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: 811-00696

T. Rowe Price Small-Cap Stock Fund, Inc.

(Exact name of registrant as specified in charter)

1307 Point Street, Baltimore, MD 21231

(Address of principal executive offices)

David Oestreicher

1307 Point Street, Baltimore, MD 21231

(Name and address of agent for service)

Registrant’s telephone number, including area code: (410) 345-2000

Date of fiscal year end: December 31

Date of reporting period: June 30, 2025

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Semi-Annual Shareholder Report

June 30, 2025

Small-Cap Stock Fund

Investor Class (OTCFX)

This semi-annual shareholder report contains important information about Small-Cap Stock Fund (the "fund") for the period of January 1, 2025 to June 30, 2025. You can find the fund’s prospectus, financial information on Form N‑CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information atwww.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1‑800‑638‑5660 or info@troweprice.com or contacting your intermediary. This report describes changes to the fund that occurred during the reporting period.

What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Small-Cap Stock Fund - Investor Class	$46	0.92%

What are some fund statistics?

Fund Statistics

Total Net Assets (000s)	$8,017,998
Number of Portfolio Holdings	297


Portfolio Turnover Rate	36.8%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Industrials & Business Services	19.5%
Financials	19.1
Health Care	18.7
Information Technology	11.6
Consumer Discretionary	7.0
Real Estate	6.0
Materials	5.0
Energy	4.6
Utilities	3.7
Other	4.8

Top Ten Holdings (as a % of Net Assets)

Liberty Media Corp-Liberty Live	2.2%
Masimo	1.6
Mirion Technologies	1.6
VSE	1.4
API Group	1.3
RBC Bearings	1.3
Planet Fitness	1.2
Esab	1.2
PennyMac Financial Services	1.1
OR Royalties	1.1

How has the fund changed?

This is a summary of certain material changes to Small-Cap Stock Fund. Effective September 30, 2025, the fund will resume accepting new accounts and purchases from most investors who invest directly with T. Rowe Price. Please see the fund’s prospectus supplement dated August 19, 2025, for more information.

If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.

Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

202505-4461501

F65-053 8/25

Small-Cap Stock Fund

Investor Class (OTCFX)

T. Rowe Price Investment Services, Inc.

1307 Point Street

Baltimore, Maryland 21231

Semi-Annual Shareholder Report

June 30, 2025

Small-Cap Stock Fund

Advisor Class (PASSX)

What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Small-Cap Stock Fund - Advisor Class	$59	1.18%

What are some fund statistics?

Fund Statistics

Total Net Assets (000s)	$8,017,998
Number of Portfolio Holdings	297


Portfolio Turnover Rate	36.8%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Industrials & Business Services	19.5%
Financials	19.1
Health Care	18.7
Information Technology	11.6
Consumer Discretionary	7.0
Real Estate	6.0
Materials	5.0
Energy	4.6
Utilities	3.7
Other	4.8

Top Ten Holdings (as a % of Net Assets)

Liberty Media Corp-Liberty Live	2.2%
Masimo	1.6
Mirion Technologies	1.6
VSE	1.4
API Group	1.3
RBC Bearings	1.3
Planet Fitness	1.2
Esab	1.2
PennyMac Financial Services	1.1
OR Royalties	1.1

How has the fund changed?

Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

202505-4461501

F265-053 8/25

Small-Cap Stock Fund

Advisor Class (PASSX)

T. Rowe Price Investment Services, Inc.

1307 Point Street

Baltimore, Maryland 21231

Semi-Annual Shareholder Report

June 30, 2025

Small-Cap Stock Fund

I Class (OTIIX)

What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Small-Cap Stock Fund - I Class	$38	0.77%

What are some fund statistics?

Fund Statistics

Total Net Assets (000s)	$8,017,998
Number of Portfolio Holdings	297


Portfolio Turnover Rate	36.8%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Industrials & Business Services	19.5%
Financials	19.1
Health Care	18.7
Information Technology	11.6
Consumer Discretionary	7.0
Real Estate	6.0
Materials	5.0
Energy	4.6
Utilities	3.7
Other	4.8

Top Ten Holdings (as a % of Net Assets)

Liberty Media Corp-Liberty Live	2.2%
Masimo	1.6
Mirion Technologies	1.6
VSE	1.4
API Group	1.3
RBC Bearings	1.3
Planet Fitness	1.2
Esab	1.2
PennyMac Financial Services	1.1
OR Royalties	1.1

How has the fund changed?

Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

202505-4461501

F525-053 8/25

Small-Cap Stock Fund

I Class (OTIIX)

T. Rowe Price Investment Services, Inc.

1307 Point Street

Baltimore, Maryland 21231

Semi-Annual Shareholder Report

June 30, 2025

Small-Cap Stock Fund

Z Class (TRZZX)

What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Small-Cap Stock Fund - Z Class	$0	0.00%

What are some fund statistics?

Fund Statistics

Total Net Assets (000s)	$8,017,998
Number of Portfolio Holdings	297


Portfolio Turnover Rate	36.8%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Industrials & Business Services	19.5%
Financials	19.1
Health Care	18.7
Information Technology	11.6
Consumer Discretionary	7.0
Real Estate	6.0
Materials	5.0
Energy	4.6
Utilities	3.7
Other	4.8

Top Ten Holdings (as a % of Net Assets)

Liberty Media Corp-Liberty Live	2.2%
Masimo	1.6
Mirion Technologies	1.6
VSE	1.4
API Group	1.3
RBC Bearings	1.3
Planet Fitness	1.2
Esab	1.2
PennyMac Financial Services	1.1
OR Royalties	1.1

How has the fund changed?

Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

202505-4461501

F1268-053 8/25

Small-Cap Stock Fund

Z Class (TRZZX)

T. Rowe Price Investment Services, Inc.

1307 Point Street

Baltimore, Maryland 21231

ROWE

PRICE

Small-Cap

Stock

Fund

APPROVAL

INVESTMENT

MANAGEMENT

AGREEMENT

AND

SUBADVISORY

AGREEMENT

Each

year,

the

fund’s

Board

Directors

(Board)

considers

the

continuation

the

investment

management

agreement

(Advisory

Contract)

between

the

fund

and

its

investment

adviser,

Rowe

Price

Associates,

Inc.

(Adviser),

well

the

investment

subadvisory

agreement

(Subadvisory

Contract)

that

the

Adviser

has

entered

into

with

Rowe

Price

Investment

Management,

Inc.

(Subadviser)

behalf

the

fund.

that

regard,

meeting

held

March

12–13,

2025

(Meeting),

the

Board,

including

all

the

fund’s

independent

directors

present

person

the

Meeting,

approved

the

continuation

the

fund’s

Advisory

Contract

and

Subadvisory

Contract.

the

Meeting,

the

Board

considered

the

factors

and

reached

the

conclusions

described

below

relating

the

selection

the

Adviser

and

Subadviser

and

the

approval

the

Advisory

Contract

and

Subadvisory

Contract.

The

independent

directors

were

assisted

their

evaluation

the

Advisory

Contract

and

Subadvisory

Contract

independent

legal

counsel

from

whom

they

received

separate

legal

advice

and

with

whom

they

met

separately.

providing

information

the

Board,

the

Adviser

was

guided

detailed

set

requests

for

information

submitted

independent

legal

counsel

behalf

the

independent

directors.

considering

and

approving

the

continuation

the

Advisory

Contract

and

Subadvisory

Contract,

the

Board

considered

the

information

believed

was

relevant,

including,

but

not

limited

to,

the

information

discussed

below.

The

Board

considered

not

only

the

specific

information

presented

connection

with

the

Meeting,

but

also

the

knowledge

gained

over

time

through

interaction

with

the

Adviser

and

Subadviser

about

various

topics.

The

Board

also

considered

that

the

Subadviser

has

its

own

investment

platform

and

investment

management

leadership,

and

the

Adviser

and

Subadviser

have

implemented

information

barriers

restricting

the

sharing

investment

information

and

voting

activity.

The

Board

meets

regularly

and,

each

its

meetings,

covers

extensive

agenda

topics

and

materials

and

considers

factors

that

are

relevant

its

annual

consideration

the

renewal

the

Rowe

Price

funds’

advisory

contracts,

including

performance

and

the

services

and

support

provided

the

funds

and

their

shareholders.

Services

Provided

the

Adviser

and

Subadviser

The

Board

considered

the

nature,

quality,

and

extent

the

services

provided

the

fund

the

Adviser

and

Subadviser.

These

services

included,

but

were

not

limited

to,

directing

the

fund’s

investments

accordance

with

its

investment

program

and

the

overall

management

the

fund’s

portfolio,

well

variety

activities

such

financial,

investment

operations,

and

administrative

services;

compliance;

maintaining

the

fund’s

records

and

registrations;

and

shareholder

communications.

However,

the

Board

noted

that

there

are

information

barriers

between

investment

personnel

the

Adviser

and

Subadviser

that

restrict

the

sharing

certain

information,

such

investment

research,

trading,

and

proxy

ROWE

PRICE

Small-Cap

Stock

Fund

commissions

connection

with

certain

Rowe

Price

funds’

securities

transactions

pay

for

research

when

permissible,

and

the

Board

considered

that

the

Adviser

may

receive

some

benefit

from

soft-dollar

arrangements

pursuant

which

research

received

from

broker-dealers

that

execute

the

applicable

fund’s

portfolio

transactions.

The

Board

received

information

the

estimated

costs

incurred

and

profits

realized

the

Adviser

from

managing

the

Rowe

Price

funds.

The

Board

also

reviewed

estimates

the

profits

realized

from

managing

the

fund

particular,

and

the

Board

concluded

that

the

Adviser’s

profits

were

reasonable

light

the

services

provided

the

fund.

The

Board

also

considered

whether

the

fund

benefits

under

the

fee

levels

set

forth

the

Advisory

Contract

otherwise

from

any

economies

scale

realized

the

Adviser.

Under

the

Advisory

Contract,

the

fund

pays

fee

the

Adviser

for

investment

management

services

composed

two

components

–

group

fee

rate

based

the

combined

average

net

assets

most

the

Rowe

Price

funds

(including

the

fund)

that

declines

certain

asset

levels

and

individual

fund

fee

rate

based

the

fund’s

average

daily

net

assets

–

and

the

fund

pays

its

own

expenses

operations.

Under

the

Subadvisory

Contract,

the

Adviser

may

pay

the

Subadviser

60%

the

advisory

fees

that

the

Adviser

receives

from

the

fund.

The

group

fee

schedule

graduated

the

rate

decreases

total

Rowe

Price

fund

assets

increase

and

increases

total

Rowe

Price

fund

assets

decrease.

result,

shareholders

benefit

from

overall

growth

Rowe

Price

fund

assets,

which

reduces

the

management

fee

rate

for

any

fund

that

has

group

fee

component

its

management

fee,

and

reflects

that

certain

resources

utilized

operate

the

fund

are

shared

with

other

Rowe

Price

funds

thus

allowing

shareholders

those

funds

potential

economies

scale.

The

fund’s

shareholders

also

benefit

from

potential

economies

scale

through

decline

certain

operating

expenses

the

fund

grows

size.

However,

the

fund

also

subject

contractual

expense

limitations

that

require

the

Adviser

waive

its

fees

and/or

bear

any

expenses

that

would

otherwise

cause

the

expenses

class

the

fund

exceed

certain

percentage

based

the

class’s

net

assets.

The

expense

limitations

mitigate

the

potential

for

increase

operating

expenses

above

certain

level

that

could

impact

shareholders.

The

fund

also

offers

Class,

which

serves

underlying

investment

within

certain

Rowe

Price

fund

arrangements.

The

Adviser

waives

its

advisory

fee

the

Class

and

waives

bears

the

Class’s

other

operating

expenses,

with

certain

exceptions.

The

Board

considered

whether

the

advisory

fee

and

operating

expense

waivers

the

Class

may

present

means

for

cross-

subsidization

the

Class

other

classes

the

fund.

that

regard,

the

APPROVAL

INVESTMENT

MANAGEMENT

AGREEMENT

AND

SUBADVISORY

AGREEMENT

(continued)

ROWE

PRICE

Small-Cap

Stock

Fund

Board

noted

that

the

Class

operating

expenses

are

covered

the

all-inclusive

fees

charged

the

investing

Rowe

Price

fund

funds

and

that

any

Class

operating

expenses

not

covered

the

investing

Rowe

Price

funds

funds’

fees

are

paid

the

Adviser

and

not

shareholders

any

other

class

the

fund.

addition,

the

Board

noted

that

the

fund

potentially

indirect

economies

scale

through

the

Adviser’s

ongoing

investments

its

business

support

the

Rowe

Price

funds,

including

investments

trading

systems,

technology,

and

regulatory

support

enhancements,

and

the

ability

possibly

negotiate

lower

fee

arrangements

with

third-party

service

providers.

The

Board

concluded

that

the

advisory

fee

structure

for

the

fund

provides

for

reasonable

sharing

benefits

from

any

economies

scale

with

the

fund’s

investors.

Fees

and

Expenses

The

Board

was

provided

with

information

regarding

industry

trends

management

fees

and

expenses.

Among

other

things,

the

Board

reviewed

data

for

peer

groups

that

were

compiled

Broadridge,

which

compared:

(i)

contractual

management

fees,

actual

management

fees,

nonmanagement

expenses,

and

total

expenses

the

Investor

Class

the

fund

with

group

competitor

funds

selected

Broadridge

(Investor

Class

Expense

Group);

(ii)

actual

management

fees

and

total

expenses

the

Advisor

Class

the

fund

with

group

competitor

funds

selected

Broadridge

(Advisor

Class

Expense

Group);

and

(iii)

actual

management

fees,

nonmanagement

expenses,

and

total

expenses

the

Investor

Class

the

fund

with

broader

set

funds

within

the

Lipper

investment

classification

(Expense

Universe).

The

Board

considered

the

fund’s

contractual

management

fee

rate,

actual

management

fee

rate

(which

reflects

the

management

fees

actually

received

from

the

fund

the

Adviser

after

any

applicable

waivers,

reductions,

reimbursements),

operating

expenses,

and

total

expenses

(which

reflect

the

net

total

expense

ratio

the

fund

after

any

waivers,

reductions,

or reimbursements)

comparison

with

the

information

for

the

Broadridge

peer

groups.

Broadridge

generally

constructed

the

peer

groups

seeking

the

most

comparable

funds

based

similar

investment

classifications

and

objectives,

expense

structure,

asset

size,

and

operating

components

and

attributes

and

ranked

funds

into

quintiles,

with

the

first

quintile

representing

the

funds

with

the

lowest

relative

expenses

and

the

fifth

quintile

representing

the

funds

with

the

highest

relative

expenses.

The

information

provided

the

Board

for

small-cap

growth

funds

indicated

that

the

fund’s

contractual

management

fee

ranked

the

first

quintile

(Investor

Class

Expense

Group),

the

fund’s

actual

management

fee

rate

ranked

the

first

quintile

(Investor

Class

Expense

Group),

second

quintile

(Expense

Universe),

and

third

quintile

(Advisor

Class

Expense

Group),

and

the

fund’s

total

expenses

ranked

the

first

quintile

(Investor

Class

Expense

Group,

Expense

Universe,

and

Advisor

APPROVAL

INVESTMENT

MANAGEMENT

AGREEMENT

AND

SUBADVISORY

AGREEMENT

(continued)

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not applicable.

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

Not applicable.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

Remuneration paid to Directors is included in Item 7 of this Form N-CSR.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

If applicable, see Item 7.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 15. 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 16. 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 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 18. Recovery of Erroneously Awarded Compensation.

Not applicable.


(a)(1)		The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is filed with the registrant’s annual Form N-CSR.

(2)		Listing standards relating to recovery of erroneously awarded compensation: Not applicable.

(3)		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.

(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.


By		/s/ Alan S. Dupski
		Alan S. Dupski
		Principal Financial Officer

Date		August 19, 2025


T. Rowe Price Small-Cap Stock Fund, Inc.
By		/s/ David Oestreicher
		David Oestreicher
		Principal Executive Officer

Date		August 19, 2025