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: 811-06665

T. Rowe Price Mid-Cap Growth 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

Market

Commentary

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

RPMGX

Mid-Cap

Growth

Fund

–

.

PAMCX

Mid-Cap

Growth

Fund–

.

Advisor  Class

RRMGX

Mid-Cap

Growth

Fund–

.

R  Class

RPTIX

Mid-Cap

Growth

Fund–

.

I  Class

TRQZX

Mid-Cap

Growth

Fund–

.

Z Class

T.

ROWE

PRICE

Mid-Cap

Growth

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

Mid-Cap

Growth

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

Mid-Cap

Growth

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

Mid-Cap

Growth

Fund

Portfolio

Summary

3

SECTOR

DIVERSIFICATION

Percent

of

Net

Assets

12/31/22

6/30/23

Health

Care

25.0‌%

24.3‌%

Information

Technology

20.6‌

18.8‌

Industrials

and

Business

Services

17.1‌

16.9‌

Consumer

Discretionary

13.5‌

11.1‌

Financials

6.4‌

7.6‌

Materials

5.6‌

5.6‌

Consumer

Staples

2.4‌

4.0‌

Communication

Services

2.7‌

3.8‌

Energy

3.1‌

3.2‌

Real

Estate

0.0‌

1.1‌

Utilities

0.0‌

0.0‌

Other

and

Reserves

3.6‌

3.6‌

Total

100.0‌%

100.0‌%

Historical

weightings

reflect

current

industry/sector

classifications.

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

4

PORTFOLIO

HIGHLIGHTS

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

6/30/23

Microchip

Technology

3.4‌%

Hologic

2.9‌ 

Marvell

Technology

2.6‌ 

Teleflex

2.1‌ 

Ingersoll

Rand

2.1‌ 

Agilent

Technologies

2.0‌

Trade

Desk

1.9‌

Textron

1.8‌

Ball

1.7‌

JB

Hunt

Transport

Services

1.6‌

FleetCor

Technologies

1.5‌

Hilton

Worldwide

Holdings

1.5‌

Fortive

1.5‌

Equifax

1.4‌

Veeva

Systems

1.4‌

Keysight

Technologies

1.4‌

Burlington

Stores

1.4‌

MGM

Resorts

International

1.4‌

Bruker

1.4‌

Martin

Marietta

Materials

1.3‌

Dollar

Tree

1.2‌

Crowdstrike

Holdings

1.2‌

KKR

1.2‌

Cooper

1.2‌

Domino's

Pizza

1.2‌

Total

42.3‌%

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

Mid-Cap

Growth

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

Mid-Cap

Growth

Fund

6

MID-CAP

GROWTH

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

$1,128.80

$4.01

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.03

  3.81

Advisor

Class

Actual

  1,000.00

  1,127.50

  5.33

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.79

  5.06

R

Class

Actual

  1,000.00

  1,125.90

  6.80

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,018.40

  6.46

I

Class

Actual

  1,000.00

  1,129.60

  3.33

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.67

  3.16

Z

Class

Actual

  1,000.00

  1,133.20

  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

0.76%,

the

2

Advisor Class

was

1.01%,

the

3

R

Class

was

1.29%,

the

4

I Class

was

0.63%,

and

the

5

Z Class

was

0.00%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Mid-Cap

Growth

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

$

88.71‌

$

117.34‌

$

113.08‌

$

95.33‌

$

76.38‌

$

87.02‌

Investment

activities

Net

investment

income

(loss)

(1)(2)

0.05‌

(0.13‌)

(0.33‌)

(0.06‌)

0.21‌

0.13‌

Net

realized

and

unrealized

gain/loss

11.38‌

(26.1

9‌)

16.93‌

22.93‌

23.78‌

(1.51‌)

Total

from

investment

activities

11.43‌

(26.32‌)

16.60‌

22.87‌

23.99‌

(1.38‌)

Distributions

Net

investment

income

—‌

—‌

—‌

—‌

(0.20‌)

(0.12‌)

Net

realized

gain

—‌

(2.31‌)

(12.34‌)

(5.12‌)

(4.84‌)

(9.14‌)

Total

distributions

—‌

(2.31‌)

(12.34‌)

(5.12‌)

(5.04‌)

(9.26‌)

NET

ASSET

VALUE

End

of

period

$

100.14‌

$

88.71‌

$

117.34‌

$

113.08‌

$

95.33‌

$

76.38‌

T.

ROWE

PRICE

Mid-Cap

Growth

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)(3)

12.88‌%

(22.52‌)%

15.06‌%

24.17‌%

31.53‌%

(2.04‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.76‌%

(4)

0.77‌%

0.72‌%

0.73‌%

0.74‌%

0.75‌%

Net

expenses

after

waivers/payments

by

Price

Associates

0.76‌%

(4)

0.77‌%

0.72‌%

0.73‌%

0.74‌%

0.75‌%

Net

investment

income

(loss)

0.11‌%

(4)

(0.13‌)%

(0.27‌)%

(0.06‌)%

0.23‌%

0.15‌%

Portfolio

turnover

rate

10.0‌%

21.4‌%

13.9‌%

23.0‌%

22.8‌%

25.2‌%

Net

assets,

end

of

period

(in

millions)

$12,691

$11,785

$22,145

$22,795

$25,265

$21,085

0‌%

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(4)

Annualized

T.

ROWE

PRICE

Mid-Cap

Growth

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

$

84.54‌

$

112.24‌

$

108.69‌

$

92.07‌

$

73.94‌

$

84.50‌

Investment

activities

Net

investment

loss

(1)(2)

(0.06‌)

(0.35‌)

(0.65‌)

(0.32‌)

(0.06‌)

(0.11‌)

Net

realized

and

unrealized

gain/loss

10.84‌

(25.04‌)

16.25‌

22.06‌

23.03‌

(1.45‌)

Total

from

investment

activities

10.78‌

(25.39‌)

15.60‌

21.74‌

22.97‌

(1.56‌)

Distributions

Net

realized

gain

—‌

(2.31‌)

(12.05‌)

(5.12‌)

(4.84‌)

(9.00‌)

NET

ASSET

VALUE

End

of

period

$

95.32‌

$

84.54‌

$

112.24‌

$

108.69‌

$

92.07‌

$

73.94‌

T.

ROWE

PRICE

Mid-Cap

Growth

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)(3)

12.75‌%

(22.72‌)%

14.73‌%

23.79‌%

31.19‌%

(2.30‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.01‌%

(4)

1.02‌%

1.00‌%

1.01‌%

1.03‌%

1.02‌%

Net

expenses

after

waivers/payments

by

Price

Associates

1.01‌%

(4)

1.02‌%

1.00‌%

1.01‌%

1.03‌%

1.02‌%

Net

investment

loss

(0.14‌)%

(4)

(0.38‌)%

(0.55‌)%

(0.35‌)%

(0.07‌)%

(0.13‌)%

Portfolio

turnover

rate

10.0‌%

21.4‌%

13.9‌%

23.0‌%

22.8‌%

25.2‌%

Net

assets,

end

of

period

(in

millions)

$249

$237

$479

$560

$779

$681

0‌%

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(4)

Annualized

T.

ROWE

PRICE

Mid-Cap

Growth

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

$

80.23‌

$

106.95‌

$

104.35‌

$

88.78‌

$

71.63‌

$

82.06‌

Investment

activities

Net

investment

loss

(1)(2)

(0.18‌)

(0.58‌)

(0.92‌)

(0.54‌)

(0.26‌)

(0.34‌)

Net

realized

and

unrealized

gain/loss

10.28‌

(23.83‌)

15.57‌

21.23‌

22.25‌

(1.38‌)

Total

from

investment

activities

10.10‌

(24.41‌)

14.65‌

20.69‌

21.99‌

(1.72‌)

Distributions

Net

realized

gain

—‌

(2.31‌)

(12.05‌)

(5.12‌)

(4.84‌)

(8.71‌)

NET

ASSET

VALUE

End

of

period

$

90.33‌

$

80.23‌

$

106.95‌

$

104.35‌

$

88.78‌

$

71.63‌

T.

ROWE

PRICE

Mid-Cap

Growth

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)(3)

12.59‌%

(22.93‌)%

14.43‌%

23.49‌%

30.82‌%

(2.55‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.29‌%

(4)

1.29‌%

1.27‌%

1.28‌%

1.27‌%

1.28‌%

Net

expenses

after

waivers/payments

by

Price

Associates

1.29‌%

(4)

1.29‌%

1.27‌%

1.28‌%

1.27‌%

1.28‌%

Net

investment

loss

(0.43‌)%

(4)

(0.66‌)%

(0.82‌)%

(0.61‌)%

(0.31‌)%

(0.39‌)%

Portfolio

turnover

rate

10.0‌%

21.4‌%

13.9‌%

23.0‌%

22.8‌%

25.2‌%

Net

assets,

end

of

period

(in

thousands)

$32,216

$30,084

$61,110

$89,697

$100,125

$103,801

0‌%

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(4)

Annualized

T.

ROWE

PRICE

Mid-Cap

Growth

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

$

88.90‌

$

117.41‌

$

113.18‌

$

95.31‌

$

76.37‌

$

87.01‌

Investment

activities

Net

investment

income

(loss)

(1)(2)

0.11‌

0.04‌

(0.19‌)

0.05‌

0.32‌

0.26‌

Net

realized

and

unrealized

gain/loss

11.41‌

(26.24‌)

16.95‌

22.96‌

23.78‌

(1.52‌)

Total

from

investment

activities

11.52‌

(26.20‌)

16.76‌

23.01‌

24.10‌

(1.26‌)

Distributions

Net

investment

income

—‌

—‌

—‌

(0.02‌)

(0.32‌)

(0.24‌)

Net

realized

gain

—‌

(2.31‌)

(12.53‌)

(5.12‌)

(4.84‌)

(9.14‌)

Total

distributions

—‌

(2.31‌)

(12.53‌)

(5.14‌)

(5.16‌)

(9.38‌)

NET

ASSET

VALUE

End

of

period

$

100.42‌

$

88.90‌

$

117.41‌

$

113.18‌

$

95.31‌

$

76.37‌

T.

ROWE

PRICE

Mid-Cap

Growth

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)(3)

12.96‌%

(22.41‌)%

15.19‌%

24.32‌%

31.68‌%

(1.91‌)%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.63‌%

(4)

0.63‌%

0.61‌%

0.61‌%

0.61‌%

0.62‌%

Net

expenses

after

waivers/payments

by

Price

Associates

0.63‌%

(4)

0.63‌%

0.61‌%

0.61‌%

0.61‌%

0.62‌%

Net

investment

income

(loss)

0.24‌%

(4)

0.04‌%

(0.16‌)%

0.05‌%

0.35‌%

0.29‌%

Portfolio

turnover

rate

10.0‌%

21.4‌%

13.9‌%

23.0‌%

22.8‌%

25.2‌%

Net

assets,

end

of

period

(in

millions)

$11,992

$10,744

$9,378

$8,578

$8,482

$5,561

0‌%

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

(4)

Annualized

T.

ROWE

PRICE

Mid-Cap

Growth

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

.

3/16/20

(1)

Through

12/31/20

12/31/22

12/31/21

NET

ASSET

VALUE

Beginning

of

period

$

89.28‌

$

117.53‌

$

113.24‌

$

67.37‌

Investment

activities

Net

investment

income

(2)(3)

0.41‌

0.63‌

0.55‌

0.46‌

Net

realized

and

unrealized

gain/loss

11.48‌

(26.28‌)

16.98‌

51.05‌

Total

from

investment

activities

11.89‌

(25.65‌)

17.53‌

51.51‌

Distributions

Net

investment

income

—‌

(0.29‌)

—‌

(0.20‌)

Net

realized

gain

—‌

(2.31‌)

(13.24‌)

(5.44‌)

Total

distributions

—‌

(2.60‌)

(13.24‌)

(5.64‌)

NET

ASSET

VALUE

End

of

period

$

101.17‌

$

89.28‌

$

117.53‌

$

113.24‌

Ratios/Supplemental

Data

Total

return

(3)(4)

13.32‌%

(21.92‌)%

15.89‌%

76.73‌%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

0.62‌%

(5)

0.61‌%

0.60‌%

0.61‌%

(5)

Net

expenses

after

waivers/payments

by

Price

Associates

0.00‌%

(5)

0.00‌%

0.00‌%

0.00‌%

(5)

Net

investment

income

0.87‌%

(5)

0.66‌%

0.45‌%

0.58‌%

(5)

Portfolio

turnover

rate

10.0‌%

21.4‌%

13.9‌%

23.0‌%

Net

assets,

end

of

period

(in

millions)

$5,084

$4,521

$5,676

$5,955

0‌%

0‌%

0‌%

0‌%

(1)

Inception

date

(2)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(3)

See

Note

6

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

Mid-Cap

Growth

Fund

June

30,

2023

(Unaudited)

16

Portfolio

of

Investments

‡

Shares

$

Value

(Cost

and

value

in

$000s)

‡

COMMON

STOCKS

96.1%

COMMUNICATION

SERVICES

3.9%

Entertainment

1.8%

Liberty

Media-Liberty

Formula

One,

Class

C  (1)

3,750,000‌

282,300‌

Spotify

Technology  (1)

1,599,600‌

256,816‌

539,116‌

Interactive

Media

&

Services

0.2%

Match

Group  (1)

1,246,000‌

52,145‌

52,145‌

Media

1.9%

Trade

Desk,

Class

A  (1)

7,298,000‌

563,552‌

563,552‌

Total

Communication

Services

1,154,813‌

CONSUMER

DISCRETIONARY

11.1%

Automobile

Components

0.1%

Mobileye

Global,

Class

A  (1)

492,830‌

18,935‌

18,935‌

Diversified

Consumer

Services

0.6%

Bright

Horizons

Family

Solutions  (1)

1,499,200‌

138,601‌

Clear

Secure,

Class

A 

1,694,500‌

39,262‌

177,863‌

Hotels,

Restaurants

&

Leisure

5.6%

Caesars

Entertainment  (1)

1,499,600‌

76,435‌

Chipotle

Mexican

Grill  (1)

60,000‌

128,340‌

Domino's

Pizza 

1,055,000‌

355,524‌

Hilton

Worldwide

Holdings 

3,098,200‌

450,943‌

MGM

Resorts

International 

9,697,300‌

425,905‌

Vail

Resorts 

55,000‌

13,847‌

Yum!

Brands 

1,700,000‌

235,535‌

1,686,529‌

Specialty

Retail

4.5%

Bath

&

Body

Works 

5,798,400‌

217,440‌

Burlington

Stores  (1)

2,741,300‌

431,453‌

Five

Below  (1)

1,199,700‌

235,789‌

O'Reilly

Automotive  (1)

150,000‌

143,295‌

Ross

Stores 

2,150,000‌

241,080‌

Tractor

Supply 

400,000‌

88,440‌

1,357,497‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

17

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Textiles,

Apparel

&

Luxury

Goods

0.3%

Lululemon

Athletica  (1)

260,000‌

98,410‌

98,410‌

Total

Consumer

Discretionary

3,339,234‌

CONSUMER

STAPLES

4.0%

Beverages

0.3%

Boston

Beer,

Class

A  (1)

299,800‌

92,470‌

92,470‌

Consumer

Staples

Distribution

&

Retail

2.5%

Casey's

General

Stores 

1,149,700‌

280,389‌

Dollar

General 

649,800‌

110,323‌

Dollar

Tree  (1)

2,599,300‌

372,999‌

763,711‌

Food

Products

0.5%

TreeHouse

Foods  (1)

2,751,710‌

138,631‌

138,631‌

Household

Products

0.4%

Reynolds

Consumer

Products 

3,958,400‌

111,825‌

111,825‌

Personal

Care

Products

0.3%

Kenvue (1)

3,470,829‌

91,699‌

91,699‌

Total

Consumer

Staples

1,198,336‌

ENERGY

3.2%

Oil,

Gas

&

Consumable

Fuels

3.2%

Cheniere

Energy 

1,300,000‌

198,068‌

Coterra

Energy 

5,746,700‌

145,391‌

Devon

Energy 

1,150,000‌

55,591‌

EQT 

3,198,100‌

131,538‌

Pioneer

Natural

Resources 

1,199,300‌

248,471‌

Venture

Global

LNG,

Series

B,

Acquisition

Date:

3/8/18,

Cost $4,038  (1)(2)(3)

1,337‌

24,066‌

Venture

Global

LNG,

Series

C,

Acquisition

Date:

10/16/17

-

3/8/18,

Cost $33,184  (1)(2)(3)

9,021‌

162,378‌

Total

Energy

965,503‌

FINANCIALS

7.5%

Capital

Markets

4.4%

Cboe

Global

Markets 

299,900‌

41,389‌

Intercontinental

Exchange 

2,698,400‌

305,135‌

KKR 

6,500,900‌

364,050‌

MarketAxess

Holdings 

674,600‌

176,354‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

18

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Raymond

James

Financial 

1,749,500‌

181,546‌

Tradeweb

Markets,

Class

A 

3,898,900‌

266,997‌

1,335,471‌

Financial

Services

1.5%

FleetCor

Technologies  (1)

1,824,500‌

458,095‌

458,095‌

Insurance

1.6%

Assurant 

2,195,300‌

275,993‌

Axis

Capital

Holdings 

1,998,800‌

107,596‌

Kemper 

999,400‌

48,231‌

Markel

Group  (1)

33,000‌

45,645‌

477,465‌

Total

Financials

2,271,031‌

HEALTH

CARE

24.3%

Biotechnology

4.7%

Alnylam

Pharmaceuticals  (1)

1,599,600‌

303,828‌

Apellis

Pharmaceuticals  (1)

1,199,300‌

109,256‌

Argenx,

ADR  (1)

349,500‌

136,211‌

Ascendis

Pharma,

ADR  (1)

1,149,700‌

102,611‌

Biogen  (1)

650,000‌

185,152‌

CRISPR

Therapeutics  (1)

1,199,300‌

67,329‌

Exact

Sciences  (1)

1,446,200‌

135,798‌

Ionis

Pharmaceuticals  (1)

4,746,200‌

194,736‌

Karuna

Therapeutics  (1)

499,800‌

108,382‌

Seagen  (1)

299,900‌

57,719‌

1,401,022‌

Health

Care

Equipment

&

Supplies

9.3%

Alcon 

3,134,000‌

257,333‌

Cooper 

949,200‌

363,952‌

DENTSPLY

SIRONA 

2,495,300‌

99,862‌

Enovis  (1)

3,247,300‌

208,217‌

Hologic  (1)

10,741,300‌

869,723‌

ICU

Medical  (1)

859,700‌

153,190‌

Novocure  (1)

874,800‌

36,304‌

QuidelOrtho  (1)

1,993,600‌

165,189‌

Teleflex 

2,592,000‌

627,342‌

2,781,112‌

Health

Care

Providers

&

Services

2.2%

Acadia

Healthcare  (1)

3,998,900‌

318,472‌

agilon

health  (1)

7,200,000‌

124,848‌

Molina

Healthcare  (1)

729,800‌

219,845‌

663,165‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

19

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Health

Care

Technology

1.7%

Doximity,

Class

A  (1)

1,993,500‌

67,819‌

Veeva

Systems,

Class

A  (1)

2,195,700‌

434,156‌

501,975‌

Life

Sciences

Tools

&

Services

5.6%

Agilent

Technologies 

4,925,000‌

592,231‌

Avantor  (1)

16,995,300‌

349,084‌

Bruker 

5,748,400‌

424,922‌

West

Pharmaceutical

Services 

800,396‌

306,127‌

1,672,364‌

Pharmaceuticals

0.8%

Catalent (1)

5,888,820‌

255,339‌

255,339‌

Total

Health

Care

7,274,977‌

INDUSTRIALS

&

BUSINESS

SERVICES

17.0%

Aerospace

&

Defense

2.2%

BWX

Technologies 

1,745,600‌

124,933‌

Textron 

8,097,700‌

547,647‌

672,580‌

Commercial

Services

&

Supplies

0.3%

Waste

Connections 

699,800‌

100,022‌

100,022‌

Electrical

Equipment

0.2%

Shoals

Technologies

Group,

Class

A  (1)

2,481,100‌

63,417‌

63,417‌

Ground

Transportation

1.6%

JB

Hunt

Transport

Services 

2,599,300‌

470,551‌

470,551‌

Industrial

Conglomerates

1.0%

Roper

Technologies 

599,800‌

288,384‌

288,384‌

Machinery

4.9%

Esab 

3,125,782‌

207,989‌

Fortive 

5,974,600‌

446,721‌

IDEX 

899,400‌

193,605‌

Ingersoll

Rand 

9,500,000‌

620,920‌

1,469,235‌

Passenger

Airlines

1.1%

Southwest

Airlines 

8,977,800‌

325,086‌

325,086‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

20

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Professional

Services

4.9%

Broadridge

Financial

Solutions 

1,499,600‌

248,379‌

Equifax 

1,848,500‌

434,952‌

Paylocity

Holding  (1)

1,199,700‌

221,380‌

TransUnion 

3,997,700‌

313,140‌

Verisk

Analytics 

1,100,000‌

248,633‌

1,466,484‌

Trading

Companies

&

Distributors

0.8%

United

Rentals 

534,900‌

238,228‌

238,228‌

Total

Industrials

&

Business

Services

5,093,987‌

INFORMATION

TECHNOLOGY

18.6%

Electronic

Equipment,

Instruments

&

Components

3.1%

Amphenol,

Class

A 

2,721,200‌

231,166‌

Cognex 

2,492,200‌

139,613‌

Corning 

1,998,300‌

70,021‌

Keysight

Technologies  (1)

2,580,300‌

432,071‌

Littelfuse 

208,672‌

60,788‌

933,659‌

IT

Services

0.3%

MongoDB (1)

249,300‌

102,460‌

102,460‌

Semiconductors

&

Semiconductor

Equipment

7.9%

KLA 

629,800‌

305,466‌

Lattice

Semiconductor  (1)

2,098,800‌

201,632‌

Marvell

Technology 

12,975,600‌

775,681‌

Microchip

Technology 

11,246,900‌

1,007,610‌

NXP

Semiconductors 

449,900‌

92,085‌

2,382,474‌

Software

7.3%

Atlassian,

Class

A  (1)

649,800‌

109,043‌

BILL

Holdings  (1)

1,253,141‌

146,430‌

Black

Knight  (1)

4,000,000‌

238,920‌

CCC

Intelligent

Solutions

Holdings  (1)

15,492,941‌

173,676‌

Confluent,

Class

A  (1)

997,800‌

35,232‌

Crowdstrike

Holdings,

Class

A  (1)

2,499,300‌

367,072‌

Fair

Isaac  (1)

334,900‌

271,004‌

Fortinet  (1)

4,000,000‌

302,360‌

HashiCorp,

Class

A  (1)

498,200‌

13,043‌

PTC  (1)

2,099,400‌

298,745‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

21

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Synopsys  (1)

550,000‌

239,475‌

2,195,000‌

Total

Information

Technology

5,613,593‌

MATERIALS

5.4%

Chemicals

0.6%

RPM

International 

1,994,800‌

178,993‌

178,993‌

Construction

Materials

1.3%

Martin

Marietta

Materials 

870,300‌

401,809‌

401,809‌

Containers

&

Packaging

3.5%

Avery

Dennison 

2,000,000‌

343,600‌

Ball 

8,547,700‌

497,562‌

Sealed

Air 

5,303,800‌

212,152‌

1,053,314‌

Total

Materials

1,634,116‌

REAL

ESTATE

1.1%

Real

Estate

Management

&

Development

1.1%

CoStar

Group  (1)

3,688,500‌

328,277‌

Total

Real

Estate

328,277‌

Total

Common

Stocks

(Cost

$18,606,476)

28,873,867‌

CONVERTIBLE

PREFERRED

STOCKS

0.3%

CONSUMER

STAPLES

0.1%

Consumer

Staples

Distribution

&

Retail

0.1%

Maplebear

DBA

Instacart,

Series

E,

Acquisition

Date:

11/19/21,

Cost $57,556  (1)(2)(3)

478,699‌

15,558‌

Maplebear

DBA

Instacart,

Series

I,

Acquisition

Date:

2/26/21,

Cost $9,259  (1)(2)(3)

74,070‌

2,407‌

Total

Consumer

Staples

17,965‌

HEALTH

CARE

0.0%

Biotechnology

0.0%

Caris

Life

Sciences,

Series

D,

Acquisition

Date:

5/11/21,

Cost $26,556  (1)(2)(3)

3,278,524‌

17,540‌

Total

Health

Care

17,540‌

INFORMATION

TECHNOLOGY

0.1%

Software

0.1%

Databricks,

Series

H,

Acquisition

Date:

8/31/21,

Cost $18,583  (1)

(2)(3)

252,883‌

18,501‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

22

Shares

$

Value

(Cost

and

value

in

$000s)

‡

Nuro,

Series

D,

Acquisition

Date:

10/29/21,

Cost $17,506  (1)(2)(3)

839,788‌

5,207‌

Total

Information

Technology

23,708‌

MATERIALS

0.1%

Chemicals

0.1%

Redwood

Materials,

Series

C,

Acquisition

Date:

5/28/21,

Cost $19,360  (1)(2)(3)

408,411‌

19,496‌

Sila

Nano,

Series

F,

Acquisition

Date:

1/7/21,

Cost $38,032  (1)(2)

(3)

921,478‌

18,687‌

Total

Materials

38,183‌

Total

Convertible

Preferred

Stocks

(Cost

$186,852)

97,396‌

SHORT-TERM

INVESTMENTS

3.4%

Money

Market

Funds

3.4%

T.

Rowe

Price

Treasury

Reserve

Fund,

5.11%  (4)(5)

1,023,054,505‌

1,023,055‌

Total

Short-Term

Investments

(Cost

$1,023,055)

1,023,055‌

Total

Investments

in

Securities

99.8%

of

Net

Assets

(Cost

$19,816,383)

$

29,994,318‌

‡

Shares

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

Non-income

producing

(2)

See

Note

2.

Level

3

in

fair

value

hierarchy.

(3)

Security

cannot

be

offered

for

public

resale

without

first

being

registered

under

the

Securities

Act

of

1933

and

related

rules

("restricted

security").

Acquisition

date

represents

the

day

on

which

an

enforceable

right

to

acquire

such

security

is

obtained

and

is

presented

along

with

related

cost

in

the

security

description.

The

fund

may

have

registration

rights

for

certain

restricted

securities.

Any

costs

related

to

such

registration

are

generally

borne

by

the

issuer.

The

aggregate

value

of

restricted

securities

(excluding

144A

holdings)

at

period

end

amounts

to

$283,840

and

represents

0.9%

of

net

assets.

(4)

Seven-day

yield

(5)

Affiliated

Companies

ADR

American

Depositary

Receipts

T.

ROWE

PRICE

Mid-Cap

Growth

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

Teleflex 

$

785‌

$

(20,509‌)

$

1,763‌

T.

Rowe

Price

Treasury

Reserve

Fund,

5.11%

—‌

—‌

26,181‌

Totals

$

785‌#

$

(20,509‌)

$

27,944‌+

Supplementary

Investment

Schedule

Affiliate

Value

12/31/22

Purchase

Cost

Sales

Cost

Value

06/30/23

Teleflex 

$

648,264‌

$

—‌

$

413‌

$

*

T.

Rowe

Price

Treasury

Reserve

Fund,

5.11%

1,068,456‌

  ¤

  ¤

1,023,055‌

Total

$

1,023,055‌^

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

+

Investment

income

comprised

$27,944

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

$1,023,055.

*

On

the

date

indicated,

issuer

was

held

but

not

considered

an

affiliated

company.

T.

ROWE

PRICE

Mid-Cap

Growth

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

$19,816,383)

$

29,994,318‌

Receivable

for

investment

securities

sold

128,253‌

Receivable

for

shares

sold

14,453‌

Dividends

receivable

7,068‌

Due

from

affiliates

1,697‌

Cash

2‌

Other

assets

470‌

Total

assets

30,146,261‌

Liabilities

Payable

for

investment

securities

purchased

60,594‌

Payable

for

shares

redeemed

21,135‌

Investment

management

fees

payable

14,669‌

Payable

to

directors

25‌

Other

liabilities

2,328‌

Total

liabilities

98,751‌

NET

ASSETS

$

30,047,510‌

T.

ROWE

PRICE

Mid-Cap

Growth

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)

$

11,633,420‌

Paid-in

capital

applicable

to

299,361,622

shares

of

$0.01

par

value

capital

stock

outstanding;

1,000,000,000

shares

authorized

18,414,090‌

NET

ASSETS

$

30,047,510‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$12,690,991;

Shares

outstanding:

126,726,497)

$

100.14‌

Advisor

Class

(Net

assets:

$248,593;

Shares

outstanding:

2,608,021)

$

95.32‌

R

Class

(Net

assets:

$32,216;

Shares

outstanding:

356,638)

$

90.33‌

I

Class

(Net

assets:

$11,991,634;

Shares

outstanding:

119,417,765)

$

100.42‌

Z

Class

(Net

assets:

$5,084,076;

Shares

outstanding:

50,252,701)

$

101.17‌

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

(Unaudited)

Statement

of

Operations

26

($000s)

6

Months

Ended

6/30/23

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$275)

$

123,324‌

Other

17‌

Total

income

123,341‌

Expenses

Investment

management

87,052‌

Shareholder

servicing

Investor

Class

$

8,113‌

Advisor

Class

174‌

R

Class

22‌

I

Class

708‌

9,017‌

Rule

12b-1

fees

Advisor

Class

306‌

R

Class

77‌

383‌

Prospectus

and

shareholder

reports

Investor

Class

307‌

Advisor

Class

7‌

R

Class

6‌

I

Class

109‌

429‌

Proxy

and

annual

meeting

270‌

Custody

and

accounting

265‌

Registration

96‌

Directors

50‌

Legal

and

audit

15‌

Miscellaneous

63‌

Waived

/

paid

by

Price

Associates

(14,676‌)

Total

expenses

82,964‌

Net

investment

income

40,377‌

T.

ROWE

PRICE

Mid-Cap

Growth

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

1,275,915‌

Foreign

currency

transactions

1‌

Net

realized

gain

1,275,916‌

Change

in

net

unrealized

gain

/

loss

Securities

2,186,278‌

Other

assets

and

liabilities

denominated

in

foreign

currencies

7‌

Change

in

net

unrealized

gain

/

loss

2,186,285‌

Net

realized

and

unrealized

gain

/

loss

3,462,201‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

3,502,578‌

T.

ROWE

PRICE

Mid-Cap

Growth

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

$

40,377‌

$

16,178‌

Net

realized

gain

1,275,916‌

955,443‌

Change

in

net

unrealized

gain

/

loss

2,186,285‌

(9,375,270‌)

Increase

(decrease)

in

net

assets

from

operations

3,502,578‌

(8,403,649‌)

Distributions

to

shareholders

Net

earnings

Investor

Class

–‌

(301,292‌)

Advisor

Class

–‌

(6,373‌)

R

Class

–‌

(846‌)

I

Class

–‌

(275,521‌)

Z

Class

–‌

(128,743‌)

Decrease

in

net

assets

from

distributions

–‌

(712,775‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

466,077‌

1,280,708‌

Advisor

Class

31,006‌

29,832‌

R

Class

2,007‌

4,522‌

I

Class

575,255‌

5,485,493‌

Z

Class

226,064‌

589,072‌

Distributions

reinvested

Investor

Class

–‌

286,050‌

Advisor

Class

–‌

6,308‌

R

Class

–‌

846‌

I

Class

–‌

247,687‌

Z

Class

–‌

128,743‌

Shares

redeemed

Investor

Class

(1,044,952‌)

(6,979,198‌)

Advisor

Class

(49,578‌)

(172,579‌)

R

Class

(3,582‌)

(22,113‌)

I

Class

(711,921‌)

(1,708,717‌)

Z

Class

(262,582‌)

(481,951‌)

Decrease

in

net

assets

from

capital

share

transactions

(772,206‌)

(1,305,297‌)

T.

ROWE

PRICE

Mid-Cap

Growth

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

Increase

(decrease)

during

period

2,730,372‌

(10,421,721‌)

Beginning

of

period

27,317,138‌

37,738,859‌

End

of

period

$

30,047,510‌

$

27,317,138‌

*Share

information

(000s)

Shares

sold

Investor

Class

4,928‌

13,120‌

Advisor

Class

345‌

327‌

R

Class

24‌

52‌

I

Class

6,085‌

56,348‌

Z

Class

2,374‌

5,995‌

Distributions

reinvested

Investor

Class

–‌

3,077‌

Advisor

Class

–‌

71‌

R

Class

–‌

10‌

I

Class

–‌

2,659‌

Z

Class

–‌

1,377‌

Shares

redeemed

Investor

Class

(11,050‌)

(72,073‌)

Advisor

Class

(547‌)

(1,853‌)

R

Class

(42‌)

(258‌)

I

Class

(7,527‌)

(18,020‌)

Z

Class

(2,758‌)

(5,025‌)

Decrease

in

shares

outstanding

(8,168‌)

(14,193‌)

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

Unaudited

NOTES

TO

FINANCIAL

STATEMENTS

30

T.

Rowe

Price

Mid-Cap

Growth

Fund,

Inc.

(the

fund) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act)

as a

diversified,

open-end

management

investment

company. The

fund

seeks

to

provide

long-term

capital

appreciation

by

investing

in

mid-cap

stocks

with

potential

for

above-average

earnings

growth.

The

fund

has

five classes

of

shares:

the

Mid-Cap

Growth

Fund

(Investor

Class),

the

Mid-Cap

Growth

Fund–Advisor

Class

(Advisor

Class),

the

Mid-Cap

Growth

Fund–R

Class

(R

Class),

the

Mid-Cap

Growth

Fund–I

Class

(I

Class)

and

the

Mid-Cap

Growth

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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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.

Non-cash

dividends,

if

any,

are

recorded

at

the

fair

market

value

of

the

asset

received.

Proceeds

from

litigation

payments,

if

any,

are

included

in

either

net

realized

gain

(loss)

or

change

in

net

unrealized

gain/loss

from

securities.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Income

distributions,

if

any,

are

declared

and

paid

by

each

class annually.

A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

Currency

Translation

 Assets,

including

investments,

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollar

values

each

day

at

the

prevailing

exchange

rate,

using

the

mean

of

the

bid

and

asked

prices

of

such

currencies

against

U.S.

dollars

as

provided

by

an

outside

pricing

service.

Purchases

and

sales

of

securities,

income,

and

expenses

are

translated

into

U.S.

dollars

at

the

prevailing

exchange

rate

on

the

respective

date

of

such

transaction.

The

effect

of

changes

in

foreign

currency

exchange

rates

on

realized

and

unrealized

security

gains

and

losses

is

not

bifurcated

from

the

portion

attributable

to

changes

in

market

prices.

Class

Accounting

 Shareholder

servicing,

prospectus,

and

shareholder

report

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to

all

classes,

investment

income,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

The

Advisor

Class

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.

In-Kind

Redemptions

 In

accordance

with

guidelines

described

in

the

fund’s

prospectus,

and

when

considered

to

be

in

the

best

interest

of

all

shareholders,

the

fund

may

distribute

portfolio

securities

rather

than

cash

as

payment

for

a

redemption

of

fund

shares

(in-kind

redemption).

Gains

and

losses

realized

on

in-kind

redemptions

are

not

recognized

for

tax

purposes

and

are

reclassified

from

undistributed

realized

gain

(loss)

to

paid-in

capital.

During

the

six

months ended

June

30,

2023,

the

fund

realized

$25,770,000 of

net

gain

on

$51,121,000

of

in-kind

redemptions.

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,

T.

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32

or

as

may

be

permitted

by

the

SEC.

Purchases

and

redemptions

of

fund

shares

are

transacted

at

the

next-computed

NAV

per

share,

after

receipt

of

the

transaction

order

by

T.

Rowe

Price

Associates,

Inc.,

or

its

agents.

New

Accounting

Guidance

 In

June

2022,

the

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2022-03,

Fair

Value

Measurement

(Topic

820)

–

Fair

Value

Measurement

of

Equity

Securities

Subject

to

Contractual

Sale

Restrictions,

which

clarifies

that

a

contractual

restriction

on

the

sale

of

an

equity

security

is

not

considered

part

of

the

unit

of

account

of

the

equity

security

and,

therefore,

is

not

considered

in

measuring

fair

value.

The

amendments

under

this

ASU

are

effective

for

fiscal

years

beginning

after

December

15,

2023;

however,

the

fund

opted

to

early

adopt,

as

permitted,

effective

December

1,

2022. Adoption

of

the

guidance

did not

have

a

material

impact

on

the fund's

financial  statements.

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

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Level

2

–

inputs

other

than

Level

1

quoted

prices

that

are

observable,

either

directly

or

indirectly

(including,

but

not

limited

to,

quoted

prices

for

similar

financial

instruments

in

active

markets,

quoted

prices

for

identical

or

similar

financial

instruments

in

inactive

markets,

interest

rates

and

yield

curves,

implied

volatilities,

and

credit

spreads)

Level

3

–

unobservable

inputs

(including

the Valuation

Designee’s assumptions

in

determining

fair

value)

Observable

inputs

are

developed

using

market

data,

such

as

publicly

available

information

about

actual

events

or

transactions,

and

reflect

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

Unobservable

inputs

are

those

for

which

market

data

are

not

available

and

are

developed

using

the

best

information

available

about

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

GAAP

requires

valuation

techniques

to

maximize

the

use

of

relevant

observable

inputs

and

minimize

the

use

of

unobservable

inputs.

When

multiple

inputs

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.

Investments

in

mutual

funds

are

valued

at

the

mutual

fund’s

closing

NAV

per

share

on

the

day

of

valuation.

Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value. 

Investments

for

which

market

quotations are

not

readily

available

or

deemed

unreliable

are

valued

at

fair

value

as

determined

in

good

faith

by

the

Valuation

Designee.

The

Valuation

Designee

has

adopted

methodologies

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

or

deemed

unreliable,

including

the

use

of

other

pricing

sources.

Factors

used

in

determining

fair

value

vary

by

type

of

investment

and

may

include

market

or

investment

specific

considerations.

T.

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34

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):

NOTE

3

-

OTHER

INVESTMENT

TRANSACTIONS 

Consistent

with

its

investment

objective,

the

fund

engages

in

the

following

practices

to

manage

exposure

to

certain

risks

and/or

to

enhance

performance.

The

investment

objective,

policies,

program,

and

risk

factors

of

the

fund

are

described

more

fully

in

the

fund's

prospectus

and

Statement

of

Additional

Information.

Restricted

Securities

 The

fund

invests

in

securities

that

are

subject

to

legal

or

contractual

restrictions

on

resale.

Prompt

sale

of

such

securities

at

an

acceptable

price

may

be

difficult

and

may

involve

substantial

delays

and

additional

costs.

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

28,687,423‌

$

—‌

$

186,444‌

$

28,873,867‌

Convertible

Preferred

Stocks

—‌

—‌

97,396‌

97,396‌

Short-Term

Investments

1,023,055‌

—‌

—‌

1,023,055‌

Total

$

29,710,478‌

$

—‌

$

283,840‌

$

29,994,318‌

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Other 

Purchases

and

sales

of

portfolio

securities

other

than

short-term securities

aggregated $2,759,989,000 and

$3,587,096,000,

respectively,

for

the

six

months ended

June

30,

2023.

NOTE

4

-

FEDERAL

INCOME

TAXES

Generally,

no

provision

for

federal

income

taxes

is

required

since

the

fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its

taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

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

$19,832,636,000.

Net

unrealized

gain

aggregated

$10,161,694,000

at

period-end,

of

which $11,166,440,000

related

to

appreciated

investments

and $1,004,746,000

related

to

depreciated

investments.

NOTE

5

-

FOREIGN  TAXES

The

fund

is

subject

to

foreign

income

taxes

imposed

by

certain

countries

in

which

it

invests.

Additionally,

capital

gains

realized

upon

disposition

of

securities

issued

in

or

by

certain

foreign

countries

are

subject

to

capital

gains

tax

imposed

by

those

countries.

All

taxes

are

computed

in

accordance

with

the

applicable

foreign

tax

law,

and,

to

the

extent

permitted,

capital

losses

are

used

to

offset

capital

gains.

Taxes

attributable

to

income

are

accrued

by

the

fund

as

a

reduction

of

income.

Current

and

deferred

tax

expense

attributable

to

capital

gains

is

reflected

as

a

component

of

realized

or

change

in

unrealized

gain/loss

on

securities

in

the

accompanying

financial

statements.

To

the

extent

that

the

fund

has

country

specific

capital

loss

carryforwards,

such

carryforwards

are

applied

against

net

unrealized

gains

when

determining

the

deferred

tax

liability.

Any

deferred

tax

liability

incurred

by

the

fund

is

included

in

either

Other

liabilities

or

Deferred

tax

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

T.

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36

NOTE

6

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

(Price

Group).

The

investment

management

agreement

between

the

fund

and

Price

Associates

provides

for

an

annual

investment

management

fee,

which

is

computed

daily

and

paid

monthly.

The

fee

consists

of

an

individual

fund

fee

and

a

group

fee.

The

individual

fund

fee

is

equal

to

0.35%

of

the

fund’s

average

daily

net

assets

up

to

$15

billion

and

0.2975%

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

subject

to

an

operating

expense

limitation

(I

Class

Limit)

pursuant

to

which

Price

Associates

is

contractually

required

to

pay

all

operating

expenses

of

the

I

Class,

excluding

management

fees;

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage; non-recurring,

extraordinary expenses; and

acquired

fund

fees

and

expenses, to

the

extent

such

operating

expenses,

on

an

annualized

basis,

exceed

the

I

Class

Limit. This

agreement

will

continue

through

the

expense

limitation

date

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

The

I

Class

is

required

to

repay

Price

Associates

for

expenses

previously

paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

operating

expenses

(after

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

37

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

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;

$1,873,000

for

T.

Rowe

Price

Services,

Inc.;

and

$1,687,000

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.

Advisor

Class

R

Class

I

Class

Z

Class

Expense

limitation/I

Class

Limit

1.21%

1.46%

0.05%

0.00%

Expense

limitation

date

04/30/24

04/30/24

04/30/24

N/A

(Waived)/repaid

during

the

period

($000s)

$—

$—

$—

$(14,676)

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

38

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 $91,000 for

shareholder

servicing

costs

related

to

the

college

savings

plans, of

which

$44,000

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

2%

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

217,069

shares

of

the

I

Class,

representing

less

than

1%

of

the

I

Class's

net

assets. 

The

fund may

participate

in

securities

purchase

and

sale

transactions

with

other

funds

or

accounts

advised

by

Price

Associates

(cross

trades),

in

accordance

with

procedures

adopted

by the

fund’s

Board

and

Securities

and

Exchange

Commission

rules,

which

require,

among

other

things,

that

such

purchase

and

sale

cross

trades

be

effected

at

the

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

39

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

and

for

the

cost

of

brokerage

commissions

embedded

in

the

cost

of

the

fund’s

foreign

currency

transactions.

These

agreements

may

be

rescinded

at

any

time.

For

the

six

months ended

June

30,

2023,

these

reimbursements

amounted

to

$509,000,

which

is

included

in

Net

realized

gain

(loss)

on

Securities

in

the

Statement

of

Operations.

NOTE

7

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war,

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.

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

Mid-Cap

Growth

Fund

40

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

184,965,768

1,463,184

Mark

J.

Parrell

184,144,562

2,267,856

Kellye

L.

Walker

184,218,635

2,245,663

Eric

L.

Veiel

184,308,116

2,193,069

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

41

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

AND

SUBADVISORY

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),

as

well

as

the

investment

subadvisory

agreement

(Subadvisory

Contract)

that

the

Adviser

has

entered

into

with

T.

Rowe

Price

Investment

Management,

Inc.

(Subadviser),

on

behalf

of

the

fund.

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

and

Subadvisory

Contract.

At

the

Meeting,

the

Board

considered

the

factors

and

reached

the

conclusions

described

below

relating

to

the

selection

of

the

Adviser

and

Subadviser

and

the

approval

of

the

Advisory

Contract

and

Subadvisory

Contract.

The

independent

directors

were

assisted

in

their

evaluation

of

the

Advisory

Contract

and

Subadvisory

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

and

Subadvisory

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

and

Subadviser

about

various

topics.

The

Board

also

considered

that

the

Subadviser

has

its

own

investment

platform

and

investment

management

leadership,

and

the

Adviser

and

Subadviser

have

implemented

information

barriers

restricting

the

sharing

of

investment

information

and

voting

activity.

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

and

the

Subadviser

The

Board

considered

the

nature,

quality,

and

extent

of

the

services

provided

to

the

fund

by

the

Adviser

and

Subadviser.

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.

However,

the

Board

noted

that

there

are

information

barriers

between

investment

personnel

of

the

Adviser

and

Subadviser

that

restrict

the

sharing

of

certain

information,

such

as

investment

research,

trading,

and

proxy

voting.

The

Board

also

reviewed

the

background

and

experience

of

the

Adviser’s

and

Subadviser’s

senior

management

teams

and

investment

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

42

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

and

Subadviser,

as

well

as

the

other

factors

considered

at

the

Meeting,

supported

the

Board’s

approval

of

the

continuation

of

the

Advisory

Contract

and

Subadvisory

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

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

and

Subadvisory

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.

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

AND

SUBADVISORY

AGREEMENT

(continued)

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

43

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.

Under

the

Subadvisory

Contract,

the

Adviser

may

pay

the

Subadviser

up

to

60%

of

the

advisory

fees

that

the

Adviser

receives

from

the

fund.

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

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

funds

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

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

AND

SUBADVISORY

AGREEMENT

(continued)

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

44

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

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

first

quintile

(Investor

Class

Expense

Group),

the

fund’s

actual

management

fee

rate

ranked

in

the

first

quintile

(Investor

Class

Expense

Group

and

Expense

Universe)

and

second

quintile

(Advisor

Class

Expense

Group),

and

the

fund’s

total

expenses

ranked

in

the

first

quintile

(Investor

Class

Expense

Group,

Advisor

Class

Expense

Group,

and

Expense

Universe).

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

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

AND

SUBADVISORY

AGREEMENT

(continued)

T.

ROWE

PRICE

Mid-Cap

Growth

Fund

45

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

and

Subadvisory

Contract

As

noted,

the

Board

approved

the

continuation

of

the

Advisory

Contract

and

Subadvisory

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

and

Subadvisory

Contract

(including

the

fees

to

be

charged

for

services

thereunder).

APPROVAL

OF

INVESTMENT

MANAGEMENT

AGREEMENT

AND

SUBADVISORY

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.

F64-051

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 Mid-Cap Growth 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