T. Rowe Price Equity Series 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: 811-07143

T. Rowe Price Equity Series, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, MD 21202

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

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

Date of fiscal year end: December 31    

Date of reporting period: December 31, 2022

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Annual

REPORT

December

31,

2022

Mid-Cap

Growth

Portfolio

T.

ROWE

PRICE

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

Highlights

and

Market

Commentary

Management’s

Discussion

of

Fund

Performance

Performance

and

Expenses

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

HIGHLIGHTS

The

Mid-Cap

Growth

Portfolio

declined

but

outperformed

the

Russell

Midcap

Growth

Index

and

its

Lipper

peer

group

index

for

the

12

months

ended

December

31,

2022.

On

a

relative

basis,

the

health

care

and

information

technology

sectors

added

the

most

value,

while

an

underweight

in

energy

detracted

from

performance.

We

used

volatility

in

the

market

to

add

or

increase

positions

in

durable

growth

companies,

remaining

disciplined

in

our

focus

on

the

long

term

while

the

market

fixated

on

short-term

swings.

While

we

can’t

predict

where

the

bear

market

will

bottom,

we

can

take

advantage

of

the

prospects

afforded

by

extreme

market

volatility

and

uncertainty

by

seeking

to

position

the

portfolio

favorably

for

the

other

side

while

adhering

to

our

long-term

investment

process,

which

has

been

implemented

through

multiple,

diverse

market

environments.

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

Certain

mutual

fund

accounts

that

are

assessed

an

annual

account

service

fee

can

also

save

money

by

switching

to

e-delivery.

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

Market

Commentary

1

Dear

Investor

Nearly

all

major

global

stock

and

bond

indexes

fell

sharply

in

2022,

as

investors

contended

with

persistently

high

inflation,

tightening

financial

conditions,

and

slowing

economic

and

corporate

earnings

growth.

Double-digit

losses

were

common

in

equity

markets

around

the

world,

and

bond

investors

also

faced

a

historically

tough

environment

amid

a

sharp

rise

in

interest

rates.

Value

shares

declined

but

outperformed

growth

stocks

by

a

considerable

margin

as

equity

investors

turned

risk

averse

and

as

rising

rates

put

downward

pressure

on

growth

stock

valuations.

Emerging

markets

stocks

generally

underperformed

shares

in

developed

markets.

Meanwhile,

the

U.S.

dollar

strengthened

versus

most

currencies

during

the

period,

which

weighed

on

returns

for

U.S.

investors

in

international

securities.

Within

the

S&P

500

Index,

energy

was

a

rare

bright

spot,

gaining

more

than

60%

as

oil

prices

jumped

in

response

to

Russia’s

invasion

of

Ukraine

and

concerns

over

commodity

supply

shortages.

Defensive

shares,

such

as

utilities,

consumer

staples,

and

health

care,

held

up

relatively

well

and

finished

the

year

with

roughly

flat

returns.

Conversely,

communication

services,

consumer

discretionary,

and

information

technology

shares

suffered

the

largest

declines.

Elevated

inflation

remained

a

leading

concern

for

investors

throughout

the

period,

although

there

were

signs

that

price

increases

were

moderating

by

year-end.

November’s

consumer

price

index

data

showed

headline

inflation

rising

7.1%

on

a

12-month

basis,

the

lowest

level

since

December

2021

but

still

well

above

the

Federal

Reserve’s

2%

long-term

target.

In

response

to

the

high

inflation

readings,

global

central

banks

tightened

monetary

policy,

and

investors

focused

on

communications

from

central

bank

officials

on

how

high

rates

would

have

to

go.

The

Fed,

which

at

the

end

of

2021

had

forecast

that

it

would

only

need

to

raise

interest

rates

0.75

percentage

point

in

all

of

2022,

raised

its

short-term

lending

benchmark

from

near

zero

in

March

to

a

target

range

of

4.25%

to

4.50%

by

December

and

indicated

that

additional

hikes

are

likely.

Bond

yields

increased

considerably

across

the

U.S.

Treasury

yield

curve

as

the

Fed

tightened

monetary

policy,

with

the

yield

on

the

benchmark

10-year

U.S.

Treasury

note

climbing

from

1.52%

at

the

start

of

the

period

to

3.88%

at

the

end

of

the

year.

Significant

inversions

in

the

yield

curve,

which

are

often

considered

a

warning

sign

of

a

coming

recession,

occurred

during

the

period

as

shorter-maturity

Treasuries

experienced

the

largest

yield

increases.

The

sharp

increase

in

yields

led

to

historically

weak

results

across

the

fixed

income

market,

with

the

Bloomberg

U.S.

Aggregate

Bond

Index

delivering

its

worst

year

on

record.

(Bond

prices

and

yields

move

in

opposite

directions.)

As

the

period

came

to

an

end,

the

economic

backdrop

appeared

mixed.

Although

manufacturing

gauges

have

drifted

toward

contraction

levels,

the

U.S.

jobs

market

remained

resilient,

and

corporate

and

household

balance

sheets

appeared

strong.

Meanwhile,

the

housing

market

has

weakened

amid

rising

mortgage

rates.

The

past

year

has

been

a

trying

time

for

investors

as

few

sectors

remained

untouched

by

the

broad

headwinds

that

markets

faced,

and

volatility

may

continue

in

the

near

term

as

central

banks

tighten

policy

amid

slowing

economic

growth.

However,

in

our

view,

there

continue

to

be

opportunities

for

selective

investors

focused

on

fundamentals.

Valuations

in

most

global

equity

markets

have

improved

markedly,

although

U.S.

equities

still

appear

relatively

expensive

by

historical

standards,

while

bond

yields

have

reached

some

of

the

most

attractive

levels

since

the

2008

global

financial

crisis.

We

believe

this

environment

makes

skilled

active

management

a

critical

tool

for

identifying

risks

and

opportunities,

and

our

investment

teams

will

continue

to

use

fundamental

research

to

identify

securities

that

can

add

value

to

your

portfolio

over

the

long

term.

Thank

you

for

your

continued

confidence

in

T.

Rowe

Price.

Sincerely, 

Robert

Sharps

CEO

and

President

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

Management’s

Discussion

of

Fund

Performance

2

INVESTMENT

OBJECTIVE 

The

fund

seeks

to

provide

long-term

capital

appreciation

by

investing

in

mid-cap

stocks

with

potential

for

above-average

earnings

growth.

FUND

COMMENTARY

How

did

the

fund

perform

in

the

past 12

months?

The

Mid-Cap

Growth

Portfolio

returned

-22.58%

for

the

12

months

ended

December

31,

2022.

The

fund

outperformed

the

Russell

Midcap

Growth

Index,

which

returned

-26.72%,

and

the

Lipper

Variable

Annuity

Underlying

Mid-Cap

Growth

Funds

Average,

which

returned

-28.29%.

(Returns

for

the

Mid-Cap

Growth

Portfolio–II

slightly

varied

due

to

its

different

fee

structure.

Past

performance

cannot

guarantee

future

results

.)

What

factors

influenced

the

fund’s

performance?

The

challenges

discussed

in

our

semiannual

letter

persisted

in

the

latter

half

of

the

year;

indeed,

2022

marked

the

worst

year

for

equities

since

the

2008

global

financial

crisis.

Growth

stocks

were

especially

pressured

in

a

rising

interest

rate

environment.

Although

returns

were

disappointing

on

an

absolute

basis,

our

valuation-conscious

approach

afforded

downside

protection.

Relative

outperformance

was

supported

by

our

holdings

in

health

care

and

information

technology,

while

an

underweight

allocation

to

energy

detracted.

Stock

selection

in

health

care

contributed

the

most

to

relative

results.

Shares

of

medical

technology

company

Hologic,

our

largest

holding,

declined

modestly

but

significantly

outpaced

its

industry

and

the

broader

sector.

COVID-19

testing

sales

exceeded

guidance

as

global

demand

continued.

While

testing

may

be

on

the

downswing,

we

believe

that

the

pandemic

has

accelerated

the

placement

of

Hologic's

diagnostic

testing

machines

in

many

medical

facilities,

enabling

the

processing

of

the

company's

other

diagnostic

offerings

as

well.

Additionally,

we

believe

the

market

is

overlooking

the

strength

of

Hologic's

core

women's

health

business,

which

we

expect

to

remain

a

meaningful

driver

of

future

growth.

Strong

underlying

trends

lifted

shares

of

Acadia

Healthcare,

an

operator

of

behavioral

health

care

inpatient

and

outpatient

facilities,

an

area

experiencing

high

demand

as

demonstrated

by

the

company’s

recent

increase

to

its

long-term

growth

targets.

Our

holdings

in

information

technology

also

added

value

due

to

both

our

stock

choices

and

an

underweight

allocation.

Less

exposure

to

the

highflying

software

stocks

that

were

hit

particularly

hard

during

the

year

proved

beneficial.

We

favor

companies

in

the

semiconductor

industry,

which

features

more

profitable

and

reasonably

valued

businesses

compared

with

software,

and

two

semiconductor

names

were

top

relative

performers

in

the

sector.

Shares

of

KLA,

a

capital

equipment

company

that

provides

process

control

systems

for

the

semiconductor

industry,

held

up

better

than

industry

peers.

The

company

executed

well

during

the

year,

despite

supply

chain

and

pandemic-related

headwinds.

We

favor

KLA

for

its

dominant

position

in

process

control,

one

of

the

more

attractive

verticals

of

wafer

fab

equipment.

We

think

KLA

is

well

positioned

to

benefit

from

slowing

productivity

in

the

semiconductor

industry,

which

is

driving

higher

investments

in

areas

that

can

offer

more

innovation

and

competitive

advantage.

Microchip

Technology

limited

annual

losses

with

strong

results

in

the

most

recent

quarter

driven

by

solid

growth

in

microcontrollers

and

a

favorable

portfolio

mix.

A

strong

guide

for

December,

along

with

a

positive

preview

for

the

first

quarter

of

2023,

further

lifted

investor

sentiment.

We

like

the

company’s

improved

balance

sheet,

which

should

enable

it

to

return

significant

capital

to

shareholders

in

the

form

of

dividends

and

share

buybacks.

On

the

negative

side,

less

exposure

to

energy

detracted

from

relative

results.

Energy

stocks

produced

extraordinary

gains,

surging

with

oil

and

natural

gas

prices

during

the

year,

as

many

nations

sanctioned

Russia

and

made

efforts

to

reduce

reliance

on

Russian

energy

exports

because

of

its

invasion

of

Ukraine.

Many

major

energy

producers

continued

to

focus

on

profitability

versus

growth

to

the

detriment

of

the

supply

growth

that

would

ease

commodity

pricing.

PERFORMANCE

COMPARISON

Total

Return

Periods

Ended

12/31/22

6

Months

12

Months

Mid-Cap

Growth

Portfolio

3.84‌%

-22.58‌%

Mid-Cap

Growth

Portfolio–II

3.73‌

-22.75‌

Russell

Midcap

Growth

Index

6.20‌

-26.72‌

Lipper

Variable

Annuity

Underlying

Mid-Cap

Growth

Funds

Average

3.69‌

-28.29‌

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

3

How

is

the

fund

positioned?

We

used

volatility

in

the

market

to

add

or

increase

positions

in

durable

growth

companies,

remaining

disciplined

in

our

focus

on

the

long

term

while

the

market

fixated

on

short‐term

swings.

At

the

margin,

we

are

eliminating

lower-conviction

ideas

and

positioning

the

portfolio

with

companies

we

want

to

own

coming

out

of

the

bear

market.

While

there

were

no

large

thematic

shifts

in

the

portfolio

during

the

period,

we

did

take

the

opportunity

to

narrow

our

underweight

to

the

energy

sector,

an

area

that

has

become

more

relevant

in

our

investment

universe

this

year.

Our

largest

sector

decrease,

on

the

other

hand,

was

to

consumer

discretionary,

an

area

especially

hampered

by

inflation

and

expectations

of

a

recession,

although

the

allocation

edged

up

in

the

latter

half

of

the

year.

While

our

overall

information

technology

allocation

remained

fairly

static,

we

took

advantage

of

pricing

dislocations

in

software

to

upgrade

to

higher-conviction

names.

We

added

exposure

to

energy

via

names

in

oil,

gas,

and

consumable

fuels

that

we

believe

to

be

quality

companies

with

attractive

acreage.

We

discussed

Pioneer

Natural

Resources

and

Cheniere

Energy

in

our

June

30

letter;

we

increased

exposure

to

both

names

in

the

latter

half

of

the

year.

Another

stock

in

which

we

initiated

a

position

in

2022

was

Coterra

Energy,

a

holding

we

view

favorably

due

to

our

constructive

long-term

natural

gas

outlook.

We

were

net

sellers

in

consumer

discretionary,

eliminating

Terminix

following

the

announcement

of

its

acquisition,

trimming

Dollar

General

on

valuation

considerations

following

strong

share

price

appreciation,

and

reducing

Chipotle

Mexican

Grill

on

our

expectation

that

the

company’s

more

aggressive

price

increases

relative

to

competitors

may

contribute

to

an

additional

decline

in

traffic

in

the

near

term

and

pressure

future

earnings.

We

also

found

attractive

opportunities

to

increase

certain

holdings.

We

added

shares

of

casino

operator

MGM

Resorts

International.

A

strong

Las

Vegas

backdrop

and

the

reopening

of

casinos

in

China

should

support

upside

from

current

valuations,

in

our

view.

We

also

like

the

company’s

emerging

position

as

a

leading

online

gaming

brand.

We

increased

our

stake

in

off-price

retailer

Burlington

Stores.

We

believe

the

company

has

turned

a

corner

following

execution

missteps

and

macroeconomic

headwinds.

Strong

closeout

buys,

better

merchandising,

and

a

trade-down

environment

should

support

solid

performance

for

the

business

in

the

year

ahead.

In

information

technology,

we

have

been

modestly

leaning

into

attractive

software

names

as

valuations

have

begun

to

fall

following

the

end

of

historically

low

interest

rates.

Two

notable

additions

were

Crowdstrike

Holdings

and

Fair

Isaac.

We

opportunistically

purchased

shares

of

cybersecurity

products

and

services

provider

Crowdstrike

Holdings.

We

like

the

company’s

leading

position

in

an

underserved

end

market

that

is

growing

in

secular

importance.

Fair

Isaac

is

primarily

known

for

its

FICO

credit

score,

but

it

also

has

a

large

software

business

used

for

targeting

and

acquiring

customers,

reducing

fraud

and

credit

losses,

enabling

compliance,

lowering

operating

expenses,

and

entering

new

markets.

A

ruling

from

the

Federal

Housing

Finance

Authority

regarding

the

use

of

Fair

Isaac’s

credit

score

in

mortgage

lending

decisions

removed

an

overhang

for

the

stock.

We

like

the

company’s

pricing

power

and

underappreciated

software

platform.

What

is

portfolio

management’s

outlook?

Heading

into

2023,

capital

markets

appear

to

have

priced

in

a

significant

global

economic

slowdown.

The

adjustment

period

from

millennium-low

interest

rates

that

precipitated

bubble

conditions

in

parts

of

the

stock

market

is

likely

not

entirely

over,

but

we

believe

a

lot

of

the

damage

has

occurred.

While

we

can’t

predict

where

the

bear

market

will

bottom,

we

can

take

advantage

of

the

prospects

afforded

by

extreme

market

volatility

and

uncertainty

by

seeking

to

position

the

portfolio

favorably

for

the

other

side.

Homogeneous

market

reactions

create

compelling

opportunities

to

add

value,

in

our

view.

We

are

focused

on

selectively

adding

to

two

types

of

companies:

newly

public

names

capable

of

becoming

winners

over

the

long

term

and

durable

growers

that

have

become

less

expensive

in

the

market

downturn.

While

we’re

taking

into

account

the

unique

circumstances

of

the

moment,

our

philosophy,

which

has

been

implemented

through

multiple,

SECTOR

DIVERSIFICATION

Percent

of

Net

Assets

6/30/22

12/31/22

Health

Care

27.0‌%

24.9‌%

Information

Technology

20.7‌ 

20.5‌ 

Industrials

and

Business

Services

16.7‌ 

17.0‌ 

Consumer

Discretionary

12.7‌ 

13.4‌ 

Financials

5.9‌ 

6.4‌ 

Materials

6.3‌ 

5.6‌ 

Energy

1.7‌ 

3.0‌ 

Communication

Services

2.1‌ 

2.7‌ 

Consumer

Staples

2.4‌ 

2.4‌ 

Utilities

0.0‌ 

0.0‌ 

Real

Estate

0.0‌ 

0.0‌ 

Other

and

Reserves

4.5‌ 

4.1‌ 

Total

100.0‌%

100.0‌%

Historical

weightings

reflect

current

industry/sector

classifications.

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

4

diverse

market

environments,

remains

intact.

Our

focus

remains

on

owning

quality

companies

with

durable

growth

prospects

and

prudent

balance

sheets.

We

pay

careful

attention

to

risk

and

valuation

relative

to

growth

prospects

and

believe

that

this

disciplined

approach

will

continue

to

serve

clients

well

over

the

long

term.

The

views

expressed

reflect

the

opinions

of

T.

Rowe

Price

as

of

the

date

of

this

report

and

are

subject

to

change

based

on

changes

in

market,

economic,

or

other

conditions.

These

views

are

not

intended

to

be

a

forecast

of

future

events

and

are

no

guarantee

of

future

results.

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

5

RISKS

OF

INVESTING

IN

THE

FUND

PRINCIPAL

RISKS

As

with

any

fund,

there

is

no

guarantee

that

the

fund

will

achieve

its

objective(s).

The

fund’s

share

price

fluctuates,

which

means

you

could

lose

money

by

investing

in

the

fund.

The

principal

risks

of

investing

in

this

fund,

which

may

be

even

greater

during

periods

of

market

disruption

or

volatility,

are

summarized

as

follows:

Market

conditions

.

The

value

of

the

fund’s

investments

may

decrease,

sometimes

rapidly

or

unexpectedly,

due

to

factors

affecting

an

issuer

held

by

the

fund,

particular

industries,

or

the

overall

securities

markets.

A

variety

of

factors

can

increase

the

volatility

of

the

fund’s

holdings

and

markets

generally,

including

political

or

regulatory

developments,

recessions,

inflation,

rapid

interest

rate

changes,

war

or

acts

of

terrorism,

natural

disasters,

and

outbreaks

of

infectious

illnesses

or

other

widespread

public

health

issues.

Certain

events

may

cause

instability

across

global

markets,

including

reduced

liquidity

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others.

These

adverse

developments

may

cause

broad

declines

in

market

value

due

to

short-term

market

movements

or

for

significantly

longer

periods

during

more

prolonged

market

downturns.

Mid-cap

stocks

.

Investments

in

securities

issued

by

mid-cap

companies

are

likely

to

be

more

volatile

than

investments

in

securities

issued

by

larger

companies.

Medium-sized

companies

may

have

less

experienced

management,

narrower

product

lines,

and

less

capital

reserves

and

liquidity

than

larger

companies

and

are

therefore

more

sensitive

to

economic,

market,

and

industry

changes.

Growth

investing

.

The

fund’s

growth

approach

to

investing

could

cause

it

to

underperform

other

stock

funds

that

employ

a

different

investment

style.

Growth

stocks

tend

to

be

more

volatile

than

certain

other

types

of

stocks,

and

their

prices

may

fluctuate

more

dramatically

than

the

overall

stock

market.

A

stock

with

growth

characteristics

can

have

sharp

price

declines

due

to

decreases

in

current

or

expected

earnings

and

may

lack

dividends

that

can

help

cushion

its

share

price

in

a

declining

market.

BENCHMARK

INFORMATION

Note:

Portions

of

the

mutual

fund

information

contained

in

this

report

was

supplied

by

Lipper,

a

Refinitiv

Company,

subject

to

the

following:

Copyright

2023

©

Refinitiv.

All

rights

reserved.

Any

copying,

republication

or

redistribution

of

Lipper

content

is

expressly

prohibited

without

the

prior

written

consent

of

Lipper.

Lipper

shall

not

be

liable

for

any

errors

or

delays

in

the

content,

or

for

any

actions

taken

in

reliance

thereon.

Note:

London

Stock

Exchange

Group

plc

and

its

group

undertakings

(collectively,

the

“LSE

Group”).

©

LSE

Group

2023.

FTSE

Russell

is

a

trading

name

of

certain

of

the

LSE

Group

companies.  “Russell

®

” is/are

a

trademark(s)

of

the

relevant

LSE

Group

companies

and

is/are

used

by

any

other

LSE

Group

company

under

license.

All

rights

in

the

FTSE

Russell

indexes

or

data

vest

in

the

relevant

LSE

Group

company

which

owns

the

index

or

the

data.

Neither

LSE

Group

nor

its

licensors

accept

any

liability

for

any

errors

or

omissions

in

the

indexes

or

data

and

no

party

may

rely

on

any

indexes

or

data

contained

in

this

communication.

No

further

distribution

of

data

from

the

LSE

Group

is

permitted

without

the

relevant

LSE

Group

company’s

express

written

consent.

The

LSE

Group

does

not

promote,

sponsor

or

endorse

the

content

of

this

communication.

The

LSE

Group

is

not

responsible

for

the

formatting

or

configuration

of

this

material

or

for

any

inaccuracy

in

T.

Rowe

Price’s

presentation

thereof.

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

12/31/22

Hologic

3.1‌%

Microchip

Technology

2.9‌ 

Agilent

Technologies

2.5‌ 

Textron

2.4‌ 

Teleflex

2.4‌ 

Ingersoll

Rand

2.3‌ 

Burlington

Stores

2.0‌ 

Bruker

1.7‌ 

Marvell

Technology

1.7‌ 

Keysight

Technologies

1.6‌ 

JB

Hunt

Transport

Services

1.6‌ 

Hilton

Worldwide

Holdings

1.5‌ 

KLA

1.5‌ 

Cooper

1.4‌ 

Fortinet

1.4‌ 

Equifax

1.4‌ 

Fortive

1.4‌ 

Ball

1.4‌ 

Alnylam

Pharmaceuticals

1.4‌ 

Avantor

1.4‌ 

Dollar

General

1.3‌ 

MGM

Resorts

International

1.3‌ 

Avery

Dennison

1.2‌ 

Synopsys

1.2‌ 

Acadia

Healthcare

1.2‌ 

Total

43.2‌%

Note:

The

information

shown

does

not

reflect

any

exchange-traded

funds

(ETFs),

cash

reserves,

or

collateral

for

securities

lending

that

may

be

held

in

the

portfolio.

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

6

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

portfolio

over

the

past

10

fiscal

year

periods

or

since

inception

(for portfolios

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

portfolio returns

as

well

as

mutual fund

averages

and

indexes.

MID-CAP

GROWTH

PORTFOLIO

Note:

Performance

for

the

II

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

FUND

EXPENSE

EXAMPLE

As

a

mutual

fund

shareholder,

you

may

incur

two

types

of

costs:

(1)

transaction

costs,

such

as

redemption

fees

or

sales

loads,

and

(2)

ongoing

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

fund

expenses.

The

following

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

most

recent

six-month

period

and

held

for

the

entire

period.

Shares

of

the

fund

are

currently

offered

only

through

certain

insurance

companies

as

an

investment

medium

for

both

variable

annuity

contracts

and

variable

life

insurance

policies.

Please

note

that

the

fund

has

two

classes

of

shares:

the

original

share

class

and

the

II

Class.

The

II

Class

shares

are

sold

through

financial

intermediaries,

which

are

compensated

for

distribution,

shareholder

servicing,

and/or

certain

administrative

services

under

a

Board-approved

Rule

12b-1

plan.

Actual

Expenses

The

first

line

of

the

following

table

(Actual)

provides

information

about

actual

account

values

and

actual

expenses.

You

may

use

the

information

on

this

line,

together

with

your

account

balance,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

on

the

first

line

under

the

heading

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

this

period.

Hypothetical

Example

for

Comparison

Purposes

The

information

on

the

second

line

of

the

table

(Hypothetical)

is

based

on

hypothetical

account

values

and

expenses

derived

from

the

fund’s

actual

expense

ratio

and

an

assumed

5%

per

year

rate

of

return

before

expenses

(not

the

fund’s

actual

return).

You

may

compare

the

ongoing

costs

of

investing

in

the

fund

with

other

funds

by

contrasting

this

5%

hypothetical

example

and

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

You

should

also

be

aware

that

the

expenses

shown

in

the

table

highlight

only

your

ongoing

costs

and

do

not

reflect

any

transaction

costs,

such

as

redemption

fees

or

sales

loads.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

To

the

extent

a

fund

charges

transaction

costs,

however,

the

total

cost

of

owning

that

fund

is

higher.

Periods

Ended

12/31/22

1

Year

5

Years

10

Years

Mid-Cap

Growth

Portfolio

-22.58‌%

7.20‌%

11.95‌%

Mid-Cap

Growth

Portfolio–II

-22.75‌

6.94‌

11.68‌

The

fund’s

performance

information

represents

only

past

performance

and

is

not

necessarily

an

indication

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

cited.

Share

price,

principal

value,

and

return

will

vary,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

For

the

most

recent

month-end

performance,

please

contact

a

T.

Rowe

Price

representative

at

1-800-469-6587

(financial

advisors,

or

customers

who

have

an

advisor,

should

call

1-800-638-8790).

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

distributions

or

the

redemption

of

shares.

Total

returns

do

not

include

charges

imposed

by

your

insurance

company's

separate

account.

If

these

had

been

included,

performance

would

have

been

lower.

This

table

shows

how

the

portfolio

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Average

annual

total

return

figures

include

changes

in

principal

value,

reinvested

dividends,

and

capital

gain

distributions.

When

assessing

performance,

investors

should

consider

both

short-

and

long-

term

returns.  

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

7

MID-CAP

GROWTH

PORTFOLIO

Beginning

Account

Value

7/1/22

Ending

Account

Value

12/31/22

Expenses

Paid

During

Period*

7/1/22

to

12/31/22

Mid-Cap

Growth

Portfolio

Actual

$1,000.00

$1,038.40

$4.32

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.97

  4.28

Mid-Cap

Growth

Portfolio

–

II

Actual

  1,000.00

  1,037.30

  5.60

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.71

  5.55

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(184),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Mid-Cap

Growth

Portfolio

was

0.84%

and

the

2

Mid-Cap

Growth

Portfolio

–

II

was

1.09%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

Financial

Highlights

8

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Mid-Cap

Growth

Portfolio

Class

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

34.47‌

$

33.47‌

$

28.88‌

$

23.70‌

$

28.25‌

Investment

activities

Net

investment

income

(loss)

(1)(2)

(0.05‌)

(0.14‌)

(0.05‌)

0.03‌

0.01‌

Net

realized

and

unrealized

gain/loss

(7.74‌)

4.98‌

6.92‌

7.36‌

(0.54‌)

Total

from

investment

activities

(7.79‌)

4.84‌

6.87‌

7.39‌

(0.53‌)

Distributions

Net

investment

income

–‌

–‌

–‌

(0.04‌)

–‌

Net

realized

gain

(0.83‌)

(3.84‌)

(2.28‌)

(2.17‌)

(4.02‌)

Total

distributions

(0.83‌)

(3.84‌)

(2.28‌)

(2.21‌)

(4.02‌)

NET

ASSET

VALUE

End

of

period

$

25.85‌

$

34.47‌

$

33.47‌

$

28.88‌

$

23.70‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(22.58‌)%

14.85‌%

23.80‌%

31.29‌%

(2.03‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/payments

by

Price

Associates

(4)

0.85‌%

0.85‌%

0.85‌%

0.85‌%

0.85‌%

Net

expenses

after

waivers/payments

by

Price

Associates

0.84‌%

0.84‌%

0.84‌%

0.84‌%

0.85‌%

Net

investment

income

(loss)

(0.18‌)%

(0.39‌)%

(0.18‌)%

0.12‌%

0.05‌%

Portfolio

turnover

rate

22.3‌%

18.8‌%

26.1‌%

22.1‌%

24.6‌%

Net

assets,

end

of

period

(in

thousands)

$

422,825‌

$

576,739‌

$

536,629‌

$

474,038‌

$

379,884‌

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

(4)

See

Note

6.

Prior

to

12/31/19,

the

gross

expense

ratios

presented

are

net

of

a

management

fee

waiver

in

effect

during

the

period,

as

applicable.

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

Financial

Highlights

9

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Mid-Cap

Growth

Portfolio

-

II

Class

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

32.32‌

$

31.63‌

$

27.41‌

$

22.58‌

$

27.11‌

Investment

activities

Net

investment

loss

(1)(2)

(0.11‌)

(0.22‌)

(0.12‌)

(0.03‌)

(0.06‌)

Net

realized

and

unrealized

gain/loss

(7.25‌)

4.70‌

6.55‌

7.00‌

(0.52‌)

Total

from

investment

activities

(7.36‌)

4.48‌

6.43‌

6.97‌

(0.58‌)

Distributions

Net

realized

gain

(0.83‌)

(3.79‌)

(2.21‌)

(2.14‌)

(3.95‌)

NET

ASSET

VALUE

End

of

period

$

24.13‌

$

32.32‌

$

31.63‌

$

27.41‌

$

22.58‌

Ratios/Supplemental

Data

Total

return

(2)(3)

(22.75‌)%

14.57‌%

23.47‌%

30.98‌%

(2.30‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/payments

by

Price

Associates

(4)

1.10‌%

1.10‌%

1.10‌%

1.10‌%

1.10‌%

Net

expenses

after

waivers/payments

by

Price

Associates

1.09‌%

1.09‌%

1.09‌%

1.09‌%

1.10‌%

Net

investment

loss

(0.44‌)%

(0.64‌)%

(0.43‌)%

(0.13‌)%

(0.20‌)%

Portfolio

turnover

rate

22.3‌%

18.8‌%

26.1‌%

22.1‌%

24.6‌%

Net

assets,

end

of

period

(in

thousands)

$

50,985‌

$

71,773‌

$

61,897‌

$

56,450‌

$

44,782‌

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

(4)

See

Note

6.

Prior

to

12/31/19,

the

gross

expense

ratios

presented

are

net

of

a

management

fee

waiver

in

effect

during

the

period,

as

applicable.

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

December

31,

2022

10

Portfolio

of

Investments

‡

Shares

$

Value

(Cost

and

value

in

$000s)

‡

COMMON

STOCKS

95.4%

COMMUNICATION

SERVICES

2.7%

Entertainment

1.4%

Liberty

Media-Liberty

Formula

One,

Class

C  (1)

81,400‌

4,866‌

Spotify

Technology  (1)

23,200‌

1,832‌

6,698‌

Interactive

Media

&

Services

0.2%

Match

Group  (1)

21,400‌

888‌

888‌

Media

1.1%

Trade

Desk,

Class

A  (1)

113,700‌

5,097‌

5,097‌

Total

Communication

Services

12,683‌

CONSUMER

DISCRETIONARY

13.4%

Auto

Components

0.1%

Mobileye

Global,

Class

A  (1)

8,474‌

297‌

297‌

Automobiles

0.2%

Rivian

Automotive,

Class

A  (1)

38,614‌

712‌

712‌

Diversified

Consumer

Services

0.6%

Bright

Horizons

Family

Solutions  (1)

29,100‌

1,836‌

Clear

Secure,

Class

A 

28,903‌

793‌

2,629‌

Hotels,

Restaurants

&

Leisure

5.1%

Chipotle

Mexican

Grill  (1)

1,700‌

2,359‌

Domino's

Pizza 

12,900‌

4,469‌

Hilton

Worldwide

Holdings 

57,800‌

7,304‌

MGM

Resorts

International 

180,831‌

6,063‌

Vail

Resorts 

9,500‌

2,264‌

Yum!

Brands 

12,900‌

1,652‌

24,111‌

Multiline

Retail

2.3%

Dollar

General 

25,100‌

6,181‌

Dollar

Tree  (1)

34,749‌

4,915‌

11,096‌

Specialty

Retail

4.8%

Bath

&

Body

Works 

69,000‌

2,908‌

Burlington

Stores  (1)

47,500‌

9,631‌

Five

Below  (1)

19,100‌

3,378‌

O'Reilly

Automotive  (1)

5,100‌

4,304‌

Ross

Stores 

22,500‌

2,612‌

22,833‌

Textiles,

Apparel

&

Luxury

Goods

0.3%

Lululemon

Athletica  (1)

3,200‌

1,025‌

On

Holding,

Class

A  (1)

25,700‌

441‌

1,466‌

Total

Consumer

Discretionary

63,144‌

Shares

$

Value

(Cost

and

value

in

$000s)

‡

CONSUMER

STAPLES

2.3%

Beverages

0.4%

Boston

Beer,

Class

A  (1)

6,235‌

2,055‌

2,055‌

Food

&

Staples

Retailing

1.0%

Casey's

General

Stores 

21,500‌

4,823‌

4,823‌

Food

Products

0.5%

TreeHouse

Foods  (1)

47,462‌

2,344‌

2,344‌

Household

Products

0.4%

Reynolds

Consumer

Products 

68,400‌

2,051‌

2,051‌

Total

Consumer

Staples

11,273‌

ENERGY

3.1%

Oil,

Gas

&

Consumable

Fuels

3.1%

Cheniere

Energy 

20,800‌

3,119‌

Coterra

Energy 

76,600‌

1,882‌

Devon

Energy 

25,890‌

1,592‌

Pioneer

Natural

Resources 

24,122‌

5,509‌

Venture

Global

LNG,

Series

B,

Acquisition

Date:

3/8/18,

Cost $60  (1)

(2)(3)

20‌

296‌

Venture

Global

LNG,

Series

C,

Acquisition

Date:

10/16/17

-

3/8/18,

Cost $512  (1)(2)(3)

139‌

2,057‌

Total

Energy

14,455‌

FINANCIALS

6.3%

Capital

Markets

4.4%

Cboe

Global

Markets 

12,100‌

1,518‌

Intercontinental

Exchange 

34,600‌

3,549‌

KKR 

112,600‌

5,227‌

MarketAxess

Holdings 

17,300‌

4,825‌

Raymond

James

Financial 

17,200‌

1,838‌

Tradeweb

Markets,

Class

A 

62,400‌

4,052‌

21,009‌

Insurance

1.9%

Assurant 

38,100‌

4,765‌

Axis

Capital

Holdings 

61,500‌

3,331‌

Kemper 

20,600‌

1,014‌

9,110‌

Total

Financials

30,119‌

HEALTH

CARE

24.8%

Biotechnology

4.7%

Alnylam

Pharmaceuticals  (1)

27,400‌

6,511‌

Apellis

Pharmaceuticals  (1)

17,264‌

893‌

Argenx,

ADR  (1)

6,019‌

2,280‌

Ascendis

Pharma,

ADR  (1)

10,300‌

1,258‌

CRISPR

Therapeutics  (1)

16,357‌

665‌

Exact

Sciences  (1)

25,000‌

1,238‌

Horizon

Therapeutics  (1)

34,700‌

3,949‌

Ionis

Pharmaceuticals  (1)

72,900‌

2,753‌

Karuna

Therapeutics  (1)

4,263‌

838‌

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

11

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Seagen  (1)

13,900‌

1,786‌

22,171‌

Health

Care

Equipment

&

Supplies

9.7%

Alcon 

54,400‌

3,729‌

Cooper 

20,500‌

6,779‌

DENTSPLY

SIRONA 

43,000‌

1,369‌

Enovis  (1)

51,224‌

2,742‌

Hologic  (1)

198,700‌

14,865‌

ICU

Medical  (1)

14,800‌

2,331‌

QuidelOrtho  (1)

34,333‌

2,941‌

Teleflex 

44,872‌

11,201‌

45,957‌

Health

Care

Providers

&

Services

1.9%

Acadia

Healthcare  (1)

68,900‌

5,672‌

agilon

health  (1)

22,974‌

371‌

Molina

Healthcare  (1)

8,700‌

2,873‌

8,916‌

Health

Care

Technology

1.4%

Doximity,

Class

A  (1)

34,100‌

1,144‌

Veeva

Systems,

Class

A  (1)

34,644‌

5,591‌

6,735‌

Life

Sciences

Tools

&

Services

6.3%

Agilent

Technologies 

79,700‌

11,927‌

Avantor  (1)

306,800‌

6,470‌

Bruker 

118,300‌

8,086‌

West

Pharmaceutical

Services 

13,945‌

3,282‌

29,765‌

Pharmaceuticals

0.8%

Catalent (1)

89,081‌

4,010‌

4,010‌

Total

Health

Care

117,554‌

INDUSTRIALS

&

BUSINESS

SERVICES

17.0%

Aerospace

&

Defense

2.8%

BWX

Technologies 

30,000‌

1,742‌

Textron 

159,600‌

11,300‌

13,042‌

Airlines

1.1%

Southwest

Airlines  (1)

155,500‌

5,236‌

5,236‌

Commercial

Services

&

Supplies

0.4%

Waste

Connections 

13,800‌

1,829‌

1,829‌

Electrical

Equipment

0.2%

Shoals

Technologies

Group,

Class

A  (1)

42,900‌

1,058‌

1,058‌

Industrial

Conglomerates

1.0%

Roper

Technologies 

11,200‌

4,839‌

4,839‌

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Machinery

5.0%

Esab 

54,052‌

2,536‌

Fortive 

103,200‌

6,631‌

IDEX 

17,300‌

3,950‌

Ingersoll

Rand 

206,000‌

10,763‌

23,880‌

Professional

Services

4.4%

CoStar

Group  (1)

63,934‌

4,941‌

Equifax 

34,600‌

6,725‌

Leidos

Holdings 

12,900‌

1,357‌

TransUnion 

60,700‌

3,445‌

Verisk

Analytics 

24,100‌

4,251‌

20,719‌

Road

&

Rail

1.6%

JB

Hunt

Transport

Services 

43,400‌

7,567‌

7,567‌

Trading

Companies

&

Distributors

0.5%

United

Rentals  (1)

6,800‌

2,417‌

2,417‌

Total

Industrials

&

Business

Services

80,587‌

INFORMATION

TECHNOLOGY

20.4%

Electronic

Equipment,

Instruments

&

Components

3.8%

Amphenol,

Class

A 

47,300‌

3,601‌

Cognex 

42,600‌

2,007‌

Corning 

42,900‌

1,370‌

Keysight

Technologies  (1)

44,600‌

7,630‌

Littelfuse 

3,600‌

793‌

National

Instruments 

68,600‌

2,531‌

17,932‌

IT

Services

1.9%

Broadridge

Financial

Solutions 

18,900‌

2,535‌

FleetCor

Technologies  (1)

30,100‌

5,529‌

MongoDB  (1)

4,300‌

846‌

8,910‌

Semiconductors

&

Semiconductor

Equipment

6.7%

KLA 

18,934‌

7,139‌

Lattice

Semiconductor  (1)

41,200‌

2,673‌

Marvell

Technology 

211,971‌

7,851‌

Microchip

Technology 

193,300‌

13,579‌

NXP

Semiconductors 

4,300‌

680‌

31,922‌

Software

8.0%

Atlassian,

Class

A  (1)

13,800‌

1,776‌

Bill.com

Holdings  (1)

12,900‌

1,406‌

Black

Knight  (1)

66,435‌

4,102‌

CCC

Intelligent

Solutions

Holdings  (1)

254,798‌

2,217‌

Confluent,

Class

A  (1)

17,200‌

382‌

Crowdstrike

Holdings,

Class

A  (1)

31,912‌

3,360‌

Fair

Isaac  (1)

7,700‌

4,609‌

Fortinet  (1)

138,100‌

6,752‌

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

12

Shares

$

Value

(Cost

and

value

in

$000s)

‡

HashiCorp,

Class

A  (1)

8,600‌

235‌

Palo

Alto

Networks  (1)

5,200‌

726‌

Paylocity

Holding  (1)

14,600‌

2,836‌

PTC  (1)

30,100‌

3,613‌

Synopsys  (1)

18,372‌

5,866‌

37,880‌

Total

Information

Technology

96,644‌

MATERIALS

5.4%

Chemicals

0.7%

RPM

International 

34,600‌

3,372‌

3,372‌

Construction

Materials

1.1%

Martin

Marietta

Materials 

14,989‌

5,066‌

5,066‌

Containers

&

Packaging

3.6%

Avery

Dennison 

32,600‌

5,901‌

Ball 

129,069‌

6,600‌

Sealed

Air 

91,900‌

4,584‌

17,085‌

Total

Materials

25,523‌

Total

Common

Stocks

(Cost

$308,790)

451,982‌

CONVERTIBLE

PREFERRED

STOCKS

0.5%

CONSUMER

DISCRETIONARY

0.1%

Internet

&

Direct

Marketing

Retail

0.1%

Maplebear

DBA

Instacart,

Series

E,

Acquisition

Date:

11/19/21,

Cost $975  (1)(2)(3)

8,106‌

393‌

Maplebear

DBA

Instacart,

Series

I,

Acquisition

Date:

2/26/21,

Cost $146  (1)(2)(3)

1,170‌

57‌

Total

Consumer

Discretionary

450‌

Shares

$

Value

(Cost

and

value

in

$000s)

‡

HEALTH

CARE

0.1%

Biotechnology

0.1%

Caris

Life

Sciences,

Series

D,

Acquisition

Date:

5/11/21,

Cost $426  (1)(2)(3)

52,622‌

346‌

Total

Health

Care

346‌

INFORMATION

TECHNOLOGY

0.1%

Software

0.1%

Databricks,

Series

H,

Acquisition

Date:

8/31/21,

Cost $302  (1)(2)(3)

4,103‌

246‌

Nuro,

Series

D,

Acquisition

Date:

10/29/21,

Cost $293  (1)(2)(3)

14,070‌

195‌

Total

Information

Technology

441‌

MATERIALS

0.2%

Chemicals

0.2%

Redwood

Materials,

Series

C,

Acquisition

Date:

5/28/21,

Cost $316  (1)(2)(3)

6,674‌

521‌

Sila

Nano,

Series

F,

Acquisition

Date:

1/7/21,

Cost $595  (1)(2)(3)

14,417‌

449‌

Total

Materials

970‌

Total

Convertible

Preferred

Stocks

(Cost

$3,053)

2,207‌

SHORT-TERM

INVESTMENTS

4.2%

Money

Market

Funds

4.2%

T.

Rowe

Price

Treasury

Reserve

Fund,

4.27%  (4)(5)

19,971,786‌

19,972‌

Total

Short-Term

Investments

(Cost

$19,972)

19,972‌

Total

Investments

in

Securities

100.1%

of

Net

Assets

(Cost

$331,815)

$

474,161‌

‡

Shares

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

Non-income

producing

(2)

See

Note

2.

Level

3

in

fair

value

hierarchy.

(3)

Security

cannot

be

offered

for

public

resale

without

first

being

registered

under

the

Securities

Act

of

1933

and

related

rules

("restricted

security").

Acquisition

date

represents

the

day

on

which

an

enforceable

right

to

acquire

such

security

is

obtained

and

is

presented

along

with

related

cost

in

the

security

description.

The

fund

may

have

registration

rights

for

certain

restricted

securities.

Any

costs

related

to

such

registration

are

generally

borne

by

the

issuer.

The

aggregate

value

of

restricted

securities

(excluding

144A

holdings)

at

period

end

amounts

to

$4,560

and

represents

1.0%

of

net

assets.

(4)

Seven-day

yield

(5)

Affiliated

Companies

ADR

American

Depositary

Receipts

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

13

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,

2022.

Net

realized

gain

(loss),

investment

income,

change

in

net

unrealized

gain/loss,

and

purchase

and

sales

cost

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

T.

Rowe

Price

Treasury

Reserve

Fund,

4.27%

$

—‌#

$

—‌

$

366‌+

Supplementary

Investment

Schedule

Affiliate

Value

12/31/21

Purchase

Cost

Sales

Cost

Value

12/31/22

T.

Rowe

Price

Treasury

Reserve

Fund,

4.27%

$

20,589‌

 ¤

  ¤

$

19,972‌^

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

+

Investment

income

comprised

$366

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

$19,972.

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

December

31,

2022

Statement

of

Assets

and

Liabilities

14

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Assets

Investments

in

securities,

at

value

(cost

$331,815)

$

474,161‌

Dividends

receivable

116‌

Receivable

for

shares

sold

20‌

Other

assets

14‌

Total

assets

474,311‌

Liabilities

Investment

management

and

administrative

fees

payable

390‌

Payable

for

shares

redeemed

101‌

Other

liabilities

10‌

Total

liabilities

501‌

NET

ASSETS

$

473,810‌

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

144,703‌

Paid-in

capital

applicable

to

18,469,062

shares

of

$0.0001

par

value

capital

stock

outstanding;

1,000,000,000

shares

of

the

Corporation

authorized

329,107‌

NET

ASSETS

$

473,810‌

NET

ASSET

VALUE

PER

SHARE

Mid-Cap

Growth

Portfolio

Class

($422,824,855

/

16,356,108

shares

outstanding)

$

25.85‌

Mid-Cap

Growth

Portfolio

-

II

Class

($50,984,808

/

2,112,954

shares

outstanding)

$

24.13‌

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

Statement

of

Operations

15

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

12/31/22

Investment

Income

(Loss)

Dividend

income

(net

of

foreign

taxes

of

$5)

$

3,341‌

....

...

...

Expenses

Investment

management

and

administrative

expense

4,336‌

Rule

12b-1

fees

-

Mid-Cap

Growth

Portfolio

-

II

Class

139‌

Waived

/

paid

by

Price

Associates

(

51‌

)

Net

expenses

4,424‌

Net

investment

loss

(

1,083‌

)

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

on

securities

11,022‌

Change

in

net

unrealized

loss

on

securities

(

155,119‌

)

Net

realized

and

unrealized

gain

/

loss

(

144,097‌

)

DECREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

(

145,180‌

)

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

Statement

of

Changes

in

Net

Assets

16

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/22

12/31/21

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

loss

$

(

1,083‌

)

$

(

2,622‌

)

Net

realized

gain

11,022‌

58,353‌

Change

in

net

unrealized

gain

/

loss

(

155,119‌

)

30,887‌

Increase

(decrease)

in

net

assets

from

operations

(

145,180‌

)

86,618‌

Distributions

to

shareholders

Net

earnings

Mid-Cap

Growth

Portfolio

Class

(

13,209‌

)

(

57,795‌

)

Mid-Cap

Growth

Portfolio

-

II

Class

(

1,702‌

)

(

7,552‌

)

Decrease

in

net

assets

from

distributions

(

14,911‌

)

(

65,347‌

)

Capital

share

transactions

*

Shares

sold

Mid-Cap

Growth

Portfolio

Class

19,382‌

22,256‌

Mid-Cap

Growth

Portfolio

-

II

Class

10,507‌

14,691‌

Distributions

reinvested

Mid-Cap

Growth

Portfolio

Class

13,209‌

57,795‌

Mid-Cap

Growth

Portfolio

-

II

Class

1,702‌

7,552‌

Shares

redeemed

Mid-Cap

Growth

Portfolio

Class

(

44,176‌

)

(

59,877‌

)

Mid-Cap

Growth

Portfolio

-

II

Class

(

15,235‌

)

(

13,702‌

)

Increase

(decrease)

in

net

assets

from

capital

share

transactions

(

14,611‌

)

28,715‌

Net

Assets

Increase

(decrease)

during

period

(

174,702‌

)

49,986‌

Beginning

of

period

648,512‌

598,526‌

End

of

period

$

473,810‌

$

648,512‌

*Share

information

(000s)

Shares

sold

Mid-Cap

Growth

Portfolio

Class

687‌

617‌

Mid-Cap

Growth

Portfolio

-

II

Class

392‌

428‌

Distributions

reinvested

Mid-Cap

Growth

Portfolio

Class

513‌

1,734‌

Mid-Cap

Growth

Portfolio

-

II

Class

71‌

242‌

Shares

redeemed

Mid-Cap

Growth

Portfolio

Class

(

1,577‌

)

(

1,653‌

)

Mid-Cap

Growth

Portfolio

-

II

Class

(

571‌

)

(

406‌

)

Increase

(decrease)

in

shares

outstanding

(

485‌

)

962‌

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

17

NOTES

TO

FINANCIAL

STATEMENTS

T.

Rowe

Price

Equity

Series,

Inc.

(the

corporation) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act).

The

Mid-

Cap

Growth

Portfolio

(the

fund)

is a

diversified,

open-end

management

investment

company

established

by

the

corporation. The

fund

seeks

to

provide

long-term

capital

appreciation

by

investing

in

mid-cap

stocks

with

potential

for

above-average

earnings

growth.

Shares

of

the

fund

currently

are

offered

only

to

insurance

company

separate

accounts

established

for

the

purpose

of

funding

variable

annuity

contracts

and

variable

life

insurance

policies.

The

fund

has

two

classes

of

shares:

the Mid-Cap

Growth

Portfolio

(Mid-Cap

Growth

Portfolio

Class)

and

the Mid-Cap

Growth

Portfolio–II

(Mid-Cap

Growth

Portfolio–II

Class). Mid-Cap

Growth

Portfolio–II

Class

shares

are

sold

through

financial

intermediaries,

which

it

compensates

for

distribution,

shareholder

servicing,

and/or

certain

administrative

services

under

a

Board-approved

Rule

12b-1

plan.

Each

class

has

exclusive

voting

rights

on

matters

related

solely

to

that

class;

separate

voting

rights

on

matters

that

relate

to

both

classes;

and,

in

all

other

respects,

the

same

rights

and

obligations

as

the

other

class.

NOTE

1

-

SIGNIFICANT

ACCOUNTING

POLICIES 

Basis

of

Preparation

 The fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

in

the

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946

(ASC

946).

The

accompanying

financial

statements

were

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP),

including,

but

not

limited

to,

ASC

946.

GAAP

requires

the

use

of

estimates

made

by

management.

Management

believes

that

estimates

and

valuations

are

appropriate;

however,

actual

results

may

differ

from

those

estimates,

and

the

valuations

reflected

in

the

accompanying

financial

statements

may

differ

from

the

value

ultimately

realized

upon

sale

or

maturity.

Investment

Transactions,

Investment

Income,

and

Distributions

Investment

transactions

are

accounted

for

on

the

trade

date

basis.

Income

and

expenses

are

recorded

on

the

accrual

basis.

Realized

gains

and

losses

are

reported

on

the

identified

cost

basis.

Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense.

Dividends

received

from

mutual

fund

investments

are

reflected

as

dividend

income;

capital

gain

distributions

are

reflected

as

realized

gain/loss.

Dividend

income

and

capital

gain

distributions

are

recorded

on

the

ex-dividend

date.

Non-cash

dividends,

if

any,

are

recorded

at

the

fair

market

value

of

the

asset

received.

Proceeds

from

litigation

payments,

if

any,

are

included

in

either

net

realized

gain

(loss)

or

change

in

net

unrealized

gain/loss

from

securities.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Income

distributions,

if

any,

are

declared

and

paid

by

each

class annually.

A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

Class

Accounting

 Investment

income,

investment

management

and

administrative

expense,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

Mid-Cap

Growth

Portfolio–II

Class

pays

Rule

12b-1

fees,

in

an

amount

not

exceeding

0.25%

of

the

class’s

average

daily

net

assets.  

Capital

Transactions

 Each

investor’s

interest

in

the

net

assets

of the

fund

is

represented

by

fund

shares. The

fund’s

net

asset

value

(NAV)

per

share

is

computed

at

the

close

of

the

New

York

Stock

Exchange

(NYSE),

normally

4

p.m.

ET,

each

day

the

NYSE

is

open

for

business.

However,

the

NAV

per

share

may

be

calculated

at

a

time

other

than

the

normal

close

of

the

NYSE

if

trading

on

the

NYSE

is

restricted,

if

the

NYSE

closes

earlier,

or

as

may

be

permitted

by

the

SEC.

Purchases

and

redemptions

of

fund

shares

are

transacted

at

the

next-computed

NAV

per

share,

after

receipt

of

the

transaction

order

by

T.

Rowe

Price

Associates,

Inc.,

or

its

agents.

New

Accounting

Guidance

 In

June

2022,

the

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2022-03,

Fair

Value

Measurement

(Topic

820)

–

Fair

Value

Measurement

of

Equity

Securities

Subject

to

Contractual

Sale

Restrictions,

which

clarifies

that

a

contractual

restriction

on

the

sale

of

an

equity

security

is

not

considered

part

of

the

unit

of

account

of

the

equity

security

and,

therefore,

is

not

considered

in

measuring

fair

value.

The

amendments

under

this

ASU

are

effective

for

fiscal

years

beginning

after

December

15,

2023;

however,

the

fund

opted

to

early

adopt,

as

permitted,

effective

December

1,

2022. Adoption

of

the

guidance

did not

have

a

material

impact

on

the fund's

financial  statements.

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.

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

18

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

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.

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.

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

19

Valuation

Inputs

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

December

31,

2022

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

NOTE

3

-

OTHER

INVESTMENT

TRANSACTIONS 

Consistent

with

its

investment

objective,

the

fund

engages

in

the

following

practices

to

manage

exposure

to

certain

risks

and/or

to

enhance

performance.

The

investment

objective,

policies,

program,

and

risk

factors

of

the

fund

are

described

more

fully

in

the

fund’s

prospectus

and

Statement

of

Additional

Information.

Restricted

Securities

 The

fund

invests

in

securities

that

are

subject

to

legal

or

contractual

restrictions

on

resale.

Prompt

sale

of

such

securities

at

an

acceptable

price

may

be

difficult

and

may

involve

substantial

delays

and

additional

costs.

Other 

Purchases

and

sales

of

portfolio

securities

other

than

short-term securities

aggregated $110,168,000 and

$140,045,000,

respectively,

for

the

year ended

December

31,

2022.

NOTE

4

-

FEDERAL

INCOME

TAXES

Generally,

no

provision

for

federal

income

taxes

is

required

since

the

fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its

taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

The fund

files

U.S.

federal,

state,

and

local

tax

returns

as

required. The

fund’s

tax

returns

are

subject

to

examination

by

the

relevant

tax

authorities

until

expiration

of

the

applicable

statute

of

limitations,

which

is

generally

three

years

after

the

filing

of

the

tax

return

but

which

can

be

extended

to

six

years

in

certain

circumstances.

Tax

returns

for

open

years

have

incorporated

no

uncertain

tax

positions

that

require

a

provision

for

income

taxes.

Capital

accounts

within

the

financial

reporting

records

are

adjusted

for

permanent

book/tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

permanent

book/tax

adjustments,

if

any,

have

no

impact

on

results

of

operations

or

net

assets.

The

permanent

book/tax

adjustments

relate

primarily

to

the

current

net

operating

loss.

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

449,629‌

$

—‌

$

2,353‌

$

451,982‌

Convertible

Preferred

Stocks

—‌

—‌

2,207‌

2,207‌

Short-Term

Investments

19,972‌

—‌

—‌

19,972‌

Total

$

469,601‌

$

—‌

$

4,560‌

$

474,161‌

($000s)

December

31,

2022

December

31,

2021

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

106‌

$

4,502‌

Long-term

capital

gain

14,805‌

60,845‌

Total

distributions

$

14,911‌

$

65,347‌

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

20

At

December

31,

2022,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were

as

follows:

At

December

31,

2022,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

Temporary

differences

between

book-basis

and

tax-basis

components

of

total

distributable

earnings

(loss)

arise

when

certain

items

of

income,

gain,

or

loss

are

recognized

in

different

periods

for

financial

statement

purposes

versus

for

tax

purposes;

these

differences

will

reverse

in

a

subsequent

reporting

period.

The

temporary

differences

relate

primarily

to

the

deferral

of

losses

from

wash

sales.

NOTE

5

-

FOREIGN  TAXES

The

fund

is

subject

to

foreign

income

taxes

imposed

by

certain

countries

in

which

it

invests.

Additionally,

capital

gains

realized

upon

disposition

of

securities

issued

in

or

by

certain

foreign

countries

are

subject

to

capital

gains

tax

imposed

by

those

countries.

All

taxes

are

computed

in

accordance

with

the

applicable

foreign

tax

law,

and,

to

the

extent

permitted,

capital

losses

are

used

to

offset

capital

gains.

Taxes

attributable

to

income

are

accrued

by

the

fund

as

a

reduction

of

income.

Current

and

deferred

tax

expense

attributable

to

capital

gains

is

reflected

as

a

component

of

realized

or

change

in

unrealized

gain/loss

on

securities

in

the

accompanying

financial

statements.

To

the

extent

that

the

fund

has

country

specific

capital

loss

carryforwards,

such

carryforwards

are

applied

against

net

unrealized

gains

when

determining

the

deferred

tax

liability.

Any

deferred

tax

liability

incurred

by

the

fund

is

included

in

either

Other

liabilities

or

Deferred

tax

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

NOTE

6

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

(Price

Group). The

investment

management

and

administrative

agreement

between

the

fund

and

Price

Associates

provides

for

an

all-

inclusive

annual

fee

equal

to

0.85%

of

the

fund’s

average

daily

net

assets.

The

fee

is

computed

daily

and

paid

monthly. The

all-inclusive

fee

covers

investment

management

services

and

ordinary,

recurring

operating

expenses

but

does

not

cover

interest

expense;

expenses

related

to

borrowing,

taxes,

and

brokerage;

or

nonrecurring,

extraordinary

expenses. Effective

July

1,

2018,

Price

Associates

has

contractually

agreed,

at

least

through

April

30,

2023

to

waive

a

portion

of

its

management

fee

in

order

to

limit

the

fund’s

management

fee

to

0.84%

of

the

fund’s

average

daily

net

assets.

Thereafter,

this

agreement

automatically

renews

for

one-year

terms

unless

terminated

or

modified

by

the

fund’s

Board.

Fees

waived

and

expenses

paid

under

this

agreement

are

not

subject

to

reimbursement

to

Price

Associates

by

the

fund. The

total

management

fees

waived

were $51,000

and

allocated

ratably

in

the

amounts

of

$45,000 and

$6,000 for

the Mid-Cap

Growth

Portfolio

Class

and Mid-Cap

Growth

Portfolio-II

Class,

respectively,

for

the

year

ended

December

31,

2022.

In

addition,

the

fund

has

entered

into

service

agreements

with

Price

Associates

and

a

wholly

owned

subsidiary

of

Price

Associates,

each

an

affiliate

of

the

fund

(collectively,

Price).

Price

Associates

provides

certain

accounting

and

administrative

services

to

the

funds.

T.

Rowe

Price

Services,

Inc.

provides

shareholder

and

administrative

services

in

its

capacity

as

the

fund’s

transfer

and

dividend-

disbursing

agent.

Pursuant

to

the

all-inclusive

fee

arrangement

under

the

investment

management

and

administrative

agreement,

expenses

incurred

by

the

funds

pursuant

to

these

service

agreements

are

paid

by

Price

Associates.

($000s)

Cost

of

investments

$

332,492‌

Unrealized

appreciation

$

164,465‌

Unrealized

depreciation

(22,796‌)

Net

unrealized

appreciation

(depreciation)

$

141,669‌

($000s)

Undistributed

long-term

capital

gain

$

3,034‌

Net

unrealized

appreciation

(depreciation)

141,669‌

Total

distributable

earnings

(loss)

$

144,703‌

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

21

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.

The

fund may

participate

in

securities

purchase

and

sale

transactions

with

other

funds

or

accounts

advised

by

Price

Associates

(cross

trades),

in

accordance

with

procedures

adopted

by the

fund’s

Board

and

Securities

and

Exchange

Commission

rules,

which

require,

among

other

things,

that

such

purchase

and

sale

cross

trades

be

effected

at

the

independent

current

market

price

of

the

security.

During

the

year ended

December

31,

2022,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

Price

Associates

has

voluntarily

agreed

to

reimburse

the

fund

from

its

own

resources

on

a

monthly

basis

for

the

cost

of

investment

research

embedded

in

the

cost

of

the

fund’s

securities

trades

and

for

the

cost

of

brokerage

commissions

embedded

in

the

cost

of

the

fund’s

foreign

currency

transactions.

These

agreements

may

be

rescinded

at

any

time.

For

the

year ended

December

31,

2022,

these

reimbursements

amounted

to

$31,000,

which

is

included

in

Net

realized

gain

(loss)

on

Securities

in

the

Statement

of

Operations.

NOTE

7

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war,

terrorism,

pandemics,

outbreaks

of

infectious

diseases,

and

similar

public

health

threats

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

the fund

invests.

Certain

events

may

cause

instability

across

global

markets,

including

reduced

liquidity

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others,

and

exacerbate

other

pre-existing

political,

social,

and

economic

risks.

Since

2020,

a

novel

strain

of

coronavirus

(COVID-19)

has

resulted

in

disruptions

to

global

business

activity

and

caused

significant

volatility

and

declines

in

global

financial

markets.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict

leading

to

economic

sanctions

being

imposed

on

Russia

and

certain

of

its

citizens,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

These

are

recent

examples

of

global

events

which

may

have

a

negative

impact

on

the

values

of

certain

portfolio

holdings

or

the

fund’s

overall

performance.

Management

is

actively

monitoring

the

risks

and

financial

impacts

arising

from

these

events.

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

22

Report

of

Independent

Registered

Public

Accounting

Firm

To

the

Board

of

Directors

of

T.

Rowe

Price

Equity

Series,

Inc.

and

Shareholders

of

T.

Rowe

Price

Mid-Cap

Growth

Portfolio

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

Portfolio

(one

of

the

portfolios

constituting

T.

Rowe

Price

Equity

Series,

Inc.,

referred

to

hereafter

as

the

"Fund")

as

of

December

31,

2022,

the

related

statement

of

operations

for

the

year

ended

December

31,

2022,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2022,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

December

31,

2022

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

December

31,

2022,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2022

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

December

31,

2022

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.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2022

by

correspondence

with

the

custodians

and

transfer

agent.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

PricewaterhouseCoopers

LLP

Baltimore,

Maryland

February

10,

2023

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

23

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 12/31/22

We

are

providing

this

information

as

required

by

the

Internal

Revenue

Code.

The

amounts

shown

may

differ

from

those

elsewhere

in

this

report

because

of

differences

between

tax

and

financial

reporting

requirements.

The

fund’s

distributions

to

shareholders

included:

$106,000 from

short-term

capital

gains 

$14,805,000 from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%

For

taxable

non-corporate

shareholders,

$2,888,000 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,

$2,737,000

of

the

fund's

income

qualifies

for

the

dividends-received

deduction.  

INFORMATION

ON

PROXY

VOTING

POLICIES,

PROCEDURES,

AND

RECORDS

A

description

of

the

policies

and

procedures

used

by

T.

Rowe

Price

funds

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

is

available

in

each

fund’s

Statement

of

Additional

Information.

You

may

request

this

document

by

calling

1-800-225-5132

or

by

accessing

the

SEC’s

website,

sec.gov.

The

description

of

our

proxy

voting

policies

and

procedures

is

also

available

on

our

corporate

website.

To

access

it,

please

visit

the

following

Web

page:

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

Scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Guidelines.”

Click

on

the

links

in

the

shaded

box.

Each

fund’s

most

recent

annual

proxy

voting

record

is

available

on

our

website

and

through

the

SEC’s

website.

To

access

it

through

T.

Rowe

Price,

visit

the

website

location

shown

above,

and

scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Records.”

Click

on

the

Proxy

Voting

Records

link

in

the

shaded

box.

HOW

TO

OBTAIN

QUARTERLY

PORTFOLIO

HOLDINGS

The

fund

files

a

complete

schedule

of

portfolio

holdings

with

the

Securities

and

Exchange

Commission

(SEC)

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

fund’s

reports

on

Form

N-PORT

are

available

electronically

on

the

SEC’s

website

(sec.gov).

In

addition,

most

T.

Rowe

Price

funds

disclose

their

first

and

third

fiscal

quarter-end

holdings

on

troweprice.com

.

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

24

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

In

accordance

with

Rule

22e-4

(Liquidity

Rule)

under

the

Investment

Company

Act

of

1940,

as

amended,

the

fund

has

established

a

liquidity

risk

management

program

(Liquidity

Program)

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk,

which

generally

represents

the

risk

that

the

fund

would

not

be

able

to

meet

redemption

requests

without

significant

dilution

of

remaining

investors’

interests

in

the

fund.

The

fund’s

Board

of

Directors

(Board)

has

appointed

the

fund’s

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser),

as

the

administrator

of

the

Liquidity

Program.

As

administrator,

the

Adviser

is

responsible

for

overseeing

the

day-to-day

operations

of

the

Liquidity

Program

and,

among

other

things,

is

responsible

for

assessing,

managing,

and

reviewing

with

the

Board

at

least

annually

the

liquidity

risk

of

each

T.

Rowe

Price

fund.

The

Adviser

has

delegated

oversight

of

the

Liquidity

Program

to

a

Liquidity

Risk

Committee

(LRC),

which

is

a

cross-

functional

committee

composed

of

personnel

from

multiple

departments

within

the

Adviser.

The

Liquidity

Program’s

principal

objectives

include

supporting

the

T.

Rowe

Price

funds’

compliance

with

limits

on

investments

in

illiquid

assets

and

mitigating

the

risk

that

the

fund

will

be

unable

to

timely

meet

its

redemption

obligations.

The

Liquidity

Program

also

includes

a

number

of

elements

that

support

the

management

and

assessment

of

liquidity

risk,

including

an

annual

assessment

of

factors

that

influence

the

fund’s

liquidity

and

the

periodic

classification

and

reclassification

of

a

fund’s

investments

into

categories

that

reflect

the

LRC’s

assessment

of

their

relative

liquidity

under

current

market

conditions.

Under

the

Liquidity

Program,

every

investment

held

by

the

fund

is

classified

at

least

monthly

into

one

of

four

liquidity

categories

based

on

estimations

of

the

investment’s

ability

to

be

sold

during

designated

time

frames

in

current

market

conditions

without

significantly

changing

the

investment’s

market

value.

As

required

by

the

Liquidity

Rule,

at

a

meeting

held

on

July

25,

2022,

the

Board

was

presented

with

an

annual

assessment

prepared

by

the

LRC,

on

behalf

of

the

Adviser,

that

addressed

the

operation

of

the

Liquidity

Program

and

assessed

its

adequacy

and

effectiveness

of

implementation,

including

any

material

changes

to

the

Liquidity

Program

and

the

determination

of

each

fund’s

Highly

Liquid

Investment

Minimum

(HLIM).

The

annual

assessment

included

consideration

of

the

following

factors,

as

applicable:

the

fund’s

investment

strategy

and

liquidity

of

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

including

whether

the

investment

strategy

is

appropriate

for

an

open-end

fund,

the

extent

to

which

the

strategy

involves

a

relatively

concentrated

portfolio

or

large

positions

in

particular

issuers,

and

the

use

of

borrowings

for

investment

purposes

and

derivatives;

short-term

and

long-term

cash

flow

projections

covering

both

normal

and

reasonably

foreseeable

stressed

conditions;

and

holdings

of

cash

and

cash

equivalents,

as

well

as

available

borrowing

arrangements.

For

the

fund

and

other

T.

Rowe

Price

funds,

the

annual

assessment

incorporated

a

report

related

to

a

fund’s

holdings,

shareholder

and

portfolio

concentration,

any

borrowings

during

the

period,

cash

flow

projections,

and

other

relevant

data

for

the

period

of

April

1,

2021,

through

March

31,

2022.

The

report

described

the

methodology

for

classifying

a

fund’s

investments

(including

any

derivative

transactions)

into

one

of

four

liquidity

categories,

as

well

as

the

percentage

of

a

fund’s

investments

assigned

to

each

category.

It

also

explained

the

methodology

for

establishing

a

fund’s

HLIM

and

noted

that

the

LRC

reviews

the

HLIM

assigned

to

each

fund

no

less

frequently

than

annually.

During

the

period

covered

by

the

annual

assessment,

the

LRC

has

concluded,

and

reported

to

the

Board,

that

the

Liquidity

Program

continues

to

operate

adequately

and

effectively

and

is

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk.

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

25

ABOUT

THE

PORTFOLIO'S

DIRECTORS

AND

OFFICERS

Your

fund

is

overseen

by

a

Board

of

Directors

(Board)

that

meets

regularly

to

review

a

wide

variety

of

matters

affecting

or

potentially

affecting

the

fund,

including

performance,

investment

programs,

compliance

matters,

advisory

fees

and

expenses,

service

providers,

and

business

and

regulatory

affairs.

The

Board

elects

the

fund’s

officers,

who

are

listed

in

the

final

table.

The

directors

who

are

also

employees

or

officers

of

T.

Rowe

Price

are

considered

to

be

“interested”

directors

as

defined

in

Section

2(a)(19)

of

the

1940

Act

because

of

their

relationships

with

T.

Rowe

Price

and

its

affiliates.

The

business

address

of

each

director

and

officer

is

100

East

Pratt

Street,

Baltimore,

Maryland

21202.

The

Statement

of

Additional

Information

includes

additional

information

about

the

fund

directors

and

is

available

without

charge

by

calling

a

T.

Rowe

Price

representative

at

1-800-638-5660.

INDEPENDENT

DIRECTORS

(a)

INTERESTED  DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Teresa

Bryce

Bazemore

(1959)

2018

[205]

President

and

Chief

Executive

Officer,

Federal

Home

Loan

Bank

of

San

Francisco

(2021

to

present);

President,

Radian

Guaranty

(2008

to

2017);

Chief

Executive

Officer,

Bazemore

Consulting

LLC

(2018

to

2021);

Director,

Chimera

Investment

Corporation

(2017

to

2021);

Director,

First

Industrial

Realty

Trust

(2020

to

present);

Director,

Federal

Home

Loan

Bank

of

Pittsburgh

(2017

to

2019)

Ronald

J.

Daniels

(b)

(1959)

2018

[0]

President,

The

Johns

Hopkins

University

and

Professor,

Political

Science

Department,

The

Johns

Hopkins

University

(2009

to

present);

Director,

Lyndhurst

Holdings

(2015

to

present);

Director,

BridgeBio

Pharma,

Inc.

(2020

to

present)

Bruce

W.

Duncan

(1951)

2013

[205]

President,

Chief

Executive

Officer,

and

Director,

CyrusOne,

Inc.

(2020

to

2021);

Chief

Executive

Officer

and

Director

(2009

to

2016),

Chair

of

the

Board

(2016

to

2020),

and

President

(2009

to

2016),

First

Industrial

Realty

Trust,

owner

and

operator

of

industrial

properties;

Chair

of

the

Board

(2005

to

2016)

and

Director

(1999

to

2016),

Starwood

Hotels

&

Resorts,

a

hotel

and

leisure

company;

Member,

Investment

Company

Institute

Board

of

Governors

(2017

to

2019);

Member,

Independent

Directors

Council

Governing

Board

(2017

to

2019);

Senior

Advisor,

KKR

(2018

to

present);

Director,

Boston

Properties

(2016

to

present);

Director,

Marriott

International,

Inc.

(2016

to

2020)

Robert

J.

Gerrard,

Jr.

(1952)

2012

[205]

Advisory

Board

Member,

Pipeline

Crisis/Winning

Strategies,

a

collaborative

working

to

improve

opportunities

for

young

African

Americans

(1997

to

2016);

Chair

of

the

Board,

all

funds

(July

2018

to

present)

Paul

F.

McBride

(1956)

2013

[205]

Advisory

Board

Member,

Vizzia

Technologies

(2015

to

present);

Board

Member,

Dunbar

Armored

(2012

to

2018)

Kellye

L.

Walker

(c)

(1966)

2021

[205]

Executive

Vice

President

and

Chief

Legal

Officer,

Eastman

Chemical

Company

(April

2020

to

present);

Executive

Vice

President

and

Chief

Legal

Officer,

Huntington

Ingalls

Industries,

Inc.

(January

2015

to

March

2020);

Director,

Lincoln

Electric

Company

(October

2020

to

present)

(a)

All

information

about

the

independent

directors

was

current

as

of

December

31,

2021,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

(b)

Effective

April

27,

2022,

Mr.

Daniels

resigned

from

his

role

as

an

independent

director

of

the

Price

Funds.

(c)

Effective

November

8,

2021,

Ms.

Walker

was

appointed

as

an

independent

director

of

the

Price

Funds.

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

David

Oestreicher

(1967)

2018

[205]

Director,

Vice

President,

and

Secretary,

T.

Rowe

Price,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.;

Director

and

Secretary,

T.

Rowe

Price

Investment

Management,

Inc.

(Price

Investment

Management);

Vice

President

and

Secretary,

T.

Rowe

Price

International

(Price

International);

Vice

President,

T.

Rowe

Price

Hong

Kong

(Price

Hong

Kong),

T.

Rowe

Price

Japan

(Price

Japan),

and

T.

Rowe

Price

Singapore

(Price

Singapore);

General

Counsel,

Vice

President,

and

Secretary,

T.

Rowe

Price

Group,

Inc.;

Chair

of

the

Board,

Chief

Executive

Officer,

President,

and

Secretary,

T.

Rowe

Price

Trust

Company;

Principal

Executive

Officer

and

Executive

Vice

President,

all

funds

Robert

W.

Sharps,

CFA,

CPA

(b)

(1971)

2017

[0]

Director

and

Vice

President,

T.

Rowe

Price;

Director,

Price

Investment

Management;

Chief

Executive

Officer

and

President,

T.

Rowe

Price

Group,

Inc.;

Vice

President,

T.

Rowe

Price

Trust

Company

Eric

L.

Veiel,

CFA

(1972)

2022

[205]

Director

and

Vice

President,

T.

Rowe

Price;

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

(a)

All

information

about

the

interested

directors

was

current

as

of

January

1,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

(b)

Effective

February

3,

2022,

Mr.

Sharps

resigned

from

his

role

as

an

interested

director

of

the

Price

Funds.

T.

ROWE

PRICE

Mid-Cap

Growth

Portfolio

26

OFFICERS

Name

(Year

of

Birth)

Position

Held

With Equity

Series 

Principal

Occupation(s) 

Ziad

Bakri,

M.D.,

CFA

(1980)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Brian

W.H.

Berghuis,

CFA

(1958)

Executive

Vice

President

Vice

President,

Price

Investment

Management,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Armando

(Dino)

Capasso

(1974)

Chief

Compliance

Officer

Chief

Compliance

Officer

and

Vice

President,

T.

Rowe

Price

and

Price

Investment

Management;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

formerly,

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

AST

Investment

Services,

Inc.

(ASTIS)

(to

2022);

Chief

Compliance

Officer,

PGIM

Retail

Funds

complex

and

Prudential

Insurance

Funds

(to

2022);

Vice

President

and

Deputy

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

ASTIS

(to

2019);

Senior

Vice

President

and

Senior

Counsel,

Pacific

Investment

Management

Company

LLC

(to

2017) 

Alan

S.

Dupski,

CPA

(1982)

Principal

Financial

Officer,

Vice

President,

and

Treasurer

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Gary

J.

Greb

(1961)

Vice

President

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

Price

International,

and

T.

Rowe

Price

Trust

Company

Paul

D.

Greene

II

(1978)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Cheryl

Hampton,

CPA

(1969)

Vice

President

Vice

President,

T.

Rowe

Price;

formerly,

Tax

Director,

Invesco

Ltd.

(to

2021);

Vice

President,

Oppenheimer

Funds,

Inc.

(to

2019)

Stephon

Jackson,

CFA

(1962)

Co-president 

Vice

President,

T.

Rowe

Price

Benjamin

Kersse,

CPA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

Paul

J.

Krug,

CPA

(1964)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

John

D.

Linehan,

CFA

(1965)

Executive

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Joshua

Nelson

(1977)

Co-president 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

Price

International,

and

T.

Rowe

Price

Trust

Company

Fran

M.

Pollack-Matz

(1961)

Vice

President

and

Secretary 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Investment

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.

Shannon

H.

Rauser

(1987)

Assistant

Secretary 

Assistant

Vice

President,

T.

Rowe

Price

Charles

M.

Shriver,

CFA

(1967)

Executive

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

Price

International,

and

T.

Rowe

Price

Trust

Company

Neil

Smith

(1972)

Executive

Vice

President

Vice

President,

Price

Hong

Kong,

Price

Japan,

Price

Singapore,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Toby

M.

Thompson,

CAIA,

CFA

(1971)

Executive

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

Price

International,

and

T.

Rowe

Price

Trust

Company

John

F.

Wakeman

(1962)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Megan

Warren

(1968)

Vice

President

OFAC

Sanctions

Compliance

Officer

and

Vice

President,

Price

Investment

Management;

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Justin

P.

White 

(1981)

Executive

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

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.

202302-2582715

E305-050

2/23

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

Not applicable.

Item 2.  Code of Ethics.

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

Item 3.  Audit Committee Financial Expert.

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

Item 4.  Principal Accountant Fees and Services.

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

	2022		2021
Audit Fees	$	21,734	$	21,172
Audit-Related Fees		-		-
Tax Fees		-		1,540
All Other Fees		-		-

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

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

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

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

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

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

Item 5.  Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

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

(b)  Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11.  Controls and Procedures.

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

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

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

Not applicable.

Item 13.  Exhibits.

(a)(1)	The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is attached.
(2)	Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
(3)	Written solicitation to repurchase securities issued by closed-end companies: not applicable.
(b)	A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

SIGNATURES

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

T. Rowe Price Equity Series, Inc.

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 10, 2023

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

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 10, 2023

By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	February 10, 2023