T.

ROWE

PRICE

Retirement

2015

Fund

February

29,

2024

(Unaudited)

1

Portfolio

of

Investments

(1)

(1)

$

Value

5/31/23

$

Purchase

Cost

$

Sales

Cost

Shares/Par

$

Value

2/29/24

(Cost

and

value

in

$000s)

BOND

MUTUAL

FUNDS

47.9%

T.

Rowe

Price

Funds:

New

Income

Fund 

567,670

333,284

82,325

98,829,958‌

782,733‌

Limited

Duration

Inflation

Focused

Bond

Fund 

510,302

291,723

71,643

155,345,900‌

713,038‌

International

Bond

Fund

(USD

Hedged) 

205,172

93,047

35,227

32,358,679‌

271,813‌

Emerging

Markets

Bond

Fund 

150,167

69,730

46,322

20,603,920‌

185,847‌

U.S.

Treasury

Long-Term

Index

Fund 

146,311

81,273

25,565

24,475,421‌

183,321‌

Dynamic

Global

Bond

Fund 

143,393

74,226

30,041

23,547,668‌

182,259‌

High

Yield

Fund 

134,341

63,299

27,334

29,829,468‌

174,801‌

Dynamic

Credit

Fund 

–

68,916

1,016

7,646,531‌

67,672‌

Floating

Rate

Fund 

61,783

23,190

21,611

7,058,159‌

65,570‌

Total

Bond

Mutual

Funds

(Cost

$2,948,398)

2,627,054‌

EQUITY

MUTUAL

FUNDS

51.3%

T.

Rowe

Price

Funds:

Growth

Stock

Fund 

342,713

96,947

123,559

4,105,924‌

396,139‌

Value

Fund 

317,022

105,404

84,843

8,887,663‌

395,501‌

Hedged

Equity

Fund 

–

252,564

3,461

24,694,368‌

281,022‌

U.S.

Large-Cap

Core

Fund 

106,783

112,392

10,202

6,630,239‌

258,646‌

Equity

Index

500

Fund 

206,830

39,385

19,687

1,884,966‌

253,132‌

Overseas

Stock

Fund 

164,746

50,926

27,443

15,777,574‌

200,060‌

International

Value

Equity

Fund 

138,954

46,023

25,461

10,893,108‌

176,359‌

International

Stock

Fund 

135,754

45,746

20,853

8,822,668‌

171,160‌

Real

Assets

Fund 

87,191

85,358

10,852

12,396,381‌

168,591‌

Mid-Cap

Growth

Fund 

73,302

30,374

9,896

971,630‌

103,741‌

Mid-Cap

Value

Fund 

70,677

28,553

16,262

2,824,271‌

92,495‌

Emerging

Markets

Discovery

Stock

Fund 

61,538

25,073

19,717

5,430,609‌

71,304‌

Small-Cap

Stock

Fund 

49,183

18,923

5,944

1,172,594‌

69,840‌

Emerging

Markets

Stock

Fund 

51,478

20,421

8,990

1,744,714‌

59,599‌

Small-Cap

Value

Fund 

42,765

16,384

6,922

1,099,240‌

56,985‌

New

Horizons

Fund (2)

31,347

11,890

2,852

758,025‌

45,330‌

U.S.

Equity

Research

Fund 

74,393

4,165

65,645

349,921‌

17,597‌

Total

Equity

Mutual

Funds

(Cost

$1,970,815)

2,817,501‌

OTHER

MUTUAL

FUNDS

0.0%

T.

Rowe

Price

Funds:

Transition

Fund 

609

118,486

118,541

5,398‌

537‌

Total

Other

Mutual

Funds

(Cost

$536)

537‌

T.

ROWE

PRICE

Retirement

2015

Fund

2

$

Value

5/31/23

$

Purchase

Cost

$

Sales

Cost

Shares/Par

$

Value

2/29/24

(Cost

and

value

in

$000s)

SHORT-TERM

INVESTMENTS

0.8%

Money

Market

Funds

0.7%

T.

Rowe

Price

U.S.

Treasury

Money

Fund,

5.40% (3)

126,936

259,424

345,469

40,891,261‌

40,891‌

U.S.

Treasury

Obligations

0.1%

U.S.

Treasury

Bills,

5.271%,

4/25/24 (4)

6,000,000‌

5,951‌

Total

Short-Term

Investments

(Cost

$46,843)

46,842‌

Total

Investments

in

Securities

100.0%

(Cost

$4,966,592)

$

5,491,934‌

Other

Assets

Less

Liabilities

(0.0)%

(2,484‌)

Net

Assets

100.0%

$

5,489,450‌

(1)

Each

underlying

Price

Fund

is

an

affiliated

company;

the

fund

is

invested

in

the Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single

class

fund.

Additional

information

about

each underlying

Price

Fund

is

available

by

calling

1-877-495-1138

and

at www.troweprice.com.

(2)

Non-income

producing

(3)

Seven-day

yield

(4)

At

February

29,

2024,

all

or

a

portion

of

this

security

is

pledged

as

collateral

and/

or

margin

deposit

to

cover

future

funding

obligations.

T.

ROWE

PRICE

Retirement

2015

Fund

3

FUTURES

CONTRACTS

($000s)

Expiration

Date

Notional

Amount

Value

and

Unrealized

Gain

(Loss)

Short,

285

S&P

500

E

-

Mini

Index

contracts

3/24

(72,728)

$

(2,656‌)

Net

payments

(receipts)

of

variation

margin

to

date

2,332‌

Variation

margin

receivable

(payable)

on

open

futures

contracts

$

(324‌)

T.

ROWE

PRICE

Retirement

2015

Fund

4

AFFILIATED

COMPANIES

($000s)

The

fund

may

invest

in

certain

securities

that

are

considered

affiliated

companies.

As

defined

by

the

1940

Act,

an

affiliated

company

is

one

in

which

the

fund

owns

5%

or

more

of

the

outstanding

voting

securities,

or

a

company

that

is

under

common

ownership

or

control.

The

following

securities

were

considered

affiliated

companies

for

all

or

some

portion

of

the

nine

months

ended

February

29,

2024.

Net

realized

gain

(loss),

investment

income,

and

change

in

net

unrealized

gain/loss

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

T.

Rowe

Price

Funds:

Dynamic

Credit

Fund 

$

(10‌)

$

(228‌)

$

1,201‌

Dynamic

Global

Bond

Fund 

(3,423‌)

(5,319‌)

—‌

Emerging

Markets

Bond

Fund 

(11,287‌)

12,272‌

6,949‌

Emerging

Markets

Discovery

Stock

Fund 

(2,474‌)

4,410‌

2,038‌

Emerging

Markets

Stock

Fund 

1,744‌

(3,310‌)

1,116‌

Equity

Index

500

Fund 

42,571‌

26,604‌

2,309‌

Floating

Rate

Fund 

(856‌)

2,208‌

3,731‌

Growth

Stock

Fund 

22,051‌

80,038‌

982‌

Hedged

Equity

Fund 

198‌

31,919‌

1,118‌

High

Yield

Fund 

(2,761‌)

4,495‌

7,163‌

International

Bond

Fund

(USD

Hedged) 

(4,220‌)

8,821‌

—‌

International

Stock

Fund 

7,787‌

10,513‌

2,190‌

International

Value

Equity

Fund 

6,395‌

16,843‌

4,423‌

Limited

Duration

Inflation

Focused

Bond

Fund 

(4,066‌)

(17,344‌)

21,680‌

Mid-Cap

Growth

Fund 

9,401‌

9,961‌

538‌

Mid-Cap

Value

Fund 

8,180‌

9,527‌

1,159‌

New

Horizons

Fund 

2,459‌

4,945‌

—‌

New

Income

Fund 

(8,650‌)

(35,896‌)

19,110‌

Overseas

Stock

Fund 

11,694‌

11,831‌

4,022‌

Real

Assets

Fund 

176‌

6,894‌

2,889‌

Small-Cap

Stock

Fund 

4,574‌

7,678‌

493‌

Small-Cap

Value

Fund 

3,328‌

4,758‌

550‌

Transition

Fund 

(794‌)

(17‌)

140‌

U.S.

Equity

Research

Fund 

3,769‌

4,684‌

277‌

U.S.

Large-Cap

Core

Fund 

559‌

49,673‌

1,612‌

U.S.

Treasury

Long-Term

Index

Fund 

(7,523‌)

(18,698‌)

3,941‌

Value

Fund 

13,930‌

57,918‌

5,440‌

U.S.

Treasury

Money

Fund,

5.40%

—‌

—‌

3,549‌

Totals

$

92,752‌#

$

285,180‌

$

98,620‌+

T.

ROWE

PRICE

Retirement

2015

Fund

5

The

accompanying

notes

are

an

integral

part

of

this

Portfolio

of

Investments.

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$23,977

of

the

net

realized

gain

(loss).

+

Investment

income

comprised

$98,620

of

income

distributions

from

underlying

Price

Funds.

T.

ROWE

PRICE

Retirement

2015

Fund

Unaudited

Notes

to

Portfolio

of

Investments

6

T.

Rowe

Price

Retirement

2015

Fund (the

fund) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act)

as

an

open-end

management

investment

company

and

follows

accounting

and

reporting

guidance

of

the

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946.

The

accompanying

Portfolio

of

Investments

was

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP).

On

February

16,

2024,

the

fund

acquired

substantially

all

of

the

assets

of

the

T.

Rowe

Price

Retirement

I

2015

Fund

in

exchange

for

I

Class

shares

of

the

fund,

pursuant

to

the

Agreement

and

Plan

of

Reorganization

dated

June

26,

2023.

For

additional

information

on

the

fund’s

significant

accounting

policies

and

investment

related

disclosures,

please

refer

to

the

fund’s

most

recent

semiannual

or

annual

shareholder

report

and

its

prospectus.

VALUATION 

Fair

Value

The

fund’s

financial

instruments

are

valued

at

the

close

of

the

New

York

Stock

Exchange

(NYSE),

normally

4

p.m.

ET,

each

day

the

NYSE

is

open

for

business.

The

fund’s

financial

instruments

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)

T.

ROWE

PRICE

Retirement

2015

Fund

7

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

the

underlying

Price

Funds

are

valued

at

their

closing

net

asset

value

per

share

on

the

day

of

valuation.

Debt

securities

generally

are

traded

in

the

over-the-counter

(OTC)

market

and

are

valued

at

prices

furnished

by

independent

pricing

services

or

by

broker

dealers

who

make

markets

in

such

securities.

When

valuing

securities,

the

independent

pricing

services

consider

the

yield

or

price

of

bonds

of

comparable

quality,

coupon,

maturity,

and

type,

as

well

as

prices

quoted

by

dealers

who

make

markets

in

such

securities.

Futures

contracts

are

valued

at

closing

settlement

prices.

T.

ROWE

PRICE

Retirement

2015

Fund

8

Valuation

Inputs

The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

February

29,

2024

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

OTHER

MATTERS 

Unpredictable

events

such

as

environmental

or

natural

disasters,

war

and

conflict,

terrorism,

geopolitical

events,

and

public

health

epidemics

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.

The

global

outbreak

of

COVID-19

and

the

related

governmental

and

public

responses

have

led

and

may

continue

to

lead

to

increased

market

volatility

and

the

potential

for

illiquidity

in

certain

classes

of

securities

and

sectors

of

the

market

either

in

specific

countries

or

worldwide.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict,

leading

to

economic

sanctions

imposed

on

Russia

that

target

certain

of

its

citizens

and

issuers

and

sectors

of

the

Russian

economy,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Bond

Mutual

Funds

$

2,627,054

$

—

$

—

$

2,627,054

Equity

Mutual

Funds

2,817,501

—

—

2,817,501

Other

Mutual

Funds

537

—

—

537

Short-Term

Investments

40,891

5,951

—

46,842

Total

$

5,485,983

$

5,951

$

—

$

5,491,934

Liabilities

Futures

Contracts*

$

2,656

$

—

$

—

$

2,656

*

The

fair

value

presented

includes

cumulative

gain

(loss)

on

open

futures

contracts;

however,

the

net

value

reflected

on

the

accompanying

Portfolio

of

Investments

is

only

the

unsettled

variation

margin

receivable

(payable)

at

that

date.

T.

ROWE

PRICE

Retirement

2015

Fund

9

In

March

2023,

the

banking

industry

experienced

heightened

volatility,

which

sparked

concerns

of

potential

broader

adverse

market

conditions.

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.

F156-054Q3

02/24