T.

ROWE

PRICE

Retirement

2045

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

2.6%

T.

Rowe

Price

Funds:

New

Income

Fund 

75,497

123,093

14,894

22,219,895‌

175,982‌

U.S.

Treasury

Long-Term

Index

Fund 

56,807

91,437

8,123

16,464,749‌

123,321‌

International

Bond

Fund

(USD

Hedged) 

26,381

31,488

4,071

6,418,244‌

53,913‌

Dynamic

Global

Bond

Fund 

16,424

24,263

3,255

4,616,676‌

35,733‌

Limited

Duration

Inflation

Focused

Bond

Fund 

240

25,818

110

5,654,659‌

25,955‌

Total

Bond

Mutual

Funds

(Cost

$474,895)

414,904‌

EQUITY

MUTUAL

FUNDS

96.7%

T.

Rowe

Price

Funds:

Growth

Stock

Fund 

1,185,947

1,015,155

195,746

25,950,504‌

2,503,705‌

Value

Fund 

1,080,304

1,139,178

125,751

54,932,900‌

2,444,514‌

Equity

Index

500

Fund 

725,643

635,512

92,047

12,185,579‌

1,636,401‌

U.S.

Large-Cap

Core

Fund 

384,659

972,689

18,193

41,582,118‌

1,622,118‌

Overseas

Stock

Fund 

576,976

604,439

53,113

97,034,372‌

1,230,396‌

International

Value

Equity

Fund 

492,657

526,268

50,953

66,326,019‌

1,073,818‌

International

Stock

Fund 

479,866

538,439

47,775

53,425,518‌

1,036,455‌

Real

Assets

Fund 

312,577

643,205

23,574

69,449,791‌

944,517‌

Mid-Cap

Growth

Fund 

263,330

327,513

30,745

5,822,824‌

621,703‌

Mid-Cap

Value

Fund 

238,496

283,730

26,179

16,957,403‌

555,355‌

Emerging

Markets

Discovery

Stock

Fund 

212,069

261,124

28,298

33,371,042‌

438,162‌

Small-Cap

Stock

Fund 

177,743

200,775

19,275

6,695,728‌

398,798‌

Emerging

Markets

Stock

Fund 

181,881

222,944

19,952

10,325,163‌

352,708‌

Small-Cap

Value

Fund 

143,016

180,209

14,020

6,409,354‌

332,261‌

New

Horizons

Fund (2)

114,434

135,631

11,862

4,361,202‌

260,800‌

U.S.

Equity

Research

Fund 

256,569

41,446

222,160

2,119,178‌

106,573‌

Total

Equity

Mutual

Funds

(Cost

$12,322,453)

15,558,284‌

OTHER

MUTUAL

FUNDS

0.0%

T.

Rowe

Price

Funds:

Transition

Fund 

1,177

220,199

219,318

20,415‌

2,031‌

Total

Other

Mutual

Funds

(Cost

$2,025)

2,031‌

SHORT-TERM

INVESTMENTS

0.7%

Money

Market

Funds

0.7%

T.

Rowe

Price

U.S.

Treasury

Money

Fund,

5.40% (3)

198,269

416,895

507,738

107,425,762‌

107,426‌

T.

ROWE

PRICE

Retirement

2045

Fund

2

$

Value

5/31/23

$

Purchase

Cost

$

Sales

Cost

Shares/Par

$

Value

2/29/24

(Cost

and

value

in

$000s)

SHORT-TERM

INVESTMENTS

0.7%

(continued)

U.S.

Treasury

Obligations

0.0%

U.S.

Treasury

Bills,

5.271%,

4/25/24 (4)

12,000,000‌

11,903‌

Total

Short-Term

Investments

(Cost

$119,330)

119,329‌

Total

Investments

in

Securities

100.0%

(Cost

$12,918,703)

$

16,094,548‌

Other

Assets

Less

Liabilities

(0.0)%

(7,330‌)

Net

Assets

100.0%

$

16,087,218‌

(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

2045

Fund

3

FUTURES

CONTRACTS

($000s)

Expiration

Date

Notional

Amount

Value

and

Unrealized

Gain

(Loss)

Short,

304

S&P

500

E-Mini

Index

contracts

3/24

(77,577)

$

(1,608‌)

Net

payments

(receipts)

of

variation

margin

to

date

1,262‌

Variation

margin

receivable

(payable)

on

open

futures

contracts

$

(346‌)

T.

ROWE

PRICE

Retirement

2045

Fund

4

The

accompanying

notes

are

an

integral

part

of

this

Portfolio

of

Investments.

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

Global

Bond

Fund 

$

(283‌)

$

(1,699‌)

$

—‌

Emerging

Markets

Discovery

Stock

Fund 

(3,557‌)

(6,733‌)

8,240‌

Emerging

Markets

Stock

Fund 

(315‌)

(32,165‌)

4,432‌

Equity

Index

500

Fund 

29,837‌

367,293‌

8,934‌

Growth

Stock

Fund 

108,039‌

498,349‌

4,175‌

International

Bond

Fund

(USD

Hedged) 

(345‌)

115‌

—‌

International

Stock

Fund 

2,864‌

65,925‌

8,856‌

International

Value

Equity

Fund 

4,567‌

105,846‌

18,103‌

Limited

Duration

Inflation

Focused

Bond

Fund 

(1‌)

7‌

61‌

Mid-Cap

Growth

Fund 

18,676‌

61,605‌

2,149‌

Mid-Cap

Value

Fund 

18,428‌

59,308‌

4,708‌

New

Horizons

Fund 

1,022‌

22,597‌

—‌

New

Income

Fund 

(1,514‌)

(7,714‌)

3,049‌

Overseas

Stock

Fund 

5,525‌

102,094‌

16,660‌

Real

Assets

Fund 

880‌

12,309‌

10,824‌

Small-Cap

Stock

Fund 

8,105‌

39,555‌

1,909‌

Small-Cap

Value

Fund 

5,668‌

23,056‌

2,173‌

Transition

Fund 

(1,377‌)

(27‌)

202‌

U.S.

Equity

Research

Fund 

8,083‌

30,718‌

1,171‌

U.S.

Large-Cap

Core

Fund 

3,771‌

282,963‌

6,799‌

U.S.

Treasury

Long-Term

Index

Fund 

(1,675‌)

(16,800‌)

1,762‌

Value

Fund 

28,067‌

350,783‌

22,204‌

U.S.

Treasury

Money

Fund,

5.40%

—‌

—‌

5,199‌

Totals

$

234,465‌#

$

1,957,385‌

$

131,610‌+

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$97,918

of

the

net

realized

gain

(loss).

+

Investment

income

comprised

$131,610

of

income

distributions

from

underlying

Price

Funds.

T.

ROWE

PRICE

Retirement

2045

Fund

Unaudited

Notes

to

Portfolio

of

Investments

5

T.

Rowe

Price

Retirement

2045

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

2045

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

2045

Fund

6

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

2045

Fund

7

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

$

414,904

$

—

$

—

$

414,904

Equity

Mutual

Funds

15,558,284

—

—

15,558,284

Other

Mutual

Funds

2,031

—

—

2,031

Short-Term

Investments

107,426

11,903

—

119,329

Total

$

16,082,645

$

11,903

$

—

$

16,094,548

Liabilities

Futures

Contracts*

$

1,608

$

—

$

—

$

1,608

*

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

2045

Fund

8

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.

F159-054Q3

02/24