0001177017falseN-CSRST. ROWE PRICE RETIREMENT FUNDS, INC.N-1A2025-06-300001177017trp:C000247281Member2025-01-012025-06-3000011770172025-01-012025-06-300001177017trp:C000247281Member2025-06-300001177017trp:C000247281Membertrp:DomesticEquityFundsCTIMember2025-06-300001177017trp:C000247281Membertrp:DomesticBondFundsCTIMember2025-06-300001177017trp:C000247281Membertrp:InternationalEquityFundsCTIMember2025-06-300001177017trp:C000247281Membertrp:InternationalBondFundsCTIMember2025-06-300001177017trp:C000247281Membertrp:OtherHoldingsGroupingCTIMember2025-06-300001177017trp:C000247281Membertrp:TRowePriceNewIncomeFundCTIMember2025-06-300001177017trp:C000247281Membertrp:TRowePriceLimitedDurationInflationFocusedBondFundCTIMember2025-06-300001177017trp:C000247281Membertrp:TRowePriceValueFundCTIMember2025-06-300001177017trp:C000247281Membertrp:TRowePriceGrowthStockFundCTIMember2025-06-300001177017trp:C000247281Membertrp:TRowePriceHedgedEquityFundCTIMember2025-06-300001177017trp:C000247281Membertrp:TRowePriceUSLargeMinusCapCoreFundCTIMember2025-06-300001177017trp:C000247281Membertrp:TRowePriceInternationalBondFundUSDHedgedCTIMember2025-06-300001177017trp:C000247281Membertrp:TRowePriceInternationalValueEquityFundCTIMember2025-06-300001177017trp:C000247281Membertrp:TRowePriceEquityIndex500FundCTIMember2025-06-300001177017trp:C000247281Membertrp:TRowePriceOverseasStockFundCTIMember2025-06-300001177017trp:C000247282Member2025-01-012025-06-300001177017trp:C000247282Member2025-06-300001177017trp:C000247282Membertrp:DomesticEquityFundsCTIMember2025-06-300001177017trp:C000247282Membertrp:DomesticBondFundsCTIMember2025-06-300001177017trp:C000247282Membertrp:InternationalEquityFundsCTIMember2025-06-300001177017trp:C000247282Membertrp:InternationalBondFundsCTIMember2025-06-300001177017trp:C000247282Membertrp:OtherHoldingsGroupingCTIMember2025-06-300001177017trp:C000247282Membertrp:TRowePriceNewIncomeFundCTIMember2025-06-300001177017trp:C000247282Membertrp:TRowePriceLimitedDurationInflationFocusedBondFundCTIMember2025-06-300001177017trp:C000247282Membertrp:TRowePriceValueFundCTIMember2025-06-300001177017trp:C000247282Membertrp:TRowePriceGrowthStockFundCTIMember2025-06-300001177017trp:C000247282Membertrp:TRowePriceHedgedEquityFundCTIMember2025-06-300001177017trp:C000247282Membertrp:TRowePriceUSLargeMinusCapCoreFundCTIMember2025-06-300001177017trp:C000247282Membertrp:TRowePriceInternationalBondFundUSDHedgedCTIMember2025-06-300001177017trp:C000247282Membertrp:TRowePriceInternationalValueEquityFundCTIMember2025-06-300001177017trp:C000247282Membertrp:TRowePriceEquityIndex500FundCTIMember2025-06-300001177017trp:C000247282Membertrp:TRowePriceOverseasStockFundCTIMember2025-06-30iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pureutr:Dtrp:Holding

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: 811-21149

T. Rowe Price Retirement Funds, 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

 

Image

Semi-Annual Shareholder Report

June 30, 2025

Retirement Income 2025 Fund

Investor Class (TRAVX)

This semi-annual shareholder report contains important information about Retirement Income 2025 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. 

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
Retirement Income 2025 Fund - Investor Class
$27
0.53%

What are some fund statistics?

Fund Statistics

Total Net Assets (000s)
$13,919
Number of Portfolio Holdings
26
Portfolio Turnover Rate
13.3%

What did the fund invest in?

Asset Allocation (as a % of Net Assets)

Domestic Equity Funds
40.1%
Domestic Bond Funds
29.3
International Equity Funds
14.8
International Bond Funds
12.1
Short-Term and Other
3.7

Top Ten Holdings (as a % of Net Assets)

T. Rowe Price New Income Fund
13.3%
T. Rowe Price Limited Duration Inflation Focused Bond Fund
10.0
T. Rowe Price Value Fund
7.9
T. Rowe Price Growth Stock Fund
7.7
T. Rowe Price Hedged Equity Fund
5.4
T. Rowe Price U.S. Large-Cap Core Fund
5.3
T. Rowe Price International Bond Fund (USD Hedged)
5.2
T. Rowe Price International Value Equity Fund
4.6
T. Rowe Price Equity Index 500 Fund
4.1
T. Rowe Price Overseas Stock Fund
3.8

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

F1843-053 8/25

Retirement Income 2025 Fund 

Investor Class (TRAVX)

T. Rowe Price Investment Services, Inc.

1307 Point Street

Baltimore, Maryland 21231

Image
Image

Semi-Annual Shareholder Report

June 30, 2025

Retirement Income 2025 Fund

I Class (TRATX)

This semi-annual shareholder report contains important information about Retirement Income 2025 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. 

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
Retirement Income 2025 Fund - I Class
$19
0.37%

What are some fund statistics?

Fund Statistics

Total Net Assets (000s)
$13,919
Number of Portfolio Holdings
26
Portfolio Turnover Rate
13.3%

What did the fund invest in?

Asset Allocation (as a % of Net Assets)

Domestic Equity Funds
40.1%
Domestic Bond Funds
29.3
International Equity Funds
14.8
International Bond Funds
12.1
Short-Term and Other
3.7

Top Ten Holdings (as a % of Net Assets)

T. Rowe Price New Income Fund
13.3%
T. Rowe Price Limited Duration Inflation Focused Bond Fund
10.0
T. Rowe Price Value Fund
7.9
T. Rowe Price Growth Stock Fund
7.7
T. Rowe Price Hedged Equity Fund
5.4
T. Rowe Price U.S. Large-Cap Core Fund
5.3
T. Rowe Price International Bond Fund (USD Hedged)
5.2
T. Rowe Price International Value Equity Fund
4.6
T. Rowe Price Equity Index 500 Fund
4.1
T. Rowe Price Overseas Stock Fund
3.8

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

F1844-053 8/25

Retirement Income 2025 Fund 

I Class (TRATX)

T. Rowe Price Investment Services, Inc.

1307 Point Street

Baltimore, Maryland 21231

Image

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

Not applicable.

Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

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

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable. The complete schedule of investments is included in Item 7 of this Form N-CSR.

(b) Not applicable.

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

(a – b) Report pursuant to Regulation S-X.

 

 

Financial
Highlights
Portfolio
of
Investments
Financial
Statements
and
Notes
Additional
Fund
Information
June
30,
2025
Financial
Statements
and
Other
Information
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
TRAVX
Retirement
Income
2025
Fund
TRATX
Retirement
Income
2025
Fund–
.
I Class
T.
ROWE
PRICE
Retirement
Income
2025
Fund
(Unaudited)
Financial
Highlights
2
For
a
share
outstanding
throughout
the
period
Investor
Class
(1)
6
Months
.
Ended
6/30/25
1/17/24
(1)
Through
12/31/24
NET
ASSET
VALUE
Beginning
of
period
$
10.54‌
$
10.00‌
Investment
activities
Net
investment
income
(2)(3)
0.08‌
0.29‌
Net
realized
and
unrealized
gain/loss
0.56‌
0.86‌
Total
from
investment
activities
0.64‌
1.15‌
Distributions
Net
investment
income
(0.23‌)
(0.40‌)
Net
realized
gain
—‌
(0.20‌)
Tax
return
of
capital
—‌
(0.01‌)
Total
distributions
(0.23‌)
(0.61‌)
NET
ASSET
VALUE
End
of
period
$
10.95‌
$
10.54‌
T.
ROWE
PRICE
Retirement
Income
2025
Fund
(Unaudited)
Financial
Highlights
3
For
a
share
outstanding
throughout
the
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Investor
Class
(1)
6
Months
.
Ended
6/30/25
1/17/24
(1)
Through
12/31/24
Ratios/Supplemental
Data
Total
return
(3)(4)(5)
6.21‌%
11.63‌%
Ratios
to
average
net
assets:
(3)
Gross
expenses
before
payments
by
Price
Associates
(5)
0.53‌%
(6)
0.54‌%
(6)
Net
expenses
after
payments
by
Price
Associates
(5)
0.53‌%
(6)
0.54‌%
(6)
Net
investment
income
(5)
1.57‌%
(6)
2.86‌%
(6)
Portfolio
turnover
rate
(5)
13.3‌%
39.6‌%
Net
assets,
end
of
period
(in
thousands)
$4,159
$2,470
0‌%
0‌%
(1)
Inception
date
(2)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(3)
Includes
the
impact
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.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(5)
Reflects
the
activity
of
the
fund,
and
does
not
include
the
activity
of
the
underlying
Price
Funds.
However,
investment
performance
of
the
fund
is
directly
related
to
the
investment
performance
of
the
underlying
Price
Funds
in
which
it
invests.
(6)
Annualized
T.
ROWE
PRICE
Retirement
Income
2025
Fund
(Unaudited)
Financial
Highlights
4
For
a
share
outstanding
throughout
the
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
I
Class
(1)
6
Months
.
Ended
6/30/25
1/17/24
(1)
Through
12/31/24
NET
ASSET
VALUE
Beginning
of
period
$
10.56‌
$
10.00‌
Investment
activities
Net
investment
income
(2)(3)
0.09‌
0.38‌
Net
realized
and
unrealized
gain/loss
0.56‌
0.79‌
Total
from
investment
activities
0.65‌
1.17‌
Distributions
Net
investment
income
(0.23‌)
(0.40‌)
Net
realized
gain
—‌
(0.20‌)
Tax
return
of
capital
—‌
(0.01‌)
Total
distributions
(0.23‌)
(0.61‌)
NET
ASSET
VALUE
End
of
period
$
10.98‌
$
10.56‌
Ratios/Supplemental
Data
Total
return
(3)(4)(5)
6.29‌%
11.81‌%
Ratios
to
average
net
assets:
(3)
Gross
expenses
before
payments
by
Price
Associates
(5)
0.37‌%
(6)
0.38‌%
(6)
Net
expenses
after
payments
by
Price
Associates
(5)
0.37‌%
(6)
0.38‌%
(6)
Net
investment
income
(5)
1.74‌%
(6)
3.67‌%
(6)
Portfolio
turnover
rate
(5)
13.3‌%
39.6‌%
Net
assets,
end
of
period
(in
thousands)
$9,760
$3,296
0‌%
0‌%
(1)
Inception
date
(2)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(3)
Includes
the
impact
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.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(5)
Reflects
the
activity
of
the
fund,
and
does
not
include
the
activity
of
the
underlying
Price
Funds.
However,
investment
performance
of
the
fund
is
directly
related
to
the
investment
performance
of
the
underlying
Price
Funds
in
which
it
invests.
(6)
Annualized
T.
ROWE
PRICE
Retirement
Income
2025
Fund
June
30,
2025
(Unaudited)
5
Portfolio
of
Investments
(1)
(1)
$
Value
12/31/24
$
Purchase
Cost
(2)
$
Sales
Cost
(2)
Shares
$
Value
6/30/25
(Cost
and
value
in
$000s)
BOND
FUNDS
41.4%
T.
Rowe
Price
Funds:
New
Income
Fund 
768
1,151
88
232,428‌
1,855‌
Limited
Duration
Inflation
Focused
Bond
Fund 
532
899
68
293,006‌
1,395‌
International
Bond
Fund
(USD
Hedged) 
278
470
29
84,188‌
721‌
Dynamic
Global
Bond
Fund 
186
273
21
56,503‌
438‌
U.S.
Treasury
Long-Term
Index
Fund 
182
267
56
55,508‌
398‌
Emerging
Markets
Bond
Fund 
155
230
31
38,601‌
360‌
High
Yield
Fund 
148
208
41
53,450‌
320‌
Dynamic
Credit
Fund 
64
106
7
18,363‌
163‌
Floating
Rate
Fund 
51
74
19
11,359‌
105‌
Total
Bond
Funds
(Cost
$5,687)
5,755‌
EQUITY
FUNDS
54.9%
T.
Rowe
Price
Funds:
Value
Fund 
459
648
61
23,054‌
1,096‌
Growth
Stock
Fund 
458
626
81
9,507‌
1,077‌
Hedged
Equity
Fund 
308
450
32
58,250‌
757‌
U.S.
Large-Cap
Core
Fund 
325
432
59
16,922‌
739‌
International
Value
Equity
Fund 
217
349
36
29,694‌
633‌
Equity
Index
500
Fund 
311
500
288
3,464‌
565‌
Overseas
Stock
Fund 
232
325
102
35,204‌
525‌
Real
Assets
Fund 
207
306
30
33,777‌
518‌
International
Stock
Fund 
197
279
47
21,528‌
481‌
Mid-Cap
Growth
Fund 
114
150
15
2,500‌
256‌
Mid-Cap
Value
Fund 
104
138
13
7,261‌
228‌
Emerging
Markets
Discovery
Stock
Fund 
81
122
8
13,915‌
220‌
Emerging
Markets
Stock
Fund 
71
111
8
5,086‌
191‌
Small-Cap
Value
Fund 
65
85
7
2,759‌
143‌
New
Horizons
Fund (3)
52
64
5
1,989‌
108‌
Small-Cap
Stock
Fund 
58
72
25
1,877‌
107‌
Total
Equity
Funds
(Cost
$7,013)
7,644‌
T.
ROWE
PRICE
Retirement
Income
2025
Fund
6
$
Value
12/31/24
$
Purchase
Cost
(2)
$
Sales
Cost
(2)
Shares
$
Value
6/30/25
(Cost
and
value
in
$000s)
SHORT-TERM
INVESTMENTS
3.8%
Money
Market
Funds
 3.8%
T.
Rowe
Price
U.S.
Treasury
Money
Fund,
4.39% (4)
125
617
206
535,514‌
536‌
Total
Short-Term
Investments
(Cost
$536)
536‌
Total
Investments
in
Securities
100.1%
of
Net
Assets
(Cost
$13,236)
$
13,935‌
(1)
Each
underlying
Price
Fund
is
an
affiliated
company;
the
fund
is
invested
in
the Z
Class
of
each
underlying
Price
Fund,
except
for
the
Transition
Fund,
if
held,
which
is
a
single
class
fund.
Additional
information
about
each underlying
Price
Fund
is
available
by
calling
1-877-495-1138
and
at www.troweprice.com.
(2)
Purchase
cost
and
Sales
cost
for
affiliates
not
held
at
period
end
totaled
$0
and
$0,
respectively.
(3)
Non-income
producing
(4)
Seven-day
yield
T.
ROWE
PRICE
Retirement
Income
2025
Fund
7
AFFILIATED
COMPANIES
($000s)
The
fund
may
invest
in
certain
securities
that
are
considered
affiliated
companies.
As
defined
by
the
1940
Act,
an
affiliated
company
is
one
in
which
the
fund
owns
5%
or
more
of
the
outstanding
voting
securities,
or
a
company
that
is
under
common
ownership
or
control.
The
following
securities
were
considered
affiliated
companies
for
all
or
some
portion
of
the
six
months
ended
June
30,
2025.
Net
realized
gain
(loss),
investment
income,
and
change
in
net
unrealized
gain/loss
reflect
all
activity
for
the
period
then
ended.
Affiliate
Net
Realized
Gain
(Loss)
Change
in
Net
Unrealized
Gain/Loss
Investment
Income
T.
Rowe
Price
Funds:
Dynamic
Credit
Fund 
$
—‌
$
—‌
$
5‌
Dynamic
Global
Bond
Fund 
—‌
—‌
9‌
Emerging
Markets
Bond
Fund 
(1‌)
6‌
10‌
Emerging
Markets
Discovery
Stock
Fund 
—‌
25‌
—‌
Emerging
Markets
Stock
Fund 
—‌
17‌
—‌
Equity
Index
500
Fund 
(11‌)
42‌
3‌
Floating
Rate
Fund 
—‌
(1‌)
3‌
Growth
Stock
Fund 
(3‌)
74‌
—‌
Hedged
Equity
Fund 
(1‌)
31‌
—‌
High
Yield
Fund 
(1‌)
5‌
9‌
International
Bond
Fund
(USD
Hedged) 
—‌
2‌
11‌
International
Stock
Fund 
—‌
52‌
—‌
International
Value
Equity
Fund 
—‌
103‌
—‌
Limited
Duration
Inflation
Focused
Bond
Fund 
(1‌)
32‌
9‌
Mid-Cap
Growth
Fund 
(1‌)
7‌
—‌
Mid-Cap
Value
Fund 
(1‌)
(1‌)
—‌
New
Horizons
Fund 
1‌
(3‌)
—‌
New
Income
Fund 
(1‌)
24‌
33‌
Overseas
Stock
Fund 
1‌
70‌
—‌
Real
Assets
Fund 
(1‌)
35‌
—‌
Small-Cap
Stock
Fund 
(2‌)
2‌
—‌
Small-Cap
Value
Fund 
(1‌)
—‌
—‌
U.S.
Large-Cap
Core
Fund 
(2‌)
41‌
—‌
U.S.
Treasury
Long-Term
Index
Fund 
(1‌)
5‌
7‌
Value
Fund 
(2‌)
50‌
—‌
U.S.
Treasury
Money
Fund,
4.39%
—‌
—‌
5‌
Affiliates
not
held
at
period
end
—‌
(1‌)
—‌
Totals
$
(28‌)#
$
617‌
$
104‌+
T.
ROWE
PRICE
Retirement
Income
2025
Fund
8
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$104
of
income
distributions
from
underlying
Price
Funds.
T.
ROWE
PRICE
Retirement
Income
2025
Fund
June
30,
2025
(Unaudited)
Statement
of
Assets
and
Liabilities
9
($000s,
except
shares
and
per
share
amounts)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Assets
Investments
in
securities,
at
value
(cost
$13,236)
$
13,935‌
Receivable
for
shares
sold
80‌
Total
assets
14,015‌
Liabilities
Payable
for
investment
securities
purchased
79‌
Investment
management
and
administrative
fees
payable
17‌
Total
liabilities
96‌
NET
ASSETS
$
13,919‌
Net
Assets
Consist
of:
Total
distributable
earnings
(loss)
$
517‌
Paid-in
capital
applicable
to
1,268,833
shares
of
$0.0001
par
value
capital
stock
outstanding;
30,000,000,000
shares
of
the
Corporation
authorized
13,402‌
NET
ASSETS
$
13,919‌
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$4,159;
Shares
outstanding:
379,875)
$
10.95‌
I
Class
(Net
assets:
$9,760;
Shares
outstanding:
888,958)
$
10.98‌
T.
ROWE
PRICE
Retirement
Income
2025
Fund
(Unaudited)
Statement
of
Operations
10
($000s)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/25
Investment
Income
(Loss)
Income
distributions
from
underlying
Price
Funds
$
104‌
Investment
management
and
administrative
expense
21‌
Net
investment
income
83‌
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
loss
on
Sales
of
underlying
Price
Funds
(28‌)
Change
in
net
unrealized
gain
/
loss
on
underlying
Price
Funds
617‌
Net
realized
and
unrealized
gain
/
loss
589‌
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
672‌
T.
ROWE
PRICE
Retirement
Income
2025
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
11
($000s)
6
Months
Ended
6/30/25
1/17/24
Through
12/31/24
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
83‌
$
119‌
Net
realized
gain
(loss)
(28‌)
115‌
Change
in
net
unrealized
gain
/
loss
617‌
82‌
Increase
in
net
assets
from
operations
672‌
316‌
Distributions
to
shareholders
Net
earnings
Investor
Class
(75‌)
(116‌)
I
Class
(145‌)
(135‌)
Tax
return
of
capital
–
–
Investor
Class
–‌
(2‌)
I
Class
–‌
(3‌)
Decrease
in
net
assets
from
distributions
(220‌)
(256‌)
Capital
share
transactions
*
Shares
sold
Investor
Class
1,957‌
3,067‌
I
Class
6,534‌
4,618‌
Distributions
reinvested
Investor
Class
6‌
38‌
I
Class
–‌
59‌
Shares
redeemed
Investor
Class
(424‌)
(673‌)
I
Class
(372‌)
(1,403‌)
Increase
in
net
assets
from
capital
share
transactions
7,701‌
5,706‌
T.
ROWE
PRICE
Retirement
Income
2025
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
12
($000s)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/25
1/17/24
Through
12/31/24
Net
Assets
Increase
during
period
8,153‌
5,766‌
Beginning
of
period
5,766‌
–‌
End
of
period
$
13,919‌
$
5,766‌
*Share
information
(000s)
Shares
sold
Investor
Class
185‌
293‌
I
Class
612‌
437‌
Distributions
reinvested
Investor
Class
1‌
4‌
I
Class
–‌
6‌
Shares
redeemed
Investor
Class
(40‌)
(63‌)
I
Class
(35‌)
(131‌)
Increase
in
shares
outstanding
723‌
546‌
T.
ROWE
PRICE
Retirement
Income
2025
Fund
Unaudited
NOTES
TO
FINANCIAL
STATEMENTS
13
T.
Rowe
Price
Retirement
Funds,
Inc.
(the
corporation)
is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act).
T.
Rowe
Price
Retirement
Income
2025
Fund
(the
fund)
is
a
diversified,
open-end
management
investment
company
and
is
one
of
the
portfolios
established
by
the
corporation.
The
fund
incepted
on
January
17,
2024.
The
fund
invests
in
a
portfolio
of
other
T.
Rowe
Price
stock
and
bond
funds
(underlying
Price
Funds)
that
represent
various
asset
classes
and
sectors.
The
fund’s
allocation
among
underlying
Price
Funds
will
change,
and
its
asset
mix
will
become
more
conservative
over
time.
The
fund
seeks
to
provide
monthly
income.
The
fund
has
two classes
of
shares:
the Retirement
Income
2025
Fund
(Investor
Class)
and
Retirement
Income
2025
Fund–I
Class
(I
Class).
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. 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
class.
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
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
of
the
underlying
Price
Funds
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
of
the
underlying
Price
Funds.
Investment
Transactions
and Investment
Income
 Investment
transactions are
accounted
for
on
the
trade
date.
Income
and
expenses
are
recorded
on
the
accrual
basis.
Realized
gains
and
losses are
reported
on
the
identified
cost
basis.
Income
tax-related
interest
and
penalties,
if
incurred,
would
be
recorded
as
income
tax
expense.
Dividends
received
from
underlying
T.
ROWE
PRICE
Retirement
Income
2025
Fund
14
Price
Fund
investments
are
reflected
as income;
capital
gain
distributions
are
reflected
as
realized
gain/loss.
Income
and
capital
gain
distributions
from
the
underlying
Price
Funds
are
recorded
on
the
ex-dividend
date. 
Distributions 
 Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
The
fund
declares
and
pays
twelve
equal
monthly
distributions
based
on
a
specified
annual
payout
rate
of
approximately
5%
of
the
fund’s
average
net
asset
value
over
the
prior
five
years.
The
monthly
distribution
rate
per
share
is
expected
to
remain
constant
from
month
to
month
for
a
particular
calendar
year
and
is
reset
annually
each
January
based
on
the
fund’s
historical
average
net
asset
value
over
the
previous
five
years
(or,
until
the
fund
has
five
years
of
operating
history,
the
average
net
asset
value
of
a
similarly
managed
fund).
Effective
January
1,
2025,
the
monthly
distribution
rate
is
$0.0391
per
share
for
the
Investor
Class
and
$0.0390
per
share
for
the
I
Class. The
estimated
sources
of
each
distribution
are
communicated
to
shareholders
monthly;
at
fiscal
year-end,
distributions
are
re-characterized
to
ordinary
income,
capital
gain,
and
return
of
capital
(if
any)
to
reflect
their
tax
character
and
shareholders
are
notified
of
the
final
sources
of
the
per
share
distributions.
Class
Accounting
 Investment
management
and
administrative
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.
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.
Eastern
time,
each
day
the
NYSE
is
open
for
business.
However,
the
NAV
per
share
may
be
calculated
at
a
time
other
than
the
normal
close
of
the
NYSE
if
trading
on
the
NYSE
is
restricted,
if
the
NYSE
closes
earlier,
or
as
may
be
permitted
by
the
SEC.
Purchases
and
redemptions
of
fund
shares
are
transacted
at
the
next-computed
NAV
per
share,
after
receipt
of
the
transaction
order
by
T.
Rowe
Price
Associates,
Inc.,
or
its
agents.
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.
T.
ROWE
PRICE
Retirement
Income
2025
Fund
15
NOTE
2
-
VALUATION 
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.
Investments
in
the
underlying
Price
Funds
are
valued
at
their
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. 
The
fund’s
Board
of
Directors
(the
Board) has
designated
T.
Rowe
Price
Associates,
Inc.
as
the fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation
risks;
establishes
and
applies
fair
value
methodologies;
tests
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
T.
ROWE
PRICE
Retirement
Income
2025
Fund
16
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.
On
June
30,
2025,
all
of
the
fund’s
financial
instruments
were
classified
as
Level
1,
based
on
the
inputs
used
to
determine
their
fair
values.
NOTE
3
-
INVESTMENTS
IN
UNDERLYING
PRICE
FUNDS
Purchases
and
sales
of
the
underlying
Price
Funds
other
than
in-kind
transactions,
if
any, aggregated $8,952,000
and
$1,355,000,
respectively
for
the six
months
ended
June
30,
2025.
NOTE
4
-
FEDERAL
INCOME
TAXES
Generally,
no
provision
for
federal
income
taxes
is
required
since the fund
intends
to continue
to
qualify
as
a
regulated
investment
company
under
Subchapter
M
of
the
Internal
Revenue
Code
and
distribute
to
shareholders
all
of
its taxable
income
and
gains.
Distributions
determined
in
accordance
with
federal
income
tax
regulations
may
differ
in
amount
or
character
from
net
investment
income
and
realized
gains
for
financial
reporting
purposes.
Financial
reporting
records
are
adjusted
for
permanent
book/tax
differences
to
reflect
tax
character
but
are
not
adjusted
for
temporary
differences.
The
amount
and
character
of
tax-basis
distributions
and
composition
of
net
assets
are
finalized
at
fiscal
year-end;
accordingly,
tax-basis
balances
have
not
been
determined
as
of
the
date
of
this
report. 
At
June
30,
2025,
the
cost
of
investments
(including
derivatives,
if
any)
for
federal
income
tax
purposes
was
$13,253,000. Net
unrealized
gain
aggregated $682,000
at
period-end,
of
which $708,000
related
to
appreciated
investments
and $26,000
related
to
depreciated
investments.
T.
ROWE
PRICE
Retirement
Income
2025
Fund
17
NOTE
5
-
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
Associates,
directly
or
through
sub-advisory
agreements
with
its
wholly
owned
subsidiaries,
also
provides
investment
management
services
to
all
the
underlying
Price
Funds.
Certain
officers
and
directors
of
the
fund
are
also
officers
and
directors
of
Price
Associates
and
its
subsidiaries
and
the
underlying
Price
Funds. 
The
fund
operates
in
accordance
with
an
amended
investment
management
agreement
(amended
management
agreement),
between
the
corporation,
on
behalf
of
the
fund,
and
Price
Associates.
Under
the
amended
management
agreement,
the
fund
pays
an
annual
all-inclusive fee
that
is
based
on
a
predetermined
fee
schedule
that ranges
from
0.64%
to
0.49%
for
the
Investor
Class
and
0.46%
to
0.34%
for
the
I
Class,
generally
declining
as
the
fund
reduces
its
overall
stock
exposure
along
its
investment
glide
path.
The
annual
all-inclusive fee
covers
investment
management
services
and
all
of
the
fund’s
operating
expenses
except
for
interest
expense;
expenses
related
to
borrowings,
taxes,
and
brokerage; nonrecurring, 
extraordinary
expenses;
and
acquired
fund
fees
and
expenses.
Differences
in
the
annual
all-inclusive
fees
between
certain
classes
relate
to
differences
in
expected
shareholder
servicing
expenses. At
June
30,
2025,
the
effective
annual
all-inclusive fee
rate
was
0.53% for
the
Investor
Class
and 0.37%
for
the
I
Class.
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
fund.
Pursuant
to
the
annual
all-inclusive
fee
arrangement
under
the
investment
management
and
administrative
agreement,
expenses
incurred
by
the
fund
pursuant
to
these
service
agreements
are
paid
by
Price
Associates.
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).
T.
ROWE
PRICE
Retirement
Income
2025
Fund
18
The
fund
may
invest
in
the
T.
Rowe
Price
Transition
Fund
(Transition
Fund)
to
facilitate
the fund’s
transition
between
the
various
underlying
Price
Funds
as
the
fund
rebalances
its
allocation
to
the
underlying
Price
Funds.
There
is
no
specific
neutral
allocation
to
the
Transition
Fund.
In
addition,
the
fund
may
also
maintain
a
small
position
in
the
Transition
Fund
when
it
is
not
actively
involved
in
a
transition. 
The
fund
does
not
invest
in
the
underlying
Price
Funds
for
the
purpose
of
exercising
management
or
control;
however,
investments
by
the
fund
may
represent
a
significant
portion
of
an
underlying
Price
Fund’s
net
assets.
At
June
30,
2025,
the
fund
held
less
than
25%
of
the
outstanding
shares
of
any
underlying
Price
Fund. 
As
of
June
30,
2025,
T.
Rowe
Price
Group,
Inc.,
or
its
wholly
owned
subsidiaries,
owned
75,000
shares
of
the
Investor
Class,
representing
20%
of
the
Investor
Class's
net
assets,
and
25,000
shares
of
the
I
Class,
representing
3%
of
the
I
Class's
net
assets.
NOTE
6
-
SEGMENT
REPORTING
Operating segments
are
defined
as
components
of
a
company
that
engage
in
business
activities
and
for
which
discrete
financial
information
is
available
and
regularly
reviewed
by
the
chief
operating
decision
maker
(CODM)
in
deciding
how
to
allocate
resources
and
assess
performance.
The
Management
Committee
of
Price
Associates
acts
as
the
fund’s
CODM.
The
fund
makes
investments
in
accordance
with
its
investment
objective
as
outlined
in
the
Prospectus
and
is
considered
one
reportable
segment
because
the
CODM
allocates
resources
and
assesses
the
operating
results
of
the
fund
on
the
whole.
The
fund’s
revenue
is
derived
from
investments
in
a
portfolio
of
securities.
The
CODM
allocates
resources
and
assesses
performance
based
on
the
operating
results
of
the
fund,
which
is
consistent
with
the
results
presented
in
the
statement
of
operations,
statement
of
changes
in
net
assets
and
financial
highlights.
The
CODM
compares
the
fund’s
performance
to
its
benchmark
index
and
evaluates
the
positioning
of
the
fund
in
relation
to
its
investment
objective.
The
measure
of
segment
assets
is
net
assets
of
the
fund
which
is
disclosed
in
the
statement
of
assets
and
liabilities.
T.
ROWE
PRICE
Retirement
Income
2025
Fund
19
The accounting
policies
of
the
segment
are
the
same
as
those
described
in
the
summary
of
significant
accounting
policies.
The
financial
statements
include
all
details
of
the
segment
assets,
segment
revenue
and
expenses;
and
reflect
the
financial
results
of
the
segment.
NOTE
7
-
OTHER
MATTERS
Unpredictable environmental,
political,
social
and
economic
events,
including
but
not
limited
to,
environmental
or
natural
disasters,
war
and
conflict,
terrorism,
geopolitical
and
regulatory
developments
(including
trading
and
tariff
arrangements),
and
public
health
epidemics
or
threats,
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
a
fund
invests.
The
extent
and
duration
of
such
events
and
resulting
market
disruptions
cannot
be
predicted.
These
and
other
similar
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
fund’s
performance
could
be
negatively
impacted
if
the
value
of
a
portfolio
holding
were
harmed
by
these
or
such
events. 
T.
ROWE
PRICE
Retirement
Income
2025
Fund
20
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
Each
year,
the
fund’s
Board
of
Directors
(Board)
considers
the
continuation
of
the
investment
management
agreement
(Advisory
Contract)
between
the
fund
and
its
investment
adviser,
T.
Rowe
Price
Associates,
Inc.
(Adviser).
In
that
regard,
at
a
meeting
held
on
March
12-13,
2025
(Meeting),
the
Board,
including
all
of
the
fund’s
independent
directors
present
in
person
at
the
Meeting,
approved
the
continuation
of
the
fund’s
Advisory
Contract.
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
and
the
approval
of
the
Advisory
Contract.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Advisory
Contract
by
independent
legal
counsel
from
whom
they
received
separate
legal
advice
and
with
whom
they
met
separately.
In
providing
information
to
the
Board,
the
Adviser
was
guided
by
a
detailed
set
of
requests
for
information
submitted
by
independent
legal
counsel
on
behalf
of
the
independent
directors.
In
considering
and
approving
the
continuation
of
the
Advisory
Contract,
the
Board
considered
the
information
it
believed
was
relevant,
including,
but
not
limited
to,
the
information
discussed
below.
The
Board
considered
not
only
the
specific
information
presented
in
connection
with
the
Meeting
but
also
the
knowledge
gained
over
time
through
interaction
with
the
Adviser
about
various
topics.
The
Board
meets
regularly
and,
at
each
of
its
meetings,
covers
an
extensive
agenda
of
topics
and
materials
and
considers
factors
that
are
relevant
to
its
annual
consideration
of
the
renewal
of
the
T.
Rowe
Price
funds’
advisory
contracts,
including
performance
and
the
services
and
support
provided
to
the
funds
and
their
shareholders.
Services
Provided
by
the
Adviser
The
Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
the
fund
by
the
Adviser.
These
services
included,
but
were
not
limited
to,
directing
the
fund’s
investments
in
accordance
with
its
investment
program
and
the
overall
management
of
the
fund’s
portfolio,
as
well
as
a
variety
of
related
activities
such
as
financial,
investment
operations,
and
administrative
services;
compliance
and
infrastructure,
as
well
as
compliance
with
new
regulatory
requirements
(e.g.,
derivatives
and
liquidity
risk
management);
maintaining
the
fund’s
records
and
registrations;
and
shareholder
communications.
The
Board
also
reviewed
the
background
and
experience
of
the
Adviser’s
senior
management
team
and
investment
personnel
involved
in
the
management
of
the
fund,
as
well
as
the
Adviser’s
compliance
record.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
nature,
quality,
and
extent
of
the
services
provided
by
the
Adviser,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract.
T.
ROWE
PRICE
Retirement
Income
2025
Fund
21
Investment
Performance
of
the
Fund
The
Board
took
into
account
discussions
with
the
Adviser
and
detailed
reports
that
it
regularly
receives
throughout
the
year
on
relative
and
absolute
performance
for
the
T.
Rowe
Price
funds.
In
connection
with
the
Meeting,
the
Board
reviewed
information
provided
by
the
Adviser
that
compared
the
fund’s
total
returns,
as
well
as
a
wide
variety
of
other
previously
agreed-upon
performance
measures
and
market
data,
against
relevant
benchmark
indexes
and
peer
groups
of
funds
with
similar
investment
programs
for
various
periods
through
December
31,
2024.
Additionally,
the
Board
reviewed
the
fund’s
relative
performance
information
as
of
September
30,
2024,
which
ranked
the
returns
of
the
fund’s
Investor
Class
for
various
periods
against
a
universe
of
funds
with
similar
investment
programs
selected
by
Broadridge,
an
independent
provider
of
mutual
fund
data.
In
the
course
of
its
deliberations,
the
Board
considered
performance
information
provided
throughout
the
year
and
in
connection
with
the
Advisory
Contract
review
at
the
Meeting,
as
well
as
information
provided
during
investment
review
meetings
conducted
with
portfolio
managers
and
senior
investment
personnel
during
the
course
of
the
year
regarding
the
fund’s
performance.
The
Board
also
considered
relevant
factors,
such
as
overall
market
conditions
and
trends
that
could
adversely
impact
the
fund’s
performance,
length
of
the
fund’s
performance
track
record,
and
how
closely
the
fund’s
strategies
align
with
its
benchmarks
and
peer
groups.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
fund’s
performance,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract.
Costs,
Benefits,
Economies
of
Scale,
Fees
and
Expenses
The
Board
reviewed
detailed
information
regarding
the
revenues
received
by
the
Adviser
under
the
Advisory
Contract
and
other
direct
and
indirect
benefits
that
the
Adviser
(and
its
affiliates)
may
have
realized
from
its
relationship
with
the
fund,
including
any
research
received
under
soft-dollar
arrangements
with
broker-dealers.
In
considering
soft-dollar
arrangements,
the
Board
noted
that,
effective
January
1,
2024,
the
Adviser
began
using
brokerage
commissions
in
connection
with
certain
T.
Rowe
Price
funds’
securities
transactions
to
pay
for
research
when
permissible,
and
the
Board
considered
that
the
Adviser
may
receive
some
benefit
from
soft-
dollar
arrangements
pursuant
to
which
research
is
received
from
broker-dealers
that
execute
the
applicable
fund’s
portfolio
transactions.
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
T.
ROWE
PRICE
Retirement
Income
2025
Fund
22
The
Board
received
information
on
the
estimated
costs
incurred
and
profits
realized
by
the
Adviser
from
managing
the
T.
Rowe
Price
funds.
While
the
Board
did
not
review
information
regarding
profits
realized
from
managing
the
fund
in
particular
because
the
fund
had
either
not
achieved
sufficient
portfolio
asset
size
or
not
recognized
sufficient
revenues
to
produce
meaningful
profit
margin
percentages,
the
Board
concluded
that
the
Adviser’s
profits
were
reasonable
in
light
of
the
services
provided
to
the
T.
Rowe
Price
funds.
The
Board
also
considered
whether
the
fund
benefits
under
the
fee
levels
set
forth
in
the
Advisory
Contracts
or
otherwise
from
any
economies
of
scale
realized
by
the
Adviser.
Under
the
fund’s
Advisory
Contract,
the
fund
pays
the
Adviser
an
all-inclusive
management
fee,
which
is
based
on
the
fund’s
average
daily
net
assets.
The
all-inclusive
management
fee
includes
investment
management
services
and
provides
for
the
Adviser
to
pay
all
of
the
fund’s
ordinary,
recurring
operating
expenses
except
for
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
nonrecurring,
extraordinary
expenses;
and
any
acquired
fund
fees
and
expenses.
In
accordance
with
a
predetermined
contractual
fee
schedule,
the
all-
inclusive
management
fee
rate
for
the
Retirement
Income
Funds
generally
starts
to
decline
around
the
time
the
fund
begins
reducing
its
overall
stock
exposure
and
then
continues
to
decline
over
time
as
a
fund
nears
and
then
passes
its
predetermined
target
date.
The
Adviser
has
generally
implemented
an
all-inclusive
management
fee
structure
in
situations
where
a
fixed
total
expense
ratio
is
useful
for
purposes
of
providing
certainty
of
fees
and
expenses
for
the
investors
in
these
funds
and
historically
has
sought
to
set
the
all-inclusive
management
fee
rate
at
levels
below
the
expense
ratios
of
comparable
funds
to
take
into
account
potential
future
economies
of
scale.
The
all-inclusive
management
fee
structure
also
provides
greater
flexibility
to
make
investment
changes,
including
underlying
fund
changes,
while
maintaining
a
certain
expense
ratio
for
investors.
In
addition,
the
Board
noted
that
the
fund
potentially
shares
in
indirect
economies
of
scale
through
the
Adviser’s
ongoing
investments
in
its
business
in
support
of
the
T.
Rowe
Price
funds,
including
investments
in
trading
systems,
technology,
and
regulatory
support
enhancements,
and
the
ability
to
possibly
negotiate
lower
fee
arrangements
with
third-party
service
providers.
The
Board
concluded
that
the
advisory
fee
structure
for
the
fund
provides
for
a
reasonable
sharing
of
benefits
from
any
economies
of
scale
with
the
fund’s
investors.
Fees
and
Expenses
The
Board
was
provided
with
information
regarding
industry
trends
in
management
fees
and
expenses.
Among
other
things,
the
Board
reviewed
data
for
peer
groups
that
were
compiled
by
Broadridge,
which
compared:
(i)
contractual
management
fees,
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
T.
ROWE
PRICE
Retirement
Income
2025
Fund
23
of
the
Investor
Class
of
the
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Expense
Group);
and
(ii)
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
Investor
Class
of
the
fund
with
a
broader
set
of
funds
within
the
Lipper
investment
classification
(Expense
Universe).
The
Board
considered
the
fund’s
contractual
management
fee
rate,
actual
management
fee
rate
(which
reflects
the
management
fees
actually
received
from
the
fund
by
the
Adviser
after
any
applicable
waivers,
reductions,
or
reimbursements),
operating
expenses,
and
total
expenses
(which
reflect
the
net
total
expense
ratio
of
the
fund
after
any
waivers,
reductions,
or
reimbursements)
in
comparison
with
the
information
for
the
Broadridge
peer
groups.
Broadridge
generally
constructed
the
peer
groups
by
seeking
the
most
comparable
funds
based
on
similar
investment
classifications
and
objectives,
expense
structure,
asset
size,
and
operating
components
and
attributes
and
ranked
funds
into
quintiles,
with
the
first
quintile
representing
the
funds
with
the
lowest
relative
expenses
and
the
fifth
quintile
representing
the
funds
with
the
highest
relative
expenses.
The
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
in
the
fourth
quintile
(Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
fourth
quintile
(Expense
Group
and
Expense
Universe),
and
the
fund’s
total
expenses
ranked
in
the
third
quintile
(Expense
Group
and
Expense
Universe).
The
Board
also
reviewed
the
fee
schedules
for
other
investment
portfolios
with
similar
mandates
that
are
advised
or
subadvised
by
the
Adviser
and
its
affiliates,
including
separately
managed
accounts
for
institutional
and
individual
investors;
subadvised
funds;
and
other
sponsored
investment
portfolios,
including
collective
investment
trusts
and
pooled
vehicles
organized
and
offered
to
investors
outside
the
United
States.
The
fee
schedules,
which
are
subject
to
change,
may
be
negotiated
under
certain
circumstances
and
may
differ
across
regions.
Management
provided
the
Board
with
information
about
the
Adviser’s
responsibilities
and
services
provided
to
subadvisory
and
other
institutional
account
clients,
including
information
about
how
the
requirements
and
economics
of
the
institutional
domestic
and
international
businesses
are
fundamentally
different
from
those
of
the
proprietary
mutual
fund
and
ETF
(“registered
fund”)
business.
The
Board
considered
information
showing
that
the
Adviser’s
registered
fund
business
is
generally
more
complex
from
a
business
and
compliance
perspective
than
its
other
domestic
and
international
businesses
and
considered
various
relevant
factors,
such
as
the
broader
scope
of
operations
and
oversight,
more
extensive
shareholder
communication
infrastructure,
greater
asset
flows,
heightened
business
risks,
and
differences
in
applicable
laws
and
regulations
associated
with
the
Adviser’s
proprietary
registered
fund
business.
In
assessing
the
reasonableness
of
the
fund’s
management
fee
rate,
the
Board
considered
the
differences
in
the
nature
of
the
services
required
for
the
Adviser
to
manage
its
registered
fund
business
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
T.
ROWE
PRICE
Retirement
Income
2025
Fund
24
versus
managing
a
discrete
pool
of
assets
as
a
subadviser
to
another
institution’s
mutual
fund
or
for
an
institutional
account
and
that
the
Adviser
generally
performs
significant
additional
services
and
assumes
greater
risk
in
managing
the
fund
and
other
T.
Rowe
Price
funds
than
it
does
for
institutional
account
clients,
including
subadvised
funds.
On
the
basis
of
the
information
provided
and
the
factors
considered,
the
Board
concluded
that
the
fees
paid
by
the
fund
under
the
Advisory
Contract
are
reasonable.
Approval
of
the
Advisory
Contract
As
noted,
the
Board
approved
the
continuation
of
the
Advisory
Contract.
No
single
factor
was
considered
in
isolation
or
to
be
determinative
to
the
decision.
Rather,
the
Board
concluded,
in
light
of
a
weighting
and
balancing
of
all
factors
considered,
that
it
was
in
the
best
interests
of
the
fund
and
its
shareholders
for
the
Board
to
approve
the
continuation
of
the
Advisory
Contract
(including
the
fees
to
be
charged
for
services
thereunder).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
(continued)
1307
Point
Street
Baltimore,
Maryland
21231
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.
F1843-051
8/25

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.

Item 19. Exhibits.

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

(2) 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.

 

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 Retirement Funds, Inc.
By  

/s/ David Oestreicher

      
  David Oestreicher  
  Principal Executive Officer  
Date    August 19, 2025  

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

 

By  

/s/ David Oestreicher

      
  David Oestreicher  
  Principal Executive Officer  
Date   

August 19, 2025

  

 

By  

/s/ Alan S. Dupski

      
  Alan S. Dupski  
  Principal Financial Officer  
Date   

August 19, 2025

  
 
ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

302 CERTIFICATIONS

906 CERTIFICATIONS

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