T.
ROWE
PRICE
Small-Cap
Value
Fund
September
30,
2022
(Unaudited)
1
Portfolio
of
Investments
‡
Shares
$
Value
(Cost
and
value
in
$000s)
‡
CLOSED-END
MUTUAL
FUNDS
0.0%
REAL
ESTATE
0.0%
Equity
Real
Estate
Investment
Trusts
0.0%
NexPoint
Diversified
Real
Estate
Trust,
REIT
358,000
4,493
Total
Real
Estate
4,493
Total
Closed-End
Mutual
Funds
(Cost
$5,712)
4,493
COMMON
STOCKS
92.4%
COMMUNICATION
SERVICES
1.5%
Media
1.5%
Advantage
Solutions (1)(2)
5,612,823
11,956
Advantage
Solutions,
Warrants,
12/31/26 (1)
400,000
40
Boston
Omaha,
Class
A (1)(3)
1,775,558
40,909
Cable
One
84,600
72,168
Saga
Communications,
Class
A (3)
360,278
9,421
Scholastic
648,184
19,938
Total
Communication
Services
154,432
CONSUMER
DISCRETIONARY
8.2%
Auto
Components
1.2%
Dorman
Products (1)
530,333
43,551
Horizon
Global (1)(3)
3,233,390
3,977
LCI
Industries
313,441
31,802
Strattec
Security (1)(3)
349,306
7,265
Visteon (1)
301,346
31,961
118,556
Distributors
0.1%
Pool
Corp
29,263
9,312
9,312
Diversified
Consumer
Services
0.9%
American
Public
Education (1)(3)
1,288,491
11,777
Clear
Secure,
Class
A (1)(2)
874,543
19,992
Strategic
Education
996,412
61,189
92,958
Hotels,
Restaurants
&
Leisure
1.3%
BJ's
Restaurants (1)
847,737
20,219
Dutch
Bros,
Class
A (1)(2)
40,500
1,262
Genius
Sports (1)
1,339,879
4,917
Marriott
Vacations
Worldwide
359,356
43,791
Papa
John's
International
747,281
52,317
T.
ROWE
PRICE
Small-Cap
Value
Fund
1
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
5,774
128,280
Household
Durables
1.2%
Cavco
Industries (1)
307,949
63,364
Meritage
Homes (1)
839,790
59,012
122,376
Internet
&
Direct
Marketing
Retail
1.0%
Big
Sky
Growth
Partners (1)
1,308,447
12,784
Deliveroo
(GBP) (1)
13,240,603
12,447
Farfetch,
Class
A (1)(2)
2,289,000
17,053
Framebridge,
EC,
Acquisition
Date:
5/19/20,
Cost $908 (1)(4)(6)
907,892
273
Poshmark,
Class
A (1)
1,045,224
16,379
Rent
the
Runway,
Class
A (1)(2)
1,324,765
2,914
ThredUp,
Class
A (1)
2,263,239
4,164
Xometry,
Class
A (1)
657,311
37,329
103,343
Leisure
Products
0.1%
Rad
Power
Bikes,
Class
A,
Acquisition
Date:
1/22/21,
Cost $5,494 (1)(4)(6)
1,138,910
6,924
6,924
Multiline
Retail
0.2%
Ollie's
Bargain
Outlet
Holdings (1)
321,300
16,579
16,579
Specialty
Retail
1.6%
Five
Below (1)
1,000
138
Floor
&
Decor
Holdings,
Class
A (1)
92,200
6,478
Hibbett
268,512
13,375
LL
Flooring
Holdings (1)(3)
2,311,544
16,019
Monro
794,766
34,540
Petco
Health
&
Wellness (1)
1,662,537
18,554
RH (1)
1,000
246
Warby
Parker,
Class
A (1)
1,796,138
23,960
Winmark (3)
227,794
49,281
162,591
Textiles,
Apparel
&
Luxury
Goods
0.6%
Bombas,
Acquisition
Date:
2/12/21,
Cost $14,601 (1)(4)(6)
3,303,766
16,188
On
Holding,
Class
A (1)(2)
519,609
8,340
Steven
Madden
1,419,140
37,849
62,377
Total
Consumer
Discretionary
823,296
T.
ROWE
PRICE
Small-Cap
Value
Fund
3
Shares
$
Value
(Cost
and
value
in
$000s)
‡
CONSUMER
STAPLES
2.8%
Beverages
0.6%
Boston
Beer,
Class
A (1)
20,466
6,624
Coca-Cola
Consolidated
118,674
48,861
55,485
Food
&
Staples
Retailing
0.0%
Grocery
Outlet
Holding (1)
67,276
2,240
2,240
Food
Products
1.6%
Nomad
Foods (1)
3,191,800
45,323
Post
Holdings (1)
521,730
42,735
Post
Holdings
Partnering (1)
898,504
8,927
Simply
Good
Foods (1)
1,083,381
34,657
Utz
Brands
1,646,927
24,869
156,511
Household
Products
0.4%
Reynolds
Consumer
Products
1,357,300
35,303
35,303
Personal
Products
0.2%
BellRing
Brands (1)
909,034
18,735
18,735
Total
Consumer
Staples
268,274
ENERGY
6.6%
Energy
Equipment
&
Services
2.6%
Cactus,
Class
A
1,138,729
43,761
ChampionX
2,170,162
42,470
Enerflex
(CAD) (2)
5,276,629
22,652
Energy
Reservoir
Holdings,
Class
A-1,
Acquisition
Date:
4/30/19,
Cost $20,875 (1)(3)(4)(5)(6)
20,874,541
14,821
Expro
Group
Holdings (1)
1,848,109
23,545
Liberty
Energy,
Class
A (1)
2,493,599
31,619
Ranger
Energy
Services (1)(3)
2,920,051
28,558
TechnipFMC (1)
6,471,293
54,747
262,173
Oil,
Gas
&
Consumable
Fuels
4.0%
Advantage
Energy
(CAD) (1)
5,977,247
42,968
International
Seaways
778,172
27,337
Kimbell
Royalty
Partners (2)
1,168,058
19,834
Magnolia
Oil
&
Gas,
Class
A
4,397,577
87,116
Matador
Resources
2,080,851
101,795
REX
American
Resources (1)
378,871
10,578
T.
ROWE
PRICE
Small-Cap
Value
Fund
4
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Venture
Global
LNG,
Series
B,
Acquisition
Date:
3/8/18,
Cost $1,314 (1)(4)(6)
435
6,436
Venture
Global
LNG,
Series
C,
Acquisition
Date:
5/25/17
-
3/8/18,
Cost $26,302 (1)(4)(6)
7,197
106,481
402,545
Total
Energy
664,718
FINANCIALS
26.1%
Banks
15.9%
BankUnited
2,145,258
73,303
Burke
&
Herbert
Bank
&
Trust (1)
8,881
20,648
Coastal
Financial (1)
424,391
16,865
Columbia
Banking
System
2,307,562
66,665
CRB
Group,
Acquisition
Date:
4/14/22,
Cost $3,215 (1)(4)(6)
30,579
3,215
CrossFirst
Bankshares (1)
1,131,827
14,770
Dogwood
State
Bank,
Non-Voting
Shares,
Acquisition
Date:
5/6/19,
Cost $2,923 (1)(4)(6)
292,336
5,262
Dogwood
State
Bank,
Voting
Shares,
Acquisition
Date:
5/6/19,
Cost $1,436 (1)(4)(6)
143,582
2,585
Dogwood
State
Bank,
Warrants,
5/6/24,
Acquisition
Date:
5/6/19,
Cost $— (1)(4)(6)
43,592
352
East
West
Bancorp
588,175
39,490
Eastern
Bankshares
1,671,508
32,828
Farmers
&
Merchants
Bank
of
Long
Beach
2,471
19,583
FB
Financial
1,401,523
53,552
First
Bancshares
662,181
19,779
Glacier
Bancorp
1,004,424
49,347
Grasshopper
Bancorp,
Acquisition
Date:
10/12/18
-
5/2/19,
Cost $5,034 (1)(4)(6)
503,404
2,013
Grasshopper
Bancorp,
Warrants,
10/12/28,
Acquisition
Date:
10/12/18,
Cost $— (1)(4)(6)
100,220
72
HarborOne
Bancorp
3,056,773
41,022
Home
BancShares
3,555,551
80,035
Independent
Bank
1,010,795
75,335
Independent
Bank
Group
953,512
58,536
John
Marshall
Bancorp (2)(3)
1,003,188
24,638
Live
Oak
Bancshares (3)
2,491,236
76,232
Metropolitan
Bank
Holding (1)
235,169
15,136
National
Bank
Holdings,
Class
A (3)
1,705,365
63,081
Origin
Bancorp
806,749
31,036
Pacific
Premier
Bancorp
1,193,473
36,950
PCSB
Financial
488,655
8,762
Pinnacle
Financial
Partners
1,305,334
105,863
Popular
894,136
64,431
Preferred
Bank
722,909
47,155
Sandy
Spring
Bancorp
657,037
23,167
T.
ROWE
PRICE
Small-Cap
Value
Fund
5
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Southern
First
Bancshares (1)
372,665
15,525
SouthState
1,157,737
91,600
SVB
Financial
Group (1)
79,049
26,543
Texas
Capital
Bancshares (1)
1,032,738
60,963
Towne
Bank
2,316,352
62,148
Veritex
Holdings
707,690
18,818
Webster
Financial
698,287
31,563
Western
Alliance
Bancorp
1,905,747
125,284
1,604,152
Capital
Markets
2.2%
AssetMark
Financial
Holdings (1)
1,619,784
29,626
Bluescape
Opportunities
Acquisition,
Warrants,
1/31/26 (1)
461,257
65
Hercules
Capital (2)
943,070
10,921
Houlihan
Lokey
849,823
64,060
Main
Street
Capital (2)
399,732
13,447
OTC
Markets
Group,
Class
A (2)
413,154
22,744
StepStone
Group,
Class
A
1,687,375
41,357
Virtus
Investment
Partners
269,252
42,951
225,171
Consumer
Finance
0.7%
Green
Dot,
Class
A (1)
1,254,898
23,818
NerdWallet,
Class
A (1)(2)
1,170,578
10,383
PRA
Group (1)
544,366
17,888
PROG
Holdings (1)
990,284
14,834
66,923
Diversified
Financial
Services
0.1%
Conyers
Park
III
Acquisition (1)
1,333,247
13,026
Stash
Financial,
Acquisition
Date:
1/6/21
-
1/26/21,
Cost $1,244 (1)(4)(6)
38,630
1,352
14,378
Insurance
2.8%
BRP
Group,
Class
A (1)
3,371,158
88,830
Coalition,
Acquisition
Date:
9/13/21,
Cost $357 (1)(4)(6)
21,587
465
Hagerty
Group
Warrant,
Acquisition
Date:
8/18/21,
Cost $377 (1)
(6)
257,272
631
James
River
Group
Holdings (3)
2,104,510
48,004
Palomar
Holdings (1)
677,686
56,736
ProAssurance
1,323,327
25,818
Ryan
Specialty
Holdings,
Class
A (1)
971,928
39,480
Selective
Insurance
Group
233,226
18,984
278,948
Mortgage
Real
Estate
Investment
Trusts
1.0%
Hannon
Armstrong
Sustainable
Infrastructure
Capital,
REIT
2,141,119
64,084
T.
ROWE
PRICE
Small-Cap
Value
Fund
6
Shares
$
Value
(Cost
and
value
in
$000s)
‡
PennyMac
Mortgage
Investment
Trust,
REIT
2,774,072
32,678
96,762
Thrifts
&
Mortgage
Finance
3.4%
Blue
Foundry
Bancorp (1)
900,652
10,042
Columbia
Financial (1)
777,110
16,420
FS
Bancorp (3)
541,958
14,774
Kearny
Financial
2,528,555
26,853
PennyMac
Financial
Services
1,204,694
51,681
Ponce
Financial
Group (1)(2)
1,777,977
16,286
Provident
Bancorp
1,184,307
16,948
Radian
Group
3,475,976
67,052
Walker
&
Dunlop
467,260
39,124
WSFS
Financial
1,874,628
87,095
346,275
Total
Financials
2,632,609
HEALTH
CARE
11.7%
Biotechnology
5.3%
Apellis
Pharmaceuticals (1)
845,669
57,759
Ascendis
Pharma,
ADR (1)
228,400
23,585
Avidity
Biosciences (1)
1,013,280
16,547
Blueprint
Medicines (1)
508,332
33,494
C4
Therapeutics (1)
380,490
3,337
Cerevel
Therapeutics
Holdings (1)
524,265
14,816
CRISPR
Therapeutics (1)(2)
302,600
19,775
Denali
Therapeutics (1)
294,592
9,041
Fate
Therapeutics (1)(2)
215,400
4,827
Generation
Bio (1)
793,508
4,213
HilleVax (1)
350,062
5,982
Icosavax (1)(2)
1,044,612
3,301
IGM
Biosciences (1)(2)
392,244
8,920
Immuneering,
Class
A (1)
319,451
4,574
Insmed (1)
1,780,882
38,360
Ionis
Pharmaceuticals (1)
819,600
36,251
Karuna
Therapeutics (1)
180,330
40,562
Kura
Oncology (1)
887,618
12,125
Kymera
Therapeutics (1)(2)
977,953
21,290
MacroGenics (1)
1,812,100
6,270
Monte
Rosa
Therapeutics (1)(2)
738,749
6,035
Nkarta (1)(2)
1,518,241
19,980
Nurix
Therapeutics (1)
390,408
5,087
Progenic
Pharmaceuticals,
CVR (1)(2)(4)
1,146,000
1,319
Prometheus
Biosciences (1)
39,800
2,349
Prothena (1)
180,013
10,914
Relay
Therapeutics (1)
717,513
16,051
T.
ROWE
PRICE
Small-Cap
Value
Fund
7
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Repare
Therapeutics (1)
596,539
7,236
Replimune
Group (1)
500,229
8,639
Syndax
Pharmaceuticals (1)
556,600
13,375
Tenaya
Therapeutics (1)(2)
886,780
2,572
Twist
Bioscience (1)
328,147
11,564
Verve
Therapeutics (1)
421,929
14,493
Xencor (1)
1,170,858
30,419
Zentalis
Pharmaceuticals (1)
700,785
15,179
530,241
Health
Care
Equipment
&
Supplies
1.9%
Atrion
81,923
46,286
Embecta
1,289,229
37,117
Figs,
Class
A (1)
2,522,117
20,807
Lantheus
Holdings (1)
647,219
45,519
Pax
Labs,
Class
A,
Acquisition
Date:
4/18/19,
Cost $9,910 (1)(4)
(6)
2,631,808
1,737
QuidelOrtho (1)
318,068
22,736
Utah
Medical
Products (3)
241,518
20,604
194,806
Health
Care
Providers
&
Services
3.5%
Agiliti (1)(2)
2,041,163
29,209
Alignment
Healthcare (1)
2,888,010
34,194
Ensign
Group
721,372
57,349
Innovage
Holding (1)(2)
3,487,241
20,505
Molina
Healthcare (1)
51,298
16,920
Option
Care
Health (1)
2,897,843
91,195
Pennant
Group (1)
1,512,862
15,749
Select
Medical
Holdings
4,055,534
89,628
354,749
Health
Care
Technology
0.6%
Certara (1)
622,080
8,261
Multiplan (1)(2)
4,239,756
12,126
Phreesia (1)
1,609,624
41,013
Schrodinger (1)
70,500
1,761
63,161
Life
Sciences
Tools
&
Services
0.2%
Pacific
Biosciences
of
California (1)(2)
2,163,584
12,560
Seer (1)
761,056
5,891
18,451
Pharmaceuticals
0.2%
Arvinas (1)
379,897
16,902
16,902
Total
Health
Care
1,178,310
T.
ROWE
PRICE
Small-Cap
Value
Fund
8
Shares
$
Value
(Cost
and
value
in
$000s)
‡
INDUSTRIALS
&
BUSINESS
SERVICES
13.1%
Aerospace
&
Defense
0.9%
Parsons (1)
1,058,860
41,507
Triumph
Group (1)(3)
5,562,950
47,786
89,293
Airlines
0.3%
Allegiant
Travel (1)
218,707
15,961
Sun
Country
Airlines
Holdings (1)
979,562
13,332
29,293
Building
Products
1.9%
CSW
Industrials
436,148
52,251
Insteel
Industries
448,958
11,911
JELD-WEN
Holding (1)
1,350,017
11,813
UFP
Industries
1,154,002
83,273
Zurn
Elkay
Water
Solutions
1,452,235
35,580
194,828
Commercial
Services
&
Supplies
1.6%
ABM
Industries
447,839
17,121
Aris
Water
Solution,
Class
A
1,848,243
23,584
Brady,
Class
A
1,245,092
51,958
MSA
Safety
259,903
28,402
Stericycle (1)
458,145
19,292
Tetra
Tech
163,241
20,981
161,338
Construction
&
Engineering
0.6%
Valmont
Industries
206,216
55,394
55,394
Electrical
Equipment
1.7%
Array
Technologies (1)
1,457,637
24,168
Regal
Rexnord
696,048
97,697
Shoals
Technologies
Group,
Class
A (1)
1,367,039
29,460
Thermon
Group
Holdings (1)
1,452,707
22,386
173,711
Machinery
2.9%
Alamo
Group
276,500
33,808
Blue
Bird (1)
1,179,765
9,851
CIRCOR
International (1)(3)
1,836,766
30,288
Enerpac
Tool
Group
840,761
14,991
Esab
358,680
11,966
ESCO
Technologies
584,287
42,910
Helios
Technologies
849,397
42,980
Hydrofarm
Holdings
Group (1)
128,057
248
T.
ROWE
PRICE
Small-Cap
Value
Fund
9
Shares
$
Value
(Cost
and
value
in
$000s)
‡
John
Bean
Technologies
55,610
4,782
RBC
Bearings (1)
232,651
48,347
SPX
Technologies (1)
1,016,100
56,109
296,280
Marine
0.0%
Matson
15,207
936
936
Professional
Services
0.3%
Checkr,
Acquisition
Date:
6/29/18,
Cost $866 (1)(4)(6)
211,422
1,628
FTI
Consulting (1)
152,377
25,250
26,878
Road
&
Rail
0.7%
Landstar
System
488,600
70,539
U.S.
Xpress
Enterprises,
Class
A (1)(3)
1,918,774
4,720
75,259
Trading
Companies
&
Distributors
2.2%
Air
Lease
614,874
19,067
Beacon
Roofing
Supply (1)
1,567,845
85,792
Herc
Holdings
104,810
10,888
McGrath
RentCorp
503,901
42,257
Rush
Enterprises,
Class
A
342,242
15,011
Univar
Solutions (1)
2,201,522
50,063
223,078
Total
Industrials
&
Business
Services
1,326,288
INFORMATION
TECHNOLOGY
5.6%
Communications
Equipment
0.8%
Harmonic (1)(3)
6,419,496
83,903
83,903
Electronic
Equipment,
Instruments
&
Components
2.0%
Belden
1,592,066
95,556
Knowles (1)
1,216,100
14,800
Littelfuse
388,334
77,158
PAR
Technology (1)(2)
407,991
12,048
199,562
IT
Services
0.7%
Conduent (1)
4,156,738
13,883
Megaport
(AUD) (1)
4,009,199
19,617
Payoneer
Global (1)
4,712,376
28,510
Themis
Solutions,
Acquisition
Date:
4/14/21,
Cost $3,039 (1)(4)(6)
135,360
2,748
Toast,
Class
A (1)
641,747
10,730
75,488
T.
ROWE
PRICE
Small-Cap
Value
Fund
10
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Semiconductors
&
Semiconductor
Equipment
1.1%
Entegris
310,418
25,771
Lattice
Semiconductor (1)
658,157
32,388
MaxLinear (1)
893,637
29,150
Onto
Innovation (1)
376,401
24,109
111,418
Software
1.0%
Apiture,
Acquisition
Date:
7/1/20
-
6/30/22,
Cost $8,333 (1)(4)(6)
523,101
8,693
Clearwater
Analytics
Holdings,
Class
A (1)(2)
561,379
9,426
DoubleVerify
Holdings (1)
860,395
23,532
Gusto,
Acquisition
Date:
8/18/20
-
11/9/20,
Cost $7,473 (1)(4)(6)
559,515
10,536
nCino (1)(2)
455,674
15,543
Paycor
HCM (1)(2)
882,765
26,094
Socure,
Acquisition
Date:
12/22/21,
Cost $2,410 (1)(4)(6)
149,990
1,833
Workiva (1)
90,636
7,051
102,708
Total
Information
Technology
573,079
MATERIALS
4.0%
Chemicals
1.8%
AgroFresh
Solutions (1)(3)
5,486,200
8,229
Element
Solutions
3,120,900
50,777
Hawkins
661,686
25,799
Orion
Engineered
Carbons
2,715,791
36,256
Quaker
Chemical
394,300
56,929
177,990
Containers
&
Packaging
0.4%
Myers
Industries (3)
2,419,189
39,844
39,844
Metals
&
Mining
1.4%
Carpenter
Technology
1,369,065
42,633
Constellium (1)
4,214,085
42,731
Reliance
Steel
&
Aluminum
313,465
54,671
140,035
Paper
&
Forest
Products
0.4%
Clearwater
Paper (1)(3)
1,054,279
39,641
West
Fraser
Timber
(CAD)
13,010
941
40,582
Total
Materials
398,451
REAL
ESTATE
7.8%
Equity
Real
Estate
Investment
Trusts
6.2%
Apartment
Investment
&
Management,
Class
A
2,088,765
15,248
T.
ROWE
PRICE
Small-Cap
Value
Fund
11
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Apple
Hospitality
3,335,206
46,893
CubeSmart,
REIT
1,002,100
40,144
EastGroup
Properties,
REIT
489,100
70,597
Essential
Properties
Realty
Trust,
REIT
2,313,723
45,002
IQHQ,
REIT,
Acquisition
Date:
10/30/19
-
8/21/20,
Cost $13,130 (1)(3)(4)(6)
866,287
24,256
JBG
SMITH
Properties,
REIT
2,743,442
50,973
NexPoint
Residential
Trust,
REIT
186,900
8,637
Pebblebrook
Hotel
Trust,
REIT
2,521,200
36,582
PotlatchDeltic,
REIT
1,129,946
46,373
Safehold,
REIT (2)
1,138,350
30,121
Saul
Centers,
REIT (3)
1,331,406
49,928
Terreno
Realty,
REIT
1,891,600
100,236
UMH
Properties,
REIT
456,800
7,377
Washington
Real
Estate
Investment
Trust,
REIT
3,055,900
53,661
626,028
Real
Estate
Management
&
Development
1.6%
DigitalBridge
Group (2)
1,540,700
19,274
eXp
World
Holdings (2)
611,100
6,850
FirstService
453,200
53,935
Opendoor
Technologies,
Class
A (1)
3,745,497
11,649
St.
Joe
1,444,568
46,270
Tricon
Residential (2)
3,244,597
28,066
166,044
Total
Real
Estate
792,072
UTILITIES
5.0%
Electric
Utilities
2.2%
IDACORP
1,082,100
107,139
MGE
Energy
1,158,037
76,002
PNM
Resources
880,475
40,264
223,405
Gas
Utilities
1.6%
Chesapeake
Utilities
518,063
59,779
ONE
Gas
748,782
52,707
RGC
Resources (3)
575,962
12,130
Southwest
Gas
Holdings
476,549
33,239
157,855
Independent
Power
&
Renewable
Electricity
Producers
0.4%
NextEra
Energy
Partners
547,826
39,613
39,613
T.
ROWE
PRICE
Small-Cap
Value
Fund
12
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Multi-Utilities
0.2%
NorthWestern
467,984
23,062
23,062
Water
Utilities
0.6%
Artesian
Resources,
Class
A
115,404
5,553
California
Water
Service
Group
624,539
32,907
SJW
Group
300,020
17,281
55,741
Total
Utilities
499,676
Total
Common
Stocks
(Cost
$7,374,561)
9,311,205
CONVERTIBLE
PREFERRED
STOCKS
5.0%
CONSUMER
DISCRETIONARY
0.8%
Hotels,
Restaurants
&
Leisure
0.6%
Cava
Group,
Series
E,
Acquisition
Date:
6/23/20
-
3/26/21,
Cost $17,573 (1)(4)(6)
695,708
40,671
Cava
Group,
Series
F,
Acquisition
Date:
3/26/21,
Cost $14,389 (1)
(4)(6)
382,387
22,354
Torchys
Holdings,
Acquisition
Date:
11/13/20,
Cost $2,539 (1)(4)
(5)(6)
282,711
1,134
64,159
Internet
&
Direct
Marketing
Retail
0.1%
1661,
Series
F,
Acquisition
Date:
5/28/21,
Cost $12,383 (1)(4)(6)
2,127,647
3,915
Minted,
Series
E,
Acquisition
Date:
10/30/18,
Cost $5,471 (1)(4)(6)
406,249
5,505
9,420
Leisure
Products
0.1%
Rad
Power
Bikes,
Series
C,
Acquisition
Date:
1/22/21,
Cost $5,494 (1)(4)(6)
1,138,910
6,924
Rad
Power
Bikes,
Series
D,
Acquisition
Date:
9/16/21,
Cost $10,332 (1)(4)(6)
1,078,119
6,555
13,479
Total
Consumer
Discretionary
87,058
CONSUMER
STAPLES
0.6%
Food
Products
0.6%
Farmers
Business
Network,
Series
D,
Acquisition
Date:
11/3/17,
Cost $15,529 (1)(4)(6)
841,026
52,277
Farmers
Business
Network,
Series
E,
Acquisition
Date:
2/11/19,
Cost $3,362 (1)(4)(6)
144,247
8,966
Farmers
Business
Network,
Series
F,
Acquisition
Date:
7/31/20,
Cost $881 (1)(4)(6)
26,661
1,657
Total
Consumer
Staples
62,900
T.
ROWE
PRICE
Small-Cap
Value
Fund
13
Shares
$
Value
(Cost
and
value
in
$000s)
‡
FINANCIALS
0.7%
Banks
0.1%
CRB
Group,
Acquisition
Date:
1/28/22,
Cost $11,470 (1)(4)(6)
109,095
11,470
11,470
Diversified
Financial
Services
0.3%
Stash
Financial,
Series
F,
Acquisition
Date:
4/24/20,
Cost $11,157 (1)(4)(6)
445,224
15,587
Stash
Financial,
Series
G,
Acquisition
Date:
1/26/21,
Cost $12,559 (1)(4)(6)
335,107
11,732
27,319
Insurance
0.3%
Coalition,
Series
E,
Acquisition
Date:
9/7/21,
Cost $21,422 (1)(4)
(6)
1,296,510
27,920
27,920
Total
Financials
66,709
HEALTH
CARE
0.9%
Biotechnology
0.0%
Laronde,
Series
B,
Acquisition
Date:
7/28/21,
Cost $9,269 (1)(4)(6)
331,043
1,854
1,854
Health
Care
Providers
&
Services
0.3%
Capsule,
Series
D,
Acquisition
Date:
4/7/21,
Cost $6,130 (1)(4)(6)
423,036
5,220
Honor
Technology,
Series
D,
Acquisition
Date:
10/16/20,
Cost $8,982 (1)(4)(6)
3,729,550
10,778
Honor
Technology,
Series
E,
Acquisition
Date:
9/29/21,
Cost $10,347 (1)(4)(6)
3,272,913
9,459
25,457
Life
Sciences
Tools
&
Services
0.6%
Cleerly,
Series
C,
Acquisition
Date:
7/8/22,
Cost $11,917 (1)(4)(6)
1,011,567
11,917
National
Resilience,
Series
B,
Acquisition
Date:
10/23/20,
Cost $6,453 (1)(4)(6)
472,388
28,688
National
Resilience,
Series
C,
Acquisition
Date:
6/9/21,
Cost $13,636 (1)(4)(6)
307,043
18,647
59,252
Total
Health
Care
86,563
INDUSTRIALS
&
BUSINESS
SERVICES
1.0%
Aerospace
&
Defense
0.4%
ABL
Space
Systems,
Series
B,
Acquisition
Date:
3/24/21,
Cost $14,587 (1)(4)(6)
323,903
22,024
Epirus,
Series
C-2,
Acquisition
Date:
1/28/22,
Cost $14,645 (1)(4)
(6)
2,622,728
14,645
36,669
T.
ROWE
PRICE
Small-Cap
Value
Fund
14
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Electrical
Equipment
0.4%
CELLINK,
Series
D,
Acquisition
Date:
1/20/22,
Cost $12,776 (1)
(4)(6)
613,518
12,776
Tonian
Holdings,
Series
A,
Non-Voting
Shares,
Acquisition
Date:
1/15/21
-
7/20/21,
Cost $8,652 (1)(3)(4)(6)
8,531,194
10,238
Tonian
Holdings,
Series
A,
Voting
Shares,
Acquisition
Date:
1/15/21
-
1/26/22,
Cost $15,688 (1)(3)(4)(6)
15,050,275
18,060
41,074
Professional
Services
0.1%
Checkr,
Series
C,
Acquisition
Date:
4/10/18,
Cost $4,046 (1)(4)(6)
889,080
6,846
6,846
Road
&
Rail
0.1%
Convoy,
Series
D,
Acquisition
Date:
10/30/19,
Cost $19,800 (1)(4)
(6)
1,462,353
7,575
7,575
Total
Industrials
&
Business
Services
92,164
INFORMATION
TECHNOLOGY
0.8%
IT
Services
0.1%
Themis
Solutions,
Series
AA,
Acquisition
Date:
4/14/21,
Cost $684 (1)(4)(6)
30,470
619
Themis
Solutions,
Series
AB,
Acquisition
Date:
4/14/21,
Cost $68 (1)(4)(6)
3,030
61
Themis
Solutions,
Series
B,
Acquisition
Date:
4/14/21,
Cost $74 (1)(4)(6)
3,310
67
Themis
Solutions,
Series
E,
Acquisition
Date:
4/14/21,
Cost $8,658 (1)(4)(6)
385,620
7,828
8,575
Software
0.7%
Gusto,
Series
B,
Acquisition
Date:
8/18/20,
Cost $1,746 (1)(4)(6)
129,187
2,433
Gusto,
Series
B-2,
Acquisition
Date:
8/18/20,
Cost $3,259 (1)(4)(6)
241,168
4,541
Gusto,
Series
C,
Acquisition
Date:
7/16/18,
Cost $5,412 (1)(4)(6)
711,894
13,405
Gusto,
Series
D,
Acquisition
Date:
7/16/19,
Cost $7,227 (1)(4)(6)
542,859
10,222
Mesosphere,
Series
D,
Acquisition
Date:
5/4/18,
Cost $13,431 (1)
(4)(6)
1,214,930
814
Nuro,
Series
C,
Acquisition
Date:
10/30/20
-
3/2/21,
Cost $11,195 (1)(4)(6)
857,551
17,876
Nuro,
Series
D,
Acquisition
Date:
10/29/21,
Cost $6,458 (1)(4)(6)
309,802
6,458
SecurityScorecard,
Series
E,
Acquisition
Date:
3/5/21,
Cost $9,505 (1)(4)(6)
1,881,753
9,183
Socure,
Series
A,
Acquisition
Date:
12/22/21,
Cost $2,929 (1)(4)
(6)
182,290
2,228
Socure,
Series
A-1,
Acquisition
Date:
12/22/21,
Cost $2,404 (1)
(4)(6)
149,613
1,828
Socure,
Series
B,
Acquisition
Date:
12/22/21,
Cost $43 (1)(4)(6)
2,706
33
T.
ROWE
PRICE
Small-Cap
Value
Fund
15
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Socure,
Series
E,
Acquisition
Date:
10/27/21,
Cost $5,572 (1)(4)(6)
346,775
4,238
73,259
Total
Information
Technology
81,834
MATERIALS
0.2%
Chemicals
0.1%
Sila
Nano,
Series
F,
Acquisition
Date:
1/7/21,
Cost $11,381 (1)(4)
(6)
275,749
8,595
8,595
Metals
&
Mining
0.1%
Kobold
Metals,
Series
B-1,
Acquisition
Date:
1/10/22,
Cost $14,318 (1)(4)(6)
522,347
14,318
14,318
Total
Materials
22,913
Total
Convertible
Preferred
Stocks
(Cost
$405,853)
500,141
PREFERRED
STOCKS
0.0%
ENERGY
0.0%
Energy
Equipment
&
Services
0.0%
Energy
Reservoir
Holdings,
Class
A-3,
Acquisition
Date:
5/3/21
-
9/29/21,
Cost $1,287 (1)(3)(4)(5)(6)
1,286,870
914
Total
Energy
914
Total
Preferred
Stocks
(Cost
$1,287)
914
SHORT-TERM
INVESTMENTS
2.6%
Money
Market
Funds
2.6%
T.
Rowe
Price
Government
Reserve
Fund,
3.07% (3)(7)
264,865,345
264,865
Total
Short-Term
Investments
(Cost
$264,865)
264,865
SECURITIES
LENDING
COLLATERAL
0.6%
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,
3.07% (3)(7)
27,450
27
Total
Investments
in
a
Pooled
Account
through
Securities
Lending
Program
with
JPMorgan
Chase
Bank
27
T.
ROWE
PRICE
Small-Cap
Value
Fund
16
Shares
$
Value
(Cost
and
value
in
$000s)
‡
INVESTMENTS
IN
A
POOLED
ACCOUNT
THROUGH
SECURITIES
LENDING
PROGRAM
WITH
STATE
STREET
BANK
AND
TRUST
COMPANY
0.6%
Money
Market
Funds
0.6%
T.
Rowe
Price
Government
Reserve
Fund,
3.07% (3)(7)
56,644,945
56,645
Total
Investments
in
a
Pooled
Account
through
Securities
Lending
Program
with
State
Street
Bank
and
Trust
Company
56,645
Total
Securities
Lending
Collateral
(Cost
$56,672)
56,672
Total
Investments
in
Securities
100.6%
(Cost
$8,108,950)
$
10,138,290
Other
Assets
Less
Liabilities
(0.6)%
(
55,562
)
Net
Assets
100.0%
$
10,082,728
‡
Shares
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
Non-income
producing
(2)
All
or
a
portion
of
this
security
is
on
loan
at
September
30,
2022.
(3)
Affiliated
Companies
(4)
Level
3
in
fair
value
hierarchy.
(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)
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
$725,332
and
represents
7.2%
of
net
assets.
(7)
Seven-day
yield
ADR
American
Depositary
Receipts
AUD
Australian
Dollar
CAD
Canadian
Dollar
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
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
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
nine
months
ended
September
30,
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
Advantage
Energy
$
24,165
$
(
14,327
)
$
—
AgroFresh
Solutions
(
1,797
)
(
925
)
—
American
Public
Education
(
72
)
(
16,899
)
—
Aris
Water
Solution,
Class
A
1,854
(
2,100
)
549
Boston
Omaha,
Class
A
177
(
10,365
)
—
BRP
Group,
Class
A
(
809
)
(
30,125
)
—
CIRCOR
International
(
96
)
(
19,527
)
—
Clearwater
Paper
1,326
127
—
Dogwood
State
Bank,
Non-Voting
Shares
—
1,424
—
Dogwood
State
Bank,
Voting
Shares
—
700
—
Dogwood
State
Bank,
Warrants,
5/6/24
—
142
—
Enerflex
(
263
)
(
8,951
)
219
Energy
Reservoir
Holdings,
Class
A-1
—
(
6,054
)
—
Energy
Reservoir
Holdings,
Class
A-3
—
(
373
)
—
FS
Bancorp
130
(
3,644
)
385
HarborOne
Bancorp
1,636
(
6,463
)
640
Harmonic
29,095
(
22,926
)
—
Horizon
Global
63
(
22,038
)
—
IQHQ,
REIT
—
8,044
—
James
River
Group
Holdings
36
(
8,128
)
303
John
Marshall
Bancorp
539
4,539
212
Live
Oak
Bancshares
878
(
126,750
)
209
LL
Flooring
Holdings
(
122
)
(
23,468
)
—
Myers
Industries
188
(
8,613
)
953
National
Bank
Holdings,
Class
A
876
(
12,407
)
1,179
Orion
Engineered
Carbons
(
1,723
)
(
12,262
)
178
PCSB
Financial
(
307
)
(
351
)
194
Ponce
Financial
Group ^^
3
(
2,472
)
—
Preferred
Bank
3,238
(
7,920
)
986
Provident
Bancorp
64
(
5,176
)
143
Ranger
Energy
Services ^^
(
175
)
(
226
)
—
REX
American
Resources
3,709
(
5,541
)
—
RGC
Resources
3
(
714
)
312
Saga
Communications,
Class
A
676
545
982
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
Saul
Centers,
REIT
$
348
$
(
20,114
)
$
4,379
Strattec
Security
63
(
5,742
)
—
Tonian
Holdings,
Series
A,
Non-Voting
Shares
—
1,707
—
Tonian
Holdings,
Series
A,
Voting
Shares
—
2,540
—
Triumph
Group
255
(
54,949
)
—
U.S.
Xpress
Enterprises,
Class
A
(
111
)
(
4,111
)
—
Utah
Medical
Products
156
(
3,634
)
211
Winmark
1,456
(
9,964
)
463
T.
Rowe
Price
Government
Reserve
Fund,
3.07%
—
—
1,565
++
Affiliates
not
held
at
period
end
5,839
(
3,849
)
—
Totals
$
71,298
#
$
(
461,340
)
$
14,062
+
T.
ROWE
PRICE
Small-Cap
Value
Fund
19
AFFILIATED
COMPANIES
(CONTINUED)
($000s)
Supplementary
Investment
Schedule
Affiliate
Value
12/31/21
Purchase
Cost
Sales
Cost
Value
09/30/22
Advantage
Energy
$
75,324
$
—
$
18,029
$
*
AgroFresh
Solutions
11,399
—
2,245
8,229
American
Public
Education
28,992
—
316
11,777
Aris
Water
Solution,
Class
A
*
9,005
4,693
*
Boston
Omaha,
Class
A
51,581
—
307
40,909
BRP
Group,
Class
A
*
11,554
6,174
*
CIRCOR
International
42,771
7,546
502
30,288
Clearwater
Paper
50,519
1,480
12,485
39,641
Dogwood
State
Bank,
Non-
Voting
Shares
3,838
—
—
*
Dogwood
State
Bank,
Voting
Shares
1,885
—
—
*
Dogwood
State
Bank,
Warrants,
5/6/24
210
—
—
*
Enerflex
*
557
1,522
*
Energy
Reservoir
Holdings,
Class
A-1
20,875
—
—
14,821
Energy
Reservoir
Holdings,
Class
A-3
1,287
—
—
914
FS
Bancorp
18,954
—
536
14,774
HarborOne
Bancorp
*
—
4,508
*
Harmonic
133,704
2,466
29,341
83,903
Horizon
Global
26,086
—
71
3,977
I3
Verticals,
Class
A
24,840
—
20,991
—
IQHQ,
REIT
*
13,130
17,102
24,256
James
River
Group
Holdings
*
14,425
480
48,004
John
Marshall
Bancorp
20,584
735
1,220
24,638
Live
Oak
Bancshares
192,229
11,102
349
76,232
LL
Flooring
Holdings
40,251
—
764
16,019
Myers
Industries
39,980
10,669
2,192
39,844
National
Bank
Holdings,
Class
A
74,898
2,426
1,836
63,081
Orion
Engineered
Carbons
*
7,949
13,363
*
PCSB
Financial
19,349
—
10,236
*
Ponce
Financial
Group ^^
15,142
3,800
184
*
Preferred
Bank
57,766
—
2,691
*
Provident
Bancorp
*
—
150
*
Ranger
Energy
Services ^^
29,794
14,000
15,010
28,558
REX
American
Resources
33,635
—
17,516
*
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
12/31/21
Purchase
Cost
Sales
Cost
Value
09/30/22
RGC
Resources
$
10,156
$
2,818
$
130
$
12,130
Saga
Communications,
Class
A
11,222
—
2,346
9,421
Saul
Centers,
REIT
69,918
503
379
49,928
Strattec
Security
13,203
—
196
7,265
Tonian
Holdings,
Series
A,
Non-
Voting
Shares
8,531
—
—
10,238
Tonian
Holdings,
Series
A,
Voting
Shares
11,925
3,595
—
18,060
Triumph
Group
97,338
6,188
791
47,786
U.S.
Xpress
Enterprises,
Class
A
*
2,379
298
4,720
Utah
Medical
Products
22,862
1,475
99
20,604
Winmark
65,358
—
6,113
49,281
T.
Rowe
Price
Government
Reserve
Fund,
3.07%
269,856
¤
¤
321,537
Total
$
1,120,835
^
#
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
$14,062
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
$1,142,744.
^^
Includes
previously
reported
affiliates
PDL
Community
Bancorp;
Ranger
Energy
Services,
Series
A
acquired
through
a
corporate
action.
*
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 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
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 fund’s
own
assumptions
in
determining
fair
value)
T.
ROWE
PRICE
Small-Cap
Value
Fund
22
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
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
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.
T.
ROWE
PRICE
Small-Cap
Value
Fund
23
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.
Valuation
Inputs
The
following
table
summarizes
the
fund’s
financial
instruments,
based
on
the
inputs
used
to
determine
their
fair
values
on
September
30,
2022
(for
further
detail
by
category,
please
refer
to
the
accompanying
Portfolio
of
Investments):
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Closed-End
Mutual
Funds
$
4,493
$
—
$
—
$
4,493
Common
Stocks
8,986,986
99,256
224,963
9,311,205
Convertible
Preferred
Stocks
—
—
500,141
500,141
Preferred
Stocks
—
—
914
914
Short-Term
Investments
264,865
—
—
264,865
Securities
Lending
Collateral
56,672
—
—
56,672
Total
$
9,313,016
$
99,256
$
726,018
$
10,138,290
T.
ROWE
PRICE
Small-Cap
Value
Fund
24
Following
is
a
reconciliation
of
the
fund’s
Level
3
holdings
for
the
period ended
September
30,
2022.
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,
2022,
totaled $(50,400,000) for
the
period ended
September
30,
2022.
($000s)
Beginning
Balance
12/31/21
Gain
(Loss)
During
Period
Total
Purchases
Total
Sales
Ending
Balance
9/30/22
Investment
in
Securities
Common
Stocks
$
186,369
$
40,509
$
17,266
$
(19,181)
$
224,963
Convertible
Preferred
Stocks
522,958
(91,538)
68,721
—
500,141
Preferred
Stocks
1,287
(373)
—
—
914
Total
$
710,614
$
(51,402)
$
85,987
$
(19,181)
$
726,018
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
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
Stock
$
224,963
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Expected
present
value
Discount
rate
for
cost
of
equity
20%
20%
Decrease
Discount
for
lack
of
collectability
50%
50%
Decrease
Timing
of
events
2.75
yrs
2.75
yrs
Decrease
Market
comparable
Enterprise
value
to
sales
multiple
1.4x
–
14.7x
4.1x
Increase
Sales
growth
rate
5%
–
75%
24%
Increase
Enterprise
value
to
gross
profit
multiple
4.5x
–
18.9x
9.9x
Increase
Gross
profit
growth
rate
18%
–
54%
32%
Increase
Enterprise
value
to
EBITDA
multiple
10.1x
–
32.4x
12.4x
Increase
EBITDA
growth
rate
23%
–
48%
46%
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**
Projected
enterprise
value
to
EBITDA
multiple
14.0x
14.0x
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
3%
3%
Increase
Volatility
38%
–
41%
39%
Increase
Discount
for
lack
of
marketability
10%
10%
Decrease
Convertible
Preferred
Stocks
$
500,141
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
Market
comparable
Enterprise
value
to
sales
multiple
0.8x
–
14.7x
5.5x
Increase
Sales
growth
rate
5%
–
75%
31%
Increase
Enterprise
value
to
gross
profit
multiple
2.3x
–
18.9x
9.9x
Increase
Gross
profit
growth
rate
18%
–
57%
38%
Increase
T.
ROWE
PRICE
Small-Cap
Value
Fund
27
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
EBITDA
multiple
16.3x
–
26.9x
21.3x
Increase
EBITDA
growth
rate
23%
23%
Increase
Enterprise
value
to
gross
merchandise
value
multiple
0.5x
–
0.6x
0.6x
Increase
Gross
merchandise
value
growth
rate
30%
30%
Increase
Projected
enterprise
value
to
sales
multiple
0.8x
0.8x
Increase
Projected
enterprise
value
to
EBITDA
multiple
4.3x
–
8.3x
5.8x
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
Preferred
Stocks
$
914
Recent
comparable
transaction
price(s)
—#
—#
—#
—#
T.
ROWE
PRICE
Small-Cap
Value
Fund
28
+
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.
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
a
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
an
impact
on
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
sales
multiple
1.7x
1.7x
Increase
Enterprise
value
to
EBITDA
multiple
11.6x
11.6x
Increase
Discount
for
lack
of
marketability
10%
10%
Decrease
T.
ROWE
PRICE
Small-Cap
Value
Fund
29
the
fund’s
performance,
which
could
be
negatively
impacted
if
the
value
of
a
portfolio
holding
were
harmed
by
these
and
such
other
events.
Management
is
actively
monitoring
the
risks
and
financial
impacts
arising
from
these
events.
F46-054Q3
09/22