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: 811-08279

T. Rowe Price Reserve Investment Funds, 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: June 30, 2023

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Market

Commentary

Fund

Expense

Example

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

June

30,

2023

Semiannual

Report

T.

ROWE

PRICE

Transition

Fund

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

Transition

Fund

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

Transition

Fund

Market

Commentary

1

Dear

Shareholder

Most

major

global

stock

and

bond

indexes

produced

positive

returns

during

the

first

half

of

your

fund’s

fiscal

year,

the

six-month

period

ended

June

30,

2023.

Despite

turmoil

in

the

banking

sector

and

a

protracted

debt

ceiling

standoff,

markets

were

resilient

as

growth

remained

positive

in

the

major

economies

and

corporate

earnings

results

came

in

stronger

than

expected.

For

the

six-month

period,

the

technology-oriented

Nasdaq

Composite

Index

gained

more

than

30%,

the

strongest

result

of

the

major

benchmarks,

as

tech

companies

benefited

from

investor

enthusiasm

for

artificial

intelligence

applications.

Growth

stocks

outperformed

value

shares,

and

developed

market

stocks

generally

outpaced

their

emerging

market

counterparts.

Currency

movements

were

mixed

over

the

period,

although

a

weaker

dollar

versus

major

European

currencies

was

beneficial

for

U.S.

investors

in

European

securities.

Within

the

S&P

500

Index,

the

information

technology,

communication

services,

and

consumer

discretionary

sectors

were

all

lifted

by

the

tech

rally

and

recorded

significant

gains.

Conversely,

the

defensive

utilities

sector

had

the

weakest

returns

in

the

growth-focused

environment,

and

the

energy

sector

also

lost

ground

amid

declining

oil

prices.

The

financials

sector

partly

recovered

from

the

failure

of

three

large

regional

banks

during

the

period

but

still

finished

with

modest

losses.

Cheaper

oil

contributed

to

slowing

inflation,

although

core

inflation

readings—

which

exclude

volatile

food

and

energy

prices—remained

stubbornly

high.

In

response,

the

Federal

Reserve

raised

its

short-term

lending

benchmark

rate

to

a

target

range

of

5.00%

to

5.25%

by

early

May,

the

highest

level

since

2007.

The

Fed

held

rates

steady

at

its

June

meeting,

but

policymakers

indicated

that

two

more

rate

hikes

could

come

by

the

end

of

the

year.

In

the

fixed

income

market,

returns

were

generally

positive

across

most

sectors

as

investors

benefited

from

the

higher

interest

rates

that

have

become

available

over

the

past

year.

Investment-grade

corporate

bonds

were

supported

by

generally

solid

balance

sheets

and

were

among

the

strongest

performers.

Global

economies

and

markets

showed

surprising

resilience

in

recent

months,

but,

moving

into

the

second

half

of

2023,

we

believe

investors

could

face

potential

challenges.

The

impact

of

the

Fed’s

rate

hikes

has

yet

to

be

fully

felt

in

the

economy,

and

while

the

regional

banking

turmoil

appears

to

have

been

contained

by

the

swift

actions

of

regulators,

it

could

weigh

on

credit

conditions.

Moreover,

market

consensus

still

seems

to

point

to

a

coming

recession,

although

hopes

have

emerged

that

such

a

downturn

could

be

more

modest.

T.

ROWE

PRICE

Transition

Fund

2

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.

You

may

notice

that

this

report

no

longer

contains

the

commentary

on

your

fund’s

performance

and

positioning

that

we

previously

included

in

the

semiannual

shareholder

letters.

The

Securities

and

Exchange

Commission

(SEC)

adopted

new

rules

in

January

that

will

require

fund

reports

to

transition

to

a

new

format

known

as

a

Tailored

Shareholder

Report.

This

change

will

require

a

much

more

concise

summary

of

performance

rather

than

the

level

of

detail

we

have

provided

historically

while

also

aiming

to

be

more

visually

engaging.

As

we

prepare

to

make

changes

to

the

annual

reports

to

meet

the

new

report

regulatory

requirements

by

mid-2024,

we

felt

the

time

was

right

to

discontinue

the

optional

six-month

semiannual

fund

letter

to

focus

on

the

changes

to

come.

While

semiannual

fund

letters

will

no

longer

be

produced,

you

may

continue

to

access

current

fund

information

as

well

as

insights

and

perspectives

from

our

investment

team

on

our

personal

investing

website.

Thank

you

for

your

continued

confidence

in

T.

Rowe

Price.

Sincerely, 

Robert

Sharps

CEO

and

President

T.

ROWE

PRICE

Transition

Fund

3

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.

Actual

Expenses

The

first

line

of

the

following

table

(Actual)

provides

information

about

actual

account

values

and

expenses

based

on

the

fund’s

actual

returns.

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.

Note:

T.

Rowe

Price

charges

an

annual

account

service

fee

of

$20,

generally

for

accounts

with

less

than

$10,000.

The

fee

is

waived

for

any

investor

whose

T.

Rowe

Price

mutual

fund

accounts

total

$50,000

or

more;

accounts

electing

to

receive

electronic

delivery

of

account

statements,

transaction

confirmations,

prospectuses,

and

shareholder

reports;

or

accounts

of

an

investor

who

is

a

T.

Rowe

Price

Personal

Services

or

Enhanced

Personal

Services

client

(enrollment

in

these

programs

generally

requires

T.

Rowe

Price

assets

of

at

least

$250,000).

This

fee

is

not

included

in

the

accompanying

table.

If

you

are

subject

to

the

fee,

keep

it

in

mind

when

you

are

estimating

the

ongoing

expenses

of

investing

in

the

fund

and

when

comparing

the

expenses

of

this

fund

with

other

funds.

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.

T.

ROWE

PRICE

Transition

Fund

4

TRANSITION

FUND

Beginning

Account

Value

1/1/23

Ending

Account

Value

6/30/23

Expenses

Paid

During

Period*

1/1/23

to

6/30/23

Actual

$1,000.00

$1,009.70

$0.00

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,024.79

  0.00

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period

(0.00%),

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(181),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Transition

Fund

(Unaudited)

Financial

Highlights

5

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

(1)

6

Months

.

Ended

6/30/23

.

.

Year

Ended

12/31/22

3/19/21

(1)

Through

12/31/21

NET

ASSET

VALUE

Beginning

of

period

$

100.33‌

$

100.40‌

$

100.00‌

Investment

activities

Net

investment

income

(2)(3)

1.87‌

1.26‌

0.23‌

Net

realized

and

unrealized

gain/loss

(0.90‌)

0.95‌

0.27‌

Total

from

investment

activities

0.97‌

(4)

2.21‌

0.50‌

Distributions

Net

investment

income

(0.41‌)

(0.14‌)

(0.10‌)

Net

realized

gain

—‌

(0.83‌)

—‌

Tax

return

of

capital

—‌

(1.31‌)

—‌

Total

distributions

(0.41‌)

(2.28‌)

(0.10‌)

NET

ASSET

VALUE

End

of

period

$

100.89‌

$

100.33‌

$

100.40‌

Ratios/Supplemental

Data

Total

return

(3)(5)

0.97‌%

2.23‌%

0.51‌%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

0.00‌%

(6)

0.00‌%

0.00‌%

(6)

Net

expenses

after

waivers/payments

by

Price

Associates

0.00‌%

(6)

0.00‌%

0.00‌%

(6)

Net

investment

income

3.73‌%

(6)

1.26‌%

0.29‌%

(6)

Net

assets,

end

of

period

(in

thousands)

$20,648

$21,298

$20,257

0‌%

0‌%

0‌%

(1)

Inception

date

(2)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(3)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(4)

The

amount

presented

is

inconsistent

with

the

fund's

results

of

operations

because

of

the

timing

of

redemptions

of

fund

shares

in

relation

to

fluctuating

market

values

for

the

investment

portfolio.

(5)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(6)

Annualized

T.

ROWE

PRICE

Transition

Fund

June

30,

2023

(Unaudited)

6

Portfolio

of

Investments

‡

Shares

$

Value

(Cost

and

value

in

$000s)

‡

SHORT-TERM

INVESTMENTS

100.0%

Money

Market

Funds

100.0%

T.

Rowe

Price

U.S.

Treasury

Money

Fund,

Class

Z,

5.11%  (1)(2)

20,637,718‌

20,638‌

Total

Short-Term

Investments

(Cost

$20,638)

20,638‌

Total

Investments

in

Securities

100.0%

of

Net

Assets

(Cost

$20,638)

$

20,638‌

‡

Shares

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

Seven-day

yield

(2)

Affiliated

Companies

T.

ROWE

PRICE

Transition

Fund

7

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

six

months

ended

June

30,

2023.

Net

realized

gain

(loss),

investment

income,

change

in

net

unrealized

gain/loss,

and

purchase

and

sales

cost

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

T.

Rowe

Price

U.S.

Treasury

Money

Fund,

Class

Z,

5.11%

$

—‌#

$

—‌

$

1,964‌+

Supplementary

Investment

Schedule

Affiliate

Value

12/31/22

Purchase

Cost

Sales

Cost

Value

06/30/23

T.

Rowe

Price

U.S.

Treasury

Money

Fund,

Class

Z,

5.11%

$

21,295‌

 ¤

  ¤

$

20,638‌^

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

+

Investment

income

comprised

$1,964

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

$20,638.

T.

ROWE

PRICE

Transition

Fund

June

30,

2023

(Unaudited)

Statement

of

Assets

and

Liabilities

8

($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

$20,638)

$

20,638‌

Foreign

currency

(cost

$2)

2‌

Dividends

receivable

2‌

Cash

1‌

Other

assets

5‌

Total

assets

20,648‌

NET

ASSETS

$

20,648‌

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

(11,160‌)

Paid-in

capital

applicable

to

204,659

shares

of

$0.0001

par

value

capital

stock

outstanding;

100,000,000,000

shares

of

the

Corporation

authorized

31,808‌

NET

ASSETS

$

20,648‌

NET

ASSET

VALUE

PER

SHARE

$

100.89‌

T.

ROWE

PRICE

Transition

Fund

(Unaudited)

Statement

of

Operations

9

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

6

Months

Ended

6/30/23

Investment

Income

(Loss)

Dividend

income

(net

of

foreign

taxes

of

$1)

$

2,021‌

Net

investment

income

2,021‌

Realized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

(

11,089‌

)

Foreign

currency

transactions

2‌

Net

realized

loss

(

11,087‌

)

DECREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

(

9,066‌

)

T.

ROWE

PRICE

Transition

Fund

(Unaudited)

Statement

of

Changes

in

Net

Assets

10

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

6

Months

Ended

6/30/23

Year

Ended

12/31/22

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

2,021‌

$

3,366‌

Net

realized

gain

(loss)

(

11,087‌

)

5,287‌

Increase

(decrease)

in

net

assets

from

operations

(

9,066‌

)

8,653‌

Distributions

to

shareholders

Net

earnings

(

2,094‌

)

(

10,117‌

)

Tax

return

of

capital

–‌

(

13,612‌

)

Decrease

in

net

assets

from

distributions

(

2,094‌

)

(

23,729‌

)

Capital

share

transactions

*

Shares

sold

1,500,000‌

8,524,272‌

Distributions

reinvested

2,094‌

23,729‌

Shares

redeemed

(

1,491,584‌

)

(

8,531,884‌

)

Increase

in

net

assets

from

capital

share

transactions

10,510‌

16,117‌

Net

Assets

Increase

(decrease)

during

period

(

650‌

)

1,041‌

Beginning

of

period

21,298‌

20,257‌

End

of

period

$

20,648‌

$

21,298‌

*Share

information

(000s)

Shares

sold

14,697‌

85,471‌

Distributions

reinvested

21‌

238‌

Shares

redeemed

(

14,725‌

)

(

85,699‌

)

Increase

(decrease)

in

shares

outstanding

(

7‌

)

10‌

T.

ROWE

PRICE

Transition

Fund

Unaudited

NOTES

TO

FINANCIAL

STATEMENTS

11

T.

Rowe

Price

Reserve

Investment

Funds,

Inc.

(the

corporation) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act).

The

Transition

Fund

(the

fund)

is a

nondiversified, open-end

management

investment

company

established

by

the

corporation. The

fund's

primary

investment

objective

is

to

seek

the

orderly

transition

of

securities

and

other

financial

instruments

it

receives

in

connection

with

a

portfolio

transition.

When

the

fund

is

not

actively

being

used

to

facilitate

a

portfolio

transition,

the

fund

will

seek

to

preserve

principal

value.

The

fund

is

available

for

investment

only

to

certain

T.

Rowe

Price

products

managed

by

T.

Rowe

Price

Associates,

Inc.,

and

is

not

available

for

direct

purchase

by

members

of

the

public.

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 other

investment

companies are

reflected

as

dividend

income;

capital

gain

distributions

are

reflected

as

realized

gain/

loss.

Dividend

income and

capital

gain

distributions

are

recorded

on

the

ex-dividend

date.

Non-cash

dividends,

if

any,

are

recorded

at

the

fair

market

value

of

the

asset

received.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Income

distributions,

if

any,

are

declared

and

paid annually.

Additional

declarations

and

payments

may

be

made

as

determined

by

the

fund,

especially

in

connection

with

portfolio

transitions.

A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

T.

ROWE

PRICE

Transition

Fund

12

Currency

Translation

 Assets,

including

investments,

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollar

values

each

day

at

the

prevailing

exchange

rate,

using

the

mean

of

the

bid

and

asked

prices

of

such

currencies

against

U.S.

dollars

as

provided

by

an

outside

pricing

service.

Purchases

and

sales

of

securities,

income,

and

expenses

are

translated

into

U.S.

dollars

at

the

prevailing

exchange

rate

on

the

respective

date

of

such

transaction.

The

effect

of

changes

in

foreign

currency

exchange

rates

on

realized

and

unrealized

security

gains

and

losses

is

not

bifurcated

from

the

portion

attributable

to

changes

in

market

prices.

In-Kind

Subscriptions

 Under

certain

circumstances,

and

when

considered

to

be

in

the

best

interest

of

all

shareholders,

the

fund

may

accept

portfolio

securities

rather

than

cash

as

payment

for

the

purchase

of

fund

shares

(in-kind

subscription).

For

financial

reporting

and

tax

purposes,

the

cost

basis

of

contributed

securities

is

equal

to

the

market

value

of

the

securities

on

the

date

of

contribution.

In-kind

subscriptions

result

in

no

gain

or

loss

and

no

tax

consequences

for

the

fund.

During

the

six

months ended

June

30,

2023,

the

fund

accepted

$1,477,321,000

of

in-kind

subscriptions,

all

of

which

were

from

other

T.

Rowe

Price

funds.

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.

Indemnification

 In

the

normal

course

of

business, the

fund

may

provide

indemnification

in

connection

with

its

officers

and

directors,

service

providers,

and/or

private

company

investments. The

fund’s

maximum

exposure

under

these

arrangements

is

unknown;

however,

the

risk

of

material

loss

is

currently

considered

to

be

remote.

NOTE

2

-

VALUATION 

Fair

Value

  The

fund’s

financial

instruments

are

valued

at

the

close

of

the

NYSE

and

are

reported

at

fair

value,

which

GAAP

defines

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date. The fund’s

Board

of

Directors

(the

Board)

has

designated

T.

Rowe

Price

Associates,

Inc.

as

the

fund’s

valuation

designee

(Valuation

Designee).

Subject

to

oversight

by

the

Board,

the

Valuation

Designee

performs

the

following

T.

ROWE

PRICE

Transition

Fund

13

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 

 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

T.

ROWE

PRICE

Transition

Fund

14

investments

for

which

market

quotations

are

not

readily

available

or

deemed

unreliable,

including

the

use

of

other

pricing

sources.

Factors

used

in

determining

fair

value

vary

by

type

of

investment

and

may

include

market

or

investment

specific

considerations.

The

Valuation

Designee typically

will

afford

greatest

weight

to

actual

prices

in

arm’s

length

transactions,

to

the

extent

they

represent

orderly

transactions

between

market

participants,

transaction

information

can

be

reliably

obtained,

and

prices

are

deemed

representative

of

fair

value.

However,

the

Valuation

Designee may

also

consider

other

valuation

methods

such

as

market-based

valuation

multiples;

a

discount

or

premium

from

market

value

of

a

similar,

freely

traded

security

of

the

same

issuer;

discounted

cash

flows;

yield

to

maturity;

or

some

combination.

Fair

value

determinations

are

reviewed

on

a

regular

basis.

Because

any

fair

value

determination

involves

a

significant

amount

of

judgment,

there

is

a

degree

of

subjectivity

inherent

in

such

pricing

decisions. Fair

value

prices

determined

by

the

Valuation

Designee could

differ

from

those

of

other

market

participants,

and

it

is

possible

that

the

fair

value

determined

for

a

security

may

be

materially

different

from

the

value

that

could

be

realized

upon

the

sale

of

that

security.

Valuation

Inputs

  On

June

30,

2023,

all

of

the

fund’s

financial

instruments

were

classified

as

Level

1,

based

on

the

inputs

used

to

determine

their

fair

values.

NOTE

3

-

OTHER

INVESTMENT

TRANSACTIONS 

Purchases

and

sales

of

portfolio

securities

other

than

short-term securities

aggregated $1,477,321,000 and

$1,466,232,000,

respectively,

for

the

six

months ended

June

30,

2023.

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.

Financial

reporting

records

are

adjusted

for

permanent

book/

tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

amount

and

character

of

tax-basis

distributions

and

composition

of

net

assets

are

finalized

at

fiscal

year-end;

accordingly,

tax-basis

balances

have

not

been

determined

as

of

the

date

of

this

report.

T.

ROWE

PRICE

Transition

Fund

15

At

June

30,

2023,

the

cost

of

investments

(including

derivatives,

if

any)

for

federal

income

tax

purposes

was  $20,638,000.

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

Price

Associates,

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

Price

Associates,

directly

or

through

sub-advisory

agreements

with

its

wholly

owned

subsidiaries,

also

provides

investment

management

services

to

all

shareholders

of

the

fund.

The

fund

pays

no

investment

management

fee,

and

Price

Associates

waives

and/or

pays

all

of

the

fund’s

ordinary,

recurring

operating

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

and

nonrecurring,

extraordinary

expenses).

Expenses

of

the

fund

paid

by

the

manager

are

not

subject

to

later

repayment

by

the

fund.

Price

Associates

also

receives

management

fees

from

the

mutual

funds

invested

in

the

fund.

Certain

officers

and

directors

of

the

fund

are

also

officers

and

directors

of

Price

Associates

and

its

subsidiaries

and

of

other

T.

Rowe

Price

sponsored

funds

invested

in

the

fund.

Additionally,

the

fund

is

one

of

several

mutual

funds

in

which

certain

college

savings

plans

managed

by

Price

Associates invests.

As

approved

by

the

fund’s

Board

of

Directors,

shareholder

servicing

costs

associated

with

each

college

savings

plan

are

allocated

to

the

fund

in

proportion

to

the

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Shareholder

servicing

costs

allocated

to

the

fund

are

borne

by

Price

Associates,

pursuant

to

the

fund’s management agreement.

At

June

30,

2023,

no

shares

of

the

fund

were

held

by

college

savings

plans.

T.

ROWE

PRICE

Transition

Fund

16

Mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

(collectively,

Price

Funds

and

accounts)

may

invest

in

the

fund.

No

Price

fund

or

account

may

invest

for

the

purpose

of

exercising

management

or

control

over

the

fund.

At

June

30,

2023,

approximately

100%

of

the

fund's

outstanding

shares

were

held

by

Price

Funds

and

accounts.

When

the

fund

is

not

actively

being

used

to

facilitate

a

portfolio

transition,

the

fund

may

invest

up

to

100%

of

its

assets

in

money

market

funds,

including

the

Z

Class

shares

of

the

T.

Rowe

Price

U.S.

Treasury

Money

Market

Fund,

an

open-end

management

investment

company

organized

as

a

money

market

fund,

managed

by

Price

Associates,

and

considered

an

affiliate

of

the

fund.

Price

Associates

is

contractually

obligated

to

waive

and/or

bear

all

of

the

Z

Class’s

expenses,

other

than

interest;

expenses

related

to

borrowings,

taxes

and

brokerage;

nonrecurring,

extraordinary

expenses;

and

acquired

fund

fees

and  expenses.

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

six

months

ended

June

30,

2023,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

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.

T.

ROWE

PRICE

Transition

Fund

17

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict

leading

to

economic

sanctions

being

imposed

on

Russia

and

certain

of

its

citizens,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

In

March

2023,

the

collapse

of

some

US

regional

and

global

banks

as

well

as

overall

concerns

around

the

soundness

and

stability

of

the

global

banking

sector

has

sparked

concerns

of

a

broader

financial

crisis

impacting

the

overall

global

banking

sector.

In

certain

cases,

government

agencies

have

assumed

control

or

otherwise

intervened

in

the

operations

of

certain

banks

due

to

liquidity

and

solvency

concerns.

The

extent

of

impact

of

these

events

on

the

US

and

global

markets

is

highly

uncertain.

These

are

recent

examples

of

global

events

which

may

have

a

negative

impact

on

the

values

of

certain

portfolio

holdings

or

the

fund’s

overall

performance.

Management

is

actively

monitoring

the

risks

and

financial

impacts

arising

from

these

events.

T.

ROWE

PRICE

Transition

Fund

18

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.

RESULTS

OF

PROXY

VOTING

A

Special

Meeting

of

Shareholders

was

held

on

July

24,

2023

for

shareholders

of

record

on

April

7,

2023,

to

elect

the

following

director-nominees

to

serve

on

the

Board

of

all

Price

Funds.

The

newly

elected

Directors

took

office

effective

July

24,

2023.

The

results

of

the

voting

were

as

follows:

Teresa

Bryce

Bazemore,

Bruce

W.

Duncan,

Robert

J.

Gerrard,

Jr.,

Paul

F.

McBride

and

David

Oestreicher

continue

to

serve

as

Directors

on

the

Board

of

all

Price

Funds.

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

.

Votes

For

Votes

Withheld

Melody

Bianchetto

9,433,228,426

1,213,087

Mark

J.

Parrell

9,434,441,514

–

Kellye

L.

Walker

9,434,441,514

–

Eric

L.

Veiel

9,434,441,514

–

T.

ROWE

PRICE

Transition

Fund

19

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

Each

year,

the

fund’s

Board

of

Directors

(Board)

considers

the

continuation

of

the

investment

management

agreement

(Advisory

Contract)

between

the

fund

and

its

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser).

In

that

regard,

at

a

meeting

held

on

March

6–7,

2023

(Meeting),

the

Board,

including

all

of

the

fund’s

independent

directors,

approved

the

continuation

of

the

fund’s

Advisory

Contract.

At

the

Meeting,

the

Board

considered

the

factors

and

reached

the

conclusions

described

below

relating

to

the

selection

of

the

Adviser

and

the

approval

of

the

Advisory

Contract.

The

independent

directors

were

assisted

in

their

evaluation

of

the

Advisory

Contract

by

independent

legal

counsel

from

whom

they

received

separate

legal

advice

and

with

whom

they

met

separately.

In

providing

information

to

the

Board,

the

Adviser

was

guided

by

a

detailed

set

of

requests

for

information

submitted

by

independent

legal

counsel

on

behalf

of

the

independent

directors.

In

considering

and

approving

the

continuation

of

the

Advisory

Contract,

the

Board

considered

the

information

it

believed

was

relevant,

including,

but

not

limited

to,

the

information

discussed

below.

The

Board

considered

not

only

the

specific

information

presented

in

connection

with

the

Meeting

but

also

the

knowledge

gained

over

time

through

interaction

with

the

Adviser

about

various

topics.

The

Board

meets

regularly

and,

at

each

of

its

meetings,

covers

an

extensive

agenda

of

topics

and

materials

and

considers

factors

that

are

relevant

to

its

annual

consideration

of

the

renewal

of

the

T.

Rowe

Price

funds’

advisory

contracts,

including

performance

and

the

services

and

support

provided

to

the

funds

and

their

shareholders.

Services

Provided

by

the

Adviser

The

Board

considered

the

nature,

quality,

and

extent

of

the

services

provided

to

the

fund

by

the

Adviser.

These

services

included,

but

were

not

limited

to,

directing

the

fund’s

investments

in

accordance

with

its

investment

program

and

the

overall

management

of

the

fund’s

portfolio,

as

well

as

a

variety

of

related

activities

such

as

financial,

investment

operations,

and

administrative

services;

compliance;

maintaining

the

fund’s

records

and

registrations;

and

shareholder

communications.

The

Board

also

reviewed

the

background

and

experience

of

the

Adviser’s

senior

management

team

and

investment

personnel

involved

in

the

management

of

the

fund,

as

well

as

the

Adviser’s

compliance

record.

The

Board

concluded

that

the

information

it

considered

with

respect

to

the

nature,

quality,

and

extent

of

the

services

provided

by

the

Adviser,

as

well

as

the

other

factors

considered

at

the

Meeting,

supported

the

Board’s

approval

of

the

continuation

of

the

Advisory

Contract.

Investment

Performance

of

the

Fund

The

Board

took

into

account

discussions

with

the

Adviser

and

detailed

reports

that

it

regularly

receives

throughout

the

year

on

relative

and

absolute

performance

for

the

T.

Rowe

Price

funds.

The

Board

did

not

specifically

review

the

fund’s

performance

at

the

Meeting

because

the

fund

is

not

publicly

available

and

is

only

used

for

portfolio

transitions

involving

T.

Rowe

Price

mutual

funds,

collective

investment

trusts,

and

Section

529

college

savings

plans.

T.

ROWE

PRICE

Transition

Fund

20

Costs,

Benefits,

Profits,

and

Economies

of

Scale

The

Adviser

does

not

receive

management

fees

from

the

fund.

Accordingly,

the

Board

did

not

review

information

relating

to

revenues

received

by

the

Adviser

under

the

Advisory

Contract.

The

Board

did

review

information

regarding

direct

and

indirect

benefits

that

the

Adviser

(and

its

affiliates)

may

have

realized

from

its

relationship

with

the

fund

or

other

T.

Rowe

Price

funds

that

invest

in

the

fund.

In

considering

soft-dollar

arrangements

pursuant

to

which

research

may

be

received

from

broker-dealers

that

execute

the

fund’s

portfolio

transactions,

the

Board

noted

that

the

Adviser

bears

the

cost

of

research

services

for

all

client

accounts

that

it

advises,

including

the

T.

Rowe

Price

funds.

The

Board

also

received

information

on

the

estimated

costs

incurred

and

profits

realized

by

the

Adviser

and

its

affiliates

from

advising

T.

Rowe

Price

funds

and

concluded

that

the

Adviser’s

profits

were

reasonable.

Because

the

fund

does

not

charge

management

fees

and

is

only

available

for

purchase

by

the

Adviser

and

its

affiliated

investment

advisers

to

facilitate

efficient

portfolio

transitions

on

behalf

of

T.

Rowe

Price

mutual

funds,

collective

investment

trusts

and

Section

529

college

savings

plans,

the

Board

did

not

review

fees

and

expenses

of

other

comparable

funds

or

of

institutional

accounts

of

the

Adviser

and

its

affiliates.

Approval

of

the

Advisory

Contract

As

noted,

the

Board

approved

the

continuation

of

the

Advisory

Contract.

No

single

factor

was

considered

in

isolation

or

to

be

determinative

to

the

decision.

Rather,

the

Board

concluded,

in

light

of

a

weighting

and

balancing

of

all

factors

considered,

that

it

was

in

the

best

interests

of

the

fund

and

its

shareholders

for

the

Board

to

approve

the

continuation

of

the

Advisory

Contract.

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

(continued)

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.

F1398-051

8/23

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

Not applicable.

Item 2. Code of Ethics.

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 is filed as an exhibit to the registrant’s annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant’s most recent fiscal half-year.

Item 3. Audit Committee Financial Expert.

Disclosure required in registrant’s annual Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Disclosure required in registrant’s annual Form N-CSR.

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 filed with the registrant’s annual Form N-CSR.
(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 Reserve Investment Funds, Inc.

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	August 18, 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	August 18, 2023

By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	August 18, 2023