UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-04519

T. Rowe Price Capital Appreciation Fund, Inc.

(Exact name of registrant as specified in charter)

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: December 31

Date of reporting period: December 31, 2023

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Highlights

and

Market

Commentary

Management’s

Discussion

of

Fund

Performance

Performance

and

Expenses

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

December

31,

2023

Annual

Report

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

PRWCX

Capital

Appreciation

Fund

–

.

PACLX

Capital

Appreciation

Fund–

.

Advisor  Class

TRAIX

Capital

Appreciation

Fund–

.

I Class

T.

ROWE

PRICE

Capital

Appreciation

Fund

HIGHLIGHTS

Markets

were

dominated

by

two

main

themes

in

2023:

artificial

intelligence

and

a

complete

reversal

in

the

macroeconomic,

stock

market,

and

fixed

income

consensus.

Your

fund

returned

18.83%

as

compared

with

the

S&P

500

Index’s

26.29%

return.

The

fund

continued

to

deliver

strong,

risk-adjusted

returns,

generating

72%

of

the

S&P

500’s

return

while

taking

just

64%

of

the

index’s

risk

over

the

last

year.

Following

a

resurgent

year

for

equities,

cyclicals

are

no

longer

cheap,

and

the

macroeconomic

consensus

is

that

we

will

have

a

soft

landing

and

no

recession.

That

very

well

may

be

right,

but

given

where

valuations

are

for

cyclicals

and

the

market,

it

almost

has

to

be

in

order

for

stocks

and

cyclicals

to

continue

moving

higher

in

2024.

The

risk/reward

now

has

a

more

negative

skew

to

it.

We

see

pockets

of

value

in

cyclical

and

“growth

at

a

reasonable

price”

stocks,

as

well

as

in

the

utilities

sector,

in

high-quality

high

yield

debt

and

loans,

and

in

select

software,

health

care,

and

energy

names.

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

An

account

service

fee

will

be

charged

annually

for

each

T.

Rowe

Price

mutual

fund

account

unless

you

meet

criteria

for

a

fee

waiver.

Go

to

troweprice.com/personal-investing/help/fees-and-

minimums.html

to

learn

more

about

this

account

service

fee,

including

other

ways

to

waive

it.

T.

ROWE

PRICE

Capital

Appreciation

Fund

Management’s

Discussion

of

Fund

Performance

3

Fellow

Shareholders

Before

I

review

2023

and

provide

an

outlook

for

2024,

I

want

to

mention

that

this

will

be

the

last

shareholder

letter

I

write

in

the

current

format.

The

SEC

has

changed

its

requirements

for

fund

annual

reports

to

a

more

simplified

and

straightforward

format

that

will

be

adopted

in

mid-2024.

This

change

will

not

allow

for

a

longer-form

letter

such

as

this

to

be

accommodated

in

the

report.

While

I

expect

to

continue

writing

an

annual

shareholder

letter

in

future

years,

the

letter

will

be

more

focused

on

market

insights,

where

we

see

value

in

the

market,

and

the

short-

and

intermediate-term

outlook.

We

will

look

to

make

this

letter

available

separately,

outside

of

the

annual

report

format.

Over

the

years,

I

have

heard

from

many

long-term

shareholders

that

they

enjoy

reading

the

Capital

Appreciation

shareholder

letter,

and

I

would

not

want

to

take

that

away

from

them.

It

is

my

hope

that

with

a

less

formulaic

structure,

we

will

be

able

to

make

the

letters

even

better

in

the

future.

The

S&P

500

Index

generated

an

impressive

26.29%

total

return

after

declining

the

year

before.

However,

this

return

was

dominated

by

the

so-called

Magnificent

Seven

stocks

(AMZN,

GOOG,

AAPL,

META,

MSFT,

TSLA,

NVDA),

which

collectively

returned

76%

in

2023.

The

other

493

stocks

in

the

S&P

500

were

up

only

13.75%.

The

Bloomberg

U.S.

Aggregate

Bond

Index

delivered

a

reasonable

5.53%

return

that

was

very

second-half

weighted

as

the

10-year

Treasury

started

the

year

at

3.88%,

peaked

at

4.99%

in

the

fall,

and

then

fell

back

sharply

to

3.88%

to

end

the

year

exactly

where

it

started.

The

year

2023

was

dominated

by

two

main

themes

that

I

will

discuss

in

detail:

artificial

intelligence

(AI)

and

a

complete

reversal

in

the

macroeconomic,

stock

market,

and

fixed

income

consensus.

The

first

point

to

make

with

regard

to

artificial

intelligence

is

that

we

are

still

very

early

in

the

adoption

process.

In

our

view,

one

of

the

best-positioned

companies

for

AI

is

Microsoft.

Microsoft

has

the

potential

to

benefit

from

its

Copilot

offerings

for

engineers

that

can

make

them

up

to

55%

more

productive;

its

cloud

services

as

AI

accelerates

cloud

adoption;

and

its

Microsoft

365

Copilot,

which

has

the

potential

to

make

white-collar

workers

much

more

efficient

in

their

day-to-day

work.

However,

even

Microsoft,

which

is

well

ahead

of

all

its

software

and

cloud

computing

peers

in

AI,

is

only

projecting

$2.5

billion–$5

billion

of

incremental

AI-related

revenues

in

fiscal

year

2025

(1%–2%

incremental

revenues).

Almost

all

of

the

executive

survey

work

we

see

says

that

the

Fortune

1000

is

in

the

early

days

of

implementing

AI

and

that

companies

are

mostly

trying

to

figure

out

use

cases

and

beta

testing,

and/or

trying

to

determine

the

return

on

investment.

All

the

datapoints

right

now

say

that

we

are

really

early

days

here,

with

big

change

unlikely

before

2025–2026.

T.

ROWE

PRICE

Capital

Appreciation

Fund

4

However,

though

we

are

still

in

the

early

days,

the

early

evidence

and

theoretical

use

cases

for

AI

have

the

potential

to

transform

society,

increase

productivity,

accelerate

GDP

growth,

lower

inflationary

pressures,

catalyze

above-trend

earnings

growth

in

certain

sectors

and,

unfortunately,

increase

the

structural

rate

of

unemployment

in

the

developed

world.

We

already

have

one

very

tangible

case

of

AI

today

that

looks

to

be

generating

exceptional

returns.

GitHub

Copilot

for

Business

is

generating

up

to

55%

productivity

gains

for

computer

programmers.

According

to

the

U.S.

Bureau

of

Labor

Statistics,

the

average

computer

programmer

is

paid

around

$103,000

per

year

before

benefits.

If

we

assume

that

computer

programmers

spend

50%

of

their

time

actually

programming,

then

this

means

that

GitHub—at

an

annual

cost

of

$228—can

reduce

the

number

of

programmers

a

firm

needs

by

around

a

quarter.

For

a

company

with

100

programmers

making

$10.3

million

collectively,

the

company

could

save

$2.575

million

by

firing

25

of

them

and

then

paying

$228

a

year

apiece

for

the

75

who

remain

($17,100

cost)!

And

that

is

just

today.

What

happens

in

five

years

when

the

technology

is

better?

What

if

GitHub

Copilot

makes

programmers

100%

more

productive?

Basically,

we

have

just

one

early

data

point,

but

it

looks

really

positive.

Beyond

computer

programming,

other

areas

that

stand

out

as

ripe

for

disruption

include

customer

service,

accounting,

public

relations,

behavioral

medicine,

secretarial

work,

journalism,

and

entertainment,

just

to

name

a

few.

It

is

highly

unlikely

that

in

three

to

four

years,

when

you

go

through

a

drive-

through

at

Taco

Bell

or

KFC,

you

will

be

giving

your

order

to

a

human.

There

are

so

many

white-collar

jobs,

including

being

an

investment

analyst,

that

dedicate

a

significant

amount

of

time

to

data

retrieval

and

communication.

If

data

retrieval

through

AI

is

made

much

easier

and

if

internal

communication

rough

drafts

(Outlook,

PowerPoint)

can

be

created

by

AI,

the

productivity

gains

in

many

white-collar

professions

will

be

monumental.

Unfortunately,

if

white-collar

workers

are

20%–30%

more

productive

in

five

to

10

years,

we

are

unlikely

to

need

as

many

white-collar

workers

as

we

have

today.

From

a

societal

perspective,

we

will

have

to

figure

out

how

we

deal

with

this.

Is

this

a

situation

where

we

see

a

modest,

moderate,

or

major

upward

shift

in

the

unemployment

rate

in

five

or

10

years?

I

do

not

know,

but

based

on

the

early

evidence

and

the

number

of

professions

negatively

impacted,

I

think

as

we

look

out

five

to

10

years,

it

is

more

likely

to

be

moderate

to

major

than

modest.

Looking

beyond

AI,

we

are

seeing

other

systemic

shifts

that

will

likely

further

put

downward

pressure

on

employment

as

utilities

shift

from

coal

and

gas

(lots

of

people)

to

wind

and

solar

(few

people),

electronic

vehicles

require

30%–40%

less

labor

than

conventional

internal

combustion

vehicles,

and

advances

in

autonomous

driving

and

trucking

reduce

demand

for

drivers

(although

later

in

the

decade

and

more

in

2030s).

The

result

of

this

would

likely

be

slower

T.

ROWE

PRICE

Capital

Appreciation

Fund

5

wage

growth

than

we

have

seen

over

the

last

decade,

low

inflation

as

AI

is

inherently

deflationary,

higher

profit

margins

for

companies

that

benefit

from

AI

on

the

cost

side,

faster

GDP

growth

enabled

by

AI-fueled

productivity,

and

a

structurally

higher

unemployment

rate.

Now

the

question

is:

Who

are

the

big

winners

of

AI?

In

2023,

the

market

voted

that

growth

companies

will

benefit

(many

non-AI

growth

stocks

were

dragged

higher),

and,

in

particular,

the

biggest

beneficiary

will

be

NVIDIA.

NVIDIA

manufactures

GPUs

that

enable

AI

applications

and

has

a

virtual

monopoly

on

those

systems

and

semiconductors.

NVIDIA’s

earnings

will

likely

explode

from

$3

in

FY23

(ending

January

2023)

to

$23+

in

FY25.

NVIDIA

is

perceived

today

to

be

a

pure

play

on

the

growth

of

AI

and

was

the

best-performing

stock

of

the

Magnificent

Seven

in

2023.

While

we

own

NVIDIA

in

your

fund,

there

are

still

a

lot

of

unknowns

about

how

AI

will

play

out

for

NVIDIA

over

the

next

five

to

10

years.

We

have

spent

countless

hours

trying

to

get

to

the

bottom

of

these

questions,

with

limited

success.

These

questions

include:

(1)

What

will

be

NVIDIA’s

share

of

GPUs

over

the

next

decade?

Today

it

is

close

to

100%.

Do

competitors

and

custom

silicone

(chips

from

the

cloud

providers)

displace

a

modest,

moderate,

or

large

part

of

NVIDIA’s

GPU

chips

between

now

and

2030?

(2)

As

we

move

from

training

large

models

with

as

many

as

12

trillion

inputs

to

training

smaller

models

and

doing

more

inferencing,

can

we

do

more

of

this

on

CPUs,

which

are

much

lower

cost

than

NVIDIA’s

GPUs?

(3)

How

much

do

NVIDIA’s

margins

need

to

come

down

over

time

as

new

competition

comes

into

the

market?

(4)

What

will

be

the

size

of

the

GPU

market

in

2030?

While

we

own

NVIDIA

today,

the

range

of

potential

outcomes

is

quite

large,

and

it

is

not

the

best

risk-adjusted

way

to

play

AI

from

here,

in

our

view.

Where

we

are

making

our

bet

on

AI

is

really

in

two

areas:

software

and

cloud

computing.

With

these,

the

range

of

outcomes

is

skewed

very

positively,

we

think

risk-adjusted

returns

look

very

good,

and

valuations

are

still

very

reasonable.

If

you

go

back

to

the

value

proposition

of

AI

at

its

core,

it

is

a

software-for-

labor

arbitrage

that

we

think

has

the

potential

to

generate

meaningfully

positive

returns

on

investment

for

corporations.

Software

companies

will

be

the

AI

arms

dealers

to

corporates

and

really

start

to

benefit

on

the

topline

in

2025

and

beyond.

Today,

we

are

very

overweight

software

companies,

including

Microsoft,

Roper

Technologies,

Intuit,

PTC,

and

Salesforce.

All

have

strong

management

teams

with

the

potential

to

moderately

accelerate

their

organic

T.

ROWE

PRICE

Capital

Appreciation

Fund

6

growth

by

providing

AI

solutions

to

their

customers.

Software

companies

are

also

uniquely

positioned

to

benefit

from

AI

on

the

cost

side

of

the

equation.

In

our

view,

a

reasonably

large

part

of

their

cost

base

is

made

of

computer

programmers,

and,

if

you

remember

just

a

few

paragraphs

back,

GitHub

Copilot

and

other

competing

services

have

the

potential

to

drive

massive

productivity

here.

At

the

bare

minimum,

companies

are

not

going

to

need

to

grow

their

programmer

base

in

order

to

grow

the

topline

as

they

have

in

the

past.

A

more

likely

scenario

would

be

that

software

companies

reinvest

some

of

this

programmer

productivity

to

develop

incremental

revenue-generating

projects

and/or

drop

some

of

the

savings

to

the

bottom

line.

Software

companies

are

uniquely

positioned

to

benefit

from

AI

on

both

the

top

and

bottom

line.

And

importantly,

software

valuations

are

still

reasonable

as

the

benefits

from

AI

are

more

of

a

2025–26

story

than

2023–24.

The

other

sector

that

should

benefit

from

AI

is

cloud

computing.

Based

on

our

research,

we

believe

AI

is

going

to

be

a

catalyst

for

accelerating

workloads

to

the

cloud.

Having

all

of

your

data

in

one

place

with

access

to

off-the-shelf

AI

models

and

analytics

makes

a

ton

of

sense.

This

will

likely

benefit

Microsoft,

Amazon,

and

Alphabet,

whose

customers

are

also

the

largest

customers

of

NVIDIA.

If

the

bull

case

plays

out

for

NVIDIA,

the

revenue

of

these

cloud

providers

could

also

accelerate.

So,

if

NVIDIA

is

a

big

stock

from

here,

the

cloud

providers

could

also

be

big.

And

if

NVIDIA

is

not

a

great

stock,

it

is

very

possible

the

cloud

companies

still

can

be

good.

The

other

main

story

of

2023,

which

I

will

definitely

spend

less

time

on

here,

is

the

complete

reversal

of

the

macroeconomic,

stock

market,

and

fixed

income

market

consensus.

It

is

hard

to

believe,

but

12–18

months

ago,

almost

every

economist,

strategist,

investor,

and

CEO

seemed

to

think

that

we

were

destined

to

go

into

a

recession.

Now

today,

the

macroeconomic

consensus

is

that

we

will

have

a

soft

landing

and

no

recession.

That

very

well

may

be

right,

but

given

where

valuations

are

for

cyclicals

and

the

market,

it

almost

has

to

be

right

for

cyclicals

and

the

market

to

continue

moving

higher

in

2024.

The

risk/reward

now

has

a

more

negative

skew

to

it.

We

have

seen

a

similar

reversal

play

out

in

fixed

income,

although

to

a

lesser

degree.

The

consensus

view

early

in

the

year

was

that

inflation

was

going

to

stay

high

and

might

be

structurally

higher

than

in

the

past.

So

as

the

10-year

Treasury

approached

a

peak

of

4.99%,

we

were

buying

and

increased

our

fixed

income

allocation

in

your

fund

to

the

highest

level

(34%)

since

I

started

managing

the

fund

in

2006.

Now,

consensus

has

shifted

sharply

and

forward-

implied

CPI

rates

for

the

second

half

of

2024

are

right

around

2%.

T.

ROWE

PRICE

Capital

Appreciation

Fund

7

This

reversal

of

the

macroeconomic

consensus

is

not

an

anomaly

at

all.

At

the

beginning

of

2018,

people

were

bullish,

the

economy

looked

poised

for

another

strong

year,

valuations

were

high,

and

everyone

thought

rates

were

going

to

4%.

A

year

later,

the

market

was

down,

valuation

multiples

had

collapsed,

the

consensus

was

that

we

were

going

into

a

recession,

and

rates

were

lower.

Then

a

year

after

that,

the

market

was

up

in

the

high

20s,

valuations

rose

back

to

the

high

teens,

there

was

no

recession,

and

no

one

expected

one

in

2020.

Then

we

had

a

pandemic,

and

the

market

fell

35%

from

peak

to

trough

and

the

consensus

view

was

that

the

world

was

ending,

we

were

all

going

to

get

COVID,

vaccines

were

years

off,

and

you

should

own

nothing

with

any

cyclicality

or

leverage.

A

year

later,

the

market

was

up

massively

off

the

bottom—led

by

those

same

cyclical

stocks

that

were

now

back

in

favor.

At

the

end

of

2021,

growth

stocks

were

at

their

pinnacle

of

popularity.

At

the

end

of

2022,

growth

stocks

were

dead,

and

it

was

a

new

regime,

and

a

recession

was

inevitable.

At

the

end

of

2023,

growth

stocks

were

back

in

vogue,

and

the

consensus

was

for

a

soft

landing.

As

an

investor,

it

is

really

hard

to

invest

against

the

grain.

It

is

really

hard

to

buy

cyclicals

when

everyone

says

we

are

going

into

a

recession.

It

is

really

hard

to

buy

utilities

when

everyone

thinks

rates

are

going

higher.

It

is

really

hard

to

add

to

risk

assets

as

they

are

going

down

every

day.

However,

this

is

one

of

the

greatest

market

inefficiencies

that

we

can

exploit.

Time

and

time

again,

by

taking

a

longer

view

than

the

market,

by

focusing

on

trying

to

maximize

returns

over

the

next

five

years

as

opposed

to

the

next

five

minutes,

five

hours,

or

five

days,

we

have

created

and

can

continue

to

seek

to

create

differentiated

shareholder

value

by

investing

against

the

macroeconomic

consensus.

Before

we

discuss

fund

performance,

I

would

like

to

review

the

three

goals

of

the

Capital

Appreciation

Fund:

(1)

Generate

strong

risk-adjusted

returns

annually

(2)

Preserve

shareholder

capital

over

the

intermediate

term

(i.e.,

three

years)

PERFORMANCE

COMPARISON

Total

Return

Periods

Ended

12/31/23

6

Months

12

Months

Capital

Appreciation

Fund

–

.

6.76‌%

18.83‌%

Capital

Appreciation

Fund–

.

Advisor  Class

6.62‌

18.52‌

Capital

Appreciation

Fund–

.

I  Class

6.83‌

18.98‌

S&P

500

Index

8.04‌

26.29‌

Lipper

Mixed-Asset

Target

Allocation

Growth

Funds

Index

6.52‌

16.54‌

Morningstar

Moderate

Allocation

Average

5.76‌

13.51‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

8

(3)

Generate

equity-like

returns

with

less

risk

than

that

of

the

overall

market

over

a

full

market

cycle

(i.e.,

normally

five

years)

During

2023,

we

were

able

to

meaningfully

outperform

our

peers

and

barely

beat

the

S&P

500

on

a

risk-adjusted

basis.

This

is

the

16th

year

in

a

row

that

your

fund

outperformed

our

Morningstar

peers

and

the

16th

year

in

a

row

it

beat

the

S&P

500

on

a

risk-adjusted

basis.

For

the

year,

your

fund

grew

18.83%

as

compared

with

the

S&P

500’s

26.29%

return.

(

Past

performance

cannot

guarantee

future

results.

The

performance

of

the

Advisor

and

I

Class

shares

will

vary

due

to

their

different

fee

structures.)

Your

fund

outperformed

the

market

on

a

risk-adjusted

basis

over

this

period.

We

captured

72%

of

the

S&P

500’s

upside

while

taking

on

only

64%

of

the

market’s

risk.

We

arrive

at

this

risk

number

by

comparing

the

standard

deviation

of

the

S&P

500

(13.02)

with

that

of

the

fund

(8.36)

for

the

12-month

period.

Standard

deviation

measures

the

volatility

of

a

portfolio's

total

return.

In

general,

the

higher

the

standard

deviation,

the

greater

the

risk.

Using

a

more

academic

measure

of

the

fund’s

risk-adjusted

return,

your

fund

produced

a

Sharpe

ratio

of

1.6224

versus

1.6221

for

the

S&P

500.

The

Sharpe

ratio

measures

a

portfolio's

return

above

the

risk-free

Treasury

rate

(excess

return),

divided

by

the

amount

of

risk

taken

(measured

by

standard

deviation).

The

larger

the

Sharpe

ratio,

the

better

the

portfolio's

risk-adjusted

return.

In

addition,

on

a

two-year

basis,

including

the

negative

return

for

the

S&P

500

in

2022

and

the

positive

return

for

the

S&P

500

in

2023,

your

fund

outperformed

the

S&P

500

with

a

cumulative

return

of

4.64%

versus

the

S&P

500’s

return

of

3.42%.

As

for

our

second

goal—capital

preservation

over

the

intermediate

term—your

fund

generated

a

24.03%

cumulative

return

over

the

last

three

years.

As

for

our

final

goal—equity-like

returns

with

less

risk

than

the

market

over

a

full

market

cycle—your

fund

generated

an

82.62%

cumulative

return

over

the

last

five

years

versus

107.21%

for

the

S&P

500.

Based

on

annualized

returns

of

12.8%

for

your

fund

versus

15.69%

for

the

S&P

500,

your

fund

generated

82%

of

the

market’s

return

over

the

last

five

years

while

taking

on

68%

of

the

market’s

risk.

However,

since

the

current

portfolio

management

team

took

over

the

management

of

the

fund

in

June

2006,

the

fund

generated

97%

of

the

S&P

500’s

return

while

taking

only

69%

of

the

market’s

risk.

Since

June

2006

and

over

the

last

five

years,

these

returns

placed

your

fund

in

the

top

1%

of

our

Morningstar

peers.

T.

ROWE

PRICE

Capital

Appreciation

Fund

9

While

our

equities

underperformed

the

S&P

500

by

15

basis

points

(26.14%

versus

26.29%)

in

2023,

we

view

this

outcome

as

a

partial

victory,

as

our

investment

style

is

heavily

tilted

toward

“growth

at

a

reasonable

price”

(GARP)

investments

and

the

S&P

500’s

performance

was

heavily

driven

by

just

a

handful

of

growth

stocks.

Over

the

last

3-,

5-,

and

10-year

periods,

our

equities

outperformed

the

S&P

500

by

an

average

of

54,

236,

and

354

basis

points

annualized,

respectively.

While

our

equities

have

substantially

outperformed

the

market,

our

equities

have

also

been

less

risky

(from

a

beta

perspective)

than

the

market.

Our

fixed

income

investments

outperformed

the

Bloomberg

U.S.

Aggregate

Bond

Index

by

441

basis

points

(9.94%

versus

5.53%)

in

2023.

Your

fund’s

fixed

income

investments

vastly

outperformed

the

various

fixed

income

indexes

over

a

1-,

3-,

5-,

10-,

and

15-year

time

frames

on

a

risk-adjusted

basis.

We

believe

the

evidence

suggests

that

we

have

generated

excellent

risk-adjusted

returns

in

equities

and

fixed

income

over

the

last

15

years.

For

the

1-,

3-,

5-,

and

10-year

periods

ended

December

31,

2023,

we

outperformed

our

Lipper

and

Morningstar

peers

over

every

period,

and

in

2023,

we

were

ranked

in

the

9th

percentile

in

Morningstar

and

in

the

17th

percentile

in

Lipper.

Over

the

3-,

5-

and

10-year

periods,

we

were

in

the

4th

percentile

or

better

for

both

peer

groupings.

(Based

on

cumulative

total

return,

the

Capital

Appreciation

Fund

ranked

77

of

469,

13

of

457,

6

of

417,

and

2

of

339

funds

in

the

Lipper

mixed-asset

target

allocation

growth

funds

universe

for

the

1-,

3-,

5-,

and

10-year

periods

ended

December

31,

2023,

respectively.

Based

on

average

annual

total

return,

the

Capital

Appreciation

Fund

ranked

53

of

754,

11

of

700,

6

of

658,

and

2

of

493

fund

in

the

Morningstar

Moderate

Allocation

category

for

the

1-,

3-,

5-,

and

10-year

periods

ended

December

31,

2023,

respectively.

Results

may

vary

for

other

periods.

Past

performance

cannot

guarantee

future

results.

)

As

a

general

rule,

we

focus

much

more

on

trying

to

outperform

the

Morningstar

category

simply

because

the

equity

and

fixed

income

weights

in

this

index

are

much

more

similar

to

the

Capital

Appreciation

Fund’s

long-term

equity

and

fixed

income

weights.

The

Lipper

peers

have

a

larger

structural

allocation

to

equities,

and

in

a

year

like

2023

when

equity

markets

are

up

materially,

this

structurally

higher

overweight

in

Lipper

artificially

makes

Capital

Appreciation’s

performance

look

less

good

than

it

really

was.

T.

ROWE

PRICE

Capital

Appreciation

Fund

10

However,

let

us

reiterate

that

we

do

not

manage

your

fund

to

beat

these

benchmarks.

The

Capital

Appreciation

Fund

has

very

different

objectives

than

most

of

its

benchmark

peers.

It

is

a

unique

fund

with

a

clear

focus

on

strong

risk-adjusted

returns,

intermediate-term

capital

preservation,

and

long-term

capital

appreciation

that

does

not

fit

neatly

into

any

current

benchmark.

Within

the

equity

sleeve,

the

largest

positive

contributor

to

performance

versus

the

S&P

500

was

consumer

staples,

where

we

were

materially

underweight.

The

staples

sector

declined

4.56%

last

year,

while

the

S&P

500

grew

more

than

26%.

We

strongly

believe

that

consumer

staples

are

structurally

overvalued.

Staples

typically

grow

earnings

materially

slower

than

the

S&P

500,

have

long-term

secular

challenges

due

to

GLP-1s,

and

have

greater-than-appreciated

earnings

volatility

due

to

commodity

and

foreign

exchange

swings.

We

owned

just

one

staples

company,

Keurig

Dr.

Pepper,

and

it

moderately

outperformed

the

staples

group

in

2023.

AVERAGE

ANNUAL

PERFORMANCE

COMPARISON

Periods

Ended

12/31/23

1

Year

3

Years

5

Years

10

Years

Capital

Appreciation

Fund

–

.

18.83‌%

7.44‌%

12.80‌%

10.50‌%

S&P

500

Index

26.29‌

10.00‌

15.69‌

12.03‌

Lipper

Mixed-Asset

Target

Allocation

Growth

Funds

Index

16.54‌

4.10‌

9.75‌

7.16‌

Morningstar

Moderate

Allocation

Average

13.51‌

3.67‌

8.10‌

5.77‌

The

fund’s

expense

ratio

was

0.74%

as

of

its

fiscal

year

ended

December

31,

2022.

Current

performance

may

be

higher

or

lower

than

the

quoted

past

performance,

which

cannot

guarantee

future

results.

Share

price,

principal

value,

and

return

will

vary,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

For

the

most

recent

month-end

performance

information,

please

visit

our

website

at

troweprice.com

or

call

1-800-225-5132.

T.

ROWE

PRICE

Capital

Appreciation

Fund

11

On

the

less

positive

side

of

the

ledger,

our

investments

in

utilities

generated

negative

absolute

and

relative

returns.

While

historically

there

has

been

a

lot

of

noise

around

rate

cases

in

certain

states,

the

outcomes

of

these

rate

cases

have

typically

not

had

a

significant

impact

on

the

earnings

growth

of

our

utilities.

These

rate

cases

determine

how

fast

a

utility

can

grow

as

well

as

its

return

on

equity

(ROE)

on

investments.

In

2023,

in

the

vast

majority

of

rate

cases

across

dozens

of

states,

the

outcomes

were

positive

with

solid

rate

base

growth

and

generally

slightly

improved

returns

on

equity.

Unfortunately,

Illinois

was

the

exception

this

year,

and

we

have

two

utilities

with

exposure

to

Illinois:

Ameren

and

Exelon.

While

we

thought

there

was

some

risk

to

the

ROE

outcome

in

these

cases,

we

were

shocked

by

the

pushback

from

the

Illinois

commission

on

the

rate

base

growth

assumptions.

It

now

appears

that

Illinois

will

have

one

of

the

slowest

rates

of

rate

base

growth

in

the

country

over

the

next

four

years,

and

we

won’t

have

visibility

on

that

growth

rate

until

the

end

of

2024.

This

expected

slow

rate

of

growth

is

occurring

at

a

time

when

almost

every

other

commission

is

pushing

utilities

to

make

investments

to

harden

the

grid,

to

make

investments

to

enable

more

renewable

resources,

and

to

replace

aging

infrastructure

to

reduce

storm

damage

and

increase

reliability.

The

Illinois

decision

was

a

real

punch

in

the

gut

for

these

companies

and

for

your

portfolio

manager.

As

a

result

of

this

outcome,

we

believe

Exelon’s

and

Ameren’s

earnings

per

share

(EPS)

growth

rate

will

likely

slow

by

about

100

basis

points,

and

they

will

go

from

being

premium

growth

utilities

to

average

growth

utilities.

As

a

result

of

this

negative

event

and

the

weakness

in

both

Exelon

and

Ameren,

our

stock

selection

within

utilities

was

a

negative

contributor

to

performance.

Longer

term,

we

see

what

happened

in

Illinois

as

the

exception

to

a

pattern

of

generally

constructive

regulatory

outcomes

with

utilities

and

commissions

across

the

country.

We

believe

utilities

are

structurally

undervalued

relative

to

the

S&P

500.

Even

companies

like

Ameren

and

Exelon

should

still

be

able

to

grow

EPS

at

a

healthy

rate

and

provide

a

dividend

yield

that

generates

a

total

SECTOR

DIVERSIFICATION

Percent

of

Net

Assets

6/30/23

12/31/23

Information

Technology  

16.7‌%

14.7‌%

Health

Care  

15.9‌

12.3‌

Industrials

and

Business

Services  

9.0‌

10.4‌

Financials  

7.5‌

6.8‌

Utilities  

5.0‌

5.5‌

Consumer

Discretionary  

5.7‌

5.0‌

Communication

Services  

3.0‌

4.1‌

Energy  

1.5‌

1.8‌

Materials  

0.9‌

0.9‌

Consumer

Staples  

0.6‌

0.5‌

Real

Estate  

0.0‌

0.3‌

Other

and

Reserves  

34.2‌

37.7‌

Total

100.0‌%

100.0‌%

Historical

weightings

reflect

current

industry/sector

classifications.

T.

ROWE

PRICE

Capital

Appreciation

Fund

12

return

that

is

greater

than

the

S&P

500’s

projected

long-term

returns.

We

think

that

the

risk-adjusted

return

is

even

better

as

the

beta

on

utilities

is

roughly

half

of

that

of

the

S&P

500.

Long

term,

we

believe

that

utilities

are

much

more

attractive

than

staples.

Utilities

typically

grow

earnings

faster,

offer

higher

dividends,

don’t

have

the

same

FX

and

commodity

risk,

and

don’t

have

the

secular

risks

such

as

GLP-1.

And

yet

staples

trade

for

a

higher

valuation.

Over

time,

we

believe

the

multiples

awarded

to

utilities

will

rise

and

the

multiples

for

staples

will

decline.

Our

investments

within

the

industrials

and

business

services

sector

produced

very

strong

absolute

and

relative

returns,

driven

principally

by

very

strong

stock

selection

within

industrials.

Two

of

our

strongest

contributors

were

General

Electric

(GE)

and

Ingersoll-Rand.

General

Electric

generated

a

99%

return

over

the

course

of

the

year

as

investors

turned

bullish

on

commercial

aerospace,

fundamental

execution

was

strong,

and

the

company

spun

off

its

health

care

business.

In

early

Q2,

GE

will

spin

off

its

remaining

power

and

renewable

business

and

be

transformed

into

the

premium

aerospace

and

defense

company

in

the

market.

Ingersoll-Rand

outperformed

as

it

produced

excellent

organic

growth

and

strong

margins

and,

maybe

most

importantly,

as

the

management

team

continued

to

deploy

capital

toward

acquisitions

that

are

generating

very

good

returns

on

capital.

Portfolio

Outlook

Where

do

we

see

value?

Growth

at

a

reasonable

price

stocks—GARP

shares

underperformed

last

year,

and

the

relative

valuations

of

many

GARP

stocks

and

sectors

appear

reasonably

attractive

now.

Utilities

over

staples—While

both

sectors

were

down

last

year,

staples

continue

to

trade

at

a

large

premium

to

utilities

despite

the

fact

that

utilities

should

continue

to

grow

faster;

have

higher

dividend

yields;

and

also

tend

to

have

less

downside

risk,

less

secular

risk,

and

less

FX

and

commodity

risk.

High-quality

high

yield

and

loans—We

continue

to

think

high-quality

high

yield

bonds

and

loans

that

currently

yield

6%–8%

offer

a

compelling

risk-

adjusted

alternative

to

the

equity

market.

Software—We

see

good

value

in

software.

While

valuations

are

modestly

elevated

versus

history,

we

see

the

potential

for

revenue

growth

acceleration

in

2025–2026

from

generative

AI

applications

and

the

potential

for

more

margin

expansion

as

generative

AI

improves

productivity.

T.

ROWE

PRICE

Capital

Appreciation

Fund

13

Health

care—We

see

good

value

in

many

companies

within

the

health

care

space

as

this

sector

trailed

the

broad

market

in

2023.

We

see

good

value

in

select

pharmaceutical

companies

with

idiosyncratic

risk/

rewards

(Biogen,

AbbVie);

in

life

sciences

stocks

poised

for

a

recovery

in

fundamentals

in

the

second

half

of

2024

(Revvity,

Danaher);

and

in

managed

care

(UnitedHealth),

where

fundamentals

should

improve

in

2024

and

even

more

into

2025.

Energy—Really,

for

the

first

time

in

a

decade,

we

are

starting

to

get

more

constructive

on

energy—both

oil

and

natural

gas.

Our

largest

holdings

here

are

Canadian

Natural

Resources

and

Chesapeake

Energy.

We

believe

the

supply/demand

dynamics

for

oil

and

natural

gas

are

likely

to

improve

in

the

second

half

of

the

decade.

Companies

are

focused

on

modest

growth,

paying

attractive

dividends,

and

buying

back

shares

and

paying

out

excess

capital

deployment

with

variable

dividends,

in

some

cases.

This

is

a

real

change

from

three

to

five

years

ago

when

the

industry

was

focused

solely

on

growth.

Where

do

we

not

see

value?

Growth

and

tech

that

does

not

benefit

from

AI—In

2023,

a

large

number

of

growth

companies

rose

dramatically

based

on

a

rising

tide

of

generative

AI

optimism

that

really

does

not

benefit

them

in

any

way.

Staples—We

really

dislike

staples.

I

mean

we

really

don’t

like

them.

SECURITY

DIVERSIFICATION

Capital

Appreciation

Fund

T.

ROWE

PRICE

Capital

Appreciation

Fund

14

IN

CLOSING

We

would

like

to

thank

all

the

analysts,

associate

analysts,

quantitative

analysts,

and

members

of

our

team

(Mike

Signore,

Chen

Tian,

Nikhil

Shah,

Vivek

Rajeswaran,

Brian

Solomon,

Taylor

Chan,

and

Peter

Apockotos)

for

their

assistance

in

2023.

At

the

end

of

September

2023,

we

announced

the

promotion

of

Brian

Solomon

to

associate

portfolio

manager

of

the

Capital

Appreciation

Strategy.

We

now

have

three

associate

portfolio

managers

supporting

the

Capital

Appreciation

Strategy.

In

addition,

we

hired

two

new

associate

analysts,

Peter

Apockotos

and

Taylor

Chan,

to

work

on

the

equity

and

fixed

income

parts

of

the

Capital

Appreciation

team,

respectively.

The

Capital

Appreciation

team

is

as

strong

and

deep

as

we

have

ever

been.

Respectfully

submitted,

David

R.

Giroux

Chairman

of

the

fund’s

Investment

Advisory

Committee*

Vivek

Rajeswaran

Associate

Portfolio

Manager

Mike

Signore

Associate

Portfolio

Manager

Brian

Solomon

Associate

Portfolio

Manager

January

22,

2024

*

The

committee

chairman

has

day-to-day

responsibility

for

managing

the

portfolio

and

works

with

committee

members

in

developing

and

executing

the

fund’s

investment

program.

The

views

expressed

reflect

the

opinions

of

T.

Rowe

Price

as

of

the

date

of

this

report

and

are

subject

to

change

based

on

changes

in

market,

economic,

or

other

conditions.

These

views

are

not

intended

to

be

a

forecast

of

future

events

and

are

no

guarantee

of

future

results.

T.

ROWE

PRICE

Capital

Appreciation

Fund

15

RISKS

OF

INVESTING

As

with

all

stock

and

bond

mutual

funds,

the

fund’s

share

price

can

fall

because

of

weakness

in

the

stock

or

bond

markets,

a

particular

industry,

or

specific

holdings.

Stock

markets

can

decline

for

many

reasons,

including

adverse

political

or

economic

developments,

changes

in

investor

psychology,

or

heavy

institutional

selling.

The

prospects

for

an

industry

or

company

may

deteriorate

because

of

a

variety

of

factors,

including

disappointing

earnings

or

changes

in

the

competitive

environment.

In

addition,

the

investment

manager’s

assessment

of

companies

held

in

a

fund

may

prove

incorrect,

resulting

in

losses

or

poor

performance

even

in

rising

markets.

A

sizable

cash

or

fixed

income

position

may

hinder

the

fund

from

participating

fully

in

a

strong,

rapidly

rising

bull

market.

In

addition,

significant

exposure

to

bonds

increases

the

risk

that

the

fund’s

share

value

could

be

hurt

by

rising

interest

rates

or

credit

downgrades

or

defaults.

Convertible

securities

are

also

exposed

to

price

fluctuations

of

the

company’s

stock.

GLOSSARY

Lipper

indexes:

 Fund

benchmarks

that

consist

of

a

small

number

of

the

largest

mutual

funds

in

a

particular

category

as

tracked

by

Lipper

Inc.

BENCHMARK

INFORMATION

Note:

Bloomberg

®

and the

Bloomberg

U.S.

Aggregate

Bond

Index

are

service

marks

of

Bloomberg

Finance

L.P.

and

its

affiliates,

including

Bloomberg

Index

Services

Limited

(“BISL”),

the

administrator

of

the

index

(collectively,

“Bloomberg”)

and

have

been

licensed

for

use

for

certain

purposes

by

T.

Rowe

Price.

Bloomberg

is

not

affiliated

with

T.

Rowe

Price,

and

Bloomberg

does

not

approve,

endorse,

review,

or

recommend

its

products.

Bloomberg

does

not

guarantee

the

timeliness,

accurateness,

or

completeness

of

any

data

or

information

relating

to

its

products.

Note:

Portions

of

the

mutual

fund

information

contained

in

this

report

was

supplied

by

Lipper,

a

Refinitiv

Company,

subject

to

the

following:

Copyright

2024

©

Refinitiv.

All

rights

reserved.

Any

copying,

republication

or

redistribution

of

Lipper

content

is

expressly

prohibited

without

the

prior

written

consent

of

Lipper.

Lipper

shall

not

be

liable

for

any

errors

or

delays

in

the

content,

or

for

any

actions

taken

in

reliance

thereon.

T.

ROWE

PRICE

Capital

Appreciation

Fund

16

Note:

©2024

Morningstar,

Inc.

All

rights

reserved.

The

information

contained

herein:

(1)

is

proprietary

to

Morningstar

and/or

its

content

providers;

(2)

may

not

be

copied

or

distributed;

and

(3)

is

not

warranted

to

be

accurate,

complete,

or

timely.

Neither

Morningstar

nor

its

content

providers

are

responsible

for

any

damages

or

losses

arising

from

any

use

of

this

information.

Past

performance

is

no

guarantee

of

future

results.

Note:

Copyright

©

2024,

S&P

Global

Market

Intelligence

(and

its

affiliates,

as

applicable).

Reproduction

of

any

information,

data

or

material,

including

ratings

(“Content”)

in

any

form

is

prohibited

except

with

the

prior

written

permission

of

the

relevant

party. Such

party,

its

affiliates

and

suppliers

(“Content

Providers”)

do

not

guarantee

the

accuracy,

adequacy,

completeness,

timeliness

or

availability

of

any

Content

and

are

not

responsible

for

any

errors

or

omissions

(negligent

or

otherwise),

regardless

of

the

cause,

or

for

the

results

obtained

from

the

use

of

such

Content.

In

no

event

shall

Content

Providers

be

liable

for

any

damages,

costs,

expenses,

legal

fees,

or

losses

(including

lost

income

or

lost

profit

and

opportunity

costs)

in

connection

with

any

use

of

the

Content.

A

reference

to

a

particular

investment

or

security,

a

rating

or

any

observation

concerning

an

investment

that

is

part

of

the

Content

is

not

a

recommendation

to

buy,

sell

or

hold

such

investment

or

security,

does

not

address

the

appropriateness

of

an

investment

or

security

and

should

not

be

relied

on

as

investment

advice.

Credit

ratings

are

statements

of

opinions

and

are

not

statements

of

fact.

BENCHMARK

INFORMATION

(continued)

T.

ROWE

PRICE

Capital

Appreciation

Fund

17

PORTFOLIO

HIGHLIGHTS

TWENTY-FIVE

LARGEST

HOLDINGS

Percent

of

Net

Assets

12/31/23

U.S.

Treasury

Notes

11.4‌%

Microsoft

5.0‌ 

HUB

International

3.1‌ 

Alphabet

3.0‌ 

UnitedHealth

Group

2.5‌ 

Amazon.com

2.3‌ 

Yum!

Brands

2.3‌ 

Fortive

2.1‌ 

Becton,

Dickinson

&

Company

2.1‌ 

Revvity

1.9‌ 

Apple

1.9‌ 

Waste

Connections

1.8‌ 

NVIDIA

1.5‌ 

Veralto

1.4‌ 

Ingersoll-Rand

1.4‌ 

Intuit

1.2‌ 

Ameren

1.2‌ 

Roper

Technologies

1.2‌ 

Visa

1.2‌ 

MasterCard

1.2‌ 

XCEL

Energy

1.2‌ 

Exelon

1.2‌ 

Danaher

1.2‌ 

Teledyne

Technologies

1.1‌ 

Canadian

Natural

Resources

1.1‌ 

Total

55.5‌%

Note:

The

information

shown

does

not

reflect

any

exchange-traded

funds

(ETFs),

cash

reserves,

or

collateral

for

securities

lending

that

may

be

held

in

the

portfolio.

T.

ROWE

PRICE

Capital

Appreciation

Fund

18

Veralto*

RTX*

Microsoft

Alphabet

PTC

Meta

Platforms

Analog

Devices

Salesforce

DTE

Energy

CenterPoint

Energy

Thermo

Fisher

Scientific**

Apple

Microsoft

Intercontinental

Exchange

Danaher

Amazon.com

NXP

Semiconductors

Texas

Instruments**

Equifax

Avantor

PORTFOLIO

HIGHLIGHTS

MAJOR

PORTFOLIO

CHANGES

Listed

in

descending

order

of

size.

Six

Months

Ended

12/31/2023

Largest

Purchases

Largest

Sales

*Position

added.

**Position

eliminated.

T.

ROWE

PRICE

Capital

Appreciation

Fund

19

GROWTH

OF

$10,000 

This

chart

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

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund returns

as

well

as

mutual fund

averages

and

indexes.

CAPITAL

APPRECIATION

FUND 

Note:

Performance

for

the Advisor

and

I

Class

shares

will

vary

due

to

their

differing

fee

structures.

See

the

Average

Annual

Compound

Total

Return

table

on

the

next

page. 

T.

ROWE

PRICE

Capital

Appreciation

Fund

20

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

12/31/23

1

Year

5

Years

10

Years

Since

Inception

Inception

Date

Capital

Appreciation

Fund

–

.

18.83‌%

12.80‌%

10.50‌%

–‌

–

Capital

Appreciation

Fund–

.

Advisor  Class

18.52‌

12.48‌

10.18‌

–‌

–

Capital

Appreciation

Fund–

.

I  Class

18.98‌

12.93‌

–‌

11.07‌%

12/17/15

The

fund’s

performance

information

represents

only

past

performance

and

is

not

necessarily

an

indication

of

future

results.

Current

performance

may

be

lower

or

higher

than

the

performance

data

cited.

Share

price,

principal

value,

and

return

will

vary,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

For

the

most

recent

month-end

performance,

please

visit

our

website

(troweprice.com)

or

contact

a

T.

Rowe

Price

representative

at

1

-

800

-

225

-

5132

or,

for

0.02

Advisor

and

0.03

I

Class

shares,

1-800-638-8790.

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

had

been

earned

at

a

constant

rate.

Average

annual

total

return

figures

include

changes

in

principal

value,

reinvested

dividends,

and

capital

gain

distributions.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

When

assessing

performance,

investors

should

consider

both

short-

and

long-term

returns.

T.

ROWE

PRICE

Capital

Appreciation

Fund

21

EXPENSE

RATIO

FUND

EXPENSE

EXAMPLE

As

a

mutual

fund

shareholder,

you

may

incur

two

types

of

costs:

(1)

transaction

costs,

such

as

redemption

fees

or

sales

loads,

and

(2)

ongoing

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

fund

expenses.

The

following

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

most

recent

six-month

period

and

held

for

the

entire

period.

Please

note

that

the

fund

has

three

share

classes:

The

original

share

class

(Investor

Class)

charges

no

distribution

and

service

(12b-1)

fee,

the

Advisor

Class

shares

are

offered

only

through

unaffiliated

brokers

and

other

financial

intermediaries

and

charge

a

0.25%

12b-1

fee,

and

I

Class

shares

are

available

to

institutionally

oriented

clients

and

impose

no

12b-1

or

administrative

fee

payment.

Each

share

class

is

presented

separately

in

the

table.

Actual

Expenses

The

first

line

of

the

following

table

(Actual)

provides

information

about

actual

account

values

and

expenses

based

on

the

fund’s

actual

returns.

You

may

use

the

information

on

this

line,

together

with

your

account

balance,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

on

the

first

line

under

the

heading

“Expenses

Paid

During

Period”

to

estimate

the

expenses

you

paid

on

your

account

during

this

period.

Hypothetical

Example

for

Comparison

Purposes

The

information

on

the

second

line

of

the

table

(Hypothetical)

is

based

on

hypothetical

account

values

and

expenses

derived

from

the

fund’s

actual

expense

ratio

and

an

assumed

5%

per

year

rate

of

return

before

expenses

(not

the

fund’s

actual

return).

You

may

compare

the

ongoing

costs

of

investing

in

the

fund

with

other

funds

by

contrasting

this

5%

hypothetical

example

and

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

Capital

Appreciation

Fund

0.74‌%

Capital

Appreciation

Fund–Advisor

Class

1.00‌ 

Capital

Appreciation

Fund–I

Class

0.61‌ 

The

expense

ratio

shown

is

as

of

the

fund’s

most

recent

prospectus.

This

number

may

vary

from

the

expense

ratio

shown

elsewhere

in

this

report

because

it

is

based

on

a

different

time

period

and,

if

applicable,

includes

acquired

fund

fees

and

expenses

but

does

not

include

fee

or

expense

waivers.

T.

ROWE

PRICE

Capital

Appreciation

Fund

22

Note:

T.

Rowe

Price

charges

an

annual

account

service

fee

of

$20,

generally

for

accounts

with

less

than

$10,000.

The

fee

is

waived

for

any

investor

whose

T.

Rowe

Price

mutual

fund

accounts

total

$50,000

or

more;

accounts

electing

to

receive

electronic

delivery

of

account

statements,

transaction

confirmations,

prospectuses,

and

shareholder

reports;

or

accounts

of

an

investor

who

is

a

T.

Rowe

Price

Personal

Services

or

Enhanced

Personal

Services

client

(enrollment

in

these

programs

generally

requires

T.

Rowe

Price

assets

of

at

least

$250,000).

This

fee

is

not

included

in

the

accompanying

table.

If

you

are

subject

to

the

fee,

keep

it

in

mind

when

you

are

estimating

the

ongoing

expenses

of

investing

in

the

fund

and

when

comparing

the

expenses

of

this

fund

with

other

funds.

You

should

also

be

aware

that

the

expenses

shown

in

the

table

highlight

only

your

ongoing

costs

and

do

not

reflect

any

transaction

costs,

such

as

redemption

fees

or

sales

loads.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

To

the

extent

a

fund

charges

transaction

costs,

however,

the

total

cost

of

owning

that

fund

is

higher.

CAPITAL

APPRECIATION

FUND

Beginning

Account

Value

7/1/23

Ending

Account

Value

12/31/23

Expenses

Paid

During

Period*

7/1/23

to

12/31/23

Investor

Class

Actual

$1,000.00

$1,067.60

$3.65

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,021.68

  3.57

Advisor

Class

Actual

  1,000.00

  1,066.20

  5.05

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,020.32

  4.94

I

Class

Actual

  1,000.00

  1,068.30

  3.02

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.28

  2.96

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(184),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.70%,

the

2

Advisor Class

was

0.97%,

and

the

3

I Class

was

0.58%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Capital

Appreciation

Fund

Financial

Highlights

23

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

..

Year

..

..

Ended

.

12/31/23

12/31/22

12/31/21

12/31/20

12/31/19

NET

ASSET

VALUE

Beginning

of

period

$

29

.73‌

$

36

.96‌

$

34

.11‌

$

31

.22‌

$

26

.53‌

Investment

activities

Net

investment

income

(1)(2)

0

.77‌

0

.49‌

0

.35‌

0

.40‌

0

.49‌

Net

realized

and

unrealized

gain/

loss

4

.81‌

(

4

.91‌

)

5

.91‌

5

.21‌

6

.02‌

Total

from

investment

activities

5

.58‌

(

4

.42‌

)

6

.26‌

5

.61‌

6

.51‌

Distributions

Net

investment

income

(

0

.71‌

)

(

0

.47‌

)

(

0

.35‌

)

(

0

.40‌

)

(

0

.48‌

)

Net

realized

gain

(

0

.69‌

)

(

2

.34‌

)

(

3

.06‌

)

(

2

.32‌

)

(

1

.34‌

)

Total

distributions

(

1

.40‌

)

(

2

.81‌

)

(

3

.41‌

)

(

2

.72‌

)

(

1

.82‌

)

NET

ASSET

VALUE

End

of

period

$

33

.91‌

$

29

.73‌

$

36

.96‌

$

34

.11‌

$

31

.22‌

Ratios/Supplemental

Data

Total

return

(2)(3)

18

.83‌

%

(

11

.94‌

)

%

18

.53‌

%

18

.16‌

%

24

.61‌

%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0

.73‌

%

0

.73‌

%

0

.70‌

%

0

.70‌

%

0

.70‌

%

Net

expenses

after

waivers/

payments

by

Price

Associates

0

.70‌

%

0

.71‌

%

0

.68‌

%

0

.69‌

%

0

.70‌

%

Net

investment

income

2

.38‌

%

1

.45‌

%

0

.95‌

%

1

.26‌

%

1

.61‌

%

Portfolio

turnover

rate

65

.1‌

%

83

.9‌

%

47

.8‌

%

87

.3‌

%

44

.8‌

%

Net

assets,

end

of

period

(in

millions)

$31,624

$26,104

$40,460

$35,253

$30,822

0‌

%

0‌

%

0‌

%

0‌

%

0‌

%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

7

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Capital

Appreciation

Fund

Financial

Highlights

24

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Advisor

Class

..

Year

..

..

Ended

.

12/31/23

12/31/22

12/31/21

12/31/20

12/31/19

NET

ASSET

VALUE

Beginning

of

period

$

29

.30‌

$

36

.49‌

$

33

.70‌

$

30

.88‌

$

26

.27‌

Investment

activities

Net

investment

income

(1)(2)

0

.68‌

0

.40‌

0

.24‌

0

.31‌

0

.40‌

Net

realized

and

unrealized

gain/

loss

4

.73‌

(

4

.85‌

)

5

.84‌

5

.13‌

5

.94‌

Total

from

investment

activities

5

.41‌

(

4

.45‌

)

6

.08‌

5

.44‌

6

.34‌

Distributions

Net

investment

income

(

0

.63‌

)

(

0

.40‌

)

(

0

.23‌

)

(

0

.30‌

)

(

0

.39‌

)

Net

realized

gain

(

0

.69‌

)

(

2

.34‌

)

(

3

.06‌

)

(

2

.32‌

)

(

1

.34‌

)

Total

distributions

(

1

.32‌

)

(

2

.74‌

)

(

3

.29‌

)

(

2

.62‌

)

(

1

.73‌

)

NET

ASSET

VALUE

End

of

period

$

33

.39‌

$

29

.30‌

$

36

.49‌

$

33

.70‌

$

30

.88‌

Ratios/Supplemental

Data

Total

return

(2)(3)

18

.52‌

%

(

12

.18‌

)

%

18

.22‌

%

17

.80‌

%

24

.20‌

%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0

.99‌

%

0

.99‌

%

0

.99‌

%

1

.00‌

%

0

.99‌

%

Net

expenses

after

waivers/

payments

by

Price

Associates

0

.96‌

%

0

.97‌

%

0

.97‌

%

0

.99‌

%

0

.99‌

%

Net

investment

income

2

.12‌

%

1

.22‌

%

0

.66‌

%

0

.97‌

%

1

.32‌

%

Portfolio

turnover

rate

65

.1‌

%

83

.9‌

%

47

.8‌

%

87

.3‌

%

44

.8‌

%

Net

assets,

end

of

period

(in

millions)

$759

$654

$795

$770

$866

0‌

%

0‌

%

0‌

%

0‌

%

0‌

%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

7

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Capital

Appreciation

Fund

Financial

Highlights

25

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

..

Year

..

..

Ended

.

12/31/23

12/31/22

12/31/21

12/31/20

12/31/19

NET

ASSET

VALUE

Beginning

of

period

$

29

.72‌

$

36

.99‌

$

34

.14‌

$

31

.24‌

$

26

.55‌

Investment

activities

Net

investment

income

(1)(2)

0

.81‌

0

.56‌

0

.40‌

0

.44‌

0

.52‌

Net

realized

and

unrealized

gain/

loss

4

.82‌

(

4

.95‌

)

5

.91‌

5

.22‌

6

.02‌

Total

from

investment

activities

5

.63‌

(

4

.39‌

)

6

.31‌

5

.66‌

6

.54‌

Distributions

Net

investment

income

(

0

.76‌

)

(

0

.54‌

)

(

0

.40‌

)

(

0

.44‌

)

(

0

.51‌

)

Net

realized

gain

(

0

.69‌

)

(

2

.34‌

)

(

3

.06‌

)

(

2

.32‌

)

(

1

.34‌

)

Total

distributions

(

1

.45‌

)

(

2

.88‌

)

(

3

.46‌

)

(

2

.76‌

)

(

1

.85‌

)

NET

ASSET

VALUE

End

of

period

$

33

.90‌

$

29

.72‌

$

36

.99‌

$

34

.14‌

$

31

.24‌

Ratios/Supplemental

Data

Total

return

(2)(3)

18

.98‌

%

(

11

.84‌

)

%

18

.67‌

%

18

.31‌

%

24

.70‌

%

Ratios

to

average

net

assets:

(2)

Gross

expenses

before

waivers/

payments

by

Price

Associates

0

.60‌

%

0

.60‌

%

0

.59‌

%

0

.59‌

%

0

.60‌

%

Net

expenses

after

waivers/

payments

by

Price

Associates

0

.58‌

%

0

.58‌

%

0

.57‌

%

0

.58‌

%

0

.59‌

%

Net

investment

income

2

.50‌

%

1

.67‌

%

1

.06‌

%

1

.37‌

%

1

.70‌

%

Portfolio

turnover

rate

65

.1‌

%

83

.9‌

%

47

.8‌

%

87

.3‌

%

44

.8‌

%

Net

assets,

end

of

period

(in

millions)

$24,084

$18,698

$12,654

$8,901

$6,246

0‌

%

0‌

%

0‌

%

0‌

%

0‌

%

(1)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(2)

See

Note

7

for

details

of

expense-related

arrangements

with

Price

Associates.

(3)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

T.

ROWE

PRICE

Capital

Appreciation

Fund

December

31,

2023

26

Portfolio

of

Investments

‡

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

ASSET-BACKED

SECURITIES

0.1%

Domino's

Pizza

Master

Issuer

Series 2017-1A,

Class

A23

4.118%,

7/25/47  (1)

22,309,164‌

21,278‌

Domino's

Pizza

Master

Issuer

Series 2019-1A,

Class

A2

3.668%,

10/25/49  (1)

17,823,768‌

16,261‌

Total

Asset-Backed

Securities

(Cost

$39,941)

37,539‌

BANK

LOANS

9.1%

(2)

1011778

BC

ULC,

FRN

1M

TSFR

+

2.25%,

7.606%,

9/23/30 

32,054,123‌

32,042‌

ADMI,

FRN

1M

TSFR

+

3.00%,

8.47%,

4/30/25 

18,664,694‌

18,600‌

ADMI,

FRN

1M

TSFR

+

3.38%,

8.845%,

12/23/27 

56,385,496‌

53,087‌

ADMI,

FRN

1M

TSFR

+

3.75%,

9.22%,

12/23/27 

137,843,899‌

130,607‌

Alliant

Holdings

Intermediate,

FRN

1M

TSFR

+

3.50%,

8.865%,

11/6/30 

262,755,062‌

263,609‌

Applied

Systems,

FRN

3M

TSFR

+

4.50%,

9.848%,

9/18/26 

300,729,798‌

301,789‌

Applied

Systems,

FRN

3M

TSFR

+

6.75%,

12.098%,

9/17/27 

59,407,364‌

59,662‌

AssuredPartners

,

FRN

1M

TSFR

+

3.50%,

8.856%,

2/12/27 

9,592,890‌

9,607‌

AssuredPartners

,

FRN

1M

TSFR

+

3.50%,

8.97%,

2/12/27 

9,573,997‌

9,586‌

AssuredPartners

,

FRN

1M

TSFR

+

3.75%,

9.22%,

2/12/27 

96,852,914‌

97,026‌

AssuredPartners

,

FRN,

Refinancing

1M

TSFR

+

3.50%,

8.97%,

2/12/27 

16,607,760‌

16,635‌

AthenaHealth

Group,

FRN

1M

TSFR

+

3.25%,

8.606%,

2/15/29 

169,519,931‌

168,588‌

Avantor

Funding,

FRN

1M

TSFR

+

2.25%,

7.706%,

11/8/27 

6,725,551‌

6,735‌

Azalea

Topco,

FRN

1M

TSFR

+

3.50%,

8.97%,

7/24/26 

166,628,500‌

164,629‌

Azalea

Topco,

FRN

1M

TSFR

+

3.75%,

9.206%,

7/24/26 

33,742,168‌

33,278‌

Azalea

Topco,

FRN

1M

TSFR

+

3.75%,

9.22%,

7/24/26 

59,166,056‌

58,279‌

BroadStreet

Partners,

FRN

1M

TSFR

+

3.00%,

8.47%,

1/27/27 

6,276,565‌

6,276‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

27

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

BroadStreet

Partners,

FRN

1M

TSFR

+

3.75%,

9.106%,

1/27/29 

105,324,339‌

105,489‌

Charter

Communications

Operating,

FRN

1M

TSFR

+

1.75%,

7.133%,

2/1/27 

53,847,592‌

53,814‌

Epicor

Software,

FRN

1M

TSFR

+

3.25%,

8.72%,

7/30/27  (3)

9,711,010‌

9,736‌

Epicor

Software,

FRN

1M

TSFR

+

3.75%,

9.106%,

7/30/27 

6,446,275‌

6,498‌

Filtration

Group,

FRN

1M

TSFR

+

3.50%,

8.97%,

10/21/28  (3)

84,806,149‌

84,835‌

Filtration

Group,

FRN

1M

TSFR

+

4.25%,

9.72%,

10/21/28 

149,109,942‌

149,607‌

Filtration

Group,

FRN

3M

EURIBOR

+

4.25%,

8.093%,

10/21/28

(EUR) 

73,774,541‌

81,138‌

Heartland

Dental,

FRN

1M

TSFR

+

5.00%,

10.358%,

4/28/28 

160,414,432‌

159,838‌

Hilton

Domestic

Operating,

FRN

1M

TSFR

+

1.75%,

7.207%,

6/21/28 

138,329,259‌

138,531‌

Howden

Group

Holdings,

FRN

1M

USD

LIBOR

+

3.25%,

8.75%,

11/12/27 

162,133,771‌

162,281‌

HUB

International,

FRN

1M

TSFR

+

4.25%,

9.662%,

6/20/30 

794,579,573‌

797,575‌

HUB

International,

FRN

3M

TSFR

+

4.00%,

9.369%,

11/10/29 

44,340,935‌

44,482‌

IRB

Holding,

FRN

1M

TSFR

+

3.00%,

8.456%,

12/15/27  (3)

126,361,027‌

126,451‌

Loire

Finco

Luxembourg,

FRN

1M

TSFR

+

3.50%,

8.956%,

4/21/27  (3)

143,369,532‌

139,546‌

Loire

Finco

Luxembourg,

FRN

1M

TSFR

+

3.75%,

9.206%,

4/21/27 

22,541,264‌

21,944‌

Mileage

Plus

Holdings,

FRN

3M

TSFR

+

5.25%,

10.77%,

6/21/27 

183,374,596‌

189,401‌

Quartz

Acquireco

,

FRN

1M

TSFR

+

3.50%,

8.856%,

6/28/30  (4)

5,737,869‌

5,752‌

RealPage

,

FRN

1M

TSFR

+

3.00%,

8.47%,

4/24/28 

167,613,732‌

166,085‌

RealPage

,

FRN

1M

TSFR

+

6.50%,

11.97%,

4/23/29 

6,300,000‌

6,284‌

Ryan

Specialty,

FRN

1M

TSFR

+

3.00%,

8.456%,

9/1/27 

36,375,841‌

36,285‌

SBA

Senior

Finance

II,

FRN

1M

TSFR

+

1.75%,

7.21%,

4/11/25 

74,031,457‌

74,091‌

SkyMiles

IP,

FRN

1M

TSFR

+

3.75%,

9.166%,

10/20/27  (3)

65,715,165‌

67,214‌

Sophia,

FRN

1M

TSFR

+

4.25%,

9.606%,

10/7/27 

21,294,960‌

21,246‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

28

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Sophia,

FRN

3M

TSFR

+

3.50%,

8.956%,

10/7/27 

70,989,124‌

71,056‌

Storable,

FRN

1M

TSFR

+

3.50%,

8.80%,

4/17/28 

31,690,925‌

31,592‌

Sunshine

Luxembourg

VII,

FRN

3M

TSFR

+

3.50%,

8.948%,

10/1/26  (3)

120,667,316‌

121,185‌

Trans

Union,

FRN

1M

TSFR

+

1.75%,

7.206%,

11/16/26  (3)

34,920,983‌

34,944‌

TransDigm

,

FRN

1M

TSFR

+

3.25%,

8.598%,

2/22/27 

3,247,423‌

3,259‌

UKG,

FRN

3M

TSFR

+

3.25%,

8.68%,

5/4/26 

382,960,671‌

383,585‌

USI,

FRN

1M

TSFR

+

3.00%,

8.356%,

11/22/29 

164,594,045‌

164,723‌

USI,

FRN

1M

TSFR

+

3.25%,

8.598%,

9/27/30 

252,866,924‌

252,945‌

Total

Bank

Loans

(Cost

$5,099,539)

5,141,447‌

BOND

MUTUAL

FUNDS

1.5%

T.

Rowe

Price

Institutional

Floating

Rate

Fund

–

Institutional

Class,

8.67%  (5)(6)

89,077,208‌

842,670‌

Total

Bond

Mutual

Funds

(Cost

$861,145)

842,670‌

COMMON

STOCKS

61.9%

COMMUNICATION

SERVICES

4.1%

Interactive

Media

&

Services

4.1%

Alphabet,

Class

A  (7)(8)

12,151,122‌

1,697,390‌

Meta

Platforms,

Class

A  (7)

1,773,549‌

627,766‌

Total

Communication

Services

2,325,156‌

CONSUMER

DISCRETIONARY

5.0%

Automobile

Components

0.4%

Mobileye

Global,

Class

A  (7)

4,584,471‌

198,599‌

198,599‌

Broadline

Retail

2.4%

Amazon.com (7)(8)

8,721,410‌

1,325,131‌

1,325,131‌

Hotels,

Restaurants

&

Leisure

2.2%

Hilton

Worldwide

Holdings  (8)

1,841,242‌

335,272‌

Yum!

Brands  (8)

6,940,528‌

906,849‌

1,242,121‌

Total

Consumer

Discretionary

2,765,851‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

29

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

CONSUMER

STAPLES

0.5%

Beverages

0.5%

Keurig

Dr

Pepper (8)

8,962,961‌

298,646‌

Total

Consumer

Staples

298,646‌

ENERGY

1.8%

Oil,

Gas

&

Consumable

Fuels

1.8%

Canadian

Natural

Resources 

9,622,290‌

630,452‌

Chesapeake

Energy 

4,116,000‌

316,685‌

EOG

Resources 

583,205‌

70,539‌

Total

Energy

1,017,676‌

FINANCIALS

6.5%

Banks

0.6%

PNC

Financial

Services

Group  (8)

2,332,493‌

361,186‌

361,186‌

Capital

Markets

2.8%

Goldman

Sachs

Group 

1,199,000‌

462,538‌

Intercontinental

Exchange  (8)

4,260,372‌

547,160‌

KKR  (8)

5,558,875‌

460,553‌

S&P

Global  (8)

293,685‌

129,374‌

1,599,625‌

Financial

Services

2.4%

Mastercard

,

Class

A  (8)

1,590,991‌

678,573‌

Visa,

Class

A  (8)

2,610,715‌

679,700‌

1,358,273‌

Insurance

0.7%

Hockey

Parent

Holdings,

Acquisition

Date:

9/14/23,

Cost $123,055  (4)(7)(9)

123,055‌

123,055‌

Marsh

&

McLennan  (8)

1,508,160‌

285,751‌

408,806‌

Total

Financials

3,727,890‌

HEALTH

CARE

12.3%

Biotechnology

2.1%

AbbVie (8)

3,110,041‌

481,963‌

Biogen  (7)

2,272,295‌

588,002‌

Karuna

Therapeutics (7)

324,667‌

102,760‌

1,172,725‌

Health

Care

Equipment

&

Supplies

3.5%

Becton

Dickinson

&

Company  (8)

4,753,861‌

1,159,134‌

GE

HealthCare

Technologies  (8)

4,697,441‌

363,206‌

Stryker  (8)

584,755‌

175,111‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

30

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Teleflex 

1,146,310‌

285,821‌

1,983,272‌

Health

Care

Providers

&

Services

2.6%

Humana 

108,500‌

49,672‌

UnitedHealth

Group  (8)

2,734,867‌

1,439,826‌

1,489,498‌

Life

Sciences

Tools

&

Services

3.4%

Avantor

  (7)

7,515,624‌

171,582‌

Danaher  (8)

2,844,450‌

658,035‌

Revvity

 (5)

9,979,653‌

1,090,876‌

1,920,493‌

Pharmaceuticals

0.7%

Eli

Lilly 

713,200‌

415,738‌

415,738‌

Total

Health

Care

6,981,726‌

INDUSTRIALS

&

BUSINESS

SERVICES

7.2%

Commercial

Services

&

Supplies

2.0%

Republic

Services  (8)

680,901‌

112,287‌

Waste

Connections 

6,948,087‌

1,037,141‌

1,149,428‌

Industrial

Conglomerates

1.4%

General

Electric 

901,563‌

115,067‌

Roper

Technologies  (8)

1,249,552‌

681,218‌

796,285‌

Machinery

3.5%

Fortive

  (8)

16,085,822‌

1,184,399‌

Ingersoll

Rand 

9,989,399‌

772,580‌

1,956,979‌

Professional

Services

0.3%

Equifax (8)

739,166‌

182,788‌

182,788‌

Total

Industrials

&

Business

Services

4,085,480‌

INFORMATION

TECHNOLOGY

13.9%

Electronic

Equipment,

Instruments

&

Components

1.2%

Teledyne

Technologies  (7)

1,452,064‌

648,042‌

648,042‌

Semiconductors

&

Semiconductor

Equipment

2.1%

NVIDIA (8)

1,705,900‌

844,796‌

NXP

Semiconductors  (8)

1,396,055‌

320,646‌

1,165,442‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

31

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Software

8.7%

Aurora

Innovation  (7)

74,222,591‌

324,353‌

Intuit 

1,109,600‌

693,533‌

Microsoft  (8)

7,518,762‌

2,827,355‌

PTC  (7)

2,653,629‌

464,279‌

Salesforce  (7)(8)

2,386,848‌

628,075‌

4,937,595‌

Technology

Hardware,

Storage

&

Peripherals

1.9%

Apple (8)

5,482,038‌

1,055,457‌

1,055,457‌

Total

Information

Technology

7,806,536‌

MATERIALS

0.9%

Chemicals

0.9%

Linde (8)

1,277,422‌

524,650‌

Total

Materials

524,650‌

REAL

ESTATE

0.3%

Specialized

Real

Estate

Investment

Trusts

0.3%

SBA

Communications,

REIT 

621,825‌

157,751‌

Total

Real

Estate

157,751‌

UTILITIES

5.2%

Electric

Utilities

2.4%

Exelon (8)

18,339,638‌

658,393‌

Xcel

Energy 

10,814,484‌

669,525‌

1,327,918‌

Multi-Utilities

2.8%

Ameren (8)

9,579,309‌

692,967‌

CenterPoint

Energy 

15,789,180‌

451,097‌

DTE

Energy 

3,929,696‌

433,288‌

1,577,352‌

Total

Utilities

2,905,270‌

Total

Miscellaneous

Common

Stocks

 4.2%  (10)

2,368,316‌

Total

Common

Stocks

(Cost

$24,444,160)

34,964,948‌

CONVERTIBLE

PREFERRED

STOCKS

0.2%

INFORMATION

TECHNOLOGY

0.2%

Software

0.2%

Waymo

,

Series

A-2,

Acquisition

Date:

5/8/20,

Cost $183,922  (4)

(7)(9)

2,141,932‌

122,197‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

32

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Waymo

,

Series

B-2,

Acquisition

Date:

6/11/21,

Cost $16,282  (4)

(7)(9)

177,514‌

10,127‌

Total

Information

Technology

132,324‌

Total

Convertible

Preferred

Stocks

(Cost

$200,204)

132,324‌

CORPORATE

BONDS

9.7%

Alliant

Holdings

Intermediate,

4.25%,

10/15/27  (1)

14,488,000‌

13,764‌

Alliant

Holdings

Intermediate,

5.875%,

11/1/29  (1)

22,598,000‌

21,299‌

Alliant

Holdings

Intermediate,

6.75%,

10/15/27  (1)

74,120,000‌

73,657‌

Alliant

Holdings

Intermediate,

6.75%,

4/15/28  (1)

161,771,000‌

165,815‌

Alliant

Holdings

Intermediate,

7.00%,

1/15/31  (1)

162,810,000‌

171,154‌

AmWINS

Group,

4.875%,

6/30/29  (1)

20,741,000‌

18,874‌

Avantor

Funding,

3.875%,

11/1/29  (1)

97,085,000‌

88,226‌

Avantor

Funding,

4.625%,

7/15/28  (1)

131,224,000‌

124,335‌

Ball,

6.00%,

6/15/29 

54,727,000‌

55,685‌

Becton

Dickinson

&

Company,

3.70%,

6/6/27 

14,171,000‌

13,734‌

Biogen,

3.15%,

5/1/50 

37,169,000‌

26,030‌

Black

Knight

InfoServ

,

3.625%,

9/1/28  (1)

10,366,000‌

9,809‌

Booz

Allen

Hamilton,

3.875%,

9/1/28  (1)

29,827,000‌

28,224‌

Booz

Allen

Hamilton,

4.00%,

7/1/29  (1)

16,001,000‌

15,001‌

Booz

Allen

Hamilton,

5.95%,

8/4/33 

16,093,000‌

17,058‌

BroadStreet

Partners,

5.875%,

4/15/29  (1)

34,713,000‌

32,283‌

CCO

Holdings,

5.00%,

2/1/28  (1)

256,669,000‌

245,119‌

CCO

Holdings,

5.125%,

5/1/27  (1)

325,849,000‌

315,259‌

CCO

Holdings,

5.50%,

5/1/26  (1)

14,339,000‌

14,177‌

Cedar

Fair,

5.25%,

7/15/29 

75,165,000‌

70,749‌

Cedar

Fair,

5.375%,

4/15/27 

94,748,000‌

92,853‌

Cedar

Fair,

5.50%,

5/1/25  (1)

59,417,000‌

59,046‌

Cedar

Fair,

6.50%,

10/1/28 

64,078,000‌

63,677‌

Charles

River

Laboratories

International,

3.75%,

3/15/29  (1)

47,375,000‌

43,467‌

Charles

River

Laboratories

International,

4.00%,

3/15/31  (1)

39,757,000‌

35,881‌

Charles

River

Laboratories

International,

4.25%,

5/1/28  (1)

14,116,000‌

13,393‌

Clarios

Global,

6.25%,

5/15/26  (1)

21,420,000‌

21,339‌

Clarios

Global,

6.75%,

5/15/25  (1)

15,510,000‌

15,549‌

Clarios

Global,

8.50%,

5/15/27  (1)

76,373,000‌

76,755‌

Clarivate

Science

Holdings,

3.875%,

7/1/28  (1)

10,499,000‌

9,843‌

Clarivate

Science

Holdings,

4.875%,

7/1/29  (1)

7,492,000‌

7,005‌

Crowdstrike

Holdings,

3.00%,

2/15/29 

5,731,000‌

5,165‌

Delta

Air

Lines,

4.75%,

10/20/28  (1)

47,509,046‌

46,790‌

Gartner,

3.625%,

6/15/29  (1)

40,131,000‌

36,218‌

Gartner,

3.75%,

10/1/30  (1)

12,904,000‌

11,372‌

Gartner,

4.50%,

7/1/28  (1)

18,170,000‌

17,193‌

GE

HealthCare

Technologies,

5.65%,

11/15/27 

3,261,000‌

3,377‌

GFL

Environmental,

4.00%,

8/1/28  (1)

26,383,000‌

24,305‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

33

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

GFL

Environmental,

4.375%,

8/15/29  (1)

20,415,000‌

18,833‌

GFL

Environmental,

4.75%,

6/15/29  (1)

54,372,000‌

51,042‌

GFL

Environmental,

6.75%,

1/15/31  (1)

16,247,000‌

16,735‌

Heartland

Dental,

8.50%,

5/1/26  (1)

65,708,000‌

64,476‌

Heartland

Dental,

10.50%,

4/30/28  (1)

47,725,000‌

49,515‌

Hilton

Domestic

Operating,

3.625%,

2/15/32  (1)

58,687,000‌

51,058‌

Hilton

Domestic

Operating,

3.75%,

5/1/29  (1)

52,441,000‌

48,377‌

Hilton

Domestic

Operating,

4.00%,

5/1/31  (1)

79,188,000‌

72,457‌

Hilton

Domestic

Operating,

4.875%,

1/15/30 

49,352,000‌

47,686‌

Hilton

Domestic

Operating,

5.375%,

5/1/25  (1)

20,764,000‌

20,712‌

Hilton

Domestic

Operating,

5.75%,

5/1/28  (1)

47,347,000‌

47,229‌

Hilton

Worldwide

Finance,

4.875%,

4/1/27 

14,542,000‌

14,251‌

Hologic

,

3.25%,

2/15/29  (1)

23,500,000‌

21,150‌

Howmet

Aerospace,

3.00%,

1/15/29 

21,501,000‌

19,620‌

Howmet

Aerospace,

5.90%,

2/1/27 

3,193,000‌

3,273‌

HUB

International,

5.625%,

12/1/29  (1)

34,550,000‌

32,823‌

HUB

International,

7.00%,

5/1/26  (1)

323,573,000‌

323,573‌

HUB

International,

7.25%,

6/15/30  (1)

530,482,000‌

558,332‌

Intercontinental

Exchange,

4.00%,

9/15/27 

6,419,000‌

6,311‌

IQVIA,

5.00%,

5/15/27  (1)

31,266,000‌

30,602‌

IQVIA,

5.70%,

5/15/28  (1)

64,099,000‌

65,060‌

IQVIA,

6.50%,

5/15/30  (1)

15,969,000‌

16,328‌

KFC

Holding,

4.75%,

6/1/27  (1)

139,039,000‌

137,301‌

Korn

Ferry,

4.625%,

12/15/27  (1)

26,409,000‌

25,452‌

Lamar

Media,

3.625%,

1/15/31 

4,636,000‌

4,103‌

Lamar

Media,

3.75%,

2/15/28 

29,116,000‌

27,442‌

Lamar

Media,

4.875%,

1/15/29 

5,200,000‌

5,031‌

Life

Time,

5.75%,

1/15/26  (1)

51,928,000‌

51,279‌

Live

Nation

Entertainment,

4.875%,

11/1/24  (1)

3,634,000‌

3,589‌

Mileage

Plus

Holdings,

6.50%,

6/20/27  (1)

68,999,680‌

69,258‌

Mirant,

EC,

7.90%,

7/15/09  (1)(4)(7)

16,000,000‌

—‌

MSCI,

3.25%,

8/15/33  (1)

29,815,000‌

24,858‌

MSCI,

3.625%,

9/1/30  (1)

67,207,000‌

60,822‌

MSCI,

3.625%,

11/1/31  (1)

41,144,000‌

36,104‌

MSCI,

3.875%,

2/15/31  (1)

44,538,000‌

40,251‌

MSCI,

4.00%,

11/15/29  (1)

40,207,000‌

37,795‌

Pioneer

Natural

Resources,

1.125%,

1/15/26 

4,515,000‌

4,196‌

Pioneer

Natural

Resources,

2.15%,

1/15/31 

11,289,000‌

9,618‌

Pioneer

Natural

Resources,

5.10%,

3/29/26 

9,274,000‌

9,341‌

PRA

Health

Sciences,

2.875%,

7/15/26  (1)

16,684,000‌

15,641‌

PTC,

4.00%,

2/15/28  (1)

6,320,000‌

5,972‌

Ryan

Specialty,

4.375%,

2/1/30  (1)

13,042,000‌

12,096‌

SBA

Communications,

3.125%,

2/1/29 

69,938,000‌

62,769‌

SBA

Communications,

3.875%,

2/15/27 

71,819,000‌

68,408‌

SBA

Tower

Trust,

6.599%,

1/15/28  (1)

2,575,000‌

2,639‌

Sensata

Technologies,

3.75%,

2/15/31  (1)

30,673,000‌

26,839‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

34

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Sensata

Technologies,

4.00%,

4/15/29  (1)

39,128,000‌

35,998‌

Sensata

Technologies,

4.375%,

2/15/30  (1)

12,299,000‌

11,438‌

Sensata

Technologies,

5.00%,

10/1/25  (1)

23,727,000‌

23,667‌

Sensata

Technologies,

5.875%,

9/1/30  (1)

26,938,000‌

26,635‌

Service

Corp.

International,

3.375%,

8/15/30 

25,671,000‌

22,526‌

Service

Corp.

International,

4.625%,

12/15/27 

5,264,000‌

5,093‌

Six

Flags

Entertainment,

5.50%,

4/15/27  (1)

115,591,000‌

112,412‌

Six

Flags

Theme

Parks,

7.00%,

7/1/25  (1)

29,816,000‌

29,853‌

Surgery

Center

Holdings,

10.00%,

4/15/27  (1)

29,057,000‌

29,457‌

Teleflex,

4.25%,

6/1/28  (1)

5,408,000‌

5,124‌

Teleflex,

4.625%,

11/15/27 

31,363,000‌

30,500‌

TransDigm

,

5.50%,

11/15/27 

42,679,000‌

41,825‌

TransDigm

,

6.25%,

3/15/26  (1)

102,777,000‌

102,263‌

TransDigm

,

7.125%,

12/1/31  (1)

26,020,000‌

27,256‌

U.S.

Airways

PTT,

Series 2012-2,

Class

A,

4.625%,

6/3/25 

737,909‌

708‌

U.S.

Airways

PTT,

Series 2013-1,

Class

A,

3.95%,

11/15/25 

4,144,904‌

3,941‌

United

Airlines

PTT,

Series 2012-1,

Class

A,

4.15%,

4/11/24 

7,069,122‌

6,999‌

USI,

7.50%,

1/15/32  (1)

130,308,000‌

133,077‌

Vail

Resorts,

6.25%,

5/15/25  (1)

16,059,000‌

16,019‌

Yum!

Brands,

3.625%,

3/15/31 

51,278,000‌

46,150‌

Yum!

Brands,

4.625%,

1/31/32 

96,704,000‌

90,298‌

Yum!

Brands,

4.75%,

1/15/30  (1)

39,563,000‌

38,277‌

Yum!

Brands,

5.35%,

11/1/43 

73,562,000‌

71,539‌

Yum!

Brands,

5.375%,

4/1/32 

118,006,000‌

115,646‌

Yum!

Brands,

6.875%,

11/15/37 

32,250,000‌

35,193‌

Total

Miscellaneous

Corporate

Bonds

 0.0%  (10)

750‌

Total

Corporate

Bonds

(Cost

$5,428,694)

5,486,371‌

PREFERRED

STOCKS

0.2%

FINANCIALS

0.0%

Financial

Services

0.0%

Charles

Schwab,

Series

D,

5.95%  (11)

79,433‌

1,994‌

Total

Financials

1,994‌

UTILITIES

0.2%

Electric

Utilities

0.2%

CMS

Energy,

5.875%,

10/15/78  (5)

1,648,966‌

40,812‌

CMS

Energy,

5.875%,

3/1/79  (5)

1,205,279‌

30,096‌

SCE

Trust

IV,

Series

J,

VR,

5.375%  (5)(11)(12)

992,520‌

21,835‌

92,743‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

35

Shares/Par

$

Value

(Cost

and

value

in

$000s)

‡

Gas

&

Gas

Transmission

0.0%

NiSource,

Series

B,

VR,

6.50%  (11)(12)

490,204‌

12,235‌

12,235‌

Total

Utilities

104,978‌

Total

Preferred

Stocks

(Cost

$110,410)

106,972‌

U.S.

GOVERNMENT

AGENCY

OBLIGATIONS

(EXCLUDING

MORTGAGE-BACKED)

11.3%

U.S.

Treasury

Obligations

11.3%

U.S.

Treasury

Notes,

3.375%,

5/15/33 

2,647,821,700‌

2,545,219‌

U.S.

Treasury

Notes,

3.50%,

2/15/33 

675,132,700‌

655,617‌

U.S.

Treasury

Notes,

3.875%,

8/15/33 

1,773,025,300‌

1,773,579‌

U.S.

Treasury

Notes,

4.50%,

11/15/33 

1,322,642,000‌

1,390,841‌

6,365,256‌

Total

U.S.

Government

Agency

Obligations

(Excluding

Mortgage-Backed)

(Cost

$6,178,311)

6,365,256‌

SHORT-TERM

INVESTMENTS

5.7%

Money

Market

Funds

5.7%

T.

Rowe

Price

Government

Reserve

Fund,

5.42%  (5)(13)

3,237,133,005‌

3,237,133‌

Total

Short-Term

Investments

(Cost

$3,237,133)

3,237,133‌

Total

Investments

in

Securities

99.7%

of

Net

Assets

(Cost

$45,599,537)

$

56,314,660‌

‡

Shares/Par

and

Notional

Amount

are

denominated

in

U.S.

dollars

unless

otherwise

noted.

(1)

Security

was

purchased

pursuant

to

Rule

144A

under

the

Securities

Act

of

1933

and

may

be

resold

in

transactions

exempt

from

registration

only

to

qualified

institutional

buyers.

Total

value

of

such

securities

at

period-end

amounts

to

$4,422,365

and

represents

7.8%

of

net

assets.

(2)

Bank

loan

positions

may

involve

multiple

underlying

tranches.

In

those

instances,

the

position

presented

reflects

the

aggregate

of

those

respective

underlying

tranches

and

the

rate

presented

reflects

the

weighted

average

rate

of

the

settled

positions.

(3)

All

or

a

portion

of

this

loan

is

unsettled

as

of

December

31,

2023.

The

interest

rate

for

unsettled

loans

will

be

determined

upon

settlement

after

period

end.

(4)

See

Note

2.

Level

3

in

fair

value

hierarchy.

(5)

Affiliated

Companies

(6)

SEC

30-day

yield

(7)

Non-income

producing

T.

ROWE

PRICE

Capital

Appreciation

Fund

36

.

.

.

.

.

.

.

.

.

.

(8)

All

or

a

portion

of

this

security

is

pledged

to

cover

or

as

collateral

for

written

call

options

at

December

31,

2023.

(9)

Security

cannot

be

offered

for

public

resale

without

first

being

registered

under

the

Securities

Act

of

1933

and

related

rules

("restricted

security").

Acquisition

date

represents

the

day

on

which

an

enforceable

right

to

acquire

such

security

is

obtained

and

is

presented

along

with

related

cost

in

the

security

description.

The

fund

may

have

registration

rights

for

certain

restricted

securities.

Any

costs

related

to

such

registration

are

generally

borne

by

the

issuer.

The

aggregate

value

of

restricted

securities

(excluding

144A

holdings)

at

period

end

amounts

to

$255,379

and

represents

0.5%

of

net

assets.

(10)

The

identity

of

certain

securities

has

been

concealed

to

protect

the

fund

while

it

completes

a

purchase

or

selling

program

for

the

securities.

(11)

Perpetual

security

with

no

stated

maturity

date.

(12)

Security

is

a

fix-to-float

security,

which

carries

a

fixed

coupon

until

a

certain

date,

upon

which

it

switches

to

a

floating

rate.

Reference

rate

and

spread

are

provided

if

the

rate

is

currently

floating.

(13)

Seven-day

yield

1M

TSFR

One

month

term

SOFR

(Secured

overnight

financing

rate)

1M

USD

LIBOR

One

month

USD

LIBOR

(London

interbank

offered

rate)

3M

EURIBOR

Three

month

EURIBOR

(Euro

interbank

offered

rate)

3M

TSFR

Three

month

term

SOFR

(Secured

overnight

financing

rate)

EC

Escrow

CUSIP;

represents

a

beneficial

interest

in

a

residual

pool

of

assets;

the

amount

and

timing

of

future

distributions,

if

any,

is

uncertain;

when

presented,

interest

rate

and

maturity

date

are

those

of

the

original

security.

EUR

Euro

FRN

Floating

Rate

Note

OTC

Over-the-counter

PTT

Pass-Through

Trust

REIT

A

domestic

Real

Estate

Investment

Trust

whose

distributions

pass-through

with

original

tax

character

to

the

shareholder

VR

Variable

Rate;

rate

shown

is

effective

rate

at

period-end.

The

rates

for

certain

variable

rate

securities

are

not

based

on

a

published

reference

rate

and

spread

but

are

determined

by

the

issuer

or

agent

and

based

on

current

market

conditions.

T.

ROWE

PRICE

Capital

Appreciation

Fund

37

(Amounts

in

000s,

except

for

contracts)

OPTIONS

WRITTEN

(0.2)%

OTC

Options

Written

(0.2)%

Counterparty

Description

Contracts

Notional

Amount

$

Value

Citibank

AbbVie,

Call,

1/17/25

@

$160.00

3,998

61,957

(4,428‌)

Citibank

AbbVie,

Call,

1/17/25

@

$165.00

3,997

61,941

(3,587‌)

Citibank

AbbVie,

Call,

1/17/25

@

$175.00

5,094

78,942

(2,751‌)

JPMorgan

Chase

AbbVie,

Call,

1/19/24

@

$175.00

2,554

39,579

(27‌)

JPMorgan

Chase

AbbVie,

Call,

1/19/24

@

$180.00

3,828

59,322

(12‌)

JPMorgan

Chase

AbbVie,

Call,

1/19/24

@

$185.00

1,271

19,697

(1‌)

JPMorgan

Chase

AbbVie,

Call,

1/19/24

@

$195.00

1,271

19,697

(23‌)

JPMorgan

Chase

AbbVie,

Call,

1/19/24

@

$200.00

1,271

19,697

(19‌)

JPMorgan

Chase

AbbVie,

Call,

1/17/25

@

$165.00

3,908

60,562

(3,507‌)

JPMorgan

Chase

AbbVie,

Call,

1/17/25

@

$170.00

3,908

60,562

(2,599‌)

Citibank

Alphabet,

Class

A,

Call,

1/19/24

@

$142.00

6,415

89,611

(1,267‌)

Wells

Fargo

Bank

Amazon.com,

Call,

1/19/24

@

$135.00

6,452

98,032

(11,356‌)

UBS

Investment

Bank

Analog

Devices,

Call,

1/19/24

@

$200.00

1,606

31,889

(538‌)

UBS

Investment

Bank

Analog

Devices,

Call,

1/19/24

@

$210.00

322

6,394

(15‌)

UBS

Investment

Bank

Analog

Devices,

Call,

6/21/24

@

$210.00

322

6,394

(320‌)

UBS

Investment

Bank

Analog

Devices,

Call,

6/21/24

@

$220.00

322

6,394

(206‌)

JPMorgan

Chase

Apple,

Call,

1/19/24

@

$195.00

3,851

74,143

(813‌)

JPMorgan

Chase

Apple,

Call,

1/19/24

@

$200.00

3,208

61,764

(220‌)

JPMorgan

Chase

Apple,

Call,

1/19/24

@

$205.00

643

12,380

(12‌)

Goldman

Sachs

Becton

Dickinson

&

Company,

Call,

1/19/24

@

$270.00

1,923

46,888

(29‌)

T.

ROWE

PRICE

Capital

Appreciation

Fund

38

(Amounts

in

000s,

except

for

contracts)

Counterparty

Description

Contracts

Notional

Amount

$

Value

Goldman

Sachs

Becton

Dickinson

&

Company,

Call,

1/19/24

@

$280.00

1,923

46,889

(10‌)

Goldman

Sachs

Becton

Dickinson

&

Company,

Call,

1/19/24

@

$290.00

1,261

30,747

(47‌)

Goldman

Sachs

Becton

Dickinson

&

Company,

Call,

1/19/24

@

$300.00

1,261

30,747

(6‌)

JPMorgan

Chase

Danaher,

Call,

1/19/24

@

$290.00

3,172

73,381

(119‌)

JPMorgan

Chase

Danaher,

Call,

1/19/24

@

$300.00

625

14,459

(19‌)

JPMorgan

Chase

Danaher,

Call,

1/19/24

@

$310.00

625

14,459

(23‌)

JPMorgan

Chase

Danaher,

Call,

1/19/24

@

$320.00

625

14,459

(9‌)

Citibank

Equifax,

Call,

1/19/24

@

$230.00

322

7,963

(623‌)

Citibank

Equifax,

Call,

1/19/24

@

$240.00

321

7,938

(353‌)

JPMorgan

Chase

Exelon,

Call,

1/19/24

@

$45.00

18,205

65,356

(46‌)

JPMorgan

Chase

Exelon,

Call,

1/19/24

@

$47.00

4,322

15,516

(11‌)

JPMorgan

Chase

Exelon,

Call,

1/19/24

@

$50.00

4,683

16,812

(12‌)

JPMorgan

Chase

Exelon,

Call,

6/21/24

@

$47.00

643

2,308

(5‌)

Wells

Fargo

Bank

GE

HealthCare

Technologies,

Call,

1/19/24

@

$85.00

1,285

9,936

(10‌)

Wells

Fargo

Bank

GE

HealthCare

Technologies,

Call,

1/19/24

@

$90.00

3,851

29,776

(10‌)

Wells

Fargo

Bank

Hilton

Worldwide

Holdings,

Call,

1/19/24

@

$160.00

1,283

23,362

(2,746‌)

Citibank

Intercontinental

Exchange,

Call,

1/19/24

@

$115.00

3,837

49,278

(5,314‌)

Citibank

Intercontinental

Exchange,

Call,

1/17/25

@

$125.00

4,511

57,935

(7,330‌)

Citibank

Intercontinental

Exchange,

Call,

1/17/25

@

$130.00

4,511

57,935

(5,661‌)

Citibank

Keurig

Dr

Pepper,

Call,

1/19/24

@

$37.00

3,368

11,222

(8‌)

T.

ROWE

PRICE

Capital

Appreciation

Fund

39

(Amounts

in

000s,

except

for

contracts)

Counterparty

Description

Contracts

Notional

Amount

$

Value

Citibank

Keurig

Dr

Pepper,

Call,

1/19/24

@

$40.00

3,368

11,222

(8‌)

Citibank

Keurig

Dr

Pepper,

Call,

1/17/25

@

$35.00

9,112

30,361

(1,709‌)

Citibank

Keurig

Dr

Pepper,

Call,

1/17/25

@

$37.00

9,112

30,361

(1,344‌)

UBS

Investment

Bank

KKR,

Call,

1/19/24

@

$65.00

643

5,327

(1,154‌)

Wells

Fargo

Bank

Linde,

Call,

1/19/24

@

$390.00

1,279

52,530

(2,961‌)

Wells

Fargo

Bank

Linde,

Call,

1/19/24

@

$395.00

321

13,184

(587‌)

Wells

Fargo

Bank

Linde,

Call,

1/19/24

@

$410.00

321

13,184

(220‌)

Wells

Fargo

Bank

Linde,

Call,

1/17/25

@

$460.00

1,369

56,226

(2,444‌)

Wells

Fargo

Bank

Linde,

Call,

1/17/25

@

$480.00

1,369

56,226

(1,718‌)

Goldman

Sachs

Marsh

&

McLennan,

Call,

1/19/24

@

$200.00

321

6,082

(4‌)

Goldman

Sachs

Marsh

&

McLennan,

Call,

7/19/24

@

$210.00

1,432

27,132

(415‌)

Goldman

Sachs

Marsh

&

McLennan,

Call,

7/19/24

@

$220.00

1,432

27,132

(168‌)

Goldman

Sachs

Mastercard

,

Class

A,

Call,

1/19/24

@

$410.00

1,918

81,805

(3,606‌)

Goldman

Sachs

Mastercard

,

Class

A,

Call,

1/19/24

@

$420.00

1,594

67,986

(1,658‌)

Goldman

Sachs

Mastercard

,

Class

A,

Call,

1/19/24

@

$425.00

321

13,691

(226‌)

Goldman

Sachs

Mastercard

,

Class

A,

Call,

1/19/24

@

$430.00

1,272

54,252

(560‌)

UBS

Investment

Bank

Microsoft,

Call,

1/19/24

@

$360.00

1,284

48,283

(2,382‌)

UBS

Investment

Bank

Microsoft,

Call,

1/19/24

@

$365.00

482

18,125

(704‌)

UBS

Investment

Bank

Microsoft,

Call,

1/19/24

@

$375.00

1,284

48,284

(976‌)

UBS

Investment

Bank

Microsoft,

Call,

1/19/24

@

$385.00

482

18,125

(155‌)

Wells

Fargo

Bank

NXP

Semiconductors,

Call,

1/19/24

@

$210.00

643

14,768

(1,376‌)

Wells

Fargo

Bank

NXP

Semiconductors,

Call,

1/19/24

@

$220.00

643

14,768

(797‌)

T.

ROWE

PRICE

Capital

Appreciation

Fund

40

(Amounts

in

000s,

except

for

contracts)

Counterparty

Description

Contracts

Notional

Amount

$

Value

Wells

Fargo

Bank

NXP

Semiconductors,

Call,

6/21/24

@

$220.00

482

11,070

(1,277‌)

JPMorgan

Chase

PNC

Financial

Services

Group,

Call,

1/19/24

@

$170.00

1,525

23,615

(65‌)

JPMorgan

Chase

PNC

Financial

Services

Group,

Call,

1/19/24

@

$175.00

2,478

38,372

(43‌)

JPMorgan

Chase

PNC

Financial

Services

Group,

Call,

1/19/24

@

$185.00

933

14,447

(5‌)

JPMorgan

Chase

PNC

Financial

Services

Group,

Call,

1/19/24

@

$190.00

933

14,447

(5‌)

JPMorgan

Chase

PNC

Financial

Services

Group,

Call,

1/19/24

@

$200.00

933

14,448

(2‌)

Wells

Fargo

Bank

Republic

Services,

Call,

7/19/24

@

$170.00

651

10,736

(446‌)

Wells

Fargo

Bank

Republic

Services,

Call,

7/19/24

@

$175.00

651

10,736

(280‌)

Citibank

Roper

Technologies,

Call,

2/16/24

@

$510.00

322

17,554

(1,341‌)

Citibank

Roper

Technologies,

Call,

12/20/24

@

$580.00

1,267

69,073

(3,820‌)

Citibank

Roper

Technologies,

Call,

12/20/24

@

$600.00

1,267

69,073

(2,667‌)

Bank

of

America

S&P

Global,

Call,

1/19/24

@

$400.00

429

18,898

(1,823‌)

Bank

of

America

S&P

Global,

Call,

1/19/24

@

$410.00

207

9,119

(681‌)

Bank

of

America

S&P

Global,

Call,

1/19/24

@

$420.00

429

18,898

(1,000‌)

Bank

of

America

S&P

Global,

Call,

1/19/24

@

$430.00

207

9,119

(302‌)

Bank

of

America

S&P

Global,

Call,

1/19/24

@

$450.00

207

9,119

(63‌)

Bank

of

America

S&P

Global,

Call,

1/19/24

@

$470.00

207

9,119

(6‌)

UBS

Investment

Bank

S&P

Global,

Call,

1/19/24

@

$400.00

321

14,141

(1,364‌)

UBS

Investment

Bank

S&P

Global,

Call,

1/19/24

@

$410.00

321

14,141

(1,056‌)

Goldman

Sachs

Salesforce,

Call,

1/19/24

@

$230.00

964

25,367

(3,256‌)

T.

ROWE

PRICE

Capital

Appreciation

Fund

41

(Amounts

in

000s,

except

for

contracts)

Counterparty

Description

Contracts

Notional

Amount

$

Value

Goldman

Sachs

Salesforce,

Call,

1/19/24

@

$240.00

964

25,367

(2,376‌)

Goldman

Sachs

Salesforce,

Call,

6/21/24

@

$230.00

322

8,473

(1,463‌)

Goldman

Sachs

Salesforce,

Call,

6/21/24

@

$240.00

322

8,473

(1,237‌)

Wells

Fargo

Bank

Stryker,

Call,

1/19/24

@

$290.00

1,271

38,061

(1,589‌)

Wells

Fargo

Bank

Stryker,

Call,

1/19/24

@

$300.00

1,271

38,061

(705‌)

Wells

Fargo

Bank

Stryker,

Call,

1/19/24

@

$310.00

958

28,688

(168‌)

Wells

Fargo

Bank

Stryker,

Call,

1/19/24

@

$320.00

1,013

30,335

(46‌)

Wells

Fargo

Bank

Stryker,

Call,

1/17/25

@

$330.00

602

18,027

(1,198‌)

Wells

Fargo

Bank

Stryker,

Call,

1/17/25

@

$340.00

602

18,027

(1,041‌)

Citibank

UnitedHealth

Group,

Call,

1/17/25

@

$580.00

2,096

110,348

(6,409‌)

JPMorgan

Chase

UnitedHealth

Group,

Call,

1/19/24

@

$550.00

642

33,799

(183‌)

JPMorgan

Chase

UnitedHealth

Group,

Call,

1/17/25

@

$600.00

2,209

116,297

(5,230‌)

Goldman

Sachs

Visa,

Class

A,

Call,

1/19/24

@

$240.00

2,227

57,980

(4,782‌)

Goldman

Sachs

Visa,

Class

A,

Call,

1/19/24

@

$245.00

963

25,072

(1,627‌)

Goldman

Sachs

Visa,

Class

A,

Call,

1/19/24

@

$250.00

1,905

49,597

(2,276‌)

Goldman

Sachs

Visa,

Class

A,

Call,

1/19/24

@

$260.00

2,227

57,980

(919‌)

Goldman

Sachs

Visa,

Class

A,

Call,

6/21/24

@

$250.00

161

4,192

(376‌)

Goldman

Sachs

Visa,

Class

A,

Call,

6/21/24

@

$260.00

161

4,192

(275‌)

Citibank

Yum!

Brands,

Call,

1/19/24

@

$145.00

2,241

29,281

(28‌)

Citibank

Yum!

Brands,

Call,

1/19/24

@

$150.00

2,241

29,281

(39‌)

Wells

Fargo

Bank

Yum!

Brands,

Call,

1/19/24

@

$140.00

9,000

117,594

(68‌)

Wells

Fargo

Bank

Yum!

Brands,

Call,

1/17/25

@

$145.00

5,211

68,087

(2,840‌)

T.

ROWE

PRICE

Capital

Appreciation

Fund

42

(Amounts

in

000s,

except

for

contracts)

Counterparty

Description

Contracts

Notional

Amount

$

Value

Wells

Fargo

Bank

Yum!

Brands,

Call,

1/17/25

@

$150.00

5,211

68,087

(2,267‌)

Total

Options

Written

(Premiums

$(177,950))

$

(135,908‌)

T.

ROWE

PRICE

Capital

Appreciation

Fund

43

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

December

31,

2023.

Net

realized

gain

(loss),

investment

income,

change

in

net

unrealized

gain/loss,

and

purchase

and

sales

cost

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

CMS

Energy,

5.875%,

10/15/78 

$

(729‌)

$

5,912‌

$

2,782‌

CMS

Energy,

5.875%,

3/1/79 

(1,666‌)

7,103‌

2,842‌

Revvity

  ^^

1,791‌

(192,386‌)

2,059‌

SCE

Trust

IV,

Series

J,

VR,

5.375% 

(3,154‌)

8,320‌

1,695‌

T.

Rowe

Price

Institutional

Floating

Rate

Fund

–

Institutional

Class,

8.67% 

—‌

23,761‌

69,656‌

T.

Rowe

Price

Government

Reserve

Fund,

5.42%

—‌

—‌

128,383‌

Affiliates

not

held

at

period

end

(123,034‌)

279,246‌

2,700‌

Totals

$

(126,792‌)#

$

131,956‌

$

210,117‌+

Supplementary

Investment

Schedule

Affiliate

Value

12/31/22

Purchase

Cost

Sales

Cost

Value

12/31/23

CMS

Energy,

5.875%,

10/15/78 

$

49,731‌

$

—‌

$

14,831‌

$

40,812‌

CMS

Energy,

5.875%,

3/1/79 

61,510‌

—‌

38,517‌

30,096‌

Revvity

 ^^

*

473,094‌

12,663‌

1,090,876‌

SCE

Trust

IV,

Series

J,

VR,

5.375% 

29,636‌

—‌

16,121‌

21,835‌

T.

Rowe

Price

Institutional

Floating

Rate

Fund

–

Institutional

Class,

8.67% 

749,303‌

69,606‌

—‌

842,670‌

TransUnion 

576,044‌

—‌

855,290‌

—‌

T.

Rowe

Price

Government

Reserve

Fund,

5.42%

2,714,515‌

  ¤

  ¤

3,237,133‌

Total

$

5,263,422‌^

^^

Includes

previously

reported

affiliate

PerkinElmer

acquired

through

a

corporate

action.

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$0

of

the

net

realized

gain

(loss).

+

Investment

income

comprised

$210,117

of

dividend

income

and

$0

of

interest

income.

*

On

the

date

indicated,

issuer

was

held

but

not

considered

an

affiliated

company.

¤

Purchase

and

sale

information

not

shown

for

cash

management

funds.

^

The

cost

basis

of

investments

in

affiliated

companies

was

$5,277,508.

T.

ROWE

PRICE

Capital

Appreciation

Fund

December

31,

2023

Statement

of

Assets

and

Liabilities

44

($000s,

except

shares

and

per

share

amounts)

Assets

Investments

in

securities,

at

value

(cost

$45,599,537)

$

56,314,660‌

Interest

and

dividends

receivable

167,749‌

Cash

140,701‌

Receivable

for

shares

sold

84,345‌

Receivable

for

investment

securities

sold

15,177‌

Foreign

currency

(cost

$9,563)

9,650‌

Other

assets

823‌

Total

assets

56,733,105‌

Liabilities

Options

written

(premiums

$177,950)

135,908‌

Payable

for

shares

redeemed

51,441‌

Payable

for

investment

securities

purchased

44,020‌

Investment

management

fees

payable

26,477‌

Due

to

affiliates

844‌

Payable

to

directors

45‌

Other

liabilities

7,770‌

Total

liabilities

266,505‌

NET

ASSETS

$

56,466,600‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

December

31,

2023

Statement

of

Assets

and

Liabilities

45

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

10,884,674‌

Paid-in

capital

applicable

to

1,665,639,221

shares

of

$0.0001

par

value

capital

stock

outstanding;

4,000,000,000

shares

authorized

45,581,926‌

NET

ASSETS

$

56,466,600‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$31,624,020;

Shares

outstanding:

932,481,533)

$

33.91‌

Advisor

Class

(Net

assets:

$758,313;

Shares

outstanding:

22,710,652)

$

33.39‌

I

Class

(Net

assets:

$24,084,267;

Shares

outstanding:

710,447,036)

$

33.90‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

Statement

of

Operations

46

($000s)

Year

Ended

12/31/23

Investment

Income

(Loss)

Income

    Interest

$

947,887‌

Dividend

(net

of

foreign

taxes

of

$4,984)

612,497‌

Other

12‌

Total

income

1,560,396‌

Expenses

Investment

management

296,662‌

Shareholder

servicing

Investor

Class

$

37,306‌

Advisor

Class

1,023‌

I

Class

1,947‌

40,276‌

Rule

12b-1

fees

Advisor

Class

1,738‌

Prospectus

and

shareholder

reports

Investor

Class

878‌

Advisor

Class

12‌

I

Class

288‌

1,178‌

Registration

1,001‌

Custody

and

accounting

970‌

Proxy

and

annual

meeting

685‌

Directors

176‌

Legal

and

audit

61‌

Miscellaneous

366‌

Waived

/

paid

by

Price

Associates

(

11,283‌

)

Total

expenses

331,830‌

Net

investment

income

1,228,566‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

Statement

of

Operations

47

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

12/31/23

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Securities

1,613,693‌

Options

written

(

48,985‌

)

Foreign

currency

transactions

(

27‌

)

Net

realized

gain

1,564,681‌

Change

in

net

unrealized

gain

/

loss

Securities

6,107,714‌

Options

written

(

128,769‌

)

Other

assets

and

liabilities

denominated

in

foreign

currencies

229‌

Change

in

net

unrealized

gain

/

loss

5,979,174‌

Net

realized

and

unrealized

gain

/

loss

7,543,855‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

8,772,421‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

Statement

of

Changes

in

Net

Assets

48

($000s)

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/23

12/31/22

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

1,228,566‌

$

741,407‌

Net

realized

gain

1,564,681‌

3,279,720‌

Change

in

net

unrealized

gain

/

loss

5,979,174‌

(

10,458,404‌

)

Increase

(decrease)

in

net

assets

from

operations

8,772,421‌

(

6,437,277‌

)

Distributions

to

shareholders

Net

earnings

Investor

Class

(

1,261,594‌

)

(

2,278,489‌

)

Advisor

Class

(

28,937‌

)

(

55,813‌

)

I

Class

(

991,750‌

)

(

1,680,332‌

)

Decrease

in

net

assets

from

distributions

(

2,282,281‌

)

(

4,014,634‌

)

Capital

share

transactions

*

Shares

sold

Investor

Class

5,601,567‌

3,945,710‌

Advisor

Class

96,015‌

84,849‌

I

Class

4,316,299‌

10,858,872‌

Distributions

reinvested

Investor

Class

1,231,465‌

2,218,918‌

Advisor

Class

28,468‌

54,969‌

I

Class

955,112‌

1,617,001‌

Shares

redeemed

Investor

Class

(

5,000,242‌

)

(

13,844,290‌

)

Advisor

Class

(

111,230‌

)

(

129,121‌

)

I

Class

(

2,597,015‌

)

(

2,807,670‌

)

Increase

in

net

assets

from

capital

share

transactions

4,520,439‌

1,999,238‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

Statement

of

Changes

in

Net

Assets

49

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

Ended

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

12/31/23

12/31/22

Net

Assets

Increase

(decrease)

during

period

11,010,579‌

(

8,452,673‌

)

Beginning

of

period

45,456,021‌

53,908,694‌

End

of

period

$

56,466,600‌

$

45,456,021‌

*Share

information

(000s)

Shares

sold

Investor

Class

172,383‌

117,469‌

Advisor

Class

3,015‌

2,604‌

I

Class

132,898‌

318,283‌

Distributions

reinvested

Investor

Class

36,586‌

74,862‌

Advisor

Class

859‌

1,882‌

I

Class

28,384‌

54,573‌

Shares

redeemed

Investor

Class

(

154,453‌

)

(

408,978‌

)

Advisor

Class

(

3,497‌

)

(

3,921‌

)

I

Class

(

79,952‌

)

(

85,819‌

)

Increase

in

shares

outstanding

136,223‌

70,955‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

NOTES

TO

FINANCIAL

STATEMENTS

50

T.

Rowe

Price

Capital

Appreciation

Fund,

Inc.

(the

corporation) is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act).

The

Capital

Appreciation

Fund

(the

fund)

is a

diversified, open-end

management

investment

company

established

by

the

corporation. The

fund

seeks

long-term

capital

appreciation

by

investing

primarily

in

common

stocks.

It

may

also

hold

fixed-income

and

other

securities

to

help

preserve

principal

value.

The

fund

has three classes

of

shares:

the

Capital

Appreciation

Fund

(Investor

Class),

the

Capital

Appreciation

Fund–Advisor

Class

(Advisor

Class)

and

the

Capital

Appreciation

Fund–I

Class

(I

Class).

Advisor

Class

shares

are

sold

only

through

various

brokers

and

other

financial

intermediaries.

I

Class

shares

require

a

$500,000

initial

investment

minimum,

although

the

minimum

generally

is

waived

or

reduced

for

financial

intermediaries,

eligible

retirement

plans,

and

certain

other

accounts.

The

Advisor

Class

operates

under

a

Board-approved

Rule

12b-1

plan

pursuant

to

which

the

class

compensates

financial

intermediaries

for

distribution,

shareholder

servicing,

and/

or

certain

administrative

services;

the

Investor

and

I

Classes

do

not

pay

Rule

12b-1

fees. Each

class

has

exclusive

voting

rights

on

matters

related

solely

to

that

class;

separate

voting

rights

on

matters

that

relate

to

all

classes;

and,

in

all

other

respects,

the

same

rights

and

obligations

as

the

other

classes.

NOTE

1

-

SIGNIFICANT

ACCOUNTING

POLICIES 

Basis

of

Preparation

 The fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

in

the

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946

(ASC

946).

The

accompanying

financial

statements

were

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP),

including,

but

not

limited

to,

ASC

946.

GAAP

requires

the

use

of

estimates

made

by

management.

Management

believes

that

estimates

and

valuations

are

appropriate;

however,

actual

results

may

differ

from

those

estimates,

and

the

valuations

reflected

in

the

accompanying

financial

statements

may

differ

from

the

value

ultimately

realized

upon

sale

or

maturity.

Investment

Transactions,

Investment

Income,

and

Distributions

 Investment

transactions

are

accounted

for

on

the

trade

date

basis.

Income

and

expenses

are

recorded

on

the

accrual

basis.

Realized

gains

and

losses

are

reported

on

the

identified

cost

basis. Premiums

and

discounts

on

debt

securities

are

amortized

for

financial

reporting

purposes. Paydown

gains

and

losses

are

recorded

as

an

adjustment

to

interest

income. Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense. Dividends

received

from other

investment

companies are

reflected

as income;

capital

gain

distributions

are

reflected

as

realized

gain/

T.

ROWE

PRICE

Capital

Appreciation

Fund

51

loss. Dividend

income and

capital

gain

distributions

are

recorded

on

the

ex-dividend

date. Distributions

from

REITs

are

initially

recorded

as

dividend

income

and,

to

the

extent

such

represent

a

return

of

capital

or

capital

gain

for

tax

purposes,

are

reclassified

when

such

information

becomes

available. Non-cash

dividends,

if

any,

are

recorded

at

the

fair

market

value

of

the

asset

received. Proceeds

from

litigation

payments,

if

any,

are

included

in

either

net

realized

gain

(loss)

or

change

in

net

unrealized

gain/loss

from

securities. Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date. Income

distributions,

if

any,

are

declared

and

paid

by

each

class annually. A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by

the

fund

annually.

Currency

Translation

 Assets,

including

investments,

and

liabilities

denominated

in

foreign

currencies

are

translated

into

U.S.

dollar

values

each

day

at

the

prevailing

exchange

rate,

using

the

mean

of

the

bid

and

asked

prices

of

such

currencies

against

U.S.

dollars

as

provided

by

an

outside

pricing

service.

Purchases

and

sales

of

securities,

income,

and

expenses

are

translated

into

U.S.

dollars

at

the

prevailing

exchange

rate

on

the

respective

date

of

such

transaction.

The

effect

of

changes

in

foreign

currency

exchange

rates

on

realized

and

unrealized

security

gains

and

losses

is

not

bifurcated

from

the

portion

attributable

to

changes

in

market

prices.

Class

Accounting

 Shareholder

servicing,

prospectus,

and

shareholder

report

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to

all

classes,

investment

income,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

The

Advisor

Class

pays

Rule

12b-1

fees,

in

an

amount

not

exceeding

0.25%

of

the

class’s

average

daily

net

assets.

In-Kind

Redemptions

 In

accordance

with

guidelines

described

in

the

fund’s

prospectus,

and

when

considered

to

be

in

the

best

interest

of

all

shareholders,

the

fund

may

distribute

portfolio

securities

rather

than

cash

as

payment

for

a

redemption

of

fund

shares

(in-kind

redemption).

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

December

31,

2023,

the

fund

realized

$40,584,000 of

net

gain

on

$119,948,000

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

on

the

NYSE

is

restricted,

if

the

NYSE

closes

earlier,

or

as

may

be

permitted

by

the

SEC.

Purchases

and

redemptions

of

fund

shares

are

transacted

at

the

next-computed

NAV

per

share,

after

receipt

of

the

transaction

order

by

T.

Rowe

Price

Associates,

Inc.,

or

its

agents.

T.

ROWE

PRICE

Capital

Appreciation

Fund

52

New

Accounting

Guidance

 In

June

2022,

the

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2022-03,

Fair

Value

Measurement

(Topic

820)

–

Fair

Value

Measurement

of

Equity

Securities

Subject

to

Contractual

Sale

Restrictions,

which

clarifies

that

a

contractual

restriction

on

the

sale

of

an

equity

security

is

not

considered

part

of

the

unit

of

account

of

the

equity

security

and,

therefore,

is

not

considered

in

measuring

fair

value.

The

amendments

under

this

ASU

are

effective

for

fiscal

years

beginning

after

December

15,

2023;

however,

the

fund

opted

to

early

adopt,

as

permitted,

effective

December

1,

2022. Adoption

of

the

guidance

did not

have

a

material

impact

on

the fund's

financial  statements.

The

FASB

issued

Accounting

Standards

Update

(ASU),

ASU

2020–04,

Reference

Rate

Reform

(Topic

848) –

Facilitation

of

the

Effects

of

Reference

Rate

Reform

on

Financial

Reporting

in

March

2020

and

ASU

2021-01

in

January

2021

which

provided

further

amendments

and

clarifications

to

Topic

848.

These

ASUs provide

optional,

temporary

relief

with

respect

to

the

financial

reporting

of

contracts

subject

to

certain

types

of

modifications

due

to

the

planned

discontinuation

of

the

London

Interbank

Offered

Rate

(LIBOR),

and

other

interbank-offered

based

reference

rates,

through December

31,

2022.

In

December

2022,

FASB

issued

ASU

2022-06

which

defers

the

sunset

date

of

Topic

848

from

December

31,

2022

to

December

31,

2024,

after

which

entities

will

no

longer

be

permitted

to

apply

the

relief

in

Topic

848.

Management

intends

to

rely

upon

the

relief

provided

under

Topic

848,

which

is

not

expected to

have

a

material

impact

on

the fund's

financial  statements.

Indemnification

 In

the

normal

course

of

business, the

fund

may

provide

indemnification

in

connection

with

its

officers

and

directors,

service

providers,

and/or

private

company

investments. The

fund’s

maximum

exposure

under

these

arrangements

is

unknown;

however,

the

risk

of

material

loss

is

currently

considered

to

be

remote.

NOTE

2

-

VALUATION 

Fair

Value

  The

fund’s

financial

instruments

are

valued

at

the

close

of

the

NYSE

and

are

reported

at

fair

value,

which

GAAP

defines

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date. The fund’s

Board

of

Directors

(the

Board)

has

designated

T.

Rowe

Price

Associates,

Inc.

as

the

fund’s

valuation

designee

(Valuation

Designee).

Subject

to

oversight

by

the

Board,

the

Valuation

Designee

performs

the

following

functions

in

performing

fair

value

determinations:

assesses

and

manages

valuation

risks;

establishes

and

applies

fair

value

methodologies;

tests

fair

value

methodologies;

T.

ROWE

PRICE

Capital

Appreciation

Fund

53

and

evaluates

pricing

vendors

and

pricing

agents.

The

duties

and

responsibilities

of

the

Valuation

Designee

are

performed

by

its

Valuation

Committee. The

Valuation

Designee provides

periodic

reporting

to

the

Board

on

valuation

matters.

Various

valuation

techniques

and

inputs

are

used

to

determine

the

fair

value

of

financial

instruments.

GAAP

establishes

the

following

fair

value

hierarchy

that

categorizes

the

inputs

used

to

measure

fair

value:

Level

1

–

quoted

prices

(unadjusted)

in

active

markets

for

identical

financial

instruments

that

the

fund

can

access

at

the

reporting

date

Level

2

–

inputs

other

than

Level

1

quoted

prices

that

are

observable,

either

directly

or

indirectly

(including,

but

not

limited

to,

quoted

prices

for

similar

financial

instruments

in

active

markets,

quoted

prices

for

identical

or

similar

financial

instruments

in

inactive

markets,

interest

rates

and

yield

curves,

implied

volatilities,

and

credit

spreads)

Level

3

–

unobservable

inputs

(including

the Valuation

Designee’s assumptions

in

determining

fair

value)

Observable

inputs

are

developed

using

market

data,

such

as

publicly

available

information

about

actual

events

or

transactions,

and

reflect

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

Unobservable

inputs

are

those

for

which

market

data

are

not

available

and

are

developed

using

the

best

information

available

about

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

GAAP

requires

valuation

techniques

to

maximize

the

use

of

relevant

observable

inputs

and

minimize

the

use

of

unobservable

inputs.

When

multiple

inputs

are

used

to

derive

fair

value,

the

financial

instrument

is

assigned

to

the

level

within

the

fair

value

hierarchy

based

on

the

lowest-level

input

that

is

significant

to

the

fair

value

of

the

financial

instrument.

Input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level

but

rather

the

degree

of

judgment

used

in

determining

those

values.

Valuation

Techniques 

Equity

securities,

including

exchange-traded

funds, listed

or

regularly

traded

on

a

securities

exchange

or

in

the

over-the-counter

(OTC)

market

are

valued

at

the

last

quoted

sale

price

or,

for

certain

markets,

the

official

closing

price

at

the

time

the

valuations

are

made.

OTC

Bulletin

Board

securities

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices.

A

security

that

is

listed

or

traded

on

more

than

one

exchange

is

valued

at

the

quotation

on

the

exchange

determined

to

be

the

primary

market

for

such

security.

Listed

securities

not

traded

on

a

particular

day

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices

for

domestic

securities.

T.

ROWE

PRICE

Capital

Appreciation

Fund

54

Debt

securities

generally

are

traded

in

the over-the-counter

(OTC)

market

and

are

valued

at

prices

furnished

by

independent

pricing

services

or

by

broker

dealers

who

make

markets

in

such

securities.

When

valuing

securities,

the

independent

pricing

services

consider

factors

such

as,

but

not

limited

to,

the

yield

or

price

of

bonds

of

comparable

quality,

coupon,

maturity,

and

type,

as

well

as

prices

quoted

by

dealers

who

make

markets

in

such

securities.

Investments

in

mutual

funds

are

valued

at

the

mutual

fund’s

closing

NAV

per

share

on

the

day

of

valuation.

Listed

options,

and

OTC

options

with

a

listed

equivalent,

are

valued

at

the

mean

of

the

closing

bid

and

asked

prices

and

exchange-traded

options

on

futures

contracts

are

valued

at

closing

settlement

prices.

Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value. 

Investments

for

which

market

quotations are

not

readily

available

or

deemed

unreliable

are

valued

at

fair

value

as

determined

in

good

faith

by

the

Valuation

Designee.

The

Valuation

Designee

has

adopted

methodologies

for

determining

the

fair

value

of

investments

for

which

market

quotations

are

not

readily

available

or

deemed

unreliable,

including

the

use

of

other

pricing

sources.

Factors

used

in

determining

fair

value

vary

by

type

of

investment

and

may

include

market

or

investment

specific

considerations.

The

Valuation

Designee typically

will

afford

greatest

weight

to

actual

prices

in

arm’s

length

transactions,

to

the

extent

they

represent

orderly

transactions

between

market

participants,

transaction

information

can

be

reliably

obtained,

and

prices

are

deemed

representative

of

fair

value.

However,

the

Valuation

Designee may

also

consider

other

valuation

methods

such

as

market-based

valuation

multiples;

a

discount

or

premium

from

market

value

of

a

similar,

freely

traded

security

of

the

same

issuer;

discounted

cash

flows;

yield

to

maturity;

or

some

combination.

Fair

value

determinations

are

reviewed

on

a

regular

basis.

Because

any

fair

value

determination

involves

a

significant

amount

of

judgment,

there

is

a

degree

of

subjectivity

inherent

in

such

pricing

decisions. Fair

value

prices

determined

by

the

Valuation

Designee could

differ

from

those

of

other

market

participants,

and

it

is

possible

that

the

fair

value

determined

for

a

security

may

be

materially

different

from

the

value

that

could

be

realized

upon

the

sale

of

that

security.

T.

ROWE

PRICE

Capital

Appreciation

Fund

55

Valuation

Inputs

  The

following

table

summarizes

the

fund’s

financial

instruments,

based

on

the

inputs

used

to

determine

their

fair

values

on

December

31,

2023

(for

further

detail

by

category,

please

refer

to

the

accompanying

Portfolio

of

Investments):

NOTE

3

-

DERIVATIVE

INSTRUMENTS 

During

the

year ended

December

31,

2023,

the

fund

invested

in

derivative

instruments.

As

defined

by

GAAP,

a

derivative

is

a

financial

instrument

whose

value

is

derived

from

an

underlying

security

price,

foreign

exchange

rate,

interest

rate,

index

of

prices

or

rates,

or

other

variable;

it

requires

little

or

no

initial

investment

and

permits

or

requires

net

settlement.

The

fund

invests

in

derivatives

only

if

the

expected

risks

and

rewards

are

consistent

with

its

investment

objectives,

policies,

and

overall

risk

profile,

as

described

in

its

prospectus

and

Statement

of

Additional

Information.

The

fund

may

use

derivatives

for

a

variety

of

purposes

and

may

use

them

to

establish

both

long

and

short

positions

within

the

fund’s

portfolio.

Potential

uses

include

to

hedge

against

declines

in

principal

value,

increase

yield,

invest

in

an

asset

with

greater

efficiency

and

at

a

lower

cost

than

is

possible

through

direct

investment,

to

enhance

return,

or

to

adjust

credit

exposure.

($000s)

Level

1

Level

2

Level

3

Total

Value

Assets

Fixed

Income

Securities

1

$

—

$

6,402,795

$

—

$

6,402,795

Bank

Loans

—

5,135,695

5,752

5,141,447

Bond

Mutual

Funds

842,670

—

—

842,670

Common

Stocks

34,841,893

—

123,055

34,964,948

Convertible

Preferred

Stocks

—

—

132,324

132,324

Corporate

Bonds

—

5,486,371

—

5,486,371

Preferred

Stocks

106,972

—

—

106,972

Short-Term

Investments

3,237,133

—

—

3,237,133

Total

$

39,028,668

$

17,024,861

$

261,131

$

56,314,660

Liabilities

Options

Written

$

—

$

135,908

$

—

$

135,908

1

Includes

Asset-Backed

Securities

and

U.S.

Government

Agency

Obligations

(Excluding

Mortgage-Backed).

T.

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Fund

56

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

assets

on

its

financial

statements,

nor

does

it

offset

the

fair

value

of

derivative

instruments

against

the

right

to

reclaim

or

obligation

to

return

collateral.

The

following

table

summarizes

the

fair

value

of

the

fund’s

derivative

instruments

held

as

of

December

31,

2023,

and

the

related

location

on

the

accompanying

Statement

of

Assets

and

Liabilities,

presented

by

primary

underlying

risk

exposure:

Additionally,

the

amount

of

gains

and

losses

on

derivative

instruments

recognized

in

fund

earnings

during

the

year ended

December

31,

2023,

and

the

related

location

on

the

accompanying

Statement

of

Operations

is

summarized

in

the

following

table

by

primary

underlying

risk

exposure: 

($000s)

Location

on

Statement

of

Assets

and

Liabilities

Fair

Value

Liabilities

Equity

derivatives

Options

Written

$

135,908‌

Total

$

135,908‌

($000s)                                               

Location

of

Gain

(Loss)

on

Statement

of

Operations

Options

Written

Realized

Gain

(Loss)

Equity

derivatives

$

(48,985‌)

Total

$

(48,985‌)

T.

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PRICE

Capital

Appreciation

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57

Counterparty

Risk

and

Collateral

 The

fund

invests

in

derivatives,

such

as

non-cleared

bilateral

swaps,

forward

currency

exchange

contracts,

and/or

OTC

options,

that

are

transacted

and

settle

directly

with

a

counterparty

(bilateral

derivatives),

and

thereby

may

expose

the

fund

to

counterparty

risk.

To

mitigate

this

risk,

the

fund

has

entered

into

master

netting

arrangements

(MNAs)

with

certain

counterparties

that

permit

net

settlement

under

specified

conditions

and,

for

certain

counterparties,

also

require

the

exchange

of

collateral

to

cover

mark-to-market

exposure.

MNAs

may

be

in

the

form

of

International

Swaps

and

Derivatives

Association

master

agreements

(ISDAs)

or

foreign

exchange

letter

agreements

(FX

letters).

MNAs

govern

the

ability

to

offset

amounts

the

fund

owes

a

counterparty

against

amounts

the

counterparty

owes

the

fund

(net

settlement).

Both

ISDAs

and

FX

letters

generally

allow

termination

of

transactions

and

net

settlement

upon

the

occurrence

of

contractually

specified

events,

such

as

failure

to

pay

or

bankruptcy.

In

addition,

ISDAs

specify

other

events,

the

occurrence

of

which

would

allow

one

of

the

parties

to

terminate.

For

example,

a

downgrade

in

credit

rating

of

a

counterparty

below

a

specified

rating

would

allow

the

fund

to

terminate,

while

a

decline

in

the

fund’s

net

assets

of

more

than

a

specified

percentage

would

allow

the

counterparty

to

terminate.

Upon

termination,

all

transactions

with

that

counterparty

would

be

liquidated

and

a

net

termination

amount

determined.

ISDAs

typically

include

collateral

agreements

whereas

FX

letters

do

not.

Collateral

requirements

are

determined

daily

based

on

the

net

aggregate

unrealized

gain

or

loss

on

all

bilateral

derivatives

with

each

counterparty,

subject

to

minimum

transfer

amounts

that

typically

range

from

$100,000

to

$250,000.

Any

additional

collateral

required

due

to

changes

in

security

values

is

typically

transferred

the

next

business

day.

Collateral may

be

in

the

form

of

cash

or

debt

securities

issued

by

the

U.S.

government

or

related

agencies,

although

other

securities

may

be

used

depending

on

the

terms

outlined

in

the

applicable

MNA.

Cash

posted

by

the

fund

is

reflected

as

cash

deposits

in

the

accompanying

financial

statements

and

generally

is

restricted

from

withdrawal

by

the

fund;

securities

posted

by

the

fund

are

so

noted

in

the

accompanying

Portfolio

of

Investments;

both

remain

in

the

fund’s

assets.

Collateral

pledged

by

counterparties

($000s)                                                

Location

of

Gain

(Loss)

on

Statement

of

Operations

Options

Written

Change

in

Unrealized

Gain

(Loss)

Equity

derivatives

$

(128,769‌)

Total

$

(128,769‌)

T.

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Capital

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Fund

58

is

not

included

in

the

fund’s

assets

because

the

fund

does

not

obtain

effective

control

over

those

assets.

For

bilateral

derivatives,

collateral

posted

or

received

by

the

fund

is

held

in

a

segregated

account

at

the

fund’s

custodian.

While

typically

not

sold

in

the

same

manner

as

equity

or

fixed

income

securities,

OTC

and

bilateral

derivatives

may

be

unwound

with

counterparties

or

transactions

assigned

to

other

counterparties

to

allow

the

fund

to

exit

the

transaction.

This

ability

is

subject

to

the

liquidity

of

underlying

positions. As

of

December

31,

2023,

securities

valued

at $243,004,000

had

been

posted

by

the

fund

to

counterparties

for

bilateral

derivatives. As

of

December

31,

2023,

no

collateral

was

pledged

by

counterparties

to

the

fund

for

bilateral

derivatives.

Options 

 The

fund

is

subject

to equity

price

risk in

the

normal

course

of

pursuing

its

investment

objectives

and

uses

options

to

help

manage

such

risk.

The

fund

may

use

options

to

manage

exposure

to

security

prices,

interest

rates,

foreign

currencies,

and

credit

quality;

as

an

efficient

means

of

adjusting

exposure

to

all

or

a

part

of

a

target

market;

to

enhance

income;

as

a

cash

management

tool;

or

to

adjust

credit

exposure.

The

fund

may

buy

or

sell

options

that

can

be

settled

either

directly

with

the

counterparty

(OTC

option)

or

through

a

central

clearinghouse

(exchange-traded

option).

Options

are

included

in

net

assets

at

fair

value,

options

purchased

are

included

in

Investments

in

Securities,

and

options

written

are

separately

reflected

as

a

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

Premiums

on

unexercised,

expired

options

are

recorded

as

realized

gains

or

losses

on

the

accompanying

Statement

of

Operations;

premiums

on

exercised

options

are

recorded

as

an

adjustment

to

the

proceeds

from

the

sale

or

cost

of

the

purchase.

The

difference

between

the

premium

and

the

amount

received

or

paid

in

a

closing

transaction

is

also

treated

as

realized

gain

or

loss

on

the

accompanying

Statement

of

Operations.

In

return

for

a

premium

paid,

call

and

put

options

give

the

holder

the

right,

but

not

the

obligation,

to

purchase

or

sell,

respectively,

a

security

at

a

specified

exercise

price.

Risks related

to

the

use

of

options

include

possible

illiquidity

of

the

options

markets;

trading

restrictions

imposed

by

an

exchange

or

counterparty;

possible

failure

of

counterparties

to

meet

the

terms

of

the

agreements;

movements

in

the

underlying

asset

values

and,

for

options

written,

the

potential

for

losses

to

exceed

any

premium

received

by

the

fund.

During

the

year ended

December

31,

2023,

the

volume

of

the

fund’s

activity

in

options,

based

on

underlying

notional

amounts,

was

generally

between

6%

and

15%

of

net

assets.

NOTE

4

-

OTHER

INVESTMENT

TRANSACTIONS 

Consistent

with

its

investment

objective,

the

fund

engages

in

the

following

practices

to

manage

exposure

to

certain

risks

and/or

to

enhance

performance.

The

investment

objective,

policies,

program,

and

risk

factors

of

the

fund

are

described

more

fully

in

the

fund's

prospectus

and

Statement

of

Additional

Information.

T.

ROWE

PRICE

Capital

Appreciation

Fund

59

Noninvestment-Grade

Debt

 The

fund

invests,

either

directly

or

through

its

investment

in

other

T.

Rowe

Price

funds,

in

noninvestment-grade

debt,

including

“high

yield”

or

“junk”

bonds

or

leveraged

loans.

Noninvestment-grade

debt

issuers

are

more

likely

to

suffer

an

adverse

change

in

financial

condition

that

would

result

in

the

inability

to

meet

a

financial

obligation.

The

noninvestment-grade

debt

market

may

experience

sudden

and

sharp

price

swings

due

to

a

variety

of

factors

that

may

decrease

the

ability

of

issuers

to

make

principal

and

interest

payments

and

adversely

affect

the

liquidity

or

value,

or

both,

of

such

securities.

Accordingly,

securities

issued

by

such

companies

carry

a

higher

risk

of

default

and

should

be

considered

speculative. 

Restricted

Securities

 The

fund

invests

in

securities

that

are

subject

to

legal

or

contractual

restrictions

on

resale.

Prompt

sale

of

such

securities

at

an

acceptable

price

may

be

difficult

and

may

involve

substantial

delays

and

additional

costs.

Bank

Loans

 The

fund

invests

in

bank

loans,

which

represent

an

interest

in

amounts

owed

by

a

borrower

to

a

syndicate

of

lenders.

Bank

loans

are

generally

noninvestment

grade

and

often

involve

borrowers

whose

financial

condition

is

highly

leveraged.

The

fund

may

invest

in

fixed

and

floating

rate

loans,

which

may

include

senior

floating

rate

loans;

secured

and

unsecured

loans,

second

lien

or

more

junior

loans;

and

bridge

loans

or

bridge

facilities.

Certain

bank

loans

may

be

revolvers

which

are

a

form

of

senior

bank

debt,

where

the

borrower

can

draw

down

the

credit

of

the

revolver

when

it

needs

cash

and

repays

the

credit

when

the

borrower

has

excess

cash.

Certain

loans

may

be

“covenant-lite”

loans,

which

means

the

loans

contain

fewer

maintenance

covenants

than

other

loans

(in

some

cases,

none)

and

do

not

include

terms

which

allow

the

lender

to

monitor

the

performance

of

the

borrower

and

declare

a

default

if

certain

criteria

are

breached.

As

a

result

of

these

risks,

the

fund’s

exposure

to

losses

may

be

increased.

Bank

loans

may

be

in

the

form

of

either

assignments

or

participations.

A

loan

assignment

transfers

all

legal,

beneficial,

and

economic

rights

to

the

buyer,

and

transfer

typically

requires

consent

of

both

the

borrower

and

agent.

In

contrast,

a

loan

participation

generally

entitles

the

buyer

to

receive

the

cash

flows

from

principal,

interest,

and

any

fee

payments

on

a

portion

of

a

loan;

however,

the

seller

continues

to

hold

legal

title

to

that

portion

of

the

loan.

As

a

result,

the

buyer

of

a

loan

participation

generally

has

no

direct

recourse

against

the

borrower

and

is

exposed

to

credit

risk

of

both

the

borrower

and

seller

of

the

participation.

Bank

loans

often

have

extended

settlement

periods,

generally

may

be

repaid

at

any

time

at

the

option

of

the

borrower,

and

may

require

additional

principal

to

be

funded

at

the

borrowers’

discretion

at

a

later

date

(e.g.

unfunded

commitments

and

revolving

debt

instruments).

Until

settlement,

the

fund

maintains

liquid

assets

sufficient

to

settle

its

unfunded

loan

commitments.

The

fund

reflects

both

the

funded

portion

of

a

bank

loan

as

well

as

its

unfunded

commitment

in

the

Portfolio

of

Investments.

However,

if

a

credit

T.

ROWE

PRICE

Capital

Appreciation

Fund

60

agreement

provides

no

initial

funding

of

a

tranche,

and

funding

of

the

full

commitment

at

a

future

date(s)

is

at

the

borrower’s

discretion

and

considered

uncertain,

a

loan

is

reflected

in

the

Portfolio

of

Investments

only

if,

and

only

to

the

extent

that,

the

fund

has

actually

settled

a

funding

commitment.

Other 

Purchases

and

sales

of

portfolio

securities

other

than

in-kind

transactions,

if

any,

short-term and

U.S.

government

securities

aggregated $24,249,054,000 and

$23,974,895,000,

respectively,

for

the

year ended

December

31,

2023.

Purchases

and

sales

of

U.S.

government

securities

aggregated

$9,719,270,000 and

$7,488,311,000,

respectively,

for

the

year ended

December

31,

2023.

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

and

deemed

distributions

on

shareholder

redemptions.

T.

ROWE

PRICE

Capital

Appreciation

Fund

61

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

At

December

31,

2023,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were as

follows:

At

December

31,

2023,

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

post-October

loss

deferrals.

The

fund

has

elected

to

defer

certain

losses

to

the

first

day

of

the

following

fiscal

year

for

post-October

capital

loss

deferrals.

($000s)

December

31,

2023

December

31,

2022

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

1,356,554‌

$

727,424‌

Long-term

capital

gain

925,727‌

3,287,210‌

Total

distributions

$

2,282,281‌

$

4,014,634‌

($000s)

Cost

of

investments

$

45,717,039‌

Unrealized

appreciation

$

11,193,454‌

Unrealized

depreciation

(731,480‌)

Net

unrealized

appreciation

(depreciation)

$

10,461,974‌

($000s)

Undistributed

long-term

capital

gain

$

555,767‌

Net

unrealized

appreciation

(depreciation)

10,461,974‌

Loss

carryforwards

and

deferrals

(133,067‌)

Total

distributable

earnings

(loss)

$

10,884,674‌

T.

ROWE

PRICE

Capital

Appreciation

Fund

62

NOTE

6

-

FOREIGN  TAXES

The

fund

is

subject

to

foreign

income

taxes

imposed

by

certain

countries

in

which

it

invests.

Additionally,

capital

gains

realized

upon

disposition

of

securities

issued

in

or

by

certain

foreign

countries

are

subject

to

capital

gains

tax

imposed

by

those

countries.

All

taxes

are

computed

in

accordance

with

the

applicable

foreign

tax

law,

and,

to

the

extent

permitted,

capital

losses

are

used

to

offset

capital

gains.

Taxes

attributable

to

income

are

accrued

by

the

fund

as

a

reduction

of

income.

Current

and

deferred

tax

expense

attributable

to

capital

gains

is

reflected

as

a

component

of

realized

or

change

in

unrealized

gain/loss

on

securities

in

the

accompanying

financial

statements.

To

the

extent

that

the

fund

has

country

specific

capital

loss

carryforwards,

such

carryforwards

are

applied

against

net

unrealized

gains

when

determining

the

deferred

tax

liability.

Any

deferred

tax

liability

incurred

by

the

fund

is

included

in

either

Other

liabilities

or

Deferred

tax

liability

on

the

accompanying

Statement

of

Assets

and

Liabilities.

NOTE

7

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

(Price

Group). Price

Associates

has

entered

into

a

sub-advisory

agreement(s)

with

one

or

more

of

its

wholly

owned

subsidiaries,

to

provide

investment

advisory

services

to

the

fund. The

investment

management

agreement

between

the

fund

and

Price

Associates

provides

for

an

annual

investment

management

fee,

which

is

computed

daily

and

paid

monthly.

The

fee

consists

of

an

individual

fund

fee

equal

to

0.30%

of

the fund’s

average

daily

net

assets,

and

a

group

fee.

The

group

fee

rate

is

calculated

based

on

the

combined

net

assets

of

certain

mutual

funds

sponsored

by

Price

Associates

(the

group)

applied

to

a

graduated

fee

schedule,

with

rates

ranging

from

0.48%

for

the

first

$1

billion

of

assets

to

0.260%

for

assets

in

excess

of

$845

billion.

The

fund’s

group

fee

is

determined

by

applying

the

group

fee

rate

to

the

fund’s

average

daily

net

assets.

At December

31,

2023,

the

effective

annual

group

fee

rate

was

0.29%. Effective

April

30,

2019,

Price

Associates

has

contractually

agreed,

at

least

through

April

30,

2025,

to

waive

a

portion

of

its

management

fee

so

that

an

individual

fund

fee

of 0.27%

is

applied

to

the

fund’s

average

daily

net

assets

that

are

equal

to

or

greater

than $27.5 billion.

Thereafter,

this

agreement

will

automatically

renew

for

one-year

terms

unless

terminated

by

the

fund’s

Board.

Any

fees

waived

under

this

agreement

are

not

subject

to

reimbursement

to

Price

Associates

by

the

fund. The

total

management

fees

waived

were $6,928,000

and

allocated

ratably

in

the

amounts

of

$3,925,000

for

the

Investor

Class,

$96,000

for

the

Advisor

Class,

and

$2,907,000

for

the

I

Class,

for

the

year

ended

December

31,

2023.

T.

ROWE

PRICE

Capital

Appreciation

Fund

63

Effective

November

1,

2023,

the Investor Class

is

subject

to

a

contractual

expense

limitation

through

the

expense

limitation

date

indicated

in

the

table

below.

Prior

to

November

1,

2023,

the

Investor Class

was

not

subject

to

a

contractual

expense

limitation.

Effective

June

1,

2023,

the Advisor Class is subject

to

a

contractual

expense

limitation

through

the

expense

limitation

date

indicated

in

the

table

below.

Prior

to June

1,

2023,

the Advisor

Class was

not

subject

to

a

contractual

expense

limitation.

During

the

limitation

period,

Price

Associates

is required

to

waive

or

pay

any

expenses

(excluding

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

non-recurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses)

that

would

otherwise

cause

the

class’s

ratio

of

annualized

total

expenses

to

average

net

assets

(net

expense

ratio)

to

exceed

its

expense

limitation.

Each

class

is

required

to

repay

Price

Associates

for

expenses

previously

waived/paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

net

expense

ratio

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

expense

limitation

in

place

at

the

time

such

amounts

were

waived;

or

(2)

the

class’s

current

expense

limitation.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver. 

The

I

Class

is

also

subject

to

an

operating

expense

limitation

(I

Class

Limit)

pursuant

to

which

Price

Associates

is

contractually

required

to

pay

all

operating

expenses

of

the

I

Class,

excluding

management

fees;

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage; non-recurring,

extraordinary expenses; and

acquired

fund

fees

and

expenses, to

the

extent

such

operating

expenses,

on

an

annualized

basis,

exceed

the

I

Class

Limit. This

agreement

will

continue

through

the

expense

limitation

date

indicated

in

the

table

below,

and

may

be

renewed,

revised,

or

revoked

only

with

approval

of

the

fund’s

Board.

The

I

Class

is

required

to

repay

Price

Associates

for

expenses

previously

paid

to

the

extent

the

class’s

net

assets

grow

or

expenses

decline

sufficiently

to

allow

repayment

without

causing

the

class’s

operating

expenses

(after

the

repayment

is

taken

into

account)

to

exceed

the

lesser

of:

(1)

the

I

Class

Limit

in

place

at

the

time

such

amounts

were

paid;

or

(2)

the

current

I

Class

Limit.

However,

no

repayment

will

be

made

more

than

three

years

after

the

date

of

a

payment

or

waiver.

Investor

Class

Advisor

Class

I

Class

Expense

limitation/I

Class

Limit

0.94%

1.19%

0.05%

Expense

limitation

date

04/30/26

04/30/26

04/30/26

(Waived)/repaid

during

the

period

($000s)

$—

$—

$—

T.

ROWE

PRICE

Capital

Appreciation

Fund

64

In

addition,

the

fund

has

entered

into

service

agreements

with

Price

Associates

and

two

wholly

owned

subsidiaries

of

Price

Associates,

each

an

affiliate

of

the

fund

(collectively,

Price).

Price

Associates

provides

certain

accounting

and

administrative

services

to

the

fund.

T.

Rowe

Price

Services,

Inc.

provides

shareholder

and

administrative

services

in

its

capacity

as

the

fund’s

transfer

and

dividend-disbursing

agent.

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

provides

subaccounting

and

recordkeeping

services

for

certain

retirement

accounts

invested

in

the

Investor

Class

and

Advisor

Class.

For

the

year

ended

December

31,

2023,

expenses

incurred

pursuant

to

these

service

agreements

were

$115,000

for

Price

Associates;

$6,789,000

for

T.

Rowe

Price

Services,

Inc.;

and

$1,177,000

for

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

All

amounts

due

to

and

due

from

Price,

exclusive

of

investment

management

fees

payable,

are

presented

net

on

the

accompanying

Statement

of

Assets

and

Liabilities.

T.

Rowe

Price

Investment

Services,

Inc.

(Investment

Services)

serves

as

distributor

to

the

fund.

Pursuant

to

an

underwriting

agreement,

no

compensation

for

any

distribution

services

provided

is

paid

to

Investment

Services

by

the

fund

(except

for

12b-1

fees

under

a

Board-approved

Rule

12b-1

plan).

The fund

may

invest

its

cash

reserves

in

certain

open-end

management

investment

companies

managed

by

Price

Associates

and

considered

affiliates

of

the

fund:

the

T.

Rowe

Price

Government

Reserve

Fund

or

the

T.

Rowe

Price

Treasury

Reserve

Fund,

organized

as

money

market

funds

(together,

the

Price

Reserve

Funds).

The

Price

Reserve

Funds

are

offered

as

short-term

investment

options

to

mutual

funds,

trusts,

and

other

accounts

managed

by

Price

Associates

or

its

affiliates

and

are

not

available

for

direct

purchase

by

members

of

the

public.

Cash

collateral

from

securities

lending,

if

any,

is

invested

in

the

T.

Rowe

Price

Government

Reserve Fund. The

Price

Reserve

Funds

pay

no

investment

management

fees.

The

fund

may

also

invest

in

certain

other

T.

Rowe

Price

funds

(Price

Funds)

as

a

means

of

gaining

efficient

and

cost-effective

exposure

to

certain

markets.

The

fund

does

not

invest

for

the

purpose

of

exercising

management

or

control;

however,

investments

by

the

fund

may

represent

a

significant

portion

of

an

underlying

Price

Fund’s

net

assets.

Each

underlying

Price

Fund

is

an

open-end

management

investment

company

managed

by

Price

Associates

and

is

considered

an

affiliate

of

the

fund.

To

ensure

that

the

fund

does

not

incur

duplicate

management

fees

(paid

by

the

underlying

Price

Fund(s)

and

the

fund),

Price

Associates

has

agreed

to

permanently

waive

a

portion

of

its

management

fee

charged

to

the

fund

in

an

amount

sufficient

to

fully

offset

that

portion

of

management

T.

ROWE

PRICE

Capital

Appreciation

Fund

65

fees

paid

by

each

underlying

Price

Fund

related

to

the

fund’s

investment

therein.

Annual

management

fee

rates

and

amounts

waived

related

to

investments

in

the

underlying

Price

Fund(s)

for

the

year

ended

December

31,

2023,

are

as

follows:

Total

management

fee

waived

was

allocated

ratably

in

the

amounts

of

$2,468,000,

$61,000

and

$1,826,000 for

the

Investor

Class,

Advisor

Class

and

I

Class,

respectively,

for

the

year ended

December

31,

2023. 

As

of

December

31,

2023,

T.

Rowe

Price

Group,

Inc.,

or

its

wholly

owned

subsidiaries,

owned

1,933,585

shares

of

the

Investor

Class,

representing

less

than

1%

of

the

Investor

Class's

net

assets,

and

4,013,201

shares

of

the

I

Class,

representing

1%

of

the

I

Class's

net

assets. 

The

fund may

participate

in

securities

purchase

and

sale

transactions

with

other

funds

or

accounts

advised

by

Price

Associates

(cross

trades),

in

accordance

with

procedures

adopted

by the

fund’s

Board

and

Securities

and

Exchange

Commission

rules,

which

require,

among

other

things,

that

such

purchase

and

sale

cross

trades

be

effected

at

the

independent

current

market

price

of

the

security.

During

the

year

ended

December

31,

2023,

the

fund

had

no

purchases

or

sales

cross

trades

with

other

funds

or

accounts

advised

by

Price

Associates.

Price

Associates

has

voluntarily

agreed

to

reimburse

the

fund

from

its

own

resources

on

a

monthly

basis

for

the

cost

of

investment

research

embedded

in

the

cost

of

the

fund’s

securities

trades

and

for

the

cost

of

brokerage

commissions

embedded

in

the

cost

of

the

fund’s

foreign

currency

transactions.

These

agreements

may

be

rescinded

at

any

time.

For

the

year ended

December

31,

2023,

these

reimbursements

amounted

to

$1,625,000,

which

is

included

in

Net

realized

gain

(loss)

on

Securities

in

the

Statement

of

Operations.

NOTE

8

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war

and

conflict,

terrorism,

geopolitical

events,

and

public

health

epidemics and

similar

public

health

threats

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

the fund

invests.

Certain

events

may

cause

instability

across

global

markets,

including

($000s)

Effective

Management

Fee

Rate

Management

Fee

Waived

T.

Rowe

Price

Institutional

Floating

Rate

Fund

–

Institutional

Class

0.55%

$

4,355‌

Total

Management

Fee

Waived

$

4,355‌

T.

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Capital

Appreciation

Fund

66

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

global

outbreak

of

COVID-19

and

the

related

governmental

and

public

responses

have

led

and

may

continue

to

lead

to

increased

market

volatility

and

the

potential

for

illiquidity

in

certain

classes

of

securities

and

sectors

of

the

market

either

in

specific

countries

or

worldwide.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict,

leading

to

economic

sanctions imposed

on

Russia

that

target certain

of

its

citizens

and

issuers

and

sectors

of

the

Russian

economy,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

In

March

2023,

the

banking

industry

experienced

heightened

volatility,

which

sparked

concerns

of

potential

broader

adverse

market

conditions.

The

extent

of

impact

of

these

events

on

the

US

and

global

markets

is

highly

uncertain.

These

are

recent

examples

of

global

events

which

may

have

a

negative

impact

on

the

values

of

certain

portfolio

holdings

or

the

fund's

overall

performance.

Management

is

actively

monitoring

the

risks

and

financial

impacts

arising

from

these

events.

T.

ROWE

PRICE

Capital

Appreciation

Fund

67

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Directors

of

T.

Rowe

Price

Capital

Appreciation

Fund,

Inc.

and

Shareholders

of

T.

Rowe

Price

Capital

Appreciation

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

Capital

Appreciation

Fund

(one

of

the

funds

constituting

T.

Rowe

Price

Capital

Appreciation

Fund,

Inc.,

referred

to

hereafter

as

the

"Fund")

as

of

December

31,

2023,

the

related

statement

of

operations

for

the

year

ended

December

31,

2023,

the

statement

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

ended

December

31,

2023,

including

the

related

notes,

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

December

31,

2023

(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

December

31,

2023,

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

December

31,

2023

and

the

financial

highlights

for

each

of

the

five

years

in

the

period

ended

December

31,

2023

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

Capital

Appreciation

Fund

68

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

December

31,

2023

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

February

16,

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

Capital

Appreciation

Fund

69

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 12/31/23

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:

$183,736,000 from

short-term

capital

gains 

$1,000,903,000 from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%

For

taxable

non-corporate

shareholders,

$409,501,000 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,

$369,694,000

of

the

fund's

income

qualifies

for

the

dividends-received

deduction.  

For

shareholders

subject

to

interest

expense

deduction

limitation

under

Section

163(j), $864,446,000 of

the

fund’s

income

qualifies

as

a

Section

163(j)

interest

dividend

and

can

be

treated

as

interest

income

for

purposes

of

Section

163(j),

subject

to

holding

period

requirements

and

other

limitations.

T.

ROWE

PRICE

Capital

Appreciation

Fund

70

INFORMATION

ON

PROXY

VOTING

POLICIES,

PROCEDURES,

AND

RECORDS

A

description

of

the

policies

and

procedures

used

by

T.

Rowe

Price

funds

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

is

available

in

each

fund’s

Statement

of

Additional

Information.

You

may

request

this

document

by

calling

1-800-225-5132

or

by

accessing

the

SEC’s

website,

sec.gov.

The

description

of

our

proxy

voting

policies

and

procedures

is

also

available

on

our

corporate

website.

To

access

it,

please

visit

the

following

Web

page:

https://www.troweprice.com/corporate/us/en/utility/policies.html

Scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Guidelines.”

Click

on

the

links

in

the

shaded

box.

Each

fund’s

most

recent

annual

proxy

voting

record

is

available

on

our

website

and

through

the

SEC’s

website.

To

access

it

through

T.

Rowe

Price,

visit

the

website

location

shown

above,

and

scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Records.”

Click

on

the

Proxy

Voting

Records

link

in

the

shaded

box.

HOW

TO

OBTAIN

QUARTERLY

PORTFOLIO

HOLDINGS

The

fund

files

a

complete

schedule

of

portfolio

holdings

with

the

Securities

and

Exchange

Commission

(SEC)

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

fund’s

reports

on

Form

N-PORT

are

available

electronically

on

the

SEC’s

website

(sec.gov).

In

addition,

most

T.

Rowe

Price

funds

disclose

their

first

and

third

fiscal

quarter-end

holdings

on

troweprice.com

.

TAILORED

SHAREHOLDER

REPORTS

FOR

MUTUAL

FUNDS

AND

EXCHANGE

TRADED

FUNDS

In

October

2022,

the

Securities

and

Exchange

Commission

(SEC)

adopted

rule

and

form

amendments

requiring

Mutual

Funds

and

Exchange-Traded

Funds

to

transmit

concise

and

visually

engaging

streamlined

annual

and

semiannual

reports

that

highlight

key

information

to

shareholders.

Other

information,

including

financial

statements,

will

no

longer

appear

in

the

funds’

shareholder

reports

but

will

be

available

online,

delivered

free

of

charge

upon

request,

and

filed

on

a

semiannual

basis

on

Form

N-CSR.

The

rule

and

form

amendments

have

a

compliance

date

of

July

24,

2024.

T.

ROWE

PRICE

Capital

Appreciation

Fund

71

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

In

accordance

with

Rule

22e-4

(Liquidity

Rule)

under

the

Investment

Company

Act

of

1940,

as

amended,

the

fund

has

established

a

liquidity

risk

management

program

(Liquidity

Program)

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk,

which

generally

represents

the

risk

that

the

fund

would

not

be

able

to

meet

redemption

requests

without

significant

dilution

of

remaining

investors’

interests

in

the

fund.

The

fund’s

Board

of

Directors

(Board)

has

appointed

the

fund’s

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser),

as

the

administrator

of

the

Liquidity

Program.

As

administrator,

the

Adviser

is

responsible

for

overseeing

the

day-to-day

operations

of

the

Liquidity

Program

and,

among

other

things,

is

responsible

for

assessing,

managing,

and

reviewing

with

the

Board

at

least

annually

the

liquidity

risk

of

each

T.

Rowe

Price

fund.

The

Adviser

has

delegated

oversight

of

the

Liquidity

Program

to

a

Liquidity

Risk

Committee

(LRC),

which

is

a

cross-functional

committee

composed

of

personnel

from

multiple

departments

within

the

Adviser.

The Liquidity

Program’s

principal

objectives

include

supporting

the

T.

Rowe

Price

funds’

compliance

with

limits

on

investments

in

illiquid

assets

and

mitigating

the

risk

that

the

fund

will

be

unable

to

timely

meet

its

redemption

obligations.

The

Liquidity

Program

also

includes

a

number

of

elements

that

support

the

management

and

assessment

of

liquidity

risk,

including

an

annual

assessment

of

factors

that

influence

the

fund’s

liquidity

and

the

periodic

classification

and

reclassification

of

a

fund’s

investments

into

categories

that

reflect

the

LRC’s

assessment

of

their

relative

liquidity

under

current

market

conditions.

Under

the

Liquidity

Program,

every

investment

held

by

the

fund

is

classified

at

least

monthly

into

one

of

four

liquidity

categories

based

on

estimations

of

the

investment’s

ability

to

be

sold

during

designated

time

frames

in

current

market

conditions

without

significantly

changing

the

investment’s

market

value.

As

required

by

the

Liquidity

Rule,

at

a

meeting

held

on

July

24,

2023,

the

Board

was

presented

with

an

annual

assessment

that

was

prepared

by

the

LRC

on

behalf

of

the

Adviser

and

addressed

the

operation

of

the

Liquidity

Program

and

assessed

its

adequacy

and

effectiveness

of

implementation,

including

any

material

changes

to

the

Liquidity

Program

and

the

determination

of

each

fund’s

Highly

Liquid

Investment

Minimum

(HLIM).

The

annual

assessment

included

consideration

of

the

following

factors,

as

applicable:

the

fund’s

investment

strategy

and

liquidity

of

portfolio

investments

during

normal

and

reasonably

foreseeable

stressed

conditions,

including

whether

the

investment

strategy

is

appropriate

for

an

open-end

fund,

the

extent

to

which

the

strategy

involves

a

relatively

concentrated

portfolio

or

large

positions

in

particular

issuers,

and

the

use

of

borrowings

for

investment

purposes

and

derivatives;

short-term

and

long-term

cash

flow

projections

covering

both

normal

and

reasonably

foreseeable

stressed

conditions;

and

holdings

of

cash

and

cash

equivalents,

as

well

as

available

borrowing

arrangements.

T.

ROWE

PRICE

Capital

Appreciation

Fund

72

For the

fund

and

other

T.

Rowe

Price

funds,

the

annual

assessment

incorporated

a

report

related

to

a

fund’s

holdings,

shareholder

and

portfolio

concentration,

any

borrowings

during

the

period,

cash

flow

projections,

and

other

relevant

data

for

the

period

of

April

1,

2022,

through

March

31,

2023.

The

report

described

the

methodology

for

classifying

a

fund’s

investments

(including

any

derivative

transactions)

into

one

of

four

liquidity

categories,

as

well

as

the

percentage

of

a

fund’s

investments

assigned

to

each

category.

It

also

explained

the

methodology

for

establishing

a

fund’s

HLIM

and

noted

that

the

LRC

reviews

the

HLIM

assigned

to

each

fund

no

less

frequently

than

annually.

During the

period

covered

by

the

annual

assessment,

the

LRC

has

concluded,

and

reported

to

the

Board,

that

the

Liquidity

Program

continues

to

operate

adequately

and

effectively

and

is

reasonably

designed

to

assess

and

manage

the

fund’s

liquidity

risk.

LIQUIDITY

RISK

MANAGEMENT

PROGRAM

(continued)

T.

ROWE

PRICE

Capital

Appreciation

Fund

73

ABOUT

THE

FUND'S

DIRECTORS

AND

OFFICERS

Your

fund

is

overseen

by

a

Board

of

Directors

(Board)

that

meets

regularly

to

review

a

wide

variety

of

matters

affecting

or

potentially

affecting

the

fund,

including

performance,

investment

programs,

compliance

matters,

advisory

fees

and

expenses,

service

providers,

and

business

and

regulatory

affairs.

The

Board

elects

the

fund’s

officers,

who

are

listed

in

the

final

table.

The

directors

who

are

also

employees

or

officers

of

T.

Rowe

Price

are

considered

to

be

“interested”

directors

as

defined

in

Section

2(a)(19)

of

the

1940

Act

because

of

their

relationships

with

T.

Rowe

Price

Associates,

Inc. (T.

Rowe

Price),

and

its

affiliates.

The

business

address

of

each

director

and

officer

is

100

East

Pratt

Street,

Baltimore,

Maryland

21202.

The

Statement

of

Additional

Information

includes

additional

information

about

the

fund

directors

and

is

available

without

charge

by

calling

a

T.

Rowe

Price

representative

at

1-800-638-5660.

INDEPENDENT

DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Teresa

Bryce

Bazemore

(1959)

2018

[209]

President

and

Chief

Executive

Officer,

Federal

Home

Loan

Bank

of

San

Francisco

(2021

to

present);

Chief

Executive

Officer,

Bazemore

Consulting

LLC

(2018

to

2021);

Director,

Chimera

Investment

Corporation

(2017

to

2021);

Director,

First

Industrial

Realty

Trust

(2020

to

present);

Director,

Federal

Home

Loan

Bank

of

Pittsburgh

(2017

to

2019)

Melody

Bianchetto

(1966)

2023

[209]

Vice

President

for

Finance,

University

of

Virginia

(2015

to

2023)

Bruce

W.

Duncan

(1951)

2013

[209]

President,

Chief

Executive

Officer,

and

Director,

CyrusOne,

Inc.

(2020

to

2021);

Chair

of

the

Board

(2016

to

2020)

and

President

(2009

to

2016),

First

Industrial

Realty

Trust,

owner

and

operator

of

industrial

properties;

Member,

Investment

Company

Institute

Board

of

Governors

(2017

to

2019);

Member,

Independent

Directors

Council

Governing

Board

(2017

to

2019);

Senior

Advisor,

KKR

(2018

to

2022);

Director,

Boston

Properties

(2016

to

present);

Director,

Marriott

International,

Inc.

(2016

to

2020)

Robert

J.

Gerrard,

Jr.

(1952)

2012

[209]

Chair

of

the

Board,

all

funds

(July

2018

to

present)

Paul

F.

McBride

(1956)

2013

[209]

Advisory

Board

Member,

Vizzia

Technologies

(2015

to

present);

Board

Member,

Dunbar

Armored

(2012

to

2018)

T.

ROWE

PRICE

Capital

Appreciation

Fund

74

INTERESTED  DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Mark

J.

Parrell

(1966)

2023

[209]

Board

of

Trustees

Member

and

Chief

Executive

Officer

(2019

to

present),

President

(2018

to

present),

Executive

Vice

President

and

Chief

Financial

Officer

(2007

to

2018),

and

Senior

Vice

President

and

Treasurer

(2005

to

2007),

EQR;

Member,

Nareit

Dividends

Through

Diversity,

Equity

&

Inclusion

CEO

Council

and

Chair,

Nareit

2021

Audit

and

Investment

Committee

(2021);

Advisory

Board,

Ross

Business

School

at

University

of

Michigan

(2015

to

2016);

Member,

National

Multifamily

Housing

Council

and

served

as

Chair

of

the

Finance

Committee

(2015

to

2016);

Member,

Economic

Club

of

Chicago;

Director,

Brookdale

Senior

Living,

Inc.

(2015

to

2017);

Director,

Aviv

REIT,

Inc.

(2013

to

2015);

Director,

Real

Estate

Roundtable

and

the

2022

Executive

Board

Nareit;

Board

of

Directors

and

Chair

of

the

Finance

Committee,

Greater

Chicago

Food

Depository

Kellye

L.

Walker

(1966)

2021

[209]

Executive

Vice

President

and

Chief

Legal

Officer,

Eastman

Chemical

Company

(April

2020

to

present);

Executive

Vice

President

and

Chief

Legal

Officer,

Huntington

Ingalls

Industries,

Inc.

(January

2015

to

March

2020);

Director,

Lincoln

Electric

Company

(October

2020

to

present)

(a)

All

information

about

the

independent

directors

was

current

as

of

December

31,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

David

Oestreicher

(1967)

2018

[209]

Director,

Vice

President,

and

Secretary,

T.

Rowe

Price,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.;

Director

and

Secretary,

T.

Rowe

Price

Investment

Management,

Inc.

(Price

Investment

Management);

Vice

President

and

Secretary,

T.

Rowe

Price

International

(Price

International);

Vice

President,

T.

Rowe

Price

Hong

Kong

(Price

Hong

Kong),

T. Rowe

Price

Japan

(Price

Japan),

and

T.

Rowe

Price

Singapore

(Price

Singapore);

General

Counsel,

Vice

President,

and

Secretary,

T.

Rowe

Price

Group,

Inc.;

Chair

of

the

Board,

Chief

Executive

Officer,

President,

and

Secretary,

T.

Rowe

Price

Trust

Company;

Principal

Executive

Officer

and

Executive

Vice

President,

all

funds

INDEPENDENT

DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

Capital

Appreciation

Fund

75

OFFICERS

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Eric

L.

Veiel,

CFA

(1972)

2022

[209]

Director

and

Vice

President,

T.

Rowe

Price;

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company;

Vice

President,

Global

Funds

(a)

All

information

about

the

interested

directors

was

current

as

of

December

31,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

Name

(Year

of

Birth)

Position

Held

With Capital

Appreciation

Fund 

Principal

Occupation(s) 

Armando

(Dino)

Capasso

(1974)

Chief

Compliance

Officer

and

Vice

President

Chief

Compliance

Officer

and

Vice

President,

T.

Rowe

Price

and

Price

Investment

Management;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

formerly,

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

AST

Investment

Services,

Inc.

(ASTIS)

(to

2022);

Chief

Compliance

Officer,

PGIM

Retail

Funds

complex

and

Prudential

Insurance

Funds

(to

2022);

Vice

President

and

Deputy

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

ASTIS

(to

2019)

Paul

Cho

(1986)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Alan

S.

Dupski,

CPA

(1982)

Principal

Financial

Officer,

Vice

President,

and

Treasurer

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Donald

J.

Easley,

CFA

(1971)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Cheryl

Emory

(1963)

Assistant

Secretary 

Assistant

Vice

President

and

Assistant

Secretary,

T.

Rowe

Price;

Assistant

Secretary,

T.

Rowe

Price

Group,

Inc.,

Price

Investment

Management,

Price

International,

Price

Hong

Kong,

Price

Singapore,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

INTERESTED  DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

Capital

Appreciation

Fund

76

Name

(Year

of

Birth)

Position

Held

With Capital

Appreciation

Fund 

Principal

Occupation(s) 

Matthew

Frustaci

(1990)

Vice

President

Vice

President,

Price

Investment

Management;

formerly,

student,

The

Wharton

School,

University

of

Pennsylvania

(to

2020);

summer

intern,

T.

Rowe

Price

(2019)

David

R.

Giroux,

CFA

(1975)

President

Vice

President,

Price

Investment

Management,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Gregg

Gola,

CFA

(1965)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Cheryl

Hampton,

CPA

(1969)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company;

formerly,

Tax

Director,

Invesco

Ltd.

(to

2021);

Vice

President,

Oppenheimer

Funds,

Inc.

(to

2019)

Benjamin

Kersse,

CPA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Trust

Company

Kevin

Klassen,

CFA

(1997)

Vice

President

Vice

President,

Price

Investment

Management

Steven

D.

Krichbaum

(1977)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Paul

J.

Krug,

CPA

(1964)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Chase

Lancaster,

CFA

(1987)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

Price

Investment

Management;

formerly,

Leveraged

Loan

Trader

and

Senior

Credit

Research

Analyst

at

Morgan

Stanley

(to

2016)

Kevin

Patrick

Loome,

CFA

(1967)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Amanda

Ludwitzke

(1990)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Robert

P.

McDavid

(1972)

Vice

President

Vice

President,

T.

Rowe

Price, Price

Investment

Management, T.

Rowe

Price

Investment

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Jordan

M.

McKinnie

(1991)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Justin

Eric

Olsen

(1988)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

Capital

Appreciation

Fund

77

Name

(Year

of

Birth)

Position

Held

With Capital

Appreciation

Fund 

Principal

Occupation(s) 

Simon

Paterson

(1978)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.;

formerly,

Partner,

Senior

Equity

Analyst,

Brown

Advisory

(to

2020)

Fran

M.

Pollack-Matz

(1961)

Vice

President

and

Secretary 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Investment

Services,

Inc., T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Sal

Rais,

M.D.,

CFA

(1983)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.;

formerly,

Research

Analyst,

Rock

Springs

Capital

L.P.

(to

2021);

Senior

Analyst,

Nexthera

Capital

L.P.

(to

2019)

Vivek

Rajeswaran

(1985)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Richard

Sennett,

CPA

(1970)

Assistant

Treasurer

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Nikhil

Shah

(1996)

Vice

President

Vice

President, Price

Investment

Management

Farris

G.

Shuggi

(1984)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Mike

Signore

(1987)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Brian

Solomon,

CFA

(1986)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Matthew

Stevenson

(1991)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.;

formerly,

student,

Columbia

Business

School

(to

2019)

Chen

Tian

(1993)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Tamara

P.

Wiggs 

(1979)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Jon

Davis

Wood,

CFA

(1979)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Ashley

R.

Woodruff,

CFA

(1979)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Group,

Inc.

Ellen

York

(1988)

Vice

President

Vice

President,

Price

Investment

Management

and

T.

Rowe

Price

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(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.

202402

-

3281515

F72-050

2/24

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:

		2023			2022
	Audit Fees	$	46,733		$	41,909
	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 $1,524,000 and $2,037,000, 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.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. 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 11. 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 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1)	The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is attached.
(2)	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.
(3)	Written solicitation to repurchase securities issued by closed-end companies: not applicable.
(b)	A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

SIGNATURES

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

T. Rowe Price Capital Appreciation Fund, Inc.

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	February 16, 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	February 16, 2024
By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	February 16, 2024