T. Rowe Price Mid-Cap Growth Fund (RPMGX) N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-06665

T. Rowe Price Mid-Cap Growth Fund, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, MD 21202

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

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

Date of fiscal year end: December 31

Date of reporting period: December 31, 2024

Item 1. Reports to Shareholders

    (a) Report pursuant to Rule 30e-1

Annual Shareholder Report

December 31, 2024

Mid-Cap Growth Fund

Investor Class (RPMGX)

This annual shareholder report contains important information about Mid-Cap Growth Fund (the "fund") for the period of January 1, 2024 to December 31, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary. 

What were the fund costs for the last year? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Mid-Cap Growth Fund - Investor Class	$79	0.75%

What drove fund performance during the past 12 months?

• U.S. equities posted strong returns over the past 12 months, lifted by favorable economic data and corporate earnings reports, easing inflationary pressures, and short-term interest rate reductions by the Federal Reserve. The results of the presidential election ended a lengthy period of uncertainty, boosting stocks further. Within the mid-cap segment, growth stocks strongly outperformed value counterparts, with speculative, high-beta, and growth-at-any price stocks performing especially well.

• Versus the style-specific Russell Midcap Growth Index, the leading contributor to relative performance was stock selection in communication services. Shares of social media network Reddit, which went public early in the first quarter of 2025, soared on strong results reflecting broad-based strength. Spotify and Trade Desk were also strong performers in the sector.

• On the negative side, the leading detractor from relative performance was health care due to stock choices and an overweight allocation. An uneven post-pandemic recovery continued to frustrate investors in medical device manufacturing company Teleflex. The information technology sector also hindered relative results, with both stock selection and an underweight allocation negatively affecting performance. Not holding high-momentum software names Palantir Technologies and AppLovin hurt relative results.

• The fund seeks to provide long-term capital appreciation by investing in mid-cap stocks with potential for above-average earnings growth. We pay careful attention to risk and valuation relative to growth prospects, and our focus remains on owning quality companies with durable growth prospects and prudent balance sheets.

How has the fund performed?

Cumulative Returns of a Hypothetical $10,000 Investment as of December 31, 2024

	Investor Class	Regulatory Benchmark	Strategy Benchmark
2014	10,000	10,000	10,000
2015	10,652	10,180	10,538
2015	10,790	10,194	10,418
2015	10,134	9,455	9,585
2015	10,656	10,048	9,980
2016	10,611	10,145	10,038
2016	10,818	10,412	10,195
2016	11,274	10,870	10,663
2016	11,328	11,327	10,711
2017	12,252	11,978	11,450
2017	12,984	12,339	11,932
2017	13,543	12,903	12,563
2017	14,144	13,721	13,418
2018	14,717	13,633	13,710
2018	14,851	14,163	14,143
2018	15,953	15,172	15,214
2018	13,855	13,002	12,780
2019	16,101	14,828	15,288
2019	17,217	15,435	16,114
2019	17,091	15,614	16,005
2019	18,224	17,035	17,314
2020	13,997	13,475	13,844
2020	17,889	16,443	18,033
2020	19,361	17,957	19,724
2020	22,628	20,593	23,475
2021	23,314	21,900	23,342
2021	24,851	23,705	25,927
2021	24,881	23,681	25,730
2021	26,035	25,877	26,463
2022	23,104	24,512	23,134
2022	19,418	20,418	18,259
2022	18,631	19,506	18,140
2022	20,170	20,907	19,392
2023	21,628	22,408	21,163
2023	22,769	24,288	22,483
2023	21,685	23,497	21,308
2023	24,226	26,334	24,408
2024	26,277	28,973	26,726
2024	25,066	29,904	25,867
2024	26,553	31,767	27,559
2024	26,503	32,604	29,803

202501-4140694, 202502-4108647

F64-052 2/25

Average Annual Total Returns

	1 Year	5 Years	10 Years
Mid-Cap Growth Fund (Investor Class)	9.40%	7.78%	10.24%
Russell 3000 Index (Regulatory Benchmark)	23.81	13.86	12.55
Russell Midcap Growth Index (Strategy Benchmark)	22.10	11.47	11.54

The preceding line graph shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund’s performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. The fund's total return figures reflect the reinvestment of dividends and capital gains, if any.Neither the fund’s returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares.The fund’s past performance is not a good predictor of the fund’s future performance.Updated performance information can be found at www.troweprice.com.

What are some fund statistics?

Fund Statistics

• Total Net Assets (000s)$30,172,838
• Number of Portfolio Holdings142

• Investment Advisory Fees Paid (000s)$154,216
• Portfolio Turnover Rate22.6%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Health Care	20.3%
Information Technology	18.0
Industrials & Business Services	16.0
Consumer Discretionary	13.5
Financials	8.5
Communication Services	6.8
Energy	5.2
Materials	4.7
Consumer Staples	4.3
Other	2.7

Top Ten Holdings (as a % of Net Assets)

Marvell Technology	3.2%
Trade Desk	2.6
Hologic	2.0
Agilent Technologies	1.8
Teleflex	1.8
PTC	1.8
Veeva Systems	1.7
Domino's Pizza	1.7
Cheniere Energy	1.7
Microchip Technology	1.5

If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.

Frank Russell Company "LSE" does not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

Mid-Cap Growth Fund 

Investor Class (RPMGX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

December 31, 2024

Mid-Cap Growth Fund

Advisor Class (PAMCX)

This annual shareholder report contains important information about Mid-Cap Growth Fund (the "fund") for the period of January 1, 2024 to December 31, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary. 

What were the fund costs for the last year? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Mid-Cap Growth Fund - Advisor Class	$106	1.01%

What drove fund performance during the past 12 months?

• U.S. equities posted strong returns over the past 12 months, lifted by favorable economic data and corporate earnings reports, easing inflationary pressures, and short-term interest rate reductions by the Federal Reserve. The results of the presidential election ended a lengthy period of uncertainty, boosting stocks further. Within the mid-cap segment, growth stocks strongly outperformed value counterparts, with speculative, high-beta, and growth-at-any price stocks performing especially well.

• Versus the style-specific Russell Midcap Growth Index, the leading contributor to relative performance was stock selection in communication services. Shares of social media network Reddit, which went public early in the first quarter of 2025, soared on strong results reflecting broad-based strength. Spotify and Trade Desk were also strong performers in the sector.

• On the negative side, the leading detractor from relative performance was health care due to stock choices and an overweight allocation. An uneven post-pandemic recovery continued to frustrate investors in medical device manufacturing company Teleflex. The information technology sector also hindered relative results, with both stock selection and an underweight allocation negatively affecting performance. Not holding high-momentum software names Palantir Technologies and AppLovin hurt relative results.

• The fund seeks to provide long-term capital appreciation by investing in mid-cap stocks with potential for above-average earnings growth. We pay careful attention to risk and valuation relative to growth prospects, and our focus remains on owning quality companies with durable growth prospects and prudent balance sheets.

How has the fund performed?

Cumulative Returns of a Hypothetical $10,000 Investment as of December 31, 2024

	Advisor Class	Regulatory Benchmark	Strategy Benchmark
2014	10,000	10,000	10,000
2015	10,645	10,180	10,538
2015	10,776	10,194	10,418
2015	10,114	9,455	9,585
2015	10,628	10,048	9,980
2016	10,576	10,145	10,038
2016	10,776	10,412	10,195
2016	11,224	10,870	10,663
2016	11,269	11,327	10,711
2017	12,181	11,978	11,450
2017	12,900	12,339	11,932
2017	13,447	12,903	12,563
2017	14,033	13,721	13,418
2018	14,593	13,633	13,710
2018	14,716	14,163	14,143
2018	15,796	15,172	15,214
2018	13,711	13,002	12,780
2019	15,927	14,828	15,288
2019	17,019	15,435	16,114
2019	16,880	15,614	16,005
2019	17,986	17,035	17,314
2020	13,800	13,475	13,844
2020	17,627	16,443	18,033
2020	19,065	17,957	19,724
2020	22,266	20,593	23,475
2021	22,926	21,900	23,342
2021	24,419	23,705	25,927
2021	24,431	23,681	25,730
2021	25,547	25,877	26,463
2022	22,656	24,512	23,134
2022	19,030	20,418	18,259
2022	18,250	19,506	18,140
2022	19,742	20,907	19,392
2023	21,155	22,408	21,163
2023	22,260	24,288	22,483
2023	21,186	23,497	21,308
2023	23,652	26,334	24,408
2024	25,638	28,973	26,726
2024	24,441	29,904	25,867
2024	25,875	31,767	27,559
2024	25,808	32,604	29,803

202501-4140694, 202502-4108647

F264-052 2/25

Average Annual Total Returns

	1 Year	5 Years	10 Years
Mid-Cap Growth Fund (Advisor Class)	9.12%	7.49%	9.95%
Russell 3000 Index (Regulatory Benchmark)	23.81	13.86	12.55
Russell Midcap Growth Index (Strategy Benchmark)	22.10	11.47	11.54

The preceding line graph shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund’s performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. The fund's total return figures reflect the reinvestment of dividends and capital gains, if any.Neither the fund’s returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares.The fund’s past performance is not a good predictor of the fund’s future performance.Updated performance information can be found at www.troweprice.com.

What are some fund statistics?

Fund Statistics

• Total Net Assets (000s)$30,172,838
• Number of Portfolio Holdings142

• Investment Advisory Fees Paid (000s)$154,216
• Portfolio Turnover Rate22.6%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Health Care	20.3%
Information Technology	18.0
Industrials & Business Services	16.0
Consumer Discretionary	13.5
Financials	8.5
Communication Services	6.8
Energy	5.2
Materials	4.7
Consumer Staples	4.3
Other	2.7

Top Ten Holdings (as a % of Net Assets)

Marvell Technology	3.2%
Trade Desk	2.6
Hologic	2.0
Agilent Technologies	1.8
Teleflex	1.8
PTC	1.8
Veeva Systems	1.7
Domino's Pizza	1.7
Cheniere Energy	1.7
Microchip Technology	1.5

If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.

Frank Russell Company "LSE" does not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

Mid-Cap Growth Fund 

Advisor Class (PAMCX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

December 31, 2024

Mid-Cap Growth Fund

R Class (RRMGX)

This annual shareholder report contains important information about Mid-Cap Growth Fund (the "fund") for the period of January 1, 2024 to December 31, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary. 

What were the fund costs for the last year? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Mid-Cap Growth Fund - R Class	$135	1.29%

What drove fund performance during the past 12 months?

• U.S. equities posted strong returns over the past 12 months, lifted by favorable economic data and corporate earnings reports, easing inflationary pressures, and short-term interest rate reductions by the Federal Reserve. The results of the presidential election ended a lengthy period of uncertainty, boosting stocks further. Within the mid-cap segment, growth stocks strongly outperformed value counterparts, with speculative, high-beta, and growth-at-any price stocks performing especially well.

• Versus the style-specific Russell Midcap Growth Index, the leading contributor to relative performance was stock selection in communication services. Shares of social media network Reddit, which went public early in the first quarter of 2025, soared on strong results reflecting broad-based strength. Spotify and Trade Desk were also strong performers in the sector.

• On the negative side, the leading detractor from relative performance was health care due to stock choices and an overweight allocation. An uneven post-pandemic recovery continued to frustrate investors in medical device manufacturing company Teleflex. The information technology sector also hindered relative results, with both stock selection and an underweight allocation negatively affecting performance. Not holding high-momentum software names Palantir Technologies and AppLovin hurt relative results.

• The fund seeks to provide long-term capital appreciation by investing in mid-cap stocks with potential for above-average earnings growth. We pay careful attention to risk and valuation relative to growth prospects, and our focus remains on owning quality companies with durable growth prospects and prudent balance sheets.

How has the fund performed?

Cumulative Returns of a Hypothetical $10,000 Investment as of December 31, 2024

	R Class	Regulatory Benchmark	Strategy Benchmark
2014	10,000	10,000	10,000
2015	10,639	10,180	10,538
2015	10,763	10,194	10,418
2015	10,096	9,455	9,585
2015	10,603	10,048	9,980
2016	10,543	10,145	10,038
2016	10,735	10,412	10,195
2016	11,173	10,870	10,663
2016	11,213	11,327	10,711
2017	12,111	11,978	11,450
2017	12,817	12,339	11,932
2017	13,352	12,903	12,563
2017	13,927	13,721	13,418
2018	14,473	13,633	13,710
2018	14,585	14,163	14,143
2018	15,646	15,172	15,214
2018	13,572	13,002	12,780
2019	15,749	14,828	15,288
2019	16,819	15,435	16,114
2019	16,674	15,614	16,005
2019	17,755	17,035	17,314
2020	13,617	13,475	13,844
2020	17,381	16,443	18,033
2020	18,787	17,957	19,724
2020	21,926	20,593	23,475
2021	22,560	21,900	23,342
2021	24,017	23,705	25,927
2021	24,010	23,681	25,730
2021	25,091	25,877	26,463
2022	22,236	24,512	23,134
2022	18,663	20,418	18,259
2022	17,888	19,506	18,140
2022	19,338	20,907	19,392
2023	20,710	22,408	21,163
2023	21,773	24,288	22,483
2023	20,707	23,497	21,308
2023	23,100	26,334	24,408
2024	25,026	28,973	26,726
2024	23,842	29,904	25,867
2024	25,219	31,767	27,559
2024	25,138	32,604	29,803

202501-4140694, 202502-4108647

F464-052 2/25

Average Annual Total Returns

	1 Year	5 Years	10 Years
Mid-Cap Growth Fund (R Class)	8.82%	7.20%	9.66%
Russell 3000 Index (Regulatory Benchmark)	23.81	13.86	12.55
Russell Midcap Growth Index (Strategy Benchmark)	22.10	11.47	11.54

The preceding line graph shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund’s performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. The fund's total return figures reflect the reinvestment of dividends and capital gains, if any.Neither the fund’s returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares.The fund’s past performance is not a good predictor of the fund’s future performance.Updated performance information can be found at www.troweprice.com.

What are some fund statistics?

Fund Statistics

• Total Net Assets (000s)$30,172,838
• Number of Portfolio Holdings142

• Investment Advisory Fees Paid (000s)$154,216
• Portfolio Turnover Rate22.6%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Health Care	20.3%
Information Technology	18.0
Industrials & Business Services	16.0
Consumer Discretionary	13.5
Financials	8.5
Communication Services	6.8
Energy	5.2
Materials	4.7
Consumer Staples	4.3
Other	2.7

Top Ten Holdings (as a % of Net Assets)

Marvell Technology	3.2%
Trade Desk	2.6
Hologic	2.0
Agilent Technologies	1.8
Teleflex	1.8
PTC	1.8
Veeva Systems	1.7
Domino's Pizza	1.7
Cheniere Energy	1.7
Microchip Technology	1.5

If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.

Frank Russell Company "LSE" does not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

Mid-Cap Growth Fund 

R Class (RRMGX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

December 31, 2024

Mid-Cap Growth Fund

I Class (RPTIX)

This annual shareholder report contains important information about Mid-Cap Growth Fund (the "fund") for the period of January 1, 2024 to December 31, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary. 

What were the fund costs for the last year? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Mid-Cap Growth Fund - I Class	$66	0.63%

What drove fund performance during the past 12 months?

• U.S. equities posted strong returns over the past 12 months, lifted by favorable economic data and corporate earnings reports, easing inflationary pressures, and short-term interest rate reductions by the Federal Reserve. The results of the presidential election ended a lengthy period of uncertainty, boosting stocks further. Within the mid-cap segment, growth stocks strongly outperformed value counterparts, with speculative, high-beta, and growth-at-any price stocks performing especially well.

• Versus the style-specific Russell Midcap Growth Index, the leading contributor to relative performance was stock selection in communication services. Shares of social media network Reddit, which went public early in the first quarter of 2025, soared on strong results reflecting broad-based strength. Spotify and Trade Desk were also strong performers in the sector.

• On the negative side, the leading detractor from relative performance was health care due to stock choices and an overweight allocation. An uneven post-pandemic recovery continued to frustrate investors in medical device manufacturing company Teleflex. The information technology sector also hindered relative results, with both stock selection and an underweight allocation negatively affecting performance. Not holding high-momentum software names Palantir Technologies and AppLovin hurt relative results.

• The fund seeks to provide long-term capital appreciation by investing in mid-cap stocks with potential for above-average earnings growth. We pay careful attention to risk and valuation relative to growth prospects, and our focus remains on owning quality companies with durable growth prospects and prudent balance sheets.

How has the fund performed?

Cumulative Returns of a Hypothetical $500,000 Investment as of December 31, 2024

	I Class	Regulatory Benchmark	Strategy Benchmark
8/28/15	500,000	500,000	500,000
9/30/15	479,193	481,606	475,811
12/31/15	503,959	511,802	495,405
3/31/16	502,034	516,758	498,274
6/30/16	511,933	530,351	506,061
9/30/16	533,725	553,674	529,299
12/31/16	536,471	576,980	531,711
3/31/17	580,394	610,118	568,370
6/30/17	615,276	628,516	592,326
9/30/17	642,042	657,248	623,619
12/31/17	670,703	698,900	666,064
3/31/18	698,145	694,395	680,547
6/30/18	704,697	721,399	702,035
9/30/18	757,191	772,791	755,211
12/31/18	657,926	662,265	634,422
3/31/19	764,666	755,270	758,902
6/30/19	817,907	786,199	799,896
9/30/19	812,221	795,339	794,509
12/31/19	866,369	867,693	859,450
3/31/20	665,662	686,348	687,216
6/30/20	851,007	837,534	895,174
9/30/20	921,273	914,650	979,084
12/31/20	1,077,052	1,048,935	1,165,297
3/31/21	1,110,074	1,115,510	1,158,710
6/30/21	1,183,540	1,207,426	1,287,004
9/30/21	1,185,348	1,206,198	1,277,224
12/31/21	1,240,664	1,318,104	1,313,619
3/31/22	1,101,392	1,248,528	1,148,361
6/30/22	926,086	1,040,009	906,381
9/30/22	888,891	993,577	900,463
12/31/22	962,648	1,064,936	962,608
3/31/23	1,032,491	1,141,402	1,050,550
6/30/23	1,087,392	1,237,129	1,116,045
9/30/23	1,035,848	1,196,875	1,057,743
12/31/23	1,157,641	1,341,360	1,211,604
3/31/24	1,256,026	1,475,756	1,326,664
6/30/24	1,198,520	1,523,216	1,284,034
9/30/24	1,270,114	1,618,099	1,368,027
12/31/24	1,268,030	1,660,708	1,479,406

202501-4140694, 202502-4108647

F524-052 2/25

Average Annual Total Returns

	1 Year	5 Years	Since Inception 8/28/15
Mid-Cap Growth Fund (I Class)	9.54%	7.92%	10.48%
Russell 3000 Index (Regulatory Benchmark)	23.81	13.86	13.71
Russell Midcap Growth Index (Strategy Benchmark)	22.10	11.47	12.31

The preceding line graph shows the value of a hypothetical $500,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund’s performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. The fund's total return figures reflect the reinvestment of dividends and capital gains, if any.Neither the fund’s returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares.The fund’s past performance is not a good predictor of the fund’s future performance.Updated performance information can be found at www.troweprice.com.

What are some fund statistics?

Fund Statistics

• Total Net Assets (000s)$30,172,838
• Number of Portfolio Holdings142

• Investment Advisory Fees Paid (000s)$154,216
• Portfolio Turnover Rate22.6%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Health Care	20.3%
Information Technology	18.0
Industrials & Business Services	16.0
Consumer Discretionary	13.5
Financials	8.5
Communication Services	6.8
Energy	5.2
Materials	4.7
Consumer Staples	4.3
Other	2.7

Top Ten Holdings (as a % of Net Assets)

Marvell Technology	3.2%
Trade Desk	2.6
Hologic	2.0
Agilent Technologies	1.8
Teleflex	1.8
PTC	1.8
Veeva Systems	1.7
Domino's Pizza	1.7
Cheniere Energy	1.7
Microchip Technology	1.5

If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.

Frank Russell Company "LSE" does not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

Mid-Cap Growth Fund 

I Class (RPTIX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

December 31, 2024

Mid-Cap Growth Fund

Z Class (TRQZX)

This annual shareholder report contains important information about Mid-Cap Growth Fund (the "fund") for the period of January 1, 2024 to December 31, 2024. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary. 

What were the fund costs for the last year? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Mid-Cap Growth Fund - Z Class	$0	0.00%

What drove fund performance during the past 12 months?

• U.S. equities posted strong returns over the past 12 months, lifted by favorable economic data and corporate earnings reports, easing inflationary pressures, and short-term interest rate reductions by the Federal Reserve. The results of the presidential election ended a lengthy period of uncertainty, boosting stocks further. Within the mid-cap segment, growth stocks strongly outperformed value counterparts, with speculative, high-beta, and growth-at-any price stocks performing especially well.

• Versus the style-specific Russell Midcap Growth Index, the leading contributor to relative performance was stock selection in communication services. Shares of social media network Reddit, which went public early in the first quarter of 2025, soared on strong results reflecting broad-based strength. Spotify and Trade Desk were also strong performers in the sector.

• On the negative side, the leading detractor from relative performance was health care due to stock choices and an overweight allocation. An uneven post-pandemic recovery continued to frustrate investors in medical device manufacturing company Teleflex. The information technology sector also hindered relative results, with both stock selection and an underweight allocation negatively affecting performance. Not holding high-momentum software names Palantir Technologies and AppLovin hurt relative results.

• The fund seeks to provide long-term capital appreciation by investing in mid-cap stocks with potential for above-average earnings growth. We pay careful attention to risk and valuation relative to growth prospects, and our focus remains on owning quality companies with durable growth prospects and prudent balance sheets.

How has the fund performed?

Cumulative Returns of a Hypothetical $10,000 Investment as of December 31, 2024

	Z Class	Regulatory Benchmark	Strategy Benchmark
3/16/20	10,000	10,000	10,000
3/31/20	10,871	10,865	10,963
6/30/20	13,922	13,259	14,280
9/30/20	15,094	14,480	15,618
12/31/20	17,673	16,606	18,589
3/31/21	18,242	17,659	18,484
6/30/21	19,479	19,115	20,530
9/30/21	19,538	19,095	20,374
12/31/21	20,481	20,867	20,955
3/31/22	18,211	19,765	18,319
6/30/22	15,335	16,464	14,459
9/30/22	14,743	15,729	14,364
12/31/22	15,991	16,859	15,356
3/31/23	17,178	18,069	16,758
6/30/23	18,120	19,585	17,803
9/30/23	17,289	18,948	16,873
12/31/23	19,352	21,235	19,328
3/31/24	21,030	23,362	21,163
6/30/24	20,099	24,114	20,483
9/30/24	21,332	25,616	21,823
12/31/24	21,331	26,290	23,600

202501-4140694, 202502-4108647

F1260-052 2/25

Average Annual Total Returns

	1 Year	Since Inception 3/16/20
Mid-Cap Growth Fund (Z Class)	10.22%	17.12%
Russell 3000 Index (Regulatory Benchmark)	23.81	22.33
Russell Midcap Growth Index (Strategy Benchmark)	22.10	19.61

The preceding line graph shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund’s performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. The fund's total return figures reflect the reinvestment of dividends and capital gains, if any.Neither the fund’s returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares.The fund’s past performance is not a good predictor of the fund’s future performance.Updated performance information can be found at www.troweprice.com.

What are some fund statistics?

Fund Statistics

• Total Net Assets (000s)$30,172,838
• Number of Portfolio Holdings142

• Investment Advisory Fees Paid (000s)$154,216
• Portfolio Turnover Rate22.6%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Health Care	20.3%
Information Technology	18.0
Industrials & Business Services	16.0
Consumer Discretionary	13.5
Financials	8.5
Communication Services	6.8
Energy	5.2
Materials	4.7
Consumer Staples	4.3
Other	2.7

Top Ten Holdings (as a % of Net Assets)

Marvell Technology	3.2%
Trade Desk	2.6
Hologic	2.0
Agilent Technologies	1.8
Teleflex	1.8
PTC	1.8
Veeva Systems	1.7
Domino's Pizza	1.7
Cheniere Energy	1.7
Microchip Technology	1.5

If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.

Frank Russell Company "LSE" does not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

Mid-Cap Growth Fund 

Z Class (TRQZX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

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

Not applicable.

Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

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

	2024			2023
Audit Fees	$	23,525		$	24,714
Audit-Related Fees		-			-
Tax Fees		-			-
All Other Fees		-			-

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

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

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

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

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $1,262,000 and $1,524,000, respectively.

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

(i) Not applicable.

(j) Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable. The complete schedule of investments is included in Item 7 of this Form N-CSR.

(b) Not applicable.

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

(a – b) Report pursuant to Regulation S-X.

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

December

31,

2024

Financial

Statements

and

Other

Information

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

RPMGX

Mid-Cap

Growth

Fund

PAMCX

Mid-Cap

Growth

Fund–

.

Advisor Class

RRMGX

Mid-Cap

Growth

Fund–

.

R Class

RPTIX

Mid-Cap

Growth

Fund–

.

I Class

TRQZX

Mid-Cap

Growth

Fund–

.

Z Class

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

Financial

Highlights

2

For

a

share

outstanding

throughout

each

period

Investor

Class

..

Year

..

..

Ended

.

12/31/24

12/31/23

12/31/22

12/31/21

12/31/20

NET

ASSET

VALUE

Beginning

of

period

$

100.04‌

$

88.71‌

$

117.34‌

$

113.08‌

$

95.33‌

Investment

activities

Net

investment

income

(loss)

(1)(2)

(0.02‌)

0.08‌

(0.13‌)

(0.33‌)

(0.06‌)

Net

realized

and

unrealized

gain/loss

9.90‌

17.60‌

(26.19‌)

16.93‌

22.93‌

Total

from

investment

activities

9.88‌

17.68‌

(26.32‌)

16.60‌

22.87‌

Distributions

Net

investment

income

—‌

(0.06‌)

—‌

—‌

—‌

Net

realized

gain

(10.19‌)

(6.29‌)

(2.31‌)

(12.34‌)

(5.12‌)

Total

distributions

(10.19‌)

(6.35‌)

(2.31‌)

(12.34‌)

(5.12‌)

NET

ASSET

VALUE

End

of

period

$

99.73‌

$

100.04‌

$

88.71‌

$

117.34‌

$

113.08‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

Financial

Highlights

3

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

..

Year

..

..

Ended

.

12/31/24

12/31/23

12/31/22

12/31/21

12/31/20

Ratios/Supplemental

Data

Total

return

(2)(3)

9.40‌%

20.11‌%

(22.52‌)%

15.06‌%

24.17‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/payments

by

Price

Associates

0.75‌%

0.76‌%

0.77‌%

0.72‌%

0.73‌%

Net

expenses

after

waivers/payments

by

Price

Associates

0.75‌%

0.76‌%

0.77‌%

0.72‌%

0.73‌%

Net

investment

income

(loss)

(0.02‌)%

0.08‌%

(0.13‌)%

(0.27‌)%

(0.06‌)%

Portfolio

turnover

rate

22.6‌%

21.7‌%

21.4‌%

13.9‌%

23.0‌%

Net

assets,

end

of

period

(in

millions)

$11,903

$12,450

$11,785

$22,145

$22,795

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

Includes

the

impact

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

Financial

Highlights

4

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Advisor

Class

..

Year

..

..

Ended

.

12/31/24

12/31/23

12/31/22

12/31/21

12/31/20

NET

ASSET

VALUE

Beginning

of

period

$

95.01‌

$

84.54‌

$

112.24‌

$

108.69‌

$

92.07‌

Investment

activities

Net

investment

loss

(1)(2)

(0.28‌)

(0.16‌)

(0.35‌)

(0.65‌)

(0.32‌)

Net

realized

and

unrealized

gain/loss

9.42‌

16.75‌

(25.04‌)

16.25‌

22.06‌

Total

from

investment

activities

9.14‌

16.59‌

(25.39‌)

15.60‌

21.74‌

Distributions

Net

realized

gain

(10.19‌)

(6.12‌)

(2.31‌)

(12.05‌)

(5.12‌)

NET

ASSET

VALUE

End

of

period

$

93.96‌

$

95.01‌

$

84.54‌

$

112.24‌

$

108.69‌

Ratios/Supplemental

Data

Total

return

(2)(3)

9.12‌%

19.80‌%

(22.72‌)%

14.73‌%

23.79‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/payments

by

Price

Associates

1.01‌%

1.01‌%

1.02‌%

1.00‌%

1.01‌%

Net

expenses

after

waivers/payments

by

Price

Associates

1.01‌%

1.01‌%

1.02‌%

1.00‌%

1.01‌%

Net

investment

loss

(0.28‌)%

(0.18‌)%

(0.38‌)%

(0.55‌)%

(0.35‌)%

Portfolio

turnover

rate

22.6‌%

21.7‌%

21.4‌%

13.9‌%

23.0‌%

Net

assets,

end

of

period

(in

millions)

$200

$223

$237

$479

$560

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

Includes

the

impact

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

Financial

Highlights

5

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

R

Class

..

Year

..

..

Ended

.

12/31/24

12/31/23

12/31/22

12/31/21

12/31/20

NET

ASSET

VALUE

Beginning

of

period

$

89.72‌

$

80.23‌

$

106.95‌

$

104.35‌

$

88.78‌

Investment

activities

Net

investment

loss

(1)(2)

(0.53‌)

(0.40‌)

(0.58‌)

(0.92‌)

(0.54‌)

Net

realized

and

unrealized

gain/loss

8.92‌

15.86‌

(23.83‌)

15.57‌

21.23‌

Total

from

investment

activities

8.39‌

15.46‌

(24.41‌)

14.65‌

20.69‌

Distributions

Net

realized

gain

(10.19‌)

(5.97‌)

(2.31‌)

(12.05‌)

(5.12‌)

NET

ASSET

VALUE

End

of

period

$

87.92‌

$

89.72‌

$

80.23‌

$

106.95‌

$

104.35‌

Ratios/Supplemental

Data

Total

return

(2)(3)

8.82‌%

19.45‌%

(22.93‌)%

14.43‌%

23.49‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/payments

by

Price

Associates

1.29‌%

1.30‌%

1.29‌%

1.27‌%

1.28‌%

Net

expenses

after

waivers/payments

by

Price

Associates

1.29‌%

1.30‌%

1.29‌%

1.27‌%

1.28‌%

Net

investment

loss

(0.56‌)%

(0.47‌)%

(0.66‌)%

(0.82‌)%

(0.61‌)%

Portfolio

turnover

rate

22.6‌%

21.7‌%

21.4‌%

13.9‌%

23.0‌%

Net

assets,

end

of

period

(in

thousands)

$28,579

$30,177

$30,084

$61,110

$89,697

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

Includes

the

impact

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

Financial

Highlights

6

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

..

Year

..

..

Ended

.

12/31/24

12/31/23

12/31/22

12/31/21

12/31/20

NET

ASSET

VALUE

Beginning

of

period

$

100.25‌

$

88.90‌

$

117.41‌

$

113.18‌

$

95.31‌

Investment

activities

Net

investment

income

(loss)

(1)(2)

0.11‌

0.20‌

0.04‌

(0.19‌)

0.05‌

Net

realized

and

unrealized

gain/loss

9.93‌

17.65‌

(26.24‌)

16.95‌

22.96‌

Total

from

investment

activities

10.04‌

17.85‌

(26.20‌)

16.76‌

23.01‌

Distributions

Net

investment

income

(0.06‌)

(0.21‌)

—‌

—‌

(0.02‌)

Net

realized

gain

(10.19‌)

(6.29‌)

(2.31‌)

(12.53‌)

(5.12‌)

Total

distributions

(10.25‌)

(6.50‌)

(2.31‌)

(12.53‌)

(5.14‌)

NET

ASSET

VALUE

End

of

period

$

100.04‌

$

100.25‌

$

88.90‌

$

117.41‌

$

113.18‌

Ratios/Supplemental

Data

Total

return

(2)(3)

9.54‌%

20.26‌%

(22.41‌)%

15.19‌%

24.32‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/payments

by

Price

Associates

0.63‌%

0.63‌%

0.63‌%

0.61‌%

0.61‌%

Net

expenses

after

waivers/payments

by

Price

Associates

0.63‌%

0.63‌%

0.63‌%

0.61‌%

0.61‌%

Net

investment

income

(loss)

0.10‌%

0.21‌%

0.04‌%

(0.16‌)%

0.05‌%

Portfolio

turnover

rate

22.6‌%

21.7‌%

21.4‌%

13.9‌%

23.0‌%

Net

assets,

end

of

period

(in

millions)

$12,722

$12,370

$10,744

$9,378

$8,578

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

Includes

the

impact

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

Financial

Highlights

7

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Z

Class

(1)

..

Year

..

..

Ended

.

3/16/20

(1)

Through

12/31/20

12/31/24

12/31/23

12/31/22

12/31/21

NET

ASSET

VALUE

Beginning

of

period

$

100.79‌

$

89.28‌

$

117.53‌

$

113.24‌

$

67.37‌

Investment

activities

Net

investment

income

(2)(3)

0.78‌

0.81‌

0.63‌

0.55‌

0.46‌

Net

realized

and

unrealized

gain/loss

10.03‌

17.78‌

(26.28‌)

16.98‌

51.05‌

Total

from

investment

activities

10.81‌

18.59‌

(25.65‌)

17.53‌

51.51‌

Distributions

Net

investment

income

(0.69‌)

(0.79‌)

(0.29‌)

—‌

(0.20‌)

Net

realized

gain

(10.19‌)

(6.29‌)

(2.31‌)

(13.24‌)

(5.44‌)

Total

distributions

(10.88‌)

(7.08‌)

(2.60‌)

(13.24‌)

(5.64‌)

NET

ASSET

VALUE

End

of

period

$

100.72‌

$

100.79‌

$

89.28‌

$

117.53‌

$

113.24‌

Ratios/Supplemental

Data

Total

return

(3)(4)

10.22‌%

21.02‌%

(21.92‌)%

15.89‌%

76.73‌%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

0.61‌%

0.62‌%

0.61‌%

0.60‌%

0.61‌%

(5)

Net

expenses

after

waivers/

payments

by

Price

Associates

0.00‌%

0.00‌%

0.00‌%

0.00‌%

0.00‌%

(5)

Net

investment

income

0.73‌%

0.84‌%

0.66‌%

0.45‌%

0.58‌%

(5)

Portfolio

turnover

rate

22.6‌%

21.7‌%

21.4‌%

13.9‌%

23.0‌%

Net

assets,

end

of

period

(in

millions)

$5,320

$5,210

$4,521

$5,676

$5,955

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Inception

date

(2)

Per

share

amou

nts

calculated

using

average

shares

outstanding

method.

(3)

Includes

the

impact

of

expense-related

arrangements

with

Price

Associates.

(4)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(5)

Annualized

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

December

31,

2024

8

Portfolio

of

Investments

‡

Shares

$

Value

(Cost

and

value

in

$000s)

‡

COMMON

STOCKS

 97.6%

COMMUNICATION

SERVICES

 6.7%

Entertainment

 2.3%

Liberty

Media

Corp-Liberty

Formula

One,

Class

C (1)

3,963,400‌

367,249‌

Roku (1)

995,700‌

74,020‌

Spotify

Technology (1)

565,000‌

252,770‌

694,039‌

Interactive

Media

&

Services

 1.2%

Match

Group (1)

4,500,000‌

147,195‌

Reddit,

Class

A (1)

1,370,400‌

223,978‌

371,173‌

Media

 3.2%

New

York

Times,

Class

A 

3,320,800‌

172,848‌

Trade

Desk,

Class

A (1)

6,677,600‌

784,818‌

957,666‌

Total

Communication

Services

2,022,878‌

CONSUMER

DISCRETIONARY

 13.2%

Diversified

Consumer

Services

 0.7%

Bright

Horizons

Family

Solutions (1)

1,800,000‌

199,530‌

199,530‌

Hotels,

Restaurants

&

Leisure

 7.1%

Domino's

Pizza 

1,226,300‌

514,752‌

DraftKings,

Class

A (1)

8,989,800‌

334,420‌

Hilton

Worldwide

Holdings 

1,837,000‌

454,033‌

Planet

Fitness,

Class

A (1)

2,739,300‌

270,835‌

Viking

Holdings (1)

3,982,800‌

175,482‌

Yum!

Brands 

2,919,100‌

391,626‌

2,141,148‌

Household

Durables

 0.3%

TopBuild (1)

245,000‌

76,278‌

76,278‌

Specialty

Retail

 4.2%

Bath

&

Body

Works 

4,300,000‌

166,711‌

Burlington

Stores (1)

1,115,400‌

317,956‌

Five

Below (1)

1,744,100‌

183,060‌

Ross

Stores 

2,776,400‌

419,986‌

Tractor

Supply 

1,365,000‌

72,427‌

Ulta

Beauty (1)

275,000‌

119,606‌

1,279,746‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

9

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Textiles,

Apparel

&

Luxury

Goods

 0.9%

Birkenstock

Holding (1)

1,993,300‌

112,941‌

Lululemon

Athletica (1)

149,500‌

57,170‌

On

Holding,

Class

A (1)

1,642,800‌

89,976‌

260,087‌

Total

Consumer

Discretionary

3,956,789‌

CONSUMER

STAPLES

 4.3%

Beverages

 0.6%

Boston

Beer,

Class

A (1)

169,600‌

50,876‌

Constellation

Brands,

Class

A 

647,800‌

143,164‌

194,040‌

Consumer

Staples

Distribution

&

Retail

 2.7%

Casey's

General

Stores 

781,700‌

309,733‌

Dollar

General 

670,300‌

50,822‌

Dollar

Tree (1)

4,734,100‌

354,774‌

Maplebear (1)

2,292,500‌

94,955‌

810,284‌

Food

Products

 0.6%

McCormick 

1,544,800‌

117,776‌

TreeHouse

Foods (1)

1,935,000‌

67,976‌

185,752‌

Household

Products

 0.4%

Reynolds

Consumer

Products 

3,888,700‌

104,956‌

104,956‌

Total

Consumer

Staples

1,295,032‌

ENERGY

 5.2%

Energy

Equipment

&

Services

 1.5%

TechnipFMC 

12,557,800‌

363,423‌

Weatherford

International 

1,394,000‌

99,852‌

463,275‌

Oil,

Gas

&

Consumable

Fuels

 3.7%

Cheniere

Energy 

2,318,600‌

498,198‌

EQT 

7,349,300‌

338,876‌

Expand

Energy 

1,681,400‌

167,383‌

Range

Resources 

3,456,600‌

124,369‌

1,128,826‌

Total

Energy

1,592,101‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

10

Shares

$

Value

(Cost

and

value

in

$000s)

‡

FINANCIALS

 8.5%

Capital

Markets

 4.4%

Cboe

Global

Markets 

1,350,000‌

263,790‌

Intercontinental

Exchange 

1,788,400‌

266,489‌

KKR 

199,300‌

29,478‌

MarketAxess

Holdings 

1,050,000‌

237,342‌

Raymond

James

Financial 

1,985,900‌

308,470‌

TPG 

744,900‌

46,810‌

Tradeweb

Markets,

Class

A 

1,269,600‌

166,216‌

1,318,595‌

Financial

Services

 1.8%

Corpay (1)

893,600‌

302,412‌

Toast,

Class

A (1)

6,474,600‌

235,999‌

538,411‌

Insurance

 2.3%

Assurant 

1,973,800‌

420,854‌

Axis

Capital

Holdings 

1,480,400‌

131,193‌

Markel

Group (1)

74,300‌

128,259‌

680,306‌

Total

Financials

2,537,312‌

HEALTH

CARE

 20.0%

Biotechnology

 4.9%

Alnylam

Pharmaceuticals (1)

1,645,900‌

387,297‌

Argenx,

ADR (1)

224,200‌

137,883‌

Ascendis

Pharma,

ADR (1)

1,021,600‌

140,644‌

Biogen (1)

1,290,800‌

197,389‌

CRISPR

Therapeutics (1)

1,495,000‌

58,843‌

Cytokinetics (1)

1,985,900‌

93,417‌

Exact

Sciences (1)

1,642,800‌

92,309‌

Insmed (1)

253,845‌

17,526‌

Ionis

Pharmaceuticals (1)

5,277,100‌

184,487‌

Sarepta

Therapeutics (1)

888,000‌

107,972‌

Vaxcyte (1)

792,700‌

64,890‌

1,482,657‌

Health

Care

Equipment

&

Supplies

 7.4%

Alcon 

3,079,100‌

261,385‌

Align

Technology (1)

953,500‌

198,814‌

Cooper (1)

3,354,900‌

308,416‌

Enovis (1)(2)

3,000,000‌

131,640‌

Hologic (1)

8,500,000‌

612,765‌

Penumbra (1)

219,200‌

52,056‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

11

Shares

$

Value

(Cost

and

value

in

$000s)

‡

QuidelOrtho (1)

3,265,300‌

145,469‌

Teleflex (2)

2,989,900‌

532,142‌

2,242,687‌

Health

Care

Providers

&

Services

 0.9%

Acadia

Healthcare (1)

2,980,500‌

118,177‌

Molina

Healthcare (1)

548,100‌

159,524‌

277,701‌

Health

Care

Technology

 1.7%

Veeva

Systems,

Class

A (1)

2,500,000‌

525,625‌

525,625‌

Life

Sciences

Tools

&

Services

 5.1%

Agilent

Technologies 

3,972,700‌

533,693‌

Avantor (1)

20,000,000‌

421,400‌

Bruker 

4,469,200‌

261,984‌

Mettler-Toledo

International (1)

174,600‌

213,655‌

West

Pharmaceutical

Services 

299,000‌

97,940‌

1,528,672‌

Total

Health

Care

6,057,342‌

INDUSTRIALS

&

BUSINESS

SERVICES

 16.0%

Aerospace

&

Defense

 2.5%

BWX

Technologies 

1,715,100‌

191,045‌

Howmet

Aerospace 

592,100‌

64,758‌

Standardaero (1)

3,000,000‌

74,280‌

Textron 

5,486,200‌

419,639‌

749,722‌

Commercial

Services

&

Supplies

 0.9%

Veralto 

1,593,100‌

162,257‌

Waste

Connections 

687,300‌

117,927‌

280,184‌

Construction

&

Engineering

 0.4%

Quanta

Services 

394,800‌

124,777‌

124,777‌

Ground

Transportation

 1.7%

JB

Hunt

Transport

Services 

1,695,800‌

289,405‌

Old

Dominion

Freight

Line 

700,000‌

123,480‌

XPO (1)

847,100‌

111,097‌

523,982‌

Industrial

Conglomerates

 0.3%

Roper

Technologies 

173,700‌

90,298‌

90,298‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

12

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Machinery

 4.6%

Esab 

2,942,700‌

352,947‌

Fortive 

4,983,300‌

373,748‌

IDEX 

814,100‌

170,383‌

Ingersoll

Rand 

4,588,700‌

415,094‌

ITT 

450,000‌

64,296‌

1,376,468‌

Professional

Services

 4.5%

Broadridge

Financial

Solutions 

1,200,000‌

271,308‌

Equifax 

1,245,800‌

317,492‌

Paylocity

Holding (1)

1,770,146‌

353,091‌

TransUnion 

1,644,400‌

152,453‌

UL

Solutions,

Class

A 

1,500,000‌

74,820‌

Verisk

Analytics 

692,300‌

190,680‌

1,359,844‌

Trading

Companies

&

Distributors

 1.1%

Ferguson

Enterprises 

1,000,000‌

173,570‌

United

Rentals 

229,200‌

161,458‌

335,028‌

Total

Industrials

&

Business

Services

4,840,303‌

INFORMATION

TECHNOLOGY

 17.5%

Electronic

Equipment,

Instruments

&

Components

 1.9%

Amphenol,

Class

A 

2,730,600‌

189,640‌

Cognex 

2,242,500‌

80,416‌

Keysight

Technologies (1)

1,593,800‌

256,012‌

Littelfuse 

204,972‌

48,302‌

574,370‌

IT

Services

 0.2%

MongoDB (1)

244,800‌

56,992‌

56,992‌

Semiconductors

&

Semiconductor

Equipment

 6.8%

Lattice

Semiconductor (1)(2)

7,869,300‌

445,796‌

Marvell

Technology 

8,700,000‌

960,915‌

Microchip

Technology 

8,000,000‌

458,800‌

Monolithic

Power

Systems 

90,000‌

53,253‌

NXP

Semiconductors 

666,200‌

138,469‌

2,057,233‌

Software

 7.9%

Atlassian,

Class

A (1)

893,300‌

217,411‌

CCC

Intelligent

Solutions

Holdings (1)

25,140,645‌

294,900‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

13

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Fair

Isaac (1)

155,000‌

308,594‌

Fortinet (1)

3,272,200‌

309,157‌

Onestream (1)

1,196,000‌

34,110‌

PTC (1)

2,890,300‌

531,439‌

ServiceTitan,

Class

A (1)

146,882‌

15,110‌

Tyler

Technologies (1)

733,100‌

422,735‌

Zoom

Communications,

Class

A (1)

3,088,000‌

252,012‌

2,385,468‌

Technology

Hardware,

Storage

&

Peripherals

 0.7%

Pure

Storage,

Class

A (1)

3,229,000‌

198,357‌

198,357‌

Total

Information

Technology

5,272,420‌

MATERIALS

 4.6%

Chemicals

 0.4%

RPM

International 

996,600‌

122,642‌

122,642‌

Construction

Materials

 1.0%

Martin

Marietta

Materials 

578,500‌

298,795‌

298,795‌

Containers

&

Packaging

 3.2%

Avery

Dennison 

2,043,200‌

382,344‌

Ball 

7,225,800‌

398,359‌

Sealed

Air 

4,978,400‌

168,419‌

949,122‌

Total

Materials

1,370,559‌

REAL

ESTATE

 0.7%

Real

Estate

Management

&

Development

 0.7%

CoStar

Group (1)

3,089,700‌

221,192‌

Total

Real

Estate

221,192‌

Total

Miscellaneous

Common

Stocks

 0.9% (3)

287,496‌

Total

Common

Stocks

(Cost

$19,256,346)

29,453,424‌

CONVERTIBLE

PREFERRED

STOCKS

 0.4%

HEALTH

CARE

 0.1%

Biotechnology

 0.1%

Caris

Life

Sciences,

Series

D,

Acquisition

Date:

5/11/21,

Cost $26,556 (1)(4)(5)

3,278,524‌

16,130‌

Total

Health

Care

16,130‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

14

Shares

$

Value

(Cost

and

value

in

$000s)

‡

INFORMATION

TECHNOLOGY

 0.2%

Software

 0.2%

Databricks,

Series

H,

Acquisition

Date:

8/31/21,

Cost $18,583 (1)(4)(5)

252,883‌

23,392‌

Databricks,

Series

I,

Acquisition

Date:

9/14/23,

Cost $7,088 (1)

(4)(5)

96,442‌

8,921‌

Databricks,

Series

J,

Acquisition

Date:

12/17/24,

Cost $16,136 (1)(4)(5)

174,443‌

16,136‌

Nuro,

Series

D,

Acquisition

Date:

10/29/21,

Cost $17,506 (1)

(4)(5)

839,788‌

5,996‌

Total

Information

Technology

54,445‌

MATERIALS

 0.1%

Chemicals

 0.1%

Redwood

Materials,

Series

C,

Acquisition

Date:

5/28/21,

Cost $19,360 (1)(4)(5)

408,411‌

24,207‌

Sila

Nano,

Series

F,

Acquisition

Date:

1/7/21,

Cost $38,032 (1)

(4)(5)

921,478‌

18,018‌

Total

Materials

42,225‌

Total

Convertible

Preferred

Stocks

(Cost

$143,261)

112,800‌

SHORT-TERM

INVESTMENTS

 2.3%

Money

Market

Funds

 2.3%

T.

Rowe

Price

Treasury

Reserve

Fund,

4.52% (2)(6)

685,235,555‌

685,236‌

Total

Short-Term

Investments

(Cost

$685,236)

685,236‌

Total

Investments

in

Securities

100.3%

of

Net

Assets

(Cost

$20,084,843)

$

30,251,460‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

15

‡

Shares

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

Non-income

producing

(2)

Affiliated

Companies

(3)

The

identity

of

certain

securities

has

been

concealed

to

protect

the

fund

while

it

completes

a

purchase

or

selling

program

for

the

securities.

(4)

See

Note

2.

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

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

$112,800

and

represents

0.4%

of

net

assets.

(6)

Seven-day

yield

ADR

American

Depositary

Receipts

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

16

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

AFFILIATED

COMPANIES

($000s)

The

fund

may

invest

in

certain

securities

that

are

considered

affiliated

companies.

As

defined

by

the

1940

Act,

an

affiliated

company

is

one

in

which

the

fund

owns

5%

or

more

of

the

outstanding

voting

securities,

or

a

company

that

is

under

common

ownership

or

control.

The

following

securities

were

considered

affiliated

companies

for

all

or

some

portion

of

the

year

ended

December

31,

2024.

Net

realized

gain

(loss),

investment

income,

change

in

net

unrealized

gain/loss,

and

purchase

and

sales

cost

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

Enovis 

$

(4,803‌)

$

(33,847‌)

$

—‌

Lattice

Semiconductor 

940‌

(40,211‌)

—‌

Teleflex 

4,131‌

(201,521‌)

3,745‌

T.

Rowe

Price

Treasury

Reserve

Fund,

4.52%

—‌

—‌

57,547‌

Totals

$

268‌#

$

(275,579‌)

$

61,292‌+

Supplementary

Investment

Schedule

Affiliate

Value

12/31/23

Purchase

Cost

Sales

Cost

Value

12/31/24

Enovis 

$

*

$

—‌

$

15,200‌

$

131,640‌

Lattice

Semiconductor 

*

179,194‌

3,049‌

445,796‌

Teleflex 

641,926‌

94,348‌

2,611‌

532,142‌

T.

Rowe

Price

Treasury

Reserve

Fund,

4.52%

863,799‌

 ¤

 ¤

685,236‌

Total

$

1,794,814‌^

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

+

Investment

income

comprised

$61,292

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

$1,689,452.

*

On

the

date

indicated,

issuer

was

held

but

not

considered

an

affiliated

company.

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

December

31,

2024

Statement

of

Assets

and

Liabilities

17

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$20,084,843)

$

30,251,460‌

Receivable

for

shares

sold

12,123‌

Dividends

receivable

5,863‌

Due

from

affiliates

2,150‌

Cash

11‌

Other

assets

639‌

Total

assets

30,272,246‌

Liabilities

Payable

for

shares

redeemed

81,756‌

Investment

management

fees

payable

16,197‌

Payable

to

directors

24‌

Other

liabilities

1,431‌

Total

liabilities

99,408‌

NET

ASSETS

$

30,172,838‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

December

31,

2024

Statement

of

Assets

and

Liabilities

18

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

10,688,722‌

Paid-in

capital

applicable

to

301,785,192

shares

of

$0.01

par

value

capital

stock

outstanding;

1,000,000,000

shares

authorized

19,484,116‌

NET

ASSETS

$

30,172,838‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$11,902,594;

Shares

outstanding:

119,348,094)

$

99.73‌

Advisor

Class

(Net

assets:

$199,650;

Shares

outstanding:

2,124,862)

$

93.96‌

R

Class

(Net

assets:

$28,579;

Shares

outstanding:

325,074)

$

87.92‌

I

Class

(Net

assets:

$12,722,253;

Shares

outstanding:

127,171,287)

$

100.04‌

Z

Class

(Net

assets:

$5,319,762;

Shares

outstanding:

52,815,875)

$

100.72‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

Statement

of

Operations

19

($000s)

Year

Ended

12/31/24

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$652)

$

224,686‌

.

  Interest

31‌

Other

48‌

Total

income

224,765‌

Expenses

Investment

management

187,036‌

Shareholder

servicing

Investor

Class

$

17,116‌

Advisor

Class

316‌

R

Class

53‌

I

Class

1,688‌

19,173‌

Rule

12b-1

fees

Advisor

Class

526‌

R

Class

153‌

679‌

Prospectus

and

shareholder

reports

Investor

Class

366‌

Advisor

Class

6‌

R

Class

1‌

I

Class

184‌

Z

Class

1‌

558‌

Custody

and

accounting

650‌

Registration

187‌

Directors

101‌

Legal

and

audit

37‌

Miscellaneous

170‌

Waived

/

paid

by

Price

Associates

(32,820‌)

Total

expenses

175,771‌

Net

investment

income

48,994‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

Statement

of

Operations

20

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

12/31/24

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

3,691,643‌

Foreign

currency

transactions

4‌

Net

realized

gain

3,691,647‌

Change

in

net

unrealized

gain

/

loss

Securities

(886,350‌)

Other

assets

and

liabilities

denominated

in

foreign

currencies

(28‌)

Change

in

net

unrealized

gain

/

loss

(886,378‌)

Net

realized

and

unrealized

gain

/

loss

2,805,269‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

2,854,263‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

Statement

of

Changes

in

Net

Assets

21

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/24

12/31/23

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

48,994‌

$

73,743‌

Net

realized

gain

3,691,647‌

2,194,457‌

Change

in

net

unrealized

gain

/

loss

(886,378‌)

3,061,339‌

Increase

in

net

assets

from

operations

2,854,263‌

5,329,539‌

Distributions

to

shareholders

Net

earnings

Investor

Class

(1,123,008‌)

(755,673‌)

Advisor

Class

(19,798‌)

(14,808‌)

R

Class

(2,984‌)

(1,913‌)

I

Class

(1,212,725‌)

(762,351‌)

Z

Class

(528,399‌)

(344,857‌)

Decrease

in

net

assets

from

distributions

(2,886,914‌)

(1,879,602‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

1,312,806‌

939,583‌

Advisor

Class

20,494‌

47,255‌

R

Class

11,046‌

3,945‌

I

Class

1,662,119‌

1,195,980‌

Z

Class

376,799‌

433,380‌

Distributions

reinvested

Investor

Class

1,089,721‌

715,653‌

Advisor

Class

19,527‌

14,621‌

R

Class

2,984‌

1,913‌

I

Class

1,053,459‌

680,907‌

Z

Class

528,399‌

344,857‌

Shares

redeemed

Investor

Class

(2,978,896‌)

(2,449,865‌)

Advisor

Class

(62,914‌)

(104,503‌)

R

Class

(15,069‌)

(9,265‌)

I

Class

(2,312,354‌)

(1,625,372‌)

Z

Class

(786,268‌)

(672,528‌)

Decrease

in

net

assets

from

capital

share

transactions

(78,147‌)

(483,439‌)

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

Statement

of

Changes

in

Net

Assets

22

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/24

12/31/23

Net

Assets

Increase

(decrease)

during

period

(110,798‌)

2,966,498‌

Beginning

of

period

30,283,636‌

27,317,138‌

End

of

period

$

30,172,838‌

$

30,283,636‌

*Share

information

(000s)

Shares

sold

Investor

Class

12,448‌

9,733‌

Advisor

Class

205‌

519‌

R

Class

117‌

45‌

I

Class

15,539‌

12,403‌

Z

Class

3,582‌

4,482‌

Distributions

reinvested

Investor

Class

10,419‌

7,330‌

Advisor

Class

198‌

158‌

R

Class

33‌

22‌

I

Class

10,042‌

6,960‌

Z

Class

5,004‌

3,507‌

Shares

redeemed

Investor

Class

(27,971‌)

(25,459‌)

Advisor

Class

(630‌)

(1,135‌)

R

Class

(161‌)

(106‌)

I

Class

(21,805‌)

(16,828‌)

Z

Class

(7,465‌)

(6,931‌)

Decrease

in

shares

outstanding

(445‌)

(5,300‌)

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

23

T.

Rowe

Price

Mid-Cap

Growth

Fund,

Inc. (the

fund) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act)

as a

diversified, open-end

management

investment

company. The

fund

seeks to

provide

long-term

capital

appreciation

by

investing

in

mid-cap

stocks

with

potential

for

above-

average

earnings

growth.

The

fund

has five classes

of

shares:

the

Mid-Cap

Growth

Fund

(Investor

Class),

the

Mid-Cap

Growth

Fund–Advisor

Class

(Advisor

Class),

the

Mid-Cap

Growth

Fund–R

Class

(R

Class),

the

Mid-

Cap

Growth

Fund–I

Class

(I

Class)

and

the

Mid-Cap

Growth

Fund–Z

Class

(Z

Class).

Advisor

Class

shares

are

sold

only

through

various

brokers

and

other

financial

intermediaries,

and

R

Class

shares

are

available

through

financial

intermediaries

for

employer-sponsored

defined

contribution

retirement

plans

and

certain

other

retirement

accounts.

I

Class

shares

require

a

$500,000

initial

investment

minimum,

although

the

minimum

generally

is

waived

or

reduced

for

financial

intermediaries,

eligible

retirement

plans,

and

certain

other

accounts.

The

Z

Class

is

only

available

to

funds

advised

by

T.

Rowe

Price

Associates,

Inc.

and

its

affiliates

and

other

clients

that

are

subject

to

a

contractual

fee

for

investment

management

services.

The

Advisor

Class

and

R

Class

each

operate

under

separate

Board-approved

Rule

12b-1

plans,

pursuant

to

which

each

class

compensates

financial

intermediaries

for

distribution,

shareholder

servicing,

and/

or

certain

administrative

services;

the

Investor,

I

and

Z

Classes

do

not

pay

Rule

12b-1

fees. Each

class

has

exclusive

voting

rights

on

matters

related

solely

to

that

class;

separate

voting

rights

on

matters

that

relate

to

all

classes;

and,

in

all

other

respects,

the

same

rights

and

obligations

as

the

other

classes.

NOTE

1

-

SIGNIFICANT

ACCOUNTING

POLICIES 

Basis

of

Preparation

 The fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

in

the

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946

(ASC

946).

The

accompanying

financial

statements

were

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP),

including,

but

not

limited

to,

ASC

946.

GAAP

requires

the

use

of

estimates

made

by

management.

Management

believes

that

estimates

and

valuations

are

appropriate;

however,

actual

results

may

differ

from

those

estimates,

and

the

valuations

reflected

in

the

accompanying

financial

statements

may

differ

from

the

value

ultimately

realized

upon

sale

or

maturity.

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

24

Investment

Transactions,

Investment

Income,

and

Distributions

 Investment

transactions

are

accounted

for

on

the

trade

date

basis.

Income

and

expenses

are

recorded

on

the

accrual

basis.

Realized

gains

and

losses

are

reported

on

the

identified

cost

basis. Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense. Dividends

received

from other

investment

companies are

reflected

as

dividend income;

capital

gain

distributions

are

reflected

as

realized

gain/loss. Dividend

income and

capital

gain

distributions

are

recorded

on

the

ex-dividend

date. Non-cash

dividends,

if

any,

are

recorded

at

the

fair

market

value

of

the

asset

received. Proceeds

from

litigation

payments,

if

any,

are

included

in

either

net

realized

gain

(loss)

or

change

in

net

unrealized

gain/loss

from

securities. Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date. Income

distributions,

if

any,

are

declared

and

paid

by

each

class annually. A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

Currency

Translation

 Assets,

including

investments,

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollar

values

each

day

at

the

prevailing

exchange

rate,

using

the

mean

of

the

bid

and

asked

prices

of

such

currencies

against

U.S.

dollars

as

provided

by

an

outside

pricing

service.

Purchases

and

sales

of

securities,

income,

and

expenses

are

translated

into

U.S.

dollars

at

the

prevailing

exchange

rate

on

the

respective

date

of

such

transaction.

The

effect

of

changes

in

foreign

currency

exchange

rates

on

realized

and

unrealized

security

gains

and

losses

is

not

bifurcated

from

the

portion

attributable

to

changes

in

market

prices.

Class

Accounting

 Shareholder

servicing,

prospectus,

and

shareholder

report

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to

all

classes,

investment

income,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

The

Advisor

Class

and

R

Class

each

pay

Rule

12b-1

fees,

in

an

amount

not

exceeding

0.25%

and

0.50%,

respectively,

of

the

class’s

average

daily

net

assets.

In-Kind

Redemptions

 In

accordance

with

guidelines

described

in

the

fund’s

prospectus,

and

when

considered

to

be

in

the

best

interest

of

all

shareholders,

the

fund

may

distribute

portfolio

securities

rather

than

cash

as

payment

for

a

redemption

of

fund

shares

(in-kind

redemption).

Gains

and

losses

realized

on

in-kind

redemptions

are

not

recognized

for

tax

purposes

and

are

reclassified

from

undistributed

realized

gain

(loss)

to

paid-in

capital.

During

the

year ended

December

31,

2024,

the

fund

realized

$163,824,000 of

net

gain

on

$323,074,000

of

in-kind

redemptions.

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

25

Capital

Transactions

 Each

investor’s

interest

in

the

net

assets

of the

fund

is

represented

by

fund

shares. The

fund’s

net

asset

value

(NAV)

per

share

is

computed

at

the

close

of

the

New

York

Stock

Exchange

(NYSE),

normally

4

p.m.

Eastern

time,

each

day

the

NYSE

is

open

for

business.

However,

the

NAV

per

share

may

be

calculated

at

a

time

other

than

the

normal

close

of

the

NYSE

if

trading

on

the

NYSE

is

restricted,

if

the

NYSE

closes

earlier,

or

as

may

be

permitted

by

the

SEC.

Purchases

and

redemptions

of

fund

shares

are

transacted

at

the

next-computed

NAV

per

share,

after

receipt

of

the

transaction

order

by

T.

Rowe

Price

Associates,

Inc.,

or

its

agents.

New

Accounting

Guidance

 In December

2023,

the

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2023-09,

Income

Taxes

(Topic

740)

–

Improvements

to

Income

Taxes

Disclosures,

which

enhances

the

transparency

of

income

tax

disclosures.

The

ASU

requires

public

entities,

on

an

annual

basis,

to

provide

disclosure

of

specific

categories

in

the

rate

reconciliation,

as

well

as

disclosure

of

income

taxes

paid

disaggregated

by

jurisdiction.

The

amendments

under

this

ASU

are

required

to

be

applied

prospectively

and

are

effective

for

fiscal

years

beginning

after

December

15,

2024.

Management

expects

that

adoption

of

the

guidance

will

not

have

a

material

impact

on

the

fund’s

financial

statements.

Indemnification

 In

the

normal

course

of

business, the

fund

may

provide

indemnification

in

connection

with

its

officers

and

directors,

service

providers,

and/or

private

company

investments. The

fund’s

maximum

exposure

under

these

arrangements

is

unknown;

however,

the

risk

of

material

loss

is

currently

considered

to

be

remote.

NOTE

2

-

VALUATION 

Fair

Value

  The

fund’s

financial

instruments

are

valued

at

the

close

of

the

NYSE

and

are

reported

at

fair

value,

which

GAAP

defines

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date. The fund’s

Board

of

Directors

(the

Board)

has

designated

T.

Rowe

Price

Associates,

Inc.

as

the

fund’s

valuation

designee

(Valuation

Designee).

Subject

to

oversight

by

the

Board,

the

Valuation

Designee

performs

the

following

functions

in

performing

fair

value

determinations:

assesses

and

manages

valuation

risks;

establishes

and

applies

fair

value

methodologies;

tests

fair

value

methodologies;

and

evaluates

pricing

vendors

and

pricing

agents.

The

duties

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

26

and

responsibilities

of

the

Valuation

Designee

are

performed

by

its

Valuation

Committee. The

Valuation

Designee provides

periodic

reporting

to

the

Board

on

valuation

matters.

Various

valuation

techniques

and

inputs

are

used

to

determine

the

fair

value

of

financial

instruments.

GAAP

establishes

the

following

fair

value

hierarchy

that

categorizes

the

inputs

used

to

measure

fair

value:

Level

1

–

quoted

prices

(unadjusted)

in

active

markets

for

identical

financial

instruments

that

the

fund

can

access

at

the

reporting

date

Level

2

–

inputs

other

than

Level

1

quoted

prices

that

are

observable,

either

directly

or

indirectly

(including,

but

not

limited

to,

quoted

prices

for

similar

financial

instruments

in

active

markets,

quoted

prices

for

identical

or

similar

financial

instruments

in

inactive

markets,

interest

rates

and

yield

curves,

implied

volatilities,

and

credit

spreads)

Level

3

–

unobservable

inputs

(including

the Valuation

Designee’s assumptions

in

determining

fair

value)

Observable

inputs

are

developed

using

market

data,

such

as

publicly

available

information

about

actual

events

or

transactions,

and

reflect

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

Unobservable

inputs

are

those

for

which

market

data

are

not

available

and

are

developed

using

the

best

information

available

about

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

GAAP

requires

valuation

techniques

to

maximize

the

use

of

relevant

observable

inputs

and

minimize

the

use

of

unobservable

inputs.

When

multiple

inputs

are

used

to

derive

fair

value,

the

financial

instrument

is

assigned

to

the

level

within

the

fair

value

hierarchy

based

on

the

lowest-level

input

that

is

significant

to

the

fair

value

of

the

financial

instrument.

Input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level

but

rather

the

degree

of

judgment

used

in

determining

those

values.

Valuation

Techniques 

Equity

securities,

including

exchange-traded

funds, listed

or

regularly

traded

on

a

securities

exchange

or

in

the

over-the-

counter

(OTC)

market

are

valued

at

the

last

quoted

sale

price

or,

for

certain

markets,

the

official

closing

price

at

the

time

the

valuations

are

made.

OTC

Bulletin

Board

securities

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices.

A

security

that

is

listed

or

traded

on

more

than

one

exchange

is

valued

at

the

quotation

on

the

exchange

determined

to

be

the

primary

market

for

such

security.

Listed

securities

not

traded

on

a

particular

day

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices

for

domestic

securities.

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

27

Investments

in

mutual

funds

are

valued

at

the

mutual

fund’s

closing

NAV

per

share

on

the

day

of

valuation.

Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value. 

Investments

for

which

market

quotations are

not

readily

available

or

deemed

unreliable

are

valued

at

fair

value

as

determined

in

good

faith

by

the

Valuation

Designee.

The

Valuation

Designee

has

adopted

methodologies

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

or

deemed

unreliable,

including

the

use

of

other

pricing

sources.

Factors

used

in

determining

fair

value

vary

by

type

of

investment

and

may

include

market

or

investment

specific

considerations.

The

Valuation

Designee typically

will

afford

greatest

weight

to

actual

prices

in

arm’s

length

transactions,

to

the

extent

they

represent

orderly

transactions

between

market

participants,

transaction

information

can

be

reliably

obtained,

and

prices

are

deemed

representative

of

fair

value.

However,

the

Valuation

Designee may

also

consider

other

valuation

methods

such

as

market-based

valuation

multiples;

a

discount

or

premium

from

market

value

of

a

similar,

freely

traded

security

of

the

same

issuer;

discounted

cash

flows;

yield

to

maturity;

or

some

combination.

Fair

value

determinations

are

reviewed

on

a

regular

basis.

Because

any

fair

value

determination

involves

a

significant

amount

of

judgment,

there

is

a

degree

of

subjectivity

inherent

in

such

pricing

decisions. Fair

value

prices

determined

by

the

Valuation

Designee could

differ

from

those

of

other

market

participants,

and

it

is

possible

that

the

fair

value

determined

for

a

security

may

be

materially

different

from

the

value

that

could

be

realized

upon

the

sale

of

that

security.

Valuation

Inputs

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

December

31,

2024

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

29,453,424‌

$

—‌

$

—‌

$

29,453,424‌

Convertible

Preferred

Stocks

—‌

—‌

112,800‌

112,800‌

Short-Term

Investments

685,236‌

—‌

—‌

685,236‌

Total

$

30,138,660‌

$

—‌

$

112,800‌

$

30,251,460‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

28

NOTE

3

-

OTHER

INVESTMENT

TRANSACTIONS 

Consistent

with

its

investment

objective, the

fund

engages

in

the

following

practices

to

manage

exposure

to

certain

risks

and/or

to

enhance

performance.

The

investment

objective,

policies,

program,

and

risk

factors

of the

fund

are

described

more

fully

in the

fund’s prospectus

and

Statement

of

Additional

Information.

Restricted

Securities

 The

fund

invests

in

securities

that

are

subject

to

legal

or

contractual

restrictions

on

resale.

Prompt

sale

of

such

securities

at

an

acceptable

price

may

be

difficult

and

may

involve

substantial

delays

and

additional

costs.

Other

Purchases

and

sales

of

portfolio

securities

other

than

in-kind

transactions,

if

any,

and short-term securities

aggregated $6,717,360,000 and

$9,140,999,000,

respectively,

for

the

year ended

December

31,

2024. 

NOTE

4

-

FEDERAL

INCOME

TAXES

Generally,

no

provision

for

federal

income

taxes

is

required

since

the

fund

intends

to continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

The

fund

files

U.S.

federal,

state,

and

local

tax

returns

as

required.

The

fund’s

tax

returns

are

subject

to

examination

by

the

relevant

tax

authorities

until

expiration

of

the

applicable

statute

of

limitations,

which

is

generally

three

years

after

the

filing

of

the

tax

return

but

which

can

be

extended

to

six

years

in

certain

circumstances.

Tax

returns

for

open

years

have

incorporated

no

uncertain

tax

positions

that

require

a

provision

for

income

taxes.

Capital

accounts

within

the

financial

reporting

records

are

adjusted

for

permanent

book/tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

permanent

book/tax

adjustments,

if

any,

have

no

impact

on

results

of

operations

or

net

assets.

The

permanent

book/tax

adjustments

relate

primarily

to

redemptions

in

kind

and

deemed

distributions

on

shareholder

redemptions.

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

29

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

At

December

31,

2024,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were as

follows:

At

December

31,

2024,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

Temporary

differences

between

book-basis

and

tax-basis

components

of

total

distributable

earnings

(loss)

arise

when

certain

items

of

income,

gain,

or

loss

are

recognized

in

different

periods

for

financial

statement

purposes

versus

for

tax

purposes;

these

differences

will

reverse

in

a

subsequent

reporting

period.

The

temporary

differences

relate

primarily

to

the

deferral

of

losses

from

wash

sales.

($000s)

December

31,

2024

December

31,

2023

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

40,323‌

$

160,699‌

Long-term

capital

gain

2,846,591‌

1,718,903‌

Total

distributions

$

2,886,914‌

$

1,879,602‌

($000s)

Cost

of

investments

$

20,100,574‌

Unrealized

appreciation

$

11,311,082‌

Unrealized

depreciation

(1,160,189‌)

Net

unrealized

appreciation

(depreciation)

$

10,150,893‌

($000s)

Undistributed

long-term

capital

gain

$

537,829‌

Net

unrealized

appreciation

(depreciation)

10,150,893‌

Total

distributable

earnings

(loss)

$

10,688,722‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

30

NOTE

5

-

FOREIGN TAXES

The

fund

is

subject

to

foreign

income

taxes

imposed

by

certain

countries

in

which

it

invests.

Additionally,

capital

gains

realized

upon

disposition

of

securities

issued

in

or

by

certain

foreign

countries

are

subject

to

capital

gains

tax

imposed

by

those

countries.

All

taxes

are

computed

in

accordance

with

the

applicable

foreign

tax

law,

and,

to

the

extent

permitted,

capital

losses

are

used

to

offset

capital

gains.

Taxes

attributable

to

income

are

accrued

by

the

fund

as

a

reduction

of

income.

Current

and

deferred

tax

expense

attributable

to

capital

gains

is

reflected

as

a

component

of

realized

or

change

in

unrealized

gain/

loss

on

securities

in

the

accompanying

financial

statements.

To

the

extent

that

the

fund

has

country

specific

capital

loss

carryforwards,

such

carryforwards

are

applied

against

net

unrealized

gains

when

determining

the

deferred

tax

liability.

Any

deferred

tax

liability

incurred

by

the

fund

is

included

in

either

Other

liabilities

or

Deferred

tax

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

NOTE

6

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

(Price

Group). Price

Associates

has

entered

into

a

sub-advisory

agreement(s)

with

one

or

more

of

its

wholly

owned

subsidiaries,

to

provide

investment

advisory

services

to

the

fund.

The

investment

management

agreement

between

the

fund

and

Price

Associates

provides

for

an

annual

investment

management

fee,

which

is

computed

daily

and

paid

monthly.

The

fee

consists

of

an

individual

fund

fee

and

a

group

fee.

The

individual

fund

fee

is

equal

to

0.35%

of

the

fund’s

average

daily

net

assets

up

to

$15

billion

and

0.2975%

of

the

fund’s

average

daily

net

assets

in

excess

of

$15

billion.

The

group

fee

rate

is

calculated

based

on

the

combined

net

assets

of

certain

mutual

funds

sponsored

by

Price

Associates

(the

group)

applied

to

a

graduated

fee

schedule,

with

rates

ranging

from

0.48%

for

the

first

$1

billion

of

assets

to

0.260%

for

assets

in

excess

of

$845

billion.

The

fund’s

group

fee

is

determined

by

applying

the

group

fee

rate

to

the

fund’s

average

daily

net

assets.

At

December

31,

2024,

the

effective

annual

group

fee

rate

was

0.28%.

The

Investor

Class, Advisor

Class,

and R

Class are

each

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

dates

indicated

in

the

table

below.

This

agreement

will

continue

through

the

expense

limitation

dates

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

31

only

with

approval

of

the

fund’s

Board.

During

the

limitation

period,

Price

Associates

is required

to

waive

or

pay

any

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

that

would

otherwise

cause

the class’s ratio

of

annualized

total

expenses

to

average

net

assets

(net

expense

ratio)

to

exceed

its

expense

limitation.

Each

class

is

required

to

repay

Price

Associates

for

expenses

previously

waived/paid

to

the

extent

the

class’s net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the class’s net

expense

ratio

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

expense

limitation

in

place

at

the

time

such

amounts

were

waived;

or

(2)

the class’s

current

expense

limitation.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

The

I

Class

is

also

subject

to

an

operating

expense

limitation

(I

Class

Limit)

pursuant

to

which

Price

Associates

is

contractually

required

to

pay

all

operating

expenses

of

the

I

Class,

excluding

management

fees;

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage; non-recurring,

extraordinary expenses; and

acquired

fund

fees

and

expenses, to

the

extent

such

operating

expenses,

on

an

annualized

basis,

exceed

the

I

Class

Limit. This

agreement

will

continue

through

the

expense

limitation

date

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

The

I

Class

is

required

to

repay

Price

Associates

for

expenses

previously

paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

operating

expenses

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

I

Class

Limit

in

place

at

the

time

such

amounts

were

paid;

or

(2)

the

current

I

Class

Limit.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

The

Z

Class

is

also

subject

to

a

contractual

expense

limitation

agreement

whereby

Price

Associates

has

agreed

to

waive

and/or

bear

all

of

the

Z

Class’

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

in

their

entirety.

This

fee

waiver

and/or

expense

reimbursement

arrangement

is

expected

to

remain

in

place

indefinitely,

and

the

agreement

may

only

be

amended

or

terminated

with

approval

by

the

fund’s

Board.

Expenses

of

the

fund

waived/paid

by

the

manager

are

not

subject

to

later

repayment

by

the

fund.

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

32

Pursuant

to

these

agreements,

expenses

were waived/paid

by

and/or

repaid

to

Price

Associates

during

the year

ended December

31,

2024 as

indicated

in

the

table

below. At

December

31,

2024,

there

were

no

amounts

subject

to

repayment

by

the

fund.

Any

repayment

of

expenses

previously

waived/

paid

by

Price

Associates

during

the

period

would

be

included

in

the

net

investment

income

and

expense

ratios

presented

on

the

accompanying

Financial

Highlights.

In

addition,

the

fund

has

entered

into

service

agreements

with

Price

Associates

and

two

wholly

owned

subsidiaries

of

Price

Associates,

each

an

affiliate

of

the

fund

(collectively,

Price).

Price

Associates

provides

certain

accounting

and

administrative

services

to

the

fund.

T.

Rowe

Price

Services,

Inc.

provides

shareholder

and

administrative

services

in

its

capacity

as

the

fund’s

transfer

and

dividend-disbursing

agent.

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

provides

subaccounting

and

recordkeeping

services

for

certain

retirement

accounts

invested

in

the

Investor

Class,

R

Class

and

Advisor

Class.

For

the

year

ended

December

31,

2024,

expenses

incurred

pursuant

to

these

service

agreements

were

$116,000

for

Price

Associates;

$4,609,000

for

T.

Rowe

Price

Services,

Inc.;

and

$3,377,000

for

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

All

amounts

due

to

and

due

from

Price,

exclusive

of

investment

management

fees

payable,

are

presented

net

on

the

accompanying

Statement

of

Assets

and

Liabilities.

T.

Rowe

Price

Investment

Services,

Inc.

(Investment

Services)

serves

as

distributor

to

the

fund.

Pursuant

to

an

underwriting

agreement,

no

compensation

for

any

distribution

services

provided

is

paid

to

Investment

Services

by

the

fund

(except

for

12b-1

fees

under

a

Board-approved

Rule

12b-1

plan).

Investor

Class

Advisor

Class

R

Class

I

Class

Z

Class

Expense

limitation/I

Class

Limit

0.96%

1.21%

1.46%

0.05%

0.00%

Expense

limitation

date

04/30/26

04/30/26

04/30/26

04/30/26

N/A

(Waived)/

repaid

during

the

period

($000s)

$—

$—

$—

$—

$(32,820)

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

33

Additionally,

the

fund

is

one

of

several

mutual

funds

in

which

certain

college

savings

plans

managed

by

Price

Associates invests.

As

approved

by

the

fund’s

Board

of

Directors,

shareholder

servicing

costs

associated

with

each

college

savings

plan

are

borne

by

the

fund

in

proportion

to

the

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Price

has

agreed

to waive/reimburse

shareholder

servicing

costs in

excess

of

0.05%

of

the

fund’s

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Any

amounts

waived/

paid

by

Price

under

this

voluntary

agreement

are

not

subject

to

repayment

by

the

fund.

Price

may

amend

or

terminate

this

voluntary

arrangement

at

any

time

without

prior

notice.

For

the

year ended

December

31,

2024,

the

fund

was

charged $103,000 for

shareholder

servicing

costs

related

to

the

college

savings

plans, of

which

$14,000

was

for

services

provided

by

Price.

All

amounts

due

to

and

due

from

Price,

exclusive

of

investment

management

fees

payable,

are

presented

net

on

the

accompanying

Statement

of

Assets

and

Liabilities. At

December

31,

2024,

approximately

2%

of

the

outstanding

shares

of

the

I

Class

were

held

by

college

savings

plans.

Mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

(collectively,

Price

Funds

and

accounts)

may

invest

in

the

fund.

No

Price

fund

or

account

may

invest

for

the

purpose

of

exercising

management

or

control

over

the

fund.

At

December

31,

2024, 100%

of

the

Z

Class's

outstanding

shares

were

held

by

Price

Funds

and

accounts.

The fund

may

invest

its

cash

reserves

in

certain

open-end

management

investment

companies

managed

by

Price

Associates

and

considered

affiliates

of

the

fund:

the

T.

Rowe

Price

Government

Reserve

Fund

or

the

T.

Rowe

Price

Treasury

Reserve

Fund,

organized

as

money

market

funds

(together,

the

Price

Reserve

Funds).

The

Price

Reserve

Funds

are

offered

as

short-term

investment

options

to

mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

and

are

not

available

for

direct

purchase

by

members

of

the

public.

Cash

collateral

from

securities

lending,

if

any,

is

invested

in

the

T.

Rowe

Price

Government

Reserve Fund. The

Price

Reserve

Funds

pay

no

investment

management

fees.

As

of

December

31,

2024,

T.

Rowe

Price

Group,

Inc.,

or

its

wholly

owned

subsidiaries,

owned

249,928

shares

of

the

I

Class,

representing

less

than

1%

of

the

I

Class's

net

assets. 

The fund may

participate

in

securities

purchase

and

sale

transactions

with

other

funds

or

accounts

advised

by

Price

Associates

(cross

trades),

in

accordance

with

procedures

adopted

by the

fund’s

Board

and

Securities

and

Exchange

Commission

rules,

which

require,

among

other

things,

that

such

purchase

and

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

34

sale

cross

trades

be

effected

at

the

independent

current

market

price

of

the

security.

During

the

year

ended

December

31,

2024,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

NOTE

7

-

SEGMENT

REPORTING

Operating

segments

are

defined

as

components

of

a

company

that

engage

in

business

activities

and

for

which

discrete

financial

information

is

available

and

regularly

reviewed

by

the

chief

operating

decision

maker

(CODM)

in

deciding

how

to

allocate

resources

and

assess

performance.

The

Management

Committee

of

Price

Associates

acts

as

the

fund’s

CODM.

The

fund

makes

investments

in

accordance

with

its

investment

objective

as

outlined

in

the

Prospectus

and

is

considered

one

reportable

segment

because

the

CODM

allocates

resources

and

assesses

the

operating

results

of

the

fund

on

the

whole.

The

fund’s

revenue

is

derived

from

investments

in

portfolio

of

securities.

The

CODM

allocates

resources

and

assesses

performance

based

on

the

operating

results

of

the

fund,

which

is

consistent

with

the

results

presented

in

the

statement

of

operations,

statement

of

changes

in

net

assets

and

financial

highlights.

The

CODM

compares

the

fund’s

performance

to

its

benchmark

index

and

evaluates

the

positioning

of

the

fund

in

relation

to

its

investment

objective.

The

measure

of

segment

assets

is

net

assets

of

the

fund

which

is

disclosed

in

the

statement

of

assets

and

liabilities.

The

accounting

policies

of

the

segment

are

the

same

as

those

described

in

the

summary

of

significant

accounting

policies.

The

financial

statements

include

all

details

of

the

segment

assets,

segment

revenue

and

expenses;

and

reflect

the

financial

results

of

the

segment.

NOTE

8

-

OTHER

MATTERS

Unpredictable environmental,

political,

social

and

economic

events,

including

but

not

limited

to,

environmental

or

natural

disasters,

war

and

conflict

(including

Russia’s

military

invasion

of

Ukraine

and

the

conflict

in

Israel,

Gaza

and

surrounding

areas),

terrorism,

geopolitical

developments

(including

trading

and

tariff

arrangements,

sanctions

and

cybersecurity

attacks),

and

public

health

epidemics

(including

the

global

outbreak

of

COVID-19)

and

similar

public

health

threats,

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

a

fund

invests.

The

extent

and

duration

of

such

events

and

resulting

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

35

market

disruptions

cannot

be

predicted.

These

and

other

similar

events

may

cause

instability

across

global

markets,

including

reduced

liquidity

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others,

and

exacerbate

other

pre-existing

political,

social,

and

economic

risks.

The

fund’s

performance

could

be

negatively

impacted

if

the

value

of

a

portfolio

holding

were

harmed

by

these

or

such

events.

Management

actively

monitors

the

risks

and

financial

impacts

arising

from

such

events.

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

36

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Directors

and

Shareholders

of

T.

Rowe

Price

Mid-Cap

Growth

Fund,

Inc.

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

portfolio

of

investments,

of

T.

Rowe

Price

Mid-Cap

Growth

Fund,

Inc.

(the

"Fund")

as

of

December

31,

2024,

the

related

statement

of

operations

for

the

year

ended

December

31,

2024,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2024,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

periods

indicated

therein

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

December

31,

2024,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2024

and

the

financial

highlights

for

each

of

the

periods

indicated

therein,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

37

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2024

by

correspondence

with

the

custodians

and

transfer

agent.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

/s/

PricewaterhouseCoopers

LLP

Baltimore,

Maryland

February

18,

2025

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

(continued)

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

38

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 12/31/24

We

are

providing

this

information

as

required

by

the

Internal

Revenue

Code.

The

amounts

shown

may

differ

from

those

elsewhere

in

this

report

because

of

differences

between

tax

and

financial

reporting

requirements.

The

fund’s

distributions

to

shareholders

included

$3,255,255,000

from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

For

taxable

non-corporate

shareholders,

$167,723,000

of

the

fund's

income

represents

qualified

dividend

income

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

For

corporate

shareholders,

$157,665,000

of

the

fund's

income

qualifies

for

the

dividends-received

deduction.

100

East

Pratt

Street

Baltimore,

MD

21202

T.

Rowe

Price

Investment

Services,

Inc.

Call

1-800-225-5132

to

request

a

prospectus

or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

information

that

you

should

read

and

consider

carefully

before

investing.

F64-050

2/25

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not applicable.

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

Not applicable.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

Remuneration paid to Directors is included in Item 7 of this Form N-CSR.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

If applicable, see Item 7.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 15. Submission of Matters to a Vote of Security Holders.

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

Item 16. Controls and Procedures.

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

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

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 18. Recovery of Erroneously Awarded Compensation.

Not applicable.

Item 19. Exhibits.

(a)(1)	The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is attached.
(2)	Listing standards relating to recovery of erroneously awarded compensation: not applicable.
(3)	Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
(b)	A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

SIGNATURES

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

T. Rowe Price Mid-Cap Growth Fund, Inc.
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 18, 2025

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

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 18, 2025

By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	February 18, 2025