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: 811-07055
T. Rowe Price Dividend Growth 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
For
more
insights
from
T.
Rowe
Price
investment
professionals,
go
to
troweprice.com
.
T.
ROWE
PRICE
PRDGX
Dividend
Growth
Fund
–
.
TADGX
Dividend
Growth
Fund–
.
Advisor Class
PDGIX
Dividend
Growth
Fund–
.
I Class
TRZDX
Dividend
Growth
Fund–
.
Z Class
T.
ROWE
PRICE
Dividend
Growth
Fund
HIGHLIGHTS
Despite
posting
significant
positive
absolute
returns,
the
Dividend
Growth
Fund
underperformed
the
benchmark
S&P
500
Index
and
its
peer
group,
the
Lipper
Large-Cap
Core
Funds
Index,
for
the
12-month
period
ended
December
31,
2023.
Underperformance
was
concentrated
in
three
sectors
that
led
benchmark
returns—information
technology,
consumer
discretionary,
and
communication
services.
Our
dividend
growth
mandate
prevents
us
from
owning
many
high-
performing
names
in
those
sectors,
providing
significant
headwinds
to
relative
performance.
Against
the
style-specific
Nasdaq
US
Dividend
Achievers
Index,
however,
we
outperformed
for
the
year
due
to
stock
selection,
demonstrating
the
strength
of
our
bottom-up
process
within
our
investable
universe.
We
continue
to
seek
compelling
risk/reward
opportunities,
with
the
information
technology
sector
our
largest
on
an
absolute
basis,
followed
by
health
care
and
industrials
and
business
services.
Our
preference
is
for
high-quality
companies
with
durable
growth
traits.
We
continue
to
build
positions
in
companies
with
compelling
risk/reward
profiles
and
strong
dividend
growth
prospects
on
a
multiyear
view.
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
Dividend
Growth
Fund
Market
Commentary
Dear
Shareholder
Global
stock
and
bond
indexes
were
broadly
positive
during
2023
as
most
economies
managed
to
avoid
the
recession
that
was
widely
predicted
at
the
start
of
the
year.
Technology
companies
benefited
from
investor
enthusiasm
for
artificial
intelligence
developments
and
led
the
equity
rally,
while
fixed
income
benchmarks
rebounded
late
in
the
year
amid
falling
interest
rates.
For
the
12-month
period,
the
technology-oriented
Nasdaq
Composite
Index
rose
about
43%,
reaching
a
record
high
and
producing
the
strongest
result
of
the
major
benchmarks.
Growth
stocks
outperformed
value
shares,
and
developed
market
stocks
generally
outpaced
their
emerging
markets
counterparts.
Currency
movements
were
mixed
over
the
period,
although
a
weaker
dollar
versus
major
European
currencies
was
beneficial
for
U.S.
investors
in
European
securities.
Within
the
S&P
500
Index,
which
finished
the
year
just
short
of
the
record
level
it
reached
in
early
2022,
the
information
technology,
communication
services,
and
consumer
discretionary
sectors
were
all
lifted
by
the
tech
rally
and
recorded
significant
gains.
A
small
group
of
tech-oriented
mega-cap
companies
helped
drive
much
of
the
market’s
advance.
Conversely,
the
defensive
utilities
sector
had
the
weakest
returns
in
the
growth-focused
environment,
and
the
energy
sector
also
lost
ground
amid
declining
oil
prices.
The
financials
sector
bounced
back
from
the
failure
of
three
large
regional
banks
in
the
spring
and
was
one
of
the
top-performing
segments
in
the
second
half
of
the
year.
The
U.S.
economy
was
the
strongest
among
the
major
markets
during
the
period,
with
gross
domestic
product
growth
coming
in
at
4.9%
in
the
third
quarter,
the
highest
since
the
end
of
2021.
Corporate
fundamentals
were
also
broadly
supportive.
Year-over-year
earnings
growth
contracted
in
the
first
and
second
quarters
of
2023,
but
results
were
better
than
expected,
and
earnings
growth
turned
positive
again
in
the
third
quarter.
Markets
remained
resilient
despite
a
debt
ceiling
standoff
in
the
U.S.,
the
outbreak
of
war
in
the
Middle
East,
the
continuing
conflict
between
Russia
and
Ukraine,
and
a
sluggish
economic
recovery
in
China.
Inflation
remained
a
concern,
but
investors
were
encouraged
by
the
slowing
pace
of
price
increases
as
well
as
the
possibility
that
the
Federal
Reserve
was
nearing
the
end
of
its
rate-hiking
cycle.
The
Fed
held
rates
steady
after
raising
its
short-term
lending
benchmark
rate
to
a
target
range
of
5.25%
to
5.50%
in
July,
the
highest
level
since
March
2001,
and
at
its
final
meeting
of
the
year
in
December,
the
central
bank
indicated
that
there
could
be
three
25-basis-point
rate
cuts
in
2024.
T.
ROWE
PRICE
Dividend
Growth
Fund
The
yield
of
the
benchmark
10-year
U.S.
Treasury
note
briefly
reached
5.00%
in
October
for
the
first
time
since
late
2007
before
falling
back
to
3.88%
by
period-end,
the
same
level
where
it
started
the
year,
amid
cooler-than-expected
inflation
readings
and
less-hawkish
Fed
rhetoric.
Fixed
income
benchmarks
were
lifted
late
in
the
year
by
falling
yields.
Investment-grade
and
high
yield
corporate
bonds
produced
solid
returns,
supported
by
the
higher
coupons
that
have
become
available
over
the
past
year,
as
well
as
increasing
hopes
that
the
economy
might
be
able
to
avoid
a
recession.
Global
economies
and
markets
showed
surprising
resilience
in
2023,
but
considerable
uncertainty
remains
as
we
look
ahead.
Geopolitical
events,
the
path
of
monetary
policy,
and
the
impact
of
the
Fed’s
rate
hikes
on
the
economy
all
raise
the
potential
for
additional
volatility.
We
believe
this
environment
makes
skilled
active
management
a
critical
tool
for
identifying
risks
and
opportunities,
and
our
investment
teams
will
continue
to
use
fundamental
research
to
help
identify
securities
that
can
add
value
to
your
portfolio
over
the
long
term.
Thank
you
for
your
continued
confidence
in
T.
Rowe
Price.
Sincerely,
Robert
Sharps
CEO
and
President
T.
ROWE
PRICE
Dividend
Growth
Fund
Management’s
Discussion
of
Fund
Performance
INVESTMENT
OBJECTIVE
The
fund
seeks
dividend
income
and
long-term
capital
growth
primarily
through
investments
in
stocks.
FUND
COMMENTARY
How
did
the
fund
perform
in
the
past
12
months?
The
Dividend
Growth
Fund
returned
13.65%
(net
of
fees)
for
the
12-month
period
ended
December
31,
2023.
The
fund
underperformed
its
primary
benchmark,
the
S&P
500
Index,
and
its
peer
group,
the
Lipper
Large-Cap
Core
Funds
Index.
The
fund
also
underperformed
its
peer
group
in
the
Morningstar
Large
Blend
category.
(Returns
for
the
Advisor,
I,
and
Z
Class
shares
varied
slightly,
reflecting
their
different
fee
structures.
Past
performance
cannot
guarantee
future
results
.)
The
fund’s
Board
of
Directors
declared
an
annual
dividend
of
$0.2408
per
share
(distributions
may
vary
for
the
fund’s
Advisor,
I,
and
Z
Class
shares)
on
December
12,
2023.
Dividend
distributions
for
the
year
to
date
totaled
$0.7308
per
share.
Shareholders
should
have
already
received
a
check
or
statement
reflecting
these
distributions.
What
factors
influenced
the
fund’s
performance?
U.S.
equities
climbed
in
2023,
as
measured
by
the
S&P
500
Index,
which
climbed
26.29%.
Our
style-specific
benchmark,
the
Nasdaq
US
Broad
Dividend
Achievers
Index,
advanced
by
11.88%,
demonstrating
the
challenging
relative
environment
for
dividend
growers.
Early
in
the
period,
enthusiasm
over
the
proliferation
of
generative
artificial
intelligence
(AI)
pushed
mega-cap,
tech-
levered
names
higher
in
a
narrow
market.
Later
in
the
year,
favorable
economic
data
signaled
to
investors
that
restrictive
monetary
policy
may
stabilize
or
ease,
pushing
equities
higher
as
the
year
closed.
PERFORMANCE
COMPARISON
Total
Return
Periods
Ended
12/31/23
6
Months
12
Months
Dividend
Growth
Fund
–
.
6.38%
13.65%
Dividend
Growth
Fund–
.
Advisor Class
6.23
13.35
Dividend
Growth
Fund–
.
I Class
6.45
13.79
Dividend
Growth
Fund–
.
Z Class
6.72
14.38
S&P
500
Index
8.04
26.29
Lipper
Large-Cap
Core
Funds
Index
8.67
24.65
T.
ROWE
PRICE
Dividend
Growth
Fund
While
the
portfolio
participated
with
strong
absolute
returns,
extremely
narrow
market
leadership
was
a
headwind
for
relative
performance
against
the
broad
market
benchmark
as
high-beta,
growth-oriented
companies
led
the
way,
particularly
non-dividend-paying
big
tech
companies,
most
of
which
we
do
not
own
given
our
dividend
growth
mandate.
Against
the
style-specific
benchmark,
however,
the
portfolio
outperformed
largely
due
to
favorable
stock
selection.
Our
focus
remains
on
buying
and
holding
high-quality
companies
that
have
strong
balance
sheets,
durable
cash
flow
generation,
and
increasing
dividends,
and
we
remain
confident
that
our
strategy
has
the
potential
to
generate
strong
risk-adjusted
returns.
An
underweight
allocation
in
information
technology
detracted,
as
did
stock
choices
in
the
sector.
A
large
portion
of
sector
performance
within
the
broad
market
benchmark
was
concentrated
in
select
names
that
either
pay
no
dividend
or
pay
a
nominal
one
that
does
not
fit
our
investment
criteria
for
dividend
commitment,
creating
an
outsized
impact
on
portfolio
performance.
Not
owning
NVIDIA,
one
of
the
largest
beneficiaries
of
AI
enthusiasm,
detracted.
Our
position
in
Texas
Instruments,
the
market
leader
in
analog
and
mixed-signal
semiconductors,
detracted
as
shares
advanced
but
did
not
keep
pace
with
the
broader
sector.
We
view
it
as
one
of
the
highest-
quality
companies
in
its
space,
with
an
attractive
track
record
of
long-term
capital
management.
We
believe
the
compounding
effects
of
its
competitive
advantages
have
the
potential
to
drive
free
cash
flow
growth
over
the
long
term.
Stock
selection
added
value
against
the
style-specific
benchmark,
however,
demonstrating
the
quality
of
our
holdings
in
our
investable
universe.
(Please
refer
to
the
portfolio
of
investments
for
a
complete
list
of
holdings
and
the
amount
each
represents
in
the
portfolio.)
In
the
consumer
discretionary
sector,
unfavorable
stock
selection
weighed
on
returns.
A
pair
of
non-dividend-paying
companies
that
do
not
meet
our
investment
criteria—Tesla
and
Amazon.com—led
returns
in
the
sector.
Our
position
in
Ross
Stores,
which
provides
a
compelling
mix
of
name
brand
and
designer
apparel
and
home
fashion
at
price
points
that
resonate
strongly
with
value-conscious
consumers,
detracted
from
relative
returns.
Shares
advanced
as
low-end
consumer
spending
trends
normalized,
but
performance
lagged
sector
peers.
We
like
the
company
for
its
position
in
the
attractive
off-price
retail
segment,
as
well
as
its
strong
balance
sheet.
Against
our
style-specific
benchmark,
stock
selection
boosted
relative
returns,
further
demonstrating
the
strength
of
our
bottom-up
process
within
our
investable
universe.
Our
underweight
position
in
the
communication
services
sector
also
pulled
down
relative
returns.
Many
companies
within
the
sector
do
not
pay
a
dividend
or
meet
our
investment
criteria,
and
one
of
them—Meta
Platforms,
parent
company
of
Facebook—led
sector
returns.
T.
ROWE
PRICE
Dividend
Growth
Fund
Conversely,
stock
choices
within
industrials
and
business
services
added
value.
Our
position
in
General
Electric
boosted
relative
returns
as
the
spinoff
of
GE’s
health
care
segment
cleaned
up
the
existing
company’s
balance
sheet,
improved
performance
in
its
energy
segment,
and
provided
visibility
to
the
promise
of
its
aerospace
division.
We
believe
the
upside
potential
of
the
aerospace
division
as
well
as
the
self-help
potential
in
its
power
business
could
launch
an
attractive
multiyear
growth
trajectory,
while
the
improved
post-spinoff
balance
sheet
could
help
the
company
deliver
more
value
to
shareholders
as
performance
improves.
The
sector
also
led
relative
returns
against
the
style-specific
benchmark.
An
average
underweight
to
the
energy
sector
also
boosted
relative
returns
during
the
period
as
the
sector
ended
lower
given
falling
oil
and
natural
gas
prices.
Over
the
course
of
the
year,
we
shifted
our
underweight
to
a
modest
overweight
given
a
shift
in
our
structural
long-term
energy
view
and
improving
capital
allocation
practices
within
the
sector.
We
continue
to
seek
companies
in
the
space
with
strong
balance
sheets
and
favorable
capital
allocation
structures.
How
is
the
fund
positioned?
As
shown
in
the
Sector
Diversification
table,
the
fund’s
largest
allocations
at
the
end
of
the
period
were
in
information
technology,
health
care,
industrials
and
business
services,
and
financials.
These
are
sectors
where
we
believe
we
can
find
high-quality
companies
with
sustainable
competitive
advantages,
durable
business
models,
attractive
valuations,
and
potential
for
strong
dividend
growth.
Our
largest
purchasing
activity
during
the
year
came
within
information
technology,
where
we
added
exposure
to
AI
capabilities
through
names
that
fit
our
dividend
growth
criteria.
We
made
significant
additions
within
the
semiconductor
industry,
including
a
recent
initiation
in
Analog
Devices,
a
high-quality
analog
consolidator.
We
view
it
as
one
of
the
best
companies
in
its
space,
with
a
high-value
product
portfolio
with
attractive
end
markets
and
underappreciated
free
cash
flow
potential.
Elsewhere
in
the
industry,
we
added
shares
of
Applied
Materials,
Microchip
Technology,
and
KLA
Corp.
In
our
view,
these
companies
have
the
potential
for
durable
growth
due
to
their
product
lines
and
also
boast
attractive
shareholder
return
profiles.
We
also
added
to
a
pair
of
top
portfolio
holdings
within
the
sector
in
Microsoft
and
Apple.
We
made
several
initiations
in
the
energy
sector
to
add
exposure
to
a
space
we
feel
is
undergoing
structural
productivity
changes.
We
initiated
a
position
in
Schlumberger,
the
global
leader
in
oil
field
services.
Schlumberger
is
a
technological
leader
in
its
field
with
attractive
scale
and
a
strong
reputation
for
performance,
and
we
believe
the
company
has
the
potential
to
be
a
beneficiary
T.
ROWE
PRICE
Dividend
Growth
Fund
of
the
ongoing
international
capital
expenditure
exploration
cycle,
which
could
continue
for
several
years,
particularly
internationally,
where
the
company
makes
most
of
its
revenue.
We
also
added
a
position
in
EQT,
the
largest
producer
of
natural
gas
in
the
U.S.,
as
a
high-quality
way
to
increase
exposure
to
the
commodity
where
we
feel
fundamentals
have
improved.
Elsewhere
in
the
portfolio,
we
found
pockets
of
opportunities
to
increase
our
positions
in
select
areas,
adding
to
durable,
high-quality
companies
with
compelling
risk/reward
profiles
and
strong
multiyear
dividend
growth
prospects.
In
many
cases,
these
companies
have
already
experienced
their
periods
of
weakness,
which
are
priced
into
valuation
and
thus
create
meaningful
upside
for
the
portfolio
as
fundamentals
improve.
We
added
positions
in
McKesson,
the
largest
North
American
drug
distributor
and
a
distributor
of
ambulatory
medical/surgical
supplies
with
a
focus
on
the
oncology
ecosystem
and
biopharma
manufacturer
services,
as
well
as
Target,
an
above-average
retailer
that
offers
compelling
value
to
its
customers
backed
by
its
strong
merchandising
and
omnichannel
operations.
Several
other
recent
positions
fit
into
this
theme.
In
the
second
half
of
the
year,
we
initiated
positions
in
T-Mobile
US,
the
large
U.S.
wireless
carrier
with
the
best
management
team
and
shareholder
alignment
in
its
industry,
and
CSX,
a
railroad
that
executes
well
in
a
strong
industry
backdrop
with
attractive
dividend
growth
potential.
We
also
added
to
our
existing
position
in
Colgate-Palmolive,
the
world’s
leading
oral
care
products
provider,
as
it
utilizes
pricing
power
and
volume
improvements
to
potentially
unlock
shareholder
value.
SECTOR
DIVERSIFICATION
Percent
of
Net
Assets
6/30/23
12/31/23
Information
Technology
18.7%
19.6%
Health
Care
17.1
16.4
Industrials
and
Business
Services
15.0
15.7
Financials
15.1
15.5
Consumer
Staples
10.0
8.9
Consumer
Discretionary
6.9
7.2
Energy
3.3
4.2
Materials
4.2
3.9
Real
Estate
2.6
2.5
Utilities
3.0
2.4
Communication
Services
0.5
0.6
Other
and
Reserves
3.6
3.1
Total
100.0%
100.0%
Historical
weightings
reflect
current
industry/sector
classifications.
T.
ROWE
PRICE
Dividend
Growth
Fund
Our
largest
net
sales
came
in
the
financials
sector.
We
eliminated
our
positions
in
CME
Group,
a
diversified
futures
exchange,
and
Fidelity
National
Information
Services,
a
global
payment
processor,
when
risk/reward
and
growth
prospects
turned
unfavorable.
We
used
proceeds
from
the
sales
to
fund
more
attractive
ideas
elsewhere
in
the
portfolio.
What
is
portfolio
management’s
outlook?
As
we
begin
2024,
market
sentiment
is
the
exact
opposite
of
2023,
when
everyone
was
bearish
and
the
market
surged.
Following
a
strong,
valuation-
driven
market
in
2023,
and
with
bullish
sentiment
and
expectations
for
a
soft
landing
prevalent,
the
risk
could
be
to
the
downside
should
a
less-than-perfect
scenario
unfold.
A
combination
of
slower
expected
earnings
growth
and
higher
long-term
interest
rates
is
not
consistent
with
multiple
expansion
or
the
continued
outperformance
of
long
duration
stocks.
It
is
challenging
to
see
a
scenario
in
which
we
get
a
repeat
of
the
S&P
500’s
stellar
return,
driven
by
just
a
handful
of
names
and
multiple
expansion.
Our
expectation
is
for
more
muted
market
returns
going
forward
but
with
broader
market
participation.
This
is
a
time
to
be
selective,
with
our
expectation
being
for
an
environment
that
once
again
rewards
fundamentals.
We
believe
this
should
provide
a
more
positive
backdrop
for
dividend
growth
as
a
category
moving
forward.
As
always,
our
focus
remains
on
buying
and
holding
high-quality
companies
that
have
strong
balance
sheets,
durable
cash
flow
generation,
and
increasing
dividends
that
have
proven
to
compound
value
over
time.
While
there
will
be
periods
of
time
when
dividend
growers
outperform
and
others
when
they
underperform,
over
time,
they
have
outperformed
and,
importantly,
done
so
with
lower
volatility.
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
Dividend
Growth
Fund
RISKS
OF
STOCK
INVESTING
A
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.
Funds
investing
in
stocks
with
a
dividend
orientation
may
have
somewhat
lower
potential
for
price
appreciation
than
those
concentrating
on
rapidly
growing
firms.
Also,
a
company
may
reduce
or
eliminate
its
dividend.
BENCHMARK
INFORMATION
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.
Note:
The
Nasdaq
Broad
Dividend
Achievers
Index
is
composed
of
U.S.
accepted
securities
with
at
least
10
consecutive
years
of
increasing
annual
regular
dividend
payments.
Note:
The
S&P
500
Index
is
a
product
of
S&P
Dow
Jones
Indices
LLC,
a
division
of
S&P
Global,
or
its
affiliates
(“SPDJI”)
and
has
been
licensed
for
use
by
T.
Rowe
Price.
Standard
& Poor’s
®
and
S&P
®
are
registered
trademarks of
Standard
&
Poor’s
Financial
Services
LLC,
a
division
of
S&P
Global (“S&P”);
Dow
Jones
®
is
a
registered
trademark
of
Dow
Jones
Trademark
Holdings
LLC
(“Dow
Jones”);
T.
Rowe
Price
is
not
sponsored,
endorsed,
sold
or
promoted
by
SPDJI,
Dow
Jones,
S&P,
or
their
respective
affiliates,
and
none
of
such
parties
make
any
representation
regarding
the
advisability
of
investing
in
such
product(s)
nor
do
they
have
any
liability
for
any
errors,
omissions,
or
interruptions
of
the
S&P
500
Index.
T.
ROWE
PRICE
Dividend
Growth
Fund
PORTFOLIO
HIGHLIGHTS
TWENTY-FIVE
LARGEST
HOLDINGS
Percent
of
Net
Assets
12/31/23
Microsoft
6.5%
Apple
4.5
Visa
2.2
UnitedHealth
Group
2.1
Accenture
1.9
JPMorgan
Chase
1.9
Chubb
1.9
General
Electric
1.8
Marsh
&
McLennan
1.7
Thermo
Fisher
Scientific
1.6
Roper
Technologies
1.6
Eli
Lilly
1.5
McKesson
1.5
Honeywell
International
1.4
Mondelez
International
1.4
Ross
Stores
1.3
Home
Depot
1.3
Linde
1.3
KLA
1.2
Hilton
Worldwide
Holdings
1.2
Exxon
Mobil
1.2
Broadridge
Financial
Solutions
1.2
Amphenol
1.2
Bank
of
America
1.1
Danaher
1.1
Total
45.6%
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
Dividend
Growth
Fund
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.
DIVIDEND
GROWTH
FUND
Note:
Performance
for
the Advisor,
I,
and
Z
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
Dividend
Growth
Fund
AVERAGE
ANNUAL
COMPOUND
TOTAL
RETURN
Periods
Ended
12/31/23
1
Year
5
Years
10
Years
Since
Inception
Inception
Date
Dividend
Growth
Fund
–
.
13.65%
13.93%
11.27%
–
–
Dividend
Growth
Fund–
.
Advisor Class
13.35
13.63
10.97
–
–
Dividend
Growth
Fund–
.
I Class
13.79
14.07
–
12.42%
12/17/15
Dividend
Growth
Fund–
.
Z Class
14.38
–
–
9.37
2/22/21
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,
03
I
,
and
0.04
Z
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
Dividend
Growth
Fund
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
four
share
classes:
The
original
share
class
(Investor
Class)
charges
no
distribution
and
service
(12b-1)
fee,
Advisor
Class
shares
are
offered
only
through
unaffiliated
brokers
and
other
financial
intermediaries
and
charge
a
0.25%
12b-1
fee,
I
Class
shares
are
available
to
institutionally
oriented
clients
and
impose
no
12b-1
or
administrative
fee
payment,
and
Z
Class
shares
are
offered
only
to
funds
advised
by
T.
Rowe
Price
and
other
advisory
clients
of
T.
Rowe
Price
or
its
affiliates
that
are
subject
to
a
contractual
fee
for
investment
management
services
and
impose
no
12b-1
fee
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.
Dividend
Growth
Fund
0.64%
Dividend
Growth
Fund–Advisor
Class
0.90
Dividend
Growth
Fund–I
Class
0.50
Dividend
Growth
Fund–Z
Class
0.49
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
Dividend
Growth
Fund
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.
DIVIDEND
GROWTH
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
$1,063.80
$3.33
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,021.98
3.26
Advisor
Class
Actual
1,000.00
1,062.30
4.68
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,020.67
4.58
I
Class
Actual
1,000.00
1,064.50
2.65
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,022.63
2.60
Z
Class
Actual
1,000.00
1,067.20
0.00
Hypothetical
(assumes
5%
return
before
expenses)
1,000.00
1,025.21
0.00
*
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
0.64%,
the
2
Advisor Class
was
0.90%,
the
3
I Class
was
0.51%,
and
the
4
Z Class
was
0.00%.
FUND
EXPENSE
EXAMPLE
(CONTINUED)
T.
ROWE
PRICE
Dividend
Growth
Fund
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
$
64.10
$
74.07
$
60.01
$
53.32
$
41.47
Investment
activities
Net
investment
income
(1)(2)
0.83
0.72
0.59
0.62
0.68
Net
realized
and
unrealized
gain/
loss
7.85
(8.25)
14.95
6.69
12.12
Total
from
investment
activities
8.68
(7.53)
15.54
7.31
12.80
Distributions
Net
investment
income
(0.82)
(0.73)
(0.58)
(0.62)
(0.66)
Net
realized
gain
(1.15)
(1.71)
(0.90)
—
(0.29)
Total
distributions
(1.97)
(2.44)
(1.48)
(0.62)
(0.95)
NET
ASSET
VALUE
End
of
period
$
70.81
$
64.10
$
74.07
$
60.01
$
53.32
Ratios/Supplemental
Data
Total
return
(2)(3)
13.65%
(10.23)%
26.04%
13.93%
31.02%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0.64%
0.64%
0.62%
0.63%
0.62%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.64%
0.64%
0.62%
0.63%
0.62%
Net
investment
income
1.24%
1.08%
0.88%
1.19%
1.40%
Portfolio
turnover
rate
15.9%
15.5%
12.3%
13.1%
7.1%
Net
assets,
end
of
period
(in
millions)
$12,279
$11,086
$14,625
$12,078
$10,165
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
See
Note
6
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
Dividend
Growth
Fund
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
$
64.03
$
73.98
$
59.95
$
53.26
$
41.42
Investment
activities
Net
investment
income
(1)(2)
0.65
0.55
0.40
0.47
0.54
Net
realized
and
unrealized
gain/
loss
7.84
(8.22)
14.93
6.69
12.11
Total
from
investment
activities
8.49
(7.67)
15.33
7.16
12.65
Distributions
Net
investment
income
(0.65)
(0.57)
(0.40)
(0.47)
(0.52)
Net
realized
gain
(1.15)
(1.71)
(0.90)
—
(0.29)
Total
distributions
(1.80)
(2.28)
(1.30)
(0.47)
(0.81)
NET
ASSET
VALUE
End
of
period
$
70.72
$
64.03
$
73.98
$
59.95
$
53.26
Ratios/Supplemental
Data
Total
return
(2)(3)
13.35%
(10.45)%
25.68%
13.62%
30.66%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0.90%
0.90%
0.89%
0.90%
0.91%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.90%
0.90%
0.89%
0.90%
0.91%
Net
investment
income
0.98%
0.83%
0.60%
0.91%
1.12%
Portfolio
turnover
rate
15.9%
15.5%
12.3%
13.1%
7.1%
Net
assets,
end
of
period
(in
thousands)
$355,667
$352,408
$438,861
$345,694
$346,106
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
See
Note
6
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
Dividend
Growth
Fund
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
$
64.07
$
74.05
$
59.98
$
53.30
$
41.46
Investment
activities
Net
investment
income
(1)(2)
0.92
0.83
0.67
0.68
0.74
Net
realized
and
unrealized
gain/
loss
7.84
(8.26)
14.95
6.69
12.11
Total
from
investment
activities
8.76
(7.43)
15.62
7.37
12.85
Distributions
Net
investment
income
(0.91)
(0.84)
(0.65)
(0.69)
(0.72)
Net
realized
gain
(1.15)
(1.71)
(0.90)
—
(0.29)
Total
distributions
(2.06)
(2.55)
(1.55)
(0.69)
(1.01)
NET
ASSET
VALUE
End
of
period
$
70.77
$
64.07
$
74.05
$
59.98
$
53.30
Ratios/Supplemental
Data
Total
return
(2)(3)
13.79%
(10.10)%
26.20%
14.08%
31.16%
Ratios
to
average
net
assets:
(2)
Gross
expenses
before
waivers/
payments
by
Price
Associates
0.51%
0.50%
0.49%
0.50%
0.50%
Net
expenses
after
waivers/
payments
by
Price
Associates
0.51%
0.50%
0.49%
0.50%
0.50%
Net
investment
income
1.38%
1.26%
1.00%
1.31%
1.53%
Portfolio
turnover
rate
15.9%
15.5%
12.3%
13.1%
7.1%
Net
assets,
end
of
period
(in
millions)
$10,154
$8,671
$6,815
$5,541
$4,229
0%
0%
0%
0%
0%
(1)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(2)
See
Note
6
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
Dividend
Growth
Fund
For
a
share
outstanding
throughout
each
period
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Z
Class
(1)
..
Year
..
..
Ended
.
2/22/21
(1)
Through
12/31/21
12/31/23
12/31/22
NET
ASSET
VALUE
Beginning
of
period
$
64.14
$
74.12
$
60.84
Investment
activities
Net
investment
income
(2)(3)
1.25
1.15
0.86
Net
realized
and
unrealized
gain/loss
7.87
(8.26)
14.22
Total
from
investment
activities
9.12
(7.11)
15.08
Distributions
Net
investment
income
(1.23)
(1.16)
(0.90)
Net
realized
gain
(1.15)
(1.71)
(0.90)
Total
distributions
(2.38)
(2.87)
(1.80)
NET
ASSET
VALUE
End
of
period
$
70.88
$
64.14
$
74.12
Ratios/Supplemental
Data
Total
return
(3)(4)
14.38%
(9.66)%
24.98%
Ratios
to
average
net
assets:
(3)
Gross
expenses
before
waivers/payments
by
Price
Associates
0.50%
0.49%
0.49%
(5)
Net
expenses
after
waivers/payments
by
Price
Associates
0.00%
0.00%
0.00%
(5)
Net
investment
income
1.88%
1.73%
1.46%
(5)
Portfolio
turnover
rate
15.9%
15.5%
12.3%
Net
assets,
end
of
period
(in
millions)
$450
$434
$545
0%
0%
0%
(1)
Inception
date
(2)
Per
share
amounts
calculated
using
average
shares
outstanding
method.
(3)
See
Note
6
for
details
of
expense-related
arrangements
with
Price
Associates.
(4)
Total
return
reflects
the
rate
that
an
investor
would
have
earned
on
an
investment
in
the
fund
during
each
period,
assuming
reinvestment
of
all
distributions,
and
payment
of
no
redemption
or
account
fees,
if
applicable.
Total
return
is
not
annualized
for
periods
less
than
one
year.
(5)
Annualized
T.
ROWE
PRICE
Dividend
Growth
Fund
December
31,
2023
Shares
$
Value
(Cost
and
value
in
$000s)
‡
COMMON
STOCKS
96.8%
COMMUNICATION
SERVICES
0.6%
Wireless
Telecommunication
Services
0.6%
T-Mobile
U.S.
805,200
129,098
Total
Communication
Services
129,098
CONSUMER
DISCRETIONARY
7.1%
Hotels,
Restaurants
&
Leisure
3.6%
Hilton
Worldwide
Holdings
1,572,403
286,319
Las
Vegas
Sands
1,806,745
88,910
Marriott
International,
Class
A
283,153
63,854
McDonald's
869,075
257,689
Yum!
Brands
990,861
129,466
826,238
Specialty
Retail
3.0%
Home
Depot
853,175
295,668
Ross
Stores
2,251,484
311,583
Tractor
Supply (1)
395,260
84,992
692,243
Textiles,
Apparel
&
Luxury
Goods
0.5%
NIKE,
Class
B
1,074,499
116,658
116,658
Total
Consumer
Discretionary
1,635,139
CONSUMER
STAPLES
8.9%
Beverages
2.5%
Coca-Cola
4,374,621
257,796
Constellation
Brands,
Class
A
421,155
101,814
PepsiCo
1,359,879
230,962
590,572
Consumer
Staples
Distribution
&
Retail
2.4%
Costco
Wholesale
211,629
139,692
Dollar
General
434,503
59,071
Target
835,400
118,978
Walmart
1,500,188
236,504
554,245
Food
Products
1.7%
Mondelez
International,
Class
A
4,430,951
320,934
Nestle
(CHF)
708,404
82,118
403,052
T.
ROWE
PRICE
Dividend
Growth
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Household
Products
1.0%
Colgate-Palmolive
2,990,586
238,380
238,380
Personal
Care
Products
0.4%
Kenvue
4,668,126
100,505
100,505
Tobacco
0.9%
Philip
Morris
International
2,206,840
207,620
207,620
Total
Consumer
Staples
2,094,374
ENERGY
4.2%
Energy
Equipment
&
Services
1.0%
Schlumberger
4,463,300
232,270
232,270
Oil,
Gas
&
Consumable
Fuels
3.2%
EOG
Resources
1,666,059
201,510
EQT
3,291,500
127,249
Exxon
Mobil
2,774,508
277,395
TotalEnergies
(EUR)
779,346
52,995
Williams
2,413,800
84,073
743,222
Total
Energy
975,492
FINANCIALS
15.5%
Banks
3.8%
Bank
of
America
7,779,797
261,946
JPMorgan
Chase
2,575,148
438,033
Wells
Fargo
3,692,606
181,750
881,729
Capital
Markets
3.2%
Charles
Schwab
3,673,446
252,733
Goldman
Sachs
Group
306,950
118,412
Morgan
Stanley
2,587,409
241,276
S&P
Global
293,352
129,227
741,648
Consumer
Finance
0.9%
American
Express
1,167,374
218,696
218,696
Financial
Services
2.2%
Visa,
Class
A
1,971,339
513,238
513,238
T.
ROWE
PRICE
Dividend
Growth
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Insurance
5.4%
Aon,
Class
A
440,147
128,092
Chubb
1,909,422
431,529
Hartford
Financial
Services
Group
1,721,770
138,396
Marsh
&
McLennan
2,029,885
384,602
Progressive
1,032,638
164,479
1,247,098
Total
Financials
3,602,409
HEALTH
CARE
16.4%
Biotechnology
0.9%
AbbVie
1,337,701
207,304
207,304
Health
Care
Equipment
&
Supplies
2.8%
Becton
Dickinson
&
Company
996,992
243,097
GE
HealthCare
Technologies
1,691,439
130,782
Medtronic
555,355
45,750
Stryker
813,932
243,740
663,369
Health
Care
Providers
&
Services
4.9%
Cigna
Group
399,235
119,551
Elevance
Health
397,233
187,319
McKesson
731,890
338,850
UnitedHealth
Group
929,289
489,243
1,134,963
Life
Sciences
Tools
&
Services
3.6%
Agilent
Technologies
1,464,636
203,628
Danaher
1,129,193
261,227
Thermo
Fisher
Scientific
686,429
364,350
829,205
Pharmaceuticals
4.2%
AstraZeneca,
ADR
3,613,144
243,346
Eli
Lilly
596,540
347,735
Johnson
&
Johnson
947,347
148,487
Zoetis
1,155,121
227,986
967,554
Total
Health
Care
3,802,395
INDUSTRIALS
&
BUSINESS
SERVICES
15.7%
Aerospace
&
Defense
1.8%
Howmet
Aerospace
3,410,671
184,586
Northrop
Grumman
502,468
235,225
419,811
T.
ROWE
PRICE
Dividend
Growth
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Building
Products
0.6%
Trane
Technologies
562,324
137,151
137,151
Commercial
Services
&
Supplies
1.2%
Veralto
387,431
31,870
Waste
Connections
1,632,172
243,634
275,504
Electrical
Equipment
0.6%
Schneider
Electric
(EUR)
756,135
152,215
152,215
Ground
Transportation
2.7%
CSX
3,545,900
122,936
JB
Hunt
Transport
Services
553,418
110,540
Old
Dominion
Freight
Line
359,175
145,584
Union
Pacific
992,154
243,693
622,753
Industrial
Conglomerates
4.8%
General
Electric
3,232,732
412,594
Honeywell
International
1,588,750
333,177
Roper
Technologies
663,957
361,969
1,107,740
Machinery
1.9%
Cummins
376,199
90,126
Illinois
Tool
Works
423,990
111,060
Otis
Worldwide
1,260,773
112,801
Stanley
Black
&
Decker
1,284,094
125,970
439,957
Professional
Services
2.1%
Automatic
Data
Processing
505,300
117,720
Broadridge
Financial
Solutions
1,347,466
277,241
Equifax (1)
364,010
90,016
484,977
Total
Industrials
&
Business
Services
3,640,108
INFORMATION
TECHNOLOGY
19.6%
Electronic
Equipment,
Instruments
&
Components
2.0%
Amphenol,
Class
A
2,719,428
269,577
TE
Connectivity
1,340,764
188,377
457,954
IT
Services
1.9%
Accenture,
Class
A
1,278,790
448,740
448,740
T.
ROWE
PRICE
Dividend
Growth
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
‡
Semiconductors
&
Semiconductor
Equipment
4.7%
Analog
Devices
549,100
109,029
Applied
Materials
1,546,891
250,705
KLA
495,164
287,839
Microchip
Technology
2,093,009
188,747
QUALCOMM
675,448
97,690
Texas
Instruments
960,088
163,657
1,097,667
Software
6.5%
Microsoft
3,999,305
1,503,899
1,503,899
Technology
Hardware,
Storage
&
Peripherals
4.5%
Apple
5,445,039
1,048,333
1,048,333
Total
Information
Technology
4,556,593
MATERIALS
3.9%
Chemicals
2.8%
Air
Products
&
Chemicals
332,766
91,111
Linde
706,821
290,298
Nutrien (1)
464,256
26,152
RPM
International
573,446
64,014
Sherwin-Williams
549,789
171,479
643,054
Containers
&
Packaging
1.1%
Avery
Dennison
911,130
184,194
Ball (1)
1,134,951
65,282
249,476
Total
Materials
892,530
REAL
ESTATE
2.5%
Industrial
Real
Estate
Investment
Trusts
0.5%
Rexford
Industrial
Realty,
REIT
2,219,901
124,536
124,536
Residential
Real
Estate
Investment
Trusts
1.0%
Equity
Residential,
REIT
3,731,690
228,230
228,230
Specialized
Real
Estate
Investment
Trusts
1.0%
American
Tower,
REIT
1,062,985
229,477
229,477
Total
Real
Estate
582,243
T.
ROWE
PRICE
Dividend
Growth
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
‡
UTILITIES
2.4%
Electric
Utilities
0.3%
NextEra
Energy
1,359,578
82,581
82,581
Gas
Utilities
0.5%
Atmos
Energy (1)
940,683
109,025
109,025
Multi-Utilities
1.6%
Ameren
2,163,415
156,501
CMS
Energy
2,380,741
138,250
WEC
Energy
Group
1,038,631
87,422
382,173
Total
Utilities
573,779
Total
Common
Stocks
(Cost
$11,928,785)
22,484,160
PREFERRED
STOCKS
0.1%
CONSUMER
DISCRETIONARY
0.1%
Automobiles
0.1%
Dr.
Ing.
h.c.
F.
Porsche
(EUR)
358,267
31,555
Total
Consumer
Discretionary
31,555
Total
Preferred
Stocks
(Cost
$28,867)
31,555
SHORT-TERM
INVESTMENTS
3.0%
Money
Market
Funds
3.0%
T.
Rowe
Price
Government
Reserve
Fund,
5.42% (2)(3)
706,725,517
706,726
Total
Short-Term
Investments
(Cost
$706,726)
706,726
T.
ROWE
PRICE
Dividend
Growth
Fund
Shares
$
Value
(Cost
and
value
in
$000s)
‡
SECURITIES
LENDING
COLLATERAL
0.3%
INVESTMENTS
IN
A
POOLED
ACCOUNT
THROUGH
SECURITIES
LENDING
PROGRAM
WITH
STATE
STREET
BANK
AND
TRUST
COMPANY
0.3%
Money
Market
Funds
0.3%
T.
Rowe
Price
Government
Reserve
Fund,
5.42% (2)(3)
70,266,813
70,267
Total
Investments
in
a
Pooled
Account
through
Securities
Lending
Program
with
State
Street
Bank
and
Trust
Company
70,267
Total
Securities
Lending
Collateral
(Cost
$70,267)
70,267
Total
Investments
in
Securities
100.2%
of
Net
Assets
(Cost
$12,734,645)
$
23,292,708
‡
Shares
are
denominated
in
U.S.
dollars
unless
otherwise
noted.
(1)
See
Note
3.
All
or
a
portion
of
this
security
is
on
loan
at
December
31,
2023.
(2)
Seven-day
yield
(3)
Affiliated
Companies
ADR
American
Depositary
Receipts
CHF
Swiss
Franc
EUR
Euro
REIT
A
domestic
Real
Estate
Investment
Trust
whose
distributions
pass-through
with
original
tax
character
to
the
shareholder
T.
ROWE
PRICE
Dividend
Growth
Fund
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
T.
Rowe
Price
Government
Reserve
Fund,
5.42%
$
—
$
—
$
38,773++
Totals
$
—#
$
—
$
38,773+
Supplementary
Investment
Schedule
Affiliate
Value
12/31/22
Purchase
Cost
Sales
Cost
Value
12/31/23
T.
Rowe
Price
Government
Reserve
Fund,
5.42%
$
887,706
¤
¤
$
776,993
Total
$
776,993^
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$0
of
the
net
realized
gain
(loss).
++
Excludes
earnings
on
securities
lending
collateral,
which
are
subject
to
rebates
and
fees
as
described
in
Note
3.
+
Investment
income
comprised
$38,773
of
dividend
income
and
$0
of
interest
income.
¤
Purchase
and
sale
information
not
shown
for
cash
management
funds.
^
The
cost
basis
of
investments
in
affiliated
companies
was
$776,993.
T.
ROWE
PRICE
Dividend
Growth
Fund
December
31,
2023
Statement
of
Assets
and
Liabilities
($000s,
except
shares
and
per
share
amounts)
Assets
Investments
in
securities,
at
value
(cost
$12,734,645)
$
23,292,708
Receivable
for
shares
sold
30,749
Dividends
receivable
25,906
Cash
2
Other
assets
4,755
Total
assets
23,354,120
Liabilities
Obligation
to
return
securities
lending
collateral
70,267
Payable
for
shares
redeemed
33,747
Investment
management
fees
payable
9,461
Due
to
affiliates
87
Payable
to
directors
19
Other
liabilities
2,046
Total
liabilities
115,627
NET
ASSETS
$
23,238,493
T.
ROWE
PRICE
Dividend
Growth
Fund
December
31,
2023
Statement
of
Assets
and
Liabilities
($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)
$
10,611,675
Paid-in
capital
applicable
to
328,253,016
shares
of
$0.0001
par
value
capital
stock
outstanding;
1,000,000,000
shares
authorized
12,626,818
NET
ASSETS
$
23,238,493
NET
ASSET
VALUE
PER
SHARE
Investor
Class
(Net
assets:
$12,278,783;
Shares
outstanding:
173,400,419)
$
70.81
Advisor
Class
(Net
assets:
$355,667;
Shares
outstanding:
5,029,322)
$
70.72
I
Class
(Net
assets:
$10,154,291;
Shares
outstanding:
143,478,281)
$
70.77
Z
Class
(Net
assets:
$449,752;
Shares
outstanding:
6,344,994)
$
70.88
T.
ROWE
PRICE
Dividend
Growth
Fund
Year
Ended
12/31/23
Investment
Income
(Loss)
Income
Dividend
(net
of
foreign
taxes
of
$2,087)
$
408,955
Securities
lending
1,047
Total
income
410,002
Expenses
Investment
management
105,831
Shareholder
servicing
Investor
Class
$
16,160
Advisor
Class
530
I
Class
810
17,500
Rule
12b-1
fees
Advisor
Class
882
Prospectus
and
shareholder
reports
Investor
Class
612
Advisor
Class
23
I
Class
403
1,038
Proxy
and
annual
meeting
717
Custody
and
accounting
590
Registration
471
Directors
76
Legal
and
audit
38
Miscellaneous
167
Waived
/
paid
by
Price
Associates
(2,168)
Total
expenses
125,142
Net
investment
income
284,860
T.
ROWE
PRICE
Dividend
Growth
Fund
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
423,007
Foreign
currency
transactions
63
Net
realized
gain
423,070
Change
in
net
unrealized
gain
/
loss
Securities
2,146,153
Other
assets
and
liabilities
denominated
in
foreign
currencies
302
Change
in
net
unrealized
gain
/
loss
2,146,455
Net
realized
and
unrealized
gain
/
loss
2,569,525
INCREASE
IN
NET
ASSETS
FROM
OPERATIONS
$
2,854,385
T.
ROWE
PRICE
Dividend
Growth
Fund
Statement
of
Changes
in
Net
Assets
Year
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
Ended
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
12/31/23
12/31/22
Increase
(Decrease)
in
Net
Assets
Operations
Net
investment
income
$
284,860
$
236,436
Net
realized
gain
423,070
611,736
Change
in
net
unrealized
gain
/
loss
2,146,455
(3,142,196)
Increase
(decrease)
in
net
assets
from
operations
2,854,385
(2,294,024)
Distributions
to
shareholders
Net
earnings
Investor
Class
(338,936)
(408,632)
Advisor
Class
(9,174)
(12,200)
I
Class
(289,447)
(332,263)
Z
Class
(15,109)
(19,235)
Decrease
in
net
assets
from
distributions
(652,666)
(772,330)
Capital
share
transactions
*
Shares
sold
Investor
Class
2,615,656
2,768,258
Advisor
Class
79,982
89,547
I
Class
2,030,515
3,905,115
Z
Class
3,114
4,160
Distributions
reinvested
Investor
Class
311,692
371,841
Advisor
Class
8,637
11,615
I
Class
268,787
305,142
Z
Class
15,109
19,235
Shares
redeemed
Investor
Class
(2,910,989)
(4,767,133)
Advisor
Class
(121,259)
(130,045)
I
Class
(1,761,836)
(1,328,252)
Z
Class
(46,163)
(62,978)
Increase
in
net
assets
from
capital
share
transactions
493,245
1,186,505
T.
ROWE
PRICE
Dividend
Growth
Fund
Statement
of
Changes
in
Net
Assets
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
2,694,964
(1,879,849)
Beginning
of
period
20,543,529
22,423,378
End
of
period
$
23,238,493
$
20,543,529
*Share
information
(000s)
Shares
sold
Investor
Class
39,491
41,650
Advisor
Class
1,208
1,352
I
Class
30,584
58,773
Z
Class
47
65
Distributions
reinvested
Investor
Class
4,533
5,642
Advisor
Class
126
176
I
Class
3,915
4,631
Z
Class
221
292
Shares
redeemed
Investor
Class
(43,563)
(71,804)
Advisor
Class
(1,809)
(1,956)
I
Class
(26,367)
(20,086)
Z
Class
(687)
(942)
Increase
in
shares
outstanding
7,699
17,793
T.
ROWE
PRICE
Dividend
Growth
Fund
NOTES
TO
FINANCIAL
STATEMENTS
T.
Rowe
Price
Dividend
Growth
Fund,
Inc.
(the
fund) is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act)
as a
diversified, open-end
management
investment
company. The
fund
seeks
dividend
income
and
long-term
capital
growth
primarily
through
investments
in
stocks.
The
fund
has four classes
of
shares:
the
Dividend
Growth
Fund
(Investor
Class),
the
Dividend
Growth
Fund–Advisor
Class
(Advisor
Class),
the
Dividend
Growth
Fund–I
Class
(I
Class)
and
the
Dividend
Growth
Fund–Z
Class
(Z
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
Z
Class
is
only
available
to
funds
advised
by
T.
Rowe
Price
Associates,
Inc.
and
its
affiliates
and
other
clients
that
are
subject
to
a
contractual
fee
for
investment
management
services.
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,
I
and
Z
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. 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/loss. Dividend
income and
capital
gain
distributions
are
recorded
on
the
ex-dividend
date. Distributions
from
T.
ROWE
PRICE
Dividend
Growth
Fund
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 quarterly. A
capital
gain
distribution,
if
any, may
also
be
declared
and
paid
by
the
fund
annually.
Currency
Translation
Assets,
including
investments,
and
liabilities
denominated
in
foreign
currencies
are
translated
into
U.S.
dollar
values
each
day
at
the
prevailing
exchange
rate,
using
the
mean
of
the
bid
and
asked
prices
of
such
currencies
against
U.S.
dollars
as
provided
by
an
outside
pricing
service.
Purchases
and
sales
of
securities,
income,
and
expenses
are
translated
into
U.S.
dollars
at
the
prevailing
exchange
rate
on
the
respective
date
of
such
transaction.
The
effect
of
changes
in
foreign
currency
exchange
rates
on
realized
and
unrealized
security
gains
and
losses
is
not
bifurcated
from
the
portion
attributable
to
changes
in
market
prices.
Class
Accounting
Shareholder
servicing,
prospectus,
and
shareholder
report
expenses
incurred
by
each
class
are
charged
directly
to
the
class
to
which
they
relate.
Expenses
common
to
all
classes,
investment
income,
and
realized
and
unrealized
gains
and
losses
are
allocated
to
the
classes
based
upon
the
relative
daily
net
assets
of
each
class.
The
Advisor
Class
pays
Rule
12b-1
fees,
in
an
amount
not
exceeding
0.25%
of
the
class’s
average
daily
net
assets.
Capital
Transactions
Each
investor’s
interest
in
the
net
assets
of the
fund
is
represented
by
fund
shares. The
fund’s
net
asset
value
(NAV)
per
share
is
computed
at
the
close
of
the
New
York
Stock
Exchange
(NYSE),
normally
4
p.m.
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.
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
T.
ROWE
PRICE
Dividend
Growth
Fund
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.
Indemnification
In
the
normal
course
of
business, the
fund
may
provide
indemnification
in
connection
with
its
officers
and
directors,
service
providers,
and/or
private
company
investments. The
fund’s
maximum
exposure
under
these
arrangements
is
unknown;
however,
the
risk
of
material
loss
is
currently
considered
to
be
remote.
NOTE
2
-
VALUATION
Fair
Value
The
fund’s
financial
instruments
are
valued
at
the
close
of
the
NYSE
and
are
reported
at
fair
value,
which
GAAP
defines
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date. The fund’s
Board
of
Directors
(the
Board)
has
designated
T.
Rowe
Price
Associates,
Inc.
as
the
fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation
risks;
establishes
and
applies
fair
value
methodologies;
tests
fair
value
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee. The
Valuation
Designee provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1
–
quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
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
T.
ROWE
PRICE
Dividend
Growth
Fund
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
and
the
last
quoted
sale
or
closing
price
for
international
securities.
The
last
quoted
prices
of
non-U.S.
equity
securities
may
be
adjusted
to
reflect
the
fair
value
of
such
securities
at
the
close
of
the
NYSE,
if
the Valuation
Designee
determines
that
developments
between
the
close
of
a
foreign
market
and
the
close
of
the
NYSE
will
affect
the
value
of
some
or
all
of
the fund’s portfolio
securities.
Each
business
day,
the
Valuation
Designee uses
information
from
outside
pricing
services
to
evaluate
the
quoted
prices
of
portfolio
securities
and,
if
appropriate,
decide whether
it
is
necessary
to
adjust
quoted
prices
to
reflect
fair
value
by
reviewing
a
variety
of
factors,
including
developments
in
foreign
markets,
the
performance
of
U.S.
securities
markets,
and
the
performance
of
instruments
trading
in
U.S.
markets
that
represent
foreign
securities
and
baskets
of
foreign
securities. The Valuation
Designee
uses
outside
pricing
services
to
provide
it
with
quoted
prices
and
information
to
evaluate
or
adjust
those
prices.
The Valuation
Designee
cannot
predict
how
often
it
will
use
quoted
prices
and
how
often
it
will
determine
it
necessary
to
adjust
those
prices
to
reflect
fair
value.
Investments
in
mutual
funds
are
valued
at
the
mutual
fund’s
closing
NAV
per
share
on
the
day
of
valuation.
Assets
and
liabilities
other
than
financial
instruments,
including
short-term
receivables
and
payables,
are
carried
at
cost,
or
estimated
realizable
value,
if
less,
which
approximates
fair
value.
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
T.
ROWE
PRICE
Dividend
Growth
Fund
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.
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
-
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.
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Common
Stocks
$
22,196,832
$
287,328
$
—
$
22,484,160
Preferred
Stocks
—
31,555
—
31,555
Short-Term
Investments
706,726
—
—
706,726
Securities
Lending
Collateral
70,267
—
—
70,267
Total
$
22,973,825
$
318,883
$
—
$
23,292,708
T.
ROWE
PRICE
Dividend
Growth
Fund
Securities
Lending
The fund
may
lend
its
securities
to
approved
borrowers
to
earn
additional
income.
Its
securities
lending
activities
are
administered
by
a
lending
agent
in
accordance
with
a
securities
lending
agreement.
Security
loans
generally
do
not
have
stated
maturity
dates,
and
the
fund
may
recall
a
security
at
any
time.
The
fund
receives
collateral
in
the
form
of
cash
or
U.S.
government
securities.
Collateral
is
maintained
over
the
life
of
the
loan
in
an
amount
not
less
than
the
value
of
loaned
securities;
any
additional
collateral
required
due
to
changes
in
security
values
is
delivered
to
the
fund
the
next
business
day.
Cash
collateral
is
invested
in
accordance
with
investment
guidelines
approved
by
fund
management.
Additionally,
the
lending
agent
indemnifies
the
fund
against
losses
resulting
from
borrower
default.
Although
risk
is
mitigated
by
the
collateral
and
indemnification,
the
fund
could
experience
a
delay
in
recovering
its
securities
and
a
possible
loss
of
income
or
value
if
the
borrower
fails
to
return
the
securities,
collateral
investments
decline
in
value,
and
the
lending
agent
fails
to
perform.
Securities
lending
revenue
consists
of
earnings
on
invested
collateral
and
borrowing
fees,
net
of
any
rebates
to
the
borrower,
compensation
to
the
lending
agent,
and
other
administrative
costs.
In
accordance
with
GAAP,
investments
made
with
cash
collateral
are
reflected
in
the
accompanying
financial
statements,
but
collateral
received
in
the
form
of
securities
is
not.
At
December
31,
2023,
the
value
of
loaned
securities
was
$68,595,000;
the
value
of
cash
collateral
and
related
investments
was
$70,267,000.
Other
Purchases
and
sales
of
portfolio
securities
other
than
in-kind
transactions,
if
any,
and short-term securities
aggregated $3,630,025,000 and
$3,344,465,000,
respectively,
for
the
year ended
December
31,
2023.
NOTE
4
-
FEDERAL
INCOME
TAXES
Generally,
no
provision
for
federal
income
taxes
is
required
since
the
fund
intends
to continue
to
qualify
as
a
regulated
investment
company
under
Subchapter
M
of
the
Internal
Revenue
Code
and
distribute
to
shareholders
all
of
its taxable
income
and
gains.
Distributions
determined
in
accordance
with
federal
income
tax
regulations
may
differ
in
amount
or
character
from
net
investment
income
and
realized
gains
for
financial
reporting
purposes.
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.
T.
ROWE
PRICE
Dividend
Growth
Fund
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
deemed
distributions
on
shareholder
redemptions.
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.
($000s)
December
31,
2023
December
31,
2022
Ordinary
income
(including
short-term
capital
gains,
if
any)
$
281,917
$
240,567
Long-term
capital
gain
370,749
531,763
Total
distributions
$
652,666
$
772,330
($000s)
Cost
of
investments
$
12,756,841
Unrealized
appreciation
$
10,673,616
Unrealized
depreciation
(137,395)
Net
unrealized
appreciation
(depreciation)
$
10,536,221
($000s)
Undistributed
ordinary
income
$
3,659
Undistributed
long-term
capital
gain
71,795
Net
unrealized
appreciation
(depreciation)
10,536,221
Total
distributable
earnings
(loss)
$
10,611,675
T.
ROWE
PRICE
Dividend
Growth
Fund
NOTE
5
-
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
6
-
RELATED
PARTY
TRANSACTIONS
The
fund
is
managed
by
T.
Rowe
Price
Associates,
Inc.
(Price
Associates),
a
wholly
owned
subsidiary
of
T.
Rowe
Price
Group,
Inc.
(Price
Group). 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
0.20%
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
May
1,
2021,
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 0.17%
is
applied
to
the
fund’s
average
daily
net
assets
that
are
equal
to
or
greater
than $25 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.
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
T.
ROWE
PRICE
Dividend
Growth
Fund
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.
The
Z
Class
is
also
subject
to
a
contractual
expense
limitation
agreement
whereby
Price
Associates
has
agreed
to
waive
and/or
bear
all
of
the
Z
Class’
expenses
(excluding
interest;
expenses
related
to
borrowings,
taxes,
and
brokerage;
non-recurring,
extraordinary
expenses;
and
acquired
fund
fees
and
expenses)
in
their
entirety.
This
fee
waiver
and/or
expense
reimbursement
arrangement
is
expected
to
remain
in
place
indefinitely,
and
the
agreement
may
only
be
amended
or
terminated
with
approval
by
the
fund’s
Board.
Expenses
of
the
fund
waived/paid
by
the
manager
are
not
subject
to
later
repayment
by
the
fund.
Pursuant
to
these
agreements,
expenses
were
waived/paid
by
and/or
repaid
to
Price
Associates
during
the
year ended December
31,
2023
as
indicated
in
the
table
below.
At
December
31,
2023,
there
were
no
amounts
subject
to
repayment
by
the
fund.
Any
T.
ROWE
PRICE
Dividend
Growth
Fund
repayment
of
expenses
previously
waived/paid
by
Price
Associates
during
the
period
would
be
included
in
the
net
investment
income
and
expense
ratios
presented
on
the
accompanying
Financial
Highlights.
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
$112,000
for
Price
Associates;
$3,218,000
for
T.
Rowe
Price
Services,
Inc.;
and
$318,000
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).
Mutual
funds,
trusts,
and
other
accounts
managed
by
Price
Associates
or
its
affiliates
(collectively,
Price
Funds
and
accounts)
may
invest
in
the
fund.
No
Price
fund
or
account
may
invest
for
the
purpose
of
exercising
management
or
control
over
the
fund.
At
December
31,
2023, 100%
of
the
Z
Class's
outstanding
shares
were
held
by
Price
Funds
and
accounts.
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
Investor
Class
Advisor
Class
I
Class
Z
Class
Expense
limitation/I
Class
Limit
0.84%
1.09%
0.05%
0.00%
Expense
limitation
date
04/30/26
04/30/26
04/30/26
N/A
(Waived)/repaid
during
the
period
($000s)
$—
$—
$—
$(2,168)
T.
ROWE
PRICE
Dividend
Growth
Fund
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
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.
This
agreement
may
be
rescinded
at
any
time.
For
the
year ended
December
31,
2023,
this
reimbursement
amounted
to
$134,000,
which
is
included
in
Net
realized
gain
(loss)
on
Securities
in
the
Statement
of
Operations.
NOTE
7
-
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
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.
T.
ROWE
PRICE
Dividend
Growth
Fund
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
Dividend
Growth
Fund
REPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
To
the
Board
of
Directors
and
Shareholders
of
T.
Rowe
Price
Dividend
Growth
Fund,
Inc.
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities,
including
the
portfolio
of
investments,
of
T.
Rowe
Price
Dividend
Growth
Fund,
Inc.
(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
periods
indicated
therein
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
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
periods
indicated
therein,
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund’s
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(PCAOB)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
of
these
financial
statements
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
T.
ROWE
PRICE
Dividend
Growth
Fund
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
custodians
and
transfer
agent.
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
Dividend
Growth
Fund
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
$409,305,000 from
long-term
capital
gains,
subject
to
a
long-term
capital
gains
tax
rate
of
not
greater
than
20%.
For
taxable
non-corporate
shareholders,
$354,337,000 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,
$304,915,000
of
the
fund's
income
qualifies
for
the
dividends-received
deduction.
T.
ROWE
PRICE
Dividend
Growth
Fund
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
Dividend
Growth
Fund
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
Dividend
Growth
Fund
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
Dividend
Growth
Fund
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
Dividend
Growth
Fund
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
Dividend
Growth
Fund
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 Dividend
Growth
Fund
Principal
Occupation(s)
Jason R.
Adams
(1979)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.
Peter
J.
Bates,
CFA
(1974)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.
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)
Shawn
T.
Driscoll
(1975)
Vice
President
Vice
President,
T.
Rowe
Price,
T.
Rowe
Price
Group,
Inc.,
and
T.
Rowe
Price
Trust
Company
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
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
Dividend
Growth
Fund
Name
(Year
of
Birth)
Position
Held
With Dividend
Growth
Fund
Principal
Occupation(s)
Jon
M. Friar
(1982)
Vice
President
Vice
President,
T.
Rowe
Price
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)
Ryan
S.
Hedrick,
CFA
(1980)
Vice
President
Vice
President,
T.
Rowe
Price,
T.
Rowe
Price
Group,
Inc., and
T.
Rowe
Price
Trust
Company
Thomas
J.
Huber,
CFA
(1966)
President
Vice
President,
T.
Rowe
Price,
T.
Rowe
Price
Group,
Inc.,
and
T.
Rowe
Price
Trust
Company
Benjamin
Kersse,
CPA
(1989)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Trust
Company
Paul
J.
Krug,
CPA
(1964)
Vice
President
Vice
President,
T.
Rowe
Price,
T.
Rowe
Price
Group,
Inc.,
and
T.
Rowe
Price
Trust
Company
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
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
Melanie
A.
Rizzo
(1982)
Vice
President
Vice
President,
T.
Rowe
Price
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
Vivian
Si
(1983)
Vice
President
Vice
President,
T.
Rowe
Price and
T.
Rowe
Price
Group,
Inc.
Gabriel
Solomon
(1977)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.
Steven
Strycula
(1981)
Vice
President
Vice
President,
T.
Rowe
Price
and
T.
Rowe
Price
Group,
Inc.;
formerly,
Sellside
Equity
Research-
Executive
Director,
UBS
Investment
Bank
(to
2020)
Anthony
B. Wang
(1989)
Vice
President
Vice
President,
T.
Rowe
Price
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.
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.
202402-3281560
F58-050
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 | | $ | 23,064 | | | $ | 21,734 | |
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.
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 Dividend Growth 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 | | |
