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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-21149

T. Rowe Price Retirement Funds, Inc.

 

(Exact name of registrant as specified in charter)

1307 Point Street, Baltimore, MD 21231

 

(Address of principal executive offices)

David Oestreicher

1307 Point Street, Baltimore, MD 21231

 

(Name and address of agent for service)

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

Date of fiscal year end: May 31

Date of reporting period: May 31, 2026


Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Image

Annual Shareholder Report

May 31, 2026

Retirement 2015 Fund

Investor Class (TRRGX)

This annual shareholder report contains important information about Retirement 2015 Fund (the "fund") for the period of June 1, 2025 to May 31, 2026. 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 year? (based on a hypothetical $10,000 investment)

Table Summary
 
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Retirement 2015 Fund - Investor Class
$53
0.49%

What drove fund performance during the past 12 months?

  • Global stock indexes and fixed income markets generated strong returns for the 12 months ended May 31, 2026. Equities were supported by solid corporate earnings, enthusiasm for artificial intelligence and semiconductor-related investments, and periods of easing monetary policy as major central banks, including the Federal Reserve, reduced interest rates in late 2025. Despite volatility from shifting U.S. tariff policies and the U.S.-Iran conflict, markets recovered as ceasefire progress reduced energy-price pressures and improved investor sentiment, while fixed income benefited from declining yields, resilient credit markets, and easing geopolitical risks.

  • Compared with the style-specific S&P Target Date 2050 Index, glide path effect contributed to results for the period. Despite bouts of volatility, global equity markets advanced significantly over the year, and the fund’s greater total equity exposure versus the benchmark was beneficial. Additionally, an overweight allocation to emerging markets equities, which strongly outpaced international developed markets, had a positive impact on relative results.

  • Conversely, security selection within some of the underlying portfolios detracted from relative results, including allocations to U.S. large-cap value, core, and growth stocks.

  • The fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The fund invests in a diversified portfolio of other T. Rowe Price stock and bond mutual funds that represent various asset classes and sectors. Its allocation among T. Rowe Price funds will change over time in relation to its target retirement date.

How has the fund performed?

Cumulative Returns of a Hypothetical $10,000 Investment as of May 31, 2026

A line chart as described in the following paragraph. 

Investor Class 20,430 
Regulatory Benchmark 11,836 
Strategy Benchmark 18,854
Table Summary
Investor Class
Regulatory Benchmark
Strategy Benchmark
2016
10,000
10,000
10,000
2016
10,360
10,232
10,296
2016
10,254
9,908
10,211
2017
10,747
10,008
10,622
2017
11,084
10,158
10,883
2017
11,347
10,283
11,084
2017
11,684
10,227
11,422
2018
11,767
10,059
11,458
2018
11,774
10,120
11,524
2018
12,010
10,175
11,784
2018
11,617
10,089
11,433
2019
11,988
10,378
11,716
2019
12,092
10,768
11,794
2019
12,586
11,210
12,243
2019
12,976
11,178
12,621
2020
12,819
11,590
12,457
2020
12,800
11,781
12,575
2020
13,913
11,936
13,391
2020
14,479
11,992
13,821
2021
15,101
11,750
14,156
2021
15,798
11,734
14,704
2021
16,246
11,925
15,091
2021
16,037
11,854
14,967
2022
15,524
11,440
14,582
2022
14,725
10,769
13,899
2022
14,182
10,552
13,500
2022
14,348
10,332
13,621
2023
14,349
10,328
13,691
2023
14,599
10,538
13,936
2023
15,060
10,426
14,244
2023
15,197
10,454
14,357
2024
16,132
10,671
15,065
2024
16,514
10,676
15,329
2024
17,251
11,187
16,064
2024
17,619
11,173
16,279
2025
17,679
11,291
16,392
2025
17,802
11,258
16,566
2025
18,637
11,538
17,329
2025
19,225
11,809
17,881
2026
19,981
11,998
18,464
2026
20,430
11,836
18,854

202501-4140694, 202606-5569308

F156-052 7/26

Average Annual Total Returns

Table Summary
 
1 Year
5 Years
10 Years
Retirement 2015 Fund (Investor Class)
14.76%
5.28%
7.41%
Bloomberg U.S. Aggregate Bond Index (Regulatory Benchmark)
5.13
0.17
1.70
S&P Target Date 2015 Index (Strategy Benchmark)
13.81
5.10
6.55

The preceding line graph shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund’s performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). The fund's total return figures reflect the reinvestment of dividends and capital gains, if any.Neither the fund’s returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares.The fund’s past performance is not a good predictor of the fund’s future performance.Updated performance information can be found at www.troweprice.com.

What are some fund statistics?

Fund Statistics

  • Total Net Assets (000s)$5,167,710
  • Number of Portfolio Holdings32
  • Investment Advisory Fees Paid (000s)$20,837
  • Portfolio Turnover Rate21.1%

What did the fund invest in?

Asset Allocation (as a % of Net Assets)

Table Summary
Domestic Equity Funds
35.9%
Domestic Bond Funds
36.0
International Bond Funds
14.2
International Equity Funds
12.7
Short-Term and Other
1.2

Top Ten Holdings (as a % of Net Assets)

Table Summary
T. Rowe Price New Income Fund
15.4%
T. Rowe Price Limited Duration Inflation Focused Bond Fund
14.7
T. Rowe Price Growth Stock Fund
7.5
T. Rowe Price Value Fund
7.3
T. Rowe Price International Bond Fund (USD Hedged)
5.9
T. Rowe Price Hedged Equity Fund
4.7
T. Rowe Price Equity Index 500 Fund
4.1
T. Rowe Price U.S. Large-Cap Core Fund
4.0
T. Rowe Price Dynamic Global Bond Fund
3.6
T. Rowe Price International Value Equity Fund
3.6

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.

Bloomberg and S&P do not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

Retirement 2015 Fund 

Investor Class (TRRGX)

T. Rowe Price Investment Services, Inc.

1307 Point Street

Baltimore, Maryland 21231

Image
Image

Annual Shareholder Report

May 31, 2026

Retirement 2015 Fund

Advisor Class (PARHX)

This annual shareholder report contains important information about Retirement 2015 Fund (the "fund") for the period of June 1, 2025 to May 31, 2026. 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 year? (based on a hypothetical $10,000 investment)

Table Summary
 
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Retirement 2015 Fund - Advisor Class
$79
0.74%

What drove fund performance during the past 12 months?

  • Global stock indexes and fixed income markets generated strong returns for the 12 months ended May 31, 2026. Equities were supported by solid corporate earnings, enthusiasm for artificial intelligence and semiconductor-related investments, and periods of easing monetary policy as major central banks, including the Federal Reserve, reduced interest rates in late 2025. Despite volatility from shifting U.S. tariff policies and the U.S.-Iran conflict, markets recovered as ceasefire progress reduced energy-price pressures and improved investor sentiment, while fixed income benefited from declining yields, resilient credit markets, and easing geopolitical risks.

  • Compared with the style-specific S&P Target Date 2050 Index, glide path effect contributed to results for the period. Despite bouts of volatility, global equity markets advanced significantly over the year, and the fund’s greater total equity exposure versus the benchmark was beneficial. Additionally, an overweight allocation to emerging markets equities, which strongly outpaced international developed markets, had a positive impact on relative results.

  • Conversely, security selection within some of the underlying portfolios detracted from relative results, including allocations to U.S. large-cap value, core, and growth stocks.

  • The fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The fund invests in a diversified portfolio of other T. Rowe Price stock and bond mutual funds that represent various asset classes and sectors. Its allocation among T. Rowe Price funds will change over time in relation to its target retirement date.

How has the fund performed?

Cumulative Returns of a Hypothetical $10,000 Investment as of May 31, 2026

A line chart as described in the following paragraph. 

Advisor Class 19,939 
Regulatory Benchmark 11,836 
Strategy Benchmark 18,854
Table Summary
Advisor Class
Regulatory Benchmark
Strategy Benchmark
2016
10,000
10,000
10,000
2016
10,355
10,232
10,296
2016
10,248
9,908
10,211
2017
10,736
10,008
10,622
2017
11,066
10,158
10,883
2017
11,322
10,283
11,084
2017
11,645
10,227
11,422
2018
11,720
10,059
11,458
2018
11,720
10,120
11,524
2018
11,955
10,175
11,784
2018
11,555
10,089
11,433
2019
11,915
10,378
11,716
2019
12,010
10,768
11,794
2019
12,494
11,210
12,243
2019
12,865
11,178
12,621
2020
12,709
11,590
12,457
2020
12,682
11,781
12,575
2020
13,771
11,936
13,391
2020
14,324
11,992
13,821
2021
14,932
11,750
14,156
2021
15,614
11,734
14,704
2021
16,049
11,925
15,091
2021
15,831
11,854
14,967
2022
15,316
11,440
14,582
2022
14,514
10,769
13,899
2022
13,976
10,552
13,500
2022
14,129
10,332
13,621
2023
14,121
10,328
13,691
2023
14,355
10,538
13,936
2023
14,798
10,426
14,244
2023
14,933
10,454
14,357
2024
15,824
10,671
15,065
2024
16,187
10,676
15,329
2024
16,913
11,187
16,064
2024
17,263
11,173
16,279
2025
17,297
11,291
16,392
2025
17,418
11,258
16,566
2025
18,225
11,538
17,329
2025
18,789
11,809
17,881
2026
19,513
11,998
18,464
2026
19,939
11,836
18,854

202501-4140694, 202606-5569308

F278-052 7/26

Average Annual Total Returns

Table Summary
 
1 Year
5 Years
10 Years
Retirement 2015 Fund (Advisor Class)
14.48%
5.01%
7.14%
Bloomberg U.S. Aggregate Bond Index (Regulatory Benchmark)
5.13
0.17
1.70
S&P Target Date 2015 Index (Strategy Benchmark)
13.81
5.10
6.55

The preceding line graph shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund’s performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). The fund's total return figures reflect the reinvestment of dividends and capital gains, if any.Neither the fund’s returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares.The fund’s past performance is not a good predictor of the fund’s future performance.Updated performance information can be found at www.troweprice.com.

What are some fund statistics?

Fund Statistics

  • Total Net Assets (000s)$5,167,710
  • Number of Portfolio Holdings32
  • Investment Advisory Fees Paid (000s)$20,837
  • Portfolio Turnover Rate21.1%

What did the fund invest in?

Asset Allocation (as a % of Net Assets)

Table Summary
Domestic Equity Funds
35.9%
Domestic Bond Funds
36.0
International Bond Funds
14.2
International Equity Funds
12.7
Short-Term and Other
1.2

Top Ten Holdings (as a % of Net Assets)

Table Summary
T. Rowe Price New Income Fund
15.4%
T. Rowe Price Limited Duration Inflation Focused Bond Fund
14.7
T. Rowe Price Growth Stock Fund
7.5
T. Rowe Price Value Fund
7.3
T. Rowe Price International Bond Fund (USD Hedged)
5.9
T. Rowe Price Hedged Equity Fund
4.7
T. Rowe Price Equity Index 500 Fund
4.1
T. Rowe Price U.S. Large-Cap Core Fund
4.0
T. Rowe Price Dynamic Global Bond Fund
3.6
T. Rowe Price International Value Equity Fund
3.6

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.

Bloomberg and S&P do not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

Retirement 2015 Fund 

Advisor Class (PARHX)

T. Rowe Price Investment Services, Inc.

1307 Point Street

Baltimore, Maryland 21231

Image
Image

Annual Shareholder Report

May 31, 2026

Retirement 2015 Fund

R Class (RRTMX)

This annual shareholder report contains important information about Retirement 2015 Fund (the "fund") for the period of June 1, 2025 to May 31, 2026. 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 year? (based on a hypothetical $10,000 investment)

Table Summary
 
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Retirement 2015 Fund - R Class
$106
0.99%

What drove fund performance during the past 12 months?

  • Global stock indexes and fixed income markets generated strong returns for the 12 months ended May 31, 2026. Equities were supported by solid corporate earnings, enthusiasm for artificial intelligence and semiconductor-related investments, and periods of easing monetary policy as major central banks, including the Federal Reserve, reduced interest rates in late 2025. Despite volatility from shifting U.S. tariff policies and the U.S.-Iran conflict, markets recovered as ceasefire progress reduced energy-price pressures and improved investor sentiment, while fixed income benefited from declining yields, resilient credit markets, and easing geopolitical risks.

  • Compared with the style-specific S&P Target Date 2050 Index, glide path effect contributed to results for the period. Despite bouts of volatility, global equity markets advanced significantly over the year, and the fund’s greater total equity exposure versus the benchmark was beneficial. Additionally, an overweight allocation to emerging markets equities, which strongly outpaced international developed markets, had a positive impact on relative results.

  • Conversely, security selection within some of the underlying portfolios detracted from relative results, including allocations to U.S. large-cap value, core, and growth stocks.

  • The fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The fund invests in a diversified portfolio of other T. Rowe Price stock and bond mutual funds that represent various asset classes and sectors. Its allocation among T. Rowe Price funds will change over time in relation to its target retirement date.

How has the fund performed?

Cumulative Returns of a Hypothetical $10,000 Investment as of May 31, 2026

A line chart as described in the following paragraph. 

R Class 19,447 
Regulatory Benchmark 11,836 
Strategy Benchmark 18,854
Table Summary
R Class
Regulatory Benchmark
Strategy Benchmark
2016
10,000
10,000
10,000
2016
10,351
10,232
10,296
2016
10,236
9,908
10,211
2017
10,712
10,008
10,622
2017
11,029
10,158
10,883
2017
11,280
10,283
11,084
2017
11,597
10,227
11,422
2018
11,665
10,059
11,458
2018
11,657
10,120
11,524
2018
11,886
10,175
11,784
2018
11,476
10,089
11,433
2019
11,826
10,378
11,716
2019
11,912
10,768
11,794
2019
12,380
11,210
12,243
2019
12,752
11,178
12,621
2020
12,588
11,590
12,457
2020
12,551
11,781
12,575
2020
13,622
11,936
13,391
2020
14,158
11,992
13,821
2021
14,747
11,750
14,156
2021
15,418
11,734
14,704
2021
15,833
11,925
15,091
2021
15,606
11,854
14,967
2022
15,093
11,440
14,582
2022
14,292
10,769
13,899
2022
13,755
10,552
13,500
2022
13,897
10,332
13,621
2023
13,886
10,328
13,691
2023
14,095
10,538
13,936
2023
14,537
10,426
14,244
2023
14,647
10,454
14,357
2024
15,524
10,671
15,065
2024
15,873
10,676
15,329
2024
16,557
11,187
16,064
2024
16,892
11,173
16,279
2025
16,923
11,291
16,392
2025
17,016
11,258
16,566
2025
17,805
11,538
17,329
2025
18,340
11,809
17,881
2026
19,038
11,998
18,464
2026
19,447
11,836
18,854

202501-4140694, 202606-5569308

F478-052 7/26

Average Annual Total Returns

Table Summary
 
1 Year
5 Years
10 Years
Retirement 2015 Fund (R Class)
14.28%
4.75%
6.88%
Bloomberg U.S. Aggregate Bond Index (Regulatory Benchmark)
5.13
0.17
1.70
S&P Target Date 2015 Index (Strategy Benchmark)
13.81
5.10
6.55

The preceding line graph shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund’s performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). The fund's total return figures reflect the reinvestment of dividends and capital gains, if any.Neither the fund’s returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares.The fund’s past performance is not a good predictor of the fund’s future performance.Updated performance information can be found at www.troweprice.com.

What are some fund statistics?

Fund Statistics

  • Total Net Assets (000s)$5,167,710
  • Number of Portfolio Holdings32
  • Investment Advisory Fees Paid (000s)$20,837
  • Portfolio Turnover Rate21.1%

What did the fund invest in?

Asset Allocation (as a % of Net Assets)

Table Summary
Domestic Equity Funds
35.9%
Domestic Bond Funds
36.0
International Bond Funds
14.2
International Equity Funds
12.7
Short-Term and Other
1.2

Top Ten Holdings (as a % of Net Assets)

Table Summary
T. Rowe Price New Income Fund
15.4%
T. Rowe Price Limited Duration Inflation Focused Bond Fund
14.7
T. Rowe Price Growth Stock Fund
7.5
T. Rowe Price Value Fund
7.3
T. Rowe Price International Bond Fund (USD Hedged)
5.9
T. Rowe Price Hedged Equity Fund
4.7
T. Rowe Price Equity Index 500 Fund
4.1
T. Rowe Price U.S. Large-Cap Core Fund
4.0
T. Rowe Price Dynamic Global Bond Fund
3.6
T. Rowe Price International Value Equity Fund
3.6

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.

Bloomberg and S&P do not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

Retirement 2015 Fund 

R Class (RRTMX)

T. Rowe Price Investment Services, Inc.

1307 Point Street

Baltimore, Maryland 21231

Image
Image

Annual Shareholder Report

May 31, 2026

Retirement 2015 Fund

I Class (TRUBX)

This annual shareholder report contains important information about Retirement 2015 Fund (the "fund") for the period of June 1, 2025 to May 31, 2026. 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 year? (based on a hypothetical $10,000 investment)

Table Summary
 
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
Retirement 2015 Fund - I Class
$37
0.34%

What drove fund performance during the past 12 months?

  • Global stock indexes and fixed income markets generated strong returns for the 12 months ended May 31, 2026. Equities were supported by solid corporate earnings, enthusiasm for artificial intelligence and semiconductor-related investments, and periods of easing monetary policy as major central banks, including the Federal Reserve, reduced interest rates in late 2025. Despite volatility from shifting U.S. tariff policies and the U.S.-Iran conflict, markets recovered as ceasefire progress reduced energy-price pressures and improved investor sentiment, while fixed income benefited from declining yields, resilient credit markets, and easing geopolitical risks.

  • Compared with the style-specific S&P Target Date 2050 Index, glide path effect contributed to results for the period. Despite bouts of volatility, global equity markets advanced significantly over the year, and the fund’s greater total equity exposure versus the benchmark was beneficial. Additionally, an overweight allocation to emerging markets equities, which strongly outpaced international developed markets, had a positive impact on relative results.

  • Conversely, security selection within some of the underlying portfolios detracted from relative results, including allocations to U.S. large-cap value, core, and growth stocks.

  • The fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The fund invests in a diversified portfolio of other T. Rowe Price stock and bond mutual funds that represent various asset classes and sectors. Its allocation among T. Rowe Price funds will change over time in relation to its target retirement date.

How has the fund performed?

Cumulative Returns of a Hypothetical $500,000 Investment as of May 31, 2026

A line chart as described in the following paragraph. 

I Class 694,370 
Regulatory Benchmark 579,914 
Strategy Benchmark 675,185
Table Summary
I Class
Regulatory Benchmark
Strategy Benchmark
11/13/23
500,000
500,000
500,000
11/30/23
514,768
512,174
514,122
2/29/24
546,084
522,826
539,483
5/31/24
559,447
523,046
548,940
8/31/24
584,390
548,095
575,264
11/30/24
597,307
547,386
582,951
2/28/25
599,283
553,193
587,017
5/31/25
603,928
551,599
593,232
8/31/25
632,731
565,284
620,560
11/30/25
652,707
578,594
640,327
2/28/26
678,622
587,826
661,188
5/31/26
694,370
579,914
675,185

202501-4140694, 202606-5569308

F1564-052 7/26

Average Annual Total Returns

Table Summary
 
1 Year
Since Inception 11/13/23
Retirement 2015 Fund (I Class)
14.98%
13.76%
Bloomberg U.S. Aggregate Bond Index (Regulatory Benchmark)
5.13
6.00
S&P Target Date 2015 Index (Strategy Benchmark)
13.81
12.52

The preceding line graph shows the value of a hypothetical $500,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The fund’s performance information included in the line graph and table above is compared with a regulatory required index that represents an overall securities market (Regulatory Benchmark). In addition, the line graph and table may also include one or more indexes that more closely aligns to the fund's investment strategy (Strategy Benchmark(s)). The fund's total return figures reflect the reinvestment of dividends and capital gains, if any.Neither the fund’s returns nor the index returns reflect the deduction of taxes that a shareholder would pay on fund distributions or redemptions of fund shares.The fund’s past performance is not a good predictor of the fund’s future performance.Updated performance information can be found at www.troweprice.com.

What are some fund statistics?

Fund Statistics

  • Total Net Assets (000s)$5,167,710
  • Number of Portfolio Holdings32
  • Investment Advisory Fees Paid (000s)$20,837
  • Portfolio Turnover Rate21.1%

What did the fund invest in?

Asset Allocation (as a % of Net Assets)

Table Summary
Domestic Equity Funds
35.9%
Domestic Bond Funds
36.0
International Bond Funds
14.2
International Equity Funds
12.7
Short-Term and Other
1.2

Top Ten Holdings (as a % of Net Assets)

Table Summary
T. Rowe Price New Income Fund
15.4%
T. Rowe Price Limited Duration Inflation Focused Bond Fund
14.7
T. Rowe Price Growth Stock Fund
7.5
T. Rowe Price Value Fund
7.3
T. Rowe Price International Bond Fund (USD Hedged)
5.9
T. Rowe Price Hedged Equity Fund
4.7
T. Rowe Price Equity Index 500 Fund
4.1
T. Rowe Price U.S. Large-Cap Core Fund
4.0
T. Rowe Price Dynamic Global Bond Fund
3.6
T. Rowe Price International Value Equity Fund
3.6

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.

Bloomberg and S&P do not accept any liability for any errors or omissions in the indexes or data, and hereby expressly disclaim all warranties of originality, accuracy, completeness, timeliness, merchantability and fitness for a particular purpose. No party may rely on any indexes or data contained in this communication. Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

Retirement 2015 Fund 

I Class (TRUBX)

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.

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

Item 3.  Audit Committee Financial Expert.

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

Item 4.  Principal Accountant Fees and Services.

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

 

     2026              2025       

Audit Fees

     $14,964           $17,174  

Audit-Related Fees

     -           -  

Tax Fees

     -           -  

All Other Fees

     -           -  

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

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

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

 


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

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $1,211,000 and $1,746,000, respectively.

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

(i) Not applicable.

(j) Not applicable.

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
May
31,
2026
Financial
Statements
and
Other
Information
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
TRRGX
Retirement
2015
Fund
PARHX
Retirement
2015
Fund–
.
Advisor Class
RRTMX
Retirement
2015
Fund–
.
R Class
TRUBX
Retirement
2015
Fund–
.
I Class
T.
ROWE
PRICE
Retirement
2015
Fund
Financial
Highlights
2
For
a
share
outstanding
throughout
each
period
Investor
Class
..
Year
..
..
Ended
.
5/31/26
5/31/25
5/31/24
5/31/23
5/31/22
NET
ASSET
VALUE
Beginning
of
period
$
13.01‌
$
12.55‌
$
11.71‌
$
13.27‌
$
15.87‌
Investment
activities
Net
investment
income
(1)(2)
0.40‌
0.37‌
0.31‌
0.35‌
0.27‌
Net
realized
and
unrealized
gain/loss
1.48‌
0.59‌
1.20‌
(0.51‌)
(1.20‌)
Total
from
investment
activities
1.88‌
0.96‌
1.51‌
(0.16‌)
(0.93‌)
Distributions
Net
investment
income
(0.41‌)
(0.35‌)
(0.32‌)
(0.33‌)
(0.27‌)
Net
realized
gain
(0.36‌)
(0.15‌)
(0.35‌)
(1.07‌)
(1.40‌)
Total
distributions
(0.77‌)
(0.50‌)
(0.67‌)
(1.40‌)
(1.67‌)
NET
ASSET
VALUE
End
of
period
$
14.12‌
$
13.01‌
$
12.55‌
$
11.71‌
$
13.27‌
Ratios/Supplemental
Data
Total
return
(2)(3)(4)
14.76‌%
7.80‌%
13.12‌%
(0.86‌)%
(6.79‌)%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
payments
by
Price
Associates
(4)
0.49‌%
0.50‌%
0.50‌%
0.51‌%
0.51‌%
Net
expenses
after
payments
by
Price
Associates
(4)
0.49‌%
0.50‌%
0.50‌%
0.51‌%
0.51‌%
Net
investment
income
(4)
2.93‌%
2.85‌%
2.58‌%
2.85‌%
1.76‌%
Portfolio
turnover
rate
(4)
21.1‌%
14.8‌%
27.8‌%
23.5‌%
28.9‌%
Net
assets,
end
of
period
(in
millions)
$1,810
$1,906
$2,102
$3,704
$4,299
0‌%
0‌%
0‌%
0‌%
0‌%
T.
ROWE
PRICE
Retirement
2015
Fund
Financial
Highlights
3
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
(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.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(4)
Reflects
the
activity
of
the
fund,
and
does
not
include
the
activity
of
the
underlying
Price
Funds.
However,
investment
performance
of
the
fund
is
directly
related
to
the
investment
performance
of
the
underlying
Price
Funds
in
which
it
invests.
T.
ROWE
PRICE
Retirement
2015
Fund
Financial
Highlights
4
For
a
share
outstanding
throughout
each
period
Advisor
Class
..
Year
..
..
Ended
.
5/31/26
5/31/25
5/31/24
5/31/23
5/31/22
NET
ASSET
VALUE
Beginning
of
period
$
12.95‌
$
12.49‌
$
11.66‌
$
13.21‌
$
15.80‌
Investment
activities
Net
investment
income
(1)(2)
0.36‌
0.33‌
0.27‌
0.32‌
0.23‌
Net
realized
and
unrealized
gain/loss
1.47‌
0.60‌
1.19‌
(0.51‌)
(1.20‌)
Total
from
investment
activities
1.83‌
0.93‌
1.46‌
(0.19‌)
(0.97‌)
Distributions
Net
investment
income
(0.37‌)
(0.32‌)
(0.28‌)
(0.29‌)
(0.22‌)
Net
realized
gain
(0.36‌)
(0.15‌)
(0.35‌)
(1.07‌)
(1.40‌)
Total
distributions
(0.73‌)
(0.47‌)
(0.63‌)
(1.36‌)
(1.62‌)
NET
ASSET
VALUE
End
of
period
$
14.05‌
$
12.95‌
$
12.49‌
$
11.66‌
$
13.21‌
Ratios/Supplemental
Data
Total
return
(2)(3)(4)
14.48‌%
7.60‌%
12.77‌%
(1.10‌)%
(7.04‌)%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
payments
by
Price
Associates
(4)
0.74‌%
0.75‌%
0.75‌%
0.76‌%
0.77‌%
Net
expenses
after
payments
by
Price
Associates
(4)
0.74‌%
0.75‌%
0.75‌%
0.76‌%
0.77‌%
Net
investment
income
(4)
2.68‌%
2.57‌%
2.25‌%
2.60‌%
1.52‌%
Portfolio
turnover
rate
(4)
21.1‌%
14.8‌%
27.8‌%
23.5‌%
28.9‌%
Net
assets,
end
of
period
(in
thousands)
$130,996
$135,472
$152,468
$173,770
$227,549
0‌%
0‌%
0‌%
0‌%
0‌%
T.
ROWE
PRICE
Retirement
2015
Fund
Financial
Highlights
5
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
(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.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(4)
Reflects
the
activity
of
the
fund,
and
does
not
include
the
activity
of
the
underlying
Price
Funds.
However,
investment
performance
of
the
fund
is
directly
related
to
the
investment
performance
of
the
underlying
Price
Funds
in
which
it
invests.
T.
ROWE
PRICE
Retirement
2015
Fund
Financial
Highlights
6
For
a
share
outstanding
throughout
each
period
R
Class
..
Year
..
..
Ended
.
5/31/26
5/31/25
5/31/24
5/31/23
5/31/22
NET
ASSET
VALUE
Beginning
of
period
$
12.73‌
$
12.30‌
$
11.48‌
$
13.03‌
$
15.61‌
Investment
activities
Net
investment
income
(1)(2)
0.33‌
0.30‌
0.24‌
0.28‌
0.19‌
Net
realized
and
unrealized
gain/loss
1.45‌
0.57‌
1.18‌
(0.50‌)
(1.19‌)
Total
from
investment
activities
1.78‌
0.87‌
1.42‌
(0.22‌)
(1.00‌)
Distributions
Net
investment
income
(0.34‌)
(0.29‌)
(0.25‌)
(0.26‌)
(0.18‌)
Net
realized
gain
(0.36‌)
(0.15‌)
(0.35‌)
(1.07‌)
(1.40‌)
Total
distributions
(0.70‌)
(0.44‌)
(0.60‌)
(1.33‌)
(1.58‌)
NET
ASSET
VALUE
End
of
period
$
13.81‌
$
12.73‌
$
12.30‌
$
11.48‌
$
13.03‌
Ratios/Supplemental
Data
Total
return
(2)(3)(4)
14.28‌%
7.20‌%
12.61‌%
(1.38‌)%
(7.31‌)%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
payments
by
Price
Associates
(4)
0.99‌%
1.00‌%
1.00‌%
1.01‌%
1.01‌%
Net
expenses
after
payments
by
Price
Associates
(4)
0.99‌%
1.00‌%
1.00‌%
1.01‌%
1.01‌%
Net
investment
income
(4)
2.44‌%
2.35‌%
1.98‌%
2.36‌%
1.27‌%
Portfolio
turnover
rate
(4)
21.1‌%
14.8‌%
27.8‌%
23.5‌%
28.9‌%
Net
assets,
end
of
period
(in
thousands)
$92,974
$98,605
$116,920
$126,491
$151,099
0‌%
0‌%
0‌%
0‌%
0‌%
T.
ROWE
PRICE
Retirement
2015
Fund
Financial
Highlights
7
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
(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.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(4)
Reflects
the
activity
of
the
fund,
and
does
not
include
the
activity
of
the
underlying
Price
Funds.
However,
investment
performance
of
the
fund
is
directly
related
to
the
investment
performance
of
the
underlying
Price
Funds
in
which
it
invests.
T.
ROWE
PRICE
Retirement
2015
Fund
Financial
Highlights
8
For
a
share
outstanding
throughout
each
period
I
Class
(1)
..
Year
..
..
Ended
.
11/13/23
(1)
Through
5/31/24
5/31/26
5/31/25
NET
ASSET
VALUE
Beginning
of
period
$
13.00‌
$
12.56‌
$
11.85‌
Investment
activities
Net
investment
income
(2)(3)
0.42‌
0.39‌
0.12‌
Net
realized
and
unrealized
gain/loss
1.48‌
0.59‌
1.26‌
Total
from
investment
activities
1.90‌
0.98‌
1.38‌
Distributions
Net
investment
income
(0.43‌)
(0.39‌)
(0.32‌)
Net
realized
gain
(0.36‌)
(0.15‌)
(0.35‌)
Total
distributions
(0.79‌)
(0.54‌)
(0.67‌)
NET
ASSET
VALUE
End
of
period
$
14.11‌
$
13.00‌
$
12.56‌
Ratios/Supplemental
Data
Total
return
(3)(4)(5)
14.98‌%
7.95‌%
11.89‌%
Ratios
to
average
net
assets:
(3)
Gross
expenses
before
payments
by
Price
Associates
(5)
0.34‌%
0.35‌%
0.35‌%
(6)
Net
expenses
after
payments
by
Price
Associates
(5)
0.34‌%
0.35‌%
0.35‌%
(6)
Net
investment
income
(5)
3.09‌%
3.01‌%
1.81‌%
(6)
Portfolio
turnover
rate
(5)
21.1‌%
14.8‌%
27.8‌%
Net
assets,
end
of
period
(in
millions)
$3,133
$3,029
$3,090
0‌%
0‌%
0‌%
T.
ROWE
PRICE
Retirement
2015
Fund
Financial
Highlights
9
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
(1)
Inception
date
(2)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(3)
Includes
the
impact
of
expense-related
arrangements
with
Price
Associates.
(4)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
The
fund's
total
return
may
be
higher
or
lower
than
the
investment
results
of
the
individual
underlying
Price
Funds.
(5)
Reflects
the
activity
of
the
fund,
and
does
not
include
the
activity
of
the
underlying
Price
Funds.
However,
investment
performance
of
the
fund
is
directly
related
to
the
investment
performance
of
the
underlying
Price
Funds
in
which
it
invests.
(6)
Annualized
T.
ROWE
PRICE
Retirement
2015
Fund
May
31,
2026
10
Portfolio
of
Investments
(1)
(1)
$
Value
5/31/25
$
Purchase
Cost
$
Sales
Cost
Shares/Par
$
Value
5/31/26
(Cost
and
value
in
$000s)
BOND
FUNDS
50.2%
T.
Rowe
Price
Funds:
New
Income
Fund 
764,584
131,151
108,763
100,440,033‌
795,485‌
Limited
Duration
Inflation
Focused
Bond
Fund 
712,129
154,272
106,399
161,350,126‌
761,573‌
International
Bond
Fund
(USD
Hedged) 
297,092
48,280
39,818
36,002,571‌
306,742‌
Dynamic
Global
Bond
Fund 
173,500
41,067
28,982
24,421,615‌
186,093‌
Emerging
Markets
Bond
Fund 
151,672
29,627
24,042
17,377,777‌
172,214‌
U.S.
Treasury
Long-Term
Index
Fund 
145,428
13,420
43,087
18,309,897‌
128,718‌
High
Yield
Fund 
135,348
10,205
20,855
21,247,606‌
126,423‌
Dynamic
Credit
Fund 
66,131
17,946
9,040
8,562,039‌
73,205‌
Floating
Rate
Fund 
43,751
4,494
6,923
4,488,524‌
40,980‌
Total
Bond
Funds
(Cost
$2,785,642)
2,591,433‌
EQUITY
FUNDS
48.6%
T.
Rowe
Price
Funds:
Growth
Stock
Fund 
342,240
76,170
49,480
3,300,129‌
389,217‌
Value
Fund 
351,135
23,988
40,976
7,055,914‌
378,691‌
Hedged
Equity
Fund 
251,801
16,174
42,848
17,400,245‌
245,169‌
Equity
Index
500
Fund 
239,642
7,855
25,819
1,084,019‌
213,573‌
U.S.
Large-Cap
Core
Fund 
244,743
21,317
68,693
4,401,306‌
207,389‌
International
Value
Equity
Fund 
208,133
7,832
47,341
7,023,976‌
185,222‌
Overseas
Stock
Fund 
184,699
5,920
34,479
9,532,599‌
169,776‌
Real
Assets
Fund 
165,471
8,458
54,634
7,697,016‌
154,941‌
International
Stock
Fund 
157,866
18,156
30,055
6,535,889‌
149,214‌
Emerging
Markets
Discovery
Stock
Fund 
66,316
3,983
20,404
3,386,790‌
77,016‌
Emerging
Markets
Stock
Fund 
58,589
1,507
14,364
1,297,100‌
73,390‌
Mid-Cap
Value
Fund 
78,585
4,744
22,550
1,907,303‌
70,704‌
Mid-Cap
Growth
Fund 
82,810
5,035
19,907
664,368‌
67,088‌
New
Horizons
Fund (2)
34,935
9,608
5,740
727,498‌
44,938‌
Small-Cap
Value
Fund 
50,420
4,736
16,355
730,403‌
43,795‌
Small-Cap
Stock
Fund 
41,537
3,121
6,705
644,283‌
41,421‌
Total
Equity
Funds
(Cost
$1,316,886)
2,511,544‌
OTHER
MUTUAL
FUNDS
0.0%
T.
Rowe
Price
Funds:
Transition
Fund 
505
88,886
88,677
7,293‌
712‌
Total
Other
Mutual
Funds
(Cost
$709)
712‌
T.
ROWE
PRICE
Retirement
2015
Fund
11
$
Value
5/31/25
$
Purchase
Cost
$
Sales
Cost
Shares/Par
$
Value
5/31/26
(Cost
and
value
in
$000s)
SHORT-TERM
INVESTMENTS
1.2%
Money
Market
Funds
 1.1%
T.
Rowe
Price
U.S.
Treasury
Money
Fund,
3.70% (3)
114,971
339,968
395,980
58,958,909‌
58,959‌
U.S.
Treasury
Obligations
 0.1%
U.S.
Treasury
Bills,
3.634%,
8/6/26 (4)
7,000,000‌
6,954‌
Total
Short-Term
Investments
(Cost
$65,913)
65,913‌
Total
Investments
in
Securities
100.0%
of
Net
Assets
(Cost
$4,169,150)
$
5,169,602‌
(1)
Each
underlying
Price
Fund
is
an
affiliated
company;
the
fund
is
invested
in
the Z
Class
of
each
underlying
Price
Fund,
except
for
the
Transition
Fund,
if
held,
which
is
a
single
class
fund.
Additional
information
about
each underlying
Price
Fund
is
available
by
calling
1-877-495-1138
and
at www.troweprice.com.
(2)
Non-income
producing
(3)
Seven-day
yield
(4)
At
May
31,
2026,
all
or
a
portion
of
this
security
is
pledged
as
collateral
and/
or
margin
deposit
to
cover
future
funding
obligations.
T.
ROWE
PRICE
Retirement
2015
Fund
12
FUTURES
CONTRACTS
($000s)
Expiration
Date
Notional
Amount
Value
and
Unrealized
Gain
(Loss)
Short,
147
MSCI
EAFE
Index
contracts
6/26
(22,868)
$
(920‌)
Short,
41
Russell
2000
E-Mini
Index
contracts
6/26
(5,995)
(796‌)
Long,
26
S&P
500
E-Mini
Index
contracts
6/26
9,875
1,331‌
Long,
168
U.S.
Treasury
Notes
five
year
contracts
9/26
18,011
89‌
Net
payments
(receipts)
of
variation
margin
to
date
346‌
Variation
margin
receivable
(payable)
on
open
futures
contracts
$
50‌
T.
ROWE
PRICE
Retirement
2015
Fund
13
AFFILIATED
COMPANIES
($000s)
The
fund
may
invest
in
certain
securities
that
are
considered
affiliated
companies.
As
defined
by
the
1940
Act,
an
affiliated
company
is
one
in
which
the
fund
owns
5%
or
more
of
the
outstanding
voting
securities,
or
a
company
that
is
under
common
ownership
or
control.
The
following
securities
were
considered
affiliated
companies
for
all
or
some
portion
of
the
year
ended
May
31,
2026.
Net
realized
gain
(loss),
investment
income,
and
change
in
net
unrealized
gain/loss
reflect
all
activity
for
the
period
then
ended.
Affiliate
Net
Realized
Gain
(Loss)
Change
in
Net
Unrealized
Gain/Loss
Investment
Income
T.
Rowe
Price
Funds:
Dynamic
Credit
Fund 
$
(74‌)
$
(1,832‌)
$
5,196‌
Dynamic
Global
Bond
Fund 
(1,840‌)
508‌
8,570‌
Emerging
Markets
Bond
Fund 
(2,206‌)
14,957‌
10,568‌
Emerging
Markets
Discovery
Stock
Fund 
4,510‌
27,121‌
3,751‌
Emerging
Markets
Stock
Fund 
3,436‌
27,658‌
1,296‌
Equity
Index
500
Fund 
65,598‌
(8,105‌)
2,814‌
Floating
Rate
Fund 
(152‌)
(342‌)
3,194‌
Growth
Stock
Fund 
61,006‌
20,287‌
389‌
Hedged
Equity
Fund 
20,618‌
20,042‌
3,456‌
High
Yield
Fund 
(985‌)
1,725‌
9,767‌
International
Bond
Fund
(USD
Hedged) 
(2,256‌)
1,188‌
12,027‌
International
Stock
Fund 
16,218‌
3,247‌
4,606‌
International
Value
Equity
Fund 
35,360‌
16,598‌
6,881‌
Limited
Duration
Inflation
Focused
Bond
Fund 
(3,682‌)
1,571‌
34,827‌
Mid-Cap
Growth
Fund 
7,858‌
(850‌)
533‌
Mid-Cap
Value
Fund 
7,321‌
9,925‌
1,512‌
New
Horizons
Fund 
4,328‌
6,135‌
—‌
New
Income
Fund 
(6,244‌)
8,513‌
37,899‌
Overseas
Stock
Fund 
25,377‌
13,636‌
5,305‌
Real
Assets
Fund 
15,538‌
35,646‌
6,387‌
Small-Cap
Stock
Fund 
6,021‌
3,468‌
300‌
Small-Cap
Value
Fund 
8,109‌
4,994‌
646‌
Transition
Fund 
(236‌)
(2‌)
65‌
U.S.
Large-Cap
Core
Fund 
32,630‌
10,022‌
2,419‌
U.S.
Treasury
Long-Term
Index
Fund 
(12,245‌)
12,957‌
5,723‌
Value
Fund 
20,924‌
44,544‌
5,599‌
U.S.
Treasury
Money
Fund,
3.70%
—‌
—‌
4,070‌
Totals
$
304,932‌#
$
273,611‌
$
177,800‌+
T.
ROWE
PRICE
Retirement
2015
Fund
14
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$112,192
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$177,800
of
income
distributions
from
underlying
Price
Funds.
T.
ROWE
PRICE
Retirement
2015
Fund
May
31,
2026
Statement
of
Assets
and
Liabilities
15
($000s,
except
shares
and
per
share
amounts)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Assets
Investments
in
securities,
at
value
(cost
$4,169,150)
$
5,169,602‌
Receivable
for
shares
sold
1,555‌
Receivable
for
investment
securities
sold
1,342‌
Variation
margin
receivable
on
futures
contracts
50‌
Total
assets
5,172,549‌
Liabilities
Payable
for
shares
redeemed
2,890‌
Investment
management
and
administrative
fees
payable
1,875‌
Other
liabilities
74‌
Total
liabilities
4,839‌
NET
ASSETS
$
5,167,710‌
Net
Assets
Consist
of:
Total
distributable
earnings
(loss)
$
1,064,890‌
Paid-in
capital
applicable
to
366,289,893
shares
of
$0.0001
par
value
capital
stock
outstanding;
30,000,000,000
shares
of
the
Corporation
authorized
4,102,820‌
NET
ASSETS
$
5,167,710‌
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$1,810,387;
Shares
outstanding:
128,169,005)
$
14.12‌
Advisor
Class
(Net
assets:
$130,996;
Shares
outstanding:
9,320,948)
$
14.05‌
R
Class
(Net
assets:
$92,974;
Shares
outstanding:
6,732,969)
$
13.81‌
I
Class
(Net
assets:
$3,133,353;
Shares
outstanding:
222,066,971)
$
14.11‌
T.
ROWE
PRICE
Retirement
2015
Fund
Statement
of
Operations
16
($000s)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Year
Ended
5/31/26
Investment
Income
(Loss)
Income
Income
distributions
from
underlying
Price
Funds
$
177,800‌
Interest
349‌
Total
income
178,149‌
Expenses
Investment
management
and
administrative
expense
20,837‌
Rule
12b-1
fees
Advisor
Class
$
331‌
R
Class
479‌
810‌
Total
expenses
21,647‌
Net
investment
income
156,502‌
Realized
and
Unrealized
Gain
/
Loss
Net
realized
gain
(loss)
Sales
of
underlying
Price
Funds
192,740‌
Futures
(15,441‌)
Capital
gain
distributions
from
underlying
Price
Funds
112,192‌
Net
realized
gain
289,491‌
Change
in
net
unrealized
gain
/
loss
Underlying
Price
Funds
273,611‌
Futures
2,287‌
Change
in
net
unrealized
gain
/
loss
275,898‌
Net
realized
and
unrealized
gain
/
loss
565,389‌
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
721,891‌
T.
ROWE
PRICE
Retirement
2015
Fund
Statement
of
Changes
in
Net
Assets
17
($000s)
Year
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Ended
.
.
.
.
.
.
.
.
.
.
.
.
.
.
5/31/26
5/31/25
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
156,502‌
$
156,685‌
Net
realized
gain
289,491‌
145,572‌
Change
in
net
unrealized
gain
/
loss
275,898‌
106,043‌
Increase
in
net
assets
from
operations
721,891‌
408,300‌
Distributions
to
shareholders
Net
earnings
Investor
Class
(100,583‌)
(76,778‌)
Advisor
Class
(6,902‌)
(4,991‌)
R
Class
(4,897‌)
(3,741‌)
I
Class
(174,570‌)
(126,906‌)
Decrease
in
net
assets
from
distributions
(286,952‌)
(212,416‌)
Capital
share
transactions
*
Shares
sold
Investor
Class
125,859‌
143,420‌
Advisor
Class
30,765‌
42,991‌
R
Class
10,052‌
9,617‌
I
Class
266,669‌
285,882‌
Distributions
reinvested
Investor
Class
99,370‌
75,842‌
Advisor
Class
6,876‌
4,951‌
R
Class
4,897‌
3,741‌
I
Class
172,970‌
125,581‌
Shares
redeemed
Investor
Class
(478,781‌)
(491,926‌)
Advisor
Class
(53,216‌)
(70,611‌)
R
Class
(28,558‌)
(35,884‌)
I
Class
(593,044‌)
(581,555‌)
Decrease
in
net
assets
from
capital
share
transactions
(436,141‌)
(487,951‌)
T.
ROWE
PRICE
Retirement
2015
Fund
Statement
of
Changes
in
Net
Assets
18
($000s)
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Year
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Ended
.
.
.
.
.
.
.
.
.
.
.
.
.
.
5/31/26
5/31/25
Net
Assets
Decrease
during
period
(1,202‌)
(292,067‌)
Beginning
of
period
5,168,912‌
5,460,979‌
End
of
period
$
5,167,710‌
$
5,168,912‌
*Share
information
(000s)
Shares
sold
Investor
Class
9,277‌
11,124‌
Advisor
Class
2,265‌
3,350‌
R
Class
754‌
761‌
I
Class
19,554‌
22,131‌
Distributions
reinvested
Investor
Class
7,471‌
6,019‌
Advisor
Class
519‌
394‌
R
Class
376‌
303‌
I
Class
13,035‌
9,983‌
Shares
redeemed
Investor
Class
(35,091‌)
(38,136‌)
Advisor
Class
(3,925‌)
(5,485‌)
R
Class
(2,140‌)
(2,830‌)
I
Class
(43,494‌)
(45,192‌)
Decrease
in
shares
outstanding
(31,399‌)
(37,578‌)
T.
ROWE
PRICE
Retirement
2015
Fund
NOTES
TO
FINANCIAL
STATEMENTS
19
T.
Rowe
Price
Retirement
Funds,
Inc.
(the
corporation)
is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act). T.
Rowe
Price Retirement
2015
Fund
(the
fund)
is
a
diversified,
open-end
management
investment
company
and
is
one
of
the
portfolios
established
by
the
corporation. The
fund
invests
in
a
portfolio
of
other
T.
Rowe
Price
stock
and
bond
funds
(underlying
Price
Funds)
that
represent
various
asset
classes
and
sectors. The
fund’s
allocation
among
underlying
Price
Funds
will
change,
and
its
asset
mix
will
become
more
conservative
over
time.
The
fund
seeks
the
highest
total
return
over
time
consistent
with
an
emphasis
on
both
capital
growth
and
income. 
The
fund
has
four classes
of
shares:
the Retirement
2015
Fund
(Investor
Class),
Retirement
2015
Fund–Advisor
Class
(Advisor
Class),
Retirement
2015
Fund–R
Class
(R
Class)
and
Retirement
2015
Fund–I
Class
(I
Class).
Advisor
Class
shares
are
sold
only
through
various
brokers
and
other
financial
intermediaries,
and
R
Class
shares
are
available
through
financial
intermediaries
for
employer-sponsored
defined
contribution
retirement
plans
and
certain
other
retirement
accounts.
The
Advisor
Class
and
R
Class
each
operate
under
separate
Board-approved
Rule
12b-1
plans,
pursuant
to
which
each
class
compensates
financial
intermediaries
for
distribution,
shareholder
servicing,
and/or
certain
administrative
services;
the
Investor
and
I
Classes
do
not
pay
Rule
12b-1
fees.
I
Class
shares
require
a
$500,000
initial
investment
minimum,
although
the
minimum
generally
is
waived
or
reduced
for
financial
intermediaries,
eligible
retirement
plans,
and
certain
other
accounts. Each
class
has
exclusive
voting
rights
on
matters
related
solely
to
that
class;
separate
voting
rights
on
matters
that
relate
to
all
classes;
and,
in
all
other
respects,
the
same
rights
and
obligations
as
the
other
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
Accounting
Standards
Codification
Topic
946
(ASC
946).
The
accompanying
financial
statements
were
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(GAAP),
including,
but
not
limited
to,
ASC
946.
GAAP
requires
the
use
of
estimates
made
by
management.
Management
believes
that
estimates
and
valuations
of
the
underlying
Price
T.
ROWE
PRICE
Retirement
2015
Fund
20
Funds
are
appropriate;
however,
actual
results
may
differ
from
those
estimates,
and
the
valuations
reflected
in
the
accompanying
financial
statements
may
differ
from
the
value
ultimately
realized
upon
sale
of
the
underlying
Price
Funds.
Investment
Transactions,
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. Dividends
received
from
underlying
Price
Fund
investments
are
reflected
as income;
capital
gain
distributions
are
reflected
as
realized
gain/loss.
Income
and
capital
gain
distributions
from
the
underlying
Price
Funds
are
recorded
on
the
ex-dividend
date.
Distributions
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.
Class
Accounting
 Investment
management
and
administrative
expenses
incurred
by
each
class
are
charged
directly
to
the
class
to
which
they
relate.
Expenses
common
to
all
classes,
investment
income,
and
realized
and
unrealized
gains
and
losses
are
allocated
to
the
classes
based
upon
the
relative
daily
net
assets
of
each
class.
The
Advisor
Class
and
R
Class
each
pay
Rule
12b-1
fees
in
an
amount
not
exceeding
0.25%
and
0.50%,
respectively,
of
the
class’s
average
daily
net
assets.
In-Kind
Redemptions
 In
accordance
with
guidelines
described
in
the
fund’s
prospectus,
the
fund
may
distribute
shares
of
the
underlying
Price
Funds
rather
than
cash
as
payment
for
a
redemption
of
fund
shares
(in-kind
redemption).
For
financial
reporting
purposes,
the
fund
recognizes
a
gain
on
in-kind
redemptions
to
the
extent
the
value
of
the
distributed
shares
of
the
underlying
Price
Funds
on
the
date
of
redemption
exceeds
the
cost
of
those
shares.
Gains
and
losses
realized
on
in-kind
redemptions
are
not
recognized
for
tax
purposes
and
are
reclassified
from
undistributed
realized
gain
(loss)
to
paid-in
capital.
During
the
year ended
May
31,
2026,
the
fund
realized
$14,731,000 of
net
gain
on
$49,462,000
of
in-kind
redemptions.
Capital
Transactions
 Each
investor’s
interest
in
the
net
assets
of the
fund
is
represented
by
fund
shares. The
fund’s
net
asset
value
(NAV)
per
share
is
computed
at
the
close
of
the
New
York
Stock
Exchange
(NYSE),
normally
4
p.m.
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
T.
ROWE
PRICE
Retirement
2015
Fund
21
may
be
permitted
by
the
SEC.
Purchases
and
redemptions
of
fund
shares
are
transacted
at
the
next-computed
NAV
per
share,
after
receipt
of
the
transaction
order
by
T.
Rowe
Price
Associates,
Inc.,
or
its
agents.
Indemnification
 In
the
normal
course
of
business,
the fund
may
provide
indemnification
in
connection
with
its
officers
and
directors,
service
providers
and/or
private
company
investments. The
fund’s
maximum
exposure
under
these
arrangements
is
unknown;
however,
the
risk
of
material
loss
is
currently
considered
to
be
remote.
NOTE
2
-
VALUATION 
The fund’s
financial
instruments
are
valued
at
the
close
of
the
NYSE
and
are
reported
at
fair
value,
which
GAAP
defines
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date.
Investments
in
the
underlying
Price
Funds
are
valued
at
their
closing
NAV
per
share
on
the
day
of
valuation.
Debt
securities
are
generally
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
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.
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. 
The
fund’s
Board
of
Directors
(the
Board) has
designated
T.
Rowe
Price
Associates,
Inc.
as
the fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation
risks;
establishes
and
applies
fair
value
methodologies;
tests
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee.
The
Valuation Designee
provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
T.
ROWE
PRICE
Retirement
2015
Fund
22
Level
1 – quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
Level
2 – inputs
other
than
Level
1
quoted
prices
that
are
observable,
either
directly
or
indirectly
(including,
but
not
limited
to,
quoted
prices
for
similar
financial
instruments
in
active
markets,
quoted
prices
for
identical
or
similar
financial
instruments
in
inactive
markets,
interest
rates
and
yield
curves,
implied
volatilities,
and
credit
spreads)
Level
3 – unobservable
inputs
(including
the
Valuation Designee’s
assumptions
in
determining
fair
value)
Observable
inputs
are
developed
using
market
data,
such
as
publicly
available
information
about
actual
events
or
transactions,
and
reflect
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
Unobservable
inputs
are
those
for
which
market
data
are
not
available
and
are
developed
using
the
best
information
available
about
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
GAAP
requires
valuation
techniques
to
maximize
the
use
of
relevant
observable
inputs
and
minimize
the
use
of
unobservable
inputs.
When
multiple
inputs
are
used
to
derive
fair
value,
the
financial
instrument
is
assigned
to
the
level
within
the
fair
value
hierarchy
based
on
the
lowest-level
input
that
is
significant
to
the
fair
value
of
the
financial
instrument.
Input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level
but
rather
the
degree
of
judgment
used
in
determining
those
values.
The
following
table
summarizes
the
fund’s
financial
instruments,
based
on
the
inputs
used
to
determine
their
fair
values
on
May
31,
2026
(for
further
detail
by
category,
please
refer
to
the
accompanying
Portfolio
of
Investments):
T.
ROWE
PRICE
Retirement
2015
Fund
23
NOTE
3
-
DERIVATIVE
INSTRUMENTS 
The fund
may
use
derivatives
in
an
effort
to
manage
cash
flows
efficiently,
remain
fully
invested,
or
facilitate
asset
allocation
and
rebalancing.
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
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. 
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.
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Bond
Funds
$
2,591,433‌
$
—‌
$
—‌
$
2,591,433‌
Equity
Funds
2,511,544‌
—‌
—‌
2,511,544‌
Other
Mutual
Funds
712‌
—‌
—‌
712‌
Short-Term
Investments
58,959‌
6,954‌
—‌
65,913‌
Total
Securities
5,162,648‌
6,954‌
—‌
5,169,602‌
Futures
Contracts*
1,420‌
—‌
—‌
1,420‌
Total
$
5,164,068‌
$
6,954‌
$
—‌
$
5,171,022‌
Liabilities
Futures
Contracts*
$
1,716‌
$
—‌
$
—‌
$
1,716‌
*
The
fair
value
presented
includes
cumulative
gain
(loss)
on
open
futures
contracts;
however,
the
net
value
reflected
on
the
accompanying
Portfolio
of
Investments
is
only
the
unsettled
variation
margin
receivable
(payable)
at
that
date.
T.
ROWE
PRICE
Retirement
2015
Fund
24
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
May
31,
2026,
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
year ended
May
31,
2026,
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*
Assets
Interest
rate
derivatives
Futures
$
89‌
Equity
derivatives
Futures
1,331‌
*
Total
$
1,420‌
*
Liabilities
Equity
derivatives
Futures
$
1,716‌
Total
$
1,716‌
*
The
fair
value
presented
includes
cumulative
gain
(loss)
on
open
futures
contracts;
however,
the
value
reflected
on
the
accompanying
Statement
of
Assets
and
Liabilities
is
only
the
unsettled
variation
margin
receivable
(payable)
at
that
date.
($000s)                                              
Location
of
Gain
(Loss)
on
Statement
of
Operations
Futures
Realized
Gain
(Loss)
Interest
rate
derivatives
$
(291‌)
Equity
derivatives
(15,150‌)
Total
$
(15,441‌)
T.
ROWE
PRICE
Retirement
2015
Fund
25
Counterparty
Risk
and
Collateral
 The fund
invests in
exchange-traded and/
or
centrally
cleared
derivative
contracts,
such
as
futures
and
centrally
cleared
swaps.
Counterparty
risk
on
such
derivatives
is
minimal
because
the
clearinghouse
provides
protection
against
counterparty
defaults.
For
futures
and
centrally
cleared
swaps,
the fund
is required
to
deposit
collateral
in
an
amount
specified
by
the
clearinghouse
and
the
clearing
firm
(margin
requirement)
and
the
margin
requirement
must
be
maintained
over
the
life
of
the
contract.
Each
clearinghouse
and
clearing
firm,
in
its
sole
discretion,
may
adjust
the
margin
requirements
applicable
to
the
fund. 
Collateral
may
be
in
the
form
of
cash
or
debt
securities
issued
by
the
U.S.
government
or
related
agencies.
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.
While
typically
not
sold
in
the
same
manner
as
equity
or
fixed
income
securities,
exchange-traded
or
centrally
cleared
derivatives
may
be
closed
out
only
on
the
exchange
or
clearinghouse
where
the
contracts
were
cleared.
This
ability
is
subject
to
the
liquidity
of
underlying
positions.
 As
of
May
31,
2026,
securities
valued
at $1,318,000
had
been
posted
by
the
fund
for
exchange-traded
and/or
centrally
cleared
derivatives.
Futures
Contracts
 The
fund
is
subject
to interest
rate
risk
and
equity
price
risk in
the
normal
course
of
pursuing
its
investment
objectives
and
uses
futures
contracts
to
help
manage
such
risks.
The
fund
may
enter
into
futures
contracts
to
manage
exposure
to
interest
rate
and
yield
curve
movements,
security
prices,
foreign
currencies,
credit
quality,
and
mortgage
prepayments;
as
an
efficient
means
of
adjusting
exposure
to
all
or
part
of
a
target
market;
to
enhance
income;
as
a
cash
management
tool;
or
to
adjust
portfolio
duration
and
credit
exposure.
A
futures
contract
provides
for
the
future
sale
by
one
party
and
purchase
by
another
of
a
specified
amount
of
a
specific
underlying
($000s)                                              
Location
of
Gain
(Loss)
on
Statement
of
Operations
Futures
Change
in
Unrealized
Gain
(Loss)
Interest
rate
derivatives
$
89‌
Equity
derivatives
2,198‌
Total
$
2,287‌
T.
ROWE
PRICE
Retirement
2015
Fund
26
financial
instrument
at
an
agreed-upon
price,
date,
time,
and
place.
The
fund
currently invests
only
in
exchange-traded
futures,
which
generally
are
standardized
as
to
maturity
date,
underlying
financial
instrument,
and
other
contract
terms.
Payments
are
made
or
received
by
the
fund
each
day
to
settle
daily
fluctuations
in
the
value
of
the
contract
(variation
margin),
which
reflect
changes
in
the
value
of
the
underlying
financial
instrument.
Variation
margin
is
recorded
as
unrealized
gain
or
loss
until
the
contract
is
closed.
The
value
of
a
futures
contract
included
in
net
assets
is
the
amount
of
unsettled
variation
margin;
net
variation
margin
receivable
is
reflected
as
an
asset
and
net
variation
margin
payable
is
reflected
as
a
liability
on
the
accompanying
Statement
of
Assets
and
Liabilities.
When
a
contract
is
closed,
a
realized
gain
or
loss
is
recorded
on
the
accompanying
Statement
of
Operations.
Risks
related
to
the
use
of
futures
contracts
include
possible
illiquidity
of
the
futures
markets,
contract
prices
that
can
be
highly
volatile
and
imperfectly
correlated
to
movements
in
hedged
security
values
and/or
interest
rates,
and
potential
losses
in
excess
of
the
fund’s
initial
investment.
During
the
year ended
May
31,
2026,
the
volume
of
the
fund’s
activity
in
futures,
based
on
underlying
notional
amounts,
was
generally
between
0%
and
2%
of
net
assets.
NOTE
4
-
INVESTMENTS
IN
UNDERLYING
PRICE
FUNDS
Purchases
and
sales
of
the
underlying
Price
Funds
other
than
in-kind
transactions,
if
any, aggregated $1,097,920,000
and
$1,513,615,000,
respectively
for
the year
ended
May
31,
2026.
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.
The
fund
files
U.S.
federal,
state,
and
local
tax
returns
as
required.
The
fund’s
tax
returns
are
subject
to
examination
by
the
relevant
tax
authorities
until
expiration
of
the
applicable
statute
of
limitations,
which
is
generally
three
years
T.
ROWE
PRICE
Retirement
2015
Fund
27
after
the
filing
of
the
tax
return
but
which
can
be
extended
to
six
years
in
certain
circumstances.
Tax
returns
for
open
years
have
incorporated
no
uncertain
tax
positions
that
require
a
provision
for
income
taxes.
Capital
accounts
within
the
financial
reporting
records
are
adjusted
for
permanent
book/tax
differences
to
reflect
tax
character
but
are
not
adjusted
for
temporary
differences.
The
permanent
book/tax
adjustments,
if
any,
have
no
impact
on
results
of
operations
or
net
assets.
The
permanent
book/tax
adjustments
relate
primarily
to
redemptions
in
kind,
deemed
distributions
on
shareholder
redemptions
and
the
character
of
distributions
from
the
underlying
Price
Funds.
The
tax
character
of
distributions
paid
for
the
periods
presented
was
as
follows:
At
May
31,
2026,
the
tax-basis
cost
of
investments
(including
derivatives,
if
any)
and
gross
unrealized
appreciation
and
depreciation
were as
follows:
($000s)
May
31,
2026
May
31,
2025
Ordinary
income
(including
short-term
capital
gains,
if
any)
$
154,901‌
$
153,107‌
Long-term
capital
gain
132,051‌
59,309‌
Total
distributions
$
286,952‌
$
212,416‌
($000s)
Cost
of
investments
$
4,319,295‌
Unrealized
appreciation
$
1,195,710‌
Unrealized
depreciation
(345,403‌)
Net
unrealized
appreciation
(depreciation)
$
850,307‌
T.
ROWE
PRICE
Retirement
2015
Fund
28
At
May
31,
2026,
the
tax-basis
components
of
accumulated
net
earnings
(loss)
were
as
follows:
Temporary
differences
between
book-basis
and
tax-basis
components
of
total
distributable
earnings
(loss)
arise
when
certain
items
of
income,
gain,
or
loss
are
recognized
in
different
periods
for
financial
statement
purposes
versus
for
tax
purposes;
these
differences
will
reverse
in
a
subsequent
reporting
period. The
temporary
differences
relate
primarily
to
the
deferral
of
losses
from
wash
sales.
The
loss
carryforwards
and
deferrals
primarily
relate
to
straddle
deferrals.
NOTE
6
-
RELATED
PARTY
TRANSACTIONS
The
fund
is
managed
by
T.
Rowe
Price
Associates,
Inc.
(Price
Associates),
a
wholly
owned
subsidiary
of
T.
Rowe
Price
Group,
Inc.
Price
Associates,
directly
or
through
sub-advisory
agreements
with
its
wholly
owned
subsidiaries,
also
provides
investment
management
services
to
all
the
underlying
Price
Funds.
Certain
officers
and
directors
of
the
fund
are
also
officers
and
directors
of
Price
Associates
and
its
subsidiaries
and
the
underlying
Price
Funds. 
The
fund
operates
in
accordance
with
an
amended
investment
management
agreement
(amended
management
agreement),
between
the
corporation,
on
behalf
of
the
fund,
and
Price
Associates.
Under
the
amended
management
agreement, the
fund
pays
an
annual
all-inclusive fee
that
is
based
on
a
predetermined
fee
schedule
that
ranges
from
0.64%
to
0.49%
for
the
Investor
Class,
Advisor
Class,
and
R
Class
and
0.46%
to
0.34%
for
the
I
Class,
generally
declining
as
the
fund
reduces
its
overall
stock
exposure
along
its
investment
glide
path.
The
annual
all-inclusive fee
covers
investment
management
services
and
all
of
the
fund’s
operating
expenses
except
for
interest
expense;
expenses
related
to
borrowings,
taxes,
and
brokerage;
($000s)
Undistributed
ordinary
income
$
32,274‌
Undistributed
long-term
capital
gain
203,019‌
Net
unrealized
appreciation
(depreciation)
850,307‌
Loss
carryforwards
and
deferrals
(20,710‌)
Total
distributable
earnings
(loss)
$
1,064,890‌
T.
ROWE
PRICE
Retirement
2015
Fund
29
nonrecurring,
extraordinary
expenses;
acquired
fund
fees
and
expenses;
and
any
12b-1
fees
applicable
to
a
class.
Differences
in
the
annual
all-inclusive
fees
between
certain
classes
relate
to
differences
in
expected
shareholder
servicing
expenses.
At
May
31,
2026,
the
effective
annual
all-inclusive
fee
rate
was
0.49%
for
the
Investor
Class,
Advisor
Class,
and
R
Class
and
0.34%
for
the
I
Class.
In
addition,
the fund
has entered
into
service
agreements
with
Price
Associates
and
two
wholly
owned
subsidiaries
of
Price
Associates,
each
an
affiliate
of
the
fund
(collectively,
Price).
Price
Associates
provides
certain
accounting
and
administrative
services
to
the
fund.
T.
Rowe
Price
Services,
Inc.
provides
shareholder
and
administrative
services
in
its
capacity
as
the
fund’s
transfer
and
dividend-disbursing
agent.
T.
Rowe
Price
Retirement
Plan
Services,
Inc.
provides
subaccounting
and
recordkeeping
services
for
certain
retirement
accounts
invested
in
the
fund.
Pursuant
to
the
annual
all-inclusive
fee
arrangement
under
the
investment
management agreement,
expenses
incurred
by
the
fund
pursuant
to
these
service
agreements
are
paid
by
Price
Associates.
T.
Rowe
Price
Investment
Services,
Inc.
(Investment
Services)
serves
as
distributor
to
the
fund.
Pursuant
to
an
underwriting
agreement,
no
compensation
for
any
distribution
services
provided
is
paid
to
Investment
Services
by
the
fund
(except
for
12b-1
fees
under
a
Board-approved
Rule
12b-1
plan).
The
fund
may
invest
in
the
T.
Rowe
Price
Transition
Fund
(Transition
Fund)
to
facilitate
the fund’s
transition
between
the
various
underlying
Price
Funds
as
the
fund
rebalances
its
allocation
to
the
underlying
Price
Funds.
There
is
no
specific
neutral
allocation
to
the
Transition
Fund.
In
addition,
the
fund
may
also
maintain
a
small
position
in
the
Transition
Fund
when
it
is
not
actively
involved
in
a
transition. 
The
fund
does
not
invest
in
the
underlying
Price
Funds
for
the
purpose
of
exercising
management
or
control;
however,
investments
by
the
fund
may
represent
a
significant
portion
of
an
underlying
Price
Fund’s
net
assets.
At
May
31,
2026,
the
fund
held
less
than
25%
of
the
outstanding
shares
of
any
underlying
Price
Fund. 
T.
ROWE
PRICE
Retirement
2015
Fund
30
NOTE
7
-
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 Group
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.
NOTE
8
-
OTHER
MATTERS
Unpredictable environmental,
political,
social
and
economic
events,
including
but
not
limited
to,
environmental
or
natural
disasters,
war
and
conflict,
terrorism,
geopolitical
and
regulatory
developments
(including
trading
and
tariff
arrangements),
and
public
health
epidemics
or
threats,
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
a
fund
invests.
The
extent
and
duration
of
such
events
and
resulting
market
disruptions
cannot
be
predicted.
These
and
other
similar
events
may
cause
instability
across
global
markets,
including
reduced
liquidity
and
disruptions
in
trading
markets,
while
some
events
may
affect
certain
geographic
regions,
countries,
sectors,
and
industries
more
significantly
than
others,
and
exacerbate
other
pre-existing
political,
social,
and
economic
risks.
The
fund’s
performance
could
be
negatively
impacted
if
the
value
of
a
portfolio
holding
were
harmed
by
these
or
such
events. 
T.
ROWE
PRICE
Retirement
2015
Fund
31
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
To
the
Board
of
Directors
of
T.
Rowe
Price
Retirement
Funds,
Inc.
and
Shareholders
of
T.
Rowe
Price
Retirement
2015
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities,
including
the
portfolio
of
investments,
of
T.
Rowe
Price
Retirement
2015
Fund
(one
of
the
funds
constituting
T.
Rowe
Price
Retirement
Funds,
Inc.,
referred
to
hereafter
as
the
"Fund")
as
of
May
31,
2026,
the
related
statement
of
operations
for
the
year
ended
May
31,
2026,
the
statement
of
changes
in
net
assets
for
each
of
the
two
years
in
the
period
ended
May
31,
2026,
including
the
related
notes,
and
the
financial
highlights
for
each
of
the
periods
indicated
therein
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
May
31,
2026,
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
two
years
in
the
period
ended
May
31,
2026
and
the
financial
highlights
for
each
of
the
periods
indicated
therein,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund’s
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(PCAOB)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
of
these
financial
statements
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
T.
ROWE
PRICE
Retirement
2015
Fund
32
Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
May
31,
2026
by
correspondence
with
the
custodian,
transfer
agent
and
brokers;
when
replies
were
not
received
from
brokers,
we
performed
other
auditing
procedures.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
/s/
PricewaterhouseCoopers
LLP
Baltimore,
Maryland
July
17,
2026
We
have
served
as
the
auditor
of
one
or
more
investment
companies
in
the
T.
Rowe
Price
group
of
investment
companies
since
1973.
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
(continued)
T.
ROWE
PRICE
Retirement
2015
Fund
33
TAX
INFORMATION
(UNAUDITED)
FOR
THE
TAX
YEAR
ENDED 5/31/26
We
are
providing
this
information
as
required
by
the
Internal
Revenue
Code.
The
amounts
shown
may
differ
from
those
elsewhere
in
this
report
because
of
differences
between
tax
and
financial
reporting
requirements.
The
fund’s
distributions
to
shareholders
included
$156,964,000
from
long-term
capital
gains,
subject
to
a
long-term
capital
gains
tax
rate
of
not
greater
than
20%.
For
taxable
non-corporate
shareholders,
$34,466,000
of
the
fund's
income
represents
qualified
dividend
income
subject
to
a
long-term
capital
gains
tax
rate
of
not
greater
than
20%.
For
corporate
shareholders,
$15,788,000
of
the
fund's
income
qualifies
for
the
dividends-received
deduction.
The
fund
will
pass
through
foreign
source
income
of
$15,649,000
and
foreign
taxes
paid
of
$1,058,000.
For
individuals
and
certain
trusts
and
estates
which
are
entitled
to
claim
a
deduction
of
up
to
20%
of
their
combined
qualified
real
estate
investment
trust
(REIT)
dividends,
$1,673,000
of
the
fund's
income
qualifies
as
qualified
real
estate
investment
trust
(REIT)
dividends.
T.
ROWE
PRICE
Retirement
2015
Fund
34
Approvals
of
Investment
Management
Agreements
Each
year,
Board
of
Directors
(Board)
of
the
T.
Rowe
Price
Retirement
Funds
considers
the
continuation
of
the
investment
management
agreement
(Advisory
Contract)
between
each
T.
Rowe
Price
Retirement
Fund
and
its
investment
adviser,
T.
Rowe
Price
Associates,
Inc.
(Adviser).
In
that
regard,
at
a
meeting
held
on
March
11-12,
2026
(Meeting),
the
Board,
including
all
of
the
fund’s
independent
directors
who
were
present
in
person
at
the
Meeting,
approved
the
continuation
of
the
funds’
Advisory
Contracts.
At
the
Meeting,
the
Board
considered
the
factors
and
reached
the
conclusions
described
below
relating
to
the
selection
of
the
Adviser
and
the
approval
of
the
Advisory
Contracts.
The
independent
directors
were
assisted
in
their
evaluation
of
the
Advisory
Contracts
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
Contracts,
the
Board
considered
the
information
it
believed
was
relevant,
including,
but
not
limited
to,
the
information
discussed
below.
The
Board
considered
not
only
the
specific
information
presented
in
connection
with
the
Meeting
but
also
the
knowledge
gained
over
time
through
interaction
with
the
Adviser
about
various
topics
and
information
provided
to
it
by
the
Adviser.
The
Board
meets
regularly
and,
at
each
of
its
meetings,
covers
an
extensive
agenda
of
topics
and
materials
and
considers
factors
that
are
relevant
to
its
annual
consideration
of
the
renewal
of
the
T.
Rowe
Price
funds’
advisory
contracts,
including
performance
and
the
services
and
support
provided
to
the
funds
and
their
shareholders.
Services
Provided
by
the
Adviser
The Board
considered
the
nature,
quality,
and
extent
of
the
services
provided
to
the
fund
by
the
Adviser.
These
services
include,
but
are
not
limited
to,
directing
the
fund’s
investments
in
accordance
with
its
investment
program
and
the
overall
management
of
the
fund’s
portfolio,
as
well
as
a
variety
of
related
activities
such
as
financial,
investment
operations,
and
administrative
services;
compliance
and
infrastructure,
as
well
as
compliance
with
new
and
evolving
regulatory
requirements
(e.g.,
derivatives
and
liquidity
risk
management);
maintaining
the
fund’s
records
and
registrations;
and
shareholder
communications.
The
Board
also
reviewed
the
background
and
experience
of
the
Adviser’s
senior
management
team
and
investment
personnel
involved
in
the
management
of
the
fund,
as
well
as
the
Adviser’s
compliance
record.
The
Board
concluded
that
the
information
it
considered
with
respect
to
the
nature,
quality,
and
extent
of
the
services
provided
by
the
Adviser,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contracts.
T.
ROWE
PRICE
Retirement
2015
Fund
35
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
each
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
(as
applicable)
peer
groups
of
funds
with
similar
investment
programs
for
various
periods
through
December
31,
2025.
Additionally,
the
Board
reviewed
each
fund’s
relative
performance
information
as
of
September
30,
2025,
which
ranked
the
returns
of
each
fund’s
Investor
Class
for
various
periods
against
a
universe
of
funds
with
similar
investment
programs
selected
by
Broadridge,
an
independent
provider
of
investment
company
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
each
fund’s
performance.
The
Board
also
considered
relevant
factors,
such
as
overall
market
conditions
and
trends
that
could
adversely
impact
each
fund’s
performance,
length
of
each
fund’s
performance
track
record,
and
how
closely
each
fund’s
strategies
align
with
its
benchmarks
and
peer
groups.
The
Board
concluded
that
the
information
it
considered
with
respect
to
each
fund’s
performance,
as
well
as
the
other
factors
considered
at
the
Meeting,
supported
the
Board’s
approval
of
the
continuation
of
the
Advisory
Contracts. 
Costs,
Benefits,
Profits,
and
Economies
of
Scale
The
Board
reviewed
detailed
information
regarding
the
revenues
received
by
the
Adviser
under
the
Advisory
Contract
and
other
direct
and
indirect
benefits
that
the
Adviser
(and
its
affiliates)
may
have
realized
from
its
relationship
with
the
fund.
In
considering
soft-dollar
arrangements,
the
Board
noted
that
the
Adviser
may
use
brokerage
commissions
in
connection
with
certain
T.
Rowe
Price
funds’
securities
transactions
to
pay
for
research
when
permissible,
and
the
Board
considered
that
the
Adviser
may
receive
some
benefit
from
soft-dollar
arrangements
pursuant
to
which
research
is
received
from
broker-dealers
that
execute
the
applicable
fund’s
portfolio
transactions.
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
each
fund
in
particular
(except
for
the
Retirement
2070
Fund),
and
the
Board
concluded
that
the
Adviser’s
profits
were
reasonable
in
light
of
the
services
provided
to
the
fund.
While
the
Board
did
not
Approvals
of
Investment
Management
Agreements
(CONTINUED)
T.
ROWE
PRICE
Retirement
2015
Fund
36
review
information
regarding
profits
realized
from
managing
the
Retirement
2070
Fund
in
particular
because
the
fund
had
either
not
achieved
sufficient
portfolio
asset
size
or
the
Adviser
had
not
recognized
sufficient
revenues
to
produce
meaningful
profit
margin
percentages,
the
Board
concluded
that
the
Adviser’s
profits
were
reasonable
in
light
of
the
services
provided
to
the
T.
Rowe
Price
funds. 
The Board
also
considered
whether
the
fund
benefits
under
the
fee
levels
set
forth
in
the
Advisory
Contracts
or
otherwise
from
any
economies
of
scale
potentially
realized
by
the
Adviser.
Under
each
fund’s
Advisory
Contract,
the
fund
pays
the
Adviser
an
all-inclusive
fee,
which
is
based
on
the
fund’s
average
daily
net
assets.
The
all-inclusive
fee
includes
investment
management
services
and
provides
for
the
Adviser
to
pay
all
of
the
fund’s
ordinary,
recurring
operating
expenses
except
for
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
nonrecurring,
extraordinary
expenses;
any
acquired
fund
fees
and
expenses;
and
any
12b-1
fees
applicable
to
a
class.
In
accordance
with
a
predetermined
contractual
fee
schedule,
the
all-inclusive
fee
rate
for
the
T.
Rowe
Price
Retirement
Funds
(other
than
the
T.
Rowe
Price
Retirement
Balanced
Fund)
generally
starts
to
decline
around
the
time
a
fund
begins
reducing
its
overall
stock
exposure
and
then
continues
to
decline
over
time
as
a
fund
nears
and
then
passes
its
predetermined
target
date.
The
Adviser
has
generally
implemented
an
all-inclusive
management
fee
structure
in
situations
where
a
fixed
total
expense
ratio
is
useful
for
purposes
of
providing
certainty
of
fees
and
expenses
for
the
investors
in
these
funds
and
historically
has
sought
to
set
the
all-inclusive
fee
rate
at
levels
below
the
expense
ratios
of
comparable
funds
to
take
into
account
potential
future
economies
of
scale.
The
all-
inclusive
fee
structure
also
provides
greater
flexibility
to
make
investment
changes,
including
underlying
fund
changes,
while
maintaining
a
certain
expense
ratio
for
investors.
In addition,
the
Board
noted
that
the
funds
share
in
potential
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
all-inclusive
fee
structure
for
the
funds
provides
for
a
reasonable
sharing
of
benefits
from
potential
economies
of
scale
with
the
funds
and
their
investors.
Fees
and
Expenses
The Board
was
provided
with
information
regarding
industry
trends
in
management
fees
and
expenses.
The
Board
reviewed
and
considered
information
regarding
each
fund’s
actual
total
expense
ratio,
noting
that
the
fund
pays
an
all-inclusive
fee.
Among
other
things,
the
Board
reviewed
data
for
peer
groups
that
were
compiled
by
Broadridge,
which
compared:
(i)
contractual
management
fees,
actual
Approvals
of
Investment
Management
Agreements
(CONTINUED)
T.
ROWE
PRICE
Retirement
2015
Fund
37
management
fees,
and
total
expenses
of
each
fund’s
Investor
Class
and
I
Class
with
a
group
of
competitor
funds
selected
by
Broadridge
(Expense
Group);
and
(ii)
actual
management
fees
and
total
expenses
of
each
fund’s
Investor
Class
and
I
Class
with
a
broader
set
of
funds
within
the
Lipper
investment
classification
(Expense
Universe).
The
Board
considered
each
fund’s
contractual
management
fee
rate,
actual
management
fee
rate,
and
total
expenses
(each
of
which
generally
reflect
the
fund’s
all-inclusive
fee
rate)
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
generally
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.
However,
there
were
certain
funds
that
did
not
have
a
sufficient
number
of
funds
in
their
peer
group
to
rank
in
quintiles.
The
information
provided
to
the
Board
indicated
that
the
contractual
management
fee,
actual
management
fee
rate,
and
total
expenses
for
each
fund’s
Investor
Class
ranked
as
follows:
Fund
Contractual
Management
Fee
Actual
Management
Fee
Total
Expenses
Retirement
2005
Fund
Third
out
of
three
funds
(Expense
Group)
Third
out
of
three
funds
(Expense
Group)
and
fifth
quintile
(Expense
Universe)
Third
out
of
four
funds
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Retirement
2010
Fund
Third
out
of
three
funds
(Expense
Group)
Third
out
of
three
funds
(Expense
Group)
and
fifth
quintile
(Expense
Universe)
Third
out
of
four
funds
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Retirement
2015
Fund
Second
out
of
three
funds
(Expense
Group)
Second
out
of
three
funds
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Second
out
of
four
funds
(Expense
Group)
and
third
quintile
(Expense
Universe)
Retirement
2020
Fund
Second
out
of
three
funds
(Expense
Group)
Second
out
of
three
funds
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Second
quintile
(Expense
Group)
and
third
quintile
(Expense
Universe)
Approvals
of
Investment
Management
Agreements
(CONTINUED)
T.
ROWE
PRICE
Retirement
2015
Fund
38
Fund
Contractual
Management
Fee
Actual
Management
Fee
Total
Expenses
Retirement
2025
Fund
Second
out
of
four
funds
(Expense
Group)
Second
out
of
four
funds
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Third
quintile
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Retirement
2030
Fund
Second
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Third
quintile
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Retirement
2035
Fund
Second
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
fifth
quintile
(Expense
Universe)
Third
quintile
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Retirement
2040
Fund
Second
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
fifth
quintile
(Expense
Universe)
Second
quintile
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Retirement
2045
Fund
Third
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
fifth
quintile
(Expense
Universe)
Third
quintile
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Retirement
2050
Fund
Third
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
fifth
quintile
(Expense
Universe)
Third
quintile
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Retirement
2055
Fund
Third
quintile
(Expense
Group)
Fourth
quintile
(Expense
Group)
and
fifth
quintile
(Expense
Universe)
Third
quintile
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Retirement
2060
Fund
Third
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
fifth
quintile
(Expense
Universe)
Third
quintile
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Retirement
2065
Fund
Third
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Third
quintile
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Retirement
2070
Fund
Third
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Third
quintile
(Expense
Group)
and
fourth
quintile
(Expense
Universe)
Approvals
of
Investment
Management
Agreements
(CONTINUED)
T.
ROWE
PRICE
Retirement
2015
Fund
39
The
information
provided
to
the
Board
indicated
that
the
contractual
management
fee,
actual
management
fee
rate,
and
total
expenses
for
each
fund’s
I
Class
ranked
as
follows: 
Fund
Contractual
Management
Fee
Actual
Management
Fee
Total
Expenses
Retirement
Balanced
Fund
Third
quintile
(Expense
Group)
Fourth
quintile
(Expense
Group)
and
fifth
quintile
(Expense
Universe)
Third
quintile
(Expense
Group)
and
third
quintile
(Expense
Universe)
Fund
Contractual
Management
Fee
Actual
Management
Fee
Total
Expenses
Retirement
2005
Fund
Second
out
of
three
funds
(Expense
Group)
Second
out
of
three
funds
(Expense
Group)
and
first
quintile
(Expense
Universe)
First
out
of
four
funds
(Expense
Group)
and
first
quintile
(Expense
Universe)
Retirement
2010
Fund
Second
out
of
three
funds
(Expense
Group)
Second
out
of
three
funds
(Expense
Group)
and
first
quintile
(Expense
Universe)
First
out
of
four
funds
(Expense
Group)
and
first
quintile
(Expense
Universe)
Retirement
2015
Fund
Second
out
of
three
funds
(Expense
Group)
Second
out
of
three
funds
(Expense
Group)
and
second
quintile
(Expense
Universe)
First
out
of
four
funds
(Expense
Group)
and
first
quintile
(Expense
Universe)
Retirement
2020
Fund
Second
out
of
three
funds
(Expense
Group)
Second
out
of
three
funds
(Expense
Group)
and
second
quintile
(Expense
Universe)
First
quintile
(Expense
Group)
and
first
quintile
(Expense
Universe)
Retirement
2025
Fund
Second
out
of
four
funds
(Expense
Group)
Second
out
of
four
funds
(Expense
Group)
and
first
quintile
(Expense
Universe)
First
quintile
(Expense
Group)
and
first
quintile
(Expense
Universe)
Approvals
of
Investment
Management
Agreements
(CONTINUED)
T.
ROWE
PRICE
Retirement
2015
Fund
40
Fund
Contractual
Management
Fee
Actual
Management
Fee
Total
Expenses
Retirement
2030
Fund
Second
quintile
(Expense
Group)  
Third
quintile
(Expense
Group)
and
third
quintile
(Expense
Universe)
First
quintile
(Expense
Group)
and
first
quintile
(Expense
Universe)
Retirement
2035
Fund
Second
quintile
(Expense
Group)  
Third
quintile
(Expense
Group)
and
third
quintile
(Expense
Universe)
First
quintile
(Expense
Group)
and
first
quintile
(Expense
Universe)
Retirement
2040
Fund
Second
quintile
(Expense
Group)  
Third
quintile
(Expense
Group)
and
third
quintile
(Expense
Universe)
First
quintile
(Expense
Group)
and
first
quintile
(Expense
Universe)
Retirement
2045
Fund
Second
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
third
quintile
(Expense
Universe)
First
quintile
(Expense
Group)
and
second
quintile
(Expense
Universe)
Retirement
2050
Fund
Second
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
third
quintile
(Expense
Universe)
First
quintile
(Expense
Group)
and
second
quintile
(Expense
Universe)
Retirement
2055
Fund
Second
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
third
quintile
(Expense
Universe)
First
quintile
(Expense
Group)
and
second
quintile
(Expense
Universe)
Retirement
2060
Fund
Second
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
third
quintile
(Expense
Universe)
First
quintile
(Expense
Group)
and
second
quintile
(Expense
Universe)
Retirement
2065
Fund
Second
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
second
quintile
(Expense
Universe)
First
quintile
(Expense
Group)
and
first
quintile
(Expense
Universe)
Retirement
2070
Fund
Second
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
second
quintile
(Expense
Universe)
First
quintile
(Expense
Group)
and
first
quintile
(Expense
Universe)
Retirement
Balanced
Fund
Second
quintile
(Expense
Group)
Third
quintile
(Expense
Group)
and
third
quintile
(Expense
Universe)
First
quintile
(Expense
Group)
and
first
quintile
(Expense
Universe)
Approvals
of
Investment
Management
Agreements
(CONTINUED)
T.
ROWE
PRICE
Retirement
2015
Fund
41
The Board
was
provided
the
fee
schedules
and
other
account
fee
information
for
certain
comparable
investment
portfolios
that
are
advised
or
subadvised
by
the
Adviser
and
its
affiliates,
including
separately
managed
accounts
for
institutional
investors;
subadvised
funds;
and
other
sponsored
investment
portfolios
that
are
not
registered
investment
companies,
including
collective
investment
trusts
and
pooled
vehicles
organized
and
offered
to
investors
outside
the
United
States.
The
fee
schedules
and
account
fee
information,
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
clients
and
other
types
of
clients,
including
information
about
how
the
requirements,
economics
and
risks
of
the
domestic
and
international
businesses
may
differ
from
those
of
the
proprietary
mutual
fund
and
ETF
(“registered
fund”)
business.
The
Board
considered
information
showing
that
the
Adviser’s
proprietary
registered
fund
business
is
generally
more
complex
from
a
business
and
regulatory
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,
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
Contracts
As noted,
the
Board
approved
the
continuation
of
each
Retirement
Fund’s
Advisory
Contract.
No
single
factor
was
considered
in
isolation
or
to
be
determinative
to
the
decision.
Rather,
the
Board
concluded,
in
light
of
a
weighting
and
balancing
of
all
factors
considered,
that
it
was
in
the
best
interests
of
the
fund
and
its
shareholders
for
the
Board
to
approve
the
continuation
of
the
Advisory
Contracts
(including
the
fees
to
be
charged
for
services
thereunder). 
Approvals
of
Investment
Management
Agreements
(CONTINUED)
1307
Point
Street
Baltimore,
Maryland
21231
T.
Rowe
Price
Investment
Services,
Inc.
Call
1-800-638-5660
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.
F156-050
7/26


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 attached.

    (2)    

Listing standards relating to recovery of erroneously awarded compensation: not applicable.

    (3)    

Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.

(b)        

A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

 


SIGNATURES

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

 

T. Rowe Price Retirement Funds, Inc.
By  

/s/ David Oestreicher

      
  David Oestreicher  
  Principal Executive Officer  
Date   

July 17, 2026

 

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  

July 17, 2026

 

    

By  

/s/ Alan S. Dupski

 
  Alan S. Dupski  
  Principal Financial Officer  
Date   

July 17, 2026

 
 

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

302 CERTIFICATIONS

906 CERTIFICATIONS

CODE OF ETHICS

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