌

17,303‌

Air

Freight

&

Logistics

0.2%

FLEXE,

Series

C,

Acquisition

Date:

11/18/20,

Cost $17,689  (1)(2)

(3)

1,453,824‌

29,650‌

FLEXE,

Series

D,

Acquisition

Date:

4/7/22,

Cost $9,169  (1)(2)(3)

449,562‌

9,169‌

38,819‌

Professional

Services

0.4%

Checkr,

Series

C,

Acquisition

Date:

4/10/18,

Cost $25,265  (1)(2)

(3)(4)

5,552,310‌

42,753‌

Checkr,

Series

D,

Acquisition

Date:

9/6/19,

Cost $45,551  (1)(2)(3)

(4)

4,517,982‌

34,788‌

77,541‌

Road

&

Rail

0.1%

Convoy,

Series

C,

Acquisition

Date:

9/14/18,

Cost $21,158  (1)(2)

(3)

2,979,808‌

15,435‌

T.

ROWE

PRICE

New

Horizons

Fund

27

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Convoy,

Series

D,

Acquisition

Date:

10/30/19,

Cost $26,263  (1)(2)

(3)

1,939,655‌

10,048‌

Convoy,

Series

E,

Acquisition

Date:

9/30/21,

Cost $10,692  (1)(2)

(3)

648,097‌

3,357‌

28,840‌

Total

Industrials

&

Business

Services

162,503‌

INFORMATION

TECHNOLOGY

2.1%

IT

Services

0.5%

Haul

Hub,

Series

B,

Acquisition

Date:

2/14/20

-

3/3/21,

Cost $13,003  (1)(2)(3)(4)

891,864‌

16,830‌

Haul

Hub,

Series

C,

Acquisition

Date:

4/14/22,

Cost $5,451  (1)(2)

(3)(4)

288,891‌

5,451‌

ServiceTitan,

Series

A-1,

Acquisition

Date:

11/9/18,

Cost $55  (1)

(2)(3)

2,099‌

132‌

ServiceTitan,

Series

D,

Acquisition

Date:

11/9/18,

Cost $27,048  (1)(2)(3)

1,028,634‌

64,609‌

ServiceTitan,

Series

E,

Acquisition

Date:

4/23/20,

Cost $1,606  (1)

(2)(3)

47,506‌

2,984‌

ServiceTitan,

Series

F,

Acquisition

Date:

3/25/21,

Cost $3,169  (1)

(2)(3)

29,532‌

1,855‌

ServiceTitan,

Series

G,

Acquisition

Date:

6/28/21,

Cost $1,631  (1)

(2)(3)

13,714‌

861‌

Themis

Solutions,

Series

AA,

Acquisition

Date:

4/14/21,

Cost $2,064  (1)(2)(3)

91,920‌

1,638‌

Themis

Solutions,

Series

AB,

Acquisition

Date:

4/14/21,

Cost $205  (1)(2)(3)

9,150‌

163‌

Themis

Solutions,

Series

B,

Acquisition

Date:

4/14/21,

Cost $224  (1)(2)(3)

9,990‌

178‌

Themis

Solutions,

Series

E,

Acquisition

Date:

4/14/21,

Cost $26,118  (1)(2)(3)

1,163,260‌

20,729‌

115,430‌

Software

1.6%

Databricks,

Series

F,

Acquisition

Date:

10/22/19,

Cost $25,522  (1)

(2)(3)

1,782,729‌

106,964‌

Databricks,

Series

G,

Acquisition

Date:

2/1/21,

Cost $12,785  (1)

(2)(3)

216,243‌

12,975‌

Evernote,

Series

1,

Acquisition

Date:

11/20/12,

Cost $4,591  (1)(2)

(3)

381,752‌

408‌

Evernote,

Series

4,

Acquisition

Date:

5/2/12

-

11/20/12,

Cost $14,562  (1)(2)(3)

1,210,758‌

14,565‌

Evernote,

Series

5,

Acquisition

Date:

11/8/13,

Cost $2,274  (1)(2)

(3)

174,948‌

2,274‌

Gusto,

Series

B,

Acquisition

Date:

8/18/20,

Cost $6,279  (1)(2)(3)

464,700‌

8,750‌

Gusto,

Series

B-2,

Acquisition

Date:

8/18/20,

Cost $11,722  (1)(2)

(3)

867,510‌

16,335‌

T.

ROWE

PRICE

New

Horizons

Fund

28

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Gusto,

Series

C,

Acquisition

Date:

7/16/18,

Cost $20,951  (1)(2)(3)

2,755,737‌

51,891‌

Gusto,

Series

D,

Acquisition

Date:

7/16/19,

Cost $29,246  (1)(2)(3)

2,196,921‌

41,368‌

Lookout,

Series

F,

Acquisition

Date:

3/21/14

-

8/8/14,

Cost $31,937  (1)(2)(3)

2,795,838‌

6,710‌

SecurityScorecard,

Series

E,

Acquisition

Date:

3/5/21,

Cost $18,207  (1)(2)(3)(4)

3,604,617‌

17,591‌

Seismic

Software,

Series

E,

Acquisition

Date:

12/13/18,

Cost $18,216  (1)(2)(3)

2,889,530‌

29,907‌

Seismic

Software,

Series

F,

Acquisition

Date:

9/25/20,

Cost $2,446  (1)(2)(3)

278,205‌

2,879‌

Socure,

Series

A,

Acquisition

Date:

12/22/21,

Cost $2,679  (1)(2)

(3)

166,753‌

1,247‌

Socure,

Series

A-1,

Acquisition

Date:

12/22/21,

Cost $2,199  (1)

(2)(3)

136,862‌

1,024‌

Socure,

Series

B,

Acquisition

Date:

12/22/21,

Cost $40  (1)(2)(3)

2,476‌

19‌

Socure,

Series

E,

Acquisition

Date:

10/27/21,

Cost $5,097  (1)(2)(3)

317,219‌

2,373‌

Tanium,

Series

G,

Acquisition

Date:

8/26/15,

Cost $31,923  (1)(2)

(3)

6,430,431‌

28,358‌

345,638‌

Total

Information

Technology

461,068‌

Total

Convertible

Preferred

Stocks

(Cost

$1,032,594)

1,437,295‌

PREFERRED

STOCKS

0.9%

HEALTH

CARE

0.9%

Life

Sciences

Tools

&

Services

0.9%

Sartorius

(EUR) 

517,649‌

204,407‌

Total

Health

Care

204,407‌

Total

Preferred

Stocks

(Cost

$74,932)

204,407‌

SHORT-TERM

INVESTMENTS

1.8%

Money

Market

Funds

1.8%

T.

Rowe

Price

Government

Reserve

Fund,

4.30%  (4)(6)

399,266,012‌

399,266‌

Total

Short-Term

Investments

(Cost

$399,266)

399,266‌

Total

Investments

in

Securities

100.3%

of

Net

Assets

(Cost

$17,856,211)

$

22,361,993‌

‡

Shares/Par

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

See

Note

2.

Level

3

in

fair

value

hierarchy.

(2)

Non-income

producing

T.

ROWE

PRICE

New

Horizons

Fund

29

.

.

.

.

.

.

.

.

.

.

(3)

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

$1,707,782

and

represents

7.7%

of

net

assets.

(4)

Affiliated

Companies

(5)

Investment

in

a

partnership

held

indirectly

through

a

limited

liability

company

that

is

owned

by

the

fund

and

treated

as

a

corporation

for

U.S.

tax

purposes.

(6)

Seven-day

yield

ADR

American

Depositary

Receipts

CVR

Contingent

Value

Rights

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

GBP

British

Pound

T.

ROWE

PRICE

New

Horizons

Fund

30

AFFILIATED

COMPANIES

($000s)

The

fund

may

invest

in

certain

securities

that

are

considered

affiliated

companies.

As

defined

by

the

1940

Act,

an

affiliated

company

is

one

in

which

the

fund

owns

5%

or

more

of

the

outstanding

voting

securities,

or

a

company

that

is

under

common

ownership

or

control.

The

following

securities

were

considered

affiliated

companies

for

all

or

some

portion

of

the

year

ended

December

31,

2022.

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

Abcam 

$

(6,419‌)

$

(87,073‌)

$

—‌

Avidity

Biosciences 

(14‌)

(3,564‌)

—‌

Babyco,

Class

A 

—‌

—‌

—‌

Booz

Allen

Hamilton

Holding 

99,610‌

51,762‌

28,757‌

Burlington

Stores 

1,136‌

(56,909‌)

—‌

Ceridian

HCM

Holding 

1,153‌

(225,094‌)

—‌

Checkr 

—‌

(27,332‌)

—‌

Checkr,

Series

C 

—‌

(57,188‌)

—‌

Checkr,

Series

D 

—‌

(46,536‌)

—‌

Descartes

Systems

Group 

929‌

(51,652‌)

—‌

Dynamics

Special

Purpose 

—‌

(1,226‌)

—‌

Endava,

ADR 

1,243‌

(391,380‌)

—‌

Entegris 

4,649‌

(348,318‌)

1,752‌

Evolve

Vacation

Rental

Network,

Series

4 

—‌

(14‌)

—‌

Evolve

Vacation

Rental

Network,

Series

5 

—‌

(34‌)

—‌

Evolve

Vacation

Rental

Network,

Series

6 

—‌

(45‌)

—‌

Evolve

Vacation

Rental

Network,

Series

7 

—‌

(9‌)

—‌

Evolve

Vacation

Rental

Network,

Series

8 

—‌

(42‌)

—‌

Evolve

Vacation

Rental

Network,

Series

9 

—‌

(15‌)

—‌

Floor

&

Decor

Holdings,

Class

A 

108‌

(51,715‌)

—‌

Genesis

Therapeutics,

Series

A 

—‌

—‌

—‌

Genesis

Therapeutics,

Series

A-2 

—‌

—‌

—‌

Globant 

27‌

(114,504‌)

—‌

Go

Maps,

Series

B 

—‌

(35‌)

—‌

Go

Maps,

Series

B-1 

—‌

(6‌)

—‌

Go

Maps,

Series

B-3  ^^

—‌

1,624‌

—‌

Haul

Hub,

Series

B 

—‌

3,827‌

—‌

Haul

Hub,

Series

C 

—‌

—‌

—‌

HubSpot 

(233,372‌)

(533,900‌)

—‌

Jetclosing,

4.00%,

9/14/23 

—‌

(1,338‌)

80‌

Jetclosing,

Series

A 

—‌

(3,017‌)

—‌

Jetclosing,

Series

B-1 

—‌

(3,867‌)

—‌

Jetclosing,

Series

B-2 

—‌

(689‌)

—‌

Kardium,

Series

D-5 

—‌

—‌

—‌

T.

ROWE

PRICE

New

Horizons

Fund

31

AFFILIATED

COMPANIES

(CONTINUED)

($000s)

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

Kardium,

Series

D-6 

$

—‌

$

—‌

$

—‌

Longboard

Pharmaceuticals 

(2,172‌)

790‌

—‌

Minted,

Series

E 

—‌

(2,213‌)

—‌

Paylocity

Holding 

70,128‌

(224,226‌)

—‌

RAPT

Therapeutics 

61‌

(21,596‌)

—‌

RBC

Bearings 

824‌

(4,618‌)

—‌

Rentokil

Initial 

54,901‌

(180,508‌)

3,959‌

Repligen 

(27,541‌)

(80,084‌)

—‌

Rover

Group 

—‌

(338‌)

—‌

Saia 

104‌

(19,546‌)

—‌

Scholar

Rock,

Warrants,

12/31/25 

—‌

1,162‌

—‌

Scholar

Rock

Holding 

25‌

(23,874‌)

—‌

SecurityScorecard,

Series

E 

—‌

(616‌)

—‌

SiteOne

Landscape

Supply 

923‌

(292,208‌)

—‌

Sweetgreen,

Class

A 

(46,482‌)

(134,931‌)

—‌

Toast,

Class

A 

(16,987‌)

(176,682‌)

—‌

Treeline

Biosciences,

Series

A 

—‌

—‌

—‌

Wingstop 

(46,962‌)

(34,545‌)

12,496‌

Xometry,

Class

A 

461‌

(70,030‌)

—‌

T.

Rowe

Price

Government

Reserve

Fund,

4.30%

—‌

—‌

13,008‌

Affiliates

not

held

at

period

end

(1,489,458‌)

(1,124,445‌)

3,909‌

Totals

$

(1,633,125‌)#

$

(4,336,797‌)

$

63,961‌+

T.

ROWE

PRICE

New

Horizons

Fund

32

AFFILIATED

COMPANIES

(CONTINUED)

($000s)

Supplementary

Investment

Schedule

Affiliate

Value

12/31/21

Purchase

Cost

Sales

Cost

Value

12/31/22

Abcam 

$

269,075‌

$

—‌

$

53,917‌

$

*

Adaptive

Biotechnologies 

*

17,218‌

357,392‌

—‌

Armstrong

World

Industries 

378,979‌

—‌

181,054‌

—‌

Avidity

Biosciences 

*

4,781‌

191‌

*

Babyco,

Class

A 

—‌

—‌

—‌

—‌

Booz

Allen

Hamilton

Holding 

1,110,598‌

—‌

562,772‌

*

Burlington

Stores 

*

187,723‌

119‌

669,300‌

Cable

One 

768,018‌

—‌

350,255‌

—‌

Ceridian

HCM

Holding 

*

298,984‌

608‌

733,642‌

Checkr 

47,764‌

—‌

—‌

20,432‌

Checkr,

Series

C 

99,941‌

—‌

—‌

42,753‌

Checkr,

Series

D 

81,324‌

—‌

—‌

34,788‌

Clear

Secure,

Class

A 

393,465‌

—‌

54,367‌

—‌

Coupa

Software 

613,090‌

59,607‌

874,278‌

—‌

Descartes

Systems

Group 

373,021‌

130,537‌

231‌

451,675‌

Dynamics

Special

Purpose 

13,715‌

—‌

14,641‌

—‌

Dynamics

Special

Purpose 

1,444‌

—‌

—‌

*

Endava,

ADR 

585,676‌

310,855‌

463‌

504,688‌

Entegris 

*

519,176‌

69,996‌

518,485‌

Evolve

Vacation

Rental

Network,

Series

4 

13,914‌

—‌

—‌

13,900‌

Evolve

Vacation

Rental

Network,

Series

5 

33,460‌

—‌

—‌

33,426‌

Evolve

Vacation

Rental

Network,

Series

6 

42,977‌

—‌

—‌

42,932‌

Evolve

Vacation

Rental

Network,

Series

7 

8,401‌

—‌

—‌

8,392‌

Evolve

Vacation

Rental

Network,

Series

8 

40,655‌

—‌

—‌

40,613‌

Evolve

Vacation

Rental

Network,

Series

9 

14,449‌

—‌

—‌

14,434‌

Figs,

Class

A 

*

45,011‌

392,127‌

—‌

Floor

&

Decor

Holdings,

Class

A 

—‌

464,535‌

461‌

412,359‌

Genesis

Therapeutics,

Series

A 

6,398‌

—‌

390‌

6,008‌

Genesis

Therapeutics,

Series

A-2 

—‌

391‌

—‌

391‌

Globant 

—‌

522,637‌

559‌

407,574‌

Go

Maps,

Series

B 

9,379‌

—‌

—‌

9,344‌

Go

Maps,

Series

B-1 

1,681‌

—‌

—‌

1,675‌

T.

ROWE

PRICE

New

Horizons

Fund

33

AFFILIATED

COMPANIES

(CONTINUED)

($000s)

Supplementary

Investment

Schedule

Affiliate

Value

12/31/21

Purchase

Cost

Sales

Cost

Value

12/31/22

Go

Maps,

Series

B-3  ^^

$

4,422‌

$

—‌

$

—‌

$

6,046‌

Haul

Hub,

Series

B 

13,003‌

—‌

—‌

16,830‌

Haul

Hub,

Series

C 

—‌

5,451‌

—‌

5,451‌

HubSpot 

*

345,390‌

420,911‌

706,705‌

Jetclosing,

4.00%,

9/14/23 

—‌

2,500‌

—‌

1,162‌

Jetclosing,

Series

A 

3,017‌

—‌

—‌

—‌

Jetclosing,

Series

B-1 

3,867‌

—‌

—‌

—‌

Jetclosing,

Series

B-2 

689‌

—‌

—‌

—‌

Kardium,

Series

D-5 

9,294‌

—‌

—‌

9,294‌

Kardium,

Series

D-6 

18,745‌

—‌

—‌

18,745‌

Longboard

Pharmaceuticals 

*

—‌

3,366‌

*

Minted,

Series

E 

26,014‌

—‌

—‌

23,801‌

Okta 

*

610,063‌

1,488,577‌

—‌

Paylocity

Holding 

1,236,827‌

71,401‌

340,529‌

743,473‌

Phreesia 

*

—‌

201,893‌

—‌

RAPT

Therapeutics 

*

8,777‌

64‌

*

RBC

Bearings 

*

264,100‌

226‌

454,861‌

Rentokil

Initial 

768,896‌

—‌

476,396‌

*

Repligen 

*

552,031‌

361,493‌

601,780‌

Rover

Group 

46,498‌

—‌

37,310‌

—‌

Rover

Group 

427‌

—‌

—‌

*

Saia 

—‌

454,193‌

769‌

433,878‌

Scholar

Rock,

Warrants,

12/31/25 

—‌

—‌

—‌

1,162‌

Scholar

Rock

Holding 

*

12,134‌

61‌

29,848‌

SecurityScorecard,

Series

E 

*

—‌

—‌

17,591‌

SiteOne

Landscape

Supply 

*

266,697‌

528‌

482,105‌

Sweetgreen,

Class

A 

*

119,079‌

131,853‌

*

Toast,

Class

A 

*

334,174‌

166,450‌

*

Treeline

Biosciences,

Series

A 

*

12,225‌

—‌

*

Vail

Resorts 

668,991‌

—‌

443,278‌

—‌

Warby

Parker,

Class

A 

*

—‌

137,220‌

—‌

Wingstop 

288,496‌

209,435‌

208,105‌

255,281‌

Xometry,

Class

A 

*

28,824‌

98‌

*

T.

Rowe

Price

Government

Reserve

Fund,

4.30%

281,465‌

  ¤

  ¤

399,266‌

Total

$

8,174,090‌^

T.

ROWE

PRICE

New

Horizons

Fund

34

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

+

Investment

income

comprised

$63,881

of

dividend

income

and

$80

of

interest

income.

¤

Purchase

and

sale

information

not

shown

for

cash

management

funds.

^

The

cost

basis

of

investments

in

affiliated

companies

was

$7,221,828.

^^

Includes

previously

reported

affiliate

Go

Maps

acquired

through

a

corporate

action.

*

On

the

date

indicated,

issuer

was

held

but

not

considered

an

affiliated

company.

T.

ROWE

PRICE

New

Horizons

Fund

December

31,

2022

Statement

of

Assets

and

Liabilities

35

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$17,856,211)

$

22,361,993‌

Receivable

for

investment

securities

sold

54,055‌

Receivable

for

shares

sold

11,355‌

Dividends

receivable

2,206‌

Due

from

affiliates

121‌

Cash

1‌

Other

assets

337‌

Total

assets

22,430,068‌

Liabilities

Payable

for

investment

securities

purchased

59,035‌

Payable

for

shares

redeemed

52,321‌

Investment

management

fees

payable

12,476‌

Payable

to

directors

15‌

Other

liabilities

1,872‌

Total

liabilities

125,719‌

NET

ASSETS

$

22,304,349‌

T.

ROWE

PRICE

New

Horizons

Fund

December

31,

2022

Statement

of

Assets

and

Liabilities

36

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

2,019,920‌

Paid-in

capital

applicable

to

479,962,790

shares

of

$1.00

par

value

capital

stock

outstanding;

1,600,000,000

shares

authorized

20,284,429‌

NET

ASSETS

$

22,304,349‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

($9,636,628,134

/

207,983,993

shares

outstanding)

$

46.33‌

I

Class

($10,762,814,762

/

231,246,283

shares

outstanding)

$

46.54‌

Z

Class

($1,904,905,988

/

40,732,514

shares

outstanding)

$

46.77‌

T.

ROWE

PRICE

New

Horizons

Fund

Statement

of

Operations

37

($000s)

Year

Ended

12/31/22

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$905)

$

75,803‌

    Interest

80‌

Other

16‌

Total

income

75,899‌

Expenses

Investment

management

168,563‌

Shareholder

servicing

Investor

Class

$

18,789‌

I

Class

1,338‌

20,127‌

Prospectus

and

shareholder

reports

Investor

Class

218‌

I

Class

178‌

396‌

Custody

and

accounting

1,073‌

Registration

420‌

Legal

and

audit

221‌

Directors

70‌

Miscellaneous

209‌

Waived

/

paid

by

Price

Associates

(14,069‌)

Total

expenses

177,010‌

Net

investment

loss

(101,111‌)

T.

ROWE

PRICE

New

Horizons

Fund

Statement

of

Operations

38

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

12/31/22

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

(2,136,159‌)

Foreign

currency

transactions

(1,392‌)

Net

realized

loss

(2,137,551‌)

Change

in

net

unrealized

gain

/

loss

Securities

(11,954,695‌)

Other

assets

and

liabilities

denominated

in

foreign

currencies

(16‌)

Change

in

net

unrealized

gain

/

loss

(11,954,711‌)

Net

realized

and

unrealized

gain

/

loss

(14,092,262‌)

DECREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

(14,193,373‌)

T.

ROWE

PRICE

New

Horizons

Fund

Statement

of

Changes

in

Net

Assets

39

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/22

12/31/21

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

loss

$

(101,111‌)

$

(181,412‌)

Net

realized

gain

(loss)

(2,137,551‌)

6,768,336‌

Change

in

net

unrealized

gain

/

loss

(11,954,711‌)

(2,934,619‌)

Increase

(decrease)

in

net

assets

from

operations

(14,193,373‌)

3,652,305‌

Distributions

to

shareholders

Net

earnings

Investor

Class

(440,452‌)

(3,605,882‌)

I

Class

(490,982‌)

(1,734,500‌)

Z

Class

(85,708‌)

(494,887‌)

Decrease

in

net

assets

from

distributions

(1,017,142‌)

(5,835,269‌)

Capital

share

transactions

*

(1)

Shares

sold

Investor

Class

1,170,847‌

2,352,549‌

I

Class

6,373,838‌

3,371,143‌

Z

Class

176,674‌

283,404‌

Distributions

reinvested

Investor

Class

428,716‌

3,469,310‌

I

Class

454,840‌

1,587,239‌

Z

Class

85,708‌

494,887‌

Shares

redeemed

Investor

Class

(7,921,628‌)

(5,758,275‌)

I

Class

(2,160,862‌)

(2,058,065‌)

Z

Class

(362,892‌)

(1,252,103‌)

Increase

(decrease)

in

net

assets

from

capital

share

transactions

(1,754,759‌)

2,490,089‌

T.

ROWE

PRICE

New

Horizons

Fund

Statement

of

Changes

in

Net

Assets

40

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/22

12/31/21

Net

Assets

Increase

(decrease)

during

period

(16,965,274‌)

307,125‌

Beginning

of

period

39,269,623‌

38,962,498‌

End

of

period

$

22,304,349‌

$

39,269,623‌

*Share

information

(000s)

(1)

Shares

sold

Investor

Class

21,191‌

27,096‌

I

Class

109,916‌

38,374‌

Z

Class

3,233‌

3,295‌

Distributions

reinvested

Investor

Class

8,710‌

46,307‌

I

Class

9,200‌

21,124‌

Z

Class

1,726‌

6,601‌

Shares

redeemed

Investor

Class

(138,252‌)

(66,846‌)

I

Class

(40,117‌)

(23,801‌)

Z

Class

(6,449‌)

(14,443‌)

Increase

(decrease)

in

shares

outstanding

(30,842‌)

37,707‌

(1)

Includes

the

exchange

of

shares

from

certain

classes

to

the

I

Class

and/or

Z

Class

related

to

shares

held

by

affiliated

products.

T.

ROWE

PRICE

New

Horizons

Fund

NOTES

TO

FINANCIAL

STATEMENTS

41

T.

Rowe

Price

New

Horizons

Fund,

Inc.

(the

fund) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act)

as a

diversified,

open-end

management

investment

company. The

fund

seeks

long-term

capital

growth

by

investing

primarily

in

common

stocks

of

small,

rapidly

growing

companies.

The

fund

has

three classes

of

shares:

the

New

Horizons

Fund

(Investor

Class),

the

New

Horizons

Fund–I

Class

(I

Class)

and

the

New

Horizons

Fund–Z

Class

(Z

Class).

I

Class

shares

require

a

$500,000

initial

investment

minimum,

although

the

minimum

generally

is

waived

or

reduced

for

financial

intermediaries,

eligible

retirement

plans,

and

certain

other

accounts.

Prior

to

November

15,

2021,

the

initial

investment

minimum

was

$1

million

and

was

generally

waived

for

financial

intermediaries,

eligible

retirement

plans,

and

other

certain

accounts.

As

a

result

of

the

reduction

in

the

I

Class

minimum,

certain

assets

transferred

from

the

Investor

Class

to

the

I

Class.

This

transfer

of

shares

from

Investor

Class

to

I

Class

is

reflected

in

the

Statement

of

Changes

in

Net

Assets

within

the

Capital

shares

transactions

as

Shares

redeemed

and

Shares

sold,

respectively.

The

Z

Class

is

only

available

to

funds

advised

by

T.

Rowe

Price

Associates,

Inc.

and

its

affiliates

and

other

clients

that

are

subject

to

a

contractual

fee

for

investment

management

services. 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.

Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

T.

ROWE

PRICE

New

Horizons

Fund

42

as

income

tax

expense.

Dividends

received

from

mutual

fund

investments

are

reflected

as

dividend

income;

capital

gain

distributions

are

reflected

as

realized

gain/loss.

Dividend

income

and

capital

gain

distributions

are

recorded

on

the

ex-dividend

date.

Non-cash

dividends,

if

any,

are

recorded

at

the

fair

market

value

of

the

asset

received.

Proceeds

from

litigation

payments,

if

any,

are

included

in

either

net

realized

gain

(loss)

or

change

in

net

unrealized

gain/loss

from

securities.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Income

distributions,

if

any,

are

declared

and

paid

by

each

class annually.

A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

Currency

Translation

 Assets,

including

investments,

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollar

values

each

day

at

the

prevailing

exchange

rate,

using

the

mean

of

the

bid

and

asked

prices

of

such

currencies

against

U.S.

dollars

as

provided

by

an

outside

pricing

service.

Purchases

and

sales

of

securities,

income,

and

expenses

are

translated

into

U.S.

dollars

at

the

prevailing

exchange

rate

on

the

respective

date

of

such

transaction.

The

effect

of

changes

in

foreign

currency

exchange

rates

on

realized

and

unrealized

security

gains

and

losses

is

not

bifurcated

from

the

portion

attributable

to

changes

in

market

prices.

Class

Accounting

 Shareholder

servicing,

prospectus,

and

shareholder

report

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to all classes,

investment

income,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

In-Kind

Redemptions

 In

accordance

with

guidelines

described

in

the

fund’s

prospectus,

and

when

considered

to

be

in

the

best

interest

of

all

shareholders,

the

fund

may

distribute

portfolio

securities

rather

than

cash

as

payment

for

a

redemption

of

fund

shares

(in-kind

redemption).

Gains

and

losses

realized

on

in-kind

redemptions

are

not

recognized

for

tax

purposes

and

are

reclassified

from

undistributed

realized

gain

(loss)

to

paid-in

capital.

During

the

year ended

December

31,

2022,

the

fund

realized

$55,301,000 of

net

gain

on

$84,213,000

of

in-kind

redemptions.

Capital

Transactions

 Each

investor’s

interest

in

the

net

assets

of the

fund

is

represented

by

fund

shares. The

fund’s

net

asset

value

(NAV)

per

share

is

computed

at

the

close

of

the

New

York

Stock

Exchange

(NYSE),

normally

4

p.m.

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.

T.

ROWE

PRICE

New

Horizons

Fund

43

New

Accounting

Guidance

 In

June

2022,

the

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2022-03,

Fair

Value

Measurement

(Topic

820)

–

Fair

Value

Measurement

of

Equity

Securities

Subject

to

Contractual

Sale

Restrictions,

which

clarifies

that

a

contractual

restriction

on

the

sale

of

an

equity

security

is

not

considered

part

of

the

unit

of

account

of

the

equity

security

and,

therefore,

is

not

considered

in

measuring

fair

value.

The

amendments

under

this

ASU

are

effective

for

fiscal

years

beginning

after

December

15,

2023;

however,

the

fund

opted

to

early

adopt,

as

permitted,

effective

December

1,

2022. Adoption

of

the

guidance

did not

have

a

material

impact

on

the fund's

financial  statements.

The

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2020–04,

Reference

Rate

Reform

(Topic

848) –

Facilitation

of

the

Effects

of

Reference

Rate

Reform

on

Financial

Reporting

in

March

2020

and

ASU

2021-01

in

January

2021

which

provided

further

amendments

and

clarifications

to

Topic

848.

These

ASUs provide

optional,

temporary

relief

with

respect

to

the

financial

reporting

of

contracts

subject

to

certain

types

of

modifications

due

to

the

planned

discontinuation

of

the

London

Interbank

Offered

Rate

(LIBOR),

and

other

interbank-offered

based

reference

rates,

through December

31,

2022.

In

December,

2022,

FASB

issued

ASU

2022-06

which

defers

the

sunset

date

of

Topic

848

from

December

31,

2022,

to

December

31,

2024,

after

which

entities

will

no

longer

be

permitted

to

apply

the

relief

in

Topic

848.

Management

intends

to

rely

upon

the

relief

provided

under

Topic

848,

which

is

not

expected to

have

a

material

impact

on

the fund's

financial  statements.

Indemnification

 In

the

normal

course

of

business, the

fund

may

provide

indemnification

in

connection

with

its

officers

and

directors,

service

providers,

and/or

private

company

investments. The

fund’s

maximum

exposure

under

these

arrangements

is

unknown;

however,

the

risk

of

material

loss

is

currently

considered

to

be

remote.

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;

T.

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New

Horizons

Fund

44

and

evaluates

pricing

vendors

and

pricing

agents.

The

duties

and

responsibilities

of

the

Valuation

Designee

are

performed

by

its

Valuation

Committee. The

Valuation

Designee provides

periodic

reporting

to

the

Board

on

valuation

matters.

Various

valuation

techniques

and

inputs

are

used

to

determine

the

fair

value

of

financial

instruments.

GAAP

establishes

the

following

fair

value

hierarchy

that

categorizes

the

inputs

used

to

measure

fair

value:

Level

1

–

quoted

prices

(unadjusted)

in

active

markets

for

identical

financial

instruments

that

the

fund

can

access

at

the

reporting

date

Level

2

–

inputs

other

than

Level

1

quoted

prices

that

are

observable,

either

directly

or

indirectly

(including,

but

not

limited

to,

quoted

prices

for

similar

financial

instruments

in

active

markets,

quoted

prices

for

identical

or

similar

financial

instruments

in

inactive

markets,

interest

rates

and

yield

curves,

implied

volatilities,

and

credit

spreads)

Level

3

–

unobservable

inputs

(including

the Valuation

Designee’s assumptions

in

determining

fair

value)

Observable

inputs

are

developed

using

market

data,

such

as

publicly

available

information

about

actual

events

or

transactions,

and

reflect

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

Unobservable

inputs

are

those

for

which

market

data

are

not

available

and

are

developed

using

the

best

information

available

about

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

GAAP

requires

valuation

techniques

to

maximize

the

use

of

relevant

observable

inputs

and

minimize

the

use

of

unobservable

inputs.

When

multiple

inputs

are

used

to

derive

fair

value,

the

financial

instrument

is

assigned

to

the

level

within

the

fair

value

hierarchy

based

on

the

lowest-level

input

that

is

significant

to

the

fair

value

of

the

financial

instrument.

Input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level

but

rather

the

degree

of

judgment

used

in

determining

those

values.

Valuation

Techniques 

Equity

securities,

including

exchange-traded

funds, listed

or

regularly

traded

on

a

securities

exchange

or

in

the

over-the-counter

(OTC)

market

are

valued

at

the

last

quoted

sale

price

or,

for

certain

markets,

the

official

closing

price

at

the

time

the

valuations

are

made.

OTC

Bulletin

Board

securities

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices.

A

security

that

is

listed

or

traded

on

more

than

one

exchange

is

valued

at

the

quotation

on

the

exchange

determined

to

be

the

primary

market

for

such

security.

Listed

securities

not

traded

on

a

particular

day

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices

for

domestic

securities

and

the

last

quoted

sale

or

closing

price

for

international

securities.

T.

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New

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45

The

last

quoted

prices

of

non-U.S.

equity

securities

may

be

adjusted

to

reflect

the

fair

value

of

such

securities

at

the

close

of

the

NYSE,

if

the Valuation

Designee

determines

that

developments

between

the

close

of

a

foreign

market

and

the

close

of

the

NYSE

will

affect

the

value

of

some

or

all

of the

fund’s

portfolio

securities.

Each

business

day,

the

Valuation

Designee uses

information

from

outside

pricing

services

to

evaluate

the

quoted

prices

of

portfolio

securities

and,

if

appropriate,

decide whether

it

is

necessary

to

adjust

quoted

prices

to

reflect

fair

value

by

reviewing

a

variety

of

factors,

including

developments

in

foreign

markets,

the

performance

of

U.S.

securities

markets,

and

the

performance

of

instruments

trading

in

U.S.

markets

that

represent

foreign

securities

and

baskets

of

foreign

securities. The Valuation

Designee

uses

outside

pricing

services

to

provide

it

with

quoted

prices

and

information

to

evaluate

or

adjust

those

prices.

The Valuation

Designee

cannot

predict

how

often

it

will

use

quoted

prices

and

how

often

it

will

determine

it

necessary

to

adjust

those

prices

to

reflect

fair

value.

Debt

securities

generally

are

traded

in

the over-the-counter

(OTC)

market

and

are

valued

at

prices

furnished

by

independent

pricing

services

or

by

broker

dealers

who

make

markets

in

such

securities.

When

valuing

securities,

the

independent

pricing

services

consider

factors

such

as,

but

not

limited

to,

the

yield

or

price

of

bonds

of

comparable

quality,

coupon,

maturity,

and

type,

as

well

as

prices

quoted

by

dealers

who

make

markets

in

such

securities.

Investments

in

mutual

funds

are

valued

at

the

mutual

fund’s

closing

NAV

per

share

on

the

day

of

valuation.

Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value. 

Investments

for

which

market

quotations are

not

readily

available

or

deemed

unreliable

are

valued

at

fair

value

as

determined

in

good

faith

by

the

Valuation

Designee.

The

Valuation

Designee

has

adopted

methodologies

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

or

deemed

unreliable,

including

the

use

of

other

pricing

sources.

Factors

used

in

determining

fair

value

vary

by

type

of

investment

and

may

include

market

or

investment

specific

considerations.

The

Valuation

Designee typically

will

afford

greatest

weight

to

actual

prices

in

arm’s

length

transactions,

to

the

extent

they

represent

orderly

transactions

between

market

participants,

transaction

information

can

be

reliably

obtained,

and

prices

are

deemed

representative

of

fair

value.

However,

the

Valuation

Designee may

also

consider

other

valuation

methods

such

as

market-based

valuation

multiples;

a

discount

or

premium

from

market

value

of

a

similar,

freely

traded

security

of

the

same

issuer;

discounted

cash

flows;

yield

to

maturity;

or

some

combination.

Fair

value

determinations

are

reviewed

on

a

regular

basis.

Because

any

fair

value

determination

involves

a

significant

amount

of

judgment,

there

is

a

degree

of

subjectivity

inherent

in

such

pricing

decisions. Fair

value

T.

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New

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46

prices

determined

by

the

Valuation

Designee could

differ

from

those

of

other

market

participants,

and

it

is

possible

that

the

fair

value

determined

for

a

security

may

be

materially

different

from

the

value

that

could

be

realized

upon

the

sale

of

that

security.

Valuation

Inputs

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

December

31,

2022

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

Following

is

a

reconciliation

of

the

fund’s

Level

3

holdings

for

the

year ended

December

31,

2022.

Gain

(loss)

reflects

both

realized

and

change

in

unrealized

gain/

loss

on

Level

3

holdings

during

the

period,

if

any,

and

is

included

on

the

accompanying

Statement

of

Operations.

The

change

in

unrealized

gain/loss

on

Level

3

instruments

held

at

December

31,

2022,

totaled $(508,474,000) for

the

year ended

December

31,

2022.

In

accordance

with

GAAP,

the

following

table

provides

quantitative

information

about

significant

unobservable

inputs

used

to

determine

the

fair

valuations

of

the

fund’s

Level

3

assets,

by

class

of

financial

instrument.

Because

the

Valuation

Designee

considers

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

19,613,059‌

$

450,780‌

$

256,024‌

$

20,319,863‌

Convertible

Bonds

—‌

—‌

1,162‌

1,162‌

Convertible

Preferred

Stocks

—‌

—‌

1,437,295‌

1,437,295‌

Preferred

Stocks

—‌

204,407‌

—‌

204,407‌

Short-Term

Investments

399,266‌

—‌

—‌

399,266‌

Total

$

20,012,325‌

$

655,187‌

$

1,694,481‌

$

22,361,993‌

($000s)

Beginning

Balance

12/31/21

Gain

(Loss)

During

Period

Total

Purchases

Total

Sales

Ending

Balance

12/31/22

Investment

in

Securities

Common

Stocks

$

253,174‌

$

(23,269‌)

$

36,895‌

$

(10,776‌)

$

256,024‌

Convertible

Bonds

—‌

(1,338‌)

2,500‌

—‌

1,162‌

Convertible

Preferred

Stocks

1,934,124‌

(469,689‌)

50,590‌

(77,730‌)

1,437,295‌

Total

$

2,187,298‌

$

(494,296‌)

$

89,985‌

$

(88,506‌)

$

1,694,481‌

T.

ROWE

PRICE

New

Horizons

Fund

47

a

wide

variety

of

factors

and

inputs,

both

observable

and

unobservable,

in

determining

fair

values,

the

unobservable

inputs

presented

do

not

reflect

all

inputs

significant

to

the

fair

value

determination.

Investments

in

Securities

Value

(000s)

Valuation

Technique(s)+

Significant

Unobservable

Inputs(s)

Value

or

Range

of

Input(s)

Weighted

Average

of

Input(s)*

Impact

to

Valuation

from

an

Increase

in

Input**

Common

Stocks

$

256,024‌

Recent

comparable

transaction

price(s)

—#

—#

—#

—#

Discount

for

uncertainty

51%

-

74%

60%

Decrease

Expected

present

value

Discount

rate

for

cost

of

equity

11%

-

12%

12%

Decrease

Timing

of

events

2.08

yrs

2.08

yrs

Decrease

Discount

for

lack

of

collectability

50%

50%

Decrease

Market

comparable

Probability

for

potential

outcome

20%

-

40%

30%

Increase

Enterprise

value

to

sales

multiple

1.1x

–

14.3x

8.3x

Increase

Sales

growth

rate

10%

-

168%

32%

Increase

Enterprise

value

to

gross

profit

multiple

1.5x

–

18.4x

11.1x

Increase

Gross

profit

growth

rate

11%

-

34%

29%

Increase

Enterprise

value

to

EBITDA

multiple

10.1x

–

26.9x

12.2x

Increase

T.

ROWE

PRICE

New

Horizons

Fund

48

Investments

in

Securities

Value

(000s)

Valuation

Technique(s)+

Significant

Unobservable

Inputs(s)

Value

or

Range

of

Input(s)

Weighted

Average

of

Input(s)*

Impact

to

Valuation

from

an

Increase

in

Input**

EBITDA

growth

rate

23%

23%

Increase

Projected

enterprise

value

to

EBITDA

multiple

14.0x

14.0x

Increase

Enterprise

value

to

gross

merchandise

value

0.4x

0.4x

Increase

Enterprise

value

to

billings

multiple

5.4x

5.4x

Increase

Discount

rate

for

cost

of

capital

13%

13%

Decrease

Discount

for

lack

of

marketability

10%

10%

Decrease

Options

pricing

model

Private

company

valuation

—#

—#

—#

Risk-free

rate

4%

4%

Increase

Volatility

55%

55%

Increase

Convertible

Bonds

$

1,162‌

Estimated

liquidation

value

—#

—#

—#

Decrease

Convertible

Preferred

Stocks

$

1,437,295‌

Recent

comparable

transaction

price(s)

—#

—#

—#

—#

T.

ROWE

PRICE

New

Horizons

Fund

49

Investments

in

Securities

Value

(000s)

Valuation

Technique(s)+

Significant

Unobservable

Inputs(s)

Value

or

Range

of

Input(s)

Weighted

Average

of

Input(s)*

Impact

to

Valuation

from

an

Increase

in

Input**

Premium

for

cumulative

preferred

dividend

rights

3%

-

8%

4%

Increase

Discount

for

cumulative

preferred

dividend

rights

2%

2%

Decrease

Market

comparable

Probability

for

potential

outcome

25%

-

40%

33%

Increase

Enterprise

value

to

sales

multiple

0.8x

–

14.3x

5.3x

Increase

Sales

growth

rate

(58%)

-

266%

30%

Increase

Enterprise

value

to

gross

profit

multiple

1.5x

–

18.4x

7.8x

Increase

Gross

profit

growth

rate

11%

-

57%

28%

Increase

Enterprise

value

to

EBITDA

multiple

8.4x

–

26.9x

22.3x

Increase

EBITDA

growth

rate

23%

-

312%

81%

Increase

Projected

enterprise

value

to

sales

multiple

0.8x

0.8x

Increase

Enterprise

value

to

gross

merchandise

value

0.4x

0.4x

Increase

T.

ROWE

PRICE

New

Horizons

Fund

50

+

Valuation

techniques

may

change

in

order

to

reflect the

Valuation

Designee’s

judgment

of

current

market

participant

assumptions. 

*

Unobservable

inputs

were

weighted

by

the

relative

fair

value

of

the

instruments.

**

Represents

the

directional

change

in

the

fair

value

of

the

Level

3

investment(s)

that

would

have

resulted

from

an

increase

in

the

corresponding

input

at

period

end.

A

decrease

in

the

unobservable

input

would

have

had

the

opposite

effect.

Significant

increases

and

decreases

in

these

inputs

in

isolation

could

result

in

significantly

higher

or

lower

fair

value

measurements.

#

No

quantitative

unobservable

inputs

significant

to

the

valuation

technique

were

created

by

the

Valuation

Designee.

Investments

in

Securities

Value

(000s)

Valuation

Technique(s)+

Significant

Unobservable

Inputs(s)

Value

or

Range

of

Input(s)

Weighted

Average

of

Input(s)*

Impact

to

Valuation

from

an

Increase

in

Input**

Enterprise

value

to

billings

multiple

5.1x

–

6.0x

5.4x

Increase

Billings

growth

rate

15%

15%

Increase

Discount

rate

for

cost

of

capital

30%

30%

Decrease

Discount

for

lack

of

marketability

10%

10%

Decrease

Estimated

liquidation

value

—#

—#

—#

—#

Discount

for

lack

of

collectability

100%

100%

Decrease

Options

pricing

model

Private

company

valuation

—#

—#

—#

Risk-free

rate

4%

4%

Increase

Volatility

55%

55%

Increase

T.

ROWE

PRICE

New

Horizons

Fund

51

NOTE

3

-

OTHER

INVESTMENT

TRANSACTIONS 

Consistent

with

its

investment

objective,

the

fund

engages

in

the

following

practices

to

manage

exposure

to

certain

risks

and/or

to

enhance

performance.

The

investment

objective,

policies,

program,

and

risk

factors

of

the

fund

are

described

more

fully

in

the

fund’s

prospectus

and

Statement

of

Additional

Information.

Restricted

Securities

 The

fund

invests

in

securities

that

are

subject

to

legal

or

contractual

restrictions

on

resale.

Prompt

sale

of

such

securities

at

an

acceptable

price

may

be

difficult

and

may

involve

substantial

delays

and

additional

costs.

Other 

Purchases

and

sales

of

portfolio

securities

other

than

short-term securities

aggregated $14,032,488,000 and

$17,016,436,000,

respectively,

for

the

year ended

December

31,

2022.

NOTE

4

-

FEDERAL

INCOME

TAXES

Generally,

no

provision

for

federal

income

taxes

is

required

since

the

fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its

taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

The fund

files

U.S.

federal,

state,

and

local

tax

returns

as

required. The

fund’s

tax

returns

are

subject

to

examination

by

the

relevant

tax

authorities

until

expiration

of

the

applicable

statute

of

limitations,

which

is

generally

three

years

after

the

filing

of

the

tax

return

but

which

can

be

extended

to

six

years

in

certain

circumstances.

Tax

returns

for

open

years

have

incorporated

no

uncertain

tax

positions

that

require

a

provision

for

income

taxes.

Capital

accounts

within

the

financial

reporting

records

are

adjusted

for

permanent

book/tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

permanent

book/tax

adjustments,

if

any,

have

no

impact

on

results

of

operations

or

net

assets.

The

permanent

book/tax

adjustments

relate

primarily

to

the

current

net

operating

loss

and

redemptions

in

kind.

T.

ROWE

PRICE

New

Horizons

Fund

52

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

At

December

31,

2022,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were

as

follows:

At

December

31,

2022,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

Temporary

differences

between

book-basis

and

tax-basis

components

of

total

distributable

earnings

(loss)

arise

when

certain

items

of

income,

gain,

or

loss

are

recognized

in

different

periods

for

financial

statement

purposes

versus

for

tax

purposes;

these

differences

will

reverse

in

a

subsequent

reporting

period.

The

temporary

differences

relate

primarily

to

the

deferral

of

losses

from

wash

sales.

The

loss

carryforwards

and

deferrals

primarily

relate

to

capital

loss

carryforwards

and

late-year

ordinary

loss

deferrals.

Capital

loss

carryforwards

are

available

indefinitely

to

offset

future

realized

capital

gains.

The

fund

has

elected

to

defer

certain

losses

to

the

first

day

of

the

following

fiscal

year

for

late-year

ordinary

loss

deferrals.

($000s)

December

31,

2022

December

31,

2021

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

105‌

$

1,530,832‌

Long-term

capital

gain

1,017,037‌

4,304,437‌

Total

distributions

$

1,017,142‌

$

5,835,269‌

($000s)

Cost

of

investments

$

18,196,996‌

Unrealized

appreciation

$

6,177,536‌

Unrealized

depreciation

(2,012,559‌)

Net

unrealized

appreciation

(depreciation)

$

4,164,977‌

($000s)

Net

unrealized

appreciation

(depreciation)

4,164,977‌

Loss

carryforwards

and

deferrals

(2,145,057‌)

Total

distributable

earnings

(loss)

$

2,019,920‌

T.

ROWE

PRICE

New

Horizons

Fund

53

NOTE

5

-

FOREIGN  TAXES

The

fund

is

subject

to

foreign

income

taxes

imposed

by

certain

countries

in

which

it

invests.

Additionally,

capital

gains

realized

upon

disposition

of

securities

issued

in

or

by

certain

foreign

countries

are

subject

to

capital

gains

tax

imposed

by

those

countries.

All

taxes

are

computed

in

accordance

with

the

applicable

foreign

tax

law,

and,

to

the

extent

permitted,

capital

losses

are

used

to

offset

capital

gains.

Taxes

attributable

to

income

are

accrued

by

the

fund

as

a

reduction

of

income.

Current

and

deferred

tax

expense

attributable

to

capital

gains

is

reflected

as

a

component

of

realized

or

change

in

unrealized

gain/loss

on

securities

in

the

accompanying

financial

statements.

To

the

extent

that

the

fund

has

country

specific

capital

loss

carryforwards,

such

carryforwards

are

applied

against

net

unrealized

gains

when

determining

the

deferred

tax

liability.

Any

deferred

tax

liability

incurred

by

the

fund

is

included

in

either

Other

liabilities

or

Deferred

tax

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

NOTE

6

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

(Price

Group). The

investment

management

agreement

between

the

fund

and

Price

Associates

provides

for

an

annual

investment

management

fee

that

consists

of

an

individual

fund

fee

and

a

group

fee;

management

fees

are

computed

daily

and

paid

monthly.

The

investment

management

agreement

provides

for

an

individual

fund

fee

equal

to

0.35%

of

the fund’s

average

daily

net

assets.

The

group

fee

rate

is

calculated

based

on

the

combined

net

assets

of

certain

mutual

funds

sponsored

by

Price

Associates

(the

group)

applied

to

a

graduated

fee

schedule,

with

rates

ranging

from

0.48%

for

the

first

$1

billion

of

assets

to

0.260%

for

assets

in

excess

of

$845

billion.

The

fund’s

group

fee

is

determined

by

applying

the

group

fee

rate

to

the

fund’s

average

daily

net

assets.

At December

31,

2022,

the

effective

annual

group

fee

rate

was

0.29%. Effective

May

1,

2021,

Price

Associates

has

contractually

agreed,

at

least

through

April

30,

2023,

to

waive

a

portion

of

its

management

fee

so

that

an

individual

fund

fee

of 0.2975%

is

applied

to

the

fund’s

average

daily

net

assets

that

are

equal

to

or

greater

than $40 billion.

Thereafter,

this

agreement

will

automatically

renew

for

one-year

terms

unless

terminated

by

the

fund’s

Board.

Any

fees

waived

under

this

agreement

are

not

subject

to

reimbursement

to

Price

Associates

by

the

fund. No

management

fees

were

waived

under

this

arrangement

for

the

year ended

December

31,

2022. 

The

I

Class

is

subject

to

an

operating

expense

limitation

(I

Class

Limit)

pursuant

to

which

Price

Associates

is

contractually

required

to

pay

all

operating

expenses

of

the

I

Class,

excluding

management

fees;

interest;

expenses

related

to

borrowings,

taxes,

T.

ROWE

PRICE

New

Horizons

Fund

54

and

brokerage; non-recurring,

extraordinary expenses; and

acquired

fund

fees

and

expenses, to

the

extent

such

operating

expenses,

on

an

annualized

basis,

exceed

the

I

Class

Limit. This

agreement

will

continue

through

the

expense

limitation

date

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

The

I

Class

is

required

to

repay

Price

Associates

for

expenses

previously

paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

operating

expenses

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

I

Class

Limit

in

place

at

the

time

such

amounts

were

paid;

or

(2)

the

current

I

Class

Limit.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

The

Z

Class

is

also

subject

to

a

contractual

expense

limitation

agreement

whereby

Price

Associates

has

agreed

to

waive

and/or

bear

all

of

the

Z

Class’

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

in

their

entirety.

This

fee

waiver

and/or

expense

reimbursement

arrangement

is

expected

to

remain

in

place

indefinitely,

and

the

agreement

may

only

be

amended

or

terminated

with

approval

by

the

fund’s

Board.

Expenses

of

the

fund

waived/paid

by

the

manager

are

not

subject

to

later

repayment

by

the

fund.

Pursuant

to

these

agreements,

expenses

were

waived/paid

by

and/or

repaid

to

Price

Associates

during

the

year ended December

31,

2022

as

indicated

in

the

table

below.

At

December

31,

2022,

there

were

no

amounts

subject

to

repayment

by

the

fund.

Any

repayment

of

expenses

previously

waived/paid

by

Price

Associates

during

the

period

would

be

included

in

the

net

investment

income

and

expense

ratios

presented

on

the

accompanying

Financial

Highlights.

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

I

Class

Z

Class

Expense

limitation/I

Class

Limit

0.05%

0.00%

Expense

limitation

date

04/30/24

N/A

(Waived)/repaid

during

the

period

($000s)

$—

$(14,069)

T.

ROWE

PRICE

New

Horizons

Fund

55

Plan

Services,

Inc.

provides

subaccounting

and

recordkeeping

services

for

certain

retirement

accounts

invested

in

the

Investor

Class.

For

the

year ended

December

31,

2022,

expenses

incurred

pursuant

to

these

service

agreements

were

$102,000 for

Price

Associates;

$4,511,000 for

T.

Rowe

Price

Services,

Inc.;

and

$4,147,000 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.

Additionally,

the

fund

is

one

of

several

mutual

funds

in

which

certain

college

savings

plans

managed

by

Price

Associates may

invest.

As

approved

by

the

fund’s

Board

of

Directors,

shareholder

servicing

costs

associated

with

each

college

savings

plan

are

borne

by

the

fund

in

proportion

to

the

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Price

has

agreed

to waive/reimburse

shareholder

servicing

costs in

excess

of

0.05%

of

the

fund’s

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Any

amounts

waived/paid

by

Price

under

this

voluntary

agreement

are

not

subject

to

repayment

by

the

fund.

Price

may

amend

or

terminate

this

voluntary

arrangement

at

any

time

without

prior

notice.

For

the

year ended

December

31,

2022,

the

fund

was

charged $280,000 for

shareholder

servicing

costs

related

to

the

college

savings

plans, of

which

$205,000

was

for

services

provided

by

Price.

All

amounts

due

to

and

due

from

Price,

exclusive

of

investment

management

fees

payable,

are

presented

net

on

the

accompanying

Statement

of

Assets

and

Liabilities. At

December

31,

2022,

approximately less

than

1%

of

the

outstanding

shares

of

the

I

Class

were

held

by

the

college

savings

plans.

Mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

(collectively,

Price

Funds

and

accounts)

may

invest

in

the

fund.

No

Price

fund

or

account

may

invest

for

the

purpose

of

exercising

management

or

control

over

the

fund.

At

December

31,

2022,

approximately

100%

of

the

Z

Class’s

outstanding

shares

were

held

by

Price

Funds

and

accounts.

The fund

may

invest

its

cash

reserves

in

certain

open-end

management

investment

companies

managed

by

Price

Associates

and

considered

affiliates

of

the

fund:

the

T.

Rowe

Price

Government

Reserve

Fund

or

the

T.

Rowe

Price

Treasury

Reserve

Fund,

organized

as

money

market

funds

(together,

the

Price

Reserve

Funds).

The

Price

Reserve

Funds

are

offered

as

short-term

investment

options

to

mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

and

are

not

available

for

direct

purchase

by

members

of

the

public.

Cash

collateral

from

securities

lending,

if

any,

is

invested

in

the

T.

Rowe

Price

Government

Reserve Fund. The

Price

Reserve

Funds

pay

no

investment

management

fees.

T.

ROWE

PRICE

New

Horizons

Fund

56

As

of

December

31,

2022,

T.

Rowe

Price

Group,

Inc.,

or

its

wholly

owned

subsidiaries,

owned

314,098

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

year ended

December

31,

2022,

the

aggregate

value

of

purchases

and

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates

was

less

than

1%

of

the

fund’s

net

assets

as

of

December

31,

2022.

Price

Associates

has

voluntarily

agreed

to

reimburse

the

fund

from

its

own

resources

on

a

monthly

basis

for

the

cost

of

investment

research

embedded

in

the

cost

of

the

fund’s

securities

trades.

This

agreement

may

be

rescinded

at

any

time.

For

the

year ended

December

31,

2022,

this

reimbursement

amounted

to

$624,000,

which

is

included

in

Net

realized

gain

(loss)

on

Securities

in

the

Statement

of

Operations.

NOTE

7

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war,

terrorism,

pandemics,

outbreaks

of

infectious

diseases,

and

similar

public

health

threats

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

the fund

invests.

Certain

events

may

cause

instability

across

global

markets,

including

reduced

liquidity

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others,

and

exacerbate

other

pre-existing

political,

social,

and

economic

risks.

Since

2020,

a

novel

strain

of

coronavirus

(COVID-19)

has

resulted

in

disruptions

to

global

business

activity

and

caused

significant

volatility

and

declines

in

global

financial

markets.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict

leading

to

economic

sanctions

being

imposed

on

Russia

and

certain

of

its

citizens,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

These

are

recent

examples

of

global

events

which

may

have

a

negative

impact

on

the

values

of

certain

portfolio

holdings

or

the

fund’s

overall

performance.

Management

is

actively

monitoring

the

risks

and

financial

impacts

arising

from

these

events.

T.

ROWE

PRICE

New

Horizons

Fund

57

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Directors

and

Shareholders

of

T.

Rowe

Price

New

Horizons

Fund,

Inc.

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

portfolio

of

investments,

of

T.

Rowe

Price

New

Horizons

Fund,

Inc.

(the

"Fund")

as

of

December

31,

2022,

the

related

statement

of

operations

for

the

year

ended

December

31,

2022,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2022,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

periods

indicated

therein

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

December

31,

2022,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2022

and

the

financial

highlights

for

each

of

the

periods

indicated

therein,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

T.

ROWE

PRICE

New

Horizons

Fund

58

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2022

by

correspondence

with

the

custodians,

transfer

agent

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

PricewaterhouseCoopers

LLP

Baltimore,

Maryland

February

21,

2023

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

(continued)

T.

ROWE

PRICE

New

Horizons

Fund

59

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 12/31/22

We

are

providing

this

information

as

required

by

the

Internal

Revenue

Code.

The

amounts

shown

may

differ

from

those

elsewhere

in

this

report

because

of

differences

between

tax

and

financial

reporting

requirements.

The

fund’s

distributions

to

shareholders

included:

$105,000 from

short-term

capital

gains 

The

fund’s

distributions

to

shareholders

included

$1,017,037,000 from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

INFORMATION

ON

PROXY

VOTING

POLICIES,

PROCEDURES,

AND

RECORDS

A

description

of

the

policies

and

procedures

used

by

T.

Rowe

Price

funds

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

is

available

in

each

fund’s

Statement

of

Additional

Information.

You

may

request

this

document

by

calling

1-800-225-5132

or

by

accessing

the

SEC’s

website,

sec.gov.

The

description

of

our

proxy

voting

policies

and

procedures

is

also

available

on

our

corporate

website.

To

access

it,

please

visit

the

following

Web

page:

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

Scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Guidelines.”

Click

on

the

links

in

the

shaded

box.

Each

fund’s

most

recent

annual

proxy

voting

record

is

available

on

our

website

and

through

the

SEC’s

website.

To

access

it

through

T.

Rowe

Price,

visit

the

website

location

shown

above,

and

scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Records.”

Click

on

the

Proxy

Voting

Records

link

in

the

shaded

box.

HOW

TO

OBTAIN

QUARTERLY

PORTFOLIO

HOLDINGS

The

fund

files

a

complete

schedule

of

portfolio

holdings

with

the

Securities

and

Exchange

Commission

(SEC)

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

fund’s

reports

on

Form

N-PORT

are

available

electronically

on

the

SEC’s

website

(sec.gov).

In

addition,

most

T.

Rowe

Price

funds

disclose

their

first

and

third

fiscal

quarter-end

holdings

on

troweprice.com

.

T.

ROWE

PRICE

New

Horizons

Fund

60

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

In

accordance

with

Rule

22e-4

(Liquidity

Rule)

under

the

Investment

Company

Act

of

1940,

as

amended,

the

fund

has

established

a

liquidity

risk

management

program

(Liquidity

Program)

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk,

which

generally

represents

the

risk

that

the

fund

would

not

be

able

to

meet

redemption

requests

without

significant

dilution

of

remaining

investors’

interests

in

the

fund.

The

fund’s

Board

of

Directors

(Board)

has

appointed

the

fund’s

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser),

as

the

administrator

of

the

Liquidity

Program.

As

administrator,

the

Adviser

is

responsible

for

overseeing

the

day-to-day

operations

of

the

Liquidity

Program

and,

among

other

things,

is

responsible

for

assessing,

managing,

and

reviewing

with

the

Board

at

least

annually

the

liquidity

risk

of

each

T.

Rowe

Price

fund.

The

Adviser

has

delegated

oversight

of

the

Liquidity

Program

to

a

Liquidity

Risk

Committee

(LRC),

which

is

a

cross-functional

committee

composed

of

personnel

from

multiple

departments

within

the

Adviser.

The

Liquidity

Program’s

principal

objectives

include

supporting

the

T.

Rowe

Price

funds’

compliance

with

limits

on

investments

in

illiquid

assets

and

mitigating

the

risk

that

the

fund

will

be

unable

to

timely

meet

its

redemption

obligations.

The

Liquidity

Program

also

includes

a

number

of

elements

that

support

the

management

and

assessment

of

liquidity

risk,

including

an

annual

assessment

of

factors

that

influence

the

fund’s

liquidity

and

the

periodic

classification

and

reclassification

of

a

fund’s

investments

into

categories

that

reflect

the

LRC’s

assessment

of

their

relative

liquidity

under

current

market

conditions.

Under

the

Liquidity

Program,

every

investment

held

by

the

fund

is

classified

at

least

monthly

into

one

of

four

liquidity

categories

based

on

estimations

of

the

investment’s

ability

to

be

sold

during

designated

time

frames

in

current

market

conditions

without

significantly

changing

the

investment’s

market

value.

As

required

by

the

Liquidity

Rule,

at

a

meeting

held

on

July

25,

2022,

the

Board

was

presented

with

an

annual

assessment

prepared

by

the

LRC,

on

behalf

of

the

Adviser,

that

addressed

the

operation

of

the

Liquidity

Program

and

assessed

its

adequacy

and

effectiveness

of

implementation,

including

any

material

changes

to

the

Liquidity

Program

and

the

determination

of

each

fund’s

Highly

Liquid

Investment

Minimum

(HLIM).

The

annual

assessment

included

consideration

of

the

following

factors,

as

applicable:

the

fund’s

investment

strategy

and

liquidity

of

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

including

whether

the

investment

strategy

is

appropriate

for

an

open-end

fund,

the

extent

to

which

the

strategy

involves

a

relatively

concentrated

portfolio

or

large

positions

in

particular

issuers,

and

the

use

of

borrowings

for

investment

purposes

and

derivatives;

short-term

and

long-term

cash

flow

projections

covering

both

normal

and

reasonably

foreseeable

stressed

conditions;

and

holdings

of

cash

and

cash

equivalents,

as

well

as

available

borrowing

arrangements.

T.

ROWE

PRICE

New

Horizons

Fund

61

For

the

fund

and

other

T.

Rowe

Price

funds,

the

annual

assessment

incorporated

a

report

related

to

a

fund’s

holdings,

shareholder

and

portfolio

concentration,

any

borrowings

during

the

period,

cash

flow

projections,

and

other

relevant

data

for

the

period

of

April

1,

2021,

through

March

31,

2022.

The

report

described

the

methodology

for

classifying

a

fund’s

investments

(including

any

derivative

transactions)

into

one

of

four

liquidity

categories,

as

well

as

the

percentage

of

a

fund’s

investments

assigned

to

each

category.

It

also

explained

the

methodology

for

establishing

a

fund’s

HLIM

and

noted

that

the

LRC

reviews

the

HLIM

assigned

to

each

fund

no

less

frequently

than

annually.

During

the

period

covered

by

the

annual

assessment,

the

LRC

has

concluded,

and

reported

to

the

Board,

that

the

Liquidity

Program

continues

to

operate

adequately

and

effectively

and

is

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk.

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

(continued)

T.

ROWE

PRICE

New

Horizons

Fund

62

ABOUT

THE

FUND'S

DIRECTORS

AND

OFFICERS

Your

fund

is

overseen

by

a

Board

of

Directors

(Board)

that

meets

regularly

to

review

a

wide

variety

of

matters

affecting

or

potentially

affecting

the

fund,

including

performance,

investment

programs,

compliance

matters,

advisory

fees

and

expenses,

service

providers,

and

business

and

regulatory

affairs.

The

Board

elects

the

fund’s

officers,

who

are

listed

in

the

final

table.

The

directors

who

are

also

employees

or

officers

of

T.

Rowe

Price

are

considered

to

be

“interested”

directors

as

defined

in

Section

2(a)(19)

of

the

1940

Act

because

of

their

relationships

with

T.

Rowe

Price

and

its

affiliates.

The

business

address

of

each

director

and

officer

is

100

East

Pratt

Street,

Baltimore,

Maryland

21202.

The

Statement

of

Additional

Information

includes

additional

information

about

the

fund

directors

and

is

available

without

charge

by

calling

a

T.

Rowe

Price

representative

at

1-800-638-5660.

INDEPENDENT

DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Teresa

Bryce

Bazemore

(1959)

2018

[205]

President

and

Chief

Executive

Officer,

Federal

Home

Loan

Bank

of

San

Francisco

(2021

to

present);

President,

Radian

Guaranty

(2008

to

2017);

Chief

Executive

Officer,

Bazemore

Consulting

LLC

(2018

to

2021);

Director,

Chimera

Investment

Corporation

(2017

to

2021);

Director,

First

Industrial

Realty

Trust

(2020

to

present);

Director,

Federal

Home

Loan

Bank

of

Pittsburgh

(2017

to

2019)

Ronald

J.

Daniels

(b)

(1959)

2018

[0]

President,

The

Johns

Hopkins

University

and

Professor,

Political

Science

Department,

The

Johns

Hopkins

University

(2009

to

present);

Director,

Lyndhurst

Holdings

(2015

to

present);

Director,

BridgeBio

Pharma,

Inc.

(2020

to

present)

Bruce

W.

Duncan

(1951)

2013

[205]

President,

Chief

Executive

Officer,

and

Director,

CyrusOne,

Inc.

(2020

to

2021);

Chief

Executive

Officer

and

Director

(2009

to

2016),

Chair

of

the

Board

(2016

to

2020),

and

President

(2009

to

2016),

First

Industrial

Realty

Trust,

owner

and

operator

of

industrial

properties;

Chair

of

the

Board

(2005

to

2016)

and

Director

(1999

to

2016),

Starwood

Hotels

&

Resorts,

a

hotel

and

leisure

company;

Member,

Investment

Company

Institute

Board

of

Governors

(2017

to

2019);

Member,

Independent

Directors

Council

Governing

Board

(2017

to

2019);

Senior

Advisor,

KKR

(2018

to

present);

Director,

Boston

Properties

(2016

to

present);

Director,

Marriott

International,

Inc.

(2016

to

2020)

Robert

J.

Gerrard,

Jr.

(1952)

2012

[205]

Advisory

Board

Member,

Pipeline

Crisis/Winning

Strategies,

a

collaborative

working

to

improve

opportunities

for

young

African

Americans

(1997

to

2016);

Chair

of

the

Board,

all

funds

(July

2018

to

present)

T.

ROWE

PRICE

New

Horizons

Fund

63

INTERESTED  DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Paul

F.

McBride

(1956)

2013

[205]

Advisory

Board

Member,

Vizzia

Technologies

(2015

to

present);

Board

Member,

Dunbar

Armored

(2012

to

2018)

Kellye

L.

Walker

(c)

(1966)

2021

[205]

Executive

Vice

President

and

Chief

Legal

Officer,

Eastman

Chemical

Company

(April

2020

to

present);

Executive

Vice

President

and

Chief

Legal

Officer,

Huntington

Ingalls

Industries,

Inc.

(January

2015

to

March

2020);

Director,

Lincoln

Electric

Company

(October

2020

to

present)

(a)

All

information

about

the

independent

directors

was

current

as

of

December

31,

2021,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

(b)

Effective

April

27,

2022,

Mr.

Daniels

resigned

from

his

role

as

an

independent

director

of

the

Price

Funds.

(c)

Effective

November

8,

2021,

Ms.

Walker

was

appointed

as

an

independent

director

of

the

Price

Funds.

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

David

Oestreicher

(1967)

2018

[205]

Director,

Vice

President,

and

Secretary,

T.

Rowe

Price,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.;

Director

and

Secretary,

T.

Rowe

Price

Investment

Management,

Inc.

(Price

Investment

Management);

Vice

President

and

Secretary,

T.

Rowe

Price

International

(Price

International);

Vice

President,

T.

Rowe

Price

Hong

Kong

(Price

Hong

Kong),

T. Rowe

Price

Japan

(Price

Japan),

and

T.

Rowe

Price

Singapore

(Price

Singapore);

General

Counsel,

Vice

President,

and

Secretary,

T.

Rowe

Price

Group,

Inc.;

Chair

of

the

Board,

Chief

Executive

Officer,

President,

and

Secretary,

T.

Rowe

Price

Trust

Company;

Principal

Executive

Officer

and

Executive

Vice

President,

all

funds

Robert

W.

Sharps,

CFA,

CPA

(b)

(1971)

2017

[0]

Director

and

Vice

President,

T.

Rowe

Price;

Director,

Price

Investment

Management;

Chief

Executive

Officer

and

President,

T.

Rowe

Price

Group,

Inc.;

Vice

President,

T.

Rowe

Price

Trust

Company

INDEPENDENT

DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

New

Horizons

Fund

64

OFFICERS

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Eric

L.

Veiel,

CFA

(1972)

2022

[205]

Director

and

Vice

President,

T.

Rowe

Price;

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

(a)

All

information

about

the

interested

directors

was

current

as

of

January

1,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

(b)

Effective

February

3,

2022,

Mr.

Sharps

resigned

from

his

role

as

an

interested

director

of

the

Price

Funds.

Name

(Year

of

Birth)

Position

Held

With

New

Horizons

Fund

Principal

Occupation(s) 

Ziad

Bakri,

M.D.,

CFA

(1980)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Harishankar

Balkrishna

(1983)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Christina

Brathwaite

(1989)

Vice

President

Employee,

T.

Rowe

Price;

formerly,

Analyst,

JP

Morgan

Securities

(to

2019)

Armando

(Dino)

Capasso

(1974)

Chief

Compliance

Officer

Chief

Compliance

Officer

and

Vice

President,

T.

Rowe

Price

and

Price

Investment

Management;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

formerly,

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

AST

Investment

Services,

Inc.

(ASTIS)

(to

2022);

Chief

Compliance

Officer,

PGIM

Retail

Funds

complex

and

Prudential

Insurance

Funds

(to

2022);

Vice

President

and

Deputy

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

ASTIS

(to

2019);

Senior

Vice

President

and

Senior

Counsel,

Pacific

Investment

Management

Company

LLC

(to

2017) 

Christopher

W.

Carlson

(1967)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Shaun

M.

Currie

(1986)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

INTERESTED  DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

New

Horizons

Fund

65

Name

(Year

of

Birth)

Position

Held

With

New

Horizons

Fund

Principal

Occupation(s) 

Gregory

Dunham,

CFA

(1974)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group

Alan

S.

Dupski,

CPA

(1982)

Principal

Financial

Officer,

Vice

President,

and

Treasurer

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Jon

Michael Friar

(1982)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Gary

J.

Greb

(1961)

Vice

President

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

Price

International,

and

T.

Rowe

Price

Trust

Company

Cheryl

Hampton,

CPA

(1969)

Vice

President

Vice

President,

T.

Rowe

Price;

formerly,

Tax

Director,

Invesco

Ltd.

(to

2021);

Vice

President,

Oppenheimer

Funds,

Inc.

(to

2019)

Nabil

Hanano,

CFA

(1984)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Benjamin

Kersse,

CPA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

Paul

J.

Krug,

CPA

(1964)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Ross

MacMillan

(1970)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.;

formerly,

Managing

Director,

RBC

Capital

Markets

(to

2019)

Maria

Aimee

Muller

(1986)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Dante

Pearson

(1990)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Fran

M.

Pollack-Matz

(1961)

Vice

President

and

Secretary 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Investment

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.

Shannon

H.

Rauser

(1987)

Assistant

Secretary 

Assistant

Vice

President,

T.

Rowe

Price

Weijie

(Vivian)

Si

(1983)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Joshua

K.

Spencer,

CFA

(1973)

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Alan

Tu

(1985)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

New

Horizons

Fund

66

Name

(Year

of

Birth)

Position

Held

With

New

Horizons

Fund

Principal

Occupation(s) 

Megan

Warren

(1968)

Vice

President

OFAC

Sanctions

Compliance

Officer

and

Vice

President,

Price

Investment

Management;

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

Rowe

Price

Investment

Services,

Inc.

|

100

East

Pratt

Street

|

Baltimore,

MD

21202-1009

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Brokerage

services

are

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by

T.

Rowe

Price

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Services,

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Brokerage

accounts

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202302-2582736

F42-050

2/23

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

Not applicable.

Item 2.  Code of Ethics.

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

Item 3.  Audit Committee Financial Expert.

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

Item 4.  Principal Accountant Fees and Services.

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

	2022		2021
Audit Fees	$	41,909	$	40,759
Audit-Related Fees		-		-
Tax Fees		-		5,742
All Other Fees		-		-

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

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

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

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

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $2,037,000 and $3,732,000, respectively.

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

Item 5.  Audit Committee of Listed Registrants.

Not applicable.

Item 6.  Investments.

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

(b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

Item 10.  Submission of Matters to a Vote of Security Holders.

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

Item 11.  Controls and Procedures.

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

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

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

Not applicable.

Item 13.  Exhibits.

(a)(1) The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is attached.

    (2) Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.

    (3) Written solicitation to repurchase securities issued by closed-end companies: not applicable.

(b) A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section  906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

SIGNATURES

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

T. Rowe Price New Horizons Fund, Inc.
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 21, 2023

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

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 21, 2023
By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	February 21, 2023