T.
ROWE
PRICE
Small-Cap
Value
Fund
September
30,
2023
(Unaudited)
1
Portfolio
of
Investments
‡
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
COMMON
STOCKS
95.7%
COMMUNICATION
SERVICES
1.2%
Diversified
Telecommunication
Services
0.1%
Frontier
Communications
Parent (1)
768,100
12,021
GCI
Liberty,
EC (2)
399,039
—
12,021
Media
1.1%
Advantage
Solutions (1)(3)
6,256,323
17,768
Advantage
Solutions,
Warrants,
12/31/26,
11.50% (1)
400,000
86
Boston
Omaha,
Class
A (1)
462,858
7,586
New
York
Times,
Class
A
1,780,600
73,361
Nexstar
Media
Group
59,900
8,588
Saga
Communications,
Class
A
120,754
2,591
109,980
Total
Communication
Services
122,001
CONSUMER
DISCRETIONARY
9.5%
Automobile
Components
1.2%
Dorman
Products (1)
615,433
46,625
LCI
Industries
332,641
39,059
Strattec
Security (1)(4)
309,006
7,138
Visteon (1)
174,746
24,127
116,949
Broadline
Retail
0.2%
Kohl's
725,600
15,209
Savers
Value
Village (1)
400,817
7,483
22,692
Distributors
0.1%
Pool
Corp (3)
29,363
10,456
10,456
Diversified
Consumer
Services
1.0%
Clear
Secure,
Class
A (3)
386,643
7,361
Strategic
Education
1,185,312
89,195
96,556
Hotels,
Restaurants
&
Leisure
2.5%
BJ's
Restaurants (1)
685,437
16,080
Cava
Group (1)(3)
40,387
1,237
Cava
Group,
Acquisition
Date:
6/23/20
-
3/26/21,
Cost $25,570 (1)
(5)
2,587,428
79,253
Dutch
Bros,
Class
A (1)(3)
780,881
18,156
Marriott
Vacations
Worldwide (3)
357,556
35,981
Papa
John's
International (3)
857,981
58,532
T.
ROWE
PRICE
Small-Cap
Value
Fund
2
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
SeaWorld
Entertainment (1)
87,700
4,056
Torchys
Holdings,
Class
A,
Acquisition
Date:
11/13/20,
Cost $12,311 (1)(2)(5)(6)
1,439,856
7,804
Wyndham
Hotels
&
Resorts
290,500
20,201
241,300
Household
Durables
1.2%
Cavco
Industries (1)
84,698
22,501
Meritage
Homes
755,690
92,489
114,990
Leisure
Products
0.1%
Peloton
Interactive,
Class
A (1)
2,004,000
10,120
Rad
Power
Bikes,
Class
A,
Acquisition
Date:
1/22/21,
Cost $5,494 (1)(2)(5)
1,138,910
444
10,564
Specialty
Retail
2.2%
Academy
Sports
&
Outdoors
288,900
13,656
Asbury
Automotive
Group (1)
166,100
38,215
Caleres (3)
1,239,100
35,636
Farfetch,
Class
A (1)(3)
1,643,300
3,434
Floor
&
Decor
Holdings,
Class
A (1)
169,700
15,358
Framebridge,
EC,
Acquisition
Date:
5/19/20,
Cost $908 (1)(2)(5)
907,892
409
Group
1
Automotive
155,700
41,838
Monro
1,477,666
41,035
Petco
Health
&
Wellness (1)(3)
3,120,937
12,765
Rent
the
Runway,
Class
A (1)(3)
2,971,565
2,022
RH (1)(3)
27,900
7,376
211,744
Textiles,
Apparel
&
Luxury
Goods
1.0%
Bombas,
Acquisition
Date:
2/12/21,
Cost $14,601 (1)(2)(5)
3,303,766
9,581
Figs,
Class
A (1)(3)
5,157,617
30,430
Oxford
Industries
100,200
9,632
Steven
Madden
1,447,040
45,973
95,616
Total
Consumer
Discretionary
920,867
CONSUMER
STAPLES
2.0%
Beverages
0.5%
Boston
Beer,
Class
A (1)
25,966
10,115
Coca-Cola
Consolidated
63,874
40,644
50,759
Food
Products
1.4%
Farmers
Business
Network,
Warrants,
9/29/33,
Acquisition
Date:
9/29/23,
Cost $— (1)(2)(4)(5)
10,691,000
—
T.
ROWE
PRICE
Small-Cap
Value
Fund
3
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Nomad
Foods (1)
3,652,900
55,597
Post
Holdings (1)
530,730
45,505
Simply
Good
Foods (1)
1,050,381
36,259
137,361
Personal
Care
Products
0.1%
Oddity
Tech,
Class
A (1)
167,373
4,745
4,745
Total
Consumer
Staples
192,865
ENERGY
9.5%
Energy
Equipment
&
Services
4.9%
Cactus,
Class
A
1,411,829
70,888
ChampionX
2,440,062
86,915
Enerflex
(CAD)
7,484,329
42,980
Energy
Reservoir
Holdings,
Class
A-1,
Acquisition
Date:
4/30/19,
Cost $20,875 (1)(2)(4)(5)(6)
20,874,541
9,394
Expro
Group
Holdings (1)
2,809,309
65,260
Liberty
Energy,
Class
A
2,479,799
45,926
Ranger
Energy
Services (4)
1,506,360
21,360
TechnipFMC
6,436,293
130,914
473,637
Oil,
Gas
&
Consumable
Fuels
4.6%
Advantage
Energy
(CAD) (1)(3)
4,268,347
29,131
CONSOL
Energy
239,000
25,074
International
Seaways
246,672
11,100
Magnolia
Oil
&
Gas,
Class
A
2,555,065
58,537
Matador
Resources
2,710,651
161,230
Permian
Resources (3)
1,289,000
17,994
Range
Resources
2,375,700
76,996
REX
American
Resources (1)
296,671
12,081
Southwestern
Energy (1)
7,742,700
49,940
442,083
Total
Energy
915,720
FINANCIALS
25.7%
Banks
15.9%
BankUnited
3,264,258
74,099
Blue
Foundry
Bancorp (1)(3)
895,352
7,494
Cathay
General
Bancorp
634,700
22,062
Coastal
Financial (1)
562,416
24,133
Columbia
Banking
System
3,107,762
63,088
Columbia
Financial (1)(3)
1,061,010
16,668
CRB
Group,
Acquisition
Date:
4/14/22,
Cost $3,215 (1)(2)(5)
30,579
2,366
CrossFirst
Bankshares,
Class
A (1)
2,041,705
20,601
T.
ROWE
PRICE
Small-Cap
Value
Fund
4
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Dogwood
State
Bank,
Non-Voting
Shares,
Acquisition
Date:
5/6/19,
Cost $2,923 (1)(2)(4)(5)
292,336
5,847
Dogwood
State
Bank,
Voting
Shares,
Acquisition
Date:
5/6/19,
Cost $1,436 (1)(2)(4)(5)
143,582
2,872
Dogwood
State
Bank,
Warrants,
5/6/24,
Acquisition
Date:
5/6/19,
Cost $— (1)(2)(4)(5)
43,592
454
East
West
Bancorp
1,146,775
60,446
Eastern
Bankshares
6,014,308
75,419
Farmers
&
Merchants
Bank
of
Long
Beach
2,471
12,004
FB
Financial
1,522,823
43,187
First
Bancshares
699,581
18,868
FS
Bancorp (4)
669,358
19,746
Grasshopper
Bancorp,
Acquisition
Date:
10/12/18
-
5/2/19,
Cost $5,034 (1)(2)(5)
503,404
1,213
Grasshopper
Bancorp,
Warrants,
10/12/28,
Acquisition
Date:
10/12/18,
Cost $— (1)(2)(5)
100,220
16
HarborOne
Bancorp
2,722,273
25,916
Home
BancShares
3,404,251
71,285
Independent
Bank
139,195
6,833
Independent
Bank
Group
777,812
30,762
John
Marshall
Bancorp (4)
1,054,888
18,830
Kearny
Financial
2,514,955
17,429
Live
Oak
Bancshares (4)
2,477,536
71,725
Metropolitan
Bank
Holding (1)(4)
555,423
20,151
National
Bank
Holdings,
Class
A (4)
1,953,065
58,123
Origin
Bancorp
901,449
26,025
Pacific
Premier
Bancorp
1,186,773
25,824
Pinnacle
Financial
Partners
1,519,334
101,856
Ponce
Financial
Group (1)(3)
1,767,877
13,825
Popular
1,284,936
80,964
Preferred
Bank (4)
918,209
57,158
Provident
Bancorp (1)
1,177,607
11,411
Sandy
Spring
Bancorp
1,570,937
33,665
Southern
First
Bancshares (1)(3)(4)
453,822
12,226
SouthState
1,342,537
90,433
Texas
Capital
Bancshares (1)
1,138,138
67,036
Towne
Bank
2,431,052
55,744
Veritex
Holdings
1,265,390
22,714
Webster
Financial
952,987
38,415
Western
Alliance
Bancorp
1,119,307
51,455
WSFS
Financial
1,511,428
55,167
1,535,555
Capital
Markets
2.3%
AssetMark
Financial
Holdings (1)
1,090,784
27,357
Houlihan
Lokey
834,323
89,373
T.
ROWE
PRICE
Small-Cap
Value
Fund
5
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Main
Street
Capital (3)
325,032
13,206
OTC
Markets
Group,
Class
A
410,654
21,929
StepStone
Group,
Class
A
532,975
16,831
Virtus
Investment
Partners
268,052
54,144
222,840
Consumer
Finance
1.1%
Green
Dot,
Class
A (1)
2,435,698
33,929
NerdWallet,
Class
A (1)
1,334,178
11,861
PRA
Group (1)
921,098
17,694
PROG
Holdings (1)
1,334,284
44,312
107,796
Financial
Services
2.8%
PennyMac
Financial
Services
1,526,594
101,671
Radian
Group
3,692,476
92,718
Stash
Financial,
Acquisition
Date:
1/6/21
-
1/26/21,
Cost $1,244 (1)(2)(4)(5)
38,630
440
Voya
Financial
365,800
24,308
Walker
&
Dunlop
677,760
50,317
269,454
Insurance
2.4%
BRP
Group,
Class
A (1)(3)
399,926
9,290
Coalition,
Acquisition
Date:
9/13/21,
Cost $357 (1)(2)(5)
21,587
364
First
American
Financial
568,169
32,096
Hagerty,
Warrants,
12/1/26,
11.50% (1)
257,272
273
James
River
Group
Holdings (4)
2,275,010
34,922
Palomar
Holdings (1)
88,886
4,511
ProAssurance
2,436,727
46,030
Ryan
Specialty
Holdings,
Class
A (1)
1,222,628
59,175
Selective
Insurance
Group
252,026
26,002
Skyward
Specialty
Insurance
Group (1)
248,396
6,796
White
Mountains
Insurance
Group
7,100
10,619
230,078
Mortgage
Real
Estate
Investment
Trusts
1.2%
Hannon
Armstrong
Sustainable
Infrastructure
Capital,
REIT (3)
3,059,195
64,855
PennyMac
Mortgage
Investment
Trust,
REIT
3,731,772
46,274
111,129
Total
Financials
2,476,852
HEALTH
CARE
9.1%
Biotechnology
4.0%
Apellis
Pharmaceuticals (1)(3)
626,425
23,829
Ascendis
Pharma,
ADR (1)
276,200
25,863
Black
Diamond
Therapeutics (1)(3)
1,460,500
4,192
Blueprint
Medicines (1)
505,332
25,378
T.
ROWE
PRICE
Small-Cap
Value
Fund
6
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Cerevel
Therapeutics
Holdings (1)
424,765
9,273
CRISPR
Therapeutics (1)(3)
316,700
14,375
Cytokinetics (1)
329,700
9,713
Denali
Therapeutics (1)
439,138
9,059
Generation
Bio (1)(3)
796,708
3,019
HilleVax (1)(3)
347,762
4,677
Icosavax (1)(3)
1,457,655
11,297
Immatics (1)(3)
425,237
4,924
Insmed (1)
1,963,829
49,587
Ionis
Pharmaceuticals (1)
905,900
41,092
Karuna
Therapeutics (1)
179,630
30,374
Kymera
Therapeutics (1)
633,553
8,806
MacroGenics (1)
1,802,100
8,398
MoonLake
Immunotherapeutics (1)
180,686
10,299
Morphic
Holding (1)(3)
114,500
2,623
MorphoSys,
ADR (1)
1,551,500
10,426
Nkarta (1)(3)
1,164,941
1,619
Prothena (1)
87,413
4,218
Relay
Therapeutics (1)
808,013
6,795
Repare
Therapeutics (1)(3)
615,139
7,431
Replimune
Group (1)
497,429
8,511
Syndax
Pharmaceuticals (1)
643,100
9,338
Verve
Therapeutics (1)(3)
512,929
6,801
Xencor (1)
1,196,358
24,107
Zentalis
Pharmaceuticals (1)
420,785
8,441
384,465
Health
Care
Equipment
&
Supplies
1.7%
Atrion
68,317
28,227
Avanos
Medical (1)
1,015,600
20,535
Embecta
294,771
4,436
Lantheus
Holdings (1)
597,019
41,481
Pax
Labs,
Class
A,
Acquisition
Date:
4/18/19,
Cost $9,910 (1)(2)
(5)
2,631,808
1,053
QuidelOrtho (1)
698,268
51,001
Utah
Medical
Products (4)
223,649
19,234
165,967
Health
Care
Providers
&
Services
2.6%
Agiliti (1)(3)
1,407,463
9,134
Alignment
Healthcare (1)
3,023,610
20,984
Capsule,
Acquisition
Date:
4/7/21,
Cost $3,065 (1)(2)(5)
211,518
620
Ensign
Group
717,472
66,675
Innovage
Holding (1)
3,156,822
18,909
Option
Care
Health (1)
584,843
18,920
Pennant
Group (1)
1,683,162
18,734
T.
ROWE
PRICE
Small-Cap
Value
Fund
7
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Select
Medical
Holdings
3,810,134
96,282
250,258
Health
Care
Technology
0.5%
Certara (1)
452,380
6,577
Multiplan (1)(3)
16,083,400
27,020
Phreesia (1)
913,424
17,063
50,660
Life
Sciences
Tools
&
Services
0.1%
Sotera
Health (1)(3)
313,700
4,699
4,699
Pharmaceuticals
0.2%
Structure
Therapeutics,
ADR (1)(3)
243,200
12,262
Ventyx
Biosciences (1)
274,800
9,544
21,806
Total
Health
Care
877,855
INDUSTRIALS
&
BUSINESS
SERVICES
14.2%
Aerospace
&
Defense
0.3%
Moog,
Class
A
268,600
30,341
30,341
Building
Products
2.4%
CSW
Industrials
335,848
58,854
Insteel
Industries
142,058
4,611
UFP
Industries
1,147,102
117,463
Zurn
Elkay
Water
Solutions
1,730,535
48,490
229,418
Commercial
Services
&
Supplies
1.9%
Aris
Water
Solution,
Class
A (3)
659,449
6,581
Brady,
Class
A
1,196,492
65,711
Casella
Waste
Systems,
Class
A (1)
183,600
14,009
MSA
Safety
201,603
31,783
Tetra
Tech
156,341
23,768
UniFirst
156,200
25,462
VSE
276,422
13,943
181,257
Construction
&
Engineering
0.4%
Valmont
Industries
168,316
40,431
40,431
Electrical
Equipment
0.3%
Thermon
Group
Holdings (1)
1,220,007
33,514
33,514
T.
ROWE
PRICE
Small-Cap
Value
Fund
8
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Ground
Transportation
0.9%
Convoy,
Warrants,
3/15/33,
Acquisition
Date:
3/24/23,
Cost $— (1)
(2)(5)
86,098
—
Landstar
System
486,300
86,046
86,046
Machinery
3.5%
Alamo
Group
234,400
40,518
Blue
Bird (1)
789,261
16,851
Crane
175,800
15,618
Esab
763,871
53,639
ESCO
Technologies
483,487
50,495
Helios
Technologies
918,197
50,941
Hydrofarm
Holdings
Group (1)(3)
536,557
655
John
Bean
Technologies
189,300
19,903
RBC
Bearings (1)(3)
227,051
53,159
Shyft
Group
909,000
13,608
SPX
Technologies (1)
319,700
26,024
341,411
Marine
Transportation
0.2%
Matson
238,507
21,160
21,160
Passenger
Airlines
0.5%
Allegiant
Travel
442,807
34,034
Sun
Country
Airlines
Holdings (1)
1,191,411
17,681
51,715
Professional
Services
1.6%
Checkr,
Acquisition
Date:
6/29/18,
Cost $866 (1)(2)(4)(5)
211,422
1,142
Conduent (1)
6,830,638
23,771
FTI
Consulting (1)
200,377
35,749
Parsons (1)
1,052,860
57,223
Paycor
HCM (1)(3)
1,425,165
32,536
150,421
Trading
Companies
&
Distributors
2.2%
Beacon
Roofing
Supply (1)
1,282,445
98,966
Herc
Holdings
265,910
31,627
McGrath
RentCorp
501,301
50,251
Rush
Enterprises,
Class
A
698,013
28,500
209,344
Total
Industrials
&
Business
Services
1,375,058
T.
ROWE
PRICE
Small-Cap
Value
Fund
9
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
INFORMATION
TECHNOLOGY
5.8%
Communications
Equipment
0.3%
Viavi
Solutions (1)
3,466,800
31,687
31,687
Electronic
Equipment,
Instruments
&
Components
2.8%
Belden
407,366
39,331
Knowles (1)
1,390,000
20,586
Littelfuse
386,434
95,573
Mirion
Technologies (1)
4,557,810
34,047
PAR
Technology (1)(3)
254,500
9,808
Vishay
Intertechnology
894,700
22,117
Vontier
1,526,100
47,187
268,649
IT
Services
0.0%
Themis
Solutions,
Acquisition
Date:
4/14/21,
Cost $3,039 (1)(2)(5)
135,360
2,649
2,649
Semiconductors
&
Semiconductor
Equipment
1.7%
Diodes (1)
254,100
20,033
Entegris
67,918
6,378
Lattice
Semiconductor (1)
313,957
26,978
MACOM
Technology
Solutions
Holdings (1)
678,900
55,385
Onto
Innovation (1)
438,501
55,918
164,692
Software
1.0%
Apiture,
Acquisition
Date:
7/1/20
-
6/30/22,
Cost $8,333 (1)(2)(5)
523,101
8,783
DoubleVerify
Holdings (1)
855,595
23,914
Envestnet (1)
257,346
11,331
Gusto,
Acquisition
Date:
8/18/20
-
11/9/20,
Cost $7,473 (1)(2)(4)
(5)
559,515
8,605
nCino (1)
691,974
22,005
Socure,
Acquisition
Date:
12/22/21,
Cost $2,410 (1)(2)(5)
149,990
823
Workiva (1)
162,136
16,431
91,892
Total
Information
Technology
559,569
MATERIALS
4.8%
Chemicals
1.7%
Element
Solutions
3,421,500
67,096
Hawkins
412,786
24,292
Orion
1,752,591
37,295
Quaker
Chemical
211,000
33,760
162,443
T.
ROWE
PRICE
Small-Cap
Value
Fund
10
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Containers
&
Packaging
0.3%
Myers
Industries
1,730,889
31,035
31,035
Metals
&
Mining
2.2%
Alpha
Metallurgical
Resources
50,900
13,220
Carpenter
Technology
564,365
37,931
Constellium (1)
4,804,885
87,449
Reliance
Steel
&
Aluminum
282,265
74,018
212,618
Paper
&
Forest
Products
0.6%
Clearwater
Paper (1)(4)
1,272,279
46,120
West
Fraser
Timber
(CAD)
133,010
9,656
West
Fraser
Timber (3)
60,900
4,418
60,194
Total
Materials
466,290
REAL
ESTATE
9.6%
Diversified
Real
Estate
Investment
Trusts
0.6%
Essential
Properties
Realty
Trust,
REIT (3)
2,473,823
53,509
53,509
Hotel
&
Resort
Real
Estate
Investment
Trusts
1.1%
Apple
Hospitality,
REIT (3)
3,787,206
58,096
Pebblebrook
Hotel
Trust,
REIT (3)
3,879,000
52,715
110,811
Industrial
Real
Estate
Investment
Trusts
2.0%
EastGroup
Properties,
REIT
494,600
82,366
Terreno
Realty,
REIT
1,954,200
110,998
193,364
Office
Real
Estate
Investment
Trusts
0.2%
IQHQ,
REIT,
Acquisition
Date:
10/30/19
-
8/21/20,
Cost $13,130 (1)(2)(4)(5)
866,287
16,347
16,347
Real
Estate
Management
&
Development
2.2%
FirstService (3)
477,200
69,452
Opendoor
Technologies,
Class
A (1)
4,968,597
13,117
St.
Joe
1,434,368
77,929
Tricon
Residential (3)
6,472,397
47,896
208,394
Residential
Real
Estate
Investment
Trusts
1.0%
Apartment
Investment
&
Management,
Class
A,
REIT (1)
1,715,665
11,667
Centerspace,
REIT (3)
95,100
5,731
Independence
Realty
Trust,
REIT
2,316,800
32,597
T.
ROWE
PRICE
Small-Cap
Value
Fund
11
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
NexPoint
Residential
Trust,
REIT
655,700
21,100
UMH
Properties,
REIT
1,886,300
26,446
97,541
Retail
Real
Estate
Investment
Trusts
1.1%
NETSTREIT,
REIT
3,058,036
47,644
Phillips
Edison,
REIT
302,600
10,150
Saul
Centers,
REIT (4)
1,323,906
46,694
104,488
Specialized
Real
Estate
Investment
Trusts
1.4%
CubeSmart,
REIT
1,594,900
60,814
PotlatchDeltic,
REIT
1,123,746
51,007
Safehold,
REIT (3)
1,580,350
28,130
139,951
Total
Real
Estate
924,405
UTILITIES
4.3%
Electric
Utilities
2.3%
IDACORP
1,046,000
97,958
MGE
Energy
1,149,837
78,775
PNM
Resources
989,075
44,123
220,856
Gas
Utilities
0.9%
Chesapeake
Utilities (3)
310,163
30,319
ONE
Gas
868,882
59,327
89,646
Multi-Utilities
0.4%
Northwestern
Energy
Group
885,084
42,537
42,537
Water
Utilities
0.7%
Artesian
Resources,
Class
A
485,063
20,368
California
Water
Service
Group
740,539
35,035
Middlesex
Water
170,663
11,306
66,709
Total
Utilities
419,748
Total
Common
Stocks
(Cost
$7,138,755)
9,251,230
CONVERTIBLE
BONDS
0.2%
Convoy,
15.00%,
9/30/26,
Acquisition
Date:
3/24/23,
Cost $597 (1)(2)(5)
597,290
597
Farmers
Business
Network,
15.00%,
9/29/25,
Acquisition
Date:
9/29/23,
Cost $10,691 (1)(2)(4)(5)
10,691,000
10,691
T.
ROWE
PRICE
Small-Cap
Value
Fund
12
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Stash
Financial,
5.00%,
3/23/26,
Acquisition
Date:
9/8/23,
Cost $9,400 (1)(2)(4)(5)
9,400,000
9,400
Total
Convertible
Bonds
(Cost
$20,688)
20,688
CONVERTIBLE
PREFERRED
STOCKS
2.8%
CONSUMER
DISCRETIONARY
0.1%
Hotels,
Restaurants
&
Leisure
0.0%
Torchys
Holdings,
Acquisition
Date:
11/13/20,
Cost $2,539 (1)(2)
(5)(6)
282,711
1,532
1,532
Leisure
Products
0.0%
Rad
Power
Bikes,
Series
C,
Acquisition
Date:
1/22/21,
Cost $5,494 (1)(2)(5)
1,138,910
444
Rad
Power
Bikes,
Series
D,
Acquisition
Date:
9/16/21,
Cost $10,332 (1)(2)(5)
1,078,119
421
865
Specialty
Retail
0.1%
1661,
Series
F,
Acquisition
Date:
5/28/21,
Cost $12,383 (1)(2)(5)
2,127,647
2,340
Minted,
Series
E,
Acquisition
Date:
10/30/18,
Cost $5,471 (1)(2)
(4)(5)
406,249
4,546
6,886
Total
Consumer
Discretionary
9,283
CONSUMER
STAPLES
0.1%
Food
Products
0.1%
Farmers
Business
Network,
Series
D,
Acquisition
Date:
11/3/17,
Cost $15,529 (1)(2)(4)(5)
841,026
4,390
Farmers
Business
Network,
Series
E,
Acquisition
Date:
2/11/19,
Cost $3,362 (1)(2)(4)(5)
144,247
753
Farmers
Business
Network,
Series
F,
Acquisition
Date:
7/31/20,
Cost $881 (1)(2)(4)(5)
26,661
139
Total
Consumer
Staples
5,282
FINANCIALS
0.4%
Banks
0.1%
CRB
Group,
Acquisition
Date:
1/28/22,
Cost $11,470 (1)(2)(5)
109,095
8,439
8,439
Financial
Services
0.1%
Stash
Financial,
Series
F,
Acquisition
Date:
4/24/20,
Cost $11,157 (1)(2)(4)(5)
445,224
5,071
Stash
Financial,
Series
G,
Acquisition
Date:
1/26/21,
Cost $12,559 (1)(2)(4)(5)
335,107
3,817
8,888
T.
ROWE
PRICE
Small-Cap
Value
Fund
13
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Insurance
0.2%
Coalition,
Series
E,
Acquisition
Date:
9/7/21,
Cost $21,422 (1)(2)
(5)
1,296,510
21,885
21,885
Total
Financials
39,212
HEALTH
CARE
0.7%
Biotechnology
0.0%
Laronde,
Series
B,
Acquisition
Date:
7/28/21,
Cost $9,269 (1)(2)(5)
331,043
1,390
1,390
Health
Care
Providers
&
Services
0.1%
Capsule,
Series
1-D,
Acquisition
Date:
4/7/21,
Cost $3,065 (1)(2)
(5)
211,518
620
Honor
Technology,
Series
D,
Acquisition
Date:
10/16/20,
Cost $8,981 (1)(2)(4)(5)
3,729,550
4,364
Honor
Technology,
Series
E,
Acquisition
Date:
9/29/21,
Cost $10,347 (1)(2)(4)(5)
3,272,913
3,829
8,813
Life
Sciences
Tools
&
Services
0.6%
Cleerly,
Series
C,
Acquisition
Date:
7/8/22,
Cost $11,917 (1)(2)(4)
(5)
1,011,567
9,074
National
Resilience,
Series
B,
Acquisition
Date:
10/23/20,
Cost $6,453 (1)(2)(5)
472,388
28,688
National
Resilience,
Series
C,
Acquisition
Date:
6/9/21,
Cost $13,636 (1)(2)(5)
307,043
18,647
56,409
Total
Health
Care
66,612
INDUSTRIALS
&
BUSINESS
SERVICES
0.6%
Aerospace
&
Defense
0.2%
ABL
Space
Systems,
Series
B,
Acquisition
Date:
3/24/21,
Cost $14,587 (1)(2)(5)
323,903
10,401
Epirus,
Series
C-2,
Acquisition
Date:
1/28/22,
Cost $14,645 (1)(2)
(4)(5)
2,622,728
13,192
23,593
Electrical
Equipment
0.3%
CELLINK,
Series
D,
Acquisition
Date:
1/20/22,
Cost $12,776 (1)
(2)(4)(5)
613,518
3,019
Tonian
Holdings,
Series
A,
Non-Voting
Shares,
Acquisition
Date:
1/15/21
-
7/20/21,
Cost $8,392 (1)(2)(4)(5)
8,531,194
10,237
Tonian
Holdings,
Series
A,
Voting
Shares,
Acquisition
Date:
1/15/21
-
1/26/22,
Cost $15,325 (1)(2)(4)(5)
15,050,275
18,060
31,316
T.
ROWE
PRICE
Small-Cap
Value
Fund
14
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Ground
Transportation
0.1%
Convoy,
Series
D,
Acquisition
Date:
10/30/19,
Cost $19,800 (1)(2)
(5)
1,462,353
5,835
5,835
Professional
Services
0.0%
Checkr,
Series
C,
Acquisition
Date:
4/10/18,
Cost $4,046 (1)(2)(4)
(5)
889,080
4,801
4,801
Total
Industrials
&
Business
Services
65,545
INFORMATION
TECHNOLOGY
0.6%
IT
Services
0.1%
Themis
Solutions,
Series
AA,
Acquisition
Date:
4/14/21,
Cost $684 (1)(2)(5)
30,470
596
Themis
Solutions,
Series
AB,
Acquisition
Date:
4/14/21,
Cost $68 (1)(2)(5)
3,030
59
Themis
Solutions,
Series
B,
Acquisition
Date:
4/14/21,
Cost $74 (1)(2)(5)
3,310
65
Themis
Solutions,
Series
E,
Acquisition
Date:
4/14/21,
Cost $8,658 (1)(2)(5)
385,620
7,547
8,267
Software
0.5%
Gusto,
Series
B,
Acquisition
Date:
8/18/20,
Cost $1,746 (1)(2)(4)
(5)
129,187
1,987
Gusto,
Series
B-2,
Acquisition
Date:
8/18/20,
Cost $3,259 (1)(2)
(4)(5)
241,168
3,709
Gusto,
Series
C,
Acquisition
Date:
7/16/18,
Cost $5,412 (1)(2)(4)
(5)
711,894
10,949
Gusto,
Series
D,
Acquisition
Date:
7/16/19,
Cost $7,227 (1)(2)(4)
(5)
542,859
8,349
Mesosphere,
Series
D,
Acquisition
Date:
5/4/18,
Cost $13,430 (1)
(2)(4)(5)
1,214,930
753
Nuro,
Series
C,
Acquisition
Date:
10/30/20
-
3/2/21,
Cost $11,195 (1)(2)(5)
857,551
5,317
Nuro,
Series
D,
Acquisition
Date:
10/29/21,
Cost $6,458 (1)(2)(5)
309,802
1,921
SecurityScorecard,
Series
E,
Acquisition
Date:
3/5/21,
Cost $9,505 (1)(2)(4)(5)
1,881,753
9,597
Socure,
Series
A,
Acquisition
Date:
12/22/21,
Cost $2,929 (1)(2)
(5)
182,290
1,001
Socure,
Series
A-1,
Acquisition
Date:
12/22/21,
Cost $2,404 (1)
(2)(5)
149,613
821
Socure,
Series
B,
Acquisition
Date:
12/22/21,
Cost $44 (1)(2)(5)
2,706
15
Socure,
Series
E,
Acquisition
Date:
10/27/21,
Cost $5,572 (1)(2)(5)
346,775
1,904
46,323
Total
Information
Technology
54,590
T.
ROWE
PRICE
Small-Cap
Value
Fund
15
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
MATERIALS
0.3%
Chemicals
0.1%
Sila
Nano,
Series
F,
Acquisition
Date:
1/7/21,
Cost $11,381 (1)(2)
(5)
275,749
5,592
5,592
Metals
&
Mining
0.2%
Kobold
Metals,
Series
B-1,
Acquisition
Date:
1/10/22,
Cost $14,318 (1)(2)(4)(5)
522,347
22,347
22,347
Total
Materials
27,939
Total
Convertible
Preferred
Stocks
(Cost
$370,202)
268,463
CORPORATE
BONDS
0.1%
PRA
Group,
5.00%,
10/1/29 (3)(7)
3,086,000
2,353
PRA
Group,
7.375%,
9/1/25 (3)(7)
7,212,000
7,014
Total
Corporate
Bonds
(Cost
$9,203)
9,367
PREFERRED
STOCKS
0.0%
ENERGY
0.0%
Energy
Equipment
&
Services
0.0%
Energy
Reservoir
Holdings,
Class
A-3,
Acquisition
Date:
11/30/22,
Cost $144 (1)(2)(4)(5)(6)
143,910
144
Energy
Reservoir
Holdings,
Class
A-3,
Acquisition
Date:
5/3/21
-
9/29/21,
Cost $1,287 (1)(2)(4)(5)(6)
1,286,870
1,364
Total
Energy
1,508
Total
Preferred
Stocks
(Cost
$1,431)
1,508
SHORT-TERM
INVESTMENTS
1.2%
Money
Market
Funds
1.2%
T.
Rowe
Price
Government
Reserve
Fund,
5.40% (4)(8)
113,890,822
113,891
Total
Short-Term
Investments
(Cost
$113,891)
113,891
T.
ROWE
PRICE
Small-Cap
Value
Fund
16
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
SECURITIES
LENDING
COLLATERAL
1.0%
INVESTMENTS
IN
A
POOLED
ACCOUNT
THROUGH
SECURITIES
LENDING
PROGRAM
WITH
JPMORGAN
CHASE
BANK
0.0%
Money
Market
Funds
0.0%
T.
Rowe
Price
Government
Reserve
Fund,
5.40% (4)(8)
1,452,320
1,452
Total
Investments
in
a
Pooled
Account
through
Securities
Lending
Program
with
JPMorgan
Chase
Bank
1,452
INVESTMENTS
IN
A
POOLED
ACCOUNT
THROUGH
SECURITIES
LENDING
PROGRAM
WITH
STATE
STREET
BANK
AND
TRUST
COMPANY
1.0%
Money
Market
Funds
1.0%
T.
Rowe
Price
Government
Reserve
Fund,
5.40% (4)(8)
94,648,503
94,649
Total
Investments
in
a
Pooled
Account
through
Securities
Lending
Program
with
State
Street
Bank
and
Trust
Company
94,649
Total
Securities
Lending
Collateral
(Cost
$96,101)
96,101
Total
Investments
in
Securities
101.0%
(Cost
$7,750,271)
$
9,761,248
Other
Assets
Less
Liabilities
(1.0)%
(97,522)
Net
Assets
100.0%
$
9,663,726
‡
Shares/Par
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
Non-income
producing
(2)
Level
3
in
fair
value
hierarchy.
(3)
All
or
a
portion
of
this
security
is
on
loan
at
September
30,
2023.
(4)
Affiliated
Companies
(5)
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
$451,138
and
represents
4.7%
of
net
assets.
(6)
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.
(7)
Security
was
purchased
pursuant
to
Rule
144A
under
the
Securities
Act
of
1933
and
may
be
resold
in
transactions
exempt
from
registration
only
to
qualified
institutional
buyers.
Total
value
of
such
securities
at
period-end
amounts
to
$9,367
and
represents
0.1%
of
net
assets.
(8)
Seven-day
yield
T.
ROWE
PRICE
Small-Cap
Value
Fund
17
ADR
American
Depositary
Receipts
CAD
Canadian
Dollar
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.
REIT
A
domestic
Real
Estate
Investment
Trust
whose
distributions
pass-through
with
original
tax
character
to
the
shareholder
T.
ROWE
PRICE
Small-Cap
Value
Fund
18
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
nine
months
ended
September
30,
2023.
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
Boston
Omaha,
Class
A
$
3,277
$
(13,944)
$
—
CELLINK,
Series
D
—
(9,757)
—
Checkr
—
(486)
—
Checkr,
Series
C
—
(2,045)
—
Clearwater
Paper
205
(1,852)
—
Cleerly,
Series
C
—
(2,843)
—
Dogwood
State
Bank,
Non-Voting
Shares
—
585
—
Dogwood
State
Bank,
Voting
Shares
—
288
—
Dogwood
State
Bank,
Warrants,
5/6/24
—
102
—
Energy
Reservoir
Holdings,
Class
A-1
—
—
—
Energy
Reservoir
Holdings,
Class
A-3
—
—
—
Energy
Reservoir
Holdings,
Class
A-3
—
—
—
Epirus,
Series
C-2
—
(1,453)
—
Farmers
Business
Network,
15.00%,
9/29/25
—
—
9
Farmers
Business
Network,
Warrants,
9/29/33
—
—
—
Farmers
Business
Network,
Series
D
—
(37,686)
—
Farmers
Business
Network,
Series
E
—
(6,464)
—
Farmers
Business
Network,
Series
F
—
(1,195)
—
FS
Bancorp
73
(2,467)
485
Gusto
—
(1,931)
—
Gusto,
Series
B
—
(446)
—
Gusto,
Series
B-2
—
(832)
—
Gusto,
Series
C
—
(2,456)
—
Gusto,
Series
D
—
(1,873)
—
Honor
Technology,
Series
D
—
(4,214)
—
Honor
Technology,
Series
E
—
(3,699)
—
IQHQ,
REIT
—
(7,909)
—
James
River
Group
Holdings
(16)
(12,236)
667
John
Marshall
Bancorp
54
(10,975)
233
Kobold
Metals,
Series
B-1
—
8,029
—
Live
Oak
Bancshares
233
(3,302)
223
Mesosphere,
Series
D
—
—
—
Metropolitan
Bank
Holding
29
(10,911)
—
Minted,
Series
E
—
(958)
—
T.
ROWE
PRICE
Small-Cap
Value
Fund
19
AFFILIATED
COMPANIES
(CONTINUED)
($000s)
Affiliate
Net
Realized
Gain
(Loss)
Change
in
Net
Unrealized
Gain/Loss
Investment
Income
Myers
Industries
$
1,236
$
(8,222)
$
702
National
Bank
Holdings,
Class
A
201
(23,970)
1,493
Preferred
Bank
279
(5,996)
1,299
Ranger
Energy
Services
(443)
5,394
80
Saul
Centers,
REIT
113
(5,946)
4,687
SecurityScorecard,
Series
E
—
414
—
Southern
First
Bancshares
18
(8,573)
—
Stash
Financial
—
(913)
—
Stash
Financial,
5.00%,
3/23/26
—
—
30
Stash
Financial,
Series
F
—
(10,516)
—
Stash
Financial,
Series
G
—
(7,915)
—
Strategic
Education
(10)
(3,289)
2,137
Strattec
Security
(184)
1,010
—
Tonian
Holdings,
Series
A,
Non-Voting
Shares
—
—
—
Tonian
Holdings,
Series
A,
Voting
Shares
—
—
—
Utah
Medical
Products
(223)
(3,047)
208
T.
Rowe
Price
Government
Reserve
Fund,
5.40%
—
—
6,401++
Affiliates
not
held
at
period
end
(117,644)
160,999
273
Totals
$
(112,802)#
$
(43,500)
$
18,927+
T.
ROWE
PRICE
Small-Cap
Value
Fund
20
AFFILIATED
COMPANIES
(CONTINUED)
($000s)
Supplementary
Investment
Schedule
Affiliate
Value
12/31/22
Purchase
Cost
Sales
Cost
Value
09/30/23
AgroFresh
Solutions
$
15,110
$
—
$
30,268
$
—
American
Public
Education
13,349
—
26,556
—
Boston
Omaha,
Class
A
46,970
47
25,487
*
CELLINK,
Series
D
*
—
—
3,019
Checkr
*
—
—
1,142
Checkr,
Series
C
*
—
—
4,801
CIRCOR
International
39,650
56
51,973
—
Clearwater
Paper
38,800
9,213
41
46,120
Cleerly,
Series
C
*
—
—
9,074
Dogwood
State
Bank,
Non-
Voting
Shares
*
—
—
5,847
Dogwood
State
Bank,
Voting
Shares
*
—
—
2,872
Dogwood
State
Bank,
Warrants,
5/6/24
*
—
—
454
Energy
Reservoir
Holdings,
Class
A-1
9,394
—
—
9,394
Energy
Reservoir
Holdings,
Class
A-3
1,364
—
—
1,364
Energy
Reservoir
Holdings,
Class
A-3
144
—
—
144
Epirus,
Series
C-2
*
—
—
13,192
Farmers
Business
Network,
15.00%,
9/29/25
—
10,691
—
10,691
Farmers
Business
Network,
Warrants,
9/29/33
—
—
—
—
Farmers
Business
Network,
Series
D
*
—
—
4,390
Farmers
Business
Network,
Series
E
*
—
—
753
Farmers
Business
Network,
Series
F
*
—
—
139
FS
Bancorp
19,136
3,127
50
19,746
Gusto
*
—
—
8,605
Gusto,
Series
B
*
—
—
1,987
Gusto,
Series
B-2
*
—
—
3,709
Gusto,
Series
C
*
—
—
10,949
Gusto,
Series
D
*
—
—
8,349
Honor
Technology,
Series
D
*
—
—
4,364
Honor
Technology,
Series
E
*
—
—
3,829
T.
ROWE
PRICE
Small-Cap
Value
Fund
21
AFFILIATED
COMPANIES
(CONTINUED)
($000s)
Supplementary
Investment
Schedule
Affiliate
Value
12/31/22
Purchase
Cost
Sales
Cost
Value
09/30/23
Horizon
Global
$
1,255
$
—
$
23,858
$
—
IQHQ,
REIT
*
—
—
16,347
James
River
Group
Holdings
47,754
93
689
34,922
John
Marshall
Bancorp
28,820
1,065
80
18,830
Kobold
Metals,
Series
B-1
*
—
—
22,347
Live
Oak
Bancshares
75,105
130
208
71,725
LL
Flooring
Holdings
12,969
—
38,766
—
Mesosphere,
Series
D
*
—
—
753
Metropolitan
Bank
Holding
*
7,059
112
20,151
Minted,
Series
E
*
—
—
4,546
Myers
Industries
45,660
72
6,475
*
National
Bank
Holdings,
Class
A
80,117
2,187
211
58,123
Preferred
Bank
53,839
9,353
38
57,158
Ranger
Energy
Services
29,835
63
13,932
21,360
RGC
Resources
12,676
19
13,081
—
Saul
Centers,
REIT
54,068
97
1,525
46,694
SecurityScorecard,
Series
E
*
—
—
9,597
Southern
First
Bancshares
20,845
25
71
12,226
Stash
Financial
*
—
—
440
Stash
Financial,
5.00%,
3/23/26
—
9,400
—
9,400
Stash
Financial,
Series
F
*
—
—
5,071
Stash
Financial,
Series
G
*
—
—
3,817
Strategic
Education
95,042
1,338
3,896
*
Strattec
Security
7,164
14
1,050
7,138
Tonian
Holdings,
Series
A,
Non-
Voting
Shares
10,237
—
—
10,237
Tonian
Holdings,
Series
A,
Voting
Shares
18,060
—
—
18,060
Triumph
Group
58,424
115
125,812
—
Triumph
Group,
Warrants,
12/19/23,
12.35%
1,116
—
—
—
U.S.
Xpress
Enterprises,
Class
A
3,467
1
8,892
—
Utah
Medical
Products
24,250
318
2,287
19,234
T.
Rowe
Price
Government
Reserve
Fund,
5.40%
267,249
¤
¤
209,992
Total
$
853,102^
T.
ROWE
PRICE
Small-Cap
Value
Fund
22
The
accompanying
notes
are
an
integral
part
of
this
Portfolio
of
Investments.
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
++
Excludes
earnings
on
securities
lending
collateral,
which
are
subject
to
rebates
and
fees.
+
Investment
income
comprised
$18,888
of
dividend
income
and
$39
of
interest
income.
¤
Purchase
and
sale
information
not
shown
for
cash
management
funds.
^
The
cost
basis
of
investments
in
affiliated
companies
was
$852,920.
*
On
the
date
indicated,
issuer
was
held
but
not
considered
an
affiliated
company.
T.
ROWE
PRICE
Small-Cap
Value
Fund
Unaudited
Notes
to
Portfolio
of
Investments
23
T.
Rowe
Price
Small-Cap
Value
Fund,
Inc. (the
fund) is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act)
as
an
open-end
management
investment
company
and
follows
accounting
and
reporting
guidance
of
the
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946.
The
accompanying
Portfolio
of
Investments
was
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(GAAP).
For
additional
information
on
the
fund’s
significant
accounting
policies
and
investment
related
disclosures,
please
refer
to
the
fund’s most
recent
semiannual
or
annual
shareholder
report
and
its
prospectus.
VALUATION
Fair
Value
The
fund’s
financial
instruments
are
valued
at
the
close
of
the
New
York
Stock
Exchange
(NYSE),
normally
4
p.m.
ET,
each
day
the
NYSE
is
open
for
business,
and
are
reported
at
fair
value,
which
GAAP
defines
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date. The fund’s
Board
of
Directors
(the
Board)
has
designated
T.
Rowe
Price
Associates,
Inc.
as
the
fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation
risks;
establishes
and
applies
fair
value
methodologies;
tests
fair
value
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee. The
Valuation
Designee provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1
–
quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
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)
T.
ROWE
PRICE
Small-Cap
Value
Fund
24
Observable
inputs
are
developed
using
market
data,
such
as
publicly
available
information
about
actual
events
or
transactions,
and
reflect
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
Unobservable
inputs
are
those
for
which
market
data
are
not
available
and
are
developed
using
the
best
information
available
about
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
GAAP
requires
valuation
techniques
to
maximize
the
use
of
relevant
observable
inputs
and
minimize
the
use
of
unobservable
inputs.
When
multiple
inputs
are
used
to
derive
fair
value,
the
financial
instrument
is
assigned
to
the
level
within
the
fair
value
hierarchy
based
on
the
lowest-level
input
that
is
significant
to
the
fair
value
of
the
financial
instrument.
Input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level
but
rather
the
degree
of
judgment
used
in
determining
those
values.
Valuation
Techniques
Equity
securities,
including
exchange-traded
funds, listed
or
regularly
traded
on
a
securities
exchange
or
in
the
over-the-counter
(OTC)
market
are
valued
at
the
last
quoted
sale
price
or,
for
certain
markets,
the
official
closing
price
at
the
time
the
valuations
are
made.
OTC
Bulletin
Board
securities
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices.
A
security
that
is
listed
or
traded
on
more
than
one
exchange
is
valued
at
the
quotation
on
the
exchange
determined
to
be
the
primary
market
for
such
security.
Listed
securities
not
traded
on
a
particular
day
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices
for
domestic
securities
and
the
last
quoted
sale
or
closing
price
for
international
securities.
The
last
quoted
prices
of
non-U.S.
equity
securities
may
be
adjusted
to
reflect
the
fair
value
of
such
securities
at
the
close
of
the
NYSE,
if
the Valuation
Designee
determines
that
developments
between
the
close
of
a
foreign
market
and
the
close
of
the
NYSE
will
affect
the
value
of
some
or
all
of its 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
T.
ROWE
PRICE
Small-Cap
Value
Fund
25
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
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.
Investments
in
mutual
funds
are
valued
at
the
mutual
fund’s
closing
NAV
per
share
on
the
day
of
valuation.
Investments
for
which
market
quotations are
not
readily
available
or
deemed
unreliable
are
valued
at
fair
value
as
determined
in
good
faith
by
the
Valuation
Designee.
The
Valuation
Designee
has
adopted
methodologies
for
determining
the
fair
value
of
investments
for
which
market
quotations
are
not
readily
available
or
deemed
unreliable,
including
the
use
of
other
pricing
sources.
Factors
used
in
determining
fair
value
vary
by
type
of
investment
and
may
include
market
or
investment
specific
considerations.
The
Valuation
Designee typically
will
afford
greatest
weight
to
actual
prices
in
arm’s
length
transactions,
to
the
extent
they
represent
orderly
transactions
between
market
participants,
transaction
information
can
be
reliably
obtained,
and
prices
are
deemed
representative
of
fair
value.
However,
the
Valuation
Designee may
also
consider
other
valuation
methods
such
as
market-based
valuation
multiples;
a
discount
or
premium
from
market
value
of
a
similar,
freely
traded
security
of
the
same
issuer;
discounted
cash
flows;
yield
to
maturity;
or
some
combination.
Fair
value
determinations
are
reviewed
on
a
regular
basis.
Because
any
fair
value
determination
involves
a
significant
amount
of
judgment,
there
is
a
degree
of
subjectivity
inherent
in
such
pricing
decisions. Fair
value
prices
determined
by
the
Valuation
Designee could
differ
from
those
of
other
market
participants,
and
it
is
possible
that
the
fair
value
determined
for
a
security
may
be
materially
different
from
the
value
that
could
be
realized
upon
the
sale
of
that
security.
T.
ROWE
PRICE
Small-Cap
Value
Fund
26
Valuation
Inputs
The
following
table
summarizes
the
fund’s
financial
instruments,
based
on
the
inputs
used
to
determine
their
fair
values
on
September
30,
2023
(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
period ended
September
30,
2023.
Gain
(loss)
reflects
both
realized
and
change
in
unrealized
gain/
loss
on
Level
3
holdings
during
the
period,
if
any.
The
change
in
unrealized
gain/
loss
on
Level
3
instruments
held
at
September
30,
2023,
totaled $(135,970,000) for
the
period ended
September
30,
2023.
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Corporate
Bonds
$
—
$
9,367
$
—
$
9,367
Common
Stocks
9,008,711
161,293
81,226
9,251,230
Convertible
Bonds
—
—
20,688
20,688
Convertible
Preferred
Stocks
—
—
268,463
268,463
Preferred
Stocks
—
—
1,508
1,508
Short-Term
Investments
113,891
—
—
113,891
Securities
Lending
Collateral
96,101
—
—
96,101
Total
$
9,218,703
$
170,660
$
371,885
$
9,761,248
($000s)
Beginning
Balance
12/31/22
Gain
(Loss)
During
Period
Total
Purchases
Total
Sales
Ending
Balance
9/30/23
Investment
in
Securities
Common
Stocks
$
212,364
$
11,733
$
—
$
(142,871)
$
81,226
Convertible
Bonds
—
—
20,688
—
20,688
Convertible
Preferred
Stocks
422,052
(124,692)
3,065
(31,962)
268,463
Preferred
Stocks
1,508
—
—
—
1,508
Total
$
635,924
$
(112,959)
$
23,753
$
(174,833)
$
371,885
T.
ROWE
PRICE
Small-Cap
Value
Fund
27
In
accordance
with
GAAP,
the
following
table
provides
quantitative
information
about
significant
unobservable
inputs
used
to
determine
the
fair
valuations
of
the
fund’s
Level
3
assets,
by
class
of
financial
instrument.
Because
the
Valuation
Designee considers
a
wide
variety
of
factors
and
inputs,
both
observable
and
unobservable,
in
determining
fair
values,
the
unobservable
inputs
presented
do
not
reflect
all
inputs
significant
to
the
fair
value
determination.
Investments
in
Securities
Value
(000s)
Valuation
Technique(s)+
Significant
Unobservable
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Common
Stocks
$
81,226
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Discount
for
uncertainty
100%
100%
Decrease
Expected
present
value
Discount
rate
for
cost
of
equity
11%
11%
Decrease
Discount
for
lack
of
collectability
50%
50%
Decrease
Timing
of
events
2.08
yrs
2.08
yrs
Decrease
Market
comparable
Premium
for
liquidation
preference
—#
—#
—#
Probability
for
potential
outcome
20%
20%
Increase
Enterprise
value
to
sales
multiple
1.7x
–
9.8x
3.9x
Increase
Sales
growth
rate
10%
–
55%
20%
Increase
Enterprise
value
to
gross
profit
multiple
3.3x
–
13.1x
7.3x
Increase
T.
ROWE
PRICE
Small-Cap
Value
Fund
28
Investments
in
Securities
Value
(000s)
Valuation
Technique(s)+
Significant
Unobservable
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Gross
profit
growth
rate
10%
–
37%
18%
Increase
Enterprise
value
to
EBITDA
multiple
12.9x
–
19.3x
16.9x
Increase
EBITDA
growth
rate
34%
–
125%
91%
Increase
Price
to
tangible
book
value
multiple
0.8x
–
0.9x
0.9x
Increase
Tangible
book
value
growth
rate
14%
14%
Increase
Price-to-
earnings
multiple
8.4x
-
11.9x
10.3x
Increase
Price-to-
earnings
growth
rate
0%
-
85%
43%
Increase
Discount
for
uncertainty
100%
100%
Decrease
Discount
for
lack
of
marketability
10%
10%
Decrease
Options
pricing
model
Private
company
valuation
—#
—#
—#
Risk-free
rate
4%
4%
Increase
Volatility
37%
–
39%
37%
Increase
Convertible
Bonds
$
20,688
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
T.
ROWE
PRICE
Small-Cap
Value
Fund
29
Investments
in
Securities
Value
(000s)
Valuation
Technique(s)+
Significant
Unobservable
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Convertible
Preferred
Stocks
$
268,463
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Discount
for
uncertainty
100%
100%
Decrease
Market
comparable
Premium
for
liquidation
preference
—#
—#
—#
Probability
for
potential
outcome
10%
–
70%
33%
Increase
Enterprise
value
to
sales
multiple
1.0x
–
9.8x
5.1x
Increase
Sales
growth
rate
1%
–
125%
32%
Increase
Enterprise
value
to
gross
profit
multiple
1.6x
–
13.1x
8.7x
Increase
Gross
profit
growth
rate
5%
–
37%
25%
Increase
Enterprise
value
to
EBITDA
multiple
7.5x
–
19.3x
9.0x
Increase
EBITDA
growth
rate
65%
65%
Increase
Enterprise
value
to
gross
merchandise
value
multiple
0.3x
0.3x
Increase
Projected
enterprise
value
to
sales
multiple
3.6x
–
5.1x
4.5x
Increase
T.
ROWE
PRICE
Small-Cap
Value
Fund
30
+
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
Input(s)
Value
or
Range
of
Input(s)
Weighted
Average
of
Input(s)*
Impact
to
Valuation
from
an
Increase
in
Input**
Projected
enterprise
value
to
EBITDA
multiple
15.1x
15.1x
Increase
Price-to-
earnings
multiple
8.4x
-
11.9x
10.3x
Increase
Price-to-
earnings
growth
rate
0%
-
85%
43%
Increase
Discount
rate
for
cost
of
capital
20%
-
40%
28%
Decrease
Discount
for
uncertainty
70%
-
100%
90%
Decrease
Discount
for
lack
of
marketability
10%
10%
Decrease
Preferred
Stocks
$
1,508
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Discount
for
uncertainty
5%
5%
Decrease
T.
ROWE
PRICE
Small-Cap
Value
Fund
31
OTHER
MATTERS
Unpredictable
events
such
as
environmental
or
natural
disasters,
war,
terrorism,
pandemics,
outbreaks
of
infectious
diseases,
and
similar
public
health
threats
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
the fund
invests.
Certain
events
may
cause
instability
across
global
markets,
including
reduced
liquidity
and
disruptions
in
trading
markets,
while
some
events
may
affect
certain
geographic
regions,
countries,
sectors,
and
industries
more
significantly
than
others,
and
exacerbate
other
pre-existing
political,
social,
and
economic
risks.
Since
2020,
a
novel
strain
of
coronavirus
(COVID-19)
has
resulted
in
disruptions
to
global
business
activity
and
caused
significant
volatility
and
declines
in
global
financial
markets.
In
February
2022,
Russian
forces
entered
Ukraine
and
commenced
an
armed
conflict
leading
to
economic
sanctions
being
imposed
on
Russia
and
certain
of
its
citizens,
creating
impacts
on
Russian-related
stocks
and
debt
and
greater
volatility
in
global
markets.
In
March
2023,
the
collapse
of
some
US
regional
and
global
banks
as
well
as
overall
concerns
around
the
soundness
and
stability
of
the
global
banking
sector
has
sparked
concerns
of
a
broader
financial
crisis
impacting
the
overall
global
banking
sector.
In
certain
cases,
government
agencies
have
assumed
control
or
otherwise
intervened
in
the
operations
of
certain
banks
due
to
liquidity
and
solvency
concerns.
The
extent
of
impact
of
these
events
on
the
US
and
global
markets
is
highly
uncertain.
These
are
recent
examples
of
global
events
which
may
have
a
negative
impact
on
the
values
of
certain
portfolio
holdings
or
the
fund’s
overall
performance.
Management
is
actively
monitoring
the
risks
and
financial
impacts
arising
from
these
events.
F46-054Q3
09/23