N-CSRS

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: 811-04400

T. Rowe Price Equity Income 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:  June 30, 2023

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Portfolio

Summary

Fund

Expense

Example

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

June

30,

2023

SemiAnnual

Report

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

PRFDX

Equity

Income

Fund

–

.

PAFDX

Equity

Income

Fund–

.

Advisor  Class

RRFDX

Equity

Income

Fund–

.

R  Class

REIPX

Equity

Income

Fund–

.

I  Class

TRZQX

Equity

Income

Fund–

.

Z Class

T.

ROWE

PRICE

Equity

Income

Fund

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

Certain

mutual

fund

accounts

that

are

assessed

an

annual

account

service

fee

can

also

save

money

by

switching

to

e-delivery.

T.

ROWE

PRICE

Equity

Income

Fund

Market

Commentary

1

Dear

Shareholder

Most

major

global

stock

and

bond

indexes

produced

positive

returns

during

the

first

half

of

your

fund’s

fiscal

year,

the

six-month

period

ended

June

30,

2023.

Despite

turmoil

in

the

banking

sector

and

a

protracted

debt

ceiling

standoff,

markets

were

resilient

as

growth

remained

positive

in

the

major

economies

and

corporate

earnings

results

came

in

stronger

than

expected.

For

the

six-month

period,

the

technology-oriented

Nasdaq

Composite

Index

gained

more

than

30%,

the

strongest

result

of

the

major

benchmarks,

as

tech

companies

benefited

from

investor

enthusiasm

for

artificial

intelligence

applications.

Growth

stocks

outperformed

value

shares,

and

developed

market

stocks

generally

outpaced

their

emerging

market

counterparts.

Currency

movements

were

mixed

over

the

period,

although

a

weaker

dollar

versus

major

European

currencies

was

beneficial

for

U.S.

investors

in

European

securities.

Within

the

S&P

500

Index,

the

information

technology,

communication

services,

and

consumer

discretionary

sectors

were

all

lifted

by

the

tech

rally

and

recorded

significant

gains.

Conversely,

the

defensive

utilities

sector

had

the

weakest

returns

in

the

growth-focused

environment,

and

the

energy

sector

also

lost

ground

amid

declining

oil

prices.

The

financials

sector

partly

recovered

from

the

failure

of

three

large

regional

banks

during

the

period

but

still

finished

with

modest

losses.

Cheaper

oil

contributed

to

slowing

inflation,

although

core

inflation

readings—

which

exclude

volatile

food

and

energy

prices—remained

stubbornly

high.

In

response,

the

Federal

Reserve

raised

its

short-term

lending

benchmark

rate

to

a

target

range

of

5.00%

to

5.25%

by

early

May,

the

highest

level

since

2007.

The

Fed

held

rates

steady

at

its

June

meeting,

but

policymakers

indicated

that

two

more

rate

hikes

could

come

by

the

end

of

the

year.

In

the

fixed

income

market,

returns

were

generally

positive

across

most

sectors

as

investors

benefited

from

the

higher

interest

rates

that

have

become

available

over

the

past

year.

Investment-grade

corporate

bonds

were

supported

by

generally

solid

balance

sheets

and

were

among

the

strongest

performers.

Global

economies

and

markets

showed

surprising

resilience

in

recent

months,

but,

moving

into

the

second

half

of

2023,

we

believe

investors

could

face

potential

challenges.

The

impact

of

the

Fed’s

rate

hikes

has

yet

to

be

fully

felt

in

the

economy,

and

while

the

regional

banking

turmoil

appears

to

have

been

contained

by

the

swift

actions

of

regulators,

it

could

weigh

on

credit

conditions.

Moreover,

market

consensus

still

seems

to

point

to

a

coming

recession,

although

hopes

have

emerged

that

such

a

downturn

could

be

more

modest.

T.

ROWE

PRICE

Equity

Income

Fund

2

We

believe

this

environment

makes

skilled

active

management

a

critical

tool

for

identifying

risks

and

opportunities,

and

our

investment

teams

will

continue

to

use

fundamental

research

to

identify

securities

that

can

add

value

to

your

portfolio

over

the

long

term.

You

may

notice

that

this

report

no

longer

contains

the

commentary

on

your

fund’s

performance

and

positioning

that

we

previously

included

in

the

semiannual

shareholder

letters.

The

Securities

and

Exchange

Commission

(SEC)

adopted

new

rules

in

January

that

will

require

fund

reports

to

transition

to

a

new

format

known

as

a

Tailored

Shareholder

Report.

This

change

will

require

a

much

more

concise

summary

of

performance

rather

than

the

level

of

detail

we

have

provided

historically

while

also

aiming

to

be

more

visually

engaging.

As

we

prepare

to

make

changes

to

the

annual

reports

to

meet

the

new

report

regulatory

requirements

by

mid-2024,

we

felt

the

time

was

right

to

discontinue

the

optional

six-month

semiannual

fund

letter

to

focus

on

the

changes

to

come.

While

semiannual

fund

letters

will

no

longer

be

produced,

you

may

continue

to

access

current

fund

information

as

well

as

insights

and

perspectives

from

our

investment

team

on

our

personal

investing

website.

Thank

you

for

your

continued

confidence

in

T.

Rowe

Price.

Sincerely, 

Robert

Sharps

CEO

and

President

T.

ROWE

PRICE

Equity

Income

Fund

Portfolio

Summary

3

SECTOR

DIVERSIFICATION

Percent

of

Net

Assets

12/31/22

6/30/23

Financials

21.0‌%

20.7‌%

Health

Care

17.7‌

17.5‌

Industrials

and

Business

Services

10.8‌

11.8‌

Energy

8.6‌

8.1‌

Information

Technology

6.9‌

8.0‌

Consumer

Staples

7.0‌

7.7‌

Utilities

8.4‌

7.3‌

Consumer

Discretionary

5.0‌

5.0‌

Communication

Services

5.1‌

4.6‌

Real

Estate

3.9‌

4.2‌

Materials

4.3‌

3.5‌

Other

and

Reserves

1.3‌

1.6‌

Total

100.0‌%

100.0‌%

Historical

weightings

reflect

current

industry/sector

classifications.

T.

ROWE

PRICE

Equity

Income

Fund

4

PORTFOLIO

HIGHLIGHTS

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

6/30/23

Southern

3.1‌%

Wells

Fargo

2.9‌ 

TotalEnergies

2.8‌ 

General

Electric

2.4‌ 

QUALCOMM

2.4‌ 

American

International

Group

2.3‌

Elevance

Health

2.2‌

Becton

Dickinson

&

Company

2.2‌

Johnson

&

Johnson

2.1‌

Chubb

1.9‌

News

1.9‌

Philip

Morris

International

1.8‌

Microsoft

1.8‌

Weyerhaeuser

1.7‌

L3Harris

Technologies

1.7‌

CF

Industries

Holdings

1.6‌

Equitable

Holdings

1.6‌

Equity

Residential

1.5‌

Exxon

Mobil

1.5‌

Dominion

Energy

1.4‌

United

Parcel

Service

1.4‌

Zimmer

Biomet

Holdings

1.3‌

MetLife

1.3‌

Conagra

Brands

1.3‌

Boeing

1.2‌

Total

47.3‌%

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

Equity

Income

Fund

5

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

five

share

classes:

The

original

share

class

(Investor

Class)

charges

no

distribution

and

service

(12b-1)

fee,

Advisor

Class

shares

are

offered

only

through

unaffiliated

brokers

and

other

financial

intermediaries

and

charge

a

0.25%

12b-1

fee,

R

Class

shares

are

available

to

retirement

plans

serviced

by

intermediaries

and

charge

a

0.50%

12b-1

fee,

I

Class

shares

are

available

to

institutionally

oriented

clients

and

impose

no

12b-1

or

administrative

fee

payment,

and

Z

Class

shares

are

offered

only

to

funds

advised

by

T.

Rowe

Price

and

other

advisory

clients

of

T.

Rowe

Price

or

its

affiliates

that

are

subject

to

a

contractual

fee

for

investment

management

services

and

impose

no

12b-1

fee

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.

Note:

T.

Rowe

Price

charges

an

annual

account

service

fee

of

$20,

generally

for

accounts

with

less

than

$10,000.

The

fee

is

waived

for

any

investor

whose

T.

Rowe

Price

mutual

fund

accounts

total

$50,000

or

more;

accounts

electing

to

receive

electronic

delivery

of

account

statements,

transaction

confirmations,

prospectuses,

and

shareholder

reports;

or

accounts

of

an

investor

who

is

a

T.

Rowe

Price

Personal

Services

or

Enhanced

Personal

Services

client

(enrollment

in

these

programs

generally

requires

T.

Rowe

Price

assets

of

at

least

$250,000).

This

fee

is

not

included

in

the

accompanying

table.

If

you

are

subject

to

the

fee,

keep

it

in

mind

when

you

are

estimating

the

ongoing

expenses

of

investing

in

the

fund

and

when

comparing

the

expenses

of

this

fund

with

other

funds.

You

should

also

be

aware

that

the

expenses

shown

in

the

table

highlight

only

your

ongoing

costs

and

do

not

reflect

any

transaction

costs,

such

as

redemption

fees

or

sales

loads.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

To

the

extent

a

fund

charges

transaction

costs,

however,

the

total

cost

of

owning

that

fund

is

higher.

T.

ROWE

PRICE

Equity

Income

Fund

6

EQUITY

INCOME

FUND

Beginning

Account

Value

1/1/23

Ending

Account

Value

6/30/23

Expenses

Paid

During

Period*

1/1/23

to

6/30/23

Investor

Class

Actual

$1,000.00

$1,025.50

$3.42

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.42

  3.41

Advisor

Class

Actual

  1,000.00

  1,024.20

  4.52

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.33

  4.51

R

Class

Actual

  1,000.00

  1,022.70

  5.97

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,018.89

  5.96

I

Class

Actual

  1,000.00

  1,025.80

  2.86

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.97

  2.86

Z

Class

Actual

  1,000.00

  1,028.60

  0.00

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,024.79

  0.00

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(181),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.68%,

the

2

Advisor Class

was

0.90%,

the

3

R

Class

was

1.19%,

the

4

I Class

was

0.57%,

and

the

5

Z Class

was

0.00%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Equity

Income

Fund

(Unaudited)

Financial

Highlights

7

For

a

share

outstanding

throughout

each

period

Investor

Class

6

Months

.

Ended

6/30/23

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

32.68‌

$

35.99‌

$

31.24‌

$

32.08‌

$

27.30‌

$

33.34‌

Investment

activities

Net

investment

income

(1)(2)

0.35‌

0.70‌

0.61‌

0.66‌

0.75‌

0.72‌

Net

realized

and

unrealized

gain/loss

0.47‌

(1.85‌)

7.30‌

(0.39‌)

6.42‌

(3.64‌)

Total

from

investment

activities

0.82‌

(1.15‌)

7.91‌

0.27‌

(3)

7.17‌

(2.92‌)

Distributions

Net

investment

income

(0.34‌)

(0.70‌)

(0.63‌)

(0.68‌)

(0.76‌)

(0.73‌)

Net

realized

gain

—‌

(1.46‌)

(2.53‌)

(0.43‌)

(1.63‌)

(2.39‌)

Total

distributions

(0.34‌)

(2.16‌)

(3.16‌)

(1.11‌)

(2.39‌)

(3.12‌)

NET

ASSET

VALUE

End

of

period

$

33.16‌

$

32.68‌

$

35.99‌

$

31.24‌

$

32.08‌

$

27.30‌

T.

ROWE

PRICE

Equity

Income

Fund

(Unaudited)

Financial

Highlights

8

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

6

Months

.

Ended

6/30/23

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

Ratios/Supplemental

Data

Total

return

(2)(4)

2.55‌%

(3.28‌)%

25.68‌%

1.32‌%

26.58‌%

(9.30‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.68‌%

(5)

0.67‌%

0.63‌%

0.65‌%

0.64‌%

0.64‌%

Net

expenses

after

waivers/payments

by

Price

Associates

0.68‌%

(5)

0.67‌%

0.63‌%

0.65‌%

0.64‌%

0.64‌%

Net

investment

income

2.16‌%

(5)

2.00‌%

1.71‌%

2.41‌%

2.43‌%

2.17‌%

Portfolio

turnover

rate

9.4‌%

17.3‌%

19.4‌%

24.2‌%

17.5‌%

16.2‌%

Net

assets,

end

of

period

(in

millions)

$8,382

$8,601

$14,634

$14,251

$15,945

$14,158

0‌%

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

7

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

The

amount

presented

is

inconsistent

with

the

fund's

results

of

operations

because

of

the

timing

of

redemptions

of

fund

shares

in

relation

to

fluctuating

market

values

for

the

investment

portfolio.

(4)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(5)

Annualized

T.

ROWE

PRICE

Equity

Income

Fund

(Unaudited)

Financial

Highlights

9

For

a

share

outstanding

throughout

each

period

Advisor

Class

6

Months

.

Ended

6/30/23

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

32.57‌

$

35.89‌

$

31.17‌

$

31.99‌

$

27.23‌

$

33.26‌

Investment

activities

Net

investment

income

(1)(2)

0.31‌

0.59‌

0.50‌

0.58‌

0.64‌

0.61‌

Net

realized

and

unrealized

gain/loss

0.47‌

(1.84‌)

7.27‌

(0.38‌)

6.41‌

(3.62‌)

Total

from

investment

activities

0.78‌

(1.25‌)

7.77‌

0.20‌

(3)

7.05‌

(3.01‌)

Distributions

Net

investment

income

(0.31‌)

(0.61‌)

(0.52‌)

(0.59‌)

(0.66‌)

(0.63‌)

Net

realized

gain

—‌

(1.46‌)

(2.53‌)

(0.43‌)

(1.63‌)

(2.39‌)

Total

distributions

(0.31‌)

(2.07‌)

(3.05‌)

(1.02‌)

(2.29‌)

(3.02‌)

NET

ASSET

VALUE

End

of

period

$

33.04‌

$

32.57‌

$

35.89‌

$

31.17‌

$

31.99‌

$

27.23‌

T.

ROWE

PRICE

Equity

Income

Fund

(Unaudited)

Financial

Highlights

10

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Advisor

Class

6

Months

.

Ended

6/30/23

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

Ratios/Supplemental

Data

Total

return

(2)(4)

2.42‌%

(3.58‌)%

25.26‌%

1.05‌%

26.17‌%

(9.57‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.90‌%

(5)

1.00‌%

0.95‌%

0.95‌%

0.96‌%

0.94‌%

Net

expenses

after

waivers/payments

by

Price

Associates

0.90‌%

(5)

1.00‌%

0.95‌%

0.95‌%

0.96‌%

0.94‌%

Net

investment

income

1.93‌%

(5)

1.70‌%

1.39‌%

2.11‌%

2.09‌%

1.85‌%

Portfolio

turnover

rate

9.4‌%

17.3‌%

19.4‌%

24.2‌%

17.5‌%

16.2‌%

Net

assets,

end

of

period

(in

millions)

$151

$156

$189

$186

$258

$294

0‌%

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

7

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

The

amount

presented

is

inconsistent

with

the

fund's

results

of

operations

because

of

the

timing

of

redemptions

of

fund

shares

in

relation

to

fluctuating

market

values

for

the

investment

portfolio.

(4)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(5)

Annualized

T.

ROWE

PRICE

Equity

Income

Fund

(Unaudited)

Financial

Highlights

11

For

a

share

outstanding

throughout

each

period

R

Class

6

Months

.

Ended

6/30/23

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

32.50‌

$

35.83‌

$

31.13‌

$

31.95‌

$

27.18‌

$

33.20‌

Investment

activities

Net

investment

income

(1)(2)

0.27‌

0.51‌

0.40‌

0.49‌

0.56‌

0.51‌

Net

realized

and

unrealized

gain/loss

0.46‌

(1.84‌)

7.26‌

(0.37‌)

6.41‌

(3.61‌)

Total

from

investment

activities

0.73‌

(1.33‌)

7.66‌

0.12‌

(3)

6.97‌

(3.10‌)

Distributions

Net

investment

income

(0.26‌)

(0.54‌)

(0.43‌)

(0.51‌)

(0.57‌)

(0.53‌)

Net

realized

gain

—‌

(1.46‌)

(2.53‌)

(0.43‌)

(1.63‌)

(2.39‌)

Total

distributions

(0.26‌)

(2.00‌)

(2.96‌)

(0.94‌)

(2.20‌)

(2.92‌)

NET

ASSET

VALUE

End

of

period

$

32.97‌

$

32.50‌

$

35.83‌

$

31.13‌

$

31.95‌

$

27.18‌

T.

ROWE

PRICE

Equity

Income

Fund

(Unaudited)

Financial

Highlights

12

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

R

Class

6

Months

.

Ended

6/30/23

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

Ratios/Supplemental

Data

Total

return

(2)(4)

2.27‌%

(3.81‌)%

24.92‌%

0.73‌%

25.90‌%

(9.84‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.19‌%

(5)

1.22‌%

1.22‌%

1.25‌%

1.23‌%

1.22‌%

Net

expenses

after

waivers/payments

by

Price

Associates

1.19‌%

(5)

1.22‌%

1.22‌%

1.25‌%

1.23‌%

1.22‌%

Net

investment

income

1.65‌%

(5)

1.48‌%

1.11‌%

1.80‌%

1.83‌%

1.56‌%

Portfolio

turnover

rate

9.4‌%

17.3‌%

19.4‌%

24.2‌%

17.5‌%

16.2‌%

Net

assets,

end

of

period

(in

thousands)

$42,976

$45,812

$50,484

$48,020

$64,181

$65,393

0‌%

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

7

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

The

amount

presented

is

inconsistent

with

the

fund's

results

of

operations

because

of

the

timing

of

redemptions

of

fund

shares

in

relation

to

fluctuating

market

values

for

the

investment

portfolio.

(4)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(5)

Annualized

T.

ROWE

PRICE

Equity

Income

Fund

(Unaudited)

Financial

Highlights

13

For

a

share

outstanding

throughout

each

period

I

Class

6

Months

.

Ended

6/30/23

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

NET

ASSET

VALUE

Beginning

of

period

$

32.66‌

$

35.99‌

$

31.25‌

$

32.09‌

$

27.31‌

$

33.35‌

Investment

activities

Net

investment

income

(1)(2)

0.37‌

0.76‌

0.65‌

0.69‌

0.78‌

0.75‌

Net

realized

and

unrealized

gain/loss

0.46‌

(1.86‌)

7.29‌

(0.39‌)

6.42‌

(3.64‌)

Total

from

investment

activities

0.83‌

(1.10‌)

7.94‌

0.30‌

(3)

7.20‌

(2.89‌)

Distributions

Net

investment

income

(0.36‌)

(0.77‌)

(0.67‌)

(0.71‌)

(0.79‌)

(0.76‌)

Net

realized

gain

—‌

(1.46‌)

(2.53‌)

(0.43‌)

(1.63‌)

(2.39‌)

Total

distributions

(0.36‌)

(2.23‌)

(3.20‌)

(1.14‌)

(2.42‌)

(3.15‌)

NET

ASSET

VALUE

End

of

period

$

33.13‌

$

32.66‌

$

35.99‌

$

31.25‌

$

32.09‌

$

27.31‌

T.

ROWE

PRICE

Equity

Income

Fund

(Unaudited)

Financial

Highlights

14

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

6

Months

.

Ended

6/30/23

..

Year

..

..

Ended

.

12/31/22

12/31/21

12/31/20

12/31/19

12/31/18

Ratios/Supplemental

Data

Total

return

(2)(4)

2.58‌%

(3.12‌)%

25.77‌%

1.44‌%

26.69‌%

(9.21‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.57‌%

(5)

0.56‌%

0.53‌%

0.55‌%

0.54‌%

0.54‌%

Net

expenses

after

waivers/payments

by

Price

Associates

0.57‌%

(5)

0.56‌%

0.53‌%

0.55‌%

0.54‌%

0.54‌%

Net

investment

income

2.27‌%

(5)

2.20‌%

1.81‌%

2.51‌%

2.53‌%

2.28‌%

Portfolio

turnover

rate

9.4‌%

17.3‌%

19.4‌%

24.2‌%

17.5‌%

16.2‌%

Net

assets,

end

of

period

(in

millions)

$7,299

$7,431

$3,065

$2,334

$4,734

$3,899

0‌%

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

7

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

The

amount

presented

is

inconsistent

with

the

fund's

results

of

operations

because

of

the

timing

of

redemptions

of

fund

shares

in

relation

to

fluctuating

market

values

for

the

investment

portfolio.

(4)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(5)

Annualized

T.

ROWE

PRICE

Equity

Income

Fund

(Unaudited)

Financial

Highlights

15

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Z

Class

(1)

6

Months

.

Ended

6/30/23

.

.

Year

Ended

12/31/22

2/22/21

(1)

Through

12/31/21

NET

ASSET

VALUE

Beginning

of

period

$

32.70‌

$

36.01‌

$

33.65‌

Investment

activities

Net

investment

income

(2)(3)

0.46‌

0.93‌

0.73‌

Net

realized

and

unrealized

gain/loss

0.46‌

(1.84‌)

4.97‌

Total

from

investment

activities

0.92‌

(0.91‌)

5.70‌

Distributions

Net

investment

income

(0.45‌)

(0.94‌)

(0.81‌)

Net

realized

gain

—‌

(1.46‌)

(2.53‌)

Total

distributions

(0.45‌)

(2.40‌)

(3.34‌)

NET

ASSET

VALUE

End

of

period

$

33.17‌

$

32.70‌

$

36.01‌

Ratios/Supplemental

Data

Total

return

(3)(4)

2.86‌%

(2.60‌)%

17.31‌%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

0.54‌%

(5)

0.54‌%

0.53‌%

(5)

Net

expenses

after

waivers/payments

by

Price

Associates

0.00‌%

(5)

0.00‌%

0.00‌%

(5)

Net

investment

income

2.84‌%

(5)

2.68‌%

2.32‌%

(5)

Portfolio

turnover

rate

9.4‌%

17.3‌%

19.4‌%

Net

assets,

end

of

period

(in

millions)

$1,039

$1,046

$1,389

0‌%

0‌%

0‌%

(1)

Inception

date

(2)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(3)

See

Note

7

for

details

of

expense-related

arrangements

with

Price

Associates.

(4)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(5)

Annualized

T.

ROWE

PRICE

Equity

Income

Fund

June

30,

2023

(Unaudited)

16

Portfolio

of

Investments

‡

Shares

$

Value

(Cost

and

value

in

$000s)

‡

COMMON

STOCKS

96.1%

COMMUNICATION

SERVICES

4.6%

Diversified

Telecommunication

Services

0.8%

AT&T 

1,500,000‌

23,925‌

Verizon

Communications 

3,020,000‌

112,314‌

136,239‌

Entertainment

1.2%

Walt

Disney  (1)

2,245,000‌

200,434‌

200,434‌

Interactive

Media

&

Services

0.3%

Meta

Platforms,

Class

A  (1)

145,000‌

41,612‌

41,612‌

Media

2.3%

Comcast,

Class

A 

1,820,000‌

75,621‌

News,

Class

A 

14,360,000‌

280,020‌

News,

Class

B 

1,540,000‌

30,369‌

Paramount

Global,

Class

B 

460,000‌

7,318‌

393,328‌

Total

Communication

Services

771,613‌

CONSUMER

DISCRETIONARY

3.1%

Broadline

Retail

0.4%

Kohl's 

3,220,000‌

74,221‌

74,221‌

Hotels,

Restaurants

&

Leisure

1.0%

Las

Vegas

Sands  (1)

2,940,000‌

170,520‌

170,520‌

Leisure

Products

0.7%

Mattel (1)

6,270,000‌

122,516‌

122,516‌

Specialty

Retail

1.0%

Best

Buy 

940,000‌

77,033‌

TJX 

1,135,000‌

96,237‌

173,270‌

Total

Consumer

Discretionary

540,527‌

CONSUMER

STAPLES

7.8%

Beverages

0.6%

Constellation

Brands,

Class

A 

420,000‌

103,375‌

103,375‌

T.

ROWE

PRICE

Equity

Income

Fund

17

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Consumer

Staples

Distribution

&

Retail

1.2%

Target 

170,000‌

22,423‌

Walmart 

1,125,000‌

176,827‌

199,250‌

Food

Products

2.3%

Conagra

Brands 

6,530,000‌

220,192‌

Mondelez

International,

Class

A 

330,000‌

24,070‌

Tyson

Foods,

Class

A 

2,730,000‌

139,339‌

383,601‌

Household

Products

1.7%

Colgate-Palmolive 

1,050,000‌

80,892‌

Kimberly-Clark 

1,455,000‌

200,877‌

281,769‌

Personal

Care

Products

0.2%

Kenvue (1)

1,300,000‌

34,346‌

34,346‌

Tobacco

1.8%

Philip

Morris

International 

3,130,000‌

305,551‌

305,551‌

Total

Consumer

Staples

1,307,892‌

ENERGY

8.1%

Oil,

Gas

&

Consumable

Fuels

8.1%

Chevron 

360,000‌

56,646‌

Enbridge 

1,150,000‌

42,723‌

EOG

Resources 

1,295,000‌

148,200‌

EQT 

910,000‌

37,428‌

Exxon

Mobil 

2,335,000‌

250,429‌

Hess 

1,090,000‌

148,185‌

Suncor

Energy 

800,000‌

23,456‌

TC

Energy 

3,590,000‌

145,072‌

TotalEnergies

(EUR) 

6,550,000‌

376,000‌

TotalEnergies,

ADR 

1,610,000‌

92,800‌

Williams 

1,530,000‌

49,924‌

Total

Energy

1,370,863‌

FINANCIALS

20.7%

Banks

7.9%

Bank

of

America 

2,870,000‌

82,340‌

Citigroup 

1,650,000‌

75,966‌

Fifth

Third

Bancorp 

6,690,000‌

175,345‌

Huntington

Bancshares 

14,290,000‌

154,046‌

JPMorgan

Chase 

1,130,000‌

164,347‌

PNC

Financial

Services

Group 

260,000‌

32,747‌

T.

ROWE

PRICE

Equity

Income

Fund

18

Shares

$

Value

(Cost

and

value

in

$000s)

‡

U.S.

Bancorp 

4,760,000‌

157,271‌

Wells

Fargo 

11,580,000‌

494,234‌

1,336,296‌

Capital

Markets

2.4%

Carlyle

Group 

1,790,000‌

57,191‌

Charles

Schwab 

1,430,000‌

81,052‌

Franklin

Resources 

570,000‌

15,225‌

Goldman

Sachs

Group 

150,000‌

48,381‌

Morgan

Stanley 

1,295,000‌

110,593‌

Raymond

James

Financial 

490,000‌

50,847‌

State

Street 

530,000‌

38,785‌

402,074‌

Financial

Services

3.0%

Apollo

Global

Management 

590,000‌

45,318‌

Equitable

Holdings 

9,910,000‌

269,155‌

Fiserv  (1)

1,580,000‌

199,317‌

513,790‌

Insurance

7.4%

American

International

Group 

6,660,000‌

383,216‌

Chubb 

1,665,000‌

320,612‌

Hartford

Financial

Services

Group 

2,240,000‌

161,325‌

Loews 

2,820,000‌

167,452‌

MetLife 

3,920,000‌

221,598‌

1,254,203‌

Total

Financials

3,506,363‌

HEALTH

CARE

17.4%

Biotechnology

1.3%

AbbVie 

1,160,000‌

156,287‌

Biogen  (1)

195,000‌

55,546‌

211,833‌

Health

Care

Equipment

&

Supplies

5.1%

Becton

Dickinson

&

Company 

1,382,000‌

364,862‌

GE

HealthCare

Technologies 

1,315,000‌

106,831‌

Medtronic 

1,935,000‌

170,473‌

Zimmer

Biomet

Holdings 

1,550,000‌

225,680‌

867,846‌

Health

Care

Providers

&

Services

4.9%

Cardinal

Health 

635,000‌

60,052‌

Centene  (1)

540,000‌

36,423‌

Cigna

Group 

620,000‌

173,972‌

CVS

Health 

2,580,000‌

178,355‌

Elevance

Health 

842,400‌

374,270‌

T.

ROWE

PRICE

Equity

Income

Fund

19

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Humana 

26,200‌

11,715‌

834,787‌

Pharmaceuticals

6.1%

AstraZeneca,

ADR 

1,480,000‌

105,924‌

Johnson

&

Johnson 

2,135,000‌

353,385‌

Merck 

1,455,000‌

167,892‌

Pfizer 

4,630,000‌

169,828‌

Sanofi

(EUR) 

1,120,000‌

120,575‌

Sanofi,

ADR 

330,000‌

17,787‌

Viatris 

9,920,000‌

99,002‌

1,034,393‌

Total

Health

Care

2,948,859‌

INDUSTRIALS

&

BUSINESS

SERVICES

11.7%

Aerospace

&

Defense

2.9%

Boeing (1)

990,000‌

209,049‌

L3Harris

Technologies 

1,460,000‌

285,824‌

494,873‌

Air

Freight

&

Logistics

1.4%

United

Parcel

Service,

Class

B 

1,325,000‌

237,506‌

237,506‌

Commercial

Services

&

Supplies

0.5%

Stericycle (1)

1,950,000‌

90,558‌

90,558‌

Ground

Transportation

0.7%

Norfolk

Southern 

205,000‌

46,486‌

Union

Pacific 

380,000‌

77,755‌

124,241‌

Industrial

Conglomerates

3.7%

3M 

335,000‌

33,530‌

General

Electric 

3,740,000‌

410,839‌

Siemens

(EUR) 

1,115,000‌

185,872‌

630,241‌

Machinery

1.5%

Cummins 

210,000‌

51,484‌

Flowserve 

380,000‌

14,117‌

Stanley

Black

&

Decker 

2,060,000‌

193,042‌

258,643‌

Passenger

Airlines

1.0%

Southwest

Airlines 

4,410,000‌

159,686‌

159,686‌

Total

Industrials

&

Business

Services

1,995,748‌

T.

ROWE

PRICE

Equity

Income

Fund

20

Shares

$

Value

(Cost

and

value

in

$000s)

‡

INFORMATION

TECHNOLOGY

8.0%

Communications

Equipment

0.2%

Cisco

Systems 

680,000‌

35,183‌

35,183‌

Electronic

Equipment,

Instruments

&

Components

0.4%

TE

Connectivity 

490,000‌

68,678‌

68,678‌

IT

Services

0.5%

Accenture,

Class

A 

270,000‌

83,317‌

83,317‌

Semiconductors

&

Semiconductor

Equipment

4.4%

Applied

Materials 

1,275,000‌

184,288‌

QUALCOMM 

3,445,000‌

410,093‌

Texas

Instruments 

835,000‌

150,317‌

744,698‌

Software

1.8%

Microsoft 

870,000‌

296,270‌

296,270‌

Technology

Hardware,

Storage

&

Peripherals

0.7%

Samsung

Electronics

(KRW) 

2,270,000‌

124,994‌

124,994‌

Total

Information

Technology

1,353,140‌

MATERIALS

3.6%

Chemicals

2.4%

CF

Industries

Holdings 

3,980,000‌

276,291‌

DuPont

de

Nemours 

130,000‌

9,287‌

International

Flavors

&

Fragrances 

820,000‌

65,264‌

RPM

International 

545,000‌

48,903‌

399,745‌

Containers

&

Packaging

1.2%

International

Paper 

6,160,000‌

195,950‌

195,950‌

Total

Materials

595,695‌

REAL

ESTATE

4.2%

Health

Care

Real

Estate

Investment

Trusts

0.2%

Welltower,

REIT 

330,000‌

26,694‌

26,694‌

Office

Real

Estate

Investment

Trusts

0.0%

Vornado

Realty

Trust,

REIT 

280,000‌

5,079‌

T.

ROWE

PRICE

Equity

Income

Fund

21

Shares

$

Value

(Cost

and

value

in

$000s)

‡

5,079‌

Residential

Real

Estate

Investment

Trusts

1.5%

Equity

Residential,

REIT 

3,810,000‌

251,346‌

251,346‌

Specialized

Real

Estate

Investment

Trusts

2.5%

Rayonier,

REIT 

4,280,000‌

134,392‌

Weyerhaeuser,

REIT 

8,580,000‌

287,516‌

421,908‌

Total

Real

Estate

705,027‌

UTILITIES

6.9%

Electric

Utilities

3.6%

NextEra

Energy 

760,000‌

56,392‌

PG&E  (1)

1,500,000‌

25,920‌

Southern 

7,460,000‌

524,065‌

606,377‌

Multi-Utilities

3.3%

Ameren 

1,190,000‌

97,187‌

Dominion

Energy 

4,660,000‌

241,341‌

NiSource 

1,410,000‌

38,564‌

Sempra

Energy 

1,175,000‌

171,068‌

548,160‌

Total

Utilities

1,154,537‌

Total

Common

Stocks

(Cost

$11,908,788)

16,250,264‌

CONVERTIBLE

PREFERRED

STOCKS

0.5%

UTILITIES

0.5%

Electric

Utilities

0.2%

NextEra

Energy,

6.926%,

9/1/25 

710,000‌

32,291‌

32,291‌

Multi-Utilities

0.3%

NiSource,

7.75%,

3/1/24 

520,000‌

52,814‌

52,814‌

Total

Utilities

85,105‌

Total

Convertible

Preferred

Stocks

(Cost

$86,610)

85,105‌

PREFERRED

STOCKS

1.8%

CONSUMER

DISCRETIONARY

1.8%

Automobiles

1.8%

Dr

Ing

hc

F

Porsche

(EUR) 

1,140,000‌

141,621‌

T.

ROWE

PRICE

Equity

Income

Fund

22

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Volkswagen

(EUR) 

1,260,000‌

169,435‌

Total

Consumer

Discretionary

311,056‌

Total

Preferred

Stocks

(Cost

$296,478)

311,056‌

SHORT-TERM

INVESTMENTS

1.4%

Money

Market

Funds

1.4%

T.

Rowe

Price

Government

Reserve

Fund,

5.13%  (2)(3)

229,926,185‌

229,926‌

Total

Short-Term

Investments

(Cost

$229,926)

229,926‌

Total

Investments

in

Securities

99.8%

of

Net

Assets

(Cost

$12,521,802)

$

16,876,351‌

‡

Shares

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

Non-income

producing

(2)

Seven-day

yield

(3)

Affiliated

Companies

ADR

American

Depositary

Receipts

EUR

Euro

KRW

South

Korean

Won

REIT

A

domestic

Real

Estate

Investment

Trust

whose

distributions

pass-through

with

original

tax

character

to

the

shareholder

T.

ROWE

PRICE

Equity

Income

Fund

23

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

AFFILIATED

COMPANIES

($000s)

The

fund

may

invest

in

certain

securities

that

are

considered

affiliated

companies.

As

defined

by

the

1940

Act,

an

affiliated

company

is

one

in

which

the

fund

owns

5%

or

more

of

the

outstanding

voting

securities,

or

a

company

that

is

under

common

ownership

or

control.

The

following

securities

were

considered

affiliated

companies

for

all

or

some

portion

of

the

six

months

ended

June

30,

2023.

Net

realized

gain

(loss),

investment

income,

change

in

net

unrealized

gain/loss,

and

purchase

and

sales

cost

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

T.

Rowe

Price

Government

Reserve

Fund,

5.13%

$

—‌

$

—‌

$

3,998‌++

Totals

$

—‌#

$

—‌

$

3,998‌+

Supplementary

Investment

Schedule

Affiliate

Value

12/31/21

Purchase

Cost

Sales

Cost

Value

06/30/23

T.

Rowe

Price

Government

Reserve

Fund,

5.13%

$

176,681‌

 ¤

  ¤

$

229,926‌

Total

$

229,926‌^

#

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

4

.

+

Investment

income

comprised

$3,998

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

$229,926.

T.

ROWE

PRICE

Equity

Income

Fund

June

30,

2023

(Unaudited)

Statement

of

Assets

and

Liabilities

24

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$12,521,802)

$

16,876,351

‌

Dividends

receivable

32,066

‌

Receivable

for

shares

sold

11,976

‌

Receivable

for

investment

securities

sold

8,510

‌

Foreign

currency

(cost

$2,397)

2,408

‌

Cash

232

‌

Other

assets

10,550

‌

Total

assets

16,942,093

‌

Liabilities

Payable

for

shares

redeemed

11,634

‌

Payable

for

investment

securities

purchased

7,665

‌

Investment

management

fees

payable

7,276

‌

Due

to

affiliates

241

‌

Payable

to

directors

14

‌

Other

liabilities

1,407

‌

Total

liabilities

28,237

‌

NET

ASSETS

$

16,913,856

‌

T.

ROWE

PRICE

Equity

Income

Fund

June

30,

2023

(Unaudited)

Statement

of

Assets

and

Liabilities

25

($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)

$

4,950,354

‌

Paid-in

capital

applicable

to

510,314,519

shares

of

$0.0001

par

value

capital

stock

outstanding;

2,000,000,000

shares

of

the

Corporation

authorized

11,963,502

‌

NET

ASSETS

$

16,913,856

‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$8,382,258;

Shares

outstanding:

252,799,547)

$

33.16

‌

Advisor

Class

(Net

assets:

$150,784;

Shares

outstanding:

4,563,874)

$

33.04

‌

R

Class

(Net

assets:

$42,976;

Shares

outstanding:

1,303,326)

$

32.97

‌

I

Class

(Net

assets:

$7,299,174;

Shares

outstanding:

220,336,903)

$

33.13

‌

Z

Class

(Net

assets:

$1,038,664;

Shares

outstanding:

31,310,869)

$

33.17

‌

T.

ROWE

PRICE

Equity

Income

Fund

(Unaudited)

Statement

of

Operations

26

($000s)

6

Months

Ended

6/30/23

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$4,036)

$

239,579‌

    Interest

96‌

Securities

lending

16‌

Total

income

239,691‌

Expenses

Investment

management

44,916‌

Shareholder

servicing

Investor

Class

$

5,565‌

Advisor

Class

79‌

R

Class

32‌

I

Class

913‌

6,589‌

Rule

12b-1

fees

Advisor

Class

187‌

R

Class

108‌

295‌

Prospectus

and

shareholder

reports

Investor

Class

119‌

Advisor

Class

7‌

R

Class

1‌

I

Class

99‌

226‌

Custody

and

accounting

291‌

Proxy

and

annual

meeting

186‌

Registration

77‌

Directors

30‌

Legal

and

audit

13‌

Miscellaneous

105‌

Waived

/

paid

by

Price

Associates

(2,762‌)

Total

expenses

49,966‌

Net

investment

income

189,725‌

T.

ROWE

PRICE

Equity

Income

Fund

(Unaudited)

Statement

of

Operations

27

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

6

Months

Ended

6/30/23

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

496,932‌

Futures

1,338‌

Foreign

currency

transactions

(256‌)

Net

realized

gain

498,014‌

Change

in

net

unrealized

gain

/

loss

Securities

(262,448‌)

Other

assets

and

liabilities

denominated

in

foreign

currencies

(15‌)

Change

in

net

unrealized

gain

/

loss

(262,463‌)

Net

realized

and

unrealized

gain

/

loss

235,551‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

425,276‌

T.

ROWE

PRICE

Equity

Income

Fund

(Unaudited)

Statement

of

Changes

in

Net

Assets

28

($000s)

6

Months

Ended

6/30/23

Year

Ended

12/31/22

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

189,725‌

$

382,326‌

Net

realized

gain

498,014‌

870,174‌

Change

in

net

unrealized

gain

/

loss

(262,463‌)

(1,870,570‌)

Increase

(decrease)

in

net

assets

from

operations

425,276‌

(618,070‌)

Distributions

to

shareholders

Net

earnings

Investor

Class

(87,052‌)

(554,467‌)

Advisor

Class

(1,427‌)

(9,599‌)

R

Class

(341‌)

(2,749‌)

I

Class

(79,380‌)

(483,110‌)

Z

Class

(14,048‌)

(75,521‌)

Decrease

in

net

assets

from

distributions

(182,248‌)

(1,125,446‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

245,429‌

843,505‌

Advisor

Class

10,407‌

26,735‌

R

Class

1,931‌

8,861‌

I

Class

349,386‌

5,478,201‌

Z

Class

24,435‌

28,105‌

Distributions

reinvested

Investor

Class

83,747‌

535,167‌

Advisor

Class

1,389‌

9,462‌

R

Class

341‌

2,749‌

I

Class

73,784‌

452,225‌

Z

Class

14,048‌

75,521‌

Shares

redeemed

Investor

Class

(670,336‌)

(6,446,240‌)

Advisor

Class

(19,719‌)

(52,583‌)

R

Class

(5,749‌)

(11,584‌)

I

Class

(656,423‌)

(914,251‌)

Z

Class

(61,574‌)

(339,656‌)

Decrease

in

net

assets

from

capital

share

transactions

(608,904‌)

(303,783‌)

T.

ROWE

PRICE

Equity

Income

Fund

(Unaudited)

Statement

of

Changes

in

Net

Assets

29

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

6

Months

Ended

6/30/23

Year

Ended

12/31/22

Net

Assets

Decrease

during

period

(365,876‌)

(2,047,299‌)

Beginning

of

period

17,279,732‌

19,327,031‌

End

of

period

$

16,913,856‌

$

17,279,732‌

*Share

information

(000s)

Shares

sold

Investor

Class

7,461‌

24,144‌

Advisor

Class

323‌

766‌

R

Class

59‌

254‌

I

Class

10,656‌

155,520‌

Z

Class

764‌

874‌

Distributions

reinvested

Investor

Class

2,596‌

15,948‌

Advisor

Class

43‌

283‌

R

Class

11‌

82‌

I

Class

2,289‌

13,477‌

Z

Class

435‌

2,247‌

Shares

redeemed

Investor

Class

(20,404‌)

(183,550‌)

Advisor

Class

(603‌)

(1,504‌)

R

Class

(176‌)

(336‌)

I

Class

(20,135‌)

(26,633‌)

Z

Class

(1,877‌)

(9,706‌)

Decrease

in

shares

outstanding

(18,558‌)

(8,134‌)

T.

ROWE

PRICE

Equity

Income

Fund

Unaudited

NOTES

TO

FINANCIAL

STATEMENTS

30

T.

Rowe

Price

Equity

Income

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

a

high

level

of

dividend

income

and

long-term

capital

growth

primarily

through

investments

in

stocks.

The

fund

has

five classes

of

shares:

the

Equity

Income

Fund

(Investor

Class),

the

Equity

Income

Fund–Advisor

Class

(Advisor

Class),

the

Equity

Income

Fund–R

Class

(R

Class),

the

Equity

Income

Fund–I

Class

(I

Class)

and

the

Equity

Income

Fund–Z

Class

(Z

Class).

Advisor

Class

shares

are

sold

only

through

various

brokers

and

other

financial

intermediaries,

and

R

Class

shares

are

available

through

financial

intermediaries

for

employer-sponsored

defined

contribution

retirement

plans

and

certain

other

retirement

accounts.

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

Z

Class

is

only

available

to

funds

advised

by

T.

Rowe

Price

Associates,

Inc.

and

its

affiliates

and

other

clients

that

are

subject

to

a

contractual

fee

for

investment

management

services.

The

Advisor

Class

and

R

Class

each

operate

under

separate

Board-approved

Rule

12b-1

plans,

pursuant

to

which

each

class

compensates

financial

intermediaries

for

distribution,

shareholder

servicing,

and/or

certain

administrative

services;

the

Investor,

I

and

Z

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

T.

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Equity

Income

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31

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

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 quarterly.

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

and

R

Class

each

pay

Rule

12b-1

fees,

in

an

amount

not

exceeding

0.25%

and

0.50%,

respectively,

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

T.

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Equity

Income

Fund

32

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.

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)

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Observable

inputs

are

developed

using

market

data,

such

as

publicly

available

information

about

actual

events

or

transactions,

and

reflect

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

Unobservable

inputs

are

those

for

which

market

data

are

not

available

and

are

developed

using

the

best

information

available

about

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

GAAP

requires

valuation

techniques

to

maximize

the

use

of

relevant

observable

inputs

and

minimize

the

use

of

unobservable

inputs.

When

multiple

inputs

are

used

to

derive

fair

value,

the

financial

instrument

is

assigned

to

the

level

within

the

fair

value

hierarchy

based

on

the

lowest-level

input

that

is

significant

to

the

fair

value

of

the

financial

instrument.

Input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level

but

rather

the

degree

of

judgment

used

in

determining

those

values.

Valuation

Techniques 

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. 

T.

ROWE

PRICE

Equity

Income

Fund

34

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

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

June

30,

2023

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

15,442,823‌

$

807,441‌

$

—‌

$

16,250,264‌

Convertible

Preferred

Stocks

—‌

85,105‌

—‌

85,105‌

Preferred

Stocks

—‌

311,056‌

—‌

311,056‌

Short-Term

Investments

229,926‌

—‌

—‌

229,926‌

Total

$

15,672,749‌

$

1,203,602‌

$

—‌

$

16,876,351‌

T.

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NOTE

3

-

DERIVATIVE

INSTRUMENTS 

During

the

six

months ended

June

30,

2023,

the

fund

invested

in

derivative

instruments.

As

defined

by

GAAP,

a

derivative

is

a

financial

instrument

whose

value

is

derived

from

an

underlying

security

price,

foreign

exchange

rate,

interest

rate,

index

of

prices

or

rates,

or

other

variable;

it

requires

little

or

no

initial

investment

and

permits

or

requires

net

settlement.

The

fund

invests

in

derivatives

only

if

the

expected

risks

and

rewards

are

consistent

with

its

investment

objectives,

policies,

and

overall

risk

profile,

as

described

in

its

prospectus

and

Statement

of

Additional

Information.

The

fund

may

use

derivatives

for

a

variety

of

purposes

and

may

use

them

to

establish

both

long

and

short

positions

within

the

fund’s

portfolio.

Potential

uses

include

to

hedge

against

declines

in

principal

value,

increase

yield,

invest

in

an

asset

with

greater

efficiency

and

at

a

lower

cost

than

is

possible

through

direct

investment,

to

enhance

return,

or

to

adjust

credit

exposure.

The

risks

associated

with

the

use

of

derivatives

are

different

from,

and

potentially

much

greater

than,

the

risks

associated

with

investing

directly

in

the

instruments

on

which

the

derivatives

are

based.

The

fund

values

its

derivatives

at

fair

value

and

recognizes

changes

in

fair

value

currently

in

its

results

of

operations.

Accordingly,

the

fund

does

not

follow

hedge

accounting,

even

for

derivatives

employed

as

economic

hedges.

Generally,

the

fund

accounts

for

its

derivatives

on

a

gross

basis.

It

does

not

offset

the

fair

value

of

derivative

liabilities

against

the

fair

value

of

derivative

assets

on

its

financial

statements,

nor

does

it

offset

the

fair

value

of

derivative

instruments

against

the

right

to

reclaim

or

obligation

to

return

collateral.

As

of

June

30,

2023,

the

fund

held

no

derivative

instruments.

The

amount

of

gains

and

losses

on

derivative

instruments

recognized

in

fund

earnings

during

the

six

months ended

June

30,

2023,

and

the

related

location

on

the

accompanying

Statement

of

Operations

is

summarized

in

the

following

table

by

primary

underlying

risk

exposure: 

($000s)                                               

Location

of

Gain

(Loss)

on

Statement

of

Operations

Futures

Realized

Gain

(Loss)

Equity

derivatives

$

1,338‌

Total

$

1,338‌

T.

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Equity

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36

Futures

Contracts

 The

fund

is

subject

to equity

price

risk in

the

normal

course

of

pursuing

its

investment

objectives

and

uses

futures

contracts

to

help

manage

such

risk.

The

fund

may

enter

into

futures

contracts

to

manage

exposure

to

interest

rates,

security

prices,

foreign

currencies,

and

credit

quality;

as

an

efficient

means

of

adjusting

exposure

to

all

or

part

of

a

target

market;

to

enhance

income;

as

a

cash

management

tool;

or

to

adjust

credit

exposure. A

futures

contract

provides

for

the

future

sale

by

one

party

and

purchase

by

another

of

a

specified

amount

of

a

specific

underlying

financial

instrument

at

an

agreed-upon

price,

date,

time,

and

place.

The

fund

currently

invests

only

in

exchange-traded

futures,

which

generally

are

standardized

as

to

maturity

date,

underlying

financial

instrument,

and

other

contract

terms.

Payments

are

made

or

received

by

the

fund

each

day

to

settle

daily

fluctuations

in

the

value

of

the

contract

(variation

margin),

which

reflect

changes

in

the

value

of

the

underlying

financial

instrument.

Variation

margin

is

recorded

as

unrealized

gain

or

loss

until

the

contract

is

closed.

The

value

of

a

futures

contract

included

in

net

assets

is

the

amount

of

unsettled

variation

margin;

net

variation

margin

receivable

is

reflected

as

an

asset

and

net

variation

margin

payable

is

reflected

as

a

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

Risks

related

to

the

use

of

futures

contracts

include

possible

illiquidity

of

the

futures

markets,

contract

prices

that

can

be

highly

volatile

and

imperfectly

correlated

to

movements

in

hedged

security

values,

and

potential

losses

in

excess

of

the

fund’s

initial

investment.

During

the

six

months ended

June

30,

2023,

the

volume

of

the

fund’s

activity

in

futures,

based

on

underlying

notional

amounts,

was

generally

less

than

1%

of

net

assets.

NOTE

4

-

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.

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

T.

ROWE

PRICE

Equity

Income

Fund

37

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

June

30,

2023,

there

were

no

securities

on

loan. 

Other 

Purchases

and

sales

of

portfolio

securities

other

than

short-term securities

aggregated $1,589,648,000 and

$2,198,534,000,

respectively,

for

the

six

months ended

June

30,

2023.

NOTE

5

-

FEDERAL

INCOME

TAXES

Generally,

no

provision

for

federal

income

taxes

is

required

since

the

fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its

taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

Financial

reporting

records

are

adjusted

for

permanent

book/

tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

amount

and

character

of

tax-basis

distributions

and

composition

of

net

assets

are

finalized

at

fiscal

year-end;

accordingly,

tax-basis

balances

have

not

been

determined

as

of

the

date

of

this

report.

At

June

30,

2023,

the

cost

of

investments

(including

derivatives,

if

any)

for

federal

income

tax

purposes

was

$12,532,024,000.

Net

unrealized

gain

aggregated

$4,344,459,000

at

period-end,

of

which $4,732,716,000

related

to

appreciated

investments

and $388,257,000

related

to

depreciated

investments.

NOTE

6

-

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

T.

ROWE

PRICE

Equity

Income

Fund

38

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

7

-

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

and

a

group

fee.

The

individual

fund

fee

is

equal

to

0.25%

of

the

fund’s

average

daily

net

assets

up

to

$15

billion

and

0.2125%

of

the

fund’s

average

daily

net

assets

in

excess

of

$15

billion.

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

June

30,

2023,

the

effective

annual

group

fee

rate

was

0.29%.

Effective

June

1,

2023,

the Advisor Class

and R Class

are

each

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

dates

indicated

in

the

table

below.

During

the

limitation

period,

Price

Associates is

required

to

waive

its

management

fee

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.

Each

class

is

required

to

repay

Price

Associates

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,

T.

ROWE

PRICE

Equity

Income

Fund

39

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.

The

Z

Class

is

also

subject

to

a

contractual

expense

limitation

agreement

whereby

Price

Associates

has

agreed

to

waive

and/or

bear

all

of

the

Z

Class’

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

in

their

entirety.

This

fee

waiver

and/or

expense

reimbursement

arrangement

is

expected

to

remain

in

place

indefinitely,

and

the

agreement

may

only

be

amended

or

terminated

with

approval

by

the

fund’s

Board.

Expenses

of

the

fund

waived/paid

by

the

manager

are

not

subject

to

later

repayment

by

the

fund.

Pursuant

to

these

agreements,

expenses

were

waived/paid

by

and/or

repaid

to

Price

Associates

during

the

six

months ended June

30,

2023

as

indicated

in

the

table

below.

At

June

30,

2023,

there

were

no

amounts

subject

to

repayment

by

the

fund.

Any

repayment

of

expenses

previously

waived/paid

by

Price

Associates

during

the

period

would

be

included

in

the

net

investment

income

and

expense

ratios

presented

on

the

accompanying

Financial

Highlights.

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

Advisor

Class

R

Class

I

Class

Z

Class

Expense

limitation/I

Class

Limit

1.13%

1.38%

0.05%

0.00%

Expense

limitation

date

04/30/24

04/30/24

04/30/24

N/A

(Waived)/repaid

during

the

period

($000s)

$—

$—

$—

$(2,762)

T.

ROWE

PRICE

Equity

Income

Fund

40

retirement

accounts

invested

in

the

Investor

Class,

R

Class

and

Advisor

Class.

For

the

six

months

ended

June

30,

2023,

expenses

incurred

pursuant

to

these

service

agreements

were

$58,000

for

Price

Associates;

$2,729,000

for

T.

Rowe

Price

Services,

Inc.;

and

$593,000

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.

Additionally,

the

fund

is

one

of

several

mutual

funds

in

which

certain

college

savings

plans

managed

by

Price

Associates invests.

As

approved

by

the

fund’s

Board

of

Directors,

shareholder

servicing

costs

associated

with

each

college

savings

plan

are

borne

by

the

fund

in

proportion

to

the

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Price

has

agreed

to waive/reimburse

shareholder

servicing

costs in

excess

of

0.05%

of

the

fund’s

average

daily

value

of

its

shares

owned

by

the

college

savings

plan.

Any

amounts

waived/paid

by

Price

under

this

voluntary

agreement

are

not

subject

to

repayment

by

the

fund.

Price

may

amend

or

terminate

this

voluntary

arrangement

at

any

time

without

prior

notice.

For

the

six

months ended

June

30,

2023,

the

fund

was

charged $237,000 for

shareholder

servicing

costs

related

to

the

college

savings

plans, of

which

$214,000

was

for

services

provided

by

Price.

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. At

June

30,

2023,

no

shares

of

the

Investor

Class

were

held

by

college

savings

plans

and

approximately

5%

of

the

outstanding

shares

of

the

I

Class

were

held

by

college

savings

plans.

Mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

(collectively,

Price

Funds

and

accounts)

may

invest

in

the

fund.

No

Price

fund

or

account

may

invest

for

the

purpose

of

exercising

management

or

control

over

the

fund.

At

June

30,

2023,

approximately

100%

of

the

Z

Class's

outstanding

shares

were

held

by

Price

Funds

and

accounts.

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

June

30,

2023,

T.

Rowe

Price

Group,

Inc.,

or

its

wholly

owned

subsidiaries,

owned

350,205

shares

of

the

I

Class,

representing

less

than

1%

of

the

I

Class's

net

assets. 

T.

ROWE

PRICE

Equity

Income

Fund

41

The

fund may

participate

in

securities

purchase

and

sale

transactions

with

other

funds

or

accounts

advised

by

Price

Associates

(cross

trades),

in

accordance

with

procedures

adopted

by the

fund’s

Board

and

Securities

and

Exchange

Commission

rules,

which

require,

among

other

things,

that

such

purchase

and

sale

cross

trades

be

effected

at

the

independent

current

market

price

of

the

security.

During

the

six

months

ended

June

30,

2023,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

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

six

months ended

June

30,

2023,

this

reimbursement

amounted

to

$302,000,

which

is

included

in

Net

realized

gain

(loss)

on

Securities

in

the

Statement

of

Operations.

NOTE

8

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war,

terrorism,

pandemics,

outbreaks

of

infectious

diseases,

and

similar

public

health

threats

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

the fund

invests.

Certain

events

may

cause

instability

across

global

markets,

including

reduced

liquidity

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others,

and

exacerbate

other

pre-existing

political,

social,

and

economic

risks.

Since

2020,

a

novel

strain

of

coronavirus

(COVID-19)

has

resulted

in

disruptions

to

global

business

activity

and

caused

significant

volatility

and

declines

in

global

financial

markets.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict

leading

to

economic

sanctions

being

imposed

on

Russia

and

certain

of

its

citizens,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

In

March

2023,

the

collapse

of

some

US

regional

and

global

banks

as

well

as

overall

concerns

around

the

soundness

and

stability

of

the

global

banking

sector

has

sparked

concerns

of

a

broader

financial

crisis

impacting

the

overall

global

banking

sector.

In

certain

cases,

government

agencies

have

assumed

control

or

otherwise

intervened

in

the

operations

of

certain

banks

due

to

liquidity

and

solvency

concerns.

The

extent

of

impact

of

these

events

on

the

US

and

global

markets

is

highly

uncertain.

T.

ROWE

PRICE

Equity

Income

Fund

42

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

Equity

Income

Fund

43

INFORMATION

ON

PROXY

VOTING

POLICIES,

PROCEDURES,

AND

RECORDS

A

description

of

the

policies

and

procedures

used

by

T.

Rowe

Price

funds

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

is

available

in

each

fund’s

Statement

of

Additional

Information.

You

may

request

this

document

by

calling

1-800-225-5132

or

by

accessing

the

SEC’s

website,

sec.gov.

The

description

of

our

proxy

voting

policies

and

procedures

is

also

available

on

our

corporate

website.

To

access

it,

please

visit

the

following

Web

page:

https://www.troweprice.com/corporate/us/en/utility/policies.html

Scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Guidelines.”

Click

on

the

links

in

the

shaded

box.

Each

fund’s

most

recent

annual

proxy

voting

record

is

available

on

our

website

and

through

the

SEC’s

website.

To

access

it

through

T.

Rowe

Price,

visit

the

website

location

shown

above,

and

scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Records.”

Click

on

the

Proxy

Voting

Records

link

in

the

shaded

box.

RESULTS

OF

PROXY

VOTING

A

Special

Meeting

of

Shareholders

was

held

on

July

24,

2023

for

shareholders

of

record

on

April

7,

2023,

to

elect

the

following

director-nominees

to

serve

on

the

Board

of

all

Price

Funds.

The

newly

elected

Directors

took

office

effective

July

24,

2023.

The

results

of

the

voting

were

as

follows:

Teresa

Bryce

Bazemore,

Bruce

W.

Duncan,

Robert

J.

Gerrard,

Jr.,

Paul

F.

McBride

and

David

Oestreicher

continue

to

serve

as

Directors

on

the

Board

of

all

Price

Funds.

HOW

TO

OBTAIN

QUARTERLY

PORTFOLIO

HOLDINGS

The

fund

files

a

complete

schedule

of

portfolio

holdings

with

the

Securities

and

Exchange

Commission

(SEC)

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

fund’s

reports

on

Form

N-PORT

are

available

electronically

on

the

SEC’s

website

(sec.gov).

In

addition,

most

T.

Rowe

Price

funds

disclose

their

first

and

third

fiscal

quarter-end

holdings

on

troweprice.com

.

Votes

For

Votes

Withheld

Melody

Bianchetto

281,816,429

4,047,675

Mark

J.

Parrell

281,734,000

4,076,912

Kellye

L.

Walker

281,922,149

4,118,305

Eric

L.

Veiel

277,917,208

8,065,312

T.

ROWE

PRICE

Equity

Income

Fund

44

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

Each

year,

the

fund’s

Board

of

Directors

(Board)

considers

the

continuation

of

the

investment

management

agreement

(Advisory

Contract)

between

the

fund

and

its

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser).

In

that

regard,

at

a

meeting

held

on

March

6–7,

2023

(Meeting),

the

Board,

including

all

of

the

fund’s

independent

directors,

approved

the

continuation

of

the

fund’s

Advisory

Contract.

At

the

Meeting,

the

Board

considered

the

factors

and

reached

the

conclusions

described

below

relating

to

the

selection

of

the

Adviser

and

the

approval

of

the

Advisory

Contract.

The

independent

directors

were

assisted

in

their

evaluation

of

the

Advisory

Contract

by

independent

legal

counsel

from

whom

they

received

separate

legal

advice

and

with

whom

they

met

separately.

In

providing

information

to

the

Board,

the

Adviser

was

guided

by

a

detailed

set

of

requests

for

information

submitted

by

independent

legal

counsel

on

behalf

of

the

independent

directors.

In

considering

and

approving

the

continuation

of

the

Advisory

Contract,

the

Board

considered

the

information

it

believed

was

relevant,

including,

but

not

limited

to,

the

information

discussed

below.

The

Board

considered

not

only

the

specific

information

presented

in

connection

with

the

Meeting

but

also

the

knowledge

gained

over

time

through

interaction

with

the

Adviser

about

various

topics.

The

Board

meets

regularly

and,

at

each

of

its

meetings,

covers

an

extensive

agenda

of

topics

and

materials

and

considers

factors

that

are

relevant

to

its

annual

consideration

of

the

renewal

of

the

T.

Rowe

Price

funds’

advisory

contracts,

including

performance

and

the

services

and

support

provided

to

the

funds

and

their

shareholders.

Services

Provided

by

the

Adviser

The

Board

considered

the

nature,

quality,

and

extent

of

the

services

provided

to

the

fund

by

the

Adviser.

These

services

included,

but

were

not

limited

to,

directing

the

fund’s

investments

in

accordance

with

its

investment

program

and

the

overall

management

of

the

fund’s

portfolio,

as

well

as

a

variety

of

related

activities

such

as

financial,

investment

operations,

and

administrative

services;

compliance;

maintaining

the

fund’s

records

and

registrations;

and

shareholder

communications.

The

Board

also

reviewed

the

background

and

experience

of

the

Adviser’s

senior

management

team

and

investment

personnel

involved

in

the

management

of

the

fund,

as

well

as

the

Adviser’s

compliance

record.

The

Board

concluded

that

the

information

it

considered

with

respect

to

the

nature,

quality,

and

extent

of

the

services

provided

by

the

Adviser,

as

well

as

the

other

factors

considered

at

the

Meeting,

supported

the

Board’s

approval

of

the

continuation

of

the

Advisory

Contract.

Investment

Performance

of

the

Fund

The

Board

took

into

account

discussions

with

the

Adviser

and

detailed

reports

that

it

regularly

receives

throughout

the

year

on

relative

and

absolute

performance

for

the

T.

Rowe

Price

funds.

In

connection

with

the

Meeting,

the

Board

reviewed

information

provided

by

the

Adviser

that

compared

the

fund’s

total

returns,

as

well

as

a

wide

variety

of

other

previously

agreed-upon

performance

measures

and

market

data,

against

relevant

benchmark

indexes

and

peer

groups

of

funds

with

similar

investment

programs

for

T.

ROWE

PRICE

Equity

Income

Fund

45

various

periods

through

December

31,

2022. Additionally,

the

Board

reviewed

the

fund’s

relative

performance

information

as

of

September

30,

2022,

which

ranked

the

returns

of

the

fund’s

Investor

Class

for

various

periods

against

a

universe

of

funds

with

similar

investment

programs

selected

by

Broadridge,

an

independent

provider

of

mutual

fund

data.

In

the

course

of

its

deliberations,

the

Board

considered

performance

information

provided

throughout

the

year

and

in

connection

with

the

Advisory

Contract

review

at

the

Meeting,

as

well

as

information

provided

during

investment

review

meetings

conducted

with

portfolio

managers

and

senior

investment

personnel

during

the

course

of

the

year

regarding

the

fund’s

performance.

The

Board

also

considered

relevant

factors,

such

as

overall

market

conditions

and

trends

that

could

adversely

impact

the

fund’s

performance,

length

of

the

fund’s

performance

track

record,

and

how

closely

the

fund’s

strategies

align

with

its

benchmarks

and

peer

groups.

The

Board

concluded

that

the

information

it

considered

with

respect

to

the

fund’s

performance,

as

well

as

the

other

factors

considered

at

the

Meeting,

supported

the

Board’s

approval

of

the

continuation

of

the

Advisory

Contract.

Costs,

Benefits,

Profits,

and

Economies

of

Scale

The

Board

reviewed

detailed

information

regarding

the

revenues

received

by

the

Adviser

under

the

Advisory

Contract

and

other

direct

and

indirect

benefits

that

the

Adviser

(and

its

affiliates)

may

have

realized

from

its

relationship

with

the

fund.

In

considering

soft-

dollar

arrangements

pursuant

to

which

research

may

be

received

from

broker-dealers

that

execute

the

fund’s

portfolio

transactions,

the

Board

noted

that

the

Adviser

bears

the

cost

of

research

services

for

all

client

accounts

that

it

advises,

including

the

T.

Rowe

Price

funds.

The

Board

received

information

on

the

estimated

costs

incurred

and

profits

realized

by

the

Adviser

from

managing

the

T.

Rowe

Price

funds.

The

Board

also

reviewed

estimates

of

the

profits

realized

from

managing

the

fund

in

particular,

and

the

Board

concluded

that

the

Adviser’s

profits

were

reasonable

in

light

of

the

services

provided

to

the

fund.

The

Board

also

considered

whether

the

fund

benefits

under

the

fee

levels

set

forth

in

the

Advisory

Contract

or

otherwise

from

any

economies

of

scale

realized

by

the

Adviser.

Under

the

Advisory

Contract,

the

fund

pays

a

fee

to

the

Adviser

for

investment

management

services

composed

of

two

components—a

group

fee

rate

based

on

the

combined

average

net

assets

of

most

of

the

T.

Rowe

Price

funds

(including

the

fund)

that

declines

at

certain

asset

levels

and

an

individual

fund

fee

rate

based

on

the

fund’s

average

daily

net

assets—and

the

fund

pays

its

own

expenses

of

operations.

The

group

fee

rate

decreases

as

total

T.

Rowe

Price

fund

assets

grow,

which

reduces

the

management

fee

rate

for

any

fund

that

has

a

group

fee

component

to

its

management

fee,

and

reflects

that

certain

resources

utilized

to

operate

the

fund

are

shared

with

other

T.

Rowe

Price

funds

thus

allowing

shareholders

of

those

funds

to

share

potential

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

(continued)

T.

ROWE

PRICE

Equity

Income

Fund

46

economies

of

scale.

In

addition,

the

fund’s

individual

fund

fee

contains

a

breakpoint

that

reduces

the

individual

fund

fee

rate

once

the

fund’s

assets

reach

a

certain

level

and

provides

additional

opportunities

for

sharing

potential

economies

of

scale.

The

fund’s

shareholders

also

benefit

from

potential

economies

of

scale

through

a

decline

in

certain

operating

expenses

as

the

fund

grows

in

size.

The

fund

also

offers

a

Z

Class,

which

serves

as

an

underlying

investment

within

certain

T.

Rowe

Price

fund

of

funds

arrangements.

The

Adviser

waives

its

advisory

fee

on

the

Z

Class

and

waives

or

bears

the

Z

Class’s

other

operating

expenses,

with

certain

exceptions.

The

Board

considered

whether

the

advisory

fee

and

operating

expense

waivers

on

the

Z

Class

may

present

a

means

for

cross-subsidization

of

the

Z

Class

by

other

share

classes

of

the

fund.

In

that

regard,

the

Board

noted

that

the

Z

Class

operating

expenses

are

largely

covered

by

the

all-inclusive

fees

charged

by

the

investing

T.

Rowe

Price

fund

of

funds

and

that

any

Z

Class

operating

expenses

not

covered

by

the

investing

T.

Rowe

Price

fund

of

funds’

fees

are

paid

by

the

Adviser

and

not

by

shareholders

of

any

other

share

class

of

the

fund.

In

addition,

the

Board

noted

that

the

fund

potentially

shares

in

indirect

economies

of

scale

through

the

Adviser’s

ongoing

investments

in

its

business

in

support

of

the

T.

Rowe

Price

funds,

including

investments

in

trading

systems,

technology,

and

regulatory

support

enhancements,

and

the

ability

to

possibly

negotiate

lower

fee

arrangements

with

third-

party

service

providers.

The

Board

concluded

that

the

advisory

fee

structure

for

the

fund

provides

for

a

reasonable

sharing

of

benefits

from

any

economies

of

scale

with

the

fund’s

investors.

Fees

and

Expenses

The

Board

was

provided

with

information

regarding

industry

trends

in

management

fees

and

expenses.

Among

other

things,

the

Board

reviewed

data

for

peer

groups

that

were

compiled

by

Broadridge,

which

compared:

(i)

contractual

management

fees,

actual

management

fees,

nonmanagement

expenses,

and

total

expenses

of

the

Investor

Class

of

the

fund

with

a

group

of

competitor

funds

selected

by

Broadridge

(Investor

Class

Expense

Group);

(ii)

actual

management

fees

and

total

expenses

of

the

Advisor

Class

of

the

fund

with

a

group

of

competitor

funds

selected

by

Broadridge

(Advisor

Class

Expense

Group);

and

(iii)

actual

management

fees,

nonmanagement

expenses,

and

total

expenses

of

the

Investor

Class

of

the

fund

with

a

broader

set

of

funds

within

the

Lipper

investment

classification

(Expense

Universe).

The

Board

considered

the

fund’s

contractual

management

fee

rate,

actual

management

fee

rate

(which

reflects

the

management

fees

actually

received

from

the

fund

by

the

Adviser

after

any

applicable

waivers,

reductions,

or

reimbursements),

operating

expenses,

and

total

expenses

(which

reflect

the

net

total

expense

ratio

of

the

fund

after

any

waivers,

reductions,

or reimbursements)

in

comparison

with

the

information

for

the

Broadridge

peer

groups.

Broadridge

generally

constructed

the

peer

groups

by

seeking

the

most

comparable

funds

based

on

similar

investment

classifications

and

objectives,

expense

structure,

asset

size,

and

operating

components

and

attributes

and

ranked

funds

into

quintiles,

with

the

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

(continued)

T.

ROWE

PRICE

Equity

Income

Fund

47

first

quintile

representing

the

funds

with

the

lowest

relative

expenses

and

the

fifth

quintile

representing

the

funds

with

the

highest

relative

expenses.

The

information

provided

to

the

Board

indicated

that

the

fund’s

contractual

management

fee

ranked

in

the

second

quintile

(Investor

Class

Expense

Group);

the

fund’s

actual

management

fee

rate

ranked

in

the

first

quintile

(Investor

Class

Expense

Group),

second

quintile

(Expense

Universe),

and

third

quintile

(Advisor

Class

Expense

Group);

and

the

fund’s

total

expenses

ranked

in

the

first

quintile

(Investor

Class

Expense

Group,

Expense

Universe,

and

Advisor

Class

Expense

Group).

The

Board

also

reviewed

the

fee

schedules

for

other

investment

portfolios

with

similar

mandates

that

are

advised

or

subadvised

by

the

Adviser

and

its

affiliates,

including

separately

managed

accounts

for

institutional

and

individual

investors;

subadvised

funds;

and

other

sponsored

investment

portfolios,

including

collective

investment

trusts

and

pooled

vehicles

organized

and

offered

to

investors

outside

the

United

States.

Management

provided

the

Board

with

information

about

the

Adviser’s

responsibilities

and

services

provided

to

subadvisory

and

other

institutional

account

clients,

including

information

about

how

the

requirements

and

economics

of

the

institutional

business

are

fundamentally

different

from

those

of

the

proprietary

mutual

fund

business.

The

Board

considered

information

showing

that

the

Adviser’s

mutual

fund

business

is

generally

more

complex

from

a

business

and

compliance

perspective

than

its

institutional

account

business

and

considered

various

relevant

factors,

such

as

the

broader

scope

of

operations

and

oversight,

more

extensive

shareholder

communication

infrastructure,

greater

asset

flows,

heightened

business

risks,

and

differences

in

applicable

laws

and

regulations

associated

with

the

Adviser’s

proprietary

mutual

fund

business.

In

assessing

the

reasonableness

of

the

fund’s

management

fee

rate,

the

Board

considered

the

differences

in

the

nature

of

the

services

required

for

the

Adviser

to

manage

its

mutual

fund

business

versus

managing

a

discrete

pool

of

assets

as

a

subadviser

to

another

institution’s

mutual

fund

or

for

an

institutional

account

and

that

the

Adviser

generally

performs

significant

additional

services

and

assumes

greater

risk

in

managing

the

fund

and

other

T.

Rowe

Price

funds

than

it

does

for

institutional

account

clients,

including

subadvised

funds.

On

the

basis

of

the

information

provided

and

the

factors

considered,

the

Board

concluded

that

the

fees

paid

by

the

fund

under

the

Advisory

Contract

are

reasonable.

Approval

of

the

Advisory

Contract

As

noted,

the

Board

approved

the

continuation

of

the

Advisory

Contract.

No

single

factor

was

considered

in

isolation

or

to

be

determinative

to

the

decision.

Rather,

the

Board

concluded,

in

light

of

a

weighting

and

balancing

of

all

factors

considered,

that

it

was

in

the

best

interests

of

the

fund

and

its

shareholders

for

the

Board

to

approve

the

continuation

of

the

Advisory

Contract

(including

the

fees

to

be

charged

for

services

thereunder).

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

(continued)

100

East

Pratt

Street

Baltimore,

MD

21202

T.

Rowe

Price

Investment

Services,

Inc.

Call

1-800-225-5132

to

request

a

prospectus

or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

information

that

you

should

read

and

consider

carefully

before

investing.

F71-051

8/23

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

Not applicable.

Item 2.  Code of Ethics.

A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed as an exhibit to the registrant’s annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant’s most recent fiscal half-year.

Item 3.  Audit Committee Financial Expert.

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

Item 4.  Principal Accountant Fees and Services.

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

Item 5.  Audit Committee of Listed Registrants.

Not applicable.

Item 6.  Investments.

(a)  Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

(b)  Not applicable.

Item 7.  Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8.  Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9.  Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10.  Submission of Matters to a Vote of Security Holders.

There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.

Item 11.  Controls and Procedures.

(a)   The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b)   The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13.  Exhibits.

(a)(1)	The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is filed with the registrant’s annual Form N-CSR.
(2)	Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
(3)	Written solicitation to repurchase securities issued by closed-end companies: not applicable.
(b)	A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

T. Rowe Price Equity Income Fund, Inc.
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	August 18, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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

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

EX-99.CERT

Item 13. (a)(2)

CERTIFICATIONS

I, David Oestreicher, certify that:

1. I have reviewed this report on Form N-CSR of T. Rowe Price Equity Income Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any 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; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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

CERTIFICATIONS

I, Alan S. Dupski, certify that:

1. I have reviewed this report on Form N-CSR of T. Rowe Price Equity Income Fund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any 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; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

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

EX-99.906CE

Item 13. (b)

CERTIFICATION UNDER SECTION 906 OF SARBANES-OXLEY ACT OF 2002

Name of Issuer: T. Rowe Price Equity Income Fund

In connection with the Report on Form N-CSR for the above named Issuer, the undersigned hereby certifies, to the best of his knowledge, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934;

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

Date:  August 18, 2023	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date:  August 18, 2023	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer