0000793347falseN-CSRST. ROWE PRICE CAPITAL APPRECIATION FUND, INC.N-1A2025-06-300000793347trp:C000005427Member2025-01-012025-06-3000007933472025-01-012025-06-300000793347trp:C000005427Member2025-06-300000793347trp:C000005427Membertrp:CommonStocksCTIMember2025-06-300000793347trp:C000005427Membertrp:CorporateBondsCTIMember2025-06-300000793347trp:C000005427Membertrp:OtherHoldingsGroupingCTIMember2025-06-300000793347trp:C000005427Membertrp:USTreasuryNotesCTIMember2025-06-300000793347trp:C000005427Membertrp:MicrosoftCTIMember2025-06-300000793347trp:C000005427Membertrp:AmazoncomCTIMember2025-06-300000793347trp:C000005427Membertrp:NVIDIACTIMember2025-06-300000793347trp:C000005427Membertrp:BectonDickinsonCompanyCTIMember2025-06-300000793347trp:C000005427Membertrp:HUBInternationalCTIMember2025-06-300000793347trp:C000005427Membertrp:RoperTechnologiesCTIMember2025-06-300000793347trp:C000005427Membertrp:PTCCTIMember2025-06-300000793347trp:C000005427Membertrp:RevvityCTIMember2025-06-300000793347trp:C000005427Membertrp:MetaPlatformsCTIMember2025-06-300000793347trp:C000005428Member2025-01-012025-06-300000793347trp:C000005428Member2025-06-300000793347trp:C000005428Membertrp:CommonStocksCTIMember2025-06-300000793347trp:C000005428Membertrp:CorporateBondsCTIMember2025-06-300000793347trp:C000005428Membertrp:OtherHoldingsGroupingCTIMember2025-06-300000793347trp:C000005428Membertrp:USTreasuryNotesCTIMember2025-06-300000793347trp:C000005428Membertrp:MicrosoftCTIMember2025-06-300000793347trp:C000005428Membertrp:AmazoncomCTIMember2025-06-300000793347trp:C000005428Membertrp:NVIDIACTIMember2025-06-300000793347trp:C000005428Membertrp:BectonDickinsonCompanyCTIMember2025-06-300000793347trp:C000005428Membertrp:HUBInternationalCTIMember2025-06-300000793347trp:C000005428Membertrp:RoperTechnologiesCTIMember2025-06-300000793347trp:C000005428Membertrp:PTCCTIMember2025-06-300000793347trp:C000005428Membertrp:RevvityCTIMember2025-06-300000793347trp:C000005428Membertrp:MetaPlatformsCTIMember2025-06-300000793347trp:C000166317Member2025-01-012025-06-300000793347trp:C000166317Member2025-06-300000793347trp:C000166317Membertrp:CommonStocksCTIMember2025-06-300000793347trp:C000166317Membertrp:CorporateBondsCTIMember2025-06-300000793347trp:C000166317Membertrp:OtherHoldingsGroupingCTIMember2025-06-300000793347trp:C000166317Membertrp:USTreasuryNotesCTIMember2025-06-300000793347trp:C000166317Membertrp:MicrosoftCTIMember2025-06-300000793347trp:C000166317Membertrp:AmazoncomCTIMember2025-06-300000793347trp:C000166317Membertrp:NVIDIACTIMember2025-06-300000793347trp:C000166317Membertrp:BectonDickinsonCompanyCTIMember2025-06-300000793347trp:C000166317Membertrp:HUBInternationalCTIMember2025-06-300000793347trp:C000166317Membertrp:RoperTechnologiesCTIMember2025-06-300000793347trp:C000166317Membertrp:PTCCTIMember2025-06-300000793347trp:C000166317Membertrp:RevvityCTIMember2025-06-300000793347trp:C000166317Membertrp:MetaPlatformsCTIMember2025-06-30iso4217: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: 811-04519

T. Rowe Price Capital Appreciation 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

Image

Semi-Annual Shareholder Report

June 30, 2025

Capital Appreciation Fund

Investor Class (PRWCX)

This semi-annual shareholder report contains important information about Capital Appreciation 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
Capital Appreciation Fund - Investor Class
$36
0.71%

What are some fund statistics?

Fund Statistics

Total Net Assets (000s)
$67,798,120
Number of Portfolio Holdings
250
Portfolio Turnover Rate
59.1%

What did the fund invest in?

Security Allocation (as a % of Net Assets)

Common and Preferred Stocks
61.3%
Bonds
29.0
Reserves
9.7

Top Ten Holdings (as a % of Net Assets)

U.S. Treasury Notes
14.0%
Microsoft
6.6
Amazon.com
4.2
NVIDIA
3.5
Becton Dickinson & Company
2.7
HUB International
2.6
Roper Technologies
2.6
PTC
2.3
Revvity
2.1
Meta Platforms
1.8

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

F72-053 8/25

Capital Appreciation Fund 

Investor Class (PRWCX)

T. Rowe Price Investment Services, Inc.

1307 Point Street

Baltimore, Maryland 21231

Image
Image

Semi-Annual Shareholder Report

June 30, 2025

Capital Appreciation Fund

Advisor Class (PACLX)

This semi-annual shareholder report contains important information about Capital Appreciation 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
Capital Appreciation Fund - Advisor Class
$50
0.97%

What are some fund statistics?

Fund Statistics

Total Net Assets (000s)
$67,798,120
Number of Portfolio Holdings
250
Portfolio Turnover Rate
59.1%

What did the fund invest in?

Security Allocation (as a % of Net Assets)

Common and Preferred Stocks
61.3%
Bonds
29.0
Reserves
9.7

Top Ten Holdings (as a % of Net Assets)

U.S. Treasury Notes
14.0%
Microsoft
6.6
Amazon.com
4.2
NVIDIA
3.5
Becton Dickinson & Company
2.7
HUB International
2.6
Roper Technologies
2.6
PTC
2.3
Revvity
2.1
Meta Platforms
1.8

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

F272-053 8/25

Capital Appreciation Fund 

Advisor Class (PACLX)

T. Rowe Price Investment Services, Inc.

1307 Point Street

Baltimore, Maryland 21231

Image
Image

Semi-Annual Shareholder Report

June 30, 2025

Capital Appreciation Fund

I Class (TRAIX)

This semi-annual shareholder report contains important information about Capital Appreciation 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
Capital Appreciation Fund - I Class
$30
0.58%

What are some fund statistics?

Fund Statistics

Total Net Assets (000s)
$67,798,120
Number of Portfolio Holdings
250
Portfolio Turnover Rate
59.1%

What did the fund invest in?

Security Allocation (as a % of Net Assets)

Common and Preferred Stocks
61.3%
Bonds
29.0
Reserves
9.7

Top Ten Holdings (as a % of Net Assets)

U.S. Treasury Notes
14.0%
Microsoft
6.6
Amazon.com
4.2
NVIDIA
3.5
Becton Dickinson & Company
2.7
HUB International
2.6
Roper Technologies
2.6
PTC
2.3
Revvity
2.1
Meta Platforms
1.8

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

F434-053 8/25

Capital Appreciation Fund 

I Class (TRAIX)

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
PRWCX
Capital
Appreciation
Fund
PACLX
Capital
Appreciation
Fund–
.
Advisor Class
TRAIX
Capital
Appreciation
Fund–
.
I Class
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
Financial
Highlights
2
For
a
share
outstanding
throughout
each
period
Investor
Class
6
Months
.
Ended
6/30/25
..
Year
..
..
Ended
.
12/31/24
12/31/23
12/31/22
12/31/21
12/31/20
NET
ASSET
VALUE
Beginning
of
period
$
34
.62‌
$
33
.91‌
$
29
.73‌
$
36
.96‌
$
34
.11‌
$
31
.22‌
Investment
activities
Net
investment
income
(1)(2)
0
.34‌
0
.81‌
0
.77‌
0
.49‌
0
.35‌
0
.40‌
Net
realized
and
unrealized
gain/
loss
1
.85‌
3
.49‌
4
.81‌
(
4
.91‌
)
5
.91‌
5
.21‌
Total
from
investment
activities
2
.19‌
4
.30‌
5
.58‌
(
4
.42‌
)
6
.26‌
5
.61‌
Distributions
Net
investment
income
—‌
(
0
.80‌
)
(
0
.71‌
)
(
0
.47‌
)
(
0
.35‌
)
(
0
.40‌
)
Net
realized
gain
—‌
(
2
.79‌
)
(
0
.69‌
)
(
2
.34‌
)
(
3
.06‌
)
(
2
.32‌
)
Total
distributions
—‌
(
3
.59‌
)
(
1
.40‌
)
(
2
.81‌
)
(
3
.41‌
)
(
2
.72‌
)
NET
ASSET
VALUE
End
of
period
$
36
.81‌
$
34
.62‌
$
33
.91‌
$
29
.73‌
$
36
.96‌
$
34
.11‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
Financial
Highlights
3
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Investor
Class
6
Months
.
Ended
6/30/25
..
Year
..
..
Ended
.
12/31/24
12/31/23
12/31/22
12/31/21
12/31/20
Ratios/Supplemental
Data
Total
return
(2)(3)
6
.33‌
%
12
.69‌
%
18
.83‌
%
(
11
.94‌
)
%
18
.53‌
%
18
.16‌
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0
.73‌
%
(4)
0
.72‌
%
0
.73‌
%
0
.73‌
%
0
.70‌
%
0
.70‌
%
Net
expenses
after
waivers/
payments
by
Price
Associates
0
.71‌
%
(4)
0
.70‌
%
0
.70‌
%
0
.71‌
%
0
.68‌
%
0
.69‌
%
Net
investment
income
1
.95‌
%
(4)
2
.23‌
%
2
.38‌
%
1
.45‌
%
0
.95‌
%
1
.26‌
%
Portfolio
turnover
rate
59
.1‌
%
85
.0‌
%
65
.1‌
%
83
.9‌
%
47
.8‌
%
87
.3‌
%
Net
assets,
end
of
period
(in
millions)
$36,202
$34,860
$31,624
$26,104
$40,460
$35,253
0‌
%
0‌
%
0‌
%
0‌
%
0‌
%
0‌
%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
Financial
Highlights
4
For
a
share
outstanding
throughout
each
period
Advisor
Class
6
Months
.
Ended
6/30/25
..
Year
..
..
Ended
.
12/31/24
12/31/23
12/31/22
12/31/21
12/31/20
NET
ASSET
VALUE
Beginning
of
period
$
34
.04‌
$
33
.39‌
$
29
.30‌
$
36
.49‌
$
33
.70‌
$
30
.88‌
Investment
activities
Net
investment
income
(1)(2)
0
.29‌
0
.70‌
0
.68‌
0
.40‌
0
.24‌
0
.31‌
Net
realized
and
unrealized
gain/
loss
1
.81‌
3
.45‌
4
.73‌
(
4
.85‌
)
5
.84‌
5
.13‌
Total
from
investment
activities
2
.10‌
4
.15‌
5
.41‌
(
4
.45‌
)
6
.08‌
5
.44‌
Distributions
Net
investment
income
—‌
(
0
.71‌
)
(
0
.63‌
)
(
0
.40‌
)
(
0
.23‌
)
(
0
.30‌
)
Net
realized
gain
—‌
(
2
.79‌
)
(
0
.69‌
)
(
2
.34‌
)
(
3
.06‌
)
(
2
.32‌
)
Total
distributions
—‌
(
3
.50‌
)
(
1
.32‌
)
(
2
.74‌
)
(
3
.29‌
)
(
2
.62‌
)
NET
ASSET
VALUE
End
of
period
$
36
.14‌
$
34
.04‌
$
33
.39‌
$
29
.30‌
$
36
.49‌
$
33
.70‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
Financial
Highlights
5
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Advisor
Class
6
Months
.
Ended
6/30/25
..
Year
..
..
Ended
.
12/31/24
12/31/23
12/31/22
12/31/21
12/31/20
Ratios/Supplemental
Data
Total
return
(2)(3)
6
.17‌
%
12
.41‌
%
18
.52‌
%
(
12
.18‌
)
%
18
.22‌
%
17
.80‌
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
1
.00‌
%
(4)
0
.99‌
%
0
.99‌
%
0
.99‌
%
0
.99‌
%
1
.00‌
%
Net
expenses
after
waivers/
payments
by
Price
Associates
0
.97‌
%
(4)
0
.96‌
%
0
.96‌
%
0
.97‌
%
0
.97‌
%
0
.99‌
%
Net
investment
income
1
.68‌
%
(4)
1
.96‌
%
2
.12‌
%
1
.22‌
%
0
.66‌
%
0
.97‌
%
Portfolio
turnover
rate
59
.1‌
%
85
.0‌
%
65
.1‌
%
83
.9‌
%
47
.8‌
%
87
.3‌
%
Net
assets,
end
of
period
(in
millions)
$817
$790
$759
$654
$795
$770
0‌
%
0‌
%
0‌
%
0‌
%
0‌
%
0‌
%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
Financial
Highlights
6
For
a
share
outstanding
throughout
each
period
I
Class
6
Months
.
Ended
6/30/25
..
Year
..
..
Ended
.
12/31/24
12/31/23
12/31/22
12/31/21
12/31/20
NET
ASSET
VALUE
Beginning
of
period
$
34
.61‌
$
33
.90‌
$
29
.72‌
$
36
.99‌
$
34
.14‌
$
31
.24‌
Investment
activities
Net
investment
income
(1)(2)
0
.36‌
0
.85‌
0
.81‌
0
.56‌
0
.40‌
0
.44‌
Net
realized
and
unrealized
gain/
loss
1
.86‌
3
.50‌
4
.82‌
(
4
.95‌
)
5
.91‌
5
.22‌
Total
from
investment
activities
2
.22‌
4
.35‌
5
.63‌
(
4
.39‌
)
6
.31‌
5
.66‌
Distributions
Net
investment
income
—‌
(
0
.85‌
)
(
0
.76‌
)
(
0
.54‌
)
(
0
.40‌
)
(
0
.44‌
)
Net
realized
gain
—‌
(
2
.79‌
)
(
0
.69‌
)
(
2
.34‌
)
(
3
.06‌
)
(
2
.32‌
)
Total
distributions
—‌
(
3
.64‌
)
(
1
.45‌
)
(
2
.88‌
)
(
3
.46‌
)
(
2
.76‌
)
NET
ASSET
VALUE
End
of
period
$
36
.83‌
$
34
.61‌
$
33
.90‌
$
29
.72‌
$
36
.99‌
$
34
.14‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
Financial
Highlights
7
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
I
Class
6
Months
.
Ended
6/30/25
..
Year
..
..
Ended
.
12/31/24
12/31/23
12/31/22
12/31/21
12/31/20
Ratios/Supplemental
Data
Total
return
(2)(3)
6
.41‌
%
12
.84‌
%
18
.98‌
%
(
11
.84‌
)
%
18
.67‌
%
18
.31‌
%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0
.60‌
%
(4)
0
.60‌
%
0
.60‌
%
0
.60‌
%
0
.59‌
%
0
.59‌
%
Net
expenses
after
waivers/
payments
by
Price
Associates
0
.58‌
%
(4)
0
.57‌
%
0
.58‌
%
0
.58‌
%
0
.57‌
%
0
.58‌
%
Net
investment
income
2
.08‌
%
(4)
2
.35‌
%
2
.50‌
%
1
.67‌
%
1
.06‌
%
1
.37‌
%
Portfolio
turnover
rate
59
.1‌
%
85
.0‌
%
65
.1‌
%
83
.9‌
%
47
.8‌
%
87
.3‌
%
Net
assets,
end
of
period
(in
millions)
$30,779
$28,586
$24,084
$18,698
$12,654
$8,901
0‌
%
0‌
%
0‌
%
0‌
%
0‌
%
0‌
%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(3)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(4)
Annualized
T.
ROWE
PRICE
Capital
Appreciation
Fund
June
30,
2025
(Unaudited)
8
Portfolio
of
Investments
‡
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
ASSET-BACKED
SECURITIES
 0.1%
Domino's
Pizza
Master
Issuer
Series 2017-1A,
Class
A23
4.118%,
7/25/47 (1)
22,249,988‌
21,948‌
Domino's
Pizza
Master
Issuer
Series 2019-1A,
Class
A2
3.668%,
10/25/49 (1)
17,777,472‌
16,936‌
Total
Asset-Backed
Securities
(Cost
$39,853)
38,884‌
BANK
LOANS
 8.0%
(2)
ADMI,
FRN
1M
TSFR
+
3.38%,
7.816%,
12/23/27 
5,031,963‌
4,753‌
ADMI,
FRN
1M
TSFR
+
3.75%,
8.191%,
12/23/27 
24,142,841‌
22,966‌
AmWINS
Group,
FRN
1M
TSFR
+
2.25%,
6.577%,
1/30/32 
381,701,957‌
381,771‌
Applied
Systems,
FRN
3M
TSFR
+
2.50%,
6.796%,
2/24/31 (3)
650,211,992‌
652,650‌
Applied
Systems,
FRN
3M
TSFR
+
4.50%,
8.796%,
2/23/32 
90,567,360‌
92,673‌
Ascend
Learning,
FRN
1M
TSFR
+
3.00%,
12/11/28 (3)
59,120,828‌
59,084‌
AthenaHealth
Group,
FRN
1M
TSFR
+
2.75%,
7.077%,
2/15/29 
94,461,255‌
94,314‌
Avantor
Funding,
FRN
1M
TSFR
+
2.00%,
6.427%,
11/8/27 
706,585‌
709‌
Azalea
Topco,
FRN
1M
TSFR
+
3.25%,
7.577%,
4/30/31 
114,239,728‌
114,383‌
Broadstreet
Partners,
FRN
1M
TSFR
+
3.00%,
7.327%,
6/13/31 (3)
348,516,151‌
348,858‌
CCC
Intelligent
Solutions,
FRN
1M
TSFR
+
2.00%,
6.327%,
1/23/32 
56,485,389‌
56,479‌
CPI
Holdco,
FRN
1M
TSFR
+
2.00%,
5/19/31 (3)
34,219,000‌
34,099‌
CPI
Holdco,
FRN
1M
TSFR
+
2.25%,
6.577%,
5/17/31 
95,618,000‌
95,498‌
Ellucian
Holdings,
FRN
1M
TSFR
+
3.00%,
7.327%,
10/9/29 
105,646,223‌
105,845‌
Epicor
Software,
FRN
1M
TSFR
+
2.75%,
7.077%,
5/30/31 
107,120,998‌
107,336‌
Filtration
Group,
FRN
1M
EURIBOR
+
3.50%,
5.429%,
10/21/28
(EUR) 
65,339,526‌
76,870‌
Filtration
Group,
FRN
1M
TSFR
+
3.00%,
7.327%,
10/21/28 (3)
333,416,192‌
334,560‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
9
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Four
Seasons
Hotels,
FRN
1M
TSFR
+
1.75%,
6.077%,
11/30/29 (3)
9,479,777‌
9,527‌
Hilton
Domestic
Operating,
FRN
1M
TSFR
+
1.75%,
6.069%,
11/8/30 
212,355,459‌
212,986‌
HUB
International,
FRN
3M
TSFR
+
2.50%,
6.769%,
6/20/30 
785,034,502‌
787,209‌
Icon
Parent,
FRN
3M
TSFR
+
3.00%,
7.205%,
11/13/31 
94,908,634‌
94,986‌
Icon
Parent,
FRN
6M
TSFR
+
5.00%,
9.205%,
11/12/32 
56,930,700‌
57,358‌
Informatica,
FRN
1M
TSFR
+
2.25%,
6.577%,
10/27/28 
53,995,338‌
54,181‌
IRB
Holding,
FRN
1M
TSFR
+
2.50%,
6.827%,
12/15/27 
96,479,253‌
96,445‌
Loire
Finco
Luxembourg,
FRN
1M
TSFR
+
4.00%,
8.327%,
1/21/30 
187,683,266‌
188,152‌
Mariner
Wealth
Advisors,
FRN
3M
TSFR
+
2.50%,
6.796%,
12/22/30 (3)
96,935,194‌
97,137‌
Mister
Car
Wash
Holdings,
FRN
1M
TSFR
+
2.50%,
6.827%,
3/27/31 
31,453,804‌
31,487‌
Quartz
AcquireCo,
FRN
3M
TSFR
+
2.25%,
6.546%,
6/28/30 
36,509,449‌
36,601‌
SBA
Senior
Finance
II,
FRN
1M
TSFR
+
1.75%,
6.08%,
1/25/31 
101,729,147‌
101,819‌
Storable,
FRN
1M
TSFR
+
3.25%,
7.577%,
4/16/31 
65,168,788‌
65,047‌
Trans
Union,
FRN
1M
TSFR
+
1.75%,
6.177%,
11/16/26 
7,273,252‌
7,276‌
TransDigm,
FRN
3M
TSFR
+
2.75%,
7.046%,
8/24/28 (3)
104,329,337‌
104,664‌
TransDigm,
FRN
3M
TSFR
+
2.75%,
7.046%,
3/22/30 (3)
153,253,258‌
153,765‌
UKG,
FRN
1M
TSFR
+
3.00%,
7.311%,
2/10/31 
174,006,141‌
174,619‌
USI,
FRN
3M
TSFR
+
2.25%,
6.546%,
11/21/29 (3)
166,951,320‌
166,612‌
USI,
FRN
3M
TSFR
+
2.25%,
6.546%,
9/29/30 
167,359,524‌
166,784‌
Varsity
Brands,
FRN
3M
TSFR
+
3.50%,
7.83%,
8/26/31 
167,828,378‌
167,671‌
Wyndham
Hotels
&
Resorts,
FRN
1M
TSFR
+
1.75%,
6.077%,
5/24/30 (3)
36,597,700‌
36,722‌
Total
Bank
Loans
(Cost
$5,364,181)
5,393,896‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
10
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
BOND
FUNDS
 1.4%
T.
Rowe
Price
Institutional
Floating
Rate
Fund
-
Institutional
Class,
7.17% (4)(5)
100,457,970‌
948,323‌
Total
Bond
Funds
(Cost
$968,725)
948,323‌
COMMON
STOCKS
 60.2%
COMMUNICATION
SERVICES
 3.3%
Interactive
Media
&
Services
 3.3%
Alphabet,
Class
A (6)
5,585,208‌
984,281‌
Meta
Platforms,
Class
A 
1,669,229‌
1,232,041‌
Total
Communication
Services
2,216,322‌
CONSUMER
DISCRETIONARY
 5.4%
Broadline
Retail
 4.2%
Amazon.com (7)
12,968,407‌
2,845,139‌
2,845,139‌
Hotels,
Restaurants
&
Leisure
 1.2%
Hilton
Worldwide
Holdings (6)
1,458,221‌
388,382‌
Yum!
Brands (6)
2,758,900‌
408,814‌
797,196‌
Total
Consumer
Discretionary
3,642,335‌
CONSUMER
STAPLES
 0.2%
Beverages
 0.2%
Keurig
Dr
Pepper 
1,714,500‌
56,682‌
PepsiCo (6)
755,500‌
99,756‌
Total
Consumer
Staples
156,438‌
ENERGY
 1.4%
Oil,
Gas
&
Consumable
Fuels
 1.4%
Canadian
Natural
Resources 
30,711,856‌
964,352‌
Total
Energy
964,352‌
FINANCIALS
 2.6%
Capital
Markets
 0.4%
CME
Group 
330,200‌
91,010‌
iCapital,
Acquisition
Date:
3/10/25
-
4/17/25,
Cost $98,805 (7)
(8)(9)
7,057,619‌
98,805‌
Intercontinental
Exchange 
381,285‌
69,954‌
259,769‌
Financial
Services
 0.9%
Mastercard,
Class
A (6)
472,069‌
265,275‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
11
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Visa,
Class
A (6)
1,078,646‌
382,973‌
648,248‌
Insurance
 1.3%
Aon,
Class
A 
193,400‌
68,997‌
Hockey
Parent
Holdings,
Acquisition
Date:
9/14/23
-
5/2/25,
Cost $701,067 (7)(8)(9)
552,165‌
743,767‌
Marsh
&
McLennan 
201,800‌
44,122‌
856,886‌
Total
Financials
1,764,903‌
HEALTH
CARE
 11.2%
Biotechnology
 0.4%
AbbVie (6)
788,500‌
146,361‌
Biogen (6)(7)
155,470‌
19,526‌
Cytokinetics (7)
2,437,725‌
80,542‌
246,429‌
Health
Care
Equipment
&
Supplies
 4.1%
Abbott
Laboratories (6)
5,230,778‌
711,438‌
Becton
Dickinson
&
Company (6)
10,483,948‌
1,805,860‌
GE
HealthCare
Technologies 
720,800‌
53,390‌
Hologic (7)
3,317,890‌
216,194‌
2,786,882‌
Health
Care
Providers
&
Services
 2.6%
Cardinal
Health 
517,118‌
86,876‌
Cencora 
365,600‌
109,625‌
Cigna
Group 
865,100‌
285,985‌
McKesson 
1,130,611‌
828,489‌
UnitedHealth
Group (6)
1,377,020‌
429,589‌
1,740,564‌
Life
Sciences
Tools
&
Services
 3.3%
Danaher 
4,296,578‌
848,746‌
Revvity (5)
14,369,866‌
1,389,853‌
2,238,599‌
Pharmaceuticals
 0.8%
Eli
Lilly 
617,522‌
481,377‌
Johnson
&
Johnson 
420,900‌
64,292‌
545,669‌
Total
Health
Care
7,558,143‌
INDUSTRIALS
&
BUSINESS
SERVICES
 5.0%
Aerospace
&
Defense
 0.9%
L3Harris
Technologies 
102,900‌
25,811‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
12
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Lockheed
Martin 
205,505‌
95,178‌
Northrop
Grumman 
219,900‌
109,946‌
RTX 
2,682,071‌
391,636‌
622,571‌
Commercial
Services
&
Supplies
 0.6%
Veralto 
2,876,108‌
290,343‌
Waste
Management 
446,300‌
102,123‌
392,466‌
Industrial
Conglomerates
 2.6%
Roper
Technologies (6)
3,151,726‌
1,786,524‌
1,786,524‌
Machinery
 0.9%
Fortive 
4,547,041‌
237,037‌
Ingersoll
Rand 
4,344,674‌
361,390‌
598,427‌
Total
Industrials
&
Business
Services
3,399,988‌
INFORMATION
TECHNOLOGY
 21.6%
Electronic
Equipment,
Instruments
&
Components
 1.6%
Amphenol,
Class
A 
10,113,003‌
998,659‌
Teledyne
Technologies (7)
184,919‌
94,736‌
1,093,395‌
Semiconductors
&
Semiconductor
Equipment
 5.2%
Advanced
Micro
Devices (6)(7)
8,179,638‌
1,160,691‌
NVIDIA (6)
15,069,960‌
2,380,903‌
3,541,594‌
Software
 13.5%
Aurora
Innovation (5)(7)
129,151,911‌
676,756‌
Autodesk (7)
2,095,574‌
648,727‌
Intuit 
895,373‌
705,223‌
Microsoft (6)
8,981,839‌
4,467,656‌
PTC (5)(7)
8,693,724‌
1,498,276‌
Salesforce 
1,300,367‌
354,597‌
Workday,
Class
A (7)
3,449,999‌
828,000‌
9,179,235‌
Technology
Hardware,
Storage
&
Peripherals
 1.3%
Apple (6)
4,263,096‌
874,659‌
874,659‌
Total
Information
Technology
14,688,883‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
13
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
MATERIALS
 0.5%
Construction
Materials
 0.5%
Vulcan
Materials 
1,248,900‌
325,738‌
Total
Materials
325,738‌
REAL
ESTATE
 0.2%
Specialized
Real
Estate
Investment
Trusts
 0.2%
American
Tower,
REIT 
342,800‌
75,766‌
SBA
Communications,
REIT 
196,900‌
46,240‌
Total
Real
Estate
122,006‌
UTILITIES
 5.2%
Electric
Utilities
 0.2%
American
Electric
Power 
479,900‌
49,794‌
Duke
Energy 
276,500‌
32,627‌
Exelon 
1,371,300‌
59,542‌
141,963‌
Multi-Utilities
 5.0%
Ameren 
9,011,315‌
865,447‌
CenterPoint
Energy 
30,372,389‌
1,115,882‌
DTE
Energy 
2,277,900‌
301,731‌
NiSource (5)
26,273,686‌
1,059,880‌
WEC
Energy
Group 
446,300‌
46,504‌
3,389,444‌
Total
Utilities
3,531,407‌
Total
Miscellaneous
Common
Stocks
 3.6% (10)
2,442,072‌
Total
Common
Stocks
(Cost
$28,436,889)
40,812,587‌
CONVERTIBLE
PREFERRED
STOCKS
 0.9%
INFORMATION
TECHNOLOGY
 0.9%
Software
 0.9%
Waymo,
Series
A-2,
Acquisition
Date:
5/8/20,
Cost $183,922 (7)
(8)(9)
2,141,932‌
226,938‌
Waymo,
Series
B-2,
Acquisition
Date:
6/11/21,
Cost $16,282 (7)
(8)(9)
177,514‌
18,974‌
Waymo,
Series
C-2,
Acquisition
Date:
1/12/24
-
9/27/24,
Cost $279,599 (7)(8)(9)
3,575,381‌
368,944‌
Total
Information
Technology
614,856‌
Total
Convertible
Preferred
Stocks
(Cost
$479,803)
614,856‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
14
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
CORPORATE
BONDS
 6.9%
AmWINS
Group,
6.375%,
2/15/29 (1)
38,954,000‌
39,684‌
AssuredPartners,
7.50%,
2/15/32 (1)
16,331,000‌
17,474‌
Avantor
Funding,
3.875%,
11/1/29 (1)
96,931,000‌
91,357‌
Avantor
Funding,
4.625%,
7/15/28 (1)
144,048,000‌
141,167‌
Ball,
6.00%,
6/15/29 
54,640,000‌
56,006‌
Booz
Allen
Hamilton,
4.00%,
7/1/29 (1)
21,029,000‌
20,173‌
Booz
Allen
Hamilton,
5.95%,
8/4/33 
34,622,000‌
35,400‌
BroadStreet
Partners,
5.875%,
4/15/29 (1)
83,664,000‌
82,514‌
Capstone
Borrower,
Series 2023,
8.00%,
6/15/30 (1)
3,093,000‌
3,224‌
Capstone
Borrower,
Series 2025,
8.00%,
6/15/30 (1)
27,265,000‌
28,356‌
CCO
Holdings,
5.125%,
5/1/27 (1)
335,581,000‌
334,323‌
CCO
Holdings,
5.50%,
5/1/26 (1)
17,243,000‌
17,221‌
Crowdstrike
Holdings,
3.00%,
2/15/29 
5,722,000‌
5,393‌
Crown
Castle,
4.90%,
9/1/29 
29,930,000‌
30,166‌
Ellucian
Holdings,
6.50%,
12/1/29 (1)
35,120,000‌
35,822‌
Fair
Isaac,
6.00%,
5/15/33 (1)
26,558,000‌
26,790‌
Hilton
Domestic
Operating,
3.625%,
2/15/32 (1)
106,656,000‌
96,124‌
Hilton
Domestic
Operating,
3.75%,
5/1/29 (1)
93,716,000‌
89,616‌
Hilton
Domestic
Operating,
4.00%,
5/1/31 (1)
138,915,000‌
130,580‌
Hilton
Domestic
Operating,
4.875%,
1/15/30 
85,086,000‌
84,448‌
Hilton
Domestic
Operating,
5.75%,
5/1/28 (1)
110,462,000‌
110,738‌
Hilton
Domestic
Operating,
5.875%,
4/1/29 (1)
45,189,000‌
46,149‌
Hilton
Worldwide
Finance,
4.875%,
4/1/27 
35,184,000‌
35,140‌
Hologic,
3.25%,
2/15/29 (1)
23,463,000‌
22,319‌
HUB
International,
5.625%,
12/1/29 (1)
46,850,000‌
46,674‌
HUB
International,
7.25%,
6/15/30 (1)
590,152,000‌
616,709‌
HUB
International,
7.375%,
1/31/32 (1)
327,463,000‌
342,608‌
IQVIA,
5.00%,
5/15/27 (1)
42,949,000‌
42,681‌
IQVIA,
6.50%,
5/15/30 (1)
27,385,000‌
28,070‌
KFC
Holding,
4.75%,
6/1/27 (1)
138,818,000‌
138,124‌
Korn
Ferry,
4.625%,
12/15/27 (1)
32,930,000‌
32,189‌
Lamar
Media,
3.625%,
1/15/31 
4,629,000‌
4,259‌
Lamar
Media,
3.75%,
2/15/28 
29,070,000‌
28,089‌
Lamar
Media,
4.875%,
1/15/29 
5,192,000‌
5,127‌
Life
Time,
6.00%,
11/15/31 (1)
13,703,000‌
13,874‌
Mirant,
EC,
7.90%,
7/15/09 (1)(7)(9)
16,000,000‌
—‌
PTC,
4.00%,
2/15/28 (1)(5)
35,640,000‌
34,571‌
Ryan
Specialty,
4.375%,
2/1/30 (1)
13,021,000‌
12,582‌
Ryan
Specialty,
5.875%,
8/1/32 (1)
51,485,000‌
51,871‌
SBA
Communications,
3.125%,
2/1/29 
114,835,000‌
108,519‌
SBA
Communications,
3.875%,
2/15/27 
102,093,000‌
100,562‌
SBA
Tower
Trust,
6.599%,
1/15/28 (1)
2,575,000‌
2,651‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
15
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
Service
Corp.
International,
3.375%,
8/15/30 
25,630,000‌
23,515‌
Service
Corp.
International,
4.625%,
12/15/27 
5,256,000‌
5,210‌
Service
Corp.
International,
5.75%,
10/15/32 
34,093,000‌
34,349‌
Six
Flags
Entertainment,
5.25%,
7/15/29 
29,626,000‌
28,922‌
Six
Flags
Entertainment,
5.375%,
4/15/27 
94,597,000‌
94,124‌
Six
Flags
Entertainment,
5.50%,
4/15/27 (1)
115,407,000‌
115,119‌
Six
Flags
Entertainment,
6.50%,
10/1/28 
63,975,000‌
64,775‌
Six
Flags
Entertainment,
7.00%,
7/1/25 (1)
16,312,000‌
16,312‌
Surgery
Center
Holdings,
7.25%,
4/15/32 (1)
26,448,000‌
26,878‌
TransDigm,
4.625%,
1/15/29 
40,860,000‌
39,992‌
TransDigm,
6.375%,
3/1/29 (1)
163,459,000‌
166,932‌
TransDigm,
6.625%,
3/1/32 (1)
128,153,000‌
132,158‌
TransDigm,
7.125%,
12/1/31 (1)
77,268,000‌
80,745‌
USI,
7.50%,
1/15/32 (1)
130,102,000‌
136,932‌
Vail
Resorts,
5.625%,
7/15/30 (1)
20,540,000‌
20,540‌
Vail
Resorts,
6.50%,
5/15/32 (1)
40,779,000‌
42,053‌
VICI
Properties,
5.75%,
4/1/34 
29,240,000‌
29,870‌
Workday,
3.80%,
4/1/32 
29,204,000‌
27,437‌
Yum!
Brands,
3.625%,
3/15/31 
58,638,000‌
53,947‌
Yum!
Brands,
4.625%,
1/31/32 
103,021,000‌
99,158‌
Yum!
Brands,
4.75%,
1/15/30 (1)
46,941,000‌
46,296‌
Yum!
Brands,
5.35%,
11/1/43 
84,203,000‌
78,519‌
Yum!
Brands,
5.375%,
4/1/32 
121,538,000‌
120,930‌
Yum!
Brands,
6.875%,
11/15/37 
36,517,000‌
38,982‌
Total
Corporate
Bonds
(Cost
$4,596,026)
4,713,039‌
PREFERRED
STOCKS
 0.2%
FINANCIALS
 0.2%
Insurance
 0.2%
AH
Parent,
Series
A,
Acquisition
Date:
9/27/24,
Cost $140,396 (7)(8)(9)
142,534‌
142,789‌
Total
Financials
142,789‌
UTILITIES
 0.0%
Electric
Utilities
 0.0%
CMS
Energy,
5.875%,
10/15/78 
341,046‌
7,514‌
Total
Utilities
7,514‌
Total
Preferred
Stocks
(Cost
$148,922)
150,303‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
16
Shares/Par
$
Value
(Cost
and
value
in
$000s)
‡
U.S.
GOVERNMENT
AGENCY
OBLIGATIONS
(EXCLUDING
MORTGAGE-BACKED)
 14.0%
U.S.
Treasury
Obligations
 14.0%
U.S.
Treasury
Notes,
3.875%,
4/30/30 
2,196,764,000‌
2,205,688‌
U.S.
Treasury
Notes,
3.875%,
6/30/30 
276,718,000‌
277,756‌
U.S.
Treasury
Notes,
4.00%,
2/28/30 
2,852,487,000‌
2,880,789‌
U.S.
Treasury
Notes,
4.00%,
3/31/30 
1,653,978,000‌
1,669,484‌
U.S.
Treasury
Notes,
4.00%,
5/31/30 
2,437,437,000‌
2,461,240‌
9,494,957‌
Total
U.S.
Government
Agency
Obligations
(Excluding
Mortgage-Backed)
(Cost
$9,405,048)
9,494,957‌
SHORT-TERM
INVESTMENTS
 8.7%
Money
Market
Funds
 8.7%
T.
Rowe
Price
Government
Reserve
Fund,
4.37% (5)(11)
5,872,246,646‌
5,872,247‌
Total
Short-Term
Investments
(Cost
$5,872,247)
5,872,247‌
Total
Investments
in
Securities
100.4%
of
Net
Assets
(Cost
$55,311,694)
$
68,039,092‌
‡
Shares/Par
and
Notional
Amount
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
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
$3,519,084
and
represents
5.2%
of
net
assets.
(2)
Bank
loan
positions
may
involve
multiple
underlying
tranches.
In
those
instances,
the
position
presented
reflects
the
aggregate
of
those
respective
underlying
tranches
and
the
rate
presented
reflects
the
weighted
average
rate
of
the
settled
positions.
(3)
All
or
a
portion
of
this
loan
is
unsettled
as
of
June
30,
2025.
The
interest
rate
for
unsettled
loans
will
be
determined
upon
settlement
after
period
end.
(4)
SEC
30-day
yield
(5)
Affiliated
Companies
(6)
At
June
30,
2025,
all
or
a
portion
of
this
security
is
pledged
as
collateral
and/
or
margin
deposit
to
cover
future
funding
obligations.
(7)
Non-income
producing
T.
ROWE
PRICE
Capital
Appreciation
Fund
17
.
.
.
.
.
.
.
.
.
.
(8)
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
$1,600,217
and
represents
2.4%
of
net
assets.
(9)
See
Note
2.
Level
3
in
fair
value
hierarchy.
(10)
The
identity
of
certain
securities
has
been
concealed
to
protect
the
fund
while
it
completes
a
purchase
or
selling
program
for
the
securities.
(11)
Seven-day
yield
1M
EURIBOR
One
month
EURIBOR
(Euro
interbank
offered
rate)
1M
TSFR
One
month
term
SOFR
(Secured
overnight
financing
rate)
3M
TSFR
Three
month
term
SOFR
(Secured
overnight
financing
rate)
6M
TSFR
Six
month
term
SOFR
(Secured
overnight
financing
rate)
EC
Escrow
CUSIP;
represents
a
beneficial
interest
in
a
residual
pool
of
assets;
the
amount
and
timing
of
future
distributions,
if
any,
is
uncertain;
when
presented,
interest
rate
and
maturity
date
are
those
of
the
original
security.
EUR
Euro
FRN
Floating
Rate
Note
OTC
Over-the-counter
REIT
A
domestic
Real
Estate
Investment
Trust
whose
distributions
pass-through
with
original
tax
character
to
the
shareholder
T.
ROWE
PRICE
Capital
Appreciation
Fund
18
(Amounts
in
000s,
except
for
contracts)
OPTIONS
WRITTEN
 (0.2)%
OTC
Options
Written (0.2)%
Counterparty
Description
Contracts
Notional
Amount
$
Value
Bank
of
America
Abbott
Laboratories,
Call,
1/16/26
@
$130.00
6,176
84,000
(
8,338‌
)
Bank
of
America
Abbott
Laboratories,
Call,
1/16/26
@
$145.00
3,080
41,891
(
1,709‌
)
Bank
of
America
AbbVie,
Call,
1/16/26
@
$195.00
4,117
76,420
(
4,086‌
)
Bank
of
America
AbbVie,
Call,
1/16/26
@
$210.00
3,768
69,942
(
1,912‌
)
Bank
of
America
CenterPoint
Energy,
Call,
12/19/25
@
$35.00
16,378
60,173
(
5,282‌
)
Bank
of
America
Lockheed
Martin,
Call,
1/16/26
@
$500.00
821
38,024
(
1,589‌
)
Bank
of
America
Lockheed
Martin,
Call,
1/16/26
@
$520.00
1,234
57,152
(
1,678‌
)
Barclays
Bank
Cardinal
Health,
Call,
1/16/26
@
$140.00
5,171
86,873
(
17,271‌
)
Barclays
Bank
Cboe
Global
Markets,
Call,
1/16/26
@
$230.00
1,027
23,951
(
2,018‌
)
Barclays
Bank
CME
Group,
Call,
1/16/26
@
$250.00
1,372
37,815
(
4,919‌
)
Barclays
Bank
CME
Group,
Call,
1/16/26
@
$270.00
1,930
53,195
(
4,294‌
)
Barclays
Bank
Marsh
&
McLennan,
Call,
12/19/25
@
$250.00
2,018
44,122
(
530‌
)
Barclays
Bank
Mastercard,
Class
A,
Call,
1/16/26
@
$580.00
1,373
77,154
(
4,634‌
)
Barclays
Bank
Mastercard,
Class
A,
Call,
1/16/26
@
$620.00
685
38,493
(
1,204‌
)
Citibank
Northrop
Grumman,
Call,
1/16/26
@
$530.00
826
41,298
(
2,044‌
)
Citibank
Northrop
Grumman,
Call,
1/16/26
@
$560.00
1,373
68,647
(
2,046‌
)
Citibank
PepsiCo,
Call,
1/16/26
@
$160.00
3,438
45,395
(
638‌
)
Citibank
PepsiCo,
Call,
1/16/26
@
$165.00
4,117
54,361
(
558‌
)
Goldman
Sachs
American
Electric
Power,
Call,
1/16/26
@
$110.00
2,745
28,482
(
885‌
)
Goldman
Sachs
American
Electric
Power,
Call,
1/16/26
@
$115.00
2,054
21,312
(
344‌
)
Goldman
Sachs
American
Tower,
Call,
1/16/26
@
$210.00
3,428
75,766
(
7,850‌
)
T.
ROWE
PRICE
Capital
Appreciation
Fund
19
(Amounts
in
000s,
except
for
contracts)
Counterparty
Description
Contracts
Notional
Amount
$
Value
Goldman
Sachs
Becton
Dickinson
&
Company,
Call,
9/19/25
@
$255.00
1,437
24,752
(
154‌
)
Goldman
Sachs
Intercontinental
Exchange,
Call,
1/16/26
@
$165.00
2,059
37,777
(
5,230‌
)
Goldman
Sachs
Intercontinental
Exchange,
Call,
1/16/26
@
$185.00
1,710
31,373
(
1,984‌
)
Goldman
Sachs
McKesson,
Call,
1/16/26
@
$660.00
515
37,738
(
5,588‌
)
Goldman
Sachs
McKesson,
Call,
1/16/26
@
$680.00
514
37,665
(
4,860‌
)
Goldman
Sachs
RTX,
Call,
1/16/26
@
$140.00
5,112
74,645
(
7,642‌
)
Goldman
Sachs
Visa,
Class
A,
Call,
1/16/26
@
$360.00
2,059
73,105
(
5,168‌
)
Goldman
Sachs
Visa,
Class
A,
Call,
1/16/26
@
$390.00
2,258
80,170
(
2,721‌
)
JPMorgan
Chase
SBA
Communications,
Call,
12/19/25
@
$230.00
1,969
46,240
(
3,712‌
)
JPMorgan
Chase
Waste
Management,
Call,
1/16/26
@
$230.00
3,431
78,508
(
4,803‌
)
JPMorgan
Chase
Waste
Management,
Call,
1/16/26
@
$250.00
1,032
23,614
(
568‌
)
JPMorgan
Chase
WEC
Energy
Group,
Call,
12/19/25
@
$110.00
2,744
28,593
(
556‌
)
JPMorgan
Chase
WEC
Energy
Group,
Call,
12/19/25
@
$115.00
1,719
17,912
(
155‌
)
UBS
Investment
Bank
Alliant
Energy,
Call,
7/18/25
@
$67.50
3,270
19,774
(
352‌
)
UBS
Investment
Bank
Cencora,
Call,
1/16/26
@
$260.00
2,058
61,709
(
10,269‌
)
UBS
Investment
Bank
Cencora,
Call,
1/16/26
@
$270.00
1,598
47,916
(
6,720‌
)
UBS
Investment
Bank
Danaher,
Call,
1/16/26
@
$330.00
3,437
67,895
(
34‌
)
UBS
Investment
Bank
Duke
Energy,
Call,
1/16/26
@
$120.00
2,744
32,379
(
1,468‌
)
UBS
Investment
Bank
Exelon,
Call,
1/16/26
@
$45.00
10,292
44,688
(
1,981‌
)
UBS
Investment
Bank
Exelon,
Call,
1/16/26
@
$47.00
3,421
14,854
(
402‌
)
UBS
Investment
Bank
Keurig
Dr
Pepper,
Call,
1/16/26
@
$35.00
17,145
56,681
(
2,315‌
)
T.
ROWE
PRICE
Capital
Appreciation
Fund
20
(Amounts
in
000s,
except
for
contracts)
Counterparty
Description
Contracts
Notional
Amount
$
Value
UBS
Investment
Bank
Willis
Towers
Watson,
Call,
7/18/25
@
$360.00
1,243
38,098
(
134‌
)
Wells
Fargo
Bank
Aon,
Class
A,
Call,
12/19/25
@
$390.00
891
31,787
(
891‌
)
Wells
Fargo
Bank
Aon,
Class
A,
Call,
12/19/25
@
$430.00
1,043
37,210
(
276‌
)
Wells
Fargo
Bank
DTE
Energy,
Call,
7/18/25
@
$135.00
5,377
71,224
(
511‌
)
Wells
Fargo
Bank
GE
HealthCare
Technologies,
Call,
1/16/26
@
$97.50
3,777
27,976
(
359‌
)
Wells
Fargo
Bank
GE
HealthCare
Technologies,
Call,
1/16/26
@
$100.00
3,431
25,413
(
240‌
)
Wells
Fargo
Bank
Johnson
&
Johnson,
Call,
1/16/26
@
$170.00
4,209
64,293
(
936‌
)
Wells
Fargo
Bank
L3Harris
Technologies,
Call,
12/19/25
@
$230.00
1,029
25,811
(
3,138‌
)
Wells
Fargo
Bank
Starbucks,
Call,
1/16/26
@
$125.00
2,959
27,113
(
263‌
)
Wells
Fargo
Bank
Yum!
Brands,
Call,
1/16/26
@
$145.00
2,402
35,593
(
2,834‌
)
Wells
Fargo
Bank
Yum!
Brands,
Call,
1/16/26
@
$160.00
3,157
46,780
(
1,452‌
)
Total
Options
Written
(Premiums
$(105,563))
$
(
151,545‌
)
T.
ROWE
PRICE
Capital
Appreciation
Fund
21
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,
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
Aurora
Innovation 
$
(
3,984‌
)
$
(
119,058‌
)
$
—‌
CMS
Energy,
5.875%,
10/15/78 
(
2,162‌
)
1,444‌
513‌
Fortive 
96,374‌
(
192,281‌
)
1,933‌
NiSource 
616‌
59,525‌
7,950‌
PTC 
—‌
(
90,455‌
)
—‌
PTC,
4.00%,
2/15/28 
—‌
772‌
673‌
Revvity 
—‌
(
209,532‌
)
1,938‌
T.
Rowe
Price
Institutional
Floating
Rate
Fund
-
Institutional
Class,
7.17% 
—‌
(
4,769‌
)
33,587‌
T.
Rowe
Price
Government
Reserve
Fund,
4.37%
—‌
—‌
84,658‌
Affiliates
not
held
at
period
end
(
49‌
)
(
1‌
)
94‌
Totals
$
90,795‌
#
$
(
554,355‌
)
$
131,346‌
+
T.
ROWE
PRICE
Capital
Appreciation
Fund
22
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
AFFILIATED
COMPANIES
(CONTINUED)
($000s)
Supplementary
Investment
Schedule
Affiliate
Value
12/31/24
Purchase
Cost
Sales
Cost
Value
6/30/25
Aurora
Innovation 
$
844,038‌
$
—‌
$
48,224‌
$
676,756‌
CMS
Energy,
5.875%,
10/15/78 
27,213‌
—‌
21,144‌
*
CMS
Energy,
5.875%,
3/1/79 
34‌
—‌
37‌
—‌
Fortive 
1,606,345‌
—‌
1,177,027‌
*
NiSource 
*
552,472‌
62,054‌
1,059,880‌
PTC 
1,306,781‌
281,950‌
—‌
1,498,276‌
PTC,
4.00%,
2/15/28 
28,259‌
5,540‌
—‌
34,571‌
Revvity 
1,468,645‌
130,740‌
—‌
1,389,853‌
Revvity,
3.30%,
9/15/29 
8,615‌
—‌
8,611‌
—‌
T.
Rowe
Price
Institutional
Floating
Rate
Fund
-
Institutional
Class,
7.17% 
919,663‌
33,429‌
—‌
948,323‌
T.
Rowe
Price
Government
Reserve
Fund,
4.37%
2,718,235‌
¤
¤
5,872,247‌
Total
$
11,479,906‌
^
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$130,579
of
dividend
income
and
$767
of
interest
income.
*
On
the
date
indicated,
issuer
was
held
but
not
considered
an
affiliated
company.
¤
Purchase
and
sale
information
not
shown
for
cash
management
funds.
^
The
cost
basis
of
investments
in
affiliated
companies
was
$11,198,746.
T.
ROWE
PRICE
Capital
Appreciation
Fund
June
30,
2025
(Unaudited)
Statement
of
Assets
and
Liabilities
23
($000s,
except
shares
and
per
share
amounts)
Assets
Investments
in
securities,
at
value
(cost
$55,311,694)
$
68,039,092‌
Interest
and
dividends
receivable
181,553‌
Receivable
for
shares
sold
60,243‌
Foreign
currency
(cost
$26,520)
29,846‌
Cash
2,523‌
Receivable
for
investment
securities
sold
1,730‌
Other
assets
722‌
Total
assets
68,315,709‌
Liabilities
Payable
for
investment
securities
purchased
292,068‌
Options
written
(premiums
$105,563)
151,545‌
Payable
for
shares
redeemed
38,282‌
Investment
management
fees
payable
30,555‌
Due
to
affiliates
663‌
Payable
to
directors
52‌
Other
liabilities
4,424‌
Total
liabilities
517,589‌
NET
ASSETS
$
67,798,120‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
June
30,
2025
(Unaudited)
Statement
of
Assets
and
Liabilities
24
($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)
$
15,758,886‌
Paid-in
capital
applicable
to
1,841,748,759
shares
of
$0.0001
par
value
capital
stock
outstanding;
4,000,000,000
shares
authorized
52,039,234‌
NET
ASSETS
$
67,798,120‌
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$36,202,597;
Shares
outstanding:
983,374,160)
$
36.81‌
Advisor
Class
(Net
assets:
$816,750;
Shares
outstanding:
22,597,437)
$
36.14‌
I
Class
(Net
assets:
$30,778,773;
Shares
outstanding:
835,777,162)
$
36.83‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
Statement
of
Operations
25
($000s)
6
Months
Ended
6/30/25
Investment
Income
(Loss)
Income
.
  Interest
$
547,952‌
Dividend
(net
of
foreign
taxes
of
$3,232)
306,916‌
Other
8‌
Total
income
854,876‌
Expenses
Investment
management
187,961‌
Shareholder
servicing
Investor
Class
$
24,499‌
Advisor
Class
613‌
I
Class
1,446‌
26,558‌
Rule
12b-1
fees
Advisor
Class
979‌
Prospectus
and
shareholder
reports
Investor
Class
199‌
Advisor
Class
8‌
I
Class
118‌
325‌
Registration
1,041‌
Custody
and
accounting
621‌
Directors
105‌
Legal
and
audit
34‌
Miscellaneous
113‌
Waived
/
paid
by
Price
Associates
(
8,084‌
)
Total
expenses
209,653‌
Net
investment
income
645,223‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
Statement
of
Operations
26
($000s)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/25
Realized
and
Unrealized
Gain
/
Loss
–
Net
realized
gain
(loss)
Securities
1,981,859‌
Options
written
66,634‌
Foreign
currency
transactions
(
1,251‌
)
Net
realized
gain
2,047,242‌
Change
in
net
unrealized
gain
/
loss
Securities
1,401,666‌
Options
written
(
67,779‌
)
Other
assets
and
liabilities
denominated
in
foreign
currencies
4,640‌
Change
in
net
unrealized
gain
/
loss
1,338,527‌
Net
realized
and
unrealized
gain
/
loss
3,385,769‌
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
4,030,992‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
27
($000s)
6
Months
Ended
6/30/25
Year
Ended
12/31/24
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
645,223‌
$
1,408,391‌
Net
realized
gain
2,047,242‌
5,326,126‌
Change
in
net
unrealized
gain
/
loss
1,338,527‌
588,851‌
Increase
in
net
assets
from
operations
4,030,992‌
7,323,368‌
Distributions
to
shareholders
Net
earnings
Investor
Class
–‌
(
3,313,494‌
)
Advisor
Class
–‌
(
74,183‌
)
I
Class
–‌
(
2,755,238‌
)
Decrease
in
net
assets
from
distributions
–‌
(
6,142,915‌
)
Capital
share
transactions
*
Shares
sold
Investor
Class
2,825,871‌
5,686,733‌
Advisor
Class
41,317‌
93,884‌
I
Class
2,534,109‌
5,045,061‌
Distributions
reinvested
Investor
Class
–‌
3,228,830‌
Advisor
Class
–‌
72,939‌
I
Class
–‌
2,649,688‌
Shares
redeemed
Investor
Class
(
3,638,881‌
)
(
6,368,311‌
)
Advisor
Class
(
62,592‌
)
(
152,568‌
)
I
Class
(
2,168,526‌
)
(
3,667,479‌
)
Increase
(decrease)
in
net
assets
from
capital
share
transactions
(
468,702‌
)
6,588,777‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
(Unaudited)
Statement
of
Changes
in
Net
Assets
28
($000s)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
6
Months
Ended
6/30/25
Year
Ended
12/31/24
Net
Assets
Increase
during
period
3,562,290‌
7,769,230‌
Beginning
of
period
64,235,830‌
56,466,600‌
End
of
period
$
67,798,120‌
$
64,235,830‌
*Share
information
(000s)
Shares
sold
Investor
Class
80,501‌
157,250‌
Advisor
Class
1,195‌
2,647‌
I
Class
71,997‌
139,988‌
Distributions
reinvested
Investor
Class
–‌
93,265‌
Advisor
Class
–‌
2,143‌
I
Class
–‌
76,581‌
Shares
redeemed
Investor
Class
(
103,921‌
)
(
176,203‌
)
Advisor
Class
(
1,817‌
)
(
4,282‌
)
I
Class
(
62,078‌
)
(
101,158‌
)
Increase
(decrease)
in
shares
outstanding
(
14,123‌
)
190,231‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
Unaudited
NOTES
TO
FINANCIAL
STATEMENTS
29
T.
Rowe
Price
Capital
Appreciation
Fund,
Inc. (the
corporation)
is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act).
The
Capital
Appreciation
Fund
(the
fund)
is a
diversified, open-end
management
investment
company
established
by
the
corporation. The
fund
seeks long-term
capital
appreciation
by
investing
primarily
in
common
stocks.
It
may
also
hold
fixed-income
and
other
securities
to
help
preserve
principal
value.
The
fund
has three classes
of
shares:
the
Capital
Appreciation
Fund
(Investor
Class),
the
Capital
Appreciation
Fund–Advisor
Class
(Advisor
Class)
and
the
Capital
Appreciation
Fund–I
Class
(I
Class).
Advisor
Class
shares
are
sold
only
through
various
brokers
and
other
financial
intermediaries.
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
Advisor
Class
operates
under
a
Board-approved
Rule
12b-1
plan
pursuant
to
which
the
class
compensates
financial
intermediaries
for
distribution,
shareholder
servicing,
and/or
certain
administrative
services;
the
Investor
and
I
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
reporting
purposes. Paydown
gains
and
losses
are
T.
ROWE
PRICE
Capital
Appreciation
Fund
30
recorded
as
an
adjustment
to
interest
income. Income
tax-related
interest
and
penalties,
if
incurred,
are
recorded
as
income
tax
expense. Dividends
received
from other
investment
companies are
reflected
as
dividend income;
capital
gain
distributions
are
reflected
as
realized
gain/loss. Dividend
income and
capital
gain
distributions
are
recorded
on
the
ex-dividend
date. Distributions
from
REITs
are
initially
recorded
as
dividend
income
and,
to
the
extent
such
represent
a
return
of
capital
or
capital
gain
for
tax
purposes,
are
reclassified
when
such
information
becomes
available. Non-cash
dividends,
if
any,
are
recorded
at
the
fair
market
value
of
the
asset
received. Proceeds
from
litigation
payments,
if
any,
are
included
in
either
net
realized
gain
(loss)
or
change
in
net
unrealized
gain/loss
from
securities. Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date. Income
distributions,
if
any,
are
declared
and
paid
by
each
class 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
pays
Rule
12b-1
fees,
in
an
amount
not
exceeding
0.25%
of
the
class’s
average
daily
net
assets.
Capital
Transactions
 Each
investor’s
interest
in
the
net
assets
of the
fund
is
represented
by
fund
shares. The
fund’s
net
asset
value
(NAV)
per
share
is
computed
at
the
close
of
the
New
York
Stock
Exchange
(NYSE),
normally
4
p.m.
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.
T.
ROWE
PRICE
Capital
Appreciation
Fund
31
New
Accounting
Guidance
 In December
2023,
the
FASB
issued
Accounting
Standards
Update
(ASU),
ASU
2023-09,
Income
Taxes
(Topic
740)
–
Improvements
to
Income
Taxes
Disclosures,
which
enhances
the
transparency
of
income
tax
disclosures.
The
ASU
requires
public
entities,
on
an
annual
basis,
to
provide
disclosure
of
specific
categories
in
the
rate
reconciliation,
as
well
as
disclosure
of
income
taxes
paid
disaggregated
by
jurisdiction.
The
amendments
under
this
ASU
are
required
to
be
applied
prospectively
and
are
effective
for
fiscal
years
beginning
after
December
15,
2024.
Management
expects
that
adoption
of
the
guidance
will
not
have
a
material
impact
on
the
fund’s
financial
statements.
Indemnification
 In
the
normal
course
of
business, the
fund
may
provide
indemnification
in
connection
with
its
officers
and
directors,
service
providers,
and/or
private
company
investments. The
fund’s
maximum
exposure
under
these
arrangements
is
unknown;
however,
the
risk
of
material
loss
is
currently
considered
to
be
remote.
NOTE
2
-
VALUATION 
Fair
Value
  The
fund’s
financial
instruments
are
valued
at
the
close
of
the
NYSE
and
are
reported
at
fair
value,
which
GAAP
defines
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date. The fund’s
Board
of
Directors
(the
Board)
has
designated
T.
Rowe
Price
Associates,
Inc.
as
the
fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation
risks;
establishes
and
applies
fair
value
methodologies;
tests
fair
value
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee. The
Valuation
Designee provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1
–
quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
T.
ROWE
PRICE
Capital
Appreciation
Fund
32
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.
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.
T.
ROWE
PRICE
Capital
Appreciation
Fund
33
Investments
in
mutual
funds
are
valued
at
the
mutual
fund’s
closing
NAV
per
share
on
the
day
of
valuation.
Listed
options,
and
OTC
options
with
a
listed
equivalent,
are
valued
at
the
mean
of
the
closing
bid
and
asked
prices
and
exchange-traded
options
on
futures
contracts
are
valued
at
closing
settlement
prices.
 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
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.
T.
ROWE
PRICE
Capital
Appreciation
Fund
34
Valuation
Inputs
  The
following
table
summarizes
the
fund’s
financial
instruments,
based
on
the
inputs
used
to
determine
their
fair
values
on
June
30,
2025
(for
further
detail
by
category,
please
refer
to
the
accompanying
Portfolio
of
Investments): 
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Fixed
Income
Securities
1
$
—
$
14,927,737
$
—
$
14,927,737
Bond
Funds
948,323
—
—
948,323
Common
Stocks
39,970,015
—
842,572
40,812,587
Convertible
Preferred
Stocks
—
—
614,856
614,856
Corporate
Bonds
—
4,713,039
—
4,713,039
Preferred
Stocks
7,514
—
142,789
150,303
Short-Term
Investments
5,872,247
—
—
5,872,247
Total
$
46,798,099
$
19,640,776
$
1,600,217
$
68,039,092
Liabilities
Options
Written
$
—
$
151,545
$
—
$
151,545
1
Includes
Asset-Backed
Securities,
Bank
Loans
and
U.S.
Government
Agency
Obligations
(Excluding
Mortgage-Backed).
T.
ROWE
PRICE
Capital
Appreciation
Fund
35
Following
is
a
reconciliation
of
the
fund’s
Level
3
holdings
for
the
six
months ended
June
30,
2025.
Gain
(loss)
reflects
both
realized
and
change
in
unrealized
gain/loss
on
Level
3
holdings
during
the
period,
if
any,
and
is
included
on
the
accompanying
Statement
of
Operations.
The
change
in
unrealized
gain/loss
on
Level
3
instruments
held
at
June
30,
2025,
totaled $182,336,000 for
the
six
months ended
June
30,
2025.
NOTE
3
-
DERIVATIVE
INSTRUMENTS 
During
the
six
months ended
June
30,
2025,
the
fund
invested
in
derivative
instruments.
As
defined
by
GAAP,
a
derivative
is
a
financial
instrument
whose
value
is
derived
from
an
underlying
security
price,
foreign
exchange
rate,
interest
rate,
index
of
prices
or
rates,
or
other
variable;
it
requires
little
or
no
initial
investment
and
permits
or
requires
net
settlement
or
delivery
of
cash
or
other
assets.
The
fund
invests
in
derivatives
only
if
the
expected
risks
and
rewards
are
consistent
with
its
investment
objectives,
policies,
and
overall
risk
profile,
as
described
in
its
prospectus
and
Statement
of
Additional
Information.
The
fund
may
use
derivatives
for
a
variety
of
purposes
and
may
use
them
to
establish
both
long
and
short
positions
within
the
fund’s
portfolio.
Potential
uses
include
to
hedge
against
declines
in
principal
value,
increase
yield,
invest
in
an
asset
with
greater
efficiency
and
at
a
lower
cost
than
is
possible
through
direct
investment,
to
enhance
return,
or
to
adjust
credit
exposure.
The
risks
associated
with
the
use
of
derivatives
are
different
from,
and
potentially
much
greater
than,
the
risks
associated
with
investing
directly
in
the
instruments
on
which
the
derivatives
are
based.
($000s)
Beginning
Balance
12/31/24
Gain
(Loss)
During
Period
Total
Purchases
Ending
Balance
6/30/25
Investment
in
Securities
Common
Stocks
$
135,379‌
$
30,376‌
$
676,817‌
$
842,572‌
Convertible
Preferred
Stocks
465,977‌
148,879‌
—‌
614,856‌
Corporate
Bonds
—‌
—‌
—‌
—‌
Preferred
Stocks
139,708‌
3,081‌
—‌
142,789‌
Total
$
741,064‌
$
182,336‌
$
676,817‌
$
1,600,217‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
36
The
fund
values
its
derivatives
at
fair
value
and
recognizes
changes
in
fair
value
currently
in
its
results
of
operations.
Accordingly,
the
fund
does
not
follow
hedge
accounting,
even
for
derivatives
employed
as
economic
hedges.
Generally,
the
fund
accounts
for
its
derivatives
on
a
gross
basis.
It
does
not
offset
the
fair
value
of
derivative
liabilities
against
the
fair
value
of
derivative
assets
on
its
financial
statements,
nor
does
it
offset
the
fair
value
of
derivative
instruments
against
the
right
to
reclaim
or
obligation
to
return
collateral.
The
following
table
summarizes
the
fair
value
of
the
fund’s
derivative
instruments
held
as
of
June
30,
2025,
and
the
related
location
on
the
accompanying
Statement
of
Assets
and
Liabilities,
presented
by
primary
underlying
risk
exposure: 
Additionally,
the
amount
of
gains
and
losses
on
derivative
instruments
recognized
in
fund
earnings
during
the
six
months ended
June
30,
2025,
and
the
related
location
on
the
accompanying
Statement
of
Operations
is
summarized
in
the
following
table
by
primary
underlying
risk
exposure: 
($000s)
Location
on
Statement
of
Assets
and
Liabilities
Fair
Value
Liabilities
Equity
derivatives
Options
Written
$
151,545‌
Total
$
151,545‌
($000s)                                              
Location
of
Gain
(Loss)
on
Statement
of
Operations
Options
Written
Realized
Gain
(Loss)
Equity
derivatives
$
66,634‌
Total
$
66,634‌
Change
in
Unrealized
Gain
(Loss)
Equity
derivatives
$
(67,779‌)
Total
$
(67,779‌)
T.
ROWE
PRICE
Capital
Appreciation
Fund
37
Counterparty
Risk
and
Collateral
 The
fund
invests
in
derivatives,
such
as
non-cleared
bilateral
swaps,
forward
currency
exchange
contracts,
and/or
OTC
options,
that
are
transacted
and
settle
directly
with
a
counterparty
(bilateral
derivatives),
and
thereby
may
expose
the
fund
to
counterparty
risk.
To
mitigate
this
risk,
the
fund
has
entered
into
master
netting
arrangements
(MNAs)
with
certain
counterparties
that
permit
net
settlement
under
specified
conditions
and,
for
certain
counterparties,
also
require
the
exchange
of
collateral
to
cover
mark-to-market
exposure.
MNAs
may
be
in
the
form
of
International
Swaps
and
Derivatives
Association
master
agreements
(ISDAs)
or
foreign
exchange
letter
agreements
(FX
letters).
MNAs
govern
the
ability
to
offset
amounts
the
fund
owes
a
counterparty
against
amounts
the
counterparty
owes
the
fund
(net
settlement).
Both
ISDAs
and
FX
letters
generally
allow
termination
of
transactions
and
net
settlement
upon
the
occurrence
of
contractually
specified
events,
such
as
failure
to
pay
or
bankruptcy.
In
addition,
ISDAs
specify
other
events,
the
occurrence
of
which
would
allow
one
of
the
parties
to
terminate.
For
example,
a
downgrade
in
credit
rating
of
a
counterparty
below
a
specified
rating
would
allow
the
fund
to
terminate,
while
a
decline
in
the
fund’s
net
assets
of
more
than
a
specified
percentage
would
allow
the
counterparty
to
terminate.
Upon
termination,
all
transactions
with
that
counterparty
would
be
liquidated
and
a
net
termination
amount
determined.
ISDAs
typically
include
collateral
agreements
whereas
FX
letters
do
not.
Collateral
requirements
are
determined
daily
based
on
the
net
aggregate
unrealized
gain
or
loss
on
all
bilateral
derivatives
with
each
counterparty,
subject
to
minimum
transfer
amounts
that
typically
range
from
$100,000
to
$250,000.
Any
additional
collateral
required
due
to
changes
in
security
values
is
typically
transferred
the
next
business
day.
Collateral may
be
in
the
form
of
cash
or
debt
securities
issued
by
the
U.S.
government
or
related
agencies,
although
other
securities
may
be
used
depending
on
the
terms
outlined
in
the
applicable
MNA.
Cash
posted
by
the
fund
is
reflected
as
cash
deposits
in
the
accompanying
financial
statements
and
generally
is
restricted
from
withdrawal
by
the
fund;
securities
posted
by
the
fund
are
so
noted
in
the
accompanying
Portfolio
of
Investments;
both
remain
in
the
fund’s
assets.
Collateral
pledged
by
counterparties
is
not
included
in
the
fund’s
assets
because
the
fund
does
not
obtain
effective
control
over
those
assets.
For
bilateral
derivatives,
collateral
posted
or
received
by
the
fund
is
held
in
a
segregated
account
at
the
fund’s
custodian.
While
typically
not
sold
in
the
same
manner
as
equity
or
fixed
income
securities,
OTC
and
bilateral
derivatives
may
be
unwound
with
counterparties
or
transactions
assigned
to
other
counterparties
to
allow
the
fund
to
exit
the
transaction.
This
ability
is
subject
to
the
liquidity
of
T.
ROWE
PRICE
Capital
Appreciation
Fund
38
underlying
positions. As
of
June
30,
2025,
securities
valued
at $101,679,000
had
been
posted
by
the
fund
to
counterparties
for
bilateral
derivatives. As
of
June
30,
2025,
no
collateral
was
pledged
by
counterparties
to
the
fund
for
bilateral
derivatives.
Options 
 The
fund
is
subject
to equity
price
risk in
the
normal
course
of
pursuing
its
investment
objectives
and
uses
options
to
help
manage
such
risk.
The
fund
may
use
options
to
manage
exposure
to
security
prices,
interest
rates,
foreign
currencies,
and
credit
quality;
as
an
efficient
means
of
adjusting
exposure
to
all
or
a
part
of
a
target
market;
to
enhance
income;
as
a
cash
management
tool;
or
to
adjust
credit
exposure.
The
fund
may
buy
or
sell
options
that
can
be
settled
either
directly
with
the
counterparty
(OTC
option)
or
through
a
central
clearinghouse
(exchange-traded
option).
Options
are
included
in
net
assets
at
fair
value,
options
purchased
are
included
in
Investments
in
Securities,
and
options
written
are
separately
reflected
as
a
liability
on
the
accompanying
Statement
of
Assets
and
Liabilities.
Premiums
on
unexercised,
expired
options
are
recorded
as
realized
gains
or
losses
on
the
accompanying
Statement
of
Operations;
premiums
on
exercised
options
are
recorded
as
an
adjustment
to
the
proceeds
from
the
sale
or
cost
of
the
purchase.
The
difference
between
the
premium
and
the
amount
received
or
paid
in
a
closing
transaction
is
also
treated
as
realized
gain
or
loss
on
the
accompanying
Statement
of
Operations.
In
return
for
a
premium
paid,
call
and
put
options
give
the
holder
the
right,
but
not
the
obligation,
to
purchase
or
sell,
respectively,
a
security
at
a
specified
exercise
price. Risks related
to
the
use
of
options
include
possible
illiquidity
of
the
options
markets;
trading
restrictions
imposed
by
an
exchange
or
counterparty;
possible
failure
of
counterparties
to
meet
the
terms
of
the
agreements;
movements
in
the
underlying
asset
values
and,
for
options
written,
the
potential
for
losses
to
exceed
any
premium
received
by
the
fund.
During
the
six
months ended
June
30,
2025,
the
volume
of
the
fund’s
activity
in
options,
based
on
underlying
notional
amounts,
was
generally
between
3%
and
5%
of
net
assets. 
NOTE
4
-
OTHER
INVESTMENT
TRANSACTIONS 
Consistent
with
its
investment
objective, the
fund
engages
in
the
following
practices
to
manage
exposure
to
certain
risks
and/or
to
enhance
performance.
The
investment
objective,
policies,
program,
and
risk
factors
of the
fund
are
described
more
fully
in the
fund’s prospectus
and
Statement
of
Additional
Information.
T.
ROWE
PRICE
Capital
Appreciation
Fund
39
Noninvestment-Grade
Debt
 The
fund
invests,
either
directly
or
through
its
investment
in
other
T.
Rowe
Price
funds,
in
noninvestment-grade
debt,
including
“high
yield”
or
“junk”
bonds
or
leveraged
loans.
Noninvestment-grade
debt
issuers
are
more
likely
to
suffer
an
adverse
change
in
financial
condition
that
would
result
in
the
inability
to
meet
a
financial
obligation.
The
noninvestment-
grade
debt
market
may
experience
sudden
and
sharp
price
swings
due
to
a
variety
of
factors
that
may
decrease
the
ability
of
issuers
to
make
principal
and
interest
payments
and
adversely
affect
the
liquidity
or
value,
or
both,
of
such
securities.
Accordingly,
securities
issued
by
such
companies
carry
a
higher
risk
of
default
and
should
be
considered
speculative. 
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.
Bank
Loans
 The
fund
invests
in
bank
loans,
which
represent
an
interest
in
amounts
owed
by
a
borrower
to
a
syndicate
of
lenders.
Bank
loans
are
generally
noninvestment
grade
and
often
involve
borrowers
whose
financial
condition
is
highly
leveraged.
The
fund
may
invest
in
fixed
and
floating
rate
loans,
which
may
include
senior
floating
rate
loans;
secured
and
unsecured
loans,
second
lien
or
more
junior
loans;
and
bridge
loans
or
bridge
facilities.
Certain
bank
loans
may
be
revolvers
which
are
a
form
of
senior
bank
debt,
where
the
borrower
can
draw
down
the
credit
of
the
revolver
when
it
needs
cash
and
repays
the
credit
when
the
borrower
has
excess
cash.
Certain
loans
may
be
“covenant-lite”
loans,
which
means
the
loans
contain
fewer
maintenance
covenants
than
other
loans
(in
some
cases,
none)
and
do
not
include
terms
which
allow
the
lender
to
monitor
the
performance
of
the
borrower
and
declare
a
default
if
certain
criteria
are
breached.
As
a
result
of
these
risks,
the
fund’s
exposure
to
losses
may
be
increased.
Bank
loans
may
be
in
the
form
of
either
assignments
or
participations.
A
loan
assignment
transfers
all
legal,
beneficial,
and
economic
rights
to
the
buyer,
and
transfer
typically
requires
consent
of
both
the
borrower
and
agent.
In
contrast,
a
loan
participation
generally
entitles
the
buyer
to
receive
the
cash
flows
from
principal,
interest,
and
any
fee
payments
on
a
portion
of
a
loan;
however,
the
seller
continues
to
hold
legal
title
to
that
portion
of
the
loan.
As
a
result,
the
buyer
of
a
loan
participation
generally
has
no
direct
recourse
against
the
borrower
and
is
exposed
to
credit
risk
of
both
the
borrower
and
seller
of
the
participation.
T.
ROWE
PRICE
Capital
Appreciation
Fund
40
Bank
loans
often
have
extended
settlement
periods,
generally
may
be
repaid
at
any
time
at
the
option
of
the
borrower,
and
may
require
additional
principal
to
be
funded
at
the
borrowers’
discretion
at
a
later
date
(e.g.
unfunded
commitments
and
revolving
debt
instruments).
Until
settlement,
the
fund
maintains
liquid
assets
sufficient
to
settle
its
unfunded
loan
commitments.
The
fund
reflects
both
the
funded
portion
of
a
bank
loan
as
well
as
its
unfunded
commitment
in
the
Portfolio
of
Investments.
However,
if
a
credit
agreement
provides
no
initial
funding
of
a
tranche,
and
funding
of
the
full
commitment
at
a
future
date(s)
is
at
the
borrower’s
discretion
and
considered
uncertain,
a
loan
is
reflected
in
the
Portfolio
of
Investments
only
if,
and
only
to
the
extent
that,
the
fund
has
actually
settled
a
funding
commitment.
Other 
Purchases
and
sales
of
portfolio
securities
other
than
in-kind
transactions,
if
any, short-term
and
U.S.
government securities
aggregated $22,328,542,000 and
$25,049,632,000,
respectively,
for
the
six
months ended
June
30,
2025. Purchases
and
sales
of
U.S.
government
securities
aggregated $13,856,820,000 and
$14,109,317,000,
respectively,
for
the
six
months ended
June
30,
2025.
NOTE
5
-
FEDERAL
INCOME
TAXES
Generally,
no
provision
for
federal
income
taxes
is
required
since
the
fund
intends
to continue
to
qualify
as
a
regulated
investment
company
under
Subchapter
M
of
the
Internal
Revenue
Code
and
distribute
to
shareholders
all
of
its taxable
income
and
gains.
Distributions
determined
in
accordance
with
federal
income
tax
regulations
may
differ
in
amount
or
character
from
net
investment
income
and
realized
gains
for
financial
reporting
purposes.
Financial
reporting
records
are
adjusted
for
permanent
book/tax
differences
to
reflect
tax
character
but
are
not
adjusted
for
temporary
differences.
The
amount
and
character
of
tax-basis
distributions
and
composition
of
net
assets
are
finalized
at
fiscal
year-end;
accordingly,
tax-basis
balances
have
not
been
determined
as
of
the
date
of
this
report. 
At
June
30,
2025,
the
cost
of
investments
(including
derivatives,
if
any)
for
federal
income
tax
purposes
was
$55,313,726,000.
Net
unrealized
gain
aggregated
$12,577,211,000
at
period-end,
of
which
$13,628,230,000
related
to
appreciated
investments
and
$1,051,019,000
related
to
depreciated
investments.
T.
ROWE
PRICE
Capital
Appreciation
Fund
41
NOTE
6
-
FOREIGN TAXES
The
fund
is
subject
to
foreign
income
taxes
imposed
by
certain
countries
in
which
it
invests.
Additionally,
capital
gains
realized
upon
disposition
of
securities
issued
in
or
by
certain
foreign
countries
are
subject
to
capital
gains
tax
imposed
by
those
countries.
All
taxes
are
computed
in
accordance
with
the
applicable
foreign
tax
law,
and,
to
the
extent
permitted,
capital
losses
are
used
to
offset
capital
gains.
Taxes
attributable
to
income
are
accrued
by
the
fund
as
a
reduction
of
income.
Current
and
deferred
tax
expense
attributable
to
capital
gains
is
reflected
as
a
component
of
realized
or
change
in
unrealized
gain/
loss
on
securities
in
the
accompanying
financial
statements.
To
the
extent
that
the
fund
has
country
specific
capital
loss
carryforwards,
such
carryforwards
are
applied
against
net
unrealized
gains
when
determining
the
deferred
tax
liability.
Any
deferred
tax
liability
incurred
by
the
fund
is
included
in
either
Other
liabilities
or
Deferred
tax
liability
on
the
accompanying
Statement
of
Assets
and
Liabilities.
NOTE
7
-
RELATED
PARTY
TRANSACTIONS
The
fund
is
managed
by
T.
Rowe
Price
Associates,
Inc.
(Price
Associates),
a
wholly
owned
subsidiary
of
T.
Rowe
Price
Group,
Inc.
(Price
Group). Price
Associates
has
entered
into
a
sub-advisory
agreement(s)
with
one
or
more
of
its
wholly
owned
subsidiaries,
to
provide
investment
advisory
services
to
the
fund. 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,
equal
to
0.30%
of
the fund’s
average
daily
net
assets,
and
a
group
fee.
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
0.26%
for
assets
in
excess
of
$845
billion.
The
fund’s
group
fee
is
determined
by
applying
the
group
fee
rate
to
the
fund’s
average
daily
net
assets.
At June
30,
2025,
the
effective
annual
group
fee
rate
was
0.28%.
Effective
April
30,
2019,
Price
Associates
has
contractually
agreed,
at
least
through
February
28,
2027,
to
waive
a
portion
of
its
management
fee
so
that
an
individual
fund
fee
of 0.27%
is
applied
to
the
fund’s
average
daily
net
assets
that
are
equal
to
or
greater
than $27.5 billion.
Thereafter,
this
agreement
will
automatically
renew
for
one-year
terms
unless
terminated
by
the
fund’s
Board.
Any
fees
waived
under
this
agreement
are
not
subject
to
reimbursement
to
Price
Associates
by
the
fund. The
total
management
fees
waived
T.
ROWE
PRICE
Capital
Appreciation
Fund
42
were $5,560,000
and
allocated
ratably
in
the
amounts
of
$2,988,000
for
the
Investor
Class,
$68,000
for
the
Advisor
Class,
and
$2,504,000
for
the
I
Class,
for
the
six
months
ended
June
30,
2025. 
The
Investor
Class
and
Advisor
Class
are
each
subject
to
a
contractual
expense
limitation
through
the
expense
limitation
dates
indicated
in
the
table
below.
This
agreement
will
continue
through
the
expense
limitation
dates
indicated
in
the
table
below,
and
may
be
renewed,
revised,
or
revoked
only
with
approval
of
the
fund’s
Board.
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
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.
T.
ROWE
PRICE
Capital
Appreciation
Fund
43
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. 
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
and
Advisor
Class.
For
the
six
months
ended
June
30,
2025,
expenses
incurred
pursuant
to
these
service
agreements
were
$64,000
for
Price
Associates;
$4,255,000
for
T.
Rowe
Price
Services,
Inc.;
and
$495,000
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.
Investor
Class
Advisor
Class
I
Class
Expense
limitation/I
Class
Limit
0.94%
1.19%
0.05%
Expense
limitation
date
02/29/28
02/29/28
02/29/28
(Waived)/repaid
during
the
period
($000s)
$—
$—
$—
T.
ROWE
PRICE
Capital
Appreciation
Fund
44
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).
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.
The
fund
may
also
invest
in
certain
other
T.
Rowe
Price
funds
(Price
Funds)
as
a
means
of
gaining
efficient
and
cost-effective
exposure
to
certain
markets.
The
fund
does
not
invest
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.
Each
underlying
Price
Fund
is
an
open-end
management
investment
company
managed
by
Price
Associates
and
is
considered
an
affiliate
of
the
fund.
To
ensure
that
the
fund
does
not
incur
duplicate
management
fees
(paid
by
the
underlying
Price
Fund(s)
and
the
fund),
Price
Associates
has
agreed
to
permanently
waive
a
portion
of
its
management
fee
charged
to
the
fund
in
an
amount
sufficient
to
fully
offset
that
portion
of
management
fees
paid
by
each
underlying
Price
Fund
related
to
the
fund’s
investment
therein.
Annual
management
fee
rates
and
amounts
waived
related
to
investments
in
the
underlying
Price
Fund(s)
for
the
six
months
ended
June
30,
2025,
are
as
follows:
Total
management
fee
waived
was
allocated
ratably
in
the
amounts
of
$1,356,000,
$31,000
and
$1,137,000 for
the
Investor
Class,
Advisor
Class
and
I
Class,
respectively,
for
the
six
months ended
June
30,
2025. 
($000s)
Effective
Management
Fee
Rate
Management
Fee
Waived
T.
Rowe
Price
Institutional
Floating
Rate
Fund
-
Institutional
Class
0.55%
$
2,524‌
Total
Management
Fee
Waived
$
2,524‌
T.
ROWE
PRICE
Capital
Appreciation
Fund
45
As
of
June
30,
2025,
T.
Rowe
Price
Group,
Inc.,
or
its
wholly
owned
subsidiaries,
owned
1,188,057
shares
of
the
Investor
Class,
representing
less
than
1%
of
the
Investor
Class's
net
assets,
and
5,607,259
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
six
months
ended
June
30,
2025,
the
fund
had
no
purchases
or
sales
cross
trades
with
other
funds
or
accounts
advised
by
Price
Associates.
NOTE
8
-
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.
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.
T.
ROWE
PRICE
Capital
Appreciation
Fund
46
NOTE
9
-
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
Capital
Appreciation
Fund
47
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
Each
year,
the
fund’s
Board
of
Directors
(Board)
considers
the
continuation
of
the
investment
management
agreement
(Advisory
Contract)
between
the
fund
and
its
investment
adviser,
T.
Rowe
Price
Associates,
Inc.
(Adviser),
as
well
as
the
investment
subadvisory
agreement
(Subadvisory
Contract)
that
the
Adviser
has
entered
into
with
T.
Rowe
Price
Investment
Management,
Inc.
(Subadviser)
on
behalf
of
the
fund.
In
that
regard,
at
a
meeting
held
on
March
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
and
Subadvisory
Contract.
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
and
Subadviser
and
the
approval
of
the
Advisory
Contract
and
Subadvisory
Contract.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Advisory
Contract
and
Subadvisory
Contract
by
independent
legal
counsel
from
whom
they
received
separate
legal
advice
and
with
whom
they
met
separately.
In
providing
information
to
the
Board,
the
Adviser
was
guided
by
a
detailed
set
of
requests
for
information
submitted
by
independent
legal
counsel
on
behalf
of
the
independent
directors.
In
considering
and
approving
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract,
the
Board
considered
the
information
it
believed
was
relevant,
including,
but
not
limited
to,
the
information
discussed
below.
The
Board
considered
not
only
the
specific
information
presented
in
connection
with
the
Meeting,
but
also
the
knowledge
gained
over
time
through
interaction
with
the
Adviser
and
Subadviser
about
various
topics.
The
Board
also
considered
that
the
Subadviser
has
its
own
investment
platform
and
investment
management
leadership,
and
the
Adviser
and
Subadviser
have
implemented
information
barriers
restricting
the
sharing
of
investment
information
and
voting
activity.
The
Board
meets
regularly
and,
at
each
of
its
meetings,
covers
an
extensive
agenda
of
topics
and
materials
and
considers
factors
that
are
relevant
to
its
annual
consideration
of
the
renewal
of
the
T.
Rowe
Price
funds’
advisory
contracts,
including
performance
and
the
services
and
support
provided
to
the
funds
and
their
shareholders.
Services
Provided
by
the
Adviser
and
Subadviser
The
Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
the
fund
by
the
Adviser
and
Subadviser.
These
services
included,
but
were
not
limited
to,
directing
the
fund’s
investments
in
accordance
with
its
investment
program
and
the
overall
management
of
the
fund’s
portfolio,
as
well
as
a
variety
of
related
activities
such
as
financial,
investment
operations,
and
administrative
services;
compliance;
maintaining
the
fund’s
records
and
registrations;
and
shareholder
communications.
However,
the
Board
noted
that
there
are
information
barriers
between
investment
personnel
of
the
Adviser
and
Subadviser
that
restrict
the
sharing
of
certain
information,
such
as
investment
research,
trading,
and
proxy
T.
ROWE
PRICE
Capital
Appreciation
Fund
48
voting.
The
Board
also
reviewed
the
background
and
experience
of
the
Adviser’s
and
Subadviser’s
senior
management
teams
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
and
Subadviser,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract.
Investment
Performance
of
the
Fund
The
Board
took
into
account
discussions
with
the
Adviser
and
detailed
reports
that
it
regularly
receives
throughout
the
year
on
relative
and
absolute
performance
for
the
T.
Rowe
Price
funds.
In
connection
with
the
Meeting,
the
Board
reviewed
information
provided
by
the
Adviser
that
compared
the
fund’s
total
returns,
as
well
as
a
wide
variety
of
other
previously
agreed-upon
performance
measures
and
market
data,
against
relevant
benchmark
indexes
and
peer
groups
of
funds
with
similar
investment
programs
for
various
periods
through
December
31,
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,
Profits,
and
Economies
of
Scale
The
Board
reviewed
detailed
information
regarding
the
revenues
received
by
the
Adviser
under
the
Advisory
Contract
and
other
direct
and
indirect
benefits
that
the
Adviser
(and
its
affiliates,
including
the
Subadviser)
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
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Capital
Appreciation
Fund
49
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.
The
Board
received
information
on
the
estimated
costs
incurred
and
profits
realized
by
the
Adviser
from
managing
the
T.
Rowe
Price
funds.
The
Board
also
reviewed
estimates
of
the
profits
realized
from
managing
the
fund
in
particular,
and
the
Board
concluded
that
the
Adviser’s
profits
were
reasonable
in
light
of
the
services
provided
to
the
fund.
The
Board
also
considered
whether
the
fund
benefits
under
the
fee
levels
set
forth
in
the
Advisory
Contract
or
otherwise
from
any
economies
of
scale
realized
by
the
Adviser.
Under
the
Advisory
Contract,
the
fund
pays
a
fee
to
the
Adviser
for
investment
management
services
composed
of
two
components
–
a
group
fee
rate
based
on
the
combined
average
net
assets
of
most
of
the
T.
Rowe
Price
funds
(including
the
fund)
that
declines
at
certain
asset
levels
and
an
individual
fund
fee
rate
based
on
the
fund’s
average
daily
net
assets
–
and
the
fund
pays
its
own
expenses
of
operations.
Under
the
Subadvisory
Contract,
the
Adviser
may
pay
the
Subadviser
up
to
60%
of
the
advisory
fees
that
the
Adviser
receives
from
the
fund.
The
group
fee
schedule
is
graduated
so
the
rate
decreases
as
total
T.
Rowe
Price
fund
assets
increase
and
increases
as
total
T.
Rowe
Price
fund
assets
decrease.
As
a
result,
shareholders
benefit
from
overall
growth
in
T.
Rowe
Price
fund
assets,
which
reduces
the
management
fee
rate
for
any
fund
that
has
a
group
fee
component
to
its
management
fee,
and
reflects
that
certain
resources
utilized
to
operate
the
fund
are
shared
with
other
T.
Rowe
Price
funds
thus
allowing
shareholders
of
those
funds
to
share
potential
economies
of
scale.
The
fund’s
individual
fund
fee
contains
a
breakpoint
that
reduces
the
individual
fund
fee
rate
once
the
fund’s
assets
reach
a
certain
level
and
provides
additional
opportunities
for
sharing
potential
economies
of
scale.
The
fund’s
shareholders
also
benefit
from
potential
economies
of
scale
through
a
decline
in
certain
operating
expenses
as
the
fund
grows
in
size.
However,
the
fund
is
also
subject
to
contractual
expense
limitations
that
require
the
Adviser
to
waive
its
fees
and/or
bear
any
expenses
that
would
otherwise
cause
the
expenses
of
a
share
class
of
the
fund
to
exceed
a
certain
percentage
based
on
the
class’s
net
assets.
The
expense
limitations
mitigate
the
potential
for
an
increase
in
operating
expenses
above
a
certain
level
that
could
impact
shareholders.
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Capital
Appreciation
Fund
50
In
addition,
the
Board
noted
that
the
fund
potentially
shares
in
indirect
economies
of
scale
through
the
Adviser’s
ongoing
investments
in
its
business
in
support
of
the
T.
Rowe
Price
funds,
including
investments
in
trading
systems,
technology,
and
regulatory
support
enhancements,
and
the
ability
to
possibly
negotiate
lower
fee
arrangements
with
third-party
service
providers.
The
Board
concluded
that
the
advisory
fee
structure
for
the
fund
provides
for
a
reasonable
sharing
of
benefits
from
any
economies
of
scale
with
the
fund’s
investors.
Fees
and
Expenses
The
Board
was
provided
with
information
regarding
industry
trends
in
management
fees
and
expenses.
Among
other
things,
the
Board
reviewed
data
for
peer
groups
that
were
compiled
by
Broadridge,
which
compared:
(i)
contractual
management
fees,
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
Investor
Class
of
the
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Investor
Class
Expense
Group);
(ii)
actual
management
fees
and
total
expenses
of
the
Advisor
Class
of
the
fund
with
a
group
of
competitor
funds
selected
by
Broadridge
(Advisor
Class
Expense
Group);
and
(iii)
actual
management
fees,
nonmanagement
expenses,
and
total
expenses
of
the
Investor
Class
of
the
fund
with
a
broader
set
of
funds
within
the
Lipper
investment
classification
(Expense
Universe).
The
Board
considered
the
fund’s
contractual
management
fee
rate,
actual
management
fee
rate
(which
reflects
the
management
fees
actually
received
from
the
fund
by
the
Adviser
after
any
applicable
waivers,
reductions,
or
reimbursements),
operating
expenses,
and
total
expenses
(which
reflect
the
net
total
expense
ratio
of
the
fund
after
any
waivers,
reductions,
or reimbursements)
in
comparison
with
the
information
for
the
Broadridge
peer
groups.
Broadridge
generally
constructed
the
peer
groups
by
seeking
the
most
comparable
funds
based
on
similar
investment
classifications
and
objectives,
expense
structure,
asset
size,
and
operating
components
and
attributes
and
ranked
funds
into
quintiles,
with
the
first
quintile
representing
the
funds
with
the
lowest
relative
expenses
and
the
fifth
quintile
representing
the
funds
with
the
highest
relative
expenses.
The
information
provided
to
the
Board
indicated
that
the
fund’s
contractual
management
fee
ranked
in
the
second
quintile
(Investor
Class
Expense
Group),
the
fund’s
actual
management
fee
rate
ranked
in
the
second
quintile
(Investor
Class
Expense
Group)
and
third
quintile
(Advisor
Class
Expense
Group
and
Expense
Universe),
and
the
fund’s
total
expenses
ranked
in
the
second
quintile
(Investor
Class
Expense
Group
and
Expense
Universe)
and
first
quintile
(Advisor
Class
Expense
Group).
The
Board
also
reviewed
the
fee
schedules
for
other
investment
portfolios
with
similar
mandates
that
are
advised
or
subadvised
by
the
Adviser
and
its
affiliates,
including
separately
managed
accounts
for
institutional
and
individual
investors;
subadvised
funds;
and
other
sponsored
investment
portfolios,
including
collective
investment
trusts
and
pooled
vehicles
organized
and
offered
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
T.
ROWE
PRICE
Capital
Appreciation
Fund
51
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
versus
managing
a
discrete
pool
of
assets
as
a
subadviser
to
another
institution’s
mutual
fund
or
for
an
institutional
account
and
that
the
Adviser
generally
performs
significant
additional
services
and
assumes
greater
risk
in
managing
the
fund
and
other
T.
Rowe
Price
funds
than
it
does
for
institutional
account
clients,
including
subadvised
funds.
On
the
basis
of
the
information
provided
and
the
factors
considered,
the
Board
concluded
that
the
fees
paid
by
the
fund
under
the
Advisory
Contract
are
reasonable.
Approval
of
the
Advisory
Contract
and
Subadvisory
Contract
As
noted,
the
Board
approved
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract.
No
single
factor
was
considered
in
isolation
or
to
be
determinative
to
the
decision.
Rather,
the
Board
concluded,
in
light
of
a
weighting
and
balancing
of
all
factors
considered,
that
it
was
in
the
best
interests
of
the
fund
and
its
shareholders
for
the
Board
to
approve
the
continuation
of
the
Advisory
Contract
and
Subadvisory
Contract
(including
the
fees
to
be
charged
for
services
thereunder).
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENT
AND
SUBADVISORY
AGREEMENT
(continued)
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.
F72-051
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 Capital Appreciation Fund, 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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