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)

100 East Pratt Street, Baltimore, MD 21202

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

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

Date of fiscal year end: May 31

Date of reporting period: May 31, 2024

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Annual Shareholder Report

May 31, 2024

Retirement 2045 Fund

Advisor Class (PARLX)

This annual shareholder report contains important information about Retirement 2045 Fund (the "fund") for the period of June 1, 2023 to May 31, 2024. 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)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Retirement 2045 Fund - Advisor Class	$97	0.87%

What drove fund performance during the past 12 months?

• Global stock indexes were broadly positive, while fixed income markets were mixed for the 12 months ended May 31, 2024. Many central banks maintained tight monetary policies to combat inflation, and markets fluctuated amid shifting expectations for interest rate cuts as rates remained “higher for longer.” Nevertheless, investor sentiment was elevated by resilient corporate earnings and enthusiasm around the profit potential from artificial intelligence developments.

• Compared with the style-specific S&P Target Date 2045 Index, structural composition contributed for the trailing one-year period. As global equity markets climbed, the fund’s higher-equity and lower-cash allocations relative to its benchmark contributed to results. Security selection within the underlying U.S. large-cap equity strategies also had a favorable impact. In addition, the fund’s allocations to U.S. large-cap value and core equities outpaced their respective benchmarks, which added value on a relative basis.

• On the negative side, a leading detractor from relative performance was security selection among the emerging markets stock allocation, which trailed its benchmark. Selection among the U.S. small-cap growth stock allocation weighed as well, as it also trailed its benchmark and detracted on a relative basis.

• 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, 2024

	Advisor Class	Regulatory Benchmark	Strategy Benchmark
2014	10,000	10,000	10,000
2014	10,310	10,470	10,249
2014	10,335	10,789	10,276
2015	10,614	11,096	10,536
2015	10,780	11,186	10,649
2015	10,063	10,507	9,981
2015	10,345	11,068	10,336
2016	9,561	10,226	9,625
2016	10,372	11,211	10,434
2016	10,797	11,709	10,835
2016	10,804	11,987	10,868
2017	11,563	12,915	11,572
2017	12,176	13,194	11,991
2017	12,620	13,590	12,329
2017	13,297	14,657	13,100
2018	13,549	15,010	13,296
2018	13,542	15,181	13,379
2018	13,921	16,342	13,854
2018	13,185	15,467	13,107
2019	13,659	15,768	13,456
2019	13,516	15,560	13,264
2019	14,189	16,556	13,830
2019	14,966	17,863	14,737
2020	14,315	16,856	13,918
2020	14,315	17,344	13,861
2020	16,292	20,106	15,543
2020	17,456	21,262	16,526
2021	18,885	22,811	17,669
2021	20,347	24,960	19,104
2021	21,187	26,749	19,793
2021	20,714	26,862	19,479
2022	19,673	25,615	18,939
2022	18,307	24,040	17,951
2022	17,326	23,197	17,034
2022	17,990	23,960	17,636
2023	17,889	23,547	17,759
2023	18,321	24,529	18,080
2023	19,508	26,620	19,140
2023	19,669	26,981	19,318
2024	21,587	30,282	21,040
2024	22,436	31,295	21,743

202405-3565004, 202407-3567384

F281-052 7/24

Average Annual Total Returns

	1 Year	5 Years	10 Years
Retirement 2045 Fund (Advisor Class)	22.46%	10.67%	8.42%
Russell 3000 Index (Regulatory Benchmark)	27.58	15.00	12.09
S&P Target Date 2045 Index (Strategy Benchmark)	20.26	10.39	8.08

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)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. 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)	$16,723,027
Number of Portfolio Holdings	25

Investment Advisory Fees Paid (000s)	$57,009
Portfolio Turnover Rate	24.4%

What did the fund invest in?

Asset Allocation (as a % of Net Assets)

Domestic Equity Funds	69.6%
International Equity Funds	26.7
Domestic Bond Funds	2.0
International Bond Funds	0.5
U.S. Govt & Agencies	0.1
Short-Term and Other	1.1

Top Ten Holdings (as a % of Net Assets)

T. Rowe Price Value Fund	15.5%
T. Rowe Price Growth Stock Fund	14.7
T. Rowe Price U.S. Large-Cap Core Fund	10.3
T. Rowe Price Equity Index 500 Fund	10.2
T. Rowe Price Overseas Stock Fund	7.7
T. Rowe Price International Value Equity Fund	7.5
T. Rowe Price International Stock Fund	6.6
T. Rowe Price Real Assets Fund	6.2
T. Rowe Price Mid-Cap Growth Fund	3.6
T. Rowe Price Mid-Cap Value Fund	3.5

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.

Frank Russell Company "LSE" 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 2045 Fund 

Advisor Class (PARLX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

May 31, 2024

Retirement 2045 Fund

Investor Class (TRRKX)

This annual shareholder report contains important information about Retirement 2045 Fund (the "fund") for the period of June 1, 2023 to May 31, 2024. 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)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Retirement 2045 Fund - Investor Class	$69	0.62%

What drove fund performance during the past 12 months?

• Global stock indexes were broadly positive, while fixed income markets were mixed for the 12 months ended May 31, 2024. Many central banks maintained tight monetary policies to combat inflation, and markets fluctuated amid shifting expectations for interest rate cuts as rates remained “higher for longer.” Nevertheless, investor sentiment was elevated by resilient corporate earnings and enthusiasm around the profit potential from artificial intelligence developments.

• Compared with the style-specific S&P Target Date 2045 Index, structural composition contributed for the trailing one-year period. As global equity markets climbed, the fund’s higher-equity and lower-cash allocations relative to its benchmark contributed to results. Security selection within the underlying U.S. large-cap equity strategies also had a favorable impact. In addition, the fund’s allocations to U.S. large-cap value and core equities outpaced their respective benchmarks, which added value on a relative basis.

• On the negative side, a leading detractor from relative performance was security selection among the emerging markets stock allocation, which trailed its benchmark. Selection among the U.S. small-cap growth stock allocation weighed as well, as it also trailed its benchmark and detracted on a relative basis.

• 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, 2024

	Investor Class	Regulatory Benchmark	Strategy Benchmark
2014	10,000	10,000	10,000
2014	10,314	10,470	10,249
2014	10,351	10,789	10,276
2015	10,642	11,096	10,536
2015	10,815	11,186	10,649
2015	10,100	10,507	9,981
2015	10,387	11,068	10,336
2016	9,605	10,226	9,625
2016	10,428	11,211	10,434
2016	10,860	11,709	10,835
2016	10,880	11,987	10,868
2017	11,647	12,915	11,572
2017	12,275	13,194	11,991
2017	12,726	13,590	12,329
2017	13,418	14,657	13,100
2018	13,686	15,010	13,296
2018	13,678	15,181	13,379
2018	14,080	16,342	13,854
2018	13,343	15,467	13,107
2019	13,830	15,768	13,456
2019	13,687	15,560	13,264
2019	14,380	16,556	13,830
2019	15,177	17,863	14,737
2020	14,528	16,856	13,918
2020	14,528	17,344	13,861
2020	16,554	20,106	15,543
2020	17,744	21,262	16,526
2021	19,211	22,811	17,669
2021	20,712	24,960	19,104
2021	21,578	26,749	19,793
2021	21,110	26,862	19,479
2022	20,059	25,615	18,939
2022	18,679	24,040	17,951
2022	17,696	23,197	17,034
2022	18,386	23,960	17,636
2023	18,299	23,547	17,759
2023	18,737	24,529	18,080
2023	19,969	26,620	19,140
2023	20,152	26,981	19,318
2024	22,130	30,282	21,040
2024	23,002	31,295	21,743

202405-3565004, 202407-3567384

F159-052 7/24

Average Annual Total Returns

	1 Year	5 Years	10 Years
Retirement 2045 Fund (Investor Class)	22.77%	10.94%	8.69%
Russell 3000 Index (Regulatory Benchmark)	27.58	15.00	12.09
S&P Target Date 2045 Index (Strategy Benchmark)	20.26	10.39	8.08

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)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. 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)	$16,723,027
Number of Portfolio Holdings	25

Investment Advisory Fees Paid (000s)	$57,009
Portfolio Turnover Rate	24.4%

What did the fund invest in?

Asset Allocation (as a % of Net Assets)

Domestic Equity Funds	69.6%
International Equity Funds	26.7
Domestic Bond Funds	2.0
International Bond Funds	0.5
U.S. Govt & Agencies	0.1
Short-Term and Other	1.1

Top Ten Holdings (as a % of Net Assets)

T. Rowe Price Value Fund	15.5%
T. Rowe Price Growth Stock Fund	14.7
T. Rowe Price U.S. Large-Cap Core Fund	10.3
T. Rowe Price Equity Index 500 Fund	10.2
T. Rowe Price Overseas Stock Fund	7.7
T. Rowe Price International Value Equity Fund	7.5
T. Rowe Price International Stock Fund	6.6
T. Rowe Price Real Assets Fund	6.2
T. Rowe Price Mid-Cap Growth Fund	3.6
T. Rowe Price Mid-Cap Value Fund	3.5

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.

Frank Russell Company "LSE" 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 2045 Fund 

Investor Class (TRRKX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

May 31, 2024

Retirement 2045 Fund

R Class (RRTRX)

This annual shareholder report contains important information about Retirement 2045 Fund (the "fund") for the period of June 1, 2023 to May 31, 2024. 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)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Retirement 2045 Fund - R Class	$124	1.12%

What drove fund performance during the past 12 months?

• Global stock indexes were broadly positive, while fixed income markets were mixed for the 12 months ended May 31, 2024. Many central banks maintained tight monetary policies to combat inflation, and markets fluctuated amid shifting expectations for interest rate cuts as rates remained “higher for longer.” Nevertheless, investor sentiment was elevated by resilient corporate earnings and enthusiasm around the profit potential from artificial intelligence developments.

• Compared with the style-specific S&P Target Date 2045 Index, structural composition contributed for the trailing one-year period. As global equity markets climbed, the fund’s higher-equity and lower-cash allocations relative to its benchmark contributed to results. Security selection within the underlying U.S. large-cap equity strategies also had a favorable impact. In addition, the fund’s allocations to U.S. large-cap value and core equities outpaced their respective benchmarks, which added value on a relative basis.

• On the negative side, a leading detractor from relative performance was security selection among the emerging markets stock allocation, which trailed its benchmark. Selection among the U.S. small-cap growth stock allocation weighed as well, as it also trailed its benchmark and detracted on a relative basis.

• 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, 2024

	R Class	Regulatory Benchmark	Strategy Benchmark
2014	10,000	10,000	10,000
2014	10,307	10,470	10,249
2014	10,325	10,789	10,276
2015	10,600	11,096	10,536
2015	10,761	11,186	10,649
2015	10,038	10,507	9,981
2015	10,309	11,068	10,336
2016	9,527	10,226	9,625
2016	10,329	11,211	10,434
2016	10,736	11,709	10,835
2016	10,743	11,987	10,868
2017	11,492	12,915	11,572
2017	12,094	13,194	11,991
2017	12,518	13,590	12,329
2017	13,184	14,657	13,100
2018	13,430	15,010	13,296
2018	13,408	15,181	13,379
2018	13,780	16,342	13,854
2018	13,043	15,467	13,107
2019	13,506	15,768	13,456
2019	13,347	15,560	13,264
2019	14,013	16,556	13,830
2019	14,765	17,863	14,737
2020	14,116	16,856	13,918
2020	14,099	17,344	13,861
2020	16,040	20,106	15,543
2020	17,177	21,262	16,526
2021	18,578	22,811	17,669
2021	20,001	24,960	19,104
2021	20,812	26,749	19,793
2021	20,332	26,862	19,479
2022	19,299	25,615	18,939
2022	17,949	24,040	17,951
2022	16,980	23,197	17,034
2022	17,614	23,960	17,636
2023	17,513	23,547	17,759
2023	17,913	24,529	18,080
2023	19,064	26,620	19,140
2023	19,214	26,981	19,318
2024	21,078	30,282	21,040
2024	21,880	31,295	21,743

202405-3565004, 202407-3567384

F481-052 7/24

Average Annual Total Returns

	1 Year	5 Years	10 Years
Retirement 2045 Fund (R Class)	22.15%	10.39%	8.14%
Russell 3000 Index (Regulatory Benchmark)	27.58	15.00	12.09
S&P Target Date 2045 Index (Strategy Benchmark)	20.26	10.39	8.08

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)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. 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)	$16,723,027
Number of Portfolio Holdings	25

Investment Advisory Fees Paid (000s)	$57,009
Portfolio Turnover Rate	24.4%

What did the fund invest in?

Asset Allocation (as a % of Net Assets)

Domestic Equity Funds	69.6%
International Equity Funds	26.7
Domestic Bond Funds	2.0
International Bond Funds	0.5
U.S. Govt & Agencies	0.1
Short-Term and Other	1.1

Top Ten Holdings (as a % of Net Assets)

T. Rowe Price Value Fund	15.5%
T. Rowe Price Growth Stock Fund	14.7
T. Rowe Price U.S. Large-Cap Core Fund	10.3
T. Rowe Price Equity Index 500 Fund	10.2
T. Rowe Price Overseas Stock Fund	7.7
T. Rowe Price International Value Equity Fund	7.5
T. Rowe Price International Stock Fund	6.6
T. Rowe Price Real Assets Fund	6.2
T. Rowe Price Mid-Cap Growth Fund	3.6
T. Rowe Price Mid-Cap Value Fund	3.5

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.

Frank Russell Company "LSE" 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 2045 Fund 

R Class (RRTRX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

Annual Shareholder Report

May 31, 2024

Retirement 2045 Fund

I Class (TRIKX)

This annual shareholder report contains important information about Retirement 2045 Fund (the "fund") for the period of November 13, 2023 to May 31, 2024. 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)

	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Retirement 2045 Fund - I Class	$26	0.44%

What drove fund performance during the past 12 months?

• Global stock indexes were broadly positive, while fixed income markets were mixed for the 12 months ended May 31, 2024. Many central banks maintained tight monetary policies to combat inflation, and markets fluctuated amid shifting expectations for interest rate cuts as rates remained “higher for longer.” Nevertheless, investor sentiment was elevated by resilient corporate earnings and enthusiasm around the profit potential from artificial intelligence developments.

• Compared with the style-specific S&P Target Date 2045 Index, structural composition contributed for the trailing one-year period. As global equity markets climbed, the fund’s higher-equity and lower-cash allocations relative to its benchmark contributed to results. Security selection within the underlying U.S. large-cap equity strategies also had a favorable impact. In addition, the fund’s allocations to U.S. large-cap value and core equities outpaced their respective benchmarks, which added value on a relative basis.

• On the negative side, a leading detractor from relative performance was security selection among the emerging markets stock allocation, which trailed its benchmark. Selection among the U.S. small-cap growth stock allocation weighed as well, as it also trailed its benchmark and detracted on a relative basis.

• 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, 2024

	I Class	Regulatory Benchmark	Strategy Benchmark
11/13/23	500,000	500,000	500,000
11/30/2023	519,968	520,373	520,186
2/29/2024	571,681	584,038	566,550
2024	594,735	603,581	585,491

202405-3565004, 202407-3567384

F1571-052 7/24

Average Annual Total Returns

	Since Inception 11/13/2023
Retirement 2045 Fund (I Class)	18.95%
Russell 3000 Index (Regulatory Benchmark)	20.72
S&P Target Date 2045 Index (Strategy Benchmark)	17.10

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)). Due to new SEC Rules on shareholder reporting the fund adopted a new broad-based securities market index, referred to as the Regulatory Benchmark. Market index returns do not include expenses, which are deducted from fund returns. 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)	$16,723,027
Number of Portfolio Holdings	25

Investment Advisory Fees Paid (000s)	$57,009
Portfolio Turnover Rate	24.4%

What did the fund invest in?

Asset Allocation (as a % of Net Assets)

Domestic Equity Funds	69.6%
International Equity Funds	26.7
Domestic Bond Funds	2.0
International Bond Funds	0.5
U.S. Govt & Agencies	0.1
Short-Term and Other	1.1

Top Ten Holdings (as a % of Net Assets)

T. Rowe Price Value Fund	15.5%
T. Rowe Price Growth Stock Fund	14.7
T. Rowe Price U.S. Large-Cap Core Fund	10.3
T. Rowe Price Equity Index 500 Fund	10.2
T. Rowe Price Overseas Stock Fund	7.7
T. Rowe Price International Value Equity Fund	7.5
T. Rowe Price International Stock Fund	6.6
T. Rowe Price Real Assets Fund	6.2
T. Rowe Price Mid-Cap Growth Fund	3.6
T. Rowe Price Mid-Cap Value Fund	3.5

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Retirement 2045 Fund 

I Class (TRIKX)

T. Rowe Price Investment Services, Inc.

100 East Pratt Street

Baltimore, MD 21202

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:

		2024		2023
	Audit Fees		$19,089		$14,113
	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 $1,230,000 and $1,521,000, 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,

2024

Financial

Statements

and

Other

Information

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

TRRKX

Retirement

2045

Fund

–

.

PARLX

Retirement

2045

Fund–

.

Advisor Class

RRTRX

Retirement

2045

Fund–

.

R Class

TRIKX

Retirement

2045

Fund–

.

I Class

T.

ROWE

PRICE

Retirement

2045

Fund

Go

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paperless

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a

host

of

benefits,

which

include:

Timely

delivery

of

important

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Convenient

access

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data

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as

an

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advisor,

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each

T.

Rowe

Price

mutual

fund

account

unless

you

meet

criteria

for

a

fee

waiver.

Go

to

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T.

ROWE

PRICE

Retirement

2045

Fund

Financial

Highlights

3

For

a

share

outstanding

throughout

each

period

Investor

Class

..

Year

..

..

Ended

.

5/31/24

5/31/23

5/31/22

5/31/21

5/31/20

NET

ASSET

VALUE

Beginning

of

period

$

18.40‌

$

19.77‌

$

23.46‌

$

17.21‌

$

17.18‌

Investment

activities

Net

investment

income

(1)(2)

0.24‌

0.22‌

0.16‌

0.11‌

0.26‌

Net

realized

and

unrealized

gain/loss

3.87‌

(0.24‌)

(2.27‌)

7.09‌

0.87‌

Total

from

investment

activities

4.11‌

(0.02‌)

(2.11‌)

7.20‌

1.13‌

Distributions

Net

investment

income

(0.27‌)

(0.22‌)

(0.15‌)

(0.16‌)

(0.29‌)

Net

realized

gain

(0.61‌)

(1.13‌)

(1.43‌)

(0.79‌)

(0.81‌)

Total

distributions

(0.88‌)

(1.35‌)

(1.58‌)

(0.95‌)

(1.10‌)

NET

ASSET

VALUE

End

of

period

$

21.63‌

$

18.40‌

$

19.77‌

$

23.46‌

$

17.21‌

Ratios/Supplemental

Data

Total

return

(2)(3)(4)

22.77‌%

0.31‌%

(9.82‌)%

42.57‌%

6.14‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

payments

by

Price

Associates

(4)

0.62‌%

0.62‌%

0.63‌%

0.71‌%

0.09‌%

Net

expenses

after

payments

by

Price

Associates

(4)

0.62‌%

0.62‌%

0.63‌%

0.71‌%

0.09‌%

Weighted

average

net

expenses

of

underlying

Price

Funds

(5)

0.00‌%

0.00‌%

0.00‌%

0.00‌%

0.62‌%

Effective

net

expenses

0.62‌%

0.62‌%

0.63‌%

0.71‌%

0.71‌%

Net

investment

income

(4)

1.22‌%

1.20‌%

0.70‌%

0.51‌%

1.44‌%

Portfolio

turnover

rate

(4)

24.4‌%

24.5‌%

31.1‌%

21.8‌%

19.9‌%

Net

assets,

end

of

period

(in

millions)

$6,022

$5,836

$6,314

$7,938

$6,515

0‌%

0‌%

0‌%

0‌%

0‌%

T.

ROWE

PRICE

Retirement

2045

Fund

Financial

Highlights

4

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.

Effective

April

8,

2020,

the

fund

began

charging

an

all-inclusive

management

fee

based

on

the

class'

average

daily

net

assets.

On

that

same

date,

the

fund

converted

its

investments

from

each

underlying

Price

Fund’s

Investor

Class

to

its

Z

Class,

which

has

a

net

expense

ratio

of

less

than

0.01%.

(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.

(5)

Reflects

the

indirect

expense

impact

to

the

fund

from

its

investment

in

the

underlying

Price

Funds,

based

on

the

actual

expense

ratio

of

each

underlying

Price

Fund

weighted

for

the

fund's

relative

average

investment

therein.

T.

ROWE

PRICE

Retirement

2045

Fund

Financial

Highlights

5

For

a

share

outstanding

throughout

each

period

Advisor

Class

..

Year

..

..

Ended

.

5/31/24

5/31/23

5/31/22

5/31/21

5/31/20

NET

ASSET

VALUE

Beginning

of

period

$

18.22‌

$

19.58‌

$

23.25‌

$

17.09‌

$

17.06‌

Investment

activities

Net

investment

income

(1)(2)

0.19‌

0.17‌

0.11‌

0.05‌

0.20‌

Net

realized

and

unrealized

gain/loss

3.83‌

(0.23‌)

(2.25‌)

7.03‌

0.88‌

Total

from

investment

activities

4.02‌

(0.06‌)

(2.14‌)

7.08‌

1.08‌

Distributions

Net

investment

income

(0.23‌)

(0.17‌)

(0.10‌)

(0.13‌)

(0.24‌)

Net

realized

gain

(0.61‌)

(1.13‌)

(1.43‌)

(0.79‌)

(0.81‌)

Total

distributions

(0.84‌)

(1.30‌)

(1.53‌)

(0.92‌)

(1.05‌)

NET

ASSET

VALUE

End

of

period

$

21.40‌

$

18.22‌

$

19.58‌

$

23.25‌

$

17.09‌

Ratios/Supplemental

Data

Total

return

(2)(3)(4)

22.46‌%

0.08‌%

(10.02‌)%

42.14‌%

5.91‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

payments

by

Price

Associates

(4)

0.87‌%

0.87‌%

0.88‌%

0.96‌%

0.34‌%

Net

expenses

after

payments

by

Price

Associates

(4)

0.87‌%

0.87‌%

0.88‌%

0.96‌%

0.34‌%

Weighted

average

net

expenses

of

underlying

Price

Funds

(5)

0.00‌%

0.00‌%

0.00‌%

0.00‌%

0.62‌%

Effective

net

expenses

0.87‌%

0.87‌%

0.88‌%

0.96‌%

0.96‌%

Net

investment

income

(4)

0.95‌%

0.95‌%

0.49‌%

0.25‌%

1.16‌%

Portfolio

turnover

rate

(4)

24.4‌%

24.5‌%

31.1‌%

21.8‌%

19.9‌%

Net

assets,

end

of

period

(in

millions)

$780

$668

$760

$942

$786

0‌%

0‌%

0‌%

0‌%

0‌%

T.

ROWE

PRICE

Retirement

2045

Fund

Financial

Highlights

6

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.

Effective

April

8,

2020,

the

fund

began

charging

an

all-inclusive

management

fee

based

on

the

class'

average

daily

net

assets.

On

that

same

date,

the

fund

converted

its

investments

from

each

underlying

Price

Fund’s

Investor

Class

to

its

Z

Class,

which

has

a

net

expense

ratio

of

less

than

0.01%.

(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.

(5)

Reflects

the

indirect

expense

impact

to

the

fund

from

its

investment

in

the

underlying

Price

Funds,

based

on

the

actual

expense

ratio

of

each

underlying

Price

Fund

weighted

for

the

fund's

relative

average

investment

therein.

T.

ROWE

PRICE

Retirement

2045

Fund

Financial

Highlights

7

For

a

share

outstanding

throughout

each

period

R

Class

..

Year

..

..

Ended

.

5/31/24

5/31/23

5/31/22

5/31/21

5/31/20

NET

ASSET

VALUE

Beginning

of

period

$

17.90‌

$

19.27‌

$

22.91‌

$

16.86‌

$

16.85‌

Investment

activities

Net

investment

income

(1)(2)

0.14‌

0.13‌

0.05‌

—‌

(3)

0.16‌

Net

realized

and

unrealized

gain/loss

3.76‌

(0.24‌)

(2.22‌)

6.94‌

0.86‌

Total

from

investment

activities

3.90‌

(0.11‌)

(2.17‌)

6.94‌

1.02‌

Distributions

Net

investment

income

(0.19‌)

(0.13‌)

(0.04‌)

(0.10‌)

(0.20‌)

Net

realized

gain

(0.61‌)

(1.13‌)

(1.43‌)

(0.79‌)

(0.81‌)

Total

distributions

(0.80‌)

(1.26‌)

(1.47‌)

(0.89‌)

(1.01‌)

NET

ASSET

VALUE

End

of

period

$

21.00‌

$

17.90‌

$

19.27‌

$

22.91‌

$

16.86‌

Ratios/Supplemental

Data

Total

return

(2)(4)(5)

22.15‌%

(0.20‌)%

(10.26‌)%

41.85‌%

5.64‌%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

payments

by

Price

Associates

(5)

1.12‌%

1.12‌%

1.13‌%

1.21‌%

0.60‌%

Net

expenses

after

payments

by

Price

Associates

(5)

1.12‌%

1.12‌%

1.13‌%

1.21‌%

0.60‌%

Weighted

average

net

expenses

of

underlying

Price

Funds

(6)

0.00‌%

0.00‌%

0.00‌%

0.00‌%

0.62‌%

Effective

net

expenses

1.12‌%

1.12‌%

1.13‌%

1.21‌%

1.22‌%

Net

investment

income

(5)

0.73‌%

0.71‌%

0.22‌%

0.01‌%

0.92‌%

Portfolio

turnover

rate

(5)

24.4‌%

24.5‌%

31.1‌%

21.8‌%

19.9‌%

Net

assets,

end

of

period

(in

thousands)

$798,448

$699,742

$718,789

$882,073

$698,568

0‌%

0‌%

0‌%

0‌%

0‌%

T.

ROWE

PRICE

Retirement

2045

Fund

Financial

Highlights

8

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.

Effective

April

8,

2020,

the

fund

began

charging

an

all-inclusive

management

fee

based

on

the

class'

average

daily

net

assets.

On

that

same

date,

the

fund

converted

its

investments

from

each

underlying

Price

Fund’s

Investor

Class

to

its

Z

Class,

which

has

a

net

expense

ratio

of

less

than

0.01%.

(3)

Amounts

round

to

less

than

$0.01

per

share.

(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.

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)

Reflects

the

indirect

expense

impact

to

the

fund

from

its

investment

in

the

underlying

Price

Funds,

based

on

the

actual

expense

ratio

of

each

underlying

Price

Fund

weighted

for

the

fund's

relative

average

investment

therein.

T.

ROWE

PRICE

Retirement

2045

Fund

Financial

Highlights

9

For

a

share

outstanding

throughout

the

period

I

Class

(1)

11/13/23

(1)

Through

5/31/24

NET

ASSET

VALUE

Beginning

of

period

$

19.03‌

Investment

activities

Net

investment

loss

(2)(3)

(0.02‌)

(4)

Net

realized

and

unrealized

gain/loss

3.55‌

Total

from

investment

activities

3.53‌

Distributions

Net

investment

income

(0.28‌)

Net

realized

gain

(0.61‌)

Total

distributions

(0.89‌)

NET

ASSET

VALUE

End

of

period

$

21.67‌

Ratios/Supplemental

Data

Total

return

(3)(5)(6)

18.95‌%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

payments

by

Price

Associates

(6)

0.44‌%

(7)

Net

expenses

after

payments

by

Price

Associates

(6)

0.44‌%

(7)

Net

investment

loss

(6)

(0.14‌)%

(7)

Portfolio

turnover

rate

(6)

24.4‌%

Net

assets,

end

of

period

(in

millions)

$9,122

0‌%

T.

ROWE

PRICE

Retirement

2045

Fund

Financial

Highlights

10

For

a

share

outstanding

throughout

the

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)

The

amount

presented

is

inconsistent

with

the

fund's

aggregate

net

investment

income

because

of

the

timing

of

sales

and

redemptions

of

fund

shares

in

relation

to

income

distributions

from

the

underlying

Price

Funds.

(5)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

the

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.

(6)

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.

(7)

Annualized

T.

ROWE

PRICE

Retirement

2045

Fund

May

31,

2024

11

Portfolio

of

Investments

(1)

(1)

$

Value

5/31/23

$

Purchase

Cost

(2)

$

Sales

Cost

(2)

Shares/Par

$

Value

5/31/24

(Cost

and

value

in

$000s)

BOND

MUTUAL

FUNDS

2.5%

T.

Rowe

Price

Funds:

New

Income

Fund 

75,497

121,268

17,847

22,588,758‌

177,096‌

U.S.

Treasury

Long-Term

Index

Fund 

56,807

80,098

10,174

16,609,827‌

120,421‌

International

Bond

Fund

(USD

Hedged) 

26,381

30,948

4,999

6,469,732‌

54,022‌

Limited

Duration

Inflation

Focused

Bond

Fund 

240

37,456

776

8,044,005‌

37,405‌

Dynamic

Global

Bond

Fund 

16,424

23,803

3,886

4,686,848‌

36,464‌

Total

Bond

Mutual

Funds

(Cost

$490,803)

425,408‌

EQUITY

MUTUAL

FUNDS

96.3%

T.

Rowe

Price

Funds:

Value

Fund 

1,080,304

1,344,363

157,192

55,177,050‌

2,591,114‌

Growth

Stock

Fund 

1,185,947

1,343,651

321,499

24,791,628‌

2,458,834‌

U.S.

Large-Cap

Core

Fund 

384,659

1,118,394

38,580

41,500,024‌

1,716,441‌

Equity

Index

500

Fund 

725,643

897,685

106,571

12,204,022‌

1,697,213‌

Overseas

Stock

Fund 

576,976

674,631

69,391

96,869,084‌

1,291,265‌

International

Value

Equity

Fund 

492,657

670,356

65,753

70,746,832‌

1,255,756‌

International

Stock

Fund 

479,866

612,452

63,262

55,253,834‌

1,100,104‌

Real

Assets

Fund 

312,577

674,311

36,530

70,738,891‌

1,040,569‌

Mid-Cap

Growth

Fund 

263,330

355,092

39,091

5,788,679‌

606,133‌

Mid-Cap

Value

Fund 

238,496

310,603

33,792

16,870,739‌

578,498‌

Emerging

Markets

Discovery

Stock

Fund 

212,069

240,947

34,660

33,319,227‌

462,804‌

Small-Cap

Stock

Fund 

177,743

219,703

56,225

6,148,600‌

364,612‌

Emerging

Markets

Stock

Fund 

181,881

197,800

25,978

10,379,603‌

349,585‌

Small-Cap

Value

Fund 

143,016

194,800

18,360

6,458,737‌

343,023‌

New

Horizons

Fund (3)

114,434

147,968

15,645

4,428,416‌

245,334‌

Total

Equity

Mutual

Funds

(Cost

$12,298,526)

16,101,285‌

OTHER

MUTUAL

FUNDS

0.0%

T.

Rowe

Price

Funds:

Transition

Fund 

1,177

453,583

452,766

19,825‌

1,968‌

Total

Other

Mutual

Funds

(Cost

$1,961)

1,968‌

SHORT-TERM

INVESTMENTS

1.2%

Money

Market

Funds

 1.1%

T.

Rowe

Price

U.S.

Treasury

Money

Fund,

5.39% (4)

198,269

681,686

702,137

177,817,905‌

177,818‌

T.

ROWE

PRICE

Retirement

2045

Fund

12

$

Value

5/31/23

$

Purchase

Cost

(2)

$

Sales

Cost

(2)

Shares/Par

$

Value

5/31/24

(Cost

and

value

in

$000s)

SHORT-TERM

INVESTMENTS

1.2%

(continued)

U.S.

Treasury

Obligations

 0.1%

U.S.

Treasury

Bills,

5.318%,

7/18/24 (5)

25,000,000‌

24,836‌

Total

Short-Term

Investments

(Cost

$202,647)

202,654‌

Total

Investments

in

Securities

100.0%

of

Net

Assets

(Cost

$12,993,937)

$

16,731,315‌

(1)

Each

underlying

Price

Fund

is

an

affiliated

company;

the

fund

is

invested

in

the Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single

class

fund.

Additional

information

about

each underlying

Price

Fund

is

available

by

calling

1-877-495-1138

and

at www.troweprice.com.

(2)

Purchase

cost

and

Sales

cost

for

affiliates

not

held

at

period

end

totaled

$53,390

and

$302,199,

respectively.

(3)

Non-income

producing

(4)

Seven-day

yield

(5)

At

May

31,

2024,

all

or

a

portion

of

this

security

is

pledged

as

collateral

and/

or

margin

deposit

to

cover

future

funding

obligations.

T.

ROWE

PRICE

Retirement

2045

Fund

13

FUTURES

CONTRACTS

($000s)

Expiration

Date

Notional

Amount

Value

and

Unrealized

Gain

(Loss)

Short,

402

Russell

2000

E-Mini

Index

contracts

6/24

(41,724)

$

(839‌)

Long,

31

S&P

500

E-Mini

Index

contracts

6/24

8,208

292‌

Net

payments

(receipts)

of

variation

margin

to

date

315‌

Variation

margin

receivable

(payable)

on

open

futures

contracts

$

(232‌)

T.

ROWE

PRICE

Retirement

2045

Fund

14

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

AFFILIATED

COMPANIES

($000s)

The

fund

may

invest

in

certain

securities

that

are

considered

affiliated

companies.

As

defined

by

the

1940

Act,

an

affiliated

company

is

one

in

which

the

fund

owns

5%

or

more

of

the

outstanding

voting

securities,

or

a

company

that

is

under

common

ownership

or

control.

The

following

securities

were

considered

affiliated

companies

for

all

or

some

portion

of

the

year

ended

May

31,

2024.

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

Global

Bond

Fund 

$

(266‌)

$

123‌

$

501‌

Emerging

Markets

Discovery

Stock

Fund 

(3,090‌)

44,448‌

8,240‌

Emerging

Markets

Stock

Fund 

(215‌)

(4,118‌)

4,432‌

Equity

Index

500

Fund 

41,449‌

180,456‌

14,545‌

Growth

Stock

Fund 

124,543‌

250,735‌

4,175‌

International

Bond

Fund

(USD

Hedged) 

(315‌)

1,692‌

492‌

International

Stock

Fund 

5,163‌

71,048‌

8,856‌

International

Value

Equity

Fund 

7,601‌

158,496‌

18,103‌

Limited

Duration

Inflation

Focused

Bond

Fund 

(16‌)

485‌

110‌

Mid-Cap

Growth

Fund 

20,547‌

26,802‌

2,149‌

Mid-Cap

Value

Fund 

19,607‌

63,191‌

4,708‌

New

Horizons

Fund 

1,554‌

(1,423‌)

—‌

New

Income

Fund 

(1,563‌)

(1,822‌)

5,319‌

Overseas

Stock

Fund 

9,086‌

109,049‌

16,660‌

Real

Assets

Fund 

3,535‌

90,211‌

10,824‌

Small-Cap

Stock

Fund 

6,307‌

23,391‌

1,909‌

Small-Cap

Value

Fund 

6,570‌

23,567‌

2,173‌

Transition

Fund 

426‌

(26‌)

533‌

U.S.

Large-Cap

Core

Fund 

9,978‌

251,968‌

6,799‌

U.S.

Treasury

Long-Term

Index

Fund 

(1,783‌)

(6,310‌)

3,005‌

Value

Fund 

37,132‌

323,639‌

22,204‌

U.S.

Treasury

Money

Fund,

5.39%

—‌

—‌

7,028‌

Affiliates

not

held

at

period

end

34,404‌

(7,760‌)

1,171‌

Totals

$

320,654‌#

$

1,597,842‌

$

143,936‌+

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$100,269

of

the

net

realized

gain

(loss).

+

Investment

income

comprised

$143,936

of

income

distributions

from

underlying

Price

Funds.

T.

ROWE

PRICE

Retirement

2045

Fund

May

31,

2024

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

$12,993,937)

$

16,731,315‌

Receivable

for

shares

sold

17,611‌

Total

assets

16,748,926‌

Liabilities

Payable

for

shares

redeemed

13,875‌

Investment

management

and

administrative

fees

payable

7,421‌

Payable

for

investment

securities

purchased

3,737‌

Variation

margin

payable

on

futures

contracts

232‌

Other

liabilities

634‌

Total

liabilities

25,899‌

NET

ASSETS

$

16,723,027‌

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

3,591,750‌

Paid-in

capital

applicable

to

773,887,857

shares

of

$0.0001

par

value

capital

stock

outstanding;

30,000,000,000

shares

of

the

Corporation

authorized

13,131,277‌

NET

ASSETS

$

16,723,027‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$6,022,457;

Shares

outstanding:

278,385,219)

$

21.63‌

Advisor

Class

(Net

assets:

$779,823;

Shares

outstanding:

36,448,279)

$

21.40‌

R

Class

(Net

assets:

$798,448;

Shares

outstanding:

38,015,444)

$

21.00‌

I

Class

(Net

assets:

$9,122,299;

Shares

outstanding:

421,038,915)

$

21.67‌

T.

ROWE

PRICE

Retirement

2045

Fund

Statement

of

Operations

16

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

5/31/24

Investment

Income

(Loss)

Income

Income

distributions

from

underlying

Price

Funds

$

143,936‌

Interest

581‌

Total

income

144,517‌

Expenses

Investment

management

and

administrative

expense

57,009‌

Rule

12b-1

fees

Advisor

Class

$

1,813‌

R

Class

3,747‌

5,560‌

Miscellaneous

1‌

Total

expenses

62,570‌

Net

investment

income

81,947‌

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Sales

of

underlying

Price

Funds

220,385‌

Futures

4,061‌

Capital

gain

distributions

from

underlying

Price

Funds

100,269‌

Net

realized

gain

324,715‌

Change

in

net

unrealized

gain

/

loss

Underlying

Price

Funds

1,597,842‌

Securities

8‌

Futures

(812‌)

Change

in

net

unrealized

gain

/

loss

1,597,038‌

Net

realized

and

unrealized

gain

/

loss

1,921,753‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

2,003,700‌

T.

ROWE

PRICE

Retirement

2045

Fund

Statement

of

Changes

in

Net

Assets

17

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

5/31/24

5/31/23

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

81,947‌

$

80,934‌

Net

realized

gain

324,715‌

272,858‌

Change

in

net

unrealized

gain

/

loss

1,597,038‌

(362,039‌)

Increase

(decrease)

in

net

assets

from

operations

2,003,700‌

(8,247‌)

Distributions

to

shareholders

Net

earnings

Investor

Class

(258,979‌)

(409,733‌)

Advisor

Class

(29,866‌)

(46,677‌)

R

Class

(30,336‌)

(46,780‌)

I

Class

(105‌)

–‌

Decrease

in

net

assets

from

distributions

(319,286‌)

(503,190‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

912,616‌

901,638‌

Advisor

Class

134,440‌

124,389‌

R

Class

97,658‌

109,776‌

I

Class

1,853,516‌

–‌

Shares

issued

in

connection

with

fund

acquisition

I

Class

7,451,694‌

–‌

Distributions

reinvested

Investor

Class

256,067‌

404,251‌

Advisor

Class

29,507‌

46,167‌

R

Class

30,336‌

46,780‌

I

Class

105‌

–‌

Shares

redeemed

Investor

Class

(1,952,338‌)

(1,369,174‌)

Advisor

Class

(170,202‌)

(213,950‌)

R

Class

(150,135‌)

(127,185‌)

I

Class

(658,887‌)

–‌

Increase

(decrease)

in

net

assets

from

capital

share

transactions

7,834,377‌

(77,308‌)

T.

ROWE

PRICE

Retirement

2045

Fund

Statement

of

Changes

in

Net

Assets

18

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

5/31/24

5/31/23

Net

Assets

Increase

(decrease)

during

period

9,518,791‌

(588,745‌)

Beginning

of

period

7,204,236‌

7,792,981‌

End

of

period

$

16,723,027‌

$

7,204,236‌

*Share

information

(000s)

Shares

sold

Investor

Class

45,600‌

49,065‌

Advisor

Class

6,814‌

6,845‌

R

Class

5,046‌

6,136‌

I

Class

89,299‌

–‌

Shares

issued

in

connection

with

fund

acquisition

I

Class

363,320‌

–‌

Distributions

reinvested

Investor

Class

12,959‌

23,246‌

Advisor

Class

1,509‌

2,680‌

R

Class

1,578‌

2,760‌

I

Class

5‌

–‌

Shares

redeemed

Investor

Class

(97,311‌)

(74,561‌)

Advisor

Class

(8,564‌)

(11,644‌)

R

Class

(7,698‌)

(7,112‌)

I

Class

(31,585‌)

–‌

Increase

(decrease)

in

shares

outstanding

380,972‌

(2,585‌)

T.

ROWE

PRICE

Retirement

2045

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

2045

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

2045

Fund

(Investor

Class),

Retirement

2045

Fund–Advisor

Class

(Advisor

Class),

Retirement

2045

Fund–R

Class

(R

Class)

and

Retirement

2045

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

2045

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.

Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense.

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,

2024,

the

fund

realized

$108,630,000 of

net

gain

on

$322,199,000

of

in-kind

redemptions.

Capital

Transactions

 Each

investor’s

interest

in

the

net

assets

of the

fund

is

represented

by

fund

shares. The

fund’s

net

asset

value

(NAV)

per

share

is

computed

at

the

close

of

the

New

York

Stock

Exchange

(NYSE),

normally

4

p.m.

ET,

each

day

the

NYSE

is

open

for

business.

However,

the

NAV

per

share

may

be

calculated

at

a

time

other

than

the

normal

close

of

the

NYSE

if

trading

T.

ROWE

PRICE

Retirement

2045

Fund

21

on

the

NYSE

is

restricted,

if

the

NYSE

closes

earlier,

or

as

may

be

permitted

by

the

SEC.

Purchases

and

redemptions

of

fund

shares

are

transacted

at

the

next-computed

NAV

per

share,

after

receipt

of

the

transaction

order

by

T.

Rowe

Price

Associates,

Inc.,

or

its

agents.

Indemnification

 In

the

normal

course

of

business,

the fund

may

provide

indemnification

in

connection

with

its

officers

and

directors,

service

providers

and/or

private

company

investments. The

fund’s

maximum

exposure

under

these

arrangements

is

unknown;

however,

the

risk

of

material

loss

is

currently

considered

to

be

remote.

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

generally

are

traded

in

the

over-the-counter

(OTC)

market

and

are

valued

at

prices

furnished

by

independent

pricing

services

or

by

broker

dealers

who

make

markets

in

such

securities.

When

valuing

securities,

the

independent

pricing

services

consider

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

2045

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,

2024

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

T.

ROWE

PRICE

Retirement

2045

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.

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.

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

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Bond

Mutual

Funds

$

425,408‌

$

—‌

$

—‌

$

425,408‌

Equity

Mutual

Funds

16,101,285‌

—‌

—‌

16,101,285‌

Other

Mutual

Funds

1,968‌

—‌

—‌

1,968‌

Short-Term

Investments

177,818‌

24,836‌

—‌

202,654‌

Total

Securities

16,706,479‌

24,836‌

—‌

16,731,315‌

Futures

Contracts*

292‌

—‌

—‌

292‌

Total

$

16,706,771‌

$

24,836‌

$

—‌

$

16,731,607‌

Liabilities

Futures

Contracts*

$

839‌

$

—‌

$

—‌

$

839‌

*

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

2045

Fund

24

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

futures

contracts

held

as

of

May

31,

2024,

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 futures

recognized

in

fund

earnings

during

the

year ended

May

31,

2024,

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

Equity

derivatives

Futures

$

292‌

*

Total

$

292‌

*

Liabilities

Equity

derivatives

Futures

$

839‌

Total

$

839‌

*

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)

Equity

derivatives

$

4,061‌

Total

$

4,061‌

Change

in

Unrealized

Gain

(Loss)

Equity

derivatives

$

(812‌)

Total

$

(812‌)

T.

ROWE

PRICE

Retirement

2045

Fund

25

Counterparty

Risk

and

Collateral

 The fund

invests

in

exchange-

traded

futures.

Counterparty

risk

on

such

derivatives

is

minimal

because

the

clearinghouse

provides

protection

against

counterparty

defaults.

For

futures,

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

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,

2024,

securities

valued

at $2,500,000

had

been

posted

by

the

fund

for

exchange-traded derivatives.

Futures

Contracts

 A

futures

contract

provides

for

the

future

sale

by

one

party

and

purchase

by

another

of

a

specified

amount

of

a

specific

underlying

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

potential

losses

in

excess

of

the

fund’s

initial

investment.

During

the

year ended

May

31,

2024,

the

volume

of

the

fund’s

activity

in

futures,

based

on

underlying

notional

amounts,

was

generally

less

than

1%

of

net

assets.

T.

ROWE

PRICE

Retirement

2045

Fund

26

NOTE

4

-

INVESTMENTS

IN

UNDERLYING

PRICE

FUNDS

Purchases

and

sales

of

the

underlying

Price

Funds

other

than

in-kind

transactions,

if

any,

during

the

year

ended

May

31,

2024,

aggregated

$2,932,843,000

and

$2,474,016,000,

respectively.

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

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,

the

character

of

distributions

from

the

underlying

Price

Funds

and

other

permanent

adjustments

related

to

the

merger.

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

($000s)

May

31,

2024

May

31,

2023

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

110,545‌

$

92,606‌

Long-term

capital

gain

208,741‌

410,584‌

Total

distributions

$

319,286‌

$

503,190‌

T.

ROWE

PRICE

Retirement

2045

Fund

27

At

May

31,

2024,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were as

follows:

At

May

31,

2024,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

Temporary

differences

between

book-basis

and

tax-basis

components

of

total

distributable

earnings

(loss)

arise

when

certain

items

of

income,

gain,

or

loss

are

recognized

in

different

periods

for

financial

statement

purposes

versus

for

tax

purposes;

these

differences

will

reverse

in

a

subsequent

reporting

period.

The

temporary

differences

relate

primarily

to

the

deferral

of

losses

from

wash

sales.

The

loss

carryforwards

and

deferrals

primarily

relate

to

late-year

ordinary

loss

deferrals

and

straddle

deferrals.

The

fund

has

elected

to

defer

certain

losses

to

the

first

day

of

the

following

fiscal

year

for

late-year

ordinary

loss

deferrals.

NOTE

6

-

ACQUISITION

On

February

20,

2024,

the

fund

acquired

substantially

all

of

the

assets

of

the

T.

Rowe

Price

Retirement

I 2045 Fund

(the

acquired

fund),

pursuant

to

the

Agreement

and

Plan

of

Reorganization

dated

June

26,

2023.

The

acquired

fund

had

the

same

investment

objectives,

investment

strategies

and

policies,

investment

glide

paths,

and

eligible

underlying

Price

Funds

as

the

fund.

The

acquired

fund

was

available

only

to

institutional

investors

and

required

an

initial

investment

of

$500,000;

the

same

as

the

fund’s

I

Class

investment

minimum.

In

addition,

management

fee

of

the

acquired

fund

and

the

fund’s

($000s)

Cost

of

investments

$

13,190,628‌

Unrealized

appreciation

$

3,852,997‌

Unrealized

depreciation

(312,310‌)

Net

unrealized

appreciation

(depreciation)

$

3,540,687‌

($000s)

Undistributed

long-term

capital

gain

$

92,475‌

Net

unrealized

appreciation

(depreciation)

3,540,687‌

Loss

carryforwards

and

deferrals

(41,412‌)

Total

distributable

earnings

(loss)

$

3,591,750‌

T.

ROWE

PRICE

Retirement

2045

Fund

28

I

Class

was

the

same.

Accordingly,

it

no

longer

made

sense

to

offer

both

funds.

The

Boards

of

the

acquired

fund

and

the

fund

approved

the

reorganization,

and

the

acquired

fund’s

Board

approved

the

liquidation

and

dissolution

of

the

acquired

fund.

The

acquisition

was

accomplished

by

a

tax-free

exchange

of

363,320,310

shares

of

the

fund’s

I

Class

with

a

value

of

$7,451,694,000

for

all

443,751,649

shares

of

the

acquired

fund

then

outstanding,

with

the

same

value.

The

exchange

was

based

on

values

at

the

close

of

the

NYSE

on

the

immediately

preceding

business

day,

February

16,

2024.

The

net

assets

of

the

acquired

fund

at

that

date

included

$921,068,000

of

unrealized

appreciation.

Assets

of

the

acquired

fund,

including

securities

of

$7,451,075,000,

receivables

and

other

assets

of

$619,000,

were

combined

with

those

of

the

fund,

resulting

in

aggregate

net

assets

of

$15,848,742,000 

assets

received,

an

immediately

after

the

acquisition.

The

net

shares

issued

by

the

fund

were

recorded

at

fair

value;

however,

for

financial

reporting

purposes,

the

historical

cost

basis

of

the

investments

received

from

the

acquired

fund

will

be

carried

forward

to

align

ongoing

reporting

of

the

fund’s

realized

and

unrealized

gains

and

losses

with

amounts

distributable

to

shareholders

for

tax

purposes.

Pro

forma

results

of

operations

of

the

combined

entity

for

the

entire

year ended May

31,

2024,

as

though

the

acquisition

had

occurred

as

of

the

beginning

of

the

year

(rather

than

on

the

actual

acquisition

date),

are

as

follows:

Because

the

combined

investment

portfolios

have

been

managed

as

a

single

portfolio

since

the

acquisition

was

completed,

it

is

not

practicable

to

separate

the

amounts

of

revenue

and

earnings

of

the

acquired

fund

that

have

been

included

in

the

fund’s

accompanying

Statement

of

Operations

since

February

20,

2024.

($000s)

Net

investment

income

$

193,265‌

Net

realized

gain

(loss)

429,718‌

Change

in

net

unrealized

gain/loss

2,509,754‌

Increase

(decrease)

in

net

assets

from

operations

$

3,132,737‌

T.

ROWE

PRICE

Retirement

2045

Fund

29

NOTE

7

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

Price

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

all-inclusive

annual

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

all-inclusive

management

fee

covers

investment

management

services

and

all

of

the

fund’s

operating

expenses

except

for

interest

expense;

expenses

related

to

borrowings,

taxes,

and

brokerage;

nonrecurring,

extraordinary

expenses;

acquired

fund

fees

and

expenses;

and

any

12b-1

fees

applicable

to

a

class.

Differences

in

the

all-inclusive

fees

between

certain

classes

relate

to

differences

in

expected

shareholder

servicing

expenses.

At

May

31,

2024,

the

effective

all-inclusive

management

fee

rate

was

0.62%

for

the

Investor

Class,

Advisor

Class,

and

R

Class

and

0.44%

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

all-inclusive

fee

arrangement

under

the

investment

management

and

administrative

agreement,

expenses

incurred

by

the

fund

pursuant

to

these

service

agreements

are

paid

by

Price

Associates.

T.

Rowe

Price

Investment

Services,

Inc.

(Investment

Services)

serves

as

distributor

to

the

fund.

Pursuant

to

an

underwriting

agreement,

no

compensation

for

any

distribution

services

provided

is

paid

to

Investment

Services

by

the

fund

(except

for

12b-1

fees

under

a

Board-approved

Rule

12b-1

plan).

T.

ROWE

PRICE

Retirement

2045

Fund

30

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,

2024,

the

fund

held

less

than

25%

of

the

outstanding

shares

of

any

underlying

Price

Fund. 

NOTE

8

-

OTHER

MATTERS

Unpredictable

environmental,

political,

social

and

economic

events,

including

but

not

limited

to,

environmental

or

natural

disasters,

war

and

conflict

(including

Russia’s

military

invasion

of

Ukraine

and

the

conflict

in

Israel,

Gaza

and

surrounding

areas),

terrorism,

geopolitical

developments

(including

trading

and

tariff

arrangements,

sanctions

and

cybersecurity

attacks),

and

public

health

epidemics

(including

the

global

outbreak

of

COVID-19)

and

similar

public

health

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.

Management

actively

monitors

the

risks

and

financial

impacts

arising

from

such

events. 

T.

ROWE

PRICE

Retirement

2045

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

2045

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

2045

Fund

(one

of

the

funds

constituting

T.

Rowe

Price

Retirement

Funds,

Inc.,

referred

to

hereafter

as

the

"Fund")

as

of

May

31,

2024,

the

related

statement

of

operations

for

the

year

ended

May

31,

2024,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

May

31,

2024,

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,

2024,

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,

2024

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

2045

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,

2024

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

18,

2024

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

(continued)

T.

ROWE

PRICE

Retirement

2045

Fund

33

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 5/31/24

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:

$15,095,000

from

short-term

capital

gains 

$271,939,000

from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%

For

taxable

non-corporate

shareholders,

$113,475,000

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,

$59,248,000

of

the

fund's

income

qualifies

for

the

dividends-received

deduction. 

The

fund

will

pass

through

foreign

source

income

of

$38,270,000

and

foreign

taxes

paid

of

$4,154,000.

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,

$1,706,000

of

the

fund's

income

qualifies

as

qualified

real

estate

investment

trust

(REIT)

dividends.

Tax Information (Unaudited)

for

the

Acquired

Fund

for

the

tax

year

ended

2/16/24  

The

amounts

disclosed

below

relate

to

the

acquired

fund,

T.

Rowe

Price

Retirement

I

2045 Fund,

for

the

tax

year

ended

February

16,

2024

(Note

6

-

Acquisition).

The

fund's

distributions

to

shareholders

included

$212,698,000

from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

For

taxable

non-corporate

shareholders,

$115,963,000

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,

$60,143,000

of

the

fund's

income

qualifies

for

the

dividends-received

deduction. 

The

fund

will

pass

through

foreign

source

income

of

$45,257,000

and

foreign

taxes

paid

of

$4,286,000. 

T.

ROWE

PRICE

Retirement

2045

Fund

34

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,

$2,022,000

of

the

fund's

income

qualifies

as

qualified

real

estate

investment

trust

(REIT)

dividends.

T.

ROWE

PRICE

Retirement

2045

Fund

35

Approvals

of

Investment

Management

Agreements

Each year,

the

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,

2024

(Meeting),

the

Board,

including

all

of

the

funds’

independent

directors

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.

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

funds

by

the

Adviser.

These

services

included,

but

were

not

limited

to,

directing

the

funds’

investments

in

accordance

with

their

investment

programs

and

the

overall

management

of

the

funds’

portfolios,

as

well

as

a

variety

of

related

activities

such

as

financial,

investment

operations,

and

administrative

services;

compliance;

maintaining

the

funds’

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

funds,

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

2045

Fund

36

Investment

Performance

of

the

Funds

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

peer

groups

of

funds

with

similar

investment

programs

for

various

periods

through

December

31,

2023.

Additionally,

the

Board

reviewed

each

fund’s

relative

performance

information

as

of

September

30,

2023,

which

ranked

the

returns

of

the

fund’s

Investor

Class

for

various

periods

against

a

universe

of

funds

with

similar

investment

programs

selected

by

Broadridge,

an

independent

provider

of

mutual

fund

data.

In

the

course

of

its

deliberations,

the

Board

considered

performance

information

provided

throughout

the

year

and

in

connection

with

the

Advisory

Contracts’

review

at

the

Meeting,

as

well

as

information

provided

during

investment

review

meetings

conducted

with

portfolio

managers

and

senior

investment

personnel

during

the

course

of

the

year

regarding

the

funds’

performance.

The

Board

also

considered

relevant

factors,

such

as

overall

market

conditions

and

trends

that

could

adversely

impact

each

fund’s

performance,

the

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

the

funds’

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

Contracts

and

other

direct

and

indirect

benefits

that

the

Adviser

(and

its

affiliates)

may

have

realized

from

its

relationship

with

the

funds.

In

considering

soft-dollar

arrangements

pursuant

to

which

research

may

be

received

from

broker-dealers

that

execute

the

funds’

portfolio

transactions,

the

Board

noted

that

during

2023

the

Adviser

paid

the

costs

of

research

services

for

all

client

accounts

that

it

advises,

including

the

T.

Rowe

Price

funds.

However,

effective

January

1,

2024,

the

Adviser

will

begin

using

brokerage

commissions

in

connection

with

certain

T.

Rowe

Price

funds’

securities

transactions

to

pay

for

research

when

permissible.

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

(other

than

the

Retirement

2065

Fund),

and

the

Board

concluded

that

the

Adviser’s

profits

were

reasonable

in

light

of

the

services

provided

to

the

funds.

While

the

Board

did

not

review

information

regarding

profits

realized

from

managing

Approvals

of

Investment

Management

Agreements

(CONTINUED)

T.

ROWE

PRICE

Retirement

2045

Fund

37

the

Retirement

2065

Fund

in

particular

because

the

fund

had

either

not

achieved

sufficient

portfolio

asset

size

or

not

recognized

sufficient

revenues

to

produce

meaningful

profit

margin

percentages,

the

Board

concluded

that

the

Adviser’s

profits

were

reasonable

in

light

of

the

overall

services

provided

to

the

T.

Rowe

Price

funds.

The Board

also

considered

whether

the

funds

benefit

under

the

fee

levels

set

forth

in

the

Advisory

Contracts

or

otherwise

from

any

economies

of

scale

realized

by

the

Adviser.

Under

each

fund’s

Advisory

Contract,

the

fund

pays

the

Adviser

an

all-

inclusive

management

fee,

which

is

based

on

the

fund’s

average

daily

net

assets.

The

all-inclusive

management

fee

includes

investment

management

services

and

provides

for

the

Adviser

to

pay

all

of

the

fund’s

ordinary,

recurring

operating

expenses

except

for

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

nonrecurring,

extraordinary

expenses;

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

management

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

management

fee

rate

at

levels

below

the

expense

ratios

of

comparable

funds

to

take

into

account

potential

future

economies

of

scale.

The

all-inclusive

management

fee

structure

also

provides

greater

flexibility

to

make

investment

changes,

including

underlying

fund

changes,

while

maintaining

a

certain

expense

ratio

for

investors.

In

addition,

the

Board

noted

that

the

funds

potentially

share

in

indirect

economies

of

scale

through

the

Adviser’s

ongoing

investments

in

its

business

in

support

of

the

T.

Rowe

Price

funds,

including

investments

in

trading

systems,

technology,

and

regulatory

support

enhancements,

and

the

ability

to

possibly

negotiate

lower

fee

arrangements

with

third-party

service

providers.

The

Board

concluded

that

the

advisory

fee

structure

for

the

funds

provide

for

a

reasonable

sharing

of

benefits

from

any

economies

of

scale

with

the

funds’

investors.

Fees

and

Expenses

The Board

was

provided

with

information

regarding

industry

trends

in

management

fees

and

expenses.

Among

other

things,

the

Board

reviewed

data

for

peer

groups

that

were

compiled

by

Broadridge,

which

compared:

(i)

contractual

management

fees,

actual

management

fees,

nonmanagement

expenses,

and

total

expenses

of

the

Investor

Class

of

each

fund

with

a

group

of

competitor

funds

selected

by

Approvals

of

Investment

Management

Agreements

(CONTINUED)

T.

ROWE

PRICE

Retirement

2045

Fund

38

Broadridge

(Investor

Class

Expense

Group);

(ii)

actual

management

fees

and

total

expenses

of

the

Advisor

Class

of

each

fund

with

a

group

of

competitor

funds

selected

by

Broadridge

(Advisor

Class

Expense

Group);

and

(iii)

actual

management

fees,

nonmanagement

expenses,

and

total

expenses

of

the

Investor

Class

of

each

fund

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

(all

of

which

generally

reflect

the

all-inclusive

management

fee

rate

applicable

to

that

fund

and

do

not

deduct

the

operating

expenses

paid

by

the

Adviser

as

part

of

the

overall

management

fee)

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,

where

applicable,

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.

There

were

certain

funds

that

did

not

have

a

sufficient

number

of

funds

in

their

peer

group

to

rank

within

quintiles.

The

information

provided

to

the

Board

indicated

that

each

fund’s

contractual

management

fees,

actual

management

fees,

and

total

expenses

ranked

as follows:

Approvals

of

Investment

Management

Agreements

(CONTINUED)

T.

ROWE

PRICE

Retirement

2045

Fund

39

Fund

Contractual

Management

Fees

Actual

Management

Fees

Total

Expenses

Retirement

2005

Fund

Third

out

of

three

funds

(Investor

Class

Expense

Group)

Fourth

out

of

four

funds

(Investor

Class

Expense

Group),

third

out

of

three

funds

(Advisor

Class

Expense

Group),

and

fifth

quintile

(Expense

Universe)

Third

out

of

four

funds

(Investor

Class

Expense

Group),

first

out

of

three

funds

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Retirement

2010

Fund

Third

out

of

three

funds

(Investor

Class

Expense

Group)

Third

out

of

four

funds

(Investor

Class

Expense

Group),

second

out

of

three

funds

(Advisor

Class

Expense

Group),

and

fifth

quintile

(Expense

Universe)

Second

out

of

four

funds

(Investor

Class

Expense

Group),

first

out

of

three

funds

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Retirement

2015

Fund

Second

out

of

three

funds

(Investor

Class

Expense

Group)

Third

out

of

four

funds

(Investor

Class

Expense

Group),

second

out

of

three

funds

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Second

out

of

four

funds

(Investor

Class

Expense

Group),

first

out

of

three

funds

(Advisor

Class

Expense

Group),

and

third

quintile

(Expense

Universe)

Retirement

2020

Fund

Third

out

of

four

funds

(Investor

Class

Expense

Group)

Fourth

quintile

(Investor

Class

Expense

Group),

fourth

out

of

five

funds

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Second

quintile

(Investor

Class

Expense

Group),

first

out

of

five

funds

(Advisor

Class

Expense

Group),

and

third

quintile

(Expense

Universe)

Retirement

2025

Fund

Third

quintile      

(Investor

Class

Expense

Group)

Fourth

quintile

(Investor

Class

Expense

Group),

fourth

quintile

(Advisor

Class

Expense

Group),

and

fifth

quintile

(Expense

Universe)

Second

quintile

(Investor

Class

Expense

Group),

first

quintile

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Approvals

of

Investment

Management

Agreements

(CONTINUED)

T.

ROWE

PRICE

Retirement

2045

Fund

40

Fund

Contractual

Management

Fees

Actual

Management

Fees

Total

Expenses

Retirement

2030

Fund

Third

quintile

(Investor

Class

Expense

Group)  

Fourth

quintile

(Investor

Class

Expense

Group),

fourth

quintile

(Advisor

Class

Expense

Group),

and

fifth

quintile

(Expense

Universe)

Second

quintile

(Investor

Class

Expense

Group),

first

quintile

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Retirement

2035

Fund

Third

quintile

(Investor

Class

Expense

Group)

Fourth

quintile

(Investor

Class

Expense

Group),

fourth

quintile

(Advisor

Class

Expense

Group),

and

fifth

quintile

(Expense

Universe)

Second

quintile

(Investor

Class

Expense

Group),

first

quintile

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Retirement

2040

Fund

Third

quintile

(Investor

Class

Expense

Group)

Fourth

quintile

(Investor

Class

Expense

Group),

fourth

quintile

(Advisor

Class

Expense

Group),

and

fifth

quintile

(Expense

Universe)

Third

quintile

(Investor

Class

Expense

Group),

first

quintile

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Retirement

2045

Fund

Third

quintile

(Investor

Class

Expense

Group)

Fourth

quintile

(Investor

Class

Expense

Group),

fourth

quintile

(Advisor

Class

Expense

Group),

and

fifth

quintile

(Expense

Universe)

Third

quintile

(Investor

Class

Expense

Group),

first

quintile

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Retirement

2050

Fund

Third

quintile

(Investor

Class

Expense

Group)

Fourth

quintile

(Investor

Class

Expense

Group),

fourth

quintile

(Advisor

Class

Expense

Group),

and

fifth

quintile

(Expense

Universe)

Third

quintile

(Investor

Class

Expense

Group),

first

quintile

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Approvals

of

Investment

Management

Agreements

(CONTINUED)

T.

ROWE

PRICE

Retirement

2045

Fund

41

The

Board

also

reviewed

the

fee

schedules

for

other

investment

portfolios

with

similar

mandates

that

are

advised

or

subadvised

by

the

Adviser

and

its

affiliates,

including

separately

managed

accounts

for

institutional

and

individual

investors;

subadvised

funds;

and

other

sponsored

investment

portfolios,

including

collective

investment

trusts

and

pooled

vehicles

organized

and

offered

to

investors

outside

the

United

States.

Management

provided

the

Board

with

information

about

the

Adviser’s

responsibilities

and

services

provided

to

subadvisory

and

other

institutional

account

clients,

including

information

about

how

the

requirements

and

economics

of

the

institutional

business

are

fundamentally

different

from

those

of

Fund

Contractual

Management

Fees

Actual

Management

Fees

Total

Expenses

Retirement

2055

Fund

Third

quintile

(Investor

Class

Expense

Group)

Fourth

quintile

(Investor

Class

Expense

Group),

fourth

quintile

(Advisor

Class

Expense

Group),

and

fifth

quintile

(Expense

Universe)

Third

quintile

(Investor

Class

Expense

Group),

first

quintile

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Retirement

2060

Fund

Third

quintile

(Investor

Class

Expense

Group)

Fourth

quintile

(Investor

Class

Expense

Group),

fourth

quintile

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Third

quintile

(Investor

Class

Expense

Group),

first

quintile

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Retirement

2065

Fund

Third

out

of

five

funds

(Investor

Class

Expense

Group)

Fourth

quintile

(Investor

Class

Expense

Group),

third

quintile

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Third

quintile

(Investor

Class

Expense

Group),

first

quintile

(Advisor

Class

Expense

Group),

and

fourth

quintile

(Expense

Universe)

Retirement

Balanced

Fund

Fourth

out

of

five

funds

(Investor

Class

Expense

Group)

Fifth

quintile

(Investor

Class

Expense

Group),

fifth

quintile

(Advisor

Class

Expense

Group),

and

fifth

quintile

(Expense

Universe)

Third

quintile

(Investor

Class

Expense

Group),

first

quintile

(Advisor

Class

Expense

Group),

and

third

quintile

(Expense

Universe)

Approvals

of

Investment

Management

Agreements

(CONTINUED)

T.

ROWE

PRICE

Retirement

2045

Fund

42

the

proprietary

mutual

fund

business.

The

Board

considered

information

showing

that

the

Adviser’s

mutual

fund

business

is

generally

more

complex

from

a

business

and

compliance

perspective

than

its

institutional

account

business

and

considered

various

relevant

factors,

such

as

the

broader

scope

of

operations

and

oversight,

more

extensive

shareholder

communication

infrastructure,

greater

asset

flows,

heightened

business

risks,

and

differences

in

applicable

laws

and

regulations

associated

with

the

Adviser’s

proprietary

mutual

fund

business.

In

assessing

the

reasonableness

of

each

fund’s

management

fee

rate,

the

Board

considered

the

differences

in

the

nature

of

the

services

required

for

the

Adviser

to

manage

its

mutual

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

funds

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

funds

under

the

Advisory

Contracts

are

reasonable.

Approvals

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

funds

and

their

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)

100

East

Pratt

Street

Baltimore,

MD

21202

T.

Rowe

Price

Investment

Services,

Inc.

Call

1-800-225-5132

to

request

a

prospectus

or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

information

that

you

should

read

and

consider

carefully

before

investing.

F159-050

7/24

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 2045 Fund
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	July 18, 2024

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

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	July 18, 2024

By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	July 18, 2024