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: 811-04358

T. Rowe Price All-Cap Opportunities Fund, 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, 2023

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

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

December

31,

2023

Annual

Report

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

PRWAX

All-Cap

Opportunities

Fund

–

.

PAWAX

All-Cap

Opportunities

Fund–

.

Advisor  Class

PNAIX

All-Cap

Opportunities

Fund–

.

I Class

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

HIGHLIGHTS

The

All-Cap

Opportunities

Fund

produced

significant

absolute

returns

and

outperformed

its

benchmark,

the

Russell

3000

Index,

but

underperformed

its

Lipper

peer

group

index

in

2023.

Within

the

portfolio,

favorable

stock

selection

drove

relative

outperformance.

Throughout

the

year,

we

took

a

relatively

cautious

approach,

neutralizing

factor

bets

where

possible

and

focusing

on

stock

selection

within

ideas

that

should

be

able

to

outperform

regardless

of

the

economic

backdrop.

As

a

result,

we

generated

returns

through

stock

selection,

a

byproduct

of

our

four-pillars

framework.

Stock

selection

in

industrials

and

business

services

added

value

during

the

period.

Stock

choices

in

health

care

also

boosted

relative

returns.

Conversely,

an

overweight

allocation

to

financials

pulled

down

relative

performance.

At

a

high

level,

we

continue

to

place

emphasis

on

anchoring

to

durable,

growth-

at-a-reasonable-price

names,

but

we’ve

also

begun

to

slowly

lean

in

to

some

cyclical

exposure

as

the

U.S.

economic

outlook

continues

to

improve.

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

An

account

service

fee

will

be

charged

annually

for

each

T.

Rowe

Price

mutual

fund

account

unless

you

meet

criteria

for

a

fee

waiver.

Go

to

troweprice.com/personal-investing/help/fees-and-

minimums.html

to

learn

more

about

this

account

service

fee,

including

other

ways

to

waive

it.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

Market

Commentary

1

Dear

Shareholder

Global

stock

and

bond

indexes

were

broadly

positive

during

2023

as

most

economies

managed

to

avoid

the

recession

that

was

widely

predicted

at

the

start

of

the

year.

Technology

companies

benefited

from

investor

enthusiasm

for

artificial

intelligence

developments

and

led

the

equity

rally,

while

fixed

income

benchmarks

rebounded

late

in

the

year

amid

falling

interest

rates.

For

the

12-month

period,

the

technology-oriented

Nasdaq

Composite

Index

rose

about

43%,

reaching

a

record

high

and

producing

the

strongest

result

of

the

major

benchmarks.

Growth

stocks

outperformed

value

shares,

and

developed

market

stocks

generally

outpaced

their

emerging

markets

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,

which

finished

the

year

just

short

of

the

record

level

it

reached

in

early

2022,

the

information

technology,

communication

services,

and

consumer

discretionary

sectors

were

all

lifted

by

the

tech

rally

and

recorded

significant

gains.

A

small

group

of

tech-oriented

mega-cap

companies

helped

drive

much

of

the

market’s

advance.

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

bounced

back

from

the

failure

of

three

large

regional

banks

in

the

spring

and

was

one

of

the

top-performing

segments

in

the

second

half

of

the

year.

The

U.S.

economy

was

the

strongest

among

the

major

markets

during

the

period,

with

gross

domestic

product

growth

coming

in

at

4.9%

in

the

third

quarter,

the

highest

since

the

end

of

2021.

Corporate

fundamentals

were

also

broadly

supportive.

Year-over-year

earnings

growth

contracted

in

the

first

and

second

quarters

of

2023,

but

results

were

better

than

expected,

and

earnings

growth

turned

positive

again

in

the

third

quarter.

Markets

remained

resilient

despite

a

debt

ceiling

standoff

in

the

U.S.,

the

outbreak

of

war

in

the

Middle

East,

the

continuing

conflict

between

Russia

and

Ukraine,

and

a

sluggish

economic

recovery

in

China.

Inflation

remained

a

concern,

but

investors

were

encouraged

by

the

slowing

pace

of

price

increases

as

well

as

the

possibility

that

the

Federal

Reserve

was

nearing

the

end

of

its

rate-hiking

cycle.

The

Fed

held

rates

steady

after

raising

its

short-term

lending

benchmark

rate

to

a

target

range

of

5.25%

to

5.50%

in

July,

the

highest

level

since

March

2001,

and

at

its

final

meeting

of

the

year

in

December,

the

central

bank

indicated

that

there

could

be

three

25-basis-point

rate

cuts

in

2024.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

2

The

yield

of

the

benchmark

10-year

U.S.

Treasury

note

briefly

reached

5.00%

in

October

for

the

first

time

since

late

2007

before

falling

back

to

3.88%

by

period-end,

the

same

level

where

it

started

the

year,

amid

cooler-than-expected

inflation

readings

and

less-hawkish

Fed

rhetoric.

Fixed

income

benchmarks

were

lifted

late

in

the

year

by

falling

yields.

Investment-grade

and

high

yield

corporate

bonds

produced

solid

returns,

supported

by

the

higher

coupons

that

have

become

available

over

the

past

year,

as

well

as

increasing

hopes

that

the

economy

might

be

able

to

avoid

a

recession.

Global

economies

and

markets

showed

surprising

resilience

in

2023,

but

considerable

uncertainty

remains

as

we

look

ahead.

Geopolitical

events,

the

path

of

monetary

policy,

and

the

impact

of

the

Fed’s

rate

hikes

on

the

economy

all

raise

the

potential

for

additional

volatility.

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

help

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

All-Cap

Opportunities

Fund

Management’s

Discussion

of

Fund

Performance

3

INVESTMENT

OBJECTIVE 

The

fund

seeks

to

provide

long-term

capital

growth

by

investing

primarily

in

the

common

stocks

of

growth

companies.

FUND

COMMENTARY

How

did

the

fund

perform

in

the

past 12

months?

The

All-Cap

Opportunities

Fund

returned

29.03%

for

the

12-month

period

ended

December

31,

2023.

The

fund

outperformed

its

benchmark,

the

Russell

3000

Index,

but

underperformed

its

peer

group,

the

Lipper

Multi-Cap

Growth

Funds

Index.

(Returns

for

the

Advisor

and

I

Class

shares

varied

slightly,

reflecting

their

different

fee

structures.

Past

performance

cannot

guarantee

future

results.

)

What

factors

influenced

the

fund’s

performance?

Within

the

portfolio,

stock

selection

in

industrials

and

business

services

added

value.

Shares

of

General

Electric

(GE)

moved

higher

throughout

the

year

as

a

successful

spinoff

of

the

health

care

business

improved

its

balance

sheet,

and

the

company

set

promising

long-term

profitability

targets

for

its

aerospace

and

renewables

businesses.

We

like

GE

for

its

leverage

to

a

strong

multiyear

recovery

in

aviation,

underappreciated

self-help

potential

in

its

renewables

business,

and

the

potential

for

its

improved

balance

sheet

to

enhance

shareholder

value.

(Please

refer

to

the

fund’s

portfolio

of

investments

for

a

complete

list

of

our

holdings

and

the

amount

each

represents

in

the

portfolio.)

PERFORMANCE

COMPARISON

Total

Return

Periods

Ended

12/31/23

6

Months

12

Months

All-Cap

Opportunities

Fund

–

.

9.40‌%

29.03‌%

All-Cap

Opportunities

Fund–

.

Advisor  Class

9.26‌

28.72‌

All-Cap

Opportunities

Fund–

.

I  Class

9.45‌

29.19‌

Russell

3000

Index

8.43‌

25.96‌

Lipper

Multi-Cap

Growth

Funds

Index

9.14‌

35.17‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

4

In

the

health

care

sector,

stock

selection

boosted

relative

returns,

though

our

overweight

allocation

dampened

those

gains

as

the

sector

lagged

the

benchmark

at

large.

Shares

of

Eli

Lilly

moved

higher,

thanks

to

positive

developments

for

several

late-stage

developmental

drugs

for

both

obesity

and

Alzheimer’s,

which

are

expected

to

be

major

growth

catalysts.

We

believe

Eli

Lilly

has

a

number

of

underappreciated

late-stage

development

programs

with

high

probabilities

of

success

and

massive

commercial

opportunities.

On

an

absolute

basis,

the

portfolio’s

position

in

NVIDIA

generated

significant

positive

returns.

Shares

advanced

throughout

the

period

on

improved

visibility

around

robust

future

demand

for

advanced

graphics

processing

units

(GPUs)

that

are

critical

for

the

buildout

of

artificial

intelligence

(AI)

infrastructure.

In

our

view,

AI

applications

like

deep

learning

and

inference

will

require

a

tremendous

number

of

high-end

GPUs

to

supply

the

necessary

horsepower,

and

as

the

clear

leader

in

that

space,

NVIDIA

looks

well

positioned

to

benefit

from

increasing

demand.

NVIDIA’s

state-of-the-art

GPUs,

combined

with

its

embedded

software

intellectual

property,

have

created

an

expanding

moat

behind

which

NVIDIA

should

be

able

to

continue

to

innovate

and

grow

earnings.

Conversely,

stock

selection

in

consumer

discretionary

detracted.

Our

average

underweight

position

in

Tesla

detracted

as

shares

were

higher

through

positive

investor

sentiment

around

rivals

adopting

Tesla

charging

technology

and

the

implications

for

advancements

in

artificial

intelligence

to

improve

full

self-

driving

capabilities.

We

do

not

currently

own

the

company

due

to

concerns

over

pricing

and

demand

for

electric

vehicles.

In

financials,

an

average

overweight

detracted,

as

did

stock

selection

in

the

sector.

Shares

of

the

global

property

and

casualty

(P&C)

insurance

company

Chubb

declined

as,

despite

strong

fundamentals

throughout,

a

broad

rotation

out

of

the

sector

pressured

insurance

stocks.

In

our

view,

Chubb

remains

an

attractively

valued,

best-in-class

P&C

insurance

powerhouse

that

we

think

can

generate

durable,

double-digit

earnings

growth,

supported

by

a

rising

P&C

pricing

cycle,

market

share

gains,

and

share

repurchases.

How

is

the

fund

positioned?

We

continue

to

seek

investment

opportunities

in

companies

that

fit

our

criteria,

the

pillars

of

which

are

high-quality

companies,

companies

trading

at

a

low

valuation,

companies

for

which

we

believe

published

numbers

are

materially

low,

and

companies

whose

fundamentals

are

on

the

cusp

of

accelerating.

At

a

high

level,

we

continue

to

place

emphasis

on

anchoring

to

durable,

growth

at

a

reasonable

price-

oriented

names,

but

we’ve

also

begun

to

slowly

lean

in

to

some

cyclical

exposure

as

the

U.S.

economic

outlook

continues

to

improve.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

5

With

the

risk

of

a

recession

largely

off

the

table,

decisions

around

positioning

become

slightly

less

complex,

allowing

us

to

focus

more

on

areas

of

the

market

that

can

outperform

in

an

environment

where

the

economy

continues

to

grow

at

a

steady

clip

or

even

heats

up

to

a

degree.

At

a

security

level,

our

largest

purchase

during

the

year

came

as

we

added

to

our

top

holding,

Microsoft.

We

appreciate

the

company’s

strength

in

layering

artificial

intelligence

capabilities

into

its

already

attractive

suite

of

products,

which

creates

new

growth

opportunities.

In

addition

to

the

potential

to

lead

artificial

intelligence

integration,

we

appreciate

how

Microsoft’s

broad-based

success

in

cloud

computing,

most

notably

with

Office

365

and

Azure

in

its

Intelligent

Cloud

segment,

has

made

it

a

singularly

advantaged

and

valuable

enterprise

technology

business

that

can

deliver

durable

revenue

and

free

cash

flow

growth.

Our

largest

purchasing

activity

on

an

absolute

basis

came

in

the

industrials

and

business

services

sector.

We

initiated

a

position

in

Uber

Technologies,

which

we

believe

has

the

potential

to

benefit

from

accelerating

bookings,

margin

expansion,

and

meaningful

free

cash

flow

generation

as

the

company

uses

its

leading

position

in

ride

share

to

expand

further

into

food

delivery.

We

also

initiated

a

position

in

Boeing,

which

we

believe

is

set

up

for

a

strong

earnings

recovery

story

as

the

company

ramps

up

production

into

an

upcycle

in

commercial

aerospace

demand.

Elsewhere

in

the

sector,

we

initiated

a

position

in

the

large

railroad

CSX,

which

we

like

for

its

margin

expansion

potential

thanks

to

efficiency

gains.

SECTOR

DIVERSIFICATION

Percent

of

Net

Assets

6/30/23

12/31/23

Information

Technology  

27.0‌%

24.8‌%

Health

Care  

17.6‌

15.8‌

Financials  

13.2‌

12.4‌

Industrials

and

Business

Services  

7.8‌

12.0‌

Communication

Services  

10.9‌

11.5‌

Consumer

Discretionary  

9.8‌

10.8‌

Energy  

3.6‌

4.9‌

Materials  

2.3‌

2.9‌

Consumer

Staples  

4.8‌

2.4‌

Real

Estate  

0.6‌

1.2‌

Utilities  

0.0‌

0.0‌

Other

and

Reserves  

2.4‌

1.3‌

Total

100.0‌%

100.0‌%

Historical

weightings

reflect

current

industry/sector

classifications.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

6

Our

most

significant

sales

came

in

the

materials

sector.

We

eliminated

our

position

in

Sherwin

Williams

after

the

company

issued

low

guidance

for

2023,

impacted

by

a

potential

macroeconomic

downturn

and

its

effect

on

consumer

spending

as

well

as

raw

material

costs.

We

also

made

significant

purchases

in

the

information

technology

sector,

particularly

in

the

semiconductor

industry,

where

we

initiated

positions

in

Analog

Devices,

Taiwan

Semiconductor,

and

Advanced

Micro

Devices.

We

believe

Analog

Devices

is

one

of

the

best

companies

in

its

space,

and

we

appreciate

its

differentiated

high-value

product

portfolio

in

attractive

verticals

as

well

as

its

industrial

exposures.

We’re

attracted

to

Taiwan

Semiconductor’s

leading-edge

technology

and

exposure

to

several

attractive

growth

markets.

We

believe

Advanced

Micro

Devices

is

set

to

accelerate,

with

a

new

GPU

launch

(Mi300),

giving

the

company

the

potential

to

gain

market

share

in

the

artificial

intelligence

accelerator

space.

What

is

portfolio

management’s

outlook?

We

enter

the

first

half

of

2024

with

optimism

for

prospective

equity

market

returns. The

Federal

Reserve’s

tightening

campaign

is

probably

done,

industrial

activity

is

bottoming,

and

the

labor

market

remains

robust. Animal

spirits

could

be

on

the

cusp

of

emerging

from

hibernation.

Since

World

War

II,

the

market

has

gone

up

in

100%

of

presidential

election

years

in

which

an

incumbent

was

listed

on

the

ballot,

by

roughly

14%

on

average.

The

government

apparatus

is

politically

incentivized

to

do

what

it

can

to

maintain

a

robust

economy

into

a

presidential

election.

The

biggest

risk,

in

our

view,

is

that

the

Fed

is

leaning

too

dovish

too

quickly,

which

could

cause

the

economy

to

heat

up

as

2024

goes

on. The

market

may

be

underestimating

the

potential

for

long-term

rates

to

rise

and

for

inflationary

pressure

to

reemerge. This

is

not

an

issue

for

the

start

of

2024,

but

it

could

become

an

issue

as

we

progress

through

the

year.

Against

this

backdrop,

we

are

trying

to

find

idiosyncratic

ideas

that

fit

our

framework. It

is

no

longer

about

“growth

versus

value,”

it

is

about

finding

high-

quality

companies

at

reasonable

prices

where

fundamentals

are

supportive

and

earnings

risk

is

low.

Our

bottom-up

framework

is

generating

a

larger

number

of

attractive

ideas

now

than

it

has

since

2021.

Specifically:

(1)

The

portfolio

remains

anchored

in

durable

growth

companies

with

reasonable

valuations

and

low

cyclicality

(Visa,

Microsoft,

Cencora,

T-Mobile

U.S.,

Netflix).

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

7

(2)

We

are

leaning

in

slowly

to

cyclical

companies

that

will

benefit

from

improving

industrial

activity

and

business

confidence

(Analog

Devices,

Amphenol,

CSX).

(3)

We

remain

positive

on

energy

and

materials

on

the

view

that

supply

will

tighten

in

2024. We

maintain

a

moderate

overweight

position

in

these

sectors

(Schlumberger,

Seadrill,

Ero

Copper).

(4)

We

continue

to

be

underweight

profitless

tech

on

the

view

that

many

of

these

companies

remain

too

speculative

and

too

expensive.

We

continue

to

rely

on

our

fundamental

research

and

bottom-up

stock

selection

process

to

construct

your

portfolio. You

should

expect

the

portfolio

to

maintain

large

positions

in

many

durable

growth

companies—those

with

the

ability

to

increase

revenues

and

earnings

regardless

of

the

global

economic

environment. We

believe

that,

over

the

longer

term,

strong

risk-adjusted

returns

most

often

arise

from

owning

companies

that

are

at

the

forefront

of

innovation

and

riding

powerful,

durable

trends.

As

always,

we

will

continue

to

work

diligently

on

your

behalf.

Thank

you

for

your

continued

support

and

your

confidence

in

T.

Rowe

Price.

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

All-Cap

Opportunities

Fund

8

Risks

of

Stock

Investing

The

fund’s

share

price

can

fall

because

of

weakness

in

the

stock

markets,

a

particular

industry,

or

specific

holdings.

Stock

markets

can

decline

for

many

reasons,

including

adverse

political

or

economic

developments,

changes

in

investor

psychology,

or

heavy

institutional

selling.

The

prospects

for

an

industry

or

company

may

deteriorate

because

of

a

variety

of

factors,

including

disappointing

earnings

or

changes

in

the

competitive

environment.

In

addition,

the

investment

manager’s

assessment

of

companies

held

in

a

fund

may

prove

incorrect,

resulting

in

losses

or

poor

performance

even

in

rising

markets.

Risks

of

Growth

Investing

Growth

stocks

can

be

volatile

for

several

reasons.

Since

these

companies

usually

invest

a

high

portion

of

earnings

in

their

businesses,

they

may

lack

the

dividends

of

value

stocks

that

can

cushion

stock

prices

in

a

falling

market.

Also,

earnings

disappointments

often

lead

to

sharply

falling

prices

because

investors

buy

growth

stocks

in

anticipation

of

superior

earnings

growth.

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

2024

©

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

2024.

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.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

9

PORTFOLIO

HIGHLIGHTS

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

12/31/23

Microsoft

7.6‌%

Apple

5.5‌ 

Visa

3.3‌ 

Amazon.com

3.3‌ 

Alphabet

3.3‌ 

NVIDIA

3.0‌

Meta

Platforms

3.0‌

Eli

Lilly

2.0‌

Uber

Technologies

1.9‌

Home

Depot

1.8‌

T-Mobile

U.S.

1.8‌

UnitedHealth

Group

1.6‌

Roper

Technologies

1.5‌

Elevance

Health

1.4‌

Coca-Cola

1.4‌

Exxon

Mobil

1.4‌

Cencora

1.4‌

Marriott

International

1.3‌

Boeing

1.3‌

Netflix

1.3‌

Fiserv

1.3‌

Chubb

1.2‌

Linde

1.2‌

Global

Payments

1.2‌

General

Electric

1.2‌

Total

55.2‌%

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

All-Cap

Opportunities

Fund

10

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

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

fund returns

as

well

as

mutual fund

averages

and

indexes.

ALL-CAP

OPPORTUNITIES

FUND 

Note:

Performance

for

the Advisor

and

I

Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table

on

the

next

page. 

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

11

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

12/31/23

1

Year

5

Years

10

Years

Since

Inception

Inception

Date

All-Cap

Opportunities

Fund

–

.

29.03‌%

19.11‌%

14.71‌%

–‌

–

All-Cap

Opportunities

Fund–

.

Advisor  Class

28.72‌

18.79‌

14.40‌

–‌

–

All-Cap

Opportunities

Fund–

.

I  Class

29.19‌

19.26‌

–‌

16.17‌%

12/17/15

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

visit

our

website

(troweprice.com)

or

contact

a

T.

Rowe

Price

representative

at

1

-

800

-

225

-

5132

or,

for

0.02

Advisor

and

3

I

Class

shares,

1-800-638-8790.

This

table

shows

how

the

fund

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.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

When

assessing

performance,

investors

should

consider

both

short-

and

long-term

returns.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

12

EXPENSE

RATIO

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.

Please

note

that

the

fund

has

three

share

classes:

The

original

share

class

(Investor

Class)

charges

no

distribution

and

service

(12b-1)

fee,

the

Advisor

Class

shares

are

offered

only

through

unaffiliated

brokers

and

other

financial

intermediaries

and

charge

a

0.25%

12b-1

fee,

and

I

Class

shares

are

available

to

institutionally

oriented

clients

and

impose

no

12b-1

or

administrative

fee

payment.

Each

share

class

is

presented

separately

in

the

table.

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.

All-Cap

Opportunities

Fund

0.81‌%

All-Cap

Opportunities

Fund–Advisor

Class

1.06‌ 

All-Cap

Opportunities

Fund–I

Class

0.66‌ 

The

expense

ratio

shown

is

as

of

the

fund’s

most

recent

prospectus.

This

number

may

vary

from

the

expense

ratio

shown

elsewhere

in

this

report

because

it

is

based

on

a

different

time

period

and,

if

applicable,

includes

acquired

fund

fees

and

expenses

but

does

not

include

fee

or

expense

waivers.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

13

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.

ALL-CAP

OPPORTUNITIES

FUND

Beginning

Account

Value

7/1/23

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period*

7/1/23

to

12/31/23

Investor

Class

Actual

$1,000.00

$1,094.00

$4.22

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.17

  4.08

Advisor

Class

Actual

  1,000.00

  1,092.60

  5.54

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.91

  5.35

I

Class

Actual

  1,000.00

  1,094.50

  3.48

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.88

  3.36

*

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

Investor

Class

was

0.80%,

the

2

Advisor Class

was

1.05%,

and

the

3

I Class

was

0.66%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

Financial

Highlights

14

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

..

Year

..

..

Ended

.

12/31/23

12/31/22

12/31/21

12/31/20

12/31/19

NET

ASSET

VALUE

Beginning

of

period

$

52.11‌

$

68.27‌

$

68.34‌

$

54.77‌

$

43.47‌

Investment

activities

Net

investment

income

(loss)

(1)(2)

0.16‌

0.02‌

(0.12‌)

0.02‌

0.16‌

Net

realized

and

unrealized

gain/

loss

14.93‌

(14.56‌)

14.05‌

24.10‌

14.98‌

Total

from

investment

activities

15.09‌

(14.54‌)

13.93‌

24.12‌

15.14‌

Distributions

Net

investment

income

(0.13‌)

—‌

—‌

(0.02‌)

(0.22‌)

Net

realized

gain

(3.13‌)

(1.62‌)

(14.00‌)

(10.53‌)

(3.62‌)

Total

distributions

(3.26‌)

(1.62‌)

(14.00‌)

(10.55‌)

(3.84‌)

NET

ASSET

VALUE

End

of

period

$

63.94‌

$

52.11‌

$

68.27‌

$

68.34‌

$

54.77‌

Ratios/Supplemental

Data

Total

return

(2)(3)

29.03‌%

(21.32‌)%

20.85‌%

44.71‌%

35.03‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.79‌%

0.81‌%

0.76‌%

0.77‌%

0.78‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.79‌%

0.81‌%

0.76‌%

0.77‌%

0.78‌%

Net

investment

income

(loss)

0.26‌%

0.03‌%

(0.16‌)%

0.04‌%

0.30‌%

Portfolio

turnover

rate

95.6‌%

103.4‌%

75.4‌%

85.8‌%

84.2‌%

Net

assets,

end

of

period

(in

millions)

$6,457

$4,453

$6,506

$5,631

$4,185

0‌%

0‌%

0‌%

0‌%

0‌%

(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.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

Financial

Highlights

15

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Advisor

Class

..

Year

..

..

Ended

.

12/31/23

12/31/22

12/31/21

12/31/20

12/31/19

NET

ASSET

VALUE

Beginning

of

period

$

50.13‌

$

65.92‌

$

66.39‌

$

53.40‌

$

42.47‌

Investment

activities

Net

investment

income

(loss)

(1)(2)

0.01‌

(0.13‌)

(0.33‌)

(0.13‌)

0.01‌

Net

realized

and

unrealized

gain/

loss

14.35‌

(14.04‌)

13.63‌

23.43‌

14.62‌

Total

from

investment

activities

14.36‌

(14.17‌)

13.30‌

23.30‌

14.63‌

Distributions

Net

investment

income

—‌

—‌

—‌

—‌

(0.08‌)

Net

realized

gain

(3.13‌)

(1.62‌)

(13.77‌)

(10.31‌)

(3.62‌)

Total

distributions

(3.13‌)

(1.62‌)

(13.77‌)

(10.31‌)

(3.70‌)

NET

ASSET

VALUE

End

of

period

$

61.36‌

$

50.13‌

$

65.92‌

$

66.39‌

$

53.40‌

Ratios/Supplemental

Data

Total

return

(2)(3)

28.72‌%

(21.52‌)%

20.50‌%

44.30‌%

34.65‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.04‌%

1.06‌%

1.05‌%

1.05‌%

1.05‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.04‌%

1.06‌%

1.05‌%

1.05‌%

1.05‌%

Net

investment

income

(loss)

0.01‌%

(0.24‌)%

(0.44‌)%

(0.22‌)%

0.03‌%

Portfolio

turnover

rate

95.6‌%

103.4‌%

75.4‌%

85.8‌%

84.2‌%

Net

assets,

end

of

period

(in

thousands)

$179,409

$139,415

$251,412

$237,897

$315,434

0‌%

0‌%

0‌%

0‌%

0‌%

(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.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

Financial

Highlights

16

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

..

Year

..

..

Ended

.

12/31/23

12/31/22

12/31/21

12/31/20

12/31/19

NET

ASSET

VALUE

Beginning

of

period

$

52.09‌

$

68.27‌

$

68.33‌

$

54.75‌

$

43.46‌

Investment

activities

Net

investment

income

(loss)

(1)(2)

0.24‌

0.11‌

(0.03‌)

0.10‌

0.23‌

Net

realized

and

unrealized

gain/

loss

14.92‌

(14.56‌)

14.05‌

24.11‌

14.97‌

Total

from

investment

activities

15.16‌

(14.45‌)

14.02‌

24.21‌

15.20‌

Distributions

Net

investment

income

(0.21‌)

(0.11‌)

—‌

(0.10‌)

(0.29‌)

Net

realized

gain

(3.13‌)

(1.62‌)

(14.08‌)

(10.53‌)

(3.62‌)

Total

distributions

(3.34‌)

(1.73‌)

(14.08‌)

(10.63‌)

(3.91‌)

NET

ASSET

VALUE

End

of

period

$

63.91‌

$

52.09‌

$

68.27‌

$

68.33‌

$

54.75‌

Ratios/Supplemental

Data

Total

return

(2)(3)

29.19‌%

(21.19‌)%

20.98‌%

44.90‌%

35.18‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.66‌%

0.66‌%

0.64‌%

0.65‌%

0.65‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.66‌%

0.66‌%

0.64‌%

0.65‌%

0.65‌%

Net

investment

income

(loss)

0.40‌%

0.20‌%

(0.04‌)%

0.16‌%

0.43‌%

Portfolio

turnover

rate

95.6‌%

103.4‌%

75.4‌%

85.8‌%

84.2‌%

Net

assets,

end

of

period

(in

thousands)

$4,754,788

$3,147,049

$2,358,626

$1,785,514

$1,119,729

0‌%

0‌%

0‌%

0‌%

0‌%

(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.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

December

31,

2023

17

Portfolio

of

Investments

‡

Shares

$

Value

(Cost

and

value

in

$000s)

‡

COMMON

STOCKS

97.6%

COMMUNICATION

SERVICES

11.2%

Entertainment

2.7%

Liberty

Media

Corp-Liberty

Formula

One,

Class

C  (1)

1,359,345‌

85,816‌

Netflix  (1)

297,657‌

144,923‌

Sea,

ADR  (1)

1,859,552‌

75,312‌

306,051‌

Interactive

Media

&

Services

6.7%

Alphabet,

Class

C  (1)

2,639,574‌

371,995‌

Meta

Platforms,

Class

A  (1)

975,300‌

345,217‌

Pinterest,

Class

A  (1)

1,244,245‌

46,087‌

763,299‌

Wireless

Telecommunication

Services

1.8%

T-Mobile

U.S. 

1,296,385‌

207,849‌

207,849‌

Total

Communication

Services

1,277,199‌

CONSUMER

DISCRETIONARY

10.8%

Broadline

Retail

3.3%

Amazon.com (1)

2,467,375‌

374,893‌

374,893‌

Hotels,

Restaurants

&

Leisure

3.9%

Cava

Group  (1)

854,260‌

36,716‌

Chipotle

Mexican

Grill  (1)

35,800‌

81,873‌

Marriott

International,

Class

A 

668,409‌

150,733‌

McDonald's 

311,000‌

92,215‌

Planet

Fitness,

Class

A  (1)

1,075,900‌

78,541‌

440,078‌

Leisure

Products

0.0%

Rad

Power

Bikes,

Class

A,

Acquisition

Date:

9/16/21,

Cost $17,747  (1)(2)(3)

1,851,771‌

574‌

574‌

Specialty

Retail

2.5%

AutoZone (1)

30,400‌

78,603‌

Home

Depot 

599,900‌

207,895‌

286,498‌

Textiles,

Apparel

&

Luxury

Goods

1.1%

Lululemon

Athletica  (1)

136,649‌

69,867‌

On

Holding,

Class

A  (1)

2,048,500‌

55,248‌

125,115‌

Total

Consumer

Discretionary

1,227,158‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

18

Shares

$

Value

(Cost

and

value

in

$000s)

‡

CONSUMER

STAPLES

2.4%

Beverages

2.4%

Celsius

Holdings  (1)

269,141‌

14,674‌

Coca-Cola 

2,682,038‌

158,052‌

PepsiCo 

599,799‌

101,870‌

Total

Consumer

Staples

274,596‌

ENERGY

4.9%

Energy

Equipment

&

Services

2.1%

Schlumberger 

2,067,325‌

107,583‌

Seadrill  (1)

2,028,231‌

95,895‌

TechnipFMC 

1,596,729‌

32,158‌

235,636‌

Oil,

Gas

&

Consumable

Fuels

2.8%

Diamondback

Energy 

585,900‌

90,862‌

Exxon

Mobil 

1,552,700‌

155,239‌

Southwestern

Energy  (1)

11,221,725‌

73,502‌

319,603‌

Total

Energy

555,239‌

FINANCIALS

12.4%

Banks

1.3%

East

West

Bancorp 

805,003‌

57,920‌

JPMorgan

Chase 

528,156‌

89,839‌

147,759‌

Capital

Markets

1.2%

Charles

Schwab 

1,924,858‌

132,430‌

132,430‌

Financial

Services

7.8%

Apollo

Global

Management 

681,000‌

63,462‌

Fiserv  (1)

1,076,773‌

143,039‌

FleetCor

Technologies  (1)

225,700‌

63,785‌

Global

Payments 

1,066,700‌

135,471‌

Mastercard,

Class

A 

245,600‌

104,751‌

Visa,

Class

A 

1,462,992‌

380,890‌

891,398‌

Insurance

2.1%

Chubb 

626,326‌

141,550‌

Marsh

&

McLennan 

500,700‌

94,867‌

236,417‌

Total

Financials

1,408,004‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

19

Shares

$

Value

(Cost

and

value

in

$000s)

‡

HEALTH

CARE

15.3%

Biotechnology

1.2%

Argenx,

ADR  (1)

132,498‌

50,406‌

Insmed  (1)

401,800‌

12,452‌

Karuna

Therapeutics  (1)

209,217‌

66,219‌

Prothena  (1)

226,200‌

8,220‌

137,297‌

Health

Care

Equipment

&

Supplies

2.1%

Dexcom (1)

243,982‌

30,276‌

Intuitive

Surgical  (1)

310,676‌

104,810‌

Pax

Labs,

Class

A,

Acquisition

Date:

4/18/19,

Cost $9,144  (1)(2)

(3)

2,428,492‌

971‌

Stryker 

329,353‌

98,628‌

234,685‌

Health

Care

Providers

&

Services

5.9%

Cencora 

755,400‌

155,144‌

Elevance

Health 

336,800‌

158,821‌

HCA

Healthcare 

224,542‌

60,779‌

Molina

Healthcare  (1)

339,209‌

122,560‌

UnitedHealth

Group 

336,494‌

177,154‌

674,458‌

Health

Care

Technology

0.9%

Veeva

Systems,

Class

A  (1)

528,796‌

101,804‌

101,804‌

Life

Sciences

Tools

&

Services

1.6%

Thermo

Fisher

Scientific 

237,200‌

125,903‌

West

Pharmaceutical

Services 

159,400‌

56,128‌

182,031‌

Pharmaceuticals

3.6%

AstraZeneca,

ADR 

1,022,622‌

68,874‌

Eli

Lilly 

390,209‌

227,461‌

Zoetis 

599,855‌

118,393‌

414,728‌

Total

Health

Care

1,745,003‌

INDUSTRIALS

&

BUSINESS

SERVICES

11.9%

Aerospace

&

Defense

1.5%

Boeing (1)

574,300‌

149,697‌

Howmet

Aerospace 

419,800‌

22,720‌

172,417‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

20

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Commercial

Services

&

Supplies

0.8%

Waste

Connections 

625,000‌

93,294‌

93,294‌

Electrical

Equipment

0.1%

Hubbell 

51,616‌

16,978‌

16,978‌

Ground

Transportation

3.3%

CSX 

3,404,700‌

118,041‌

Saia  (1)

87,195‌

38,210‌

Uber

Technologies  (1)

3,521,500‌

216,819‌

373,070‌

Industrial

Conglomerates

2.7%

General

Electric 

1,042,898‌

133,105‌

Roper

Technologies 

312,991‌

170,633‌

303,738‌

Machinery

0.5%

IDEX 

173,236‌

37,611‌

Toro 

189,972‌

18,236‌

55,847‌

Professional

Services

2.6%

Booz

Allen

Hamilton

Holding 

604,756‌

77,354‌

Ceridian

HCM

Holding  (1)

1,417,068‌

95,114‌

FTI

Consulting  (1)

616,141‌

122,704‌

295,172‌

Trading

Companies

&

Distributors

0.4%

SiteOne

Landscape

Supply  (1)

276,768‌

44,975‌

44,975‌

Total

Industrials

&

Business

Services

1,355,491‌

INFORMATION

TECHNOLOGY

24.7%

Electronic

Equipment,

Instruments

&

Components

0.5%

Amphenol,

Class

A 

520,600‌

51,607‌

51,607‌

IT

Services

0.6%

Shopify,

Class

A  (1)

822,500‌

64,073‌

64,073‌

Semiconductors

&

Semiconductor

Equipment

6.0%

Advanced

Micro

Devices  (1)

761,600‌

112,267‌

Analog

Devices 

574,900‌

114,152‌

NVIDIA 

701,080‌

347,189‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

21

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Taiwan

Semiconductor

Manufacturing,

ADR 

1,111,700‌

115,617‌

689,225‌

Software

12.1%

Adobe (1)

162,200‌

96,768‌

BILL

Holdings  (1)

745,662‌

60,839‌

Canva,

Acquisition

Date:

8/16/21

-

11/4/21,

Cost $6,944  (1)(2)(3)

4,074‌

4,346‌

Confluent,

Class

A  (1)

1,530,300‌

35,809‌

Fair

Isaac  (1)

68,000‌

79,153‌

Intuit 

75,082‌

46,928‌

Microsoft 

2,305,582‌

866,991‌

Salesforce  (1)

458,659‌

120,691‌

Synopsys  (1)

136,726‌

70,402‌

1,381,927‌

Technology

Hardware,

Storage

&

Peripherals

5.5%

Apple 

3,269,853‌

629,545‌

629,545‌

Total

Information

Technology

2,816,377‌

MATERIALS

2.8%

Chemicals

2.1%

FMC 

735,700‌

46,386‌

Linde 

330,900‌

135,904‌

Nutrien 

1,052,544‌

59,290‌

241,580‌

Metals

&

Mining

0.7%

ERO

Copper

(CAD)  (1)

3,926,753‌

62,085‌

Warrior

Met

Coal 

334,100‌

20,370‌

82,455‌

Total

Materials

324,035‌

REAL

ESTATE

1.2%

Real

Estate

Management

&

Development

0.7%

Jones

Lang

LaSalle  (1)

408,535‌

77,160‌

77,160‌

Residential

Real

Estate

Investment

Trusts

0.5%

AvalonBay

Communities,

REIT 

282,661‌

52,920‌

52,920‌

Total

Real

Estate

130,080‌

Total

Common

Stocks

(Cost

$8,425,844)

11,113,182‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

22

Shares

$

Value

(Cost

and

value

in

$000s)

‡

CONVERTIBLE

PREFERRED

STOCKS

0.6%

COMMUNICATION

SERVICES

0.3%

Interactive

Media

&

Services

0.3%

ByteDance,

Series

E,

Acquisition

Date:

7/8/19,

Cost $7,334  (1)(2)

(3)

148,803‌

35,528‌

Total

Communication

Services

35,528‌

HEALTH

CARE

0.0%

Biotechnology

0.0%

Caris

Life

Sciences,

Series

D,

Acquisition

Date:

5/11/21,

Cost $5,690  (1)(2)(3)

702,380‌

2,557‌

Treeline

Biosciences,

Series

A,

Acquisition

Date:

9/26/22,

Cost $1,286  (1)(2)(3)

164,309‌

1,286‌

Total

Health

Care

3,843‌

INDUSTRIALS

&

BUSINESS

SERVICES

0.1%

Aerospace

&

Defense

0.1%

ABL

Space

Systems,

Series

B,

Acquisition

Date:

3/24/21,

Cost $10,360  (1)(2)(3)

230,036‌

8,067‌

ABL

Space

Systems,

Series

B-2,

Acquisition

Date:

10/22/21,

Cost $4,648  (1)(2)(3)

68,354‌

2,363‌

Total

Industrials

&

Business

Services

10,430‌

INFORMATION

TECHNOLOGY

0.1%

Software

0.1%

Canva,

Series

A,

Acquisition

Date:

11/4/21,

Cost $412  (1)(2)(3)

242‌

258‌

Canva,

Series

A-3,

Acquisition

Date:

11/4/21,

Cost $17  (1)(2)(3)

10‌

11‌

Waymo,

Series

A-2,

Acquisition

Date:

5/8/20,

Cost $14,266  (1)(2)

(3)

166,137‌

9,478‌

Total

Information

Technology

9,747‌

MATERIALS

0.1%

Chemicals

0.1%

Redwood

Materials,

Series

C,

Acquisition

Date:

5/28/21,

Cost $8,661  (1)(2)(3)

182,704‌

8,721‌

Total

Materials

8,721‌

Total

Convertible

Preferred

Stocks

(Cost

$52,674)

68,269‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

23

Shares

$

Value

(Cost

and

value

in

$000s)

‡

PREFERRED

STOCKS

0.5%

HEALTH

CARE

0.5%

Life

Sciences

Tools

&

Services

0.5%

Sartorius

(EUR) 

166,055‌

60,979‌

Total

Health

Care

60,979‌

Total

Preferred

Stocks

(Cost

$62,961)

60,979‌

SHORT-TERM

INVESTMENTS

1.4%

Money

Market

Funds

1.4%

T.

Rowe

Price

Government

Reserve

Fund,

5.42%  (4)(5)

163,783,461‌

163,783‌

Total

Short-Term

Investments

(Cost

$163,783)

163,783‌

Total

Investments

in

Securities

100.1%

of

Net

Assets

(Cost

$8,705,262)

$

11,406,213‌

‡

Shares

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

Non-income

producing

(2)

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

$74,160

and

represents

0.7%

of

net

assets.

(3)

See

Note

2.

Level

3

in

fair

value

hierarchy.

(4)

Seven-day

yield

(5)

Affiliated

Companies

ADR

American

Depositary

Receipts

CAD

Canadian

Dollar

EUR

Euro

REIT

A

domestic

Real

Estate

Investment

Trust

whose

distributions

pass-through

with

original

tax

character

to

the

shareholder

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

24

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,

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

Government

Reserve

Fund,

5.42%

$

—‌

$

—‌

$

7,914‌++

Totals

$

—‌#

$

—‌

$

7,914‌+

Supplementary

Investment

Schedule

Affiliate

Value

12/31/22

Purchase

Cost

Sales

Cost

Value

12/31/23

T.

Rowe

Price

Government

Reserve

Fund,

5.42%

$

292,257‌

 ¤

  ¤

$

163,783‌

Total

$

163,783‌^

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

++

Excludes

earnings

on

securities

lending

collateral,

which

are

subject

to

rebates

and

fees

as

described

in

Note

3

.

+

Investment

income

comprised

$7,914

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

$163,783.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

December

31,

2023

Statement

of

Assets

and

Liabilities

25

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$8,705,262)

$

11,406,213‌

Receivable

for

investment

securities

sold

38,429‌

Receivable

for

shares

sold

28,598‌

Dividends

receivable

4,160‌

Other

assets

944‌

Total

assets

11,478,344‌

Liabilities

Payable

for

investment

securities

purchased

55,038‌

Payable

for

shares

redeemed

24,892‌

Investment

management

fees

payable

6,033‌

Due

to

affiliates

178‌

Payable

to

directors

9‌

Other

liabilities

831‌

Total

liabilities

86,981‌

NET

ASSETS

$

11,391,363‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

December

31,

2023

Statement

of

Assets

and

Liabilities

26

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

2,845,748‌

Paid-in

capital

applicable

to

178,315,104

shares

of

$0.0001

par

value

capital

stock

outstanding;

1,000,000,000

shares

authorized

8,545,615‌

NET

ASSETS

$

11,391,363‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$6,457,166;

Shares

outstanding:

100,994,745)

$

63.94‌

Advisor

Class

(Net

assets:

$179,409;

Shares

outstanding:

2,924,103)

$

61.36‌

I

Class

(Net

assets:

$4,754,788;

Shares

outstanding:

74,396,256)

$

63.91‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

Statement

of

Operations

27

($000s)

Year

Ended

12/31/23

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$970)

$

99,164‌

Securities

lending

1,172‌

Other

23‌

Total

income

100,359‌

Expenses

Investment

management

60,379‌

Shareholder

servicing

Investor

Class

$

7,801‌

Advisor

Class

230‌

I

Class

470‌

8,501‌

Rule

12b-1

fees

Advisor

Class

387‌

Prospectus

and

shareholder

reports

Investor

Class

178‌

Advisor

Class

2‌

I

Class

49‌

229‌

Registration

566‌

Custody

and

accounting

330‌

Proxy

and

annual

meeting

142‌

Directors

32‌

Legal

and

audit

29‌

Miscellaneous

79‌

Total

expenses

70,674‌

Net

investment

income

29,685‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

Statement

of

Operations

28

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

12/31/23

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

765,418‌

Foreign

currency

transactions

18‌

Net

realized

gain

765,436‌

Change

in

net

unrealized

gain

/

loss

Securities

1,615,805‌

Other

assets

and

liabilities

denominated

in

foreign

currencies

17‌

Change

in

net

unrealized

gain

/

loss

1,615,822‌

Net

realized

and

unrealized

gain

/

loss

2,381,258‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

2,410,943‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

Statement

of

Changes

in

Net

Assets

29

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/23

12/31/22

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

29,685‌

$

7,068‌

Net

realized

gain

765,436‌

80,196‌

Change

in

net

unrealized

gain

/

loss

1,615,822‌

(2,045,794‌)

Increase

(decrease)

in

net

assets

from

operations

2,410,943‌

(1,958,530‌)

Distributions

to

shareholders

Net

earnings

Investor

Class

(312,642‌)

(133,896‌)

Advisor

Class

(8,657‌)

(4,446‌)

I

Class

(236,565‌)

(100,516‌)

Decrease

in

net

assets

from

distributions

(557,864‌)

(238,858‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

2,155,510‌

1,584,818‌

Advisor

Class

37,869‌

31,152‌

I

Class

1,351,868‌

1,992,500‌

Distributions

reinvested

Investor

Class

300,568‌

130,089‌

Advisor

Class

8,016‌

4,392‌

I

Class

225,892‌

95,392‌

Shares

redeemed

Investor

Class

(1,521,182‌)

(2,352,611‌)

Advisor

Class

(37,206‌)

(97,341‌)

I

Class

(722,950‌)

(567,255‌)

Increase

in

net

assets

from

capital

share

transactions

1,798,385‌

821,136‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

Statement

of

Changes

in

Net

Assets

30

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/23

12/31/22

Net

Assets

Increase

(decrease)

during

period

3,651,464‌

(1,376,252‌)

Beginning

of

period

7,739,899‌

9,116,151‌

End

of

period

$

11,391,363‌

$

7,739,899‌

*Share

information

(000s)

Shares

sold

Investor

Class

36,146‌

27,953‌

Advisor

Class

663‌

575‌

I

Class

22,692‌

34,038‌

Distributions

reinvested

Investor

Class

4,757‌

2,476‌

Advisor

Class

132‌

87‌

I

Class

3,577‌

1,816‌

Shares

redeemed

Investor

Class

(25,373‌)

(40,271‌)

Advisor

Class

(652‌)

(1,695‌)

I

Class

(12,292‌)

(9,982‌)

Increase

in

shares

outstanding

29,650‌

14,997‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

NOTES

TO

FINANCIAL

STATEMENTS

31

T.

Rowe

Price

All-Cap

Opportunities

Fund,

Inc.

(the

fund) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act)

as a

diversified, open-end

management

investment

company. The

fund

seeks

to

provide

long-term

capital

growth

by

investing

primarily

in

the

common

stocks

of

growth

companies.

The

fund

has three classes

of

shares:

the

All-Cap

Opportunities

Fund

(Investor

Class),

the

All-Cap

Opportunities

Fund–Advisor

Class

(Advisor

Class)

and

the

All-Cap

Opportunities

Fund–I

Class

(I

Class).

Advisor

Class

shares

are

sold

only

through

various

brokers

and

other

financial

intermediaries.

I

Class

shares

require

a

$500,000

initial

investment

minimum,

although

the

minimum

generally

is

waived

or

reduced

for

financial

intermediaries,

eligible

retirement

plans,

and

certain

other

accounts.

The

Advisor

Class

operates

under

a

Board-approved

Rule

12b-1

plan

pursuant

to

which

the

class

compensates

financial

intermediaries

for

distribution,

shareholder

servicing,

and/or

certain

administrative

services;

the

Investor

and

I

Classes

do

not

pay

Rule

12b-1

fees. Each

class

has

exclusive

voting

rights

on

matters

related

solely

to

that

class;

separate

voting

rights

on

matters

that

relate

to

all

classes;

and,

in

all

other

respects,

the

same

rights

and

obligations

as

the

other

classes.

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. Distributions

from

REITs

are

initially

recorded

as

dividend

income

and,

to

the

extent

such

represent

a

return

of

capital

or

capital

gain

for

tax

purposes,

are

reclassified

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

32

when

such

information

becomes

available. 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.

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.

Class

Accounting

 Shareholder

servicing,

prospectus,

and

shareholder

report

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to

all

classes,

investment

income,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

The

Advisor

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.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

33

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

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

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

34

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

and

the

last

quoted

sale

or

closing

price

for

international

securities.

The

last

quoted

prices

of

non-U.S.

equity

securities

may

be

adjusted

to

reflect

the

fair

value

of

such

securities

at

the

close

of

the

NYSE,

if

the Valuation

Designee

determines

that

developments

between

the

close

of

a

foreign

market

and

the

close

of

the

NYSE

will

affect

the

value

of

some

or

all

of

the fund’s portfolio

securities.

Each

business

day,

the

Valuation

Designee uses

information

from

outside

pricing

services

to

evaluate

the

quoted

prices

of

portfolio

securities

and,

if

appropriate,

decide whether

it

is

necessary

to

adjust

quoted

prices

to

reflect

fair

value

by

reviewing

a

variety

of

factors,

including

developments

in

foreign

markets,

the

performance

of

U.S.

securities

markets,

and

the

performance

of

instruments

trading

in

U.S.

markets

that

represent

foreign

securities

and

baskets

of

foreign

securities. The Valuation

Designee

uses

outside

pricing

services

to

provide

it

with

quoted

prices

and

information

to

evaluate

or

adjust

those

prices.

The Valuation

Designee

cannot

predict

how

often

it

will

use

quoted

prices

and

how

often

it

will

determine

it

necessary

to

adjust

those

prices

to

reflect

fair

value.

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

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

35

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

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

December

31,

2023

(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.

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

11,045,206‌

$

62,085‌

$

5,891‌

$

11,113,182‌

Convertible

Preferred

Stocks

—‌

—‌

68,269‌

68,269‌

Preferred

Stocks

—‌

60,979‌

—‌

60,979‌

Short-Term

Investments

163,783‌

—‌

—‌

163,783‌

Total

$

11,208,989‌

$

123,064‌

$

74,160‌

$

11,406,213‌

T.

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PRICE

All-Cap

Opportunities

Fund

36

Securities

Lending

 The fund

may

lend

its

securities

to

approved

borrowers

to

earn

additional

income.

Its

securities

lending

activities

are

administered

by

a

lending

agent

in

accordance

with

a

securities

lending

agreement.

Security

loans

generally

do

not

have

stated

maturity

dates,

and

the

fund

may

recall

a

security

at

any

time.

The

fund

receives

collateral

in

the

form

of

cash

or

U.S.

government

securities.

Collateral

is

maintained

over

the

life

of

the

loan

in

an

amount

not

less

than

the

value

of

loaned

securities;

any

additional

collateral

required

due

to

changes

in

security

values

is

delivered

to

the

fund

the

next

business

day.

Cash

collateral

is

invested

in

accordance

with

investment

guidelines

approved

by

fund

management.

Additionally,

the

lending

agent

indemnifies

the

fund

against

losses

resulting

from

borrower

default.

Although

risk

is

mitigated

by

the

collateral

and

indemnification,

the

fund

could

experience

a

delay

in

recovering

its

securities

and

a

possible

loss

of

income

or

value

if

the

borrower

fails

to

return

the

securities,

collateral

investments

decline

in

value,

and

the

lending

agent

fails

to

perform.

Securities

lending

revenue

consists

of

earnings

on

invested

collateral

and

borrowing

fees,

net

of

any

rebates

to

the

borrower,

compensation

to

the

lending

agent,

and

other

administrative

costs.

In

accordance

with

GAAP,

investments

made

with

cash

collateral

are

reflected

in

the

accompanying

financial

statements,

but

collateral

received

in

the

form

of

securities

is

not.

At

December

31,

2023,

there

were

no

securities

on

loan. 

Other 

Purchases

and

sales

of

portfolio

securities

other

than

in-kind

transactions,

if

any,

and short-term securities

aggregated $10,306,258,000 and

$8,908,495,000,

respectively,

for

the

year ended

December

31,

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.

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.

T.

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PRICE

All-Cap

Opportunities

Fund

37

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

deemed

distributions

on

shareholder

redemptions.

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

At

December

31,

2023,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were as

follows:

At

December

31,

2023,

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.

($000s)

December

31,

2023

December

31,

2022

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

281,621‌

$

6,390‌

Long-term

capital

gain

276,243‌

232,468‌

Total

distributions

$

557,864‌

$

238,858‌

($000s)

Cost

of

investments

$

8,730,310‌

Unrealized

appreciation

$

2,834,925‌

Unrealized

depreciation

(159,018‌)

Net

unrealized

appreciation

(depreciation)

$

2,675,907‌

($000s)

Undistributed

ordinary

income

$

67,476‌

Undistributed

long-term

capital

gain

102,365‌

Net

unrealized

appreciation

(depreciation)

2,675,907‌

Total

distributable

earnings

(loss)

$

2,845,748‌

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

38

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

agreement

between

the

fund

and

Price

Associates

provides

for

an

annual

investment

management

fee,

which

is

computed

daily

and

paid

monthly. The

fee

consists

of

an

individual

fund

fee,

equal

to

0.35%

of

the

fund’s

average

daily

net

assets,

and

a

group

fee.

The

group

fee

rate

is

calculated

based

on

the

combined

net

assets

of

certain

mutual

funds

sponsored

by

Price

Associates

(the

group)

applied

to

a

graduated

fee

schedule,

with

rates

ranging

from

0.48%

for

the

first

$1

billion

of

assets

to

0.260%

for

assets

in

excess

of

$845

billion.

The

fund’s

group

fee

is

determined

by

applying

the

group

fee

rate

to

the

fund’s

average

daily

net

assets. At

December

31,

2023,

the

effective

annual

group

fee

rate

was

0.29%.

Effective

November

1,

2023,

the Investor Class

is

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

date

indicated

in

the

table

below.

Prior

to

November

1,

2023,

the

Investor Class

was

not

subject

to

a

contractual

expense

limitation.

Effective

June

1,

2023,

the Advisor Class

is

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

date

indicated

in

the

table

below.

Prior

to

June

1,

2023,

the

Advisor Class

was

not

subject

to

a

contractual

expense

limitation.

During

the

limitation

period,

Price

Associates

is required

to

waive or

pay

any

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary expenses;

and

acquired

fund

fees

and

expenses) that

would

otherwise

cause

the

class’s

ratio

of

annualized

total

expenses

to

average

net

assets

(net

expense

ratio)

to

exceed

its

expense

limitation.

The

class

is

required

to

repay

Price

Associates

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

39

for

expenses

previously

waived/paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

net

expense

ratio

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

expense

limitation

in

place

at

the

time

such

amounts

were

waived;

or

(2)

the

class’s

current

expense

limitation.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

The

I

Class

is

also

subject

to

an

operating

expense

limitation

(I

Class

Limit)

pursuant

to

which

Price

Associates

is

contractually

required

to

pay

all

operating

expenses

of

the

I

Class,

excluding

management

fees;

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage; non-recurring,

extraordinary expenses; and

acquired

fund

fees

and

expenses, to

the

extent

such

operating

expenses,

on

an

annualized

basis,

exceed

the

I

Class

Limit. This

agreement

will

continue

through

the

expense

limitation

date

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

The

I

Class

is

required

to

repay

Price

Associates

for

expenses

previously

paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

operating

expenses

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

I

Class

Limit

in

place

at

the

time

such

amounts

were

paid;

or

(2)

the

current

I

Class

Limit.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

In

addition,

the

fund

has

entered

into

service

agreements

with

Price

Associates

and

two

wholly

owned

subsidiaries

of

Price

Associates,

each

an

affiliate

of

the

fund

(collectively,

Price).

Price

Associates

provides

certain

accounting

and

administrative

services

to

the

fund.

T.

Rowe

Price

Services,

Inc.

provides

shareholder

and

administrative

services

in

its

capacity

as

the

fund’s

transfer

and

dividend-disbursing

agent.

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

provides

subaccounting

and

recordkeeping

services

for

certain

retirement

accounts

invested

in

the

Investor

Class

and

Advisor

Class.

For

the

year

ended

December

31,

2023,

expenses

incurred

pursuant

to

these

service

agreements

were

$112,000

for

Price

Associates;

$2,029,000

for

T.

Rowe

Price

Services,

Inc.;

and

$382,000

for

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

All

amounts

due

to

and

due

from

Price,

exclusive

of

investment

management

fees

payable,

are

presented

net

on

the

accompanying

Statement

of

Assets

and

Liabilities.

Investor

Class

Advisor

Class

I

Class

Expense

limitation/I

Class

Limit

0.99%

1.24%

0.05%

Expense

limitation

date

04/30/26

04/30/26

04/30/26

(Waived)/repaid

during

the

period

($000s)

$—

$—

$—

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

40

T.

Rowe

Price

Investment

Services,

Inc.

(Investment

Services)

serves

as

distributor

to

the

fund.

Pursuant

to

an

underwriting

agreement,

no

compensation

for

any

distribution

services

provided

is

paid

to

Investment

Services

by

the

fund

(except

for

12b-1

fees

under

a

Board-approved

Rule

12b-1

plan).

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.

As

of

December

31,

2023,

T.

Rowe

Price

Group,

Inc.,

or

its

wholly

owned

subsidiaries,

owned

387,288

shares

of

the

I

Class,

representing

1%

of

the

I

Class's

net

assets. 

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,

2023,

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.

This

agreement

may

be

rescinded

at

any

time.

For

the

year ended

December

31,

2023,

this

reimbursement

amounted

to

$344,000,

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

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.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

41

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.

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

All-Cap

Opportunities

Fund

42

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Directors

and

Shareholders

of

T.

Rowe

Price

All-Cap

Opportunities

Fund,

Inc.

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

portfolio

of

investments,

of

T.

Rowe

Price

All-Cap

Opportunities

Fund,

Inc.

(the

"Fund")

as

of

December

31,

2023,

the

related

statement

of

operations

for

the

year

ended

December

31,

2023,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2023,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

December

31,

2023

(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,

2023,

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,

2023

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

December

31,

2023

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.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

43

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,

2023

by

correspondence

with

the

custodians,

transfer

agent

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.   

/s/

PricewaterhouseCoopers

LLP

Baltimore,

Maryland

February

16,

2024

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

(continued)

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

44

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 12/31/23

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:

$254,384,000 from

short-term

capital

gains 

$295,654,000 from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%

For

taxable

non-corporate

shareholders,

$84,735,000 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,

$70,061,000

of

the

fund's

income

qualifies

for

the

dividends-

received

deduction.  

For

individuals

and

certain

trusts

and

estates

which

are

entitled

to

claim

a

deduction

of

up

to

20%

of

their

combined

qualified

real

estate

investment

trust

(REIT)

dividends,

$1,178,000 of

the

fund's

income

qualifies

as

qualified

real

estate

investment

trust

(REIT)

dividends.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

45

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

.

TAILORED

SHAREHOLDER

REPORTS

FOR

MUTUAL

FUNDS

AND

EXCHANGE

TRADED

FUNDS

In

October

2022,

the

Securities

and

Exchange

Commission

(SEC)

adopted

rule

and

form

amendments

requiring

Mutual

Funds

and

Exchange-Traded

Funds

to

transmit

concise

and

visually

engaging

streamlined

annual

and

semiannual

reports

that

highlight

key

information

to

shareholders.

Other

information,

including

financial

statements,

will

no

longer

appear

in

the

funds’

shareholder

reports

but

will

be

available

online,

delivered

free

of

charge

upon

request,

and

filed

on

a

semiannual

basis

on

Form

N-CSR.

The

rule

and

form

amendments

have

a

compliance

date

of

July

24,

2024.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

46

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

24,

2023,

the

Board

was

presented

with

an

annual

assessment

that

was

prepared

by

the

LRC

on

behalf

of

the

Adviser

and

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.

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

47

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,

2022,

through

March

31,

2023.

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.

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

(continued)

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

48

ABOUT

THE

FUND'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

Associates,

Inc. (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)

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

[209]

President

and

Chief

Executive

Officer,

Federal

Home

Loan

Bank

of

San

Francisco

(2021

to

present);

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)

Melody

Bianchetto

(1966)

2023

[209]

Vice

President

for

Finance,

University

of

Virginia

(2015

to

2023)

Bruce

W.

Duncan

(1951)

2013

[209]

President,

Chief

Executive

Officer,

and

Director,

CyrusOne,

Inc.

(2020

to

2021);

Chair

of

the

Board

(2016

to

2020)

and

President

(2009

to

2016),

First

Industrial

Realty

Trust,

owner

and

operator

of

industrial

properties;

Member,

Investment

Company

Institute

Board

of

Governors

(2017

to

2019);

Member,

Independent

Directors

Council

Governing

Board

(2017

to

2019);

Senior

Advisor,

KKR

(2018

to

2022);

Director,

Boston

Properties

(2016

to

present);

Director,

Marriott

International,

Inc.

(2016

to

2020)

Robert

J.

Gerrard,

Jr.

(1952)

2012

[209]

Chair

of

the

Board,

all

funds

(July

2018

to

present)

Paul

F.

McBride

(1956)

2013

[209]

Advisory

Board

Member,

Vizzia

Technologies

(2015

to

present);

Board

Member,

Dunbar

Armored

(2012

to

2018)

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

49

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

Mark

J.

Parrell

(1966)

2023

[209]

Board

of

Trustees

Member

and

Chief

Executive

Officer

(2019

to

present),

President

(2018

to

present),

Executive

Vice

President

and

Chief

Financial

Officer

(2007

to

2018),

and

Senior

Vice

President

and

Treasurer

(2005

to

2007),

EQR;

Member,

Nareit

Dividends

Through

Diversity,

Equity

&

Inclusion

CEO

Council

and

Chair,

Nareit

2021

Audit

and

Investment

Committee

(2021);

Advisory

Board,

Ross

Business

School

at

University

of

Michigan

(2015

to

2016);

Member,

National

Multifamily

Housing

Council

and

served

as

Chair

of

the

Finance

Committee

(2015

to

2016);

Member,

Economic

Club

of

Chicago;

Director,

Brookdale

Senior

Living,

Inc.

(2015

to

2017);

Director,

Aviv

REIT,

Inc.

(2013

to

2015);

Director,

Real

Estate

Roundtable

and

the

2022

Executive

Board

Nareit;

Board

of

Directors

and

Chair

of

the

Finance

Committee,

Greater

Chicago

Food

Depository

Kellye

L.

Walker

(1966)

2021

[209]

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,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

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

[209]

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

INDEPENDENT

DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

50

OFFICERS

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

Eric

L.

Veiel,

CFA

(1972)

2022

[209]

Director

and

Vice

President,

T.

Rowe

Price;

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company;

Vice

President,

Global

Funds

(a)

All

information

about

the

interested

directors

was

current

as

of

December

31,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

Name

(Year

of

Birth)

Position

Held

With

All-Cap

Opportunities

Fund

Principal

Occupation(s) 

Jason R.

Adams

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ziad

Bakri,

M.D.,

CFA

(1980)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Armando

(Dino)

Capasso

(1974)

Chief

Compliance

Officer

and

Vice

President

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)

Shaun

M.

Currie

(1986)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

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

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

INTERESTED  DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

51

Name

(Year

of

Birth)

Position

Held

With

All-Cap

Opportunities

Fund

Principal

Occupation(s) 

Cheryl

Emory

(1963)

Assistant

Secretary 

Assistant

Vice

President

and

Assistant

Secretary,

T.

Rowe

Price;

Assistant

Secretary,

T.

Rowe

Price

Group,

Inc.,

Price

Investment

Management,

Price

International,

Price

Hong

Kong,

Price

Singapore,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Chris

Graff

(1985)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.;

formerly,

Partner-Investment

Team,

Sequoia

Capital

Global

Equities

(to

2020)

Cheryl

Hampton,

CPA

(1969)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company;

formerly,

Tax

Director,

Invesco

Ltd.

(to

2021);

Vice

President,

Oppenheimer

Funds,

Inc.

(to

2019)

Nabil

Hanano,

CFA

(1984)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Kate

Hobbs

(1982)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.;

formerly,

Portfolio

Manager,

Millennium

Partners

(to

2020);

Senior

Analyst,

Citadel

LLC,

Aptigon

Capital

(to

2018)

Jeffrey

Holford,

Ph.D.,

ACA

(1972)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Benjamin

Kersse,

CPA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Trust

Company

Paul

J.

Krug,

CPA

(1964)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Robert

P.

McDavid

(1972)

Vice

President

Vice

President,

T.

Rowe

Price, Price

Investment

Management, T.

Rowe

Price

Investment

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Dante

Pearson

(1990)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

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., T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Dominic

Rizzo

(1993)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

All-Cap

Opportunities

Fund

52

Name

(Year

of

Birth)

Position

Held

With

All-Cap

Opportunities

Fund

Principal

Occupation(s) 

Richard

Sennett,

CPA

(1970)

Assistant

Treasurer

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Daniel

Shear

(1992)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.;

formerly,

student,

The

University

of

Chicago

Booth

School

of

Business

(to

2020);

summer

intern,

T.

Rowe

Price

(2019)

Anthony

B. Wang  (1989)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ari

Weisband  (1992)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc. 

Justin

P.

White  (1981)

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ellen

York

(1988)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(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.

202402-3282381

F60-050

2/24

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 Mr. Paul F. McBride qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. McBride 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:

		2023		2022
	Audit Fees		$24,714		$21,734
	Audit-Related Fees		-		-
	Tax Fees		-		-
	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 $1,524,000 and $2,037,000, 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 All-Cap Opportunities Fund, Inc.
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 16, 2024

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 16, 2024

By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	February 16, 2024