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: 811-07059

T. Rowe Price Blue Chip 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: December 31, 2023

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Highlights

and

Market

Commentary

Management’s

Discussion

of

Fund

Performance

Performance

and

Expenses

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

December

31,

2023

Annual

Report

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

TRBCX

Blue

Chip

Growth

Fund

–

.

PABGX

Blue

Chip

Growth

Fund–

.

Advisor  Class

RRBGX

Blue

Chip

Growth

Fund–

.

R  Class

TBCIX

Blue

Chip

Growth

Fund–

.

I  Class

TRZBX

Blue

Chip

Growth

Fund–

.

Z Class

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

HIGHLIGHTS

The

Blue

Chip

Growth

Fund

generated

a

positive

absolute

return

in

the

12-month

period

ended

December

31,

2023.

The

fund

outperformed

its

benchmark,

the

S&P

500

Index,

and

also

outpaced

the

style-specific

Russell

1000

Growth

Index.

The

fund

also

outperformed

its

peer

group,

the

Lipper

Large-Cap

Growth

Funds

Index.

Major

U.S.

stock

indexes

produced

strong

gains

in

2023,

as

the

equity

market

rebounded

from

poor

performance

in

2022.

Thanks

in

part

to

generally

favorable

corporate

earnings,

a

resilient

economy,

and

increased

investor

interest

in

artificial

intelligence,

equities

climbed

the

proverbial

wall

of

worry,

led

by

a

relatively

small

group

of

high-growth,

technology-oriented

mega-cap

companies.

The

fund’s

top

sector

allocations

are

in

information

technology,

communication

services,

and

consumer

discretionary.

Given

the

equity

market’s

impressive

performance

in

2023,

aided

in

large

part

by

multiple

expansion,

returns

in

the

coming

year

may

be

more

subdued.

An

additional

move

higher

will

likely

hinge

on

the

ability

of

companies

to

demonstrate

meaningful

earnings

and

free

cash

flow

growth,

an

environment

that

we

believe

would

be

suitable

to

our

focus

on

fundamental

research

and

active,

bottom-up

stock

selection.

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

An

account

service

fee

will

be

charged

annually

for

each

T.

Rowe

Price

mutual

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unless

you

meet

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Go

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it.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

Market

Commentary

1

Dear

Shareholder

Global

stock

and

bond

indexes

were

broadly

positive

during

2023

as

most

economies

managed

to

avoid

the

recession

that

was

widely

predicted

at

the

start

of

the

year.

Technology

companies

benefited

from

investor

enthusiasm

for

artificial

intelligence

developments

and

led

the

equity

rally,

while

fixed

income

benchmarks

rebounded

late

in

the

year

amid

falling

interest

rates.

For

the

12-month

period,

the

technology-oriented

Nasdaq

Composite

Index

rose

about

43%,

reaching

a

record

high

and

producing

the

strongest

result

of

the

major

benchmarks.

Growth

stocks

outperformed

value

shares,

and

developed

market

stocks

generally

outpaced

their

emerging

markets

counterparts.

Currency

movements

were

mixed

over

the

period,

although

a

weaker

dollar

versus

major

European

currencies

was

beneficial

for

U.S.

investors

in

European

securities.

Within

the

S&P

500

Index,

which

finished

the

year

just

short

of

the

record

level

it

reached

in

early

2022,

the

information

technology,

communication

services,

and

consumer

discretionary

sectors

were

all

lifted

by

the

tech

rally

and

recorded

significant

gains.

A

small

group

of

tech-oriented

mega-cap

companies

helped

drive

much

of

the

market’s

advance.

Conversely,

the

defensive

utilities

sector

had

the

weakest

returns

in

the

growth-focused

environment,

and

the

energy

sector

also

lost

ground

amid

declining

oil

prices.

The

financials

sector

bounced

back

from

the

failure

of

three

large

regional

banks

in

the

spring

and

was

one

of

the

top-performing

segments

in

the

second

half

of

the

year.

The

U.S.

economy

was

the

strongest

among

the

major

markets

during

the

period,

with

gross

domestic

product

growth

coming

in

at

4.9%

in

the

third

quarter,

the

highest

since

the

end

of

2021.

Corporate

fundamentals

were

also

broadly

supportive.

Year-over-year

earnings

growth

contracted

in

the

first

and

second

quarters

of

2023,

but

results

were

better

than

expected,

and

earnings

growth

turned

positive

again

in

the

third

quarter.

Markets

remained

resilient

despite

a

debt

ceiling

standoff

in

the

U.S.,

the

outbreak

of

war

in

the

Middle

East,

the

continuing

conflict

between

Russia

and

Ukraine,

and

a

sluggish

economic

recovery

in

China.

Inflation

remained

a

concern,

but

investors

were

encouraged

by

the

slowing

pace

of

price

increases

as

well

as

the

possibility

that

the

Federal

Reserve

was

nearing

the

end

of

its

rate-hiking

cycle.

The

Fed

held

rates

steady

after

raising

its

short-term

lending

benchmark

rate

to

a

target

range

of

5.25%

to

5.50%

in

July,

the

highest

level

since

March

2001,

and

at

its

final

meeting

of

the

year

in

December,

the

central

bank

indicated

that

there

could

be

three

25-basis-point

rate

cuts

in

2024.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

2

The

yield

of

the

benchmark

10-year

U.S.

Treasury

note

briefly

reached

5.00%

in

October

for

the

first

time

since

late

2007

before

falling

back

to

3.88%

by

period-end,

the

same

level

where

it

started

the

year,

amid

cooler-than-expected

inflation

readings

and

less-hawkish

Fed

rhetoric.

Fixed

income

benchmarks

were

lifted

late

in

the

year

by

falling

yields.

Investment-grade

and

high

yield

corporate

bonds

produced

solid

returns,

supported

by

the

higher

coupons

that

have

become

available

over

the

past

year,

as

well

as

increasing

hopes

that

the

economy

might

be

able

to

avoid

a

recession.

Global

economies

and

markets

showed

surprising

resilience

in

2023,

but

considerable

uncertainty

remains

as

we

look

ahead.

Geopolitical

events,

the

path

of

monetary

policy,

and

the

impact

of

the

Fed’s

rate

hikes

on

the

economy

all

raise

the

potential

for

additional

volatility.

We

believe

this

environment

makes

skilled

active

management

a

critical

tool

for

identifying

risks

and

opportunities,

and

our

investment

teams

will

continue

to

use

fundamental

research

to

help

identify

securities

that

can

add

value

to

your

portfolio

over

the

long

term.

Thank

you

for

your

continued

confidence

in

T.

Rowe

Price.

Sincerely, 

Robert

Sharps

CEO

and

President

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

Management’s

Discussion

of

Fund

Performance

3

INVESTMENT

OBJECTIVE 

The

fund

seeks

to

provide

long-term

capital

growth.

Income

is

a

secondary

objective.

FUND

COMMENTARY

How

did

the

fund

perform

in

the

past 12

months?

The

Blue

Chip

Growth

Fund

returned

49.36%

in

the

12-month

period

ended

December

31,

2023.

The

fund

outperformed

its

benchmark,

the

S&P

500

Index,

and

also

outpaced

the

style-specific

Russell

1000

Growth

Index.

The

fund

also

outperformed

its

peer

group,

the

Lipper

Large-Cap

Growth

Funds

Index.

(Returns

for

the

Advisor,

R,

I,

and

Z

Class

shares

varied

slightly,

reflecting

their

different

fee

structures.

Past

performance

cannot

guarantee

future

results.

Investors

should

note

that

short-term

returns

greater

than

40%

are

highly

unusual

and

unlikely

to

be

sustained

.

)

What

factors

influenced

the

fund’s

performance?

Major

U.S.

stock

indexes

produced

strong

gains

in

2023,

as

the

equity

market

rebounded

from

poor

performance

in

2022.

Thanks

in

part

to

generally

favorable

corporate

earnings,

a

resilient

economy,

and

increased

investor

interest

in

artificial

intelligence

(AI),

equities

climbed

the

proverbial

wall

of

worry,

led

by

a

relatively

small

group

of

high-growth,

technology-oriented

mega-

cap

companies.

While

many

of

our

highest-conviction

investments

were

top

performers,

a

handful

of

our

more

idiosyncratic

ideas

also

provided

important

contributions.

The

information

technology

sector

led

the

way

during

the

year,

contributing

the

most

to

relative

returns.

A

burgeoning

secular

growth

theme

in

the

form

of

AI

provided

significant

support

for

the

group,

particularly

benefiting

names

in

the

software

and

semiconductors

industries.

Our

stake

in

NVIDIA

PERFORMANCE

COMPARISON

Total

Return

Periods

Ended

12/31/23

6

Months

12

Months

Blue

Chip

Growth

Fund

–

.

10.63‌%

49.36‌%

Blue

Chip

Growth

Fund–

.

Advisor  Class

10.48‌

48.97‌

Blue

Chip

Growth

Fund–

.

R  Class

10.34‌

48.60‌

Blue

Chip

Growth

Fund–

.

I  Class

10.70‌

49.55‌

Blue

Chip

Growth

Fund–

.

Z  Class

11.02‌

50.40‌

S&P

500

Index

8.04‌

26.29‌

Lipper

Large-Cap

Growth

Funds

Index

10.64‌

42.03‌

Russell

1000

Growth

Index

10.59‌

42.68‌

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

4

was

a

bright

spot

for

the

fund.

Shares

of

the

chipmaker

traded

higher

in

a

sharp

move

following

improved

visibility

around

future

demand

for

advanced

graphics

processing

units

(GPUs)

that

are

critical

for

the

buildout

of

AI

infrastructure.

NVIDIA’s

dominant

position

in

state-of-the-art

GPUs,

combined

with

its

embedded

software,

has

created

an

expanding

moat

behind

which

the

chipmaker

should

be

able

to

continue

to

innovate

and

grow

earnings.

Microsoft,

which

represents

the

fund’s

largest

position,

also

outperformed

during

the

year.

The

market

responded

positively

to

reacceleration

in

the

company’s

cloud

business

as

headwinds

from

information

technology

(IT)

spending

constraints

began

to

fade.

AI

tailwinds

also

provided

a

boost

for

the

stock;

Microsoft’s

investments

in

the

space

began

to

produce

tangible

gains,

with

contributions

from

AI

services

starting

to

move

the

needle

on

Azure

growth.

Our

position

in

ServiceNow

further

assisted

performance

as

the

company

presented

strong

execution

amid

a

difficult

IT

spending

environment

and

gained

early

traction

with

newly

launched

generative

AI-driven

solutions.

(Please

refer

to

the

portfolio

of

investments

for

a

complete

list

of

holdings

and

the

amount

each

represents

in

the

portfolio.)

The

fund’s

second-largest

sector

allocation

is

in

communication

services,

where

a

handful

of

names

in

digital

advertising

bounced

back

following

disappointing

performances

in

2022.

Shares

of

social

media

giant

Meta

Platforms

surged

over

the

past

12

months,

driven

by

(1)

the

company’s

continued

focus

on

cost

discipline,

(2)

a

rebound

in

digital

ad

spending,

and

(3)

improving

monetization

trends

within

short-form

video.

Alphabet

also

added

value

as

shares

were

driven

higher

by

a

reacceleration

in

advertising

spending

for

both

its

search

and

YouTube

segments,

encouraging

engagement

and

monetization

signals

from

AI

efforts,

and

some

modest

improvement

on

cost

control

efforts.

Robust

consumer

spending

guided

the

consumer

discretionary

sector

higher.

Shares

of

Amazon.com,

one

of

our

largest

holdings,

gained

due

to

improving

profitability

in

its

North

American

e-commerce

segment

and

better-than-

expected

results

from

Amazon

Web

Services

as

cloud

optimization

headwinds

began

to

abate.

Our

exposure

to

Tesla

also

assisted.

Shares

of

the

electric

vehicle

manufacturer

outperformed

in

the

first

half

of

the

year,

recovering

ground

early

in

the

period

after

management

assuaged

concerns

about

the

low

end

of

margin

structures

following

price

cuts

and

reaffirmed

strong

levels

of

demand.

The

stock

also

received

a

boost

from

a

wave

of

positive

sentiment

around

AI

and

speculation

that

the

company

would

be

a

significant

AI

beneficiary.

While

our

favorable

positioning

in

a

narrow

group

of

market-leading

names

was

a

notable

source

of

strength

for

the

fund,

we

were

also

rewarded

for

being

right

on

some

high-conviction

ideas

within

health

care

where

our

investment

theses

are

playing

out

nicely.

Shares

of

Eli

Lilly

traded

significantly

higher,

buoyed

by

impressive

sales

across

its

product

portfolio,

better-than-expected

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

5

clinical

data

for

its

developmental

Alzheimer’s

drug,

and

surging

attention

and

optimism

around

the

GLP-1

agonist

drug

class,

which

several

of

the

company’s

most

significant

diabetes

and

weight

loss

treatments

belong

to.

Our

position

in

Intuitive

Surgical

also

contributed.

Despite

facing

some

concerns

that

GLP-1

drugs

may

have

a

negative

impact

on

its

bariatrics

business,

the

stock

finished

the

year

higher,

driven

by

better-than-anticipated

procedure

growth—the

engine

of

the

robot-assisted

surgery

company’s

business

model.

No

subsectors

hurt

relative

performance

during

the

period.

However,

from

an

absolute

perspective,

Dollar

General

and

Charles

Schwab,

a

discount

retailer

and

leading

wealth

management

platform,

respectively,

were

two

of

the

largest

detractors

from

the

fund’s

performance.

How

is

the

fund

positioned?

We

are

largely

satisfied

with

the

positioning

of

the

fund.

During

the

year,

fundamentally

driven

selling

was

limited,

and

we

trimmed

a

handful

of

our

best-performing

ideas

on

strength

in

order

to

maintain

our

desired

position

size.

Purchasing

activity

was

also

finite,

but

in

an

effort

to

cast

a

wider

net

across

sectors

and

add

some

defensive

exposure

on

the

margins,

we

identified

a

few

opportunities

within

consumer

staples,

energy,

and

utilities

that

meet

our

earnings

growth

criteria.

Information

technology

continues

to

be

our

largest

sector

allocation,

where

powerful

secular

growth

themes

such

as

cloud

computing

and

generative

AI

represent

massive

profit

opportunities;

however,

the

sector

was

a

significant

source

of

sales

in

2023.

We

sold

shares

of

Microsoft

on

strength.

We

maintain

a

positive

view

of

the

company

as

Microsoft’s

broad-based

success

in

cloud

computing

with

Office

365

and

Azure,

along

with

its

early

leadership

in

AI,

have

made

it

a

singularly

advantaged

and

valuable

enterprise

technology

business

that

we

believe

will

be

able

to

deliver

above-average

growth

over

the

long

term.

We

also

sold

shares

of

a

handful

of

semiconductors

and

semiconductor

equipment

names

that

benefited

from

a

groundswell

of

enthusiasm

around

AI,

sparked

by

recent

advancements

in

the

technology,

including

NVIDIA,

Advanced

Micro

Devices,

ASML

Holding,

and

Marvell

Technology—which

we

eliminated

late

in

the

year.

We

were

also

net

sellers

in

communication

services,

mainly

driven

by

Alphabet,

which

we

trimmed

into

strength;

however,

the

internet

search

giant

remains

a

top-five

holding

in

the

fund.

With

dominant

positions

across

everyday

use

internet

utilities,

combined

with

world-class

computing

infrastructure

and

talent,

Alphabet

remains

well

positioned

to

extract

value

from

the

economy

as

the

world

becomes

more

digital.

Furthermore,

we

believe

the

company

stands

to

benefit

as

it

leverages

its

considerable

AI

research

for

practical,

market-

leading

services

across

its

user

base.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

6

On

the

other

hand,

we

were

able

to

identify

a

few

opportunities

within

the

utilities

and

consumer

staples

sectors

that

meet

our

earnings

growth

criteria.

During

the

period,

we

initiated

a

position

in

Constellation

Energy,

which

is

the

United

States’

largest

producer

of

clean,

carbon-free

energy,

as

well

as

a

leader

in

nuclear

power

and

a

predominant

supplier

of

energy

products

and

services

to

homes,

businesses,

and

the

public

sector.

We

believe

Constellation

will

likely

benefit

from

margin

expansion,

given

our

expectations

that

overall

energy

prices

are

likely

to

rise,

while

the

input

costs

for

nuclear

power

remain

unchanged.

We

also

initiated

a

stake

in

Mondelez

International,

a

leading

manufacturer

of

snacks,

which

is

well

managed

and

is

undergoing

a

portfolio

transformation

that

should

boost

sales

growth

and

profitability.

Similarly,

within

the

energy

sector,

we

initiated

a

new

position

in

Schlumberger—a

global

leader

in

oil

field

services

with

a

revenue

mix

that

primarily

skews

international.

We

bought

shares

of

the

company,

which

is

widely

regarded

as

the

technology

leader

in

oil

field

services,

as

we

expect

Schlumberger

to

be

a

primary

beneficiary

of

the

international

and

offshore

capital

expenditure

upcycle.

What

is

portfolio

management’s

outlook?

Continued

trends

in

disinflation,

alongside

a

handful

of

benign

jobs

reports,

have

widened

the

runway

for

a

soft

landing.

The

Federal

Reserve’s

dovish

pivot—and

implied

rate

cut

cadence—has

encouraged

risk-on

behavior

as

the

probability

of

a

recession

continues

to

decline.

We

believe

equity

returns

are

likely

to

be

more

subdued

in

2024;

an

additional

move

higher

will

likely

hinge

on

the

ability

of

companies

to

demonstrate

meaningful

earnings

and

free

cash

flow

growth

following

the

significant

move

up

in

the

last

12

months,

which

was

aided

in

large

part

by

multiple

expansion.

From

a

positioning

standpoint,

we

continue

to

refrain

from

taking

a

pronounced

stance

on

macroeconomic

implications,

and,

instead,

SECTOR

DIVERSIFICATION

Percent

of

Net

Assets

6/30/23

12/31/23

Information

Technology  

43.2‌%

41.4‌%

Communication

Services  

15.2‌

15.6‌

Consumer

Discretionary  

14.6‌

14.8‌

Health

Care  

12.7‌

12.2‌

Financials  

10.2‌

9.7‌

Industrials

and

Business

Services  

2.1‌

2.3‌

Consumer

Staples  

0.6‌

1.4‌

Materials  

0.9‌

0.9‌

Utilities  

0.2‌

0.5‌

Energy  

0.0‌

0.3‌

Real

Estate  

0.0‌

0.0‌

Other

and

Reserves  

0.3‌

0.9‌

Total

100.0‌%

100.0‌%

Historical

weightings

reflect

current

industry/sector

classifications.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

7

we

are

aiming

for

a

balanced

approach

of

offensive

ideas

that

can

thrive

if

the

skies

continue

to

clear,

as

well

as

defensive

positions

that

can

provide

downside

support.

Similarly,

predicting

election

outcomes

and

subsequent

market

impacts

is

not

an

area

of

focus

at

this

stage;

however,

as

political

agendas

come

into

focus

and

the

balance

of

political

power

crystalizes,

actionable

idiosyncratic

investment

opportunities

may

present

themselves.

The

views

expressed

reflect

the

opinions

of

T.

Rowe

Price

as

of

the

date

of

this

report

and

are

subject

to

change

based

on

changes

in

market,

economic,

or

other

conditions.

These

views

are

not

intended

to

be

a

forecast

of

future

events

and

are

no

guarantee

of

future

results.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

8

RISKS

OF

INVESTING

IN

THE

FUND

RISKS

OF

STOCK

INVESTING

The

fund’s

share

price

can

fall

because

of

weakness

in

the

stock

markets,

a

particular

industry,

or

specific

holdings.

Stock

markets

can

decline

for

many

reasons,

including

adverse

political

or

economic

developments,

changes

in

investor

psychology,

or

heavy

institutional

selling.

The

prospects

for

an

industry

or

company

may

deteriorate

because

of

a

variety

of

factors,

including

disappointing

earnings

or

changes

in

the

competitive

environment.

In

addition,

the

investment

manager’s

assessment

of

companies

held

in

a

fund

may

prove

incorrect,

resulting

in

losses

or

poor

performance

even

in

rising

markets.

RISKS

OF

GROWTH

INVESTING

Growth

stocks

tend

to

be

more

volatile

than

other

types

of

stocks,

and

their

prices

may

fluctuate

more

dramatically

than

the

overall

stock

markets.

Growth

stocks

are

typically

priced

higher

than

other

stocks

because

investors

believe

they

have

more

growth

potential,

which

may

or

may

not

be

realized.

Since

these

companies

usually

invest

a

high

portion

of

earnings

in

their

businesses,

they

may

lack

the

dividends

that

can

cushion

stock

prices

in

a

falling

market.

In

addition,

earnings

disappointments

often

lead

to

sharply

falling

prices

for

growth

stocks.

BENCHMARK

INFORMATION

Note:

Portions

of

the

mutual

fund

information

contained

in

this

report

was

supplied

by

Lipper,

a

Refinitiv

Company,

subject

to

the

following:

Copyright

2024

©

Refinitiv.

All

rights

reserved.

Any

copying,

republication

or

redistribution

of

Lipper

content

is

expressly

prohibited

without

the

prior

written

consent

of

Lipper.

Lipper

shall

not

be

liable

for

any

errors

or

delays

in

the

content,

or

for

any

actions

taken

in

reliance

thereon.

Note:

London

Stock

Exchange

Group

plc

and

its

group

undertakings

(collectively,

the

“LSE

Group”).

©

LSE

Group

2024.

FTSE

Russell

is

a

trading

name

of

certain

of

the

LSE

Group

companies.  “Russell

®

” is/are

a

trademark(s)

of

the

relevant

LSE

Group

companies

and

is/are

used

by

any

other

LSE

Group

company

under

license.

All

rights

in

the

FTSE

Russell

indexes

or

data

vest

in

the

relevant

LSE

Group

company

which

owns

the

index

or

the

data.

Neither

LSE

Group

nor

its

licensors

accept

any

liability

for

any

errors

or

omissions

in

the

indexes

or

data

and

no

party

may

rely

on

any

indexes

or

data

contained

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

9

in

this

communication.

No

further

distribution

of

data

from

the

LSE

Group

is

permitted

without

the

relevant

LSE

Group

company’s

express

written

consent.

The

LSE

Group

does

not

promote,

sponsor

or

endorse

the

content

of

this

communication.

The

LSE

Group

is

not

responsible

for

the

formatting

or

configuration

of

this

material

or

for

any

inaccuracy

in

T.

Rowe

Price’s

presentation

thereof.

Note:

The

S&P

500

Index

is

a

product

of

S&P

Dow

Jones

Indices

LLC,

a

division

of

S&P

Global,

or

its

affiliates

(“SPDJI”)

and

has

been

licensed

for

use

by

T.

Rowe

Price.

Standard

&  Poor’s

®

and

S&P

®

 are

registered

trademarks of

Standard

&

Poor’s

Financial

Services

LLC,

a

division

of

S&P

Global (“S&P”);

Dow

Jones

®

is

a

registered

trademark

of

Dow

Jones

Trademark

Holdings

LLC

(“Dow

Jones”);

T.

Rowe

Price

is

not

sponsored,

endorsed,

sold

or

promoted

by

SPDJI,

Dow

Jones,

S&P,

or

their

respective

affiliates,

and

none

of

such

parties

make

any

representation

regarding

the

advisability

of

investing

in

such

product(s)

nor

do

they

have

any

liability

for

any

errors,

omissions,

or

interruptions

of

the

S&P

500

Index.

BENCHMARK

INFORMATION

(continued)

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

10

PORTFOLIO

HIGHLIGHTS

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

12/31/23

Microsoft

13.9‌%

Apple

10.0‌ 

Amazon.com

8.1‌ 

Alphabet

7.9‌ 

NVIDIA

6.2‌ 

Meta

Platforms

5.0‌

Visa

3.2‌

UnitedHealth

Group

3.2‌

Eli

Lilly

2.9‌

Mastercard

2.6‌

Tesla

2.5‌

ServiceNow

2.4‌

Intuitive

Surgical

1.5‌

Netflix

1.5‌

Synopsys

1.2‌

Intuit

1.2‌

Thermo

Fisher

Scientific

1.2‌

ASML

Holding

1.2‌

Chubb

1.0‌

T-Mobile

U.S.

1.0‌

Chipotle

Mexican

Grill

0.9‌

Booking

Holdings

0.9‌

Roper

Technologies

0.7‌

Advanced

Micro

Devices

0.7‌

Shopify

0.7‌

Total

81.6‌%

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

Blue

Chip

Growth

Fund

11

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund returns

as

well

as

mutual fund

averages

and

indexes.

BLUE

CHIP

GROWTH

FUND 

Note:

Performance

for

the Advisor,

R,

I,

and

Z

Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table

on

the

next

page. 

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

12

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

12/31/23

1

Year

5

Years

10

Years

Since

Inception

Inception

Date

Blue

Chip

Growth

Fund

–

.

49.36‌%

13.58‌%

12.44‌%

–‌

–

Blue

Chip

Growth

Fund–

.

Advisor  Class

48.97‌

13.28‌

12.14‌

–‌

–

Blue

Chip

Growth

Fund–

.

R  Class

48.60‌

12.99‌

11.85‌

–‌

–

Blue

Chip

Growth

Fund–

.

I  Class

49.55‌

13.73‌

–‌

13.08‌%

12/17/15

Blue

Chip

Growth

Fund–

.

Z  Class

50.40‌

–‌

–‌

2.44‌

2/22/21

The

fund’s

performance

information

represents

only

past

performance

and

is

not

necessarily

an

indication

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

cited.

Share

price,

principal

value,

and

return

will

vary,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

For

the

most

recent

month-end

performance,

please

visit

our

website

(troweprice.com)

or

contact

a

T.

Rowe

Price

representative

at

1

-

800

-

225

-

5132

or,

for

0.02

Advisor,

0.03

R,

0.04

I

,

and

0.05

Z

Class

shares,

1-800-638-8790.

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

had

been

earned

at

a

constant

rate.

Average

annual

total

return

figures

include

changes

in

principal

value,

reinvested

dividends,

and

capital

gain

distributions.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

When

assessing

performance,

investors

should

consider

both

short-

and

long-term

returns.

Investors

should

note

that

short-term

returns

greater

than

40%

are

highly

unusual

and

unlikely

to

be

sustained.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

13

EXPENSE

RATIO

FUND

EXPENSE

EXAMPLE

As

a

mutual

fund

shareholder,

you

may

incur

two

types

of

costs:

(1)

transaction

costs,

such

as

redemption

fees

or

sales

loads,

and

(2)

ongoing

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

fund

expenses.

The

following

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

most

recent

six-month

period

and

held

for

the

entire

period.

Please

note

that

the

fund

has

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. 

Blue

Chip

Growth

Fund

0.71‌%

Blue

Chip

Growth

Fund–Advisor

Class

0.97‌ 

Blue

Chip

Growth

Fund–R

Class

1.23‌ 

Blue

Chip

Growth

Fund–I

Class

0.57‌ 

Blue

Chip

Growth

Fund–Z

Class

0.56‌ 

The

expense

ratio

shown

is

as

of

the

fund’s

most

recent

prospectus.

This

number

may

vary

from

the

expense

ratio

shown

elsewhere

in

this

report

because

it

is

based

on

a

different

time

period

and,

if

applicable,

includes

acquired

fund

fees

and

expenses

but

does

not

include

fee

or

expense

waivers.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

14

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.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

15

BLUE

CHIP

GROWTH

FUND

Beginning

Account

Value

7/1/23

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period*

7/1/23

to

12/31/23

Investor

Class

Actual

$1,000.00

$1,106.30

$3.72

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.68

  3.57

Advisor

Class

Actual

  1,000.00

  1,104.80

  5.15

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.32

  4.94

R

Class

Actual

  1,000.00

  1,103.40

  6.47

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,019.06

  6.21

I

Class

Actual

  1,000.00

  1,107.00

  3.03

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.33

  2.91

Z

Class

Actual

  1,000.00

  1,110.20

  0.00

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,025.21

  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

(184),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.70%,

the

2

Advisor Class

was

0.97%,

the

3

R

Class

was

1.22%,

the

4

I Class

was

0.57%,

and

the

5

Z Class

was

0.00%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

Financial

Highlights

16

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

..

Year

..

..

Ended

.

12/31/23

12/31/22

12/31/21

12/31/20

12/31/19

NET

ASSET

VALUE

Beginning

of

period

$

103.51‌

$

177.82‌

$

165.52‌

$

124.35‌

$

96.03‌

Investment

activities

Net

investment

income

(loss)

(1)(2)

(0.11‌)

(0.28‌)

(0.65‌)

(0.36‌)

0.08‌

Net

realized

and

unrealized

gain/

loss

51.15‌

(67.96‌)

29.63‌

43.49‌

28.69‌

Total

from

investment

activities

51.04‌

(68.24‌)

28.98‌

43.13‌

28.77‌

Distributions

Net

investment

income

—‌

—‌

—‌

—‌

(0.11‌)

Net

realized

gain

(5.21‌)

(6.07‌)

(16.68‌)

(1.96‌)

(0.34‌)

Total

distributions

(5.21‌)

(6.07‌)

(16.68‌)

(1.96‌)

(0.45‌)

NET

ASSET

VALUE

End

of

period

$

149.34‌

$

103.51‌

$

177.82‌

$

165.52‌

$

124.35‌

Ratios/Supplemental

Data

Total

return

(2)(3)

49.36‌%

(38.60‌)%

17.70‌%

34.73‌%

29.97‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.70‌%

0.71‌%

0.69‌%

0.68‌%

0.69‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.70‌%

0.71‌%

0.69‌%

0.68‌%

0.69‌%

Net

investment

income

(loss)

(0.09‌)%

(0.21‌)%

(0.36‌)%

(0.26‌)%

0.07‌%

Portfolio

turnover

rate

9.8‌%

10.5‌%

39.1‌%

28.5‌%

31.5‌%

Net

assets,

end

of

period

(in

millions)

$28,311

$24,442

$59,295

$57,355

$44,552

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

Financial

Highlights

17

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Advisor

Class

..

Year

..

..

Ended

.

12/31/23

12/31/22

12/31/21

12/31/20

12/31/19

NET

ASSET

VALUE

Beginning

of

period

$

100.72‌

$

173.70‌

$

162.01‌

$

122.08‌

$

94.45‌

Investment

activities

Net

investment

loss

(1)(2)

(0.42‌)

(0.61‌)

(1.12‌)

(0.72‌)

(0.23‌)

Net

realized

and

unrealized

gain/

loss

49.69‌

(66.30‌)

28.98‌

42.61‌

28.20‌

Total

from

investment

activities

49.27‌

(66.91‌)

27.86‌

41.89‌

27.97‌

Distributions

Net

realized

gain

(5.21‌)

(6.07‌)

(16.17‌)

(1.96‌)

(0.34‌)

NET

ASSET

VALUE

End

of

period

$

144.78‌

$

100.72‌

$

173.70‌

$

162.01‌

$

122.08‌

Ratios/Supplemental

Data

Total

return

(2)(3)

48.97‌%

(38.75‌)%

17.39‌%

34.36‌%

29.62‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.96‌%

0.97‌%

0.95‌%

0.96‌%

0.96‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.96‌%

0.97‌%

0.95‌%

0.96‌%

0.96‌%

Net

investment

loss

(0.33‌)%

(0.47‌)%

(0.63‌)%

(0.53‌)%

(0.21‌)%

Portfolio

turnover

rate

9.8‌%

10.5‌%

39.1‌%

28.5‌%

31.5‌%

Net

assets,

end

of

period

(in

millions)

$1,121

$1,342

$3,194

$3,338

$3,480

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

Financial

Highlights

18

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

R

Class

..

Year

..

..

Ended

.

12/31/23

12/31/22

12/31/21

12/31/20

12/31/19

NET

ASSET

VALUE

Beginning

of

period

$

95.05‌

$

164.88‌

$

154.78‌

$

116.99‌

$

90.76‌

Investment

activities

Net

investment

loss

(1)(2)

(0.72‌)

(0.87‌)

(1.51‌)

(1.03‌)

(0.50‌)

Net

realized

and

unrealized

gain/

loss

46.86‌

(62.89‌)

27.64‌

40.78‌

27.07‌

Total

from

investment

activities

46.14‌

(63.76‌)

26.13‌

39.75‌

26.57‌

Distributions

Net

realized

gain

(5.21‌)

(6.07‌)

(16.03‌)

(1.96‌)

(0.34‌)

NET

ASSET

VALUE

End

of

period

$

135.98‌

$

95.05‌

$

164.88‌

$

154.78‌

$

116.99‌

Ratios/Supplemental

Data

Total

return

(2)(3)

48.60‌%

(38.91‌)%

17.08‌%

34.02‌%

29.28‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

1.22‌%

1.23‌%

1.22‌%

1.21‌%

1.22‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

1.22‌%

1.23‌%

1.22‌%

1.21‌%

1.22‌%

Net

investment

loss

(0.60‌)%

(0.72‌)%

(0.89‌)%

(0.79‌)%

(0.47‌)%

Portfolio

turnover

rate

9.8‌%

10.5‌%

39.1‌%

28.5‌%

31.5‌%

Net

assets,

end

of

period

(in

millions)

$727

$629

$1,150

$1,138

$910

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

Financial

Highlights

19

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

..

Year

..

..

Ended

.

12/31/23

12/31/22

12/31/21

12/31/20

12/31/19

NET

ASSET

VALUE

Beginning

of

period

$

103.92‌

$

178.23‌

$

165.90‌

$

124.47‌

$

96.12‌

Investment

activities

Net

investment

income

(loss)

(1)(2)

0.06‌

(0.08‌)

(0.43‌)

(0.19‌)

0.22‌

Net

realized

and

unrealized

gain/

loss

51.38‌

(68.16‌)

29.71‌

43.58‌

28.73‌

Total

from

investment

activities

51.44‌

(68.24‌)

29.28‌

43.39‌

28.95‌

Distributions

Net

investment

income

—‌

—‌

—‌

—‌

(0.26‌)

Net

realized

gain

(5.21‌)

(6.07‌)

(16.95‌)

(1.96‌)

(0.34‌)

Total

distributions

(5.21‌)

(6.07‌)

(16.95‌)

(1.96‌)

(0.60‌)

NET

ASSET

VALUE

End

of

period

$

150.15‌

$

103.92‌

$

178.23‌

$

165.90‌

$

124.47‌

Ratios/Supplemental

Data

Total

return

(2)(3)

49.55‌%

(38.51‌)%

17.85‌%

34.90‌%

30.13‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0.58‌%

0.57‌%

0.56‌%

0.56‌%

0.56‌%

Net

expenses

after

waivers/

payments

by

Price

Associates

0.58‌%

0.57‌%

0.56‌%

0.56‌%

0.56‌%

Net

investment

income

(loss)

0.04‌%

(0.06‌)%

(0.23‌)%

(0.13‌)%

0.20‌%

Portfolio

turnover

rate

9.8‌%

10.5‌%

39.1‌%

28.5‌%

31.5‌%

Net

assets,

end

of

period

(in

millions)

$24,491

$23,365

$38,145

$33,392

$20,898

0‌%

0‌%

0‌%

0‌%

0‌%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

6

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

Financial

Highlights

20

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Z

Class

(1)

..

Year

..

..

Ended

.

2/22/21

(1)

Through

12/31/21

12/31/23

12/31/22

NET

ASSET

VALUE

Beginning

of

period

$

104.21‌

$

177.68‌

$

170.14‌

Investment

activities

Net

investment

income

(2)(3)

0.81‌

0.66‌

0.51‌

Net

realized

and

unrealized

gain/loss

51.66‌

(68.06‌)

24.96‌

Total

from

investment

activities

52.47‌

(67.40‌)

25.47‌

Distributions

Net

realized

gain

(5.21‌)

(6.07‌)

(17.93‌)

NET

ASSET

VALUE

End

of

period

$

151.47‌

$

104.21‌

$

177.68‌

Ratios/Supplemental

Data

Total

return

(3)(4)

50.40‌%

(38.16‌)%

15.17‌%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

waivers/payments

by

Price

Associates

0.56‌%

0.56‌%

0.56‌%

(5)

Net

expenses

after

waivers/payments

by

Price

Associates

0.00‌%

0.00‌%

0.00‌%

(5)

Net

investment

income

0.61‌%

0.51‌%

0.32‌%

(5)

Portfolio

turnover

rate

9.8‌%

10.5‌%

39.1‌%

Net

assets,

end

of

period

(in

thousands)

$409,177

$317,905

$463,935

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

Blue

Chip

Growth

Fund

December

31,

2023

21

Portfolio

of

Investments

‡

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

COMMON

STOCKS

98.8%

COMMUNICATION

SERVICES

15.6%

Entertainment

1.7%

Netflix (1)

1,666,156‌

811,218‌

Sea,

ADR  (1)(2)

2,473,999‌

100,197‌

911,415‌

Interactive

Media

&

Services

12.9%

Alphabet,

Class

A  (1)

5,708,149‌

797,371‌

Alphabet,

Class

C  (1)

25,435,783‌

3,584,665‌

Meta

Platforms,

Class

A  (1)

7,718,348‌

2,731,987‌

7,114,023‌

Wireless

Telecommunication

Services

1.0%

T-Mobile

U.S. 

3,458,130‌

554,442‌

554,442‌

Total

Communication

Services

8,579,880‌

CONSUMER

DISCRETIONARY

14.8%

Automobiles

2.5%

Tesla (1)

5,467,702‌

1,358,615‌

1,358,615‌

Broadline

Retail

8.1%

Amazon.com (1)

29,331,859‌

4,456,683‌

4,456,683‌

Hotels,

Restaurants

&

Leisure

2.1%

Booking

Holdings  (1)

145,254‌

515,248‌

Chipotle

Mexican

Grill  (1)

226,200‌

517,310‌

DoorDash,

Class

A  (1)(2)

1,474,539‌

145,817‌

1,178,375‌

Specialty

Retail

1.3%

Carvana (1)(2)

2,732,432‌

144,655‌

Ross

Stores 

2,527,473‌

349,777‌

TJX 

2,644,176‌

248,050‌

742,482‌

Textiles,

Apparel

&

Luxury

Goods

0.8%

Lululemon

Athletica  (1)(2)

554,900‌

283,715‌

NIKE,

Class

B 

1,445,504‌

156,938‌

440,653‌

Total

Consumer

Discretionary

8,176,808‌

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

22

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

CONSUMER

STAPLES

1.4%

Consumer

Staples

Distribution

&

Retail

0.6%

Dollar

General 

2,570,736‌

349,491‌

349,491‌

Food

Products

0.3%

Mondelez

International,

Class

A 

2,105,006‌

152,466‌

152,466‌

Household

Products

0.5%

Colgate-Palmolive 

1,709,298‌

136,248‌

Procter

&

Gamble 

871,705‌

127,740‌

263,988‌

Total

Consumer

Staples

765,945‌

ENERGY

0.3%

Energy

Equipment

&

Services

0.3%

Schlumberger 

3,344,289‌

174,037‌

Total

Energy

174,037‌

FINANCIALS

9.7%

Capital

Markets

1.8%

Charles

Schwab 

3,026,174‌

208,201‌

Goldman

Sachs

Group 

381,679‌

147,240‌

Morgan

Stanley 

2,793,891‌

260,530‌

MSCI 

107,207‌

60,642‌

S&P

Global 

680,420‌

299,739‌

976,352‌

Financial

Services

6.3%

Adyen

(EUR)  (1)

98,079‌

126,614‌

ANT

Group,

Acquisition

Date:

8/14/23,

Cost $37,936  (1)(3)(4)

37,935,948‌

37,147‌

Fiserv  (1)

910,270‌

120,920‌

Mastercard,

Class

A 

3,348,760‌

1,428,280‌

Visa,

Class

A  (2)

6,811,673‌

1,773,419‌

3,486,380‌

Insurance

1.6%

Chubb (2)

2,476,908‌

559,781‌

Marsh

&

McLennan 

1,770,599‌

335,476‌

895,257‌

Total

Financials

5,357,989‌

HEALTH

CARE

12.2%

Health

Care

Equipment

&

Supplies

2.2%

Align

Technology  (1)

133,053‌

36,456‌

Intuitive

Surgical  (1)

2,415,475‌

814,885‌

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

23

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Stryker 

1,040,600‌

311,618‌

Teleflex 

297,971‌

74,296‌

1,237,255‌

Health

Care

Providers

&

Services

4.2%

Elevance

Health 

487,912‌

230,080‌

Humana 

721,837‌

330,464‌

UnitedHealth

Group 

3,361,238‌

1,769,591‌

2,330,135‌

Health

Care

Technology

0.2%

Veeva

Systems,

Class

A  (1)

617,844‌

118,947‌

118,947‌

Life

Sciences

Tools

&

Services

1.8%

Danaher 

1,463,710‌

338,615‌

Thermo

Fisher

Scientific 

1,219,907‌

647,514‌

986,129‌

Pharmaceuticals

3.8%

AstraZeneca,

ADR  (2)

1,922,249‌

129,464‌

Eli

Lilly 

2,778,557‌

1,619,676‌

Zoetis 

1,608,877‌

317,544‌

2,066,684‌

Total

Health

Care

6,739,150‌

INDUSTRIALS

&

BUSINESS

SERVICES

2.3%

Aerospace

&

Defense

0.3%

TransDigm

Group  (2)

142,366‌

144,017‌

144,017‌

Commercial

Services

&

Supplies

0.3%

Cintas 

180,085‌

108,530‌

Veralto 

488,469‌

40,181‌

148,711‌

Ground

Transportation

0.4%

Old

Dominion

Freight

Line 

517,151‌

209,617‌

209,617‌

Industrial

Conglomerates

1.3%

General

Electric 

2,263,311‌

288,866‌

Roper

Technologies 

748,562‌

408,094‌

696,960‌

Total

Industrials

&

Business

Services

1,199,305‌

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

24

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

INFORMATION

TECHNOLOGY

41.1%

Electronic

Equipment,

Instruments

&

Components

0.2%

TE

Connectivity 

691,558‌

97,164‌

97,164‌

IT

Services

1.4%

MongoDB (1)

768,377‌

314,151‌

Shopify,

Class

A  (1)(2)

4,597,644‌

358,156‌

Snowflake,

Class

A  (1)

621,091‌

123,597‌

795,904‌

Semiconductors

&

Semiconductor

Equipment

9.4%

Advanced

Micro

Devices  (1)

2,592,246‌

382,123‌

ASML

Holding 

835,997‌

632,783‌

Lam

Research 

117,391‌

91,948‌

Monolithic

Power

Systems  (2)

516,987‌

326,105‌

NVIDIA 

6,927,113‌

3,430,445‌

Taiwan

Semiconductor

Manufacturing,

ADR  (2)

1,758,697‌

182,904‌

Texas

Instruments 

703,911‌

119,989‌

5,166,297‌

Software

20.1%

Atlassian,

Class

A  (1)

859,521‌

204,446‌

BILL

Holdings  (1)(2)

1,432,391‌

116,869‌

Canva,

Acquisition

Date:

8/16/21

-

12/17/21,

Cost $99,124  (1)(3)

(4)

58,155‌

62,032‌

Confluent,

Class

A  (1)(2)

2,577,824‌

60,321‌

Crowdstrike

Holdings,

Class

A  (1)(2)

482,703‌

123,244‌

Datadog,

Class

A  (1)

912,731‌

110,787‌

Fortinet  (1)

682,707‌

39,959‌

Gusto,

Acquisition

Date:

10/4/21,

Cost $32,574  (1)(3)(4)

1,131,497‌

17,402‌

Intuit 

1,044,783‌

653,021‌

Microsoft 

20,409,708‌

7,674,866‌

ServiceNow  (1)

1,875,858‌

1,325,275‌

Synopsys  (1)

1,294,331‌

666,464‌

11,054,686‌

Technology

Hardware,

Storage

&

Peripherals

10.0%

Apple 

28,721,306‌

5,529,713‌

5,529,713‌

Total

Information

Technology

22,643,764‌

MATERIALS

0.9%

Chemicals

0.9%

Linde 

632,308‌

259,695‌

Sherwin-Williams 

819,127‌

255,486‌

Total

Materials

515,181‌

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

25

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

UTILITIES

0.5%

Electric

Utilities

0.5%

Constellation

Energy 

2,351,247‌

274,837‌

Total

Utilities

274,837‌

Total

Common

Stocks

(Cost

$17,238,028)

54,426,896‌

CONVERTIBLE

PREFERRED

STOCKS

0.3%

INFORMATION

TECHNOLOGY

0.3%

Software

0.3%

Canva,

Series

A,

Acquisition

Date:

11/4/21

-

12/17/21,

Cost $6,254  (1)(3)(4)

3,669‌

3,914‌

Canva,

Series

A-3,

Acquisition

Date:

11/4/21

-

12/17/21,

Cost $699  (1)(3)(4)

410‌

437‌

Canva,

Series

A-4,

Acquisition

Date:

11/4/21

-

12/17/21,

Cost $77  (1)(3)(4)

45‌

48‌

Canva,

Series

A-5,

Acquisition

Date:

11/4/21,

Cost $14  (1)(3)(4)

8‌

8‌

Databricks,

Series

G,

Acquisition

Date:

2/1/21,

Cost $31,087  (1)

(3)(4)

525,810‌

38,647‌

Databricks,

Series

H,

Acquisition

Date:

8/31/21,

Cost $93,418  (1)

(3)(4)

1,271,268‌

93,438‌

Databricks,

Series

I,

Acquisition

Date:

9/14/23,

Cost $10,422  (1)

(3)(4)

141,790‌

10,422‌

Gusto,

Series

E,

Acquisition

Date:

7/13/21,

Cost $46,365  (1)(3)(4)

1,525,418‌

23,461‌

Total

Information

Technology

170,375‌

Total

Convertible

Preferred

Stocks

(Cost

$188,336)

170,375‌

CORPORATE

BONDS

0.2%

Carvana,

12.00%,

12/1/28,

(12.00%

PIK)  (5)(6)

33,411,000‌

28,734‌

Carvana,

13.00%,

6/1/30,

(13.00%

PIK)  (5)(6)

50,117,000‌

42,098‌

Carvana,

14.00%,

6/1/31,

(14.00%

PIK)  (5)(6)

59,305,000‌

50,706‌

Total

Corporate

Bonds

(Cost

$123,982)

121,538‌

SHORT-TERM

INVESTMENTS

0.3%

Money

Market

Funds

0.3%

T.

Rowe

Price

Government

Reserve

Fund,

5.42%  (7)(8)

158,295,897‌

158,296‌

Total

Short-Term

Investments

(Cost

$158,296)

158,296‌

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

26

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

SECURITIES

LENDING

COLLATERAL

1.1%

INVESTMENTS

IN

A

POOLED

ACCOUNT

THROUGH

SECURITIES

LENDING

PROGRAM

WITH

STATE

STREET

BANK

AND

TRUST

COMPANY

1.1%

Money

Market

Funds

1.1%

T.

Rowe

Price

Government

Reserve

Fund,

5.42%  (7)(8)

582,436,170‌

582,436‌

Total

Investments

in

a

Pooled

Account

through

Securities

Lending

Program

with

State

Street

Bank

and

Trust

Company

582,436‌

Total

Securities

Lending

Collateral

(Cost

$582,436)

582,436‌

Total

Investments

in

Securities

100.7%

of

Net

Assets

(Cost

$18,291,078)

$

55,459,541‌

‡

Shares/Par

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

Non-income

producing

(2)

See

Note

3.

All

or

a

portion

of

this

security

is

on

loan

at

December

31,

2023.

(3)

See

Note

2.

Level

3

in

fair

value

hierarchy.

(4)

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

$286,956

and

represents

0.5%

of

net

assets.

(5)

Security

has

the

ability

to

pay

in-kind

or

pay

in

cash.

When

applicable,

separate

rates

of

such

payments

are

disclosed.

(6)

Security

was

purchased

pursuant

to

Rule

144A

under

the

Securities

Act

of

1933

and

may

be

resold

in

transactions

exempt

from

registration

only

to

qualified

institutional

buyers.

Total

value

of

such

securities

at

period-end

amounts

to

$121,538

and

represents

0.2%

of

net

assets.

(7)

Seven-day

yield

(8)

Affiliated

Companies

ADR

American

Depositary

Receipts

EUR

Euro

PIK

Payment-in-kind

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

27

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

AFFILIATED

COMPANIES

($000s)

The

fund

may

invest

in

certain

securities

that

are

considered

affiliated

companies.

As

defined

by

the

1940

Act,

an

affiliated

company

is

one

in

which

the

fund

owns

5%

or

more

of

the

outstanding

voting

securities,

or

a

company

that

is

under

common

ownership

or

control.

The

following

securities

were

considered

affiliated

companies

for

all

or

some

portion

of

the

year

ended

December

31,

2023.

Net

realized

gain

(loss),

investment

income,

change

in

net

unrealized

gain/loss,

and

purchase

and

sales

cost

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

T.

Rowe

Price

Government

Reserve

Fund,

5.42%

$

—‌

$

—‌

$

4,554‌++

Totals

$

—‌#

$

—‌

$

4,554‌+

Supplementary

Investment

Schedule

Affiliate

Value

12/31/22

Purchase

Cost

Sales

Cost

Value

12/31/23

T.

Rowe

Price

Government

Reserve

Fund,

5.42%

$

207,204‌

 ¤

  ¤

$

740,732‌

Total

$

740,732‌^

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

++

Excludes

earnings

on

securities

lending

collateral,

which

are

subject

to

rebates

and

fees

as

described

in

Note

3.

+

Investment

income

comprised

$4,554

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

$740,732.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

December

31,

2023

Statement

of

Assets

and

Liabilities

28

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$18,291,078)

$

55,459,541‌

Receivable

for

investment

securities

sold

352,752‌

Receivable

for

shares

sold

38,253‌

Dividends

and

interest

receivable

14,592‌

Foreign

currency

(cost

$1)

1‌

Other

assets

1,128‌

Total

assets

55,866,267‌

Liabilities

Obligation

to

return

securities

lending

collateral

582,436‌

Payable

for

shares

redeemed

191,817‌

Investment

management

fees

payable

25,749‌

Due

to

affiliates

889‌

Payable

to

directors

45‌

Other

liabilities

6,239‌

Total

liabilities

807,175‌

NET

ASSETS

$

55,059,092‌

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

December

31,

2023

Statement

of

Assets

and

Liabilities

29

($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)

$

37,907,807‌

Paid-in

capital

applicable

to

368,476,640

shares

of

$0.0001

par

value

capital

stock

outstanding;

2,000,000,000

shares

authorized

17,151,285‌

NET

ASSETS

$

55,059,092‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$28,310,707;

Shares

outstanding:

189,572,737)

$

149.34‌

Advisor

Class

(Net

assets:

$1,121,033;

Shares

outstanding:

7,743,042)

$

144.78‌

R

Class

(Net

assets:

$727,150;

Shares

outstanding:

5,347,654)

$

135.98‌

I

Class

(Net

assets:

$24,491,025;

Shares

outstanding:

163,111,905)

$

150.15‌

Z

Class

(Net

assets:

$409,177;

Shares

outstanding:

2,701,302)

$

151.47‌

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

Statement

of

Operations

30

($000s)

Year

Ended

12/31/23

Investment

Income

(Loss)

Income

Dividend

(net

of

foreign

taxes

of

$1,789)

$

309,373‌

    Interest

17,792‌

Securities

lending

207‌

Other

42‌

Total

income

327,414‌

Expenses

Investment

management

294,194‌

Shareholder

servicing

Investor

Class

$

36,335‌

Advisor

Class

1,890‌

R

Class

1,064‌

I

Class

2,926‌

42,215‌

Rule

12b-1

fees

Advisor

Class

3,148‌

R

Class

3,465‌

6,613‌

Prospectus

and

shareholder

reports

Investor

Class

1,494‌

Advisor

Class

38‌

R

Class

31‌

I

Class

942‌

2,505‌

Proxy

and

annual

meeting

1,494‌

Custody

and

accounting

708‌

Registration

266‌

Directors

186‌

Legal

and

audit

29‌

Miscellaneous

401‌

Waived

/

paid

by

Price

Associates

(2,123‌)

Total

expenses

346,488‌

Net

investment

loss

(19,074‌)

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

Statement

of

Operations

31

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

12/31/23

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

6,152,218‌

Foreign

currency

transactions

(20‌)

Net

realized

gain

6,152,198‌

Change

in

net

unrealized

gain

/

loss

on

securities

15,103,033‌

Net

realized

and

unrealized

gain

/

loss

21,255,231‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

21,236,157‌

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

Statement

of

Changes

in

Net

Assets

32

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/23

12/31/22

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

loss

$

(19,074‌)

$

(108,761‌)

Net

realized

gain

(loss)

6,152,198‌

(1,969,436‌)

Change

in

net

unrealized

gain

/

loss

15,103,033‌

(35,405,481‌)

Increase

(decrease)

in

net

assets

from

operations

21,236,157‌

(37,483,678‌)

Distributions

to

shareholders

Net

earnings

Investor

Class

(971,221‌)

(1,397,663‌)

Advisor

Class

(39,511‌)

(77,735‌)

R

Class

(27,064‌)

(38,085‌)

I

Class

(830,828‌)

(1,329,489‌)

Z

Class

(13,736‌)

(17,504‌)

Decrease

in

net

assets

from

distributions

(1,882,360‌)

(2,860,476‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

3,077,252‌

5,343,166‌

Advisor

Class

175,638‌

270,172‌

R

Class

75,221‌

111,855‌

I

Class

2,949,840‌

11,439,392‌

Z

Class

1,599‌

48,651‌

Distributions

reinvested

Investor

Class

927,124‌

1,329,882‌

Advisor

Class

38,184‌

74,999‌

R

Class

27,002‌

38,085‌

I

Class

784,624‌

1,254,183‌

Z

Class

13,736‌

17,504‌

Shares

redeemed

Investor

Class

(9,813,121‌)

(19,751,583‌)

Advisor

Class

(912,460‌)

(1,006,220‌)

R

Class

(249,530‌)

(203,369‌)

I

Class

(11,423,153‌)

(10,759,939‌)

Z

Class

(62,678‌)

(14,705‌)

Decrease

in

net

assets

from

capital

share

transactions

(14,390,722‌)

(11,807,927‌)

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

Statement

of

Changes

in

Net

Assets

33

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/23

12/31/22

Net

Assets

Increase

(decrease)

during

period

4,963,075‌

(52,152,081‌)

Beginning

of

period

50,096,017‌

102,248,098‌

End

of

period

$

55,059,092‌

$

50,096,017‌

*Share

information

(000s)

Shares

sold

Investor

Class

23,743‌

39,899‌

Advisor

Class

1,396‌

2,107‌

R

Class

626‌

931‌

I

Class

22,414‌

83,797‌

Z

Class

13‌

398‌

Distributions

reinvested

Investor

Class

6,273‌

11,997‌

Advisor

Class

267‌

695‌

R

Class

201‌

374‌

I

Class

5,281‌

11,270‌

Z

Class

92‌

157‌

Shares

redeemed

Investor

Class

(76,574‌)

(149,219‌)

Advisor

Class

(7,247‌)

(7,866‌)

R

Class

(2,098‌)

(1,663‌)

I

Class

(89,423‌)

(84,244‌)

Z

Class

(455‌)

(115‌)

Decrease

in

shares

outstanding

(115,491‌)

(91,482‌)

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

NOTES

TO

FINANCIAL

STATEMENTS

34

T.

Rowe

Price

Blue

Chip

Growth

Fund,

Inc.

(the

fund) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act)

as a

nondiversified, open-end

management

investment

company. The

fund

seeks

to

provide

long-term

capital

growth.

Income

is

a

secondary

objective.

The

fund

has five classes

of

shares:

the

Blue

Chip

Growth

Fund

(Investor

Class),

the

Blue

Chip

Growth

Fund–Advisor

Class

(Advisor

Class),

the

Blue

Chip

Growth

Fund–R

Class

(R

Class),

the

Blue

Chip

Growth

Fund–I

Class

(I

Class)

and

the

Blue

Chip

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

cost

basis. Premiums

and

discounts

on

debt

securities

are

amortized

for

financial

T.

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reporting

purposes. Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense. Dividends

received

from other

investment

companies are

reflected

as 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

year ended

December

31,

2023,

the

fund

realized

$221,894,000 of

net

gain

on

$300,477,000

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,

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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.

The

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2020–04,

Reference

Rate

Reform

(Topic

848) –

Facilitation

of

the

Effects

of

Reference

Rate

Reform

on

Financial

Reporting

in

March

2020

and

ASU

2021-01

in

January

2021

which

provided

further

amendments

and

clarifications

to

Topic

848.

These

ASUs provide

optional,

temporary

relief

with

respect

to

the

financial

reporting

of

contracts

subject

to

certain

types

of

modifications

due

to

the

planned

discontinuation

of

the

London

Interbank

Offered

Rate

(LIBOR),

and

other

interbank-offered

based

reference

rates,

through December

31,

2022.

In

December

2022,

FASB

issued

ASU

2022-06

which

defers

the

sunset

date

of

Topic

848

from

December

31,

2022

to

December

31,

2024,

after

which

entities

will

no

longer

be

permitted

to

apply

the

relief

in

Topic

848.

Management

intends

to

rely

upon

the

relief

provided

under

Topic

848,

which

is

not

expected to

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

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risks;

establishes

and

applies

fair

value

methodologies;

tests

fair

value

methodologies;

and

evaluates

pricing

vendors

and

pricing

agents.

The

duties

and

responsibilities

of

the

Valuation

Designee

are

performed

by

its

Valuation

Committee. The

Valuation

Designee provides

periodic

reporting

to

the

Board

on

valuation

matters.

Various

valuation

techniques

and

inputs

are

used

to

determine

the

fair

value

of

financial

instruments.

GAAP

establishes

the

following

fair

value

hierarchy

that

categorizes

the

inputs

used

to

measure

fair

value:

Level

1

–

quoted

prices

(unadjusted)

in

active

markets

for

identical

financial

instruments

that

the

fund

can

access

at

the

reporting

date

Level

2

–

inputs

other

than

Level

1

quoted

prices

that

are

observable,

either

directly

or

indirectly

(including,

but

not

limited

to,

quoted

prices

for

similar

financial

instruments

in

active

markets,

quoted

prices

for

identical

or

similar

financial

instruments

in

inactive

markets,

interest

rates

and

yield

curves,

implied

volatilities,

and

credit

spreads)

Level

3

–

unobservable

inputs

(including

the Valuation

Designee’s assumptions

in

determining

fair

value)

Observable

inputs

are

developed

using

market

data,

such

as

publicly

available

information

about

actual

events

or

transactions,

and

reflect

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

Unobservable

inputs

are

those

for

which

market

data

are

not

available

and

are

developed

using

the

best

information

available

about

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

GAAP

requires

valuation

techniques

to

maximize

the

use

of

relevant

observable

inputs

and

minimize

the

use

of

unobservable

inputs.

When

multiple

inputs

are

used

to

derive

fair

value,

the

financial

instrument

is

assigned

to

the

level

within

the

fair

value

hierarchy

based

on

the

lowest-level

input

that

is

significant

to

the

fair

value

of

the

financial

instrument.

Input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level

but

rather

the

degree

of

judgment

used

in

determining

those

values.

Valuation

Techniques 

Equity

securities,

including

exchange-traded

funds, listed

or

regularly

traded

on

a

securities

exchange

or

in

the

over-the-counter

(OTC)

market

are

valued

at

the

last

quoted

sale

price

or,

for

certain

markets,

the

official

closing

price

at

the

time

the

valuations

are

made.

OTC

Bulletin

Board

securities

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices.

A

security

that

is

listed

or

traded

on

more

than

one

exchange

is

valued

at

the

quotation

on

the

exchange

determined

to

be

the

primary

market

for

such

security.

Listed

securities

not

traded

on

a

particular

day

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices

for

domestic

securities

and

the

last

quoted

sale

or

closing

price

for

international

securities.

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The

last

quoted

prices

of

non-U.S.

equity

securities

may

be

adjusted

to

reflect

the

fair

value

of

such

securities

at

the

close

of

the

NYSE,

if

the Valuation

Designee

determines

that

developments

between

the

close

of

a

foreign

market

and

the

close

of

the

NYSE

will

affect

the

value

of

some

or

all

of

the fund’s portfolio

securities.

Each

business

day,

the

Valuation

Designee uses

information

from

outside

pricing

services

to

evaluate

the

quoted

prices

of

portfolio

securities

and,

if

appropriate,

decide whether

it

is

necessary

to

adjust

quoted

prices

to

reflect

fair

value

by

reviewing

a

variety

of

factors,

including

developments

in

foreign

markets,

the

performance

of

U.S.

securities

markets,

and

the

performance

of

instruments

trading

in

U.S.

markets

that

represent

foreign

securities

and

baskets

of

foreign

securities. The Valuation

Designee

uses

outside

pricing

services

to

provide

it

with

quoted

prices

and

information

to

evaluate

or

adjust

those

prices.

The Valuation

Designee

cannot

predict

how

often

it

will

use

quoted

prices

and

how

often

it

will

determine

it

necessary

to

adjust

those

prices

to

reflect

fair

value.

Debt

securities

generally

are

traded

in

the over-the-counter

(OTC)

market

and

are

valued

at

prices

furnished

by

independent

pricing

services

or

by

broker

dealers

who

make

markets

in

such

securities.

When

valuing

securities,

the

independent

pricing

services

consider

factors

such

as,

but

not

limited

to,

the

yield

or

price

of

bonds

of

comparable

quality,

coupon,

maturity,

and

type,

as

well

as

prices

quoted

by

dealers

who

make

markets

in

such

securities.

Investments

in

mutual

funds

are

valued

at

the

mutual

fund’s

closing

NAV

per

share

on

the

day

of

valuation.

Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value. 

Investments

for

which

market

quotations are

not

readily

available

or

deemed

unreliable

are

valued

at

fair

value

as

determined

in

good

faith

by

the

Valuation

Designee.

The

Valuation

Designee

has

adopted

methodologies

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

or

deemed

unreliable,

including

the

use

of

other

pricing

sources.

Factors

used

in

determining

fair

value

vary

by

type

of

investment

and

may

include

market

or

investment

specific

considerations.

The

Valuation

Designee typically

will

afford

greatest

weight

to

actual

prices

in

arm’s

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

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prices

determined

by

the

Valuation

Designee could

differ

from

those

of

other

market

participants,

and

it

is

possible

that

the

fair

value

determined

for

a

security

may

be

materially

different

from

the

value

that

could

be

realized

upon

the

sale

of

that

security.

Valuation

Inputs

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

December

31,

2023

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

NOTE

3

-

OTHER

INVESTMENT

TRANSACTIONS 

Consistent

with

its

investment

objective,

the

fund

engages

in

the

following

practices

to

manage

exposure

to

certain

risks

and/or

to

enhance

performance.

The

investment

objective,

policies,

program,

and

risk

factors

of

the

fund

are

described

more

fully

in

the

fund's

prospectus

and

Statement

of

Additional

Information.

Restricted

Securities

 The

fund

invests

in

securities

that

are

subject

to

legal

or

contractual

restrictions

on

resale.

Prompt

sale

of

such

securities

at

an

acceptable

price

may

be

difficult

and

may

involve

substantial

delays

and

additional

costs.

Securities

Lending

 The fund

may

lend

its

securities

to

approved

borrowers

to

earn

additional

income.

Its

securities

lending

activities

are

administered

by

a

lending

agent

in

accordance

with

a

securities

lending

agreement.

Security

loans

generally

do

not

have

stated

maturity

dates,

and

the

fund

may

recall

a

security

at

any

time.

The

fund

receives

collateral

in

the

form

of

cash

or

U.S.

government

securities.

Collateral

is

maintained

over

the

life

of

the

loan

in

an

amount

not

less

than

the

value

of

loaned

securities;

any

additional

collateral

required

due

to

changes

in

security

values

is

delivered

to

the

fund

the

next

business

day.

Cash

collateral

is

invested

in

accordance

with

investment

guidelines

approved

by

fund

management.

Additionally,

the

lending

agent

indemnifies

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Common

Stocks

$

54,183,701‌

$

126,614‌

$

116,581‌

$

54,426,896‌

Convertible

Preferred

Stocks

—‌

—‌

170,375‌

170,375‌

Corporate

Bonds

—‌

121,538‌

—‌

121,538‌

Short-Term

Investments

158,296‌

—‌

—‌

158,296‌

Securities

Lending

Collateral

582,436‌

—‌

—‌

582,436‌

Total

$

54,924,433‌

$

248,152‌

$

286,956‌

$

55,459,541‌

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

40

the

fund

against

losses

resulting

from

borrower

default.

Although

risk

is

mitigated

by

the

collateral

and

indemnification,

the

fund

could

experience

a

delay

in

recovering

its

securities

and

a

possible

loss

of

income

or

value

if

the

borrower

fails

to

return

the

securities,

collateral

investments

decline

in

value,

and

the

lending

agent

fails

to

perform.

Securities

lending

revenue

consists

of

earnings

on

invested

collateral

and

borrowing

fees,

net

of

any

rebates

to

the

borrower,

compensation

to

the

lending

agent,

and

other

administrative

costs.

In

accordance

with

GAAP,

investments

made

with

cash

collateral

are

reflected

in

the

accompanying

financial

statements,

but

collateral

received

in

the

form

of

securities

is

not.

At

December

31,

2023,

the

value

of

loaned

securities

was

$566,474,000;

the

value

of

cash

collateral

and

related

investments

was

$582,436,000.

Other 

Purchases

and

sales

of

portfolio

securities

other

than

in-kind

transactions,

if

any,

and short-term securities

aggregated $5,196,952,000 and

$21,507,763,000,

respectively,

for

the

year ended

December

31,

2023.

NOTE

4

-

FEDERAL

INCOME

TAXES

Generally,

no

provision

for

federal

income

taxes

is

required

since

the

fund

intends

to continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

The

fund

files

U.S.

federal,

state,

and

local

tax

returns

as

required.

The

fund’s

tax

returns

are

subject

to

examination

by

the

relevant

tax

authorities

until

expiration

of

the

applicable

statute

of

limitations,

which

is

generally

three

years

after

the

filing

of

the

tax

return

but

which

can

be

extended

to

six

years

in

certain

circumstances.

Tax

returns

for

open

years

have

incorporated

no

uncertain

tax

positions

that

require

a

provision

for

income

taxes.

Capital

accounts

within

the

financial

reporting

records

are

adjusted

for

permanent

book/

tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

permanent

book/tax

adjustments,

if

any,

have

no

impact

on

results

of

operations

or

net

assets.

The

permanent

book/tax

adjustments

relate

primarily

to

redemptions

in

kind

and

deemed

distributions

on

shareholder

redemptions.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

41

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

At

December

31,

2023,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were as

follows:

At

December

31,

2023,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

Temporary

differences

between

book-basis

and

tax-basis

components

of

total

distributable

earnings

(loss)

arise

when

certain

items

of

income,

gain,

or

loss

are

recognized

in

different

periods

for

financial

statement

purposes

versus

for

tax

purposes;

these

differences

will

reverse

in

a

subsequent

reporting

period.

The

temporary

differences

relate

primarily

to

the

deferral

of

losses

from

wash

sales.

The

loss

carryforwards

and

deferrals

primarily

relate

to

late-year

ordinary

loss

deferrals.

The

fund

has

elected

to

defer

certain

losses

to

the

first

day

of

the

following

fiscal

year

for

late-year

ordinary

loss

deferrals.

During

the

year

ended

December

31,

2023,

the

fund

utilized

$2,574,995,000

of

capital

loss

carryforwards.

($000s)

December

31,

2023

December

31,

2022

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

—‌

$

15,465‌

Long-term

capital

gain

1,882,360‌

2,845,011‌

Total

distributions

$

1,882,360‌

$

2,860,476‌

($000s)

Cost

of

investments

$

18,487,109‌

Unrealized

appreciation

$

37,776,672‌

Unrealized

depreciation

(804,240‌)

Net

unrealized

appreciation

(depreciation)

$

36,972,432‌

($000s)

Undistributed

long-term

capital

gain

$

935,379‌

Net

unrealized

appreciation

(depreciation)

36,972,432‌

Loss

carryforwards

and

deferrals

(4‌)

Total

distributable

earnings

(loss)

$

37,907,807‌

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

42

NOTE

5

-

FOREIGN  TAXES

The

fund

is

subject

to

foreign

income

taxes

imposed

by

certain

countries

in

which

it

invests.

Additionally,

capital

gains

realized

upon

disposition

of

securities

issued

in

or

by

certain

foreign

countries

are

subject

to

capital

gains

tax

imposed

by

those

countries.

All

taxes

are

computed

in

accordance

with

the

applicable

foreign

tax

law,

and,

to

the

extent

permitted,

capital

losses

are

used

to

offset

capital

gains.

Taxes

attributable

to

income

are

accrued

by

the

fund

as

a

reduction

of

income.

Current

and

deferred

tax

expense

attributable

to

capital

gains

is

reflected

as

a

component

of

realized

or

change

in

unrealized

gain/loss

on

securities

in

the

accompanying

financial

statements.

To

the

extent

that

the

fund

has

country

specific

capital

loss

carryforwards,

such

carryforwards

are

applied

against

net

unrealized

gains

when

determining

the

deferred

tax

liability.

Any

deferred

tax

liability

incurred

by

the

fund

is

included

in

either

Other

liabilities

or

Deferred

tax

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

NOTE

6

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

(Price

Group).

The

investment

management

agreement

between

the

fund

and

Price

Associates

provides

for

an

annual

investment

management

fee,

which

is

computed

daily

and

paid

monthly.

The

fee

consists

of

an

individual

fund

fee

and

a

group

fee.

The

individual

fund

fee

is

equal

to

0.30%

of

the

fund’s

average

daily

net

assets

up

to

$15

billion

and

0.255%

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

December

31,

2023,

the

effective

annual

group

fee

rate

was

0.29%.

Effective

November

1,

2023,

the Investor Class

is

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

date

indicated

in

the

table

below.

Prior

to

November

1,

2023,

the

Investor Class

was

not

subject

to

a

contractual

expense

limitation.

Effective

June

1,

2023,

the Advisor Class

and R Class

are

each

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

dates

indicated

in

the

table

below.

Prior

to June

1,

2023,

the Advisor

Class

and R Class

were

not

subject

to

a

contractual

expense

limitation.

During

the

limitation

period,

Price

Associates

is required

to

waive

or

pay

any

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

that

would

otherwise

cause

the

class’s

ratio

of

annualized

total

expenses

to

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

43

average

net

assets

(net

expense

ratio)

to

exceed

its

expense

limitation.

Each

class

is

required

to

repay

Price

Associates

for

expenses

previously

waived/paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

net

expense

ratio

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

expense

limitation

in

place

at

the

time

such

amounts

were

waived;

or

(2)

the

class’s

current

expense

limitation.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver. 

The

I

Class

is

also

subject

to

an

operating

expense

limitation

(I

Class

Limit)

pursuant

to

which

Price

Associates

is

contractually

required

to

pay

all

operating

expenses

of

the

I

Class,

excluding

management

fees;

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage; non-recurring,

extraordinary expenses; and

acquired

fund

fees

and

expenses, to

the

extent

such

operating

expenses,

on

an

annualized

basis,

exceed

the

I

Class

Limit. This

agreement

will

continue

through

the

expense

limitation

date

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

The

I

Class

is

required

to

repay

Price

Associates

for

expenses

previously

paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

operating

expenses

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

I

Class

Limit

in

place

at

the

time

such

amounts

were

paid;

or

(2)

the

current

I

Class

Limit.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

The

Z

Class

is

also

subject

to

a

contractual

expense

limitation

agreement

whereby

Price

Associates

has

agreed

to

waive

and/or

bear

all

of

the

Z

Class’

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

in

their

entirety.

This

fee

waiver

and/or

expense

reimbursement

arrangement

is

expected

to

remain

in

place

indefinitely,

and

the

agreement

may

only

be

amended

or

terminated

with

approval

by

the

fund’s

Board.

Expenses

of

the

fund

waived/paid

by

the

manager

are

not

subject

to

later

repayment

by

the

fund.

Pursuant

to

these

agreements,

expenses

were

waived/paid

by

and/or

repaid

to

Price

Associates

during

the

year ended December

31,

2023

as

indicated

in

the

table

below.

At

December

31,

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.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

44

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

year

ended

December

31,

2023,

expenses

incurred

pursuant

to

these

service

agreements

were

$112,000

for

Price

Associates;

$7,443,000

for

T.

Rowe

Price

Services,

Inc.;

and

$2,240,000

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.

T.

Rowe

Price

Investment

Services,

Inc.

(Investment

Services)

serves

as

distributor

to

the

fund.

Pursuant

to

an

underwriting

agreement,

no

compensation

for

any

distribution

services

provided

is

paid

to

Investment

Services

by

the

fund

(except

for

12b-1

fees

under

a

Board-approved

Rule

12b-1

plan).

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

year ended

December

31,

2023,

the

fund

was

charged $1,048,000 for

shareholder

servicing

costs

related

to

the

college

savings

Investor

Class

Advisor

Class

R

Class

I

Class

Z

Class

Expense

limitation/I

Class

Limit

0.90%

1.15%

1.40%

0.05%

0.00%

Expense

limitation

date

04/30/26

04/30/26

04/30/26

04/30/26

N/A

(Waived)/

repaid

during

the

period

($000s)

$—

$—

$—

$—

$(2,123)

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

45

plans, of

which

$718,000

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

December

31,

2023,

no

shares

of

the

Investor

Class

were

held

by

college

savings

plans

and

approximately

6%

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

December

31,

2023, 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

December

31,

2023,

T.

Rowe

Price

Group,

Inc.,

or

its

wholly

owned

subsidiaries,

owned

201,864

shares

of

the

Investor

Class,

representing

less

than

1%

of

the

Investor

Class's

net

assets,

and

227,016

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

independent

current

market

price

of

the

security.

During

the

year

ended

December

31,

2023,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

Price

Associates

has

voluntarily

agreed

to

reimburse

the

fund

from

its

own

resources

on

a

monthly

basis

for

the

cost

of

investment

research

embedded

in

the

cost

of

the

fund’s

securities

trades.

This

agreement

may

be

rescinded

at

any

time.

For

the

year ended

December

31,

2023,

this

reimbursement

amounted

to

$338,000,

which

is

included

in

Net

realized

gain

(loss)

on

Securities

in

the

Statement

of

Operations.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

46

NOTE

7

-

INTERFUND

LENDING

PROGRAM

Price

Associates

has

developed

and

manages

an

interfund

lending

program

that

provides

temporary

liquidity

to

the

T.

Rowe

Price-sponsored

mutual

funds.

The

program

permits

the

borrowing

and

lending

of

cash

between

the

fund

and

other

T.

Rowe

Price-sponsored

mutual

funds

at

rates

beneficial

to

both

the

borrowing

and

lending

funds.

Pursuant

to

program

guidelines,

the

fund

may

lend

up

to

15%

of

its

net

assets,

and

no

more

than

5%

of

its

net

assets

may

be

lent

to

any

one

borrower.

Loans

totaling

10%

or

more

of

a

borrowing

fund’s

total

assets

require

collateralization

at

102%

of

the

value

of

the

loan;

loans

of

less

than

10%

are

unsecured.

During

the

year ended

December

31,

2023,

the

fund

earned $20,000

in

interest

income

related

to

loans

made

to

other

funds

on

three days

in

the

average

amount

of

$34,400,000

and

at

an

average

annual

rate

of

6.96%.

At

December

31,

2023,

there

were

no

loans

outstanding.

NOTE

8

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war

and

conflict,

terrorism,

geopolitical

events,

and

public

health

epidemics and

similar

public

health

threats

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

the fund

invests.

Certain

events

may

cause

instability

across

global

markets,

including

reduced

liquidity

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others,

and

exacerbate

other

pre-existing

political,

social,

and

economic

risks.

The

global

outbreak

of

COVID-19

and

the

related

governmental

and

public

responses

have

led

and

may

continue

to

lead

to

increased

market

volatility

and

the

potential

for

illiquidity

in

certain

classes

of

securities

and

sectors

of

the

market

either

in

specific

countries

or

worldwide.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict,

leading

to

economic

sanctions imposed

on

Russia

that

target certain

of

its

citizens

and

issuers

and

sectors

of

the

Russian

economy,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

In

March

2023,

the

banking

industry

experienced

heightened

volatility,

which

sparked

concerns

of

potential

broader

adverse

market

conditions.

The

extent

of

impact

of

these

events

on

the

US

and

global

markets

is

highly

uncertain.

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

Blue

Chip

Growth

Fund

47

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Directors

and

Shareholders

of

T.

Rowe

Price

Blue

Chip

Growth

Fund,

Inc.

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

portfolio

of

investments,

of

T.

Rowe

Price

Blue

Chip

Growth

Fund,

Inc.

(the

"Fund")

as

of

December

31,

2023,

the

related

statement

of

operations

for

the

year

ended

December

31,

2023,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2023,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

periods

indicated

therein

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

December

31,

2023,

the

results

of

its

operations

for

the

year

then

ended,

the

changes

in

its

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2023

and

the

financial

highlights

for

each

of

the

periods

indicated

therein,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

48

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

December

31,

2023

by

correspondence

with

the

custodians,

transfer

agent

and

brokers;

when

replies

were

not

received

from

brokers,

we

performed

other

auditing

procedures.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.  

/s/

PricewaterhouseCoopers

LLP

Baltimore,

Maryland

February

16,

2024

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

(continued)

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

49

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 12/31/23

We

are

providing

this

information

as

required

by

the

Internal

Revenue

Code.

The

amounts

shown

may

differ

from

those

elsewhere

in

this

report

because

of

differences

between

tax

and

financial

reporting

requirements.

The

fund’s

distributions

to

shareholders

included

$2,376,262,000 from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

For

taxable

non-corporate

shareholders,

$290,276,000 of

the

fund's

income

represents

qualified

dividend

income

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

For

corporate

shareholders,

$259,431,000

of

the

fund's

income

qualifies

for

the

dividends-received

deduction.  

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

50

INFORMATION

ON

PROXY

VOTING

POLICIES,

PROCEDURES,

AND

RECORDS

A

description

of

the

policies

and

procedures

used

by

T.

Rowe

Price

funds

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

is

available

in

each

fund’s

Statement

of

Additional

Information.

You

may

request

this

document

by

calling

1-800-225-5132

or

by

accessing

the

SEC’s

website,

sec.gov.

The

description

of

our

proxy

voting

policies

and

procedures

is

also

available

on

our

corporate

website.

To

access

it,

please

visit

the

following

Web

page:

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

Scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Guidelines.”

Click

on

the

links

in

the

shaded

box.

Each

fund’s

most

recent

annual

proxy

voting

record

is

available

on

our

website

and

through

the

SEC’s

website.

To

access

it

through

T.

Rowe

Price,

visit

the

website

location

shown

above,

and

scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Records.”

Click

on

the

Proxy

Voting

Records

link

in

the

shaded

box.

HOW

TO

OBTAIN

QUARTERLY

PORTFOLIO

HOLDINGS

The

fund

files

a

complete

schedule

of

portfolio

holdings

with

the

Securities

and

Exchange

Commission

(SEC)

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

fund’s

reports

on

Form

N-PORT

are

available

electronically

on

the

SEC’s

website

(sec.gov).

In

addition,

most

T.

Rowe

Price

funds

disclose

their

first

and

third

fiscal

quarter-end

holdings

on

troweprice.com

.

TAILORED

SHAREHOLDER

REPORTS

FOR

MUTUAL

FUNDS

AND

EXCHANGE

TRADED

FUNDS

In

October

2022,

the

Securities

and

Exchange

Commission

(SEC)

adopted

rule

and

form

amendments

requiring

Mutual

Funds

and

Exchange-Traded

Funds

to

transmit

concise

and

visually

engaging

streamlined

annual

and

semiannual

reports

that

highlight

key

information

to

shareholders.

Other

information,

including

financial

statements,

will

no

longer

appear

in

the

funds’

shareholder

reports

but

will

be

available

online,

delivered

free

of

charge

upon

request,

and

filed

on

a

semiannual

basis

on

Form

N-CSR.

The

rule

and

form

amendments

have

a

compliance

date

of

July

24,

2024.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

51

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

In

accordance

with

Rule

22e-4

(Liquidity

Rule)

under

the

Investment

Company

Act

of

1940,

as

amended,

the

fund

has

established

a

liquidity

risk

management

program

(Liquidity

Program)

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk,

which

generally

represents

the

risk

that

the

fund

would

not

be

able

to

meet

redemption

requests

without

significant

dilution

of

remaining

investors’

interests

in

the

fund.

The

fund’s

Board

of

Directors

(Board)

has

appointed

the

fund’s

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser),

as

the

administrator

of

the

Liquidity

Program.

As

administrator,

the

Adviser

is

responsible

for

overseeing

the

day-to-day

operations

of

the

Liquidity

Program

and,

among

other

things,

is

responsible

for

assessing,

managing,

and

reviewing

with

the

Board

at

least

annually

the

liquidity

risk

of

each

T.

Rowe

Price

fund.

The

Adviser

has

delegated

oversight

of

the

Liquidity

Program

to

a

Liquidity

Risk

Committee

(LRC),

which

is

a

cross-functional

committee

composed

of

personnel

from

multiple

departments

within

the

Adviser.

The Liquidity

Program’s

principal

objectives

include

supporting

the

T.

Rowe

Price

funds’

compliance

with

limits

on

investments

in

illiquid

assets

and

mitigating

the

risk

that

the

fund

will

be

unable

to

timely

meet

its

redemption

obligations.

The

Liquidity

Program

also

includes

a

number

of

elements

that

support

the

management

and

assessment

of

liquidity

risk,

including

an

annual

assessment

of

factors

that

influence

the

fund’s

liquidity

and

the

periodic

classification

and

reclassification

of

a

fund’s

investments

into

categories

that

reflect

the

LRC’s

assessment

of

their

relative

liquidity

under

current

market

conditions.

Under

the

Liquidity

Program,

every

investment

held

by

the

fund

is

classified

at

least

monthly

into

one

of

four

liquidity

categories

based

on

estimations

of

the

investment’s

ability

to

be

sold

during

designated

time

frames

in

current

market

conditions

without

significantly

changing

the

investment’s

market

value.

As

required

by

the

Liquidity

Rule,

at

a

meeting

held

on

July

24,

2023,

the

Board

was

presented

with

an

annual

assessment

that

was

prepared

by

the

LRC

on

behalf

of

the

Adviser

and

addressed

the

operation

of

the

Liquidity

Program

and

assessed

its

adequacy

and

effectiveness

of

implementation,

including

any

material

changes

to

the

Liquidity

Program

and

the

determination

of

each

fund’s

Highly

Liquid

Investment

Minimum

(HLIM).

The

annual

assessment

included

consideration

of

the

following

factors,

as

applicable:

the

fund’s

investment

strategy

and

liquidity

of

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

including

whether

the

investment

strategy

is

appropriate

for

an

open-end

fund,

the

extent

to

which

the

strategy

involves

a

relatively

concentrated

portfolio

or

large

positions

in

particular

issuers,

and

the

use

of

borrowings

for

investment

purposes

and

derivatives;

short-term

and

long-term

cash

flow

projections

covering

both

normal

and

reasonably

foreseeable

stressed

conditions;

and

holdings

of

cash

and

cash

equivalents,

as

well

as

available

borrowing

arrangements.

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

52

For the

fund

and

other

T.

Rowe

Price

funds,

the

annual

assessment

incorporated

a

report

related

to

a

fund’s

holdings,

shareholder

and

portfolio

concentration,

any

borrowings

during

the

period,

cash

flow

projections,

and

other

relevant

data

for

the

period

of

April

1,

2022,

through

March

31,

2023.

The

report

described

the

methodology

for

classifying

a

fund’s

investments

(including

any

derivative

transactions)

into

one

of

four

liquidity

categories,

as

well

as

the

percentage

of

a

fund’s

investments

assigned

to

each

category.

It

also

explained

the

methodology

for

establishing

a

fund’s

HLIM

and

noted

that

the

LRC

reviews

the

HLIM

assigned

to

each

fund

no

less

frequently

than

annually.

During the

period

covered

by

the

annual

assessment,

the

LRC

has

concluded,

and

reported

to

the

Board,

that

the

Liquidity

Program

continues

to

operate

adequately

and

effectively

and

is

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk.

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

(continued)

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

53

ABOUT

THE

FUND'S

DIRECTORS

AND

OFFICERS

Your

fund

is

overseen

by

a

Board

of

Directors

(Board)

that

meets

regularly

to

review

a

wide

variety

of

matters

affecting

or

potentially

affecting

the

fund,

including

performance,

investment

programs,

compliance

matters,

advisory

fees

and

expenses,

service

providers,

and

business

and

regulatory

affairs.

The

Board

elects

the

fund’s

officers,

who

are

listed

in

the

final

table.

The

directors

who

are

also

employees

or

officers

of

T.

Rowe

Price

are

considered

to

be

“interested”

directors

as

defined

in

Section

2(a)(19)

of

the

1940

Act

because

of

their

relationships

with

T.

Rowe

Price

Associates,

Inc. (T.

Rowe

Price),

and

its

affiliates.

The

business

address

of

each

director

and

officer

is

100

East

Pratt

Street,

Baltimore,

Maryland

21202.

The

Statement

of

Additional

Information

includes

additional

information

about

the

fund

directors

and

is

available

without

charge

by

calling

a

T.

Rowe

Price

representative

at

1-800-638-5660.

INDEPENDENT

DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Teresa

Bryce

Bazemore

(1959)

2018

[209]

President

and

Chief

Executive

Officer,

Federal

Home

Loan

Bank

of

San

Francisco

(2021

to

present);

Chief

Executive

Officer,

Bazemore

Consulting

LLC

(2018

to

2021);

Director,

Chimera

Investment

Corporation

(2017

to

2021);

Director,

First

Industrial

Realty

Trust

(2020

to

present);

Director,

Federal

Home

Loan

Bank

of

Pittsburgh

(2017

to

2019)

Melody

Bianchetto

(1966)

2023

[209]

Vice

President

for

Finance,

University

of

Virginia

(2015

to

2023)

Bruce

W.

Duncan

(1951)

2013

[209]

President,

Chief

Executive

Officer,

and

Director,

CyrusOne,

Inc.

(2020

to

2021);

Chair

of

the

Board

(2016

to

2020)

and

President

(2009

to

2016),

First

Industrial

Realty

Trust,

owner

and

operator

of

industrial

properties;

Member,

Investment

Company

Institute

Board

of

Governors

(2017

to

2019);

Member,

Independent

Directors

Council

Governing

Board

(2017

to

2019);

Senior

Advisor,

KKR

(2018

to

2022);

Director,

Boston

Properties

(2016

to

present);

Director,

Marriott

International,

Inc.

(2016

to

2020)

Robert

J.

Gerrard,

Jr.

(1952)

2012

[209]

Chair

of

the

Board,

all

funds

(July

2018

to

present)

Paul

F.

McBride

(1956)

2013

[209]

Advisory

Board

Member,

Vizzia

Technologies

(2015

to

present);

Board

Member,

Dunbar

Armored

(2012

to

2018)

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

54

INTERESTED  DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Mark

J.

Parrell

(1966)

2023

[209]

Board

of

Trustees

Member

and

Chief

Executive

Officer

(2019

to

present),

President

(2018

to

present),

Executive

Vice

President

and

Chief

Financial

Officer

(2007

to

2018),

and

Senior

Vice

President

and

Treasurer

(2005

to

2007),

EQR;

Member,

Nareit

Dividends

Through

Diversity,

Equity

&

Inclusion

CEO

Council

and

Chair,

Nareit

2021

Audit

and

Investment

Committee

(2021);

Advisory

Board,

Ross

Business

School

at

University

of

Michigan

(2015

to

2016);

Member,

National

Multifamily

Housing

Council

and

served

as

Chair

of

the

Finance

Committee

(2015

to

2016);

Member,

Economic

Club

of

Chicago;

Director,

Brookdale

Senior

Living,

Inc.

(2015

to

2017);

Director,

Aviv

REIT,

Inc.

(2013

to

2015);

Director,

Real

Estate

Roundtable

and

the

2022

Executive

Board

Nareit;

Board

of

Directors

and

Chair

of

the

Finance

Committee,

Greater

Chicago

Food

Depository

Kellye

L.

Walker

(1966)

2021

[209]

Executive

Vice

President

and

Chief

Legal

Officer,

Eastman

Chemical

Company

(April

2020

to

present);

Executive

Vice

President

and

Chief

Legal

Officer,

Huntington

Ingalls

Industries,

Inc.

(January

2015

to

March

2020);

Director,

Lincoln

Electric

Company

(October

2020

to

present)

(a)

All

information

about

the

independent

directors

was

current

as

of

December

31,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

David

Oestreicher

(1967)

2018

[209]

Director,

Vice

President,

and

Secretary,

T.

Rowe

Price,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.;

Director

and

Secretary,

T.

Rowe

Price

Investment

Management,

Inc.

(Price

Investment

Management);

Vice

President

and

Secretary,

T.

Rowe

Price

International

(Price

International);

Vice

President,

T.

Rowe

Price

Hong

Kong

(Price

Hong

Kong),

T. Rowe

Price

Japan

(Price

Japan),

and

T.

Rowe

Price

Singapore

(Price

Singapore);

General

Counsel,

Vice

President,

and

Secretary,

T.

Rowe

Price

Group,

Inc.;

Chair

of

the

Board,

Chief

Executive

Officer,

President,

and

Secretary,

T.

Rowe

Price

Trust

Company;

Principal

Executive

Officer

and

Executive

Vice

President,

all

funds

INDEPENDENT

DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

55

OFFICERS

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Eric

L.

Veiel,

CFA

(1972)

2022

[209]

Director

and

Vice

President,

T.

Rowe

Price;

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

(a)

All

information

about

the

interested

directors

was

current

as

of

December

31,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

Name

(Year

of

Birth)

Position

Held

With Blue

Chip

Growth

Fund 

Principal

Occupation(s) 

Jason R.

Adams

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ziad

Bakri,

M.D.,

CFA

(1980)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Armando

(Dino)

Capasso

(1974)

Chief

Compliance

Officer

and

Vice

President

Chief

Compliance

Officer

and

Vice

President,

T.

Rowe

Price

and

Price

Investment

Management;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

formerly,

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

AST

Investment

Services,

Inc.

(ASTIS)

(to

2022);

Chief

Compliance

Officer,

PGIM

Retail

Funds

complex

and

Prudential

Insurance

Funds

(to

2022);

Vice

President

and

Deputy

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

ASTIS

(to

2019)

Alan

S.

Dupski,

CPA

(1982)

Principal

Financial

Officer,

Vice

President,

and

Treasurer

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Cheryl

Emory

(1963)

Assistant

Secretary 

Assistant

Vice

President

and

Assistant

Secretary,

T.

Rowe

Price;

Assistant

Secretary,

T.

Rowe

Price

Group,

Inc.,

Price

Investment

Management,

Price

International,

Price

Hong

Kong,

Price

Singapore,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Jon

Michael Friar

(1982)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

INTERESTED  DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

56

Name

(Year

of

Birth)

Position

Held

With Blue

Chip

Growth

Fund 

Principal

Occupation(s) 

Paul

D.

Greene

II

(1978)

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Cheryl

Hampton,

CPA

(1969)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company;

formerly,

Tax

Director,

Invesco

Ltd.

(to

2021);

Vice

President,

Oppenheimer

Funds,

Inc.

(to

2019)

Kate

Hobbs

(1982)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.;

formerly,

Portfolio

Manager,

Millennium

Partners

(to

2020);

Senior

Analyst,

Citadel

LLC,

Aptigon

Capital

(to

2018)

Benjamin

Kersse,

CPA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Trust

Company

Paul

J.

Krug,

CPA

(1964)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Lu

Liu

(1979)

Vice

President

Vice

President,

Price

Hong

Kong

and

T.

Rowe

Price

Group,

Inc.

Jodi

Love

(1977)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.;

formerly,

Managing

Director,

Jennison

Associates

LLC

(to

2019)

George Marzano

(1980)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Robert

P.

McDavid

(1972)

Vice

President

Vice

President,

T.

Rowe

Price, Price

Investment

Management, T.

Rowe

Price

Investment

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Fran

M.

Pollack-Matz

(1961)

Vice

President

and

Secretary 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Investment

Services,

Inc., T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Richard

Sennett,

CPA

(1970)

Assistant

Treasurer

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Vivian

Si 

(1983)

Vice

President

Vice

President,

T.

Rowe

Price and

T.

Rowe

Price

Group,

Inc.

James

Stillwagon

(1982)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Alan

Tu

(1985)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Anthony

B. Wang 

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Blue

Chip

Growth

Fund

57

Name

(Year

of

Birth)

Position

Held

With Blue

Chip

Growth

Fund 

Principal

Occupation(s) 

Justin

P.

White 

(1981)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Ellen

York

(1988)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

100

East

Pratt

Street

Baltimore,

MD

21202

T.

Rowe

Price

Investment

Services,

Inc.

Call

1-800-225-5132

to

request

a

prospectus

or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

information

that

you

should

read

and

consider

carefully

before

investing.

202402-3281399

F93-050

2/24

 

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

Not applicable.

Item 2. Code of Ethics.

The registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Directors has determined that Mr. Paul F. McBride qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Mr. McBride is considered independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) – (d) Aggregate fees billed for the last two fiscal years for professional services rendered to, or on behalf of, the registrant by the registrant’s principal accountant were as follows:

	2023		2022
Audit Fees	$	24,714	$	21,734
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-

Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant’s pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant’s Board of Directors/Trustees.

(e)(1) The registrant’s audit committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted.

 (2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f) Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $1,524,000 and $2,037,000, respectively.

(h) All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, these services were considered by the registrant’s audit committee in maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

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

(b) Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 11. Controls and Procedures.

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

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

 

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

Not applicable.

Item 13. Exhibits.

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

 

SIGNATURES

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

T. Rowe Price Blue Chip Growth Fund, Inc.
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 16, 2024

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

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 16, 2024

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