T.
ROWE
PRICE
Small-Cap
Value
Fund
March
31,
2021
(Unaudited)
1
Portfolio
of
Investments
‡
Shares
$
Value
(Cost
and
value
in
$000s)
‡
COMMON
STOCKS
96.0%
AIRLINES
0.1%
Industrials
&
Business
Services
0.1%
Aspirational
Consumer
Lifestyle
SPAC/Wheels
Up
PIPE (1)(2)
1,457,300
13,129
Total
Airlines
13,129
COMMUNICATION
SERVICES
1.8%
Media
1.8%
Advantage
Solutions (1)
4,135,523
48,841
Advantage
Solutions,
Warrants,
12/31/26 (1)
400,000
1,284
Boston
Omaha,
Class
A (1)(3)
1,375,637
40,664
Cable
One
35,700
65,272
Liberty
Broadband,
Class
C (1)
222,942
33,475
Saga
Communications,
Class
A (3)
432,112
9,442
Scholastic
1,058,370
31,867
Total
Communication
Services
230,845
CONSUMER
DISCRETIONARY
10.8%
Auto
Components
1.9%
Dorman
Products (1)
502,800
51,607
Goodyear
Tire
&
Rubber (1)
1,139,500
20,021
Horizon
Global (1)(3)
3,361,490
34,724
LCI
Industries
492,600
65,161
Strattec
Security (3)
366,860
17,206
Visteon (1)
433,600
52,878
241,597
Distributors
0.3%
Pool
108,600
37,493
37,493
Diversified
Consumer
Services
1.1%
American
Public
Education (1)(3)
1,339,891
47,740
Perdoceo
Education (1)
2,411,239
28,838
Strategic
Education
662,512
60,892
137,470
Hotels,
Restaurants
&
Leisure
2.3%
BJ's
Restaurants (1)
1,073,016
62,321
Marriott
Vacations
Worldwide (1)
459,666
80,065
Papa
John's
International
588,200
52,138
Planet
Fitness,
Class
A (1)
527,600
40,783
Red
Robin
Gourmet
Burgers (1)
582,628
23,241
Texas
Roadhouse
210,300
20,176
T.
ROWE
PRICE
Small-Cap
Value
Fund
2
Shares
$
Value
(Cost
and
value
in
$000s)
Torchys
Holdings,
Class
A,
Acquisition
Date:
11/13/20,
Cost $12,311 (1)(4)(5)(6)
1,439,856
12,311
291,035
Household
Durables
1.3%
Cavco
Industries (1)
356,800
80,498
Meritage
Homes (1)
888,864
81,704
162,202
Internet
&
Direct
Marketing
Retail
0.5%
Deliveroo
Holdings,
Acquisition
Date:
9/12/17
-
5/16/19,
Cost $10,632
(GBP) (1)(5)
5,985,000
22,532
Figs,
Acquisition
Date:
10/23/20,
Cost $17,528 (1)(4)(5)
227,838
17,528
Framebridge,
EC,
Acquisition
Date:
5/19/20,
Cost $2,372 (1)(4)(5)
2,372,290
731
Poshmark,
Class
A (1)(7)
279,824
11,361
ThredUp,
Class
A (1)
396,139
9,242
61,394
Leisure
Products
0.0%
RAD
Power
Bikes,
Class
A,
Acquisition
Date:
1/22/21,
Cost $5,494 (1)(4)(5)
1,138,910
5,494
5,494
Specialty
Retail
2.1%
Aaron's
895,672
23,001
Hibbett
Sports (1)
560,500
38,613
Lumber
Liquidators
Holdings (1)(3)
2,243,905
56,367
Monro
903,000
59,417
Petco
Health
&
Wellness (1)(7)
1,640,452
36,352
Sportsman's
Warehouse
Holdings (1)
701,540
12,095
Winmark (3)
270,632
50,454
276,299
Textiles,
Apparel
&
Luxury
Goods
1.3%
Allbirds,
Acquisition
Date:
10/10/18
-
12/21/18,
Cost $6,158 (1)
(4)(5)
561,510
6,492
Bombas,
Acquisition
Date:
2/12/21,
Cost $14,601 (1)(4)(5)
3,303,766
14,601
Hanesbrands
3,562,800
70,080
On
Holding,
Acquisition
Date:
2/25/20,
Cost $9,961
(CHF) (1)(4)(5)
1,095
11,528
Steven
Madden
1,784,062
66,474
169,175
Total
Consumer
Discretionary
1,382,159
CONSUMER
STAPLES
2.7%
Beverages
0.5%
Boston
Beer,
Class
A (1)
24,347
29,369
Coca-Cola
Consolidated
131,674
38,025
67,394
T.
ROWE
PRICE
Small-Cap
Value
Fund
3
Shares
$
Value
(Cost
and
value
in
$000s)
Food
&
Staples
Retailing
0.2%
Grocery
Outlet
Holding (1)
714,706
26,366
26,366
Food
Products
1.9%
Nomad
Foods (1)
2,822,000
77,492
Post
Holdings (1)
558,154
59,008
Simply
Good
Foods (1)
1,399,304
42,567
Utz
Brands
2,631,626
65,238
244,305
Household
Products
0.1%
Oil-Dri (3)
306,738
10,564
10,564
Total
Consumer
Staples
348,629
ENERGY
5.3%
Energy
Equipment
&
Services
2.4%
Aspen
Aerogels (1)
432,505
8,797
Cactus,
Class
A
1,538,983
47,124
ChampionX (1)
3,303,900
71,794
Dril-Quip (1)
392,000
13,026
Enerflex
(CAD)
3,864,400
24,939
Energy
Reservoir
Holdings,
Class
A-1,
Acquisition
Date:
4/30/19,
Cost $20,875 (1)(3)(4)(5)(6)
20,874,541
13,777
Frank's
International (1)
8,000,957
28,403
Liberty
Oilfield
Services,
Class
A
3,177,700
35,876
NexTier
Oilfield
Solutions (1)
6,846,202
25,468
Ranger
Energy
Services (1)(3)
1,029,520
5,642
SEACOR
Marine
Holdings (1)
969,098
5,165
TechnipFMC
1,825,000
14,089
TETRA
Technologies (1)
3,746,600
8,992
303,092
Oil,
Gas
&
Consumable
Fuels
2.9%
Advantage
Oil
&
Gas
(CAD) (1)(3)
13,596,017
25,641
Devon
Energy
3,219,447
70,345
International
Seaways
1,315,546
25,495
Kimbell
Royalty
Partners
1,757,478
17,821
Magnolia
Oil
&
Gas,
Class
A (1)
4,463,023
51,235
Matador
Resources
2,310,160
54,173
REX
American
Resources (1)(3)
363,000
30,554
Seven
Generations
Energy,
Class
A
(CAD) (1)
8,142,504
55,074
Venture
Global
LNG,
Series
B,
Acquisition
Date:
3/8/18,
Cost $1,314 (1)(4)(5)
435
2,421
T.
ROWE
PRICE
Small-Cap
Value
Fund
4
Shares
$
Value
(Cost
and
value
in
$000s)
Venture
Global
LNG,
Series
C,
Acquisition
Date:
5/25/17
-
3/8/18,
Cost $26,302 (1)(4)(5)
7,197
40,053
372,812
Total
Energy
675,904
FINANCIALS
28.0%
Banks
16.8%
American
Business
Bank (1)
361,959
14,478
Atlantic
Capital
Bancshares (1)
800,371
19,289
BankUnited
3,002,599
131,964
Burke
&
Herbert
Bank
&
Trust
9,421
18,371
Columbia
Banking
System
2,127,035
91,654
CrossFirst
Bankshares (1)
1,210,054
16,687
Dime
Community
Bancshares
581,665
17,531
Dogwood
State
Bank,
Non-Voting
Shares,
Acquisition
Date:
5/6/19,
Cost $2,923 (1)(4)(5)
292,336
3,508
Dogwood
State
Bank,
Voting
Shares,
Acquisition
Date:
5/6/19,
Cost $1,436 (1)(4)(5)
143,582
1,723
Dogwood
State
Bank,
Warrants,
5/6/24,
Acquisition
Date:
5/6/19,
Cost $— (1)(4)(5)
43,592
173
East
West
Bancorp
663,399
48,959
Eastern
Bankshares
1,715,100
33,084
Farmers
&
Merchants
Bank
of
Long
Beach
2,620
20,253
FB
Financial
1,429,380
63,550
First
Bancshares
708,023
25,921
First
Hawaiian
264,229
7,232
Glacier
Bancorp
1,124,600
64,192
Grasshopper
Bancorp,
Acquisition
Date:
10/12/18
-
5/2/19,
Cost $5,034 (1)(4)(5)
503,404
3,423
Grasshopper
Bancorp,
Warrants,
10/12/28,
Acquisition
Date:
10/12/18,
Cost $— (1)(4)(5)
100,220
257
HarborOne
Bancorp (3)
3,602,873
48,531
Heritage
Commerce
917,942
11,217
Heritage
Financial
1,032,533
29,159
Home
BancShares
5,318,096
143,854
Howard
Bancorp (1)(3)
1,317,185
21,655
Independent
Bank
433,251
36,475
Independent
Bank
Group
812,480
58,694
John
Marshall
Bancorp (1)(3)
1,062,456
18,274
Live
Oak
Bancshares (3)
2,100,386
143,855
National
Bank
Holdings,
Class
A (3)
1,788,059
70,950
Origin
Bancorp
828,080
35,119
Pacific
Premier
Bancorp
1,243,100
54,000
Pinnacle
Financial
Partners
1,432,333
126,991
Popular
1,049,500
73,801
Preferred
Bank (3)
827,358
52,686
T.
ROWE
PRICE
Small-Cap
Value
Fund
5
Shares
$
Value
(Cost
and
value
in
$000s)
Professional
Holding,
Class
A (1)
652,557
11,987
Prosperity
Bancshares
742,100
55,576
Sandy
Spring
Bancorp
702,730
30,520
South
State
1,148,154
90,142
Southern
First
Bancshares (1)
348,296
16,328
SVB
Financial
Group (1)
84,100
41,517
Texas
Capital
Bancshares (1)
838,100
59,438
Towne
Bank
2,603,775
79,155
Webster
Financial
1,245,173
68,621
Western
Alliance
Bancorp
2,041,254
192,776
2,153,570
Capital
Markets
2.3%
AssetMark
Financial
Holdings (1)
287,284
6,705
Bluescape
Opportunities
Acquisition (1)
959,414
10,227
dMY
Technology
Group
II,
Class
A (1)(7)
376,400
5,537
FTAC
Olympus
Acquisition,
Class
A (1)
622,300
6,578
FTAC
Olympus
Acquisition
SPAC/Payoneer
PIPE (1)(2)
712,791
6,781
Hercules
Capital (7)
1,474,500
23,636
Houlihan
Lokey
909,027
60,460
Main
Street
Capital (7)
554,200
21,697
Open
Lending,
Class
A (1)
476,905
16,892
OTC
Markets
Group,
Class
A
462,185
18,372
Safeguard
Scientifics (1)
474,100
3,233
StepStone
Group,
Class
A
1,376,675
48,555
Virtus
Investment
Partners
287,542
67,716
296,389
Consumer
Finance
1.2%
Green
Dot,
Class
A (1)
1,082,900
49,586
Nerdwallet,
Class
A,
Acquisition
Date:
3/18/20,
Cost $10,575 (1)
(4)(5)
1,510,726
10,575
PRA
Group (1)
515,064
19,093
PROG
Holdings
1,630,873
70,601
149,855
Diversified
Financial
Services
0.0%
Stash
Financial,
Acquisition
Date:
1/6/21
-
1/26/21,
Cost $1,244 (1)(4)(5)
38,630
1,303
1,303
Insurance
2.0%
Axis
Capital
Holdings
80,747
4,003
BRP
Group,
Class
A (1)
2,019,672
55,036
Employers
Holdings
267,900
11,536
James
River
Group
Holdings
900,833
41,096
Palomar
Holdings (1)
487,186
32,661
ProAssurance
1,913,500
51,205
T.
ROWE
PRICE
Small-Cap
Value
Fund
6
Shares
$
Value
(Cost
and
value
in
$000s)
Safety
Insurance
Group
290,100
24,441
State
Auto
Financial
1,743,459
34,363
254,341
Mortgage
Real
Estate
Investment
Trusts
1.7%
Blackstone
Mortgage
Trust,
Class
A,
REIT
560,657
17,380
Capstead
Mortgage,
REIT
3,690,077
22,989
Hannon
Armstrong
Sustainable
Infrastructure
Capital,
REIT (7)
2,203,100
123,594
PennyMac
Mortgage
Investment
Trust,
REIT
2,627,435
51,498
215,461
Thrifts
&
Mortgage
Finance
4.0%
Columbia
Financial (1)
959,500
16,772
FS
Bancorp (3)
289,800
19,475
Kearny
Financial
3,802,953
45,940
Meridian
Bancorp
2,405,918
44,317
PCSB
Financial (3)
1,045,246
17,361
PDL
Community
Bancorp (1)(3)
1,029,104
11,433
PennyMac
Financial
Services
1,646,294
110,088
Provident
Bancorp (3)
1,231,207
17,729
Radian
Group
3,608,358
83,894
Walker
&
Dunlop
315,896
32,455
WSFS
Financial
2,241,688
111,614
511,078
Total
Financials
3,581,997
HEALTH
CARE
7.0%
Biotechnology
1.8%
Acceleron
Pharma (1)
182,159
24,703
Blueprint
Medicines (1)
145,082
14,106
Denali
Therapeutics (1)
256,300
14,635
Fate
Therapeutics (1)
146,900
12,112
Insmed (1)
206,500
7,033
Karuna
Therapeutics (1)
96,158
11,561
Kodiak
Sciences (1)
189,141
21,447
Nurix
Therapeutics (1)
202,956
6,310
Progenic
Pharmaceuticals,
CVR (7)
1,146,000
—
Prothena (1)
235,213
5,909
Radius
Health (1)
990,290
20,657
Replimune
Group (1)
291,998
8,909
Rocket
Pharmaceuticals (1)
284,900
12,641
Sage
Therapeutics (1)
113,100
8,465
Turning
Point
Therapeutics (1)
64,789
6,128
Twist
Bioscience (1)
91,963
11,391
Ultragenyx
Pharmaceutical (1)
216,399
24,639
T.
ROWE
PRICE
Small-Cap
Value
Fund
7
Shares
$
Value
(Cost
and
value
in
$000s)
Xencor (1)
395,885
17,047
227,693
Health
Care
Equipment
&
Supplies
2.0%
Atrion
83,823
53,757
Avanos
Medical (1)
645,431
28,231
Envista
Holdings (1)
1,582,489
64,566
JAND,
Class
A,
Acquisition
Date:
3/9/18,
Cost $4,644 (1)(4)(5)
295,474
7,248
Lantheus
Holdings (1)
741,339
15,842
Mesa
Laboratories
69,715
16,976
Ortho
Clinical
Diagnostics
Holdings (1)
1,364,938
26,336
Pax
Labs,
Class
A,
Acquisition
Date:
4/18/19,
Cost $9,910 (1)(4)
(5)
2,631,808
4,421
Quidel (1)
180,029
23,031
Utah
Medical
Products (3)
186,719
16,170
256,578
Health
Care
Providers
&
Services
2.4%
Covetrus (1)
1,268,462
38,016
Ensign
Group
837,806
78,620
Innovage
Holding (1)
197,291
5,088
Molina
Healthcare (1)
58,654
13,711
Option
Care
Health (1)
2,144,531
38,044
Pennant
Group (1)
941,916
43,140
Select
Medical
Holdings (1)
2,857,434
97,438
314,057
Health
Care
Technology
0.6%
Alignment
Healthcare,
Acquisition
Date:
2/28/20,
Cost $8,625 (1)
(5)
1,068,671
22,264
Certara (1)
458,978
12,530
Phreesia (1)
735,124
38,300
73,094
Life
Sciences
Tools
&
Services
0.2%
Berkeley
Lights (1)
101,626
5,104
Seer (1)(7)
117,091
5,857
Seer,
Class
A,
Acquisition
Date:
12/8/20,
Cost $3,847 (1)(5)
202,465
9,621
20,582
Pharmaceuticals
0.0%
Arvinas (1)
76,997
5,090
5,090
Total
Health
Care
897,094
INDUSTRIALS
&
BUSINESS
SERVICES
16.5%
Aerospace
&
Defense
1.0%
Parsons (1)
949,660
38,404
T.
ROWE
PRICE
Small-Cap
Value
Fund
8
Shares
$
Value
(Cost
and
value
in
$000s)
Triumph
Group (1)(3)
4,687,486
86,156
124,560
Airlines
0.2%
Alclear
Holdings,
Class
B,
Acquisition
Date:
12/13/18,
Cost $9,877 (1)(4)(5)(6)
43,898
12,730
Sun
Country
Airlines
Holdings (1)
203,286
6,969
19,699
Building
Products
2.0%
CSW
Industrials
478,000
64,530
Insteel
Industries
935,185
28,841
JELD-WEN
Holding (1)
1,667,000
46,159
Resideo
Technologies (1)
1,023,481
28,914
UFP
Industries
1,234,100
93,594
262,038
Commercial
Services
&
Supplies
1.9%
ABM
Industries
432,800
22,077
Brady,
Class
A
1,194,200
63,830
MSA
Safety
306,600
45,996
Stericycle (1)
1,076,200
72,654
Tetra
Tech
174,200
23,643
UniFirst
87,100
19,485
247,685
Construction
&
Engineering
0.8%
Aegion (1)
1,242,198
35,713
Ameresco,
Class
A (1)
378,000
18,382
Valmont
Industries
219,600
52,193
106,288
Electrical
Equipment
1.3%
Array
Technologies (1)
825,132
24,605
Regal
Beloit
228,000
32,531
Shoals
Technologies
Group,
Class
A (1)
1,103,029
38,363
Thermon
Group
Holdings (1)
1,621,323
31,600
Vertiv
Holdings
1,757,934
35,159
162,258
Machinery
4.4%
Alamo
Group
213,500
33,338
Blue
Bird (1)
1,293,500
32,376
Chart
Industries (1)
248,600
35,388
CIRCOR
International (1)(3)
1,028,935
35,828
Enerpac
Tool
Group
1,952,000
50,986
ESCO
Technologies
624,800
68,035
Helios
Technologies
908,334
66,190
Hillenbrand
462,200
22,052
T.
ROWE
PRICE
Small-Cap
Value
Fund
9
Shares
$
Value
(Cost
and
value
in
$000s)
Hydrofarm
Holdings
Group (1)
60,369
3,641
John
Bean
Technologies
114,700
15,294
RBC
Bearings (1)
79,882
15,718
Rexnord
1,918,600
90,347
SPX (1)
825,600
48,108
Timken
589,800
47,874
565,175
Marine
0.4%
Matson
698,600
46,597
SEACOR
Holdings (1)
188,182
7,668
54,265
Professional
Services
1.2%
Clarivate (1)
1,146,489
30,256
FTI
Consulting (1)
169,200
23,707
Korn
Ferry
867,000
54,075
Upwork (1)
994,846
44,539
152,577
Road
&
Rail
1.2%
Landstar
System
455,700
75,218
Ryder
System
811,300
61,375
U.S.
Xpress
Enterprises,
Class
A (1)
1,295,795
15,225
151,818
Trading
Companies
&
Distributors
2.1%
Air
Lease
730,600
35,799
Beacon
Roofing
Supply (1)
1,829,700
95,730
McGrath
RentCorp
698,102
56,302
Rush
Enterprises,
Class
A
598,750
29,836
Univar
Solutions (1)
2,588,600
55,758
273,425
Total
Industrials
&
Business
Services
2,119,788
INFORMATION
TECHNOLOGY
6.2%
Communications
Equipment
0.7%
Harmonic (1)(3)
10,942,590
85,790
85,790
Electronic
Equipment,
Instruments
&
Components
2.1%
Belden (3)
2,555,400
113,383
Knowles (1)
1,771,300
37,056
Littelfuse
428,900
113,418
263,857
IT
Services
0.5%
Afterpay
(AUD) (1)
70,029
5,469
T.
ROWE
PRICE
Small-Cap
Value
Fund
10
Shares
$
Value
(Cost
and
value
in
$000s)
I3
Verticals,
Class
A (1)(3)
1,120,854
34,887
Megaport
(AUD) (1)
3,583,955
30,281
70,637
Semiconductors
&
Semiconductor
Equipment
1.9%
Entegris
909,500
101,682
Lattice
Semiconductor (1)
1,202,069
54,117
MaxLinear (1)
1,216,300
41,452
Onto
Innovation (1)
402,871
26,473
Semtech (1)
340,596
23,501
247,225
Software
1.0%
Apiture,
Acquisition
Date:
7/1/20,
Cost $7,412 (1)(4)(5)
467,672
7,412
Ceridian
HCM
Holding (1)
553,557
46,648
Checkr,
Acquisition
Date:
6/29/18,
Cost $866 (1)(4)(5)
70,474
1,726
Descartes
Systems
Group (1)
239,400
14,582
nCino (1)
441,674
29,468
Olo,
Class
A (1)
379,941
10,027
Toast,
Acquisition
Date:
9/14/18
-
11/14/18,
Cost $1,094 (1)(4)(5)
40,202
5,165
Workiva (1)
122,900
10,847
Zenpayroll,
Acquisition
Date:
8/18/20
-
11/9/20,
Cost $7,473 (1)
(4)(5)
559,515
7,448
133,323
Total
Information
Technology
800,832
MATERIALS
6.0%
Chemicals
2.3%
AgroFresh
Solutions (1)(3)
5,956,544
11,913
American
Vanguard
1,297,500
26,482
Atotech (1)
2,030,238
41,112
Element
Solutions
1,350,400
24,699
Hawkins
797,700
26,739
Minerals
Technologies
831,400
62,621
Orion
Engineered
Carbons
2,719,291
53,625
Quaker
Chemical
219,200
53,434
300,625
Containers
&
Packaging
0.3%
Myers
Industries (3)
1,873,443
37,019
37,019
Metals
&
Mining
2.5%
Alcoa (1)
2,259,700
73,418
Carpenter
Technology
1,794,500
73,844
Constellium (1)
5,334,600
78,418
ERO
Copper
(CAD) (1)
2,921,766
50,289
T.
ROWE
PRICE
Small-Cap
Value
Fund
11
Shares
$
Value
(Cost
and
value
in
$000s)
Reliance
Steel
&
Aluminum
317,900
48,413
324,382
Paper
&
Forest
Products
0.9%
Clearwater
Paper (1)(3)
1,104,479
41,551
Stella-Jones
(CAD)
588,880
23,889
West
Fraser
Timber
(CAD) (7)
783,300
56,352
121,792
Total
Materials
783,818
REAL
ESTATE
7.6%
Equity
Real
Estate
Investment
Trusts
6.1%
American
Campus
Communities,
REIT
785,617
33,915
Apartment
Investment
&
Management,
Class
A,
REIT
4,414,100
27,103
Cedar
Realty
Trust,
REIT (3)
1,842,294
27,450
CubeSmart,
REIT
1,011,600
38,269
EastGroup
Properties,
REIT
436,400
62,528
Essential
Properties
Realty
Trust,
REIT
1,294,145
29,545
Healthcare
Realty
Trust,
REIT
2,253,892
68,338
JBG
SMITH
Properties,
REIT
2,460,142
78,208
Pebblebrook
Hotel
Trust,
REIT
1,911,500
46,430
PotlatchDeltic,
REIT
1,221,746
64,655
PS
Business
Parks,
REIT
447,900
69,236
Safehold,
REIT
432,300
30,304
Saul
Centers,
REIT (3)
1,166,206
46,777
Sunstone
Hotel
Investors,
REIT
4,366,210
54,403
Terreno
Realty,
REIT
1,730,400
99,965
Washington
Real
Estate
Investment
Trust,
REIT
302,300
6,681
783,807
Real
Estate
Management
&
Development
1.5%
FirstService
470,700
69,753
Opendoor
Technologies (1)
2,172,397
46,033
St.
Joe
1,745,638
74,888
190,674
Total
Real
Estate
974,481
UTILITIES
3.9%
Electric
Utilities
1.2%
IDACORP
575,100
57,493
MGE
Energy
777,437
55,501
PNM
Resources
686,675
33,682
Portland
General
Electric
162,300
7,704
154,380
Gas
Utilities
1.6%
Chesapeake
Utilities
757,880
87,975
T.
ROWE
PRICE
Small-Cap
Value
Fund
12
Shares
$
Value
(Cost
and
value
in
$000s)
ONE
Gas
1,135,200
87,308
RGC
Resources (3)
453,971
10,069
Southwest
Gas
Holdings
234,400
16,106
201,458
Independent
Power
&
Renewable
Electricity
Producers
0.3%
NextEra
Energy
Partners
603,000
43,947
43,947
Multi-Utilities
0.2%
NorthWestern
316,200
20,616
20,616
Water
Utilities
0.6%
California
Water
Service
Group
597,200
33,646
Middlesex
Water
317,837
25,115
SJW
Group
278,306
17,531
76,292
Total
Utilities
496,693
Total
Miscellaneous
Common
Stocks
0.1% (8)
18,548
Total
Common
Stocks
(Cost
$7,245,368)
12,323,917
CONVERTIBLE
PREFERRED
STOCKS
3.0%
CONSUMER
DISCRETIONARY
0.6%
Hotels,
Restaurants
&
Leisure
0.5%
Cava
Group,
Series
E,
Acquisition
Date:
6/23/20
-
3/26/21,
Cost $17,572 (1)(4)(5)
695,708
26,180
Cava
Group,
Series
F,
Acquisition
Date:
3/26/21,
Cost $14,389 (1)
(4)(5)
382,387
14,389
Sweetgreen,
Series
G,
Acquisition
Date:
8/15/16
-
2/27/18,
Cost $10,075 (1)(4)(5)
1,119,428
16,993
Sweetgreen,
Series
I,
Acquisition
Date:
9/13/19,
Cost $3,143 (1)
(4)(5)
183,785
2,790
Torchys
Holdings,
Acquisition
Date:
11/13/20,
Cost $2,539 (1)(4)
(5)(6)
282,711
2,539
62,891
Internet
&
Direct
Marketing
Retail
0.0%
Minted,
Series
E,
Acquisition
Date:
10/30/18,
Cost $5,471 (1)(4)(5)
406,249
2,600
2,600
Leisure
Products
0.0%
RAD
Power
Bikes,
Series
C,
Acquisition
Date:
1/22/21,
Cost $5,494 (1)(4)(5)
1,138,910
5,494
5,494
T.
ROWE
PRICE
Small-Cap
Value
Fund
13
Shares
$
Value
(Cost
and
value
in
$000s)
Textiles,
Apparel
&
Luxury
Goods
0.1%
Allbirds,
Series
A,
Acquisition
Date:
10/10/18,
Cost $2,022 (1)(4)
(5)
184,315
2,131
Allbirds,
Series
B,
Acquisition
Date:
10/10/18,
Cost $355 (1)(4)(5)
32,380
375
Allbirds,
Series
C,
Acquisition
Date:
10/9/18,
Cost $3,394 (1)(4)(5)
309,470
3,578
Allbirds,
Series
E,
Acquisition
Date:
9/22/20,
Cost $7,403 (1)(4)(5)
640,264
7,403
Allbirds,
Series
Seed,
Acquisition
Date:
10/10/18,
Cost $1,086 (1)
(4)(5)
99,030
1,145
14,632
Total
Consumer
Discretionary
85,617
CONSUMER
STAPLES
0.3%
Food
Products
0.3%
Farmers
Business
Network,
Series
D,
Acquisition
Date:
11/3/17,
Cost $15,529 (1)(4)(5)
841,026
27,802
Farmers
Business
Network,
Series
E,
Acquisition
Date:
2/11/19,
Cost $3,362 (1)(4)(5)
144,247
4,768
Farmers
Business
Network,
Series
F,
Acquisition
Date:
7/31/20,
Cost $881 (1)(4)(5)
26,661
881
Total
Consumer
Staples
33,451
FINANCIALS
0.2%
Diversified
Financial
Services
0.2%
Stash
Financial,
Series
F,
Acquisition
Date:
4/24/20,
Cost $11,157 (1)(4)(5)
445,224
16,686
Stash
Financial,
Series
G,
Acquisition
Date:
1/26/21,
Cost $12,559 (1)(4)(5)
335,107
12,559
Total
Financials
29,245
HEALTH
CARE
0.3%
Health
Care
Equipment
&
Supplies
0.1%
JAND,
Series
E,
Acquisition
Date:
3/9/18,
Cost $5,729 (1)(4)(5)
364,498
8,941
JAND,
Series
F,
Acquisition
Date:
4/3/20,
Cost $4,986 (1)(4)(5)
255,789
6,275
15,216
Health
Care
Providers
&
Services
0.1%
Honor
Technology,
Series
D,
Acquisition
Date:
10/16/20,
Cost $8,981 (1)(4)(5)
3,729,550
8,981
8,981
Life
Sciences
Tools
&
Services
0.1%
National
Resilience,
Series
B,
Acquisition
Date:
10/23/20,
Cost $6,453 (1)(4)(5)
472,388
6,453
6,453
Total
Health
Care
30,650
T.
ROWE
PRICE
Small-Cap
Value
Fund
14
Shares
$
Value
(Cost
and
value
in
$000s)
INDUSTRIALS
&
BUSINESS
SERVICES
0.3%
Aerospace
&
Defense
0.1%
ABL
Space
Systems,
Series
B,
Acquisition
Date:
3/24/21,
Cost $14,587 (1)(4)(5)
323,903
14,587
14,587
Electrical
Equipment
0.0%
Tonian
Holdings,
Series
A,
Non-Voting
Shares,
Acquisition
Date:
1/15/21
-
2/11/21,
Cost $2,141 (1)(3)(4)(5)
2,138,869
2,139
Tonian
Holdings,
Series
A,
Voting
Shares,
Acquisition
Date:
1/15/21
-
2/11/21,
Cost $2,993 (1)(3)(4)(5)
2,990,619
2,990
5,129
Machinery
0.1%
Xometry,
Series
A-2,
Acquisition
Date:
7/20/20,
Cost $804 (1)(4)(5)
83,914
809
Xometry,
Series
B,
Acquisition
Date:
7/20/20,
Cost $276 (1)(4)(5)
28,804
278
Xometry,
Series
C,
Acquisition
Date:
7/20/20,
Cost $291 (1)(4)(5)
29,934
288
Xometry,
Series
D,
Acquisition
Date:
7/20/20,
Cost $228 (1)(4)(5)
23,230
224
Xometry,
Series
E,
Acquisition
Date:
7/20/20,
Cost $2,289 (1)(4)(5)
168,013
2,289
Xometry,
Series
Seed-1,
Acquisition
Date:
9/4/20,
Cost $1,266 (1)
(4)(5)
158,292
1,266
Xometry,
Series
Seed-2,
Acquisition
Date:
9/4/20,
Cost $557 (1)
(4)(5)
69,641
557
5,711
Road
&
Rail
0.1%
Convoy,
Series
D,
Acquisition
Date:
10/30/19,
Cost $19,800 (1)(4)
(5)
1,462,353
17,036
17,036
Total
Industrials
&
Business
Services
42,463
INFORMATION
TECHNOLOGY
1.2%
Software
1.2%
Checkr,
Series
C,
Acquisition
Date:
4/10/18,
Cost $4,046 (1)(4)(5)
296,360
7,258
Mesosphere,
Series
D,
Acquisition
Date:
5/4/18,
Cost $13,430 (1)
(4)(5)
1,214,930
2,709
Nuro,
Series
C,
Acquisition
Date:
10/30/20
-
3/2/21,
Cost $11,195 (1)(4)(5)
857,551
11,195
SecurityScorecard,
Series
E,
Acquisition
Date:
3/5/21,
Cost $9,505 (1)(4)(5)
627,251
9,505
Toast,
Series
B,
Acquisition
Date:
9/14/18,
Cost $171 (1)(4)(5)
9,907
1,273
Toast,
Series
D,
Acquisition
Date:
6/27/18,
Cost $12,505 (1)(4)(5)
722,552
92,826
Zenpayroll,
Series
B,
Acquisition
Date:
8/18/20,
Cost $1,746 (1)
(4)(5)
129,187
1,720
Zenpayroll,
Series
B-2,
Acquisition
Date:
8/18/20,
Cost $3,259 (1)
(4)(5)
241,168
3,210
T.
ROWE
PRICE
Small-Cap
Value
Fund
15
Shares
$
Value
(Cost
and
value
in
$000s)
Zenpayroll,
Series
C,
Acquisition
Date:
7/16/18,
Cost $5,412 (1)
(4)(5)
711,894
9,477
Zenpayroll,
Series
D,
Acquisition
Date:
7/16/19,
Cost $7,227 (1)
(4)(5)
542,859
7,227
Total
Information
Technology
146,400
MATERIALS
0.1%
Chemicals
0.1%
Sila
Nano,
Series
F,
Acquisition
Date:
1/7/21,
Cost $11,381 (1)(4)
(5)
275,749
11,381
Total
Materials
11,381
Total
Convertible
Preferred
Stocks
(Cost
$267,689)
379,207
SHORT-TERM
INVESTMENTS
1.3%
Money
Market
Funds
1.3%
T.
Rowe
Price
Government
Reserve
Fund,
0.04% (3)(9)
165,525,862
165,526
Total
Short-Term
Investments
(Cost
$165,526)
165,526
SECURITIES
LENDING
COLLATERAL
0.1%
INVESTMENTS
IN
A
POOLED
ACCOUNT
THROUGH
SECURITIES
LENDING
PROGRAM
WITH
JPMORGAN
CHASE
BANK
0.0%
Short-Term
Funds
0.0%
T.
Rowe
Price
Short-Term
Fund,
0.08% (3)(9)
349,340
3,493
Total
Investments
in
a
Pooled
Account
through
Securities
Lending
Program
with
JPMorgan
Chase
Bank
3,493
INVESTMENTS
IN
A
POOLED
ACCOUNT
THROUGH
SECURITIES
LENDING
PROGRAM
WITH
STATE
STREET
BANK
AND
TRUST
COMPANY
0.1%
Short-Term
Funds
0.1%
T.
Rowe
Price
Short-Term
Fund,
0.08% (3)(9)
1,190,549
11,906
Total
Investments
in
a
Pooled
Account
through
Securities
Lending
Program
with
State
Street
Bank
and
Trust
Company
11,906
Total
Securities
Lending
Collateral
(Cost
$15,399)
15,399
Total
Investments
in
Securities
100.4%
(Cost
$7,693,982)
$
12,884,049
Other
Assets
Less
Liabilities
(0.4)%
(45,106)
Net
Assets
100.0%
$
12,838,943
T.
ROWE
PRICE
Small-Cap
Value
Fund
16
.
.
.
.
.
.
.
.
.
.
‡
Shares
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
Non-income
producing
(2)
A
portion
of
the
position
represents
an
unfunded
commitment;
a
liability
to
fund
the
commitment
has
been
recognized.
The
fund's
total
unfunded
commitment
at
March
31,
2021,
was
$21,701
and
was
valued
at
$19,910
(0.2%
of
net
assets).
(3)
Affiliated
Companies
(4)
Level
3
in
fair
value
hierarchy.
(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
has
registration
rights
for
certain
restricted
securities.
Any
costs
related
to
such
registration
are
borne
by
the
issuer.
The
aggregate
value
of
restricted
securities
(excluding
144A
holdings)
at
period
end
amounts
to
$625,672
and
represents
4.9%
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)
All
or
a
portion
of
this
security
is
on
loan
at
March
31,
2021.
(8)
The
identity
of
certain
securities
has
been
concealed
to
protect
the
fund
while
it
completes
a
purchase
or
selling
program
for
the
securities.
(9)
Seven-day
yield
AUD
Australian
Dollar
CAD
Canadian
Dollar
CHF
Swiss
Franc
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.
GBP
British
Pound
PIPE
Private
Investment
in
Public
Equity
REIT
A
domestic
Real
Estate
Investment
Trust
whose
distributions
pass-through
with
original
tax
character
to
the
shareholder
SPAC
Special
Purpose
Acquisition
Company
T.
ROWE
PRICE
Small-Cap
Value
Fund
17
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
three
months
ended
March
31,
2021.
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
Advantage
Oil
&
Gas
$
63
$
5,975
$
—
Aegion
19,808
9,751
—
AgroFresh
Solutions
(118)
(1,492)
—
American
Business
Bank
33
2,934
—
American
Public
Education
84
10,828
—
Belden
537
5,804
127
Boston
Omaha,
Class
A
162
2,496
—
Cedar
Realty
Trust,
REIT
81
8,730
122
CIRCOR
International
178
(3,456)
—
Clearwater
Paper
260
(371)
—
Energy
Reservoir
Holdings,
Class
A-1
—
(1)
—
FS
Bancorp
72
3,493
73
HarborOne
Bancorp
133
9,293
—
Harmonic
398
4,553
—
Horizon
Global
180
5,682
—
Howard
Bancorp
46
6,073
—
I3
Verticals,
Class
A
158
(2,487)
—
John
Marshall
Bancorp
41
3,017
—
Live
Oak
Bancshares
647
43,635
63
Lumber
Liquidators
Holdings
394
(12,994)
—
Myers
Industries
146
(1,757)
203
National
Bank
Holdings,
Class
A
259
12,159
377
Oil-Dri
644
(451)
87
PCSB
Financial
41
659
42
PDL
Community
Bancorp
13
605
—
Preferred
Bank
304
10,654
249
Provident
Bancorp
15
2,945
37
Ranger
Energy
Services
(23)
1,926
—
REX
American
Resources
102
3,801
—
RGC
Resources
3
(632)
70
Saga
Communications,
Class
A
37
(966)
—
Saul
Centers,
REIT
65
9,790
620
Sportsman's
Warehouse
Holdings
34,000
(34,351)
—
Strattec
Security
102
(1,007)
—
T.
ROWE
PRICE
Small-Cap
Value
Fund
18
AFFILIATED
COMPANIES
(CONTINUED)
($000s)
Affiliate
Net
Realized
Gain
(Loss)
Change
in
Net
Unrealized
Gain/Loss
Investment
Income
Tonian
Holdings,
Series
A,
Voting
Shares
$
—
$
(3)
$
—
Tonian
Holdings,
Series
A,
Non-Voting
Shares
—
(2)
—
Triumph
Group
96
26,858
—
Utah
Medical
Products
79
352
53
Winmark
203
50
67
T.
Rowe
Price
Government
Reserve
Fund,
0.04%
—
—
19
T.
Rowe
Price
Short-Term
Fund,
0.08%
—
—
—++
Totals
$
59,243#
$
132,093
$
2,209+
T.
ROWE
PRICE
Small-Cap
Value
Fund
19
AFFILIATED
COMPANIES
(CONTINUED)
($000s)
Supplementary
Investment
Schedule
Affiliate
Value
12/31/20
Purchase
Cost
Sales
Cost
Value
03/31/21
Advantage
Oil
&
Gas
$
13,605
$
6,147
$
86
$
25,641
Aegion
66,189
207
40,434
*
AgroFresh
Solutions
13,620
35
250
11,913
American
Business
Bank
11,578
33
67
*
American
Public
Education
*
19,558
140
47,740
Belden
106,313
1,569
303
113,383
Boston
Omaha,
Class
A
38,219
105
156
40,664
Cedar
Realty
Trust,
REIT
18,762
41
83
27,450
CIRCOR
International
*
6,881
71
35,828
Clearwater
Paper
40,562
1,399
39
41,551
Energy
Reservoir
Holdings,
Class
A-1
13,777
1
—
13,777
FS
Bancorp
14,791
1,242
51
19,475
HarborOne
Bancorp
39,311
117
190
48,531
Harmonic
81,249
232
244
85,790
Horizon
Global
29,012
81
51
34,724
Howard
Bancorp
15,629
47
94
21,655
I3
Verticals,
Class
A
37,385
99
110
34,887
John
Marshall
Bancorp
15,075
264
82
18,274
Live
Oak
Bancshares
100,145
289
214
143,855
Lumber
Liquidators
Holdings
68,058
1,390
87
56,367
Myers
Industries
*
8,765
99
37,019
National
Bank
Holdings,
Class
A
58,855
179
243
70,950
Oil-Dri
11,443
32
460
10,564
PCSB
Financial
16,741
49
88
17,361
PDL
Community
Bancorp
10,867
30
69
11,433
Preferred
Bank
41,959
120
47
52,686
Provident
Bancorp
14,844
43
103
17,729
Ranger
Energy
Services
3,766
11
61
5,642
REX
American
Resources
26,795
97
139
30,554
RGC
Resources
*
1,776
68
10,069
Saga
Communications,
Class
A
9,872
568
32
9,442
Saul
Centers,
REIT
37,120
110
243
46,777
Sportsman's
Warehouse
Holdings
60,963
165
14,682
*
Strattec
Security
18,197
51
35
17,206
Tonian
Holdings,
Series
A,
Voting
Shares
—
2,993
—
2,990
T.
ROWE
PRICE
Small-Cap
Value
Fund
20
The
accompanying
notes
are
an
integral
part
of
this
Portfolio
of
Investments.
AFFILIATED
COMPANIES
(CONTINUED)
($000s)
Supplementary
Investment
Schedule
Affiliate
Value
12/31/20
Purchase
Cost
Sales
Cost
Value
03/31/21
Tonian
Holdings,
Series
A,
Non-
Voting
Shares
$
—
$
2,141
$
—
$
2,139
Triumph
Group
54,414
5,277
393
86,156
Utah
Medical
Products
15,825
44
51
16,170
Winmark
46,254
4,296
146
50,454
T.
Rowe
Price
Government
Reserve
Fund,
0.04%
103,930
¤
¤
165,526
T.
Rowe
Price
Short-Term
Fund,
0.08%
59,676
¤
¤
15,399
Total
$
1,497,771^
#
Capital
gain
distributions
from
mutual
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
$2,209
of
dividend
income
and
$0
of
interest
income.
¤
Purchase
and
sale
information
not
shown
for
cash
management
funds.
^
The
cost
basis
of
investments
in
affiliated
companies
was
$1,177,584.
*
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
21
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
T.
Rowe
Price
Valuation
Committee
(the
Valuation
Committee)
is
an
internal
committee
that
has
been
delegated
certain
responsibilities
by
the
fund’s
Board
of
Directors
(the
Board)
to
ensure
that
financial
instruments
are
appropriately
priced
at
fair
value
in
accordance
with
GAAP
and
the
1940
Act.
Subject
to
oversight
by
the
Board,
the
Valuation
Committee
develops
and
oversees
pricing-related
policies
and
procedures
and
approves
all
fair
value
determinations.
Specifically,
the
Valuation
Committee
establishes
policies
and
procedures
used
in
valuing
financial
instruments,
including
those
which
cannot
be
valued
in
accordance
with
normal
procedures
or
using
pricing
vendors;
determines
pricing
techniques,
sources,
and
persons
eligible
to
effect
fair
value
pricing
actions;
evaluates
the
services
and
performance
of
the
pricing
vendors;
oversees
the
pricing
process
to
ensure
policies
and
procedures
are
being
followed;
and
provides
guidance
on
internal
controls
and
valuation-related
matters.
The
Valuation
Committee
provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1
–
quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
T.
ROWE
PRICE
Small-Cap
Value
Fund
22
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
fund's
own
assumptions
in
determining
fair
value)
Observable
inputs
are
developed
using
market
data,
such
as
publicly
available
information
about
actual
events
or
transactions,
and
reflect
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
Unobservable
inputs
are
those
for
which
market
data
are
not
available
and
are
developed
using
the
best
information
available
about
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
GAAP
requires
valuation
techniques
to
maximize
the
use
of
relevant
observable
inputs
and
minimize
the
use
of
unobservable
inputs.
When
multiple
inputs
are
used
to
derive
fair
value,
the
financial
instrument
is
assigned
to
the
level
within
the
fair
value
hierarchy
based
on
the
lowest-level
input
that
is
significant
to
the
fair
value
of
the
financial
instrument.
Input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level
but
rather
the
degree
of
judgment
used
in
determining
those
values.
Valuation
Techniques
Equity
securities,
including
exchange-traded
funds, listed
or
regularly
traded
on
a
securities
exchange
or
in
the
over-the-counter
(OTC)
market
are
valued
at
the
last
quoted
sale
price
or,
for
certain
markets,
the
official
closing
price
at
the
time
the
valuations
are
made.
OTC
Bulletin
Board
securities
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices.
A
security
that
is
listed
or
traded
on
more
than
one
exchange
is
valued
at
the
quotation
on
the
exchange
determined
to
be
the
primary
market
for
such
security.
Listed
securities
not
traded
on
a
particular
day
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices
for
domestic
securities
and
the
last
quoted
sale
or
closing
price
for
international
securities.
The
last
quoted
prices
of
non-U.S.
equity
securities
may
be
adjusted
to
reflect
the
fair
value
of
such
securities
at
the
close
of
the
NYSE,
if
the
fund
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
fund
uses
information
from
outside
pricing
services
to
evaluate
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
fund
uses
outside
pricing
services
T.
ROWE
PRICE
Small-Cap
Value
Fund
23
to
provide
it
with
quoted
prices
and
information
to
evaluate
or
adjust
those
prices.
The
fund
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.
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
or
market-based
valuations
are
not
readily
available
or
deemed
unreliable
are
valued
at
fair
value
as
determined
in
good
faith
by
the
Valuation
Committee,
in
accordance
with
fair
valuation
policies
and
procedures.
The
objective
of
any
fair
value
pricing
determination
is
to
arrive
at
a
price
that
could
reasonably
be
expected
from
a
current
sale.
Financial
instruments
fair
valued
by
the
Valuation
Committee
are
primarily
private
placements,
restricted
securities,
warrants,
rights,
and
other
securities
that
are
not
publicly
traded.
Factors
used
in
determining
fair
value
vary
by
type
of
investment
and
may
include
market
or
investment
specific
considerations.
The
Valuation
Committee
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
Committee
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
and
updated
as
information
becomes
available,
including
actual
purchase
and
sale
transactions
of
the
investment.
Because
any
fair
value
determination
involves
a
significant
amount
of
judgment,
there
is
a
degree
of
subjectivity
inherent
in
such
pricing
decisions,
and
fair
value
prices
determined
by
the
Valuation
Committee
could
differ
from
those
of
other
market
participants.
T.
ROWE
PRICE
Small-Cap
Value
Fund
24
Valuation
Inputs
The
following
table
summarizes
the
fund’s
financial
instruments,
based
on
the
inputs
used
to
determine
their
fair
values
on
March
31,
2021
(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
March
31,
2021.
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
March
31,
2021,
totaled $39,278,000 for
the
period ended
March
31,
2021.
During
the
period,
transfers
out
of
Level
3
were
because
observable
market
data
became
available
for
the
security.
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Common
Stocks
$
11,767,060
$
346,261
$
210,596
$
12,323,917
Convertible
Preferred
Stocks
—
—
379,207
379,207
Short-Term
Investments
165,526
—
—
165,526
Securities
Lending
Collateral
15,399
—
—
15,399
Total
$
11,947,985
$
346,261
$
589,803
$
12,884,049
($000s)
Beginning
Balance
1/1/21
Gain
(Loss)
During
Period
Total
Purchases
Transfer
Out
of
Level
3
Ending
Balance
3/31/21
Investment
in
Securities
Common
Stocks
$
195,528
$
2,469
$
21,339
$
(8,740)
$
210,596
Convertible
Preferred
Stocks
279,859
36,809
81,789
(19,250)
379,207
Total
$
475,387
$
39,278
$
103,128
$
(27,990)
$
589,803
T.
ROWE
PRICE
Small-Cap
Value
Fund
25
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
Committee
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
Stock
$
210,596
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Expected
Present
Value
Discount
Rate
for
Cost
of
Equity
20%
20%
Decrease
Discount
for
Lack
of
Collectability
25%
-
75%
50%
Decrease
Timing
of
Events
2.26
–
4.20
yrs
3.24
yrs
Decrease
Market
comparable
Enterprise
Value
to
Sales
Multiple
2.7x
–
4.8x
3.0x
Increase
Sales
Growth
Rate
19%
19%
Increase
Enterprise
Value
to
Gross
Profit
Multiple
7.5x
–
15.2x
12.4x
Increase
Gross
Profit
Growth
Rate
21%
21%
Increase
Enterprise
Value
to
EBITDA
Multiple
10.0x
–
15.6x
11.1x
Increase
T.
ROWE
PRICE
Small-Cap
Value
Fund
26
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**
EBITDA
Growth
Rate
29%
29%
Increase
Price
to
Tangible
Book
Value
Multiple
0.9x
–
1.0x
1.0x
Increase
Tangible
Book
Value
Growth
Rate
23%
23%
Increase
Projected
Enterprise
Value
to
EBITDA
Multiple
12.0x
12.0x
Increase
Discount
for
Lack
of
Marketability
10%
10%
Decrease
Options
Pricing
Model
Private
Company
Valuation
—#
—#
—#
Risk-Free
Rate
3%
3%
Increase
Volatility
38%
-
43%
41%
Increase
Discount
for
Lack
of
Marketability
10%
10%
Decrease
Convertible
Preferred
Stocks
$
379,207
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Market
Comparable
Enterprise
Value
to
Sales
Multiple
1.4x
–
3.7x
2.5x
Increase
Sales
Growth
Rate
10%
-
21%
16%
Increase
T.
ROWE
PRICE
Small-Cap
Value
Fund
27
#
No
quantitative
unobservable
inputs
significant
to
the
valuation
technique
were
created
by
the
fund’s
management.
*
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.
+
Valuation
techniques
may
change
in
order
to
reflect
management’s
judgment
of
current
market
participant
assumptions.
F46-054Q1
03/21
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**
Enterprise
Value
to
Gross
Profit
Multiple
3.1x
–
15.2x
10.5x
Increase
Gross
Profit
Growth
Rate
11%
-
23%
17%
Increase
Discount
for
Lack
of
Marketability
10%
10%
Decrease
Options
Pricing
Model
Private
Company
Valuation
—#
—#
—#
Risk-Free
Rate
3%
3%
Increase
Volatility
38%
38%
Increase