T.

ROWE

PRICE

Retirement

Income

2025

Fund

March

31,

2024

(Unaudited)

1

Portfolio

of

Investments

(1)

(1)

$

Value

1/17/24

$

Purchase

Cost

$

Sales

Cost

Shares

$

Value

3/31/24

(Cost

and

value

in

$000s)

BOND

MUTUAL

FUNDS

38.7%

T.

Rowe

Price

Funds:

New

Income

Fund 

–

159

2

19,638‌

156‌

Limited

Duration

Inflation

Focused

Bond

Fund 

–

105

1

22,455‌

104‌

International

Bond

Fund

(USD

Hedged) 

–

52

1

6,130‌

52‌

U.S.

Treasury

Long-Term

Index

Fund 

–

41

1

5,337‌

40‌

Dynamic

Global

Bond

Fund 

–

37

1

4,657‌

36‌

Emerging

Markets

Bond

Fund 

–

31

–

3,410‌

31‌

High

Yield

Fund 

–

30

–

5,008‌

29‌

Dynamic

Credit

Fund 

–

12

–

1,340‌

12‌

Floating

Rate

Fund 

–

11

–

1,140‌

11‌

Total

Bond

Mutual

Funds

(Cost

$470)

471‌

EQUITY

MUTUAL

FUNDS

57.8%

T.

Rowe

Price

Funds:

Value

Fund 

–

93

1

2,198‌

103‌

Growth

Stock

Fund 

–

92

4

983‌

97‌

U.S.

Large-Cap

Core

Fund 

–

61

2

1,657‌

67‌

Hedged

Equity

Fund 

–

58

1

5,327‌

62‌

Equity

Index

500

Fund 

–

62

13

398‌

55‌

Overseas

Stock

Fund 

–

50

1

3,996‌

52‌

International

Value

Equity

Fund 

–

44

1

2,790‌

48‌

Real

Assets

Fund 

–

43

1

3,199‌

47‌

International

Stock

Fund 

–

43

1

2,274‌

45‌

Mid-Cap

Growth

Fund 

–

23

–

230‌

25‌

Mid-Cap

Value

Fund 

–

21

–

676‌

24‌

Emerging

Markets

Discovery

Stock

Fund 

–

17

1

1,317‌

18‌

Small-Cap

Stock

Fund 

–

15

–

266‌

16‌

Emerging

Markets

Stock

Fund 

–

15

–

461‌

16‌

Small-Cap

Value

Fund 

–

13

–

263‌

14‌

New

Horizons

Fund (2)

–

11

–

191‌

12‌

U.S.

Equity

Research

Fund 

–

4

2

42‌

2‌

Total

Equity

Mutual

Funds

(Cost

$639)

703‌

OTHER

MUTUAL

FUNDS

0.0%

T.

Rowe

Price

Funds:

Transition

Fund 

–

4

4

1‌

—‌

Total

Other

Mutual

Funds

(Cost

$–)

—‌

T.

ROWE

PRICE

Retirement

Income

2025

Fund

2

$

Value

1/17/24

$

Purchase

Cost

$

Sales

Cost

Shares

$

Value

3/31/24

(Cost

and

value

in

$000s)

SHORT-TERM

INVESTMENTS

2.3%

Money

Market

Funds

2.3%

T.

Rowe

Price

U.S.

Treasury

Money

Fund,

5.39% (3)

–

31

4

27,353‌

27‌

Total

Short-Term

Investments

(Cost

$27)

27‌

Total

Investments

in

Securities

98.8%

(Cost

$1,136)

$

1,201‌

Other

Assets

Less

Liabilities

1.2%

14‌

Net

Assets

100.0%

$

1,215‌

(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

T.

ROWE

PRICE

Retirement

Income

2025

Fund

3

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

period

ended

March

31,

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 

$

—‌

$

—‌

$

—‌

Dynamic

Global

Bond

Fund 

—‌

—‌

1‌

Emerging

Markets

Bond

Fund 

—‌

—‌

1‌

Emerging

Markets

Discovery

Stock

Fund 

—‌

2‌

—‌

Emerging

Markets

Stock

Fund 

—‌

1‌

—‌

Equity

Index

500

Fund 

1‌

6‌

—‌

Floating

Rate

Fund 

—‌

—‌

—‌

Growth

Stock

Fund 

—‌

9‌

—‌

Hedged

Equity

Fund 

—‌

5‌

—‌

High

Yield

Fund 

—‌

(1‌)

1‌

International

Bond

Fund

(USD

Hedged) 

—‌

1‌

—‌

International

Stock

Fund 

—‌

3‌

—‌

International

Value

Equity

Fund 

—‌

5‌

—‌

Limited

Duration

Inflation

Focused

Bond

Fund 

—‌

—‌

—‌

Mid-Cap

Growth

Fund 

—‌

2‌

—‌

Mid-Cap

Value

Fund 

—‌

3‌

—‌

New

Horizons

Fund 

—‌

1‌

—‌

New

Income

Fund 

—‌

(1‌)

1‌

Overseas

Stock

Fund 

—‌

3‌

—‌

Real

Assets

Fund 

—‌

5‌

—‌

Small-Cap

Stock

Fund 

—‌

1‌

—‌

Small-Cap

Value

Fund 

—‌

1‌

—‌

Transition

Fund 

—‌

—‌

—‌

U.S.

Equity

Research

Fund 

—‌

—‌

—‌

U.S.

Large-Cap

Core

Fund 

—‌

8‌

—‌

U.S.

Treasury

Long-Term

Index

Fund 

—‌

—‌

—‌

Value

Fund 

—‌

11‌

—‌

U.S.

Treasury

Money

Fund,

5.39%

—‌

—‌

—‌

Totals

$

1‌#

$

65‌

$

4‌+

T.

ROWE

PRICE

Retirement

Income

2025

Fund

4

The

accompanying

notes

are

an

integral

part

of

this

Portfolio

of

Investments.

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

+

Investment

income

comprised

$4

of

income

distributions

from

underlying

Price

Funds.

T.

ROWE

PRICE

Retirement

Income

2025

Fund

Unaudited

Notes

to

Portfolio

of

Investments

5

T.

Rowe

Price

Retirement

Income

2025

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).

For

additional

information

on

the

fund’s

significant

accounting

policies

and

investment

related

disclosures,

please

refer

to

the

fund’s

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)

Level

3 – unobservable

inputs

(including

the

Valuation Designee’s

assumptions

in

determining

fair

value)

T.

ROWE

PRICE

Retirement

Income

2025

Fund

6

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.

Valuation

Inputs

On

March

31,

2024,

all

of

the

fund’s

financial

instruments

were

classified

as

Level

1,

based

on

the

inputs

used

to

determine

their

fair

values.

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.

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.

T.

ROWE

PRICE

Retirement

Income

2025

Fund

7

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.

F1843-054Q1

03/24