T. Rowe Price Exchange-Traded Funds Inc.

08/24/2026 | Press release | Distributed by Public on 08/24/2026 06:41

Semi-Annual Report by Investment Company (Form N-CSRS)

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: 811-23494

T. Rowe Price Exchange-Traded Funds, Inc.

(Exact name of registrant as specified in charter)

1307 Point Street, Baltimore, MD 21231

(Address of principal executive offices)

David Oestreicher

1307 Point Street, Baltimore, MD 21231

(Name and address of agent for service)

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

Date of fiscal year end: December 31 

Date of reporting period: June 30, 2026

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Semi-Annual Shareholder Report

June 30, 2026

U.S. Equity Research ETF (TSPA)

Principal Listing Exchange: NYSE Arca, Inc.

This semi-annual shareholder report contains important information about U.S. Equity Research ETF (the "fund") for the period of January 1, 2026 to June 30, 2026. You can find the fund's prospectus, financial information on Form N-CSR (which includes required tax information for dividends), holdings, proxy voting information, and other information at www.troweprice.com/prospectus. You can also request this information without charge by contacting T. Rowe Price at 1-800-638-5660 or [email protected] or by contacting your intermediary.

What were the fund costs for the last six months? (based on a hypothetical $10,000 investment)

Table Summary
Fund name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
U.S. Equity Research ETF
$18
0.35%

What are some fund statistics?

Fund Statistics

  • Total Net Assets (000s)$4,074,189
  • Number of Portfolio Holdings333
  • Portfolio Turnover Rate25.6%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Table Summary
Information Technology
38.4%
Financials
12.3
Communication Services
9.7
Consumer Discretionary
9.1
Health Care
8.9
Industrials & Business Services
8.4
Consumer Staples
4.4
Energy
3.0
Utilities
2.2
Other
3.6

Top Ten Holdings (as a % of Net Assets)

Table Summary
NVIDIA
7.4%
Apple
6.5
Alphabet
5.9
Microsoft
4.3
Amazon.com
3.7
Broadcom
2.6
Micron Technology
2.1
Meta Platforms
2.0
Tesla
1.8
Advanced Micro Devices
1.8

If you invest directly with T. Rowe Price, you can elect to receive future shareholder reports or other important documents through electronic delivery by enrolling at www.troweprice.com/paperless. If you invest through a financial intermediary such as an investment advisor, a bank, retirement plan sponsor or a brokerage firm, please contact that organization and ask if it can provide electronic delivery.

Visit www.troweprice.com/en/us/market-data-disclosures for additional legal notices & disclaimers.

U.S. Equity Research ETF (TSPA)

T. Rowe Price Investment Services, Inc.

1307 Point Street

Baltimore, Maryland 21231

Principal Listing Exchange: NYSE Arca, Inc.

202506-4610402

ETF967-053 08/26

Item 1. (b) Notice pursuant to Rule 30e-3.

Not applicable.

Item 2. Code of Ethics.

A code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions is filed as an exhibit to the registrant's annual Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the registrant's most recent fiscal half-year.

Item 3. Audit Committee Financial Expert.

Disclosure required in registrant's annual Form N-CSR.

Item 4. Principal Accountant Fees and Services.

Disclosure required in registrant's annual Form N-CSR.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable. The complete schedule of investments is included in Item 7 of this Form N-CSR.

(b) Not applicable.

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

(a - b) Report pursuant to Regulation S-X.

Financial Statements and Other Information
June 30, 2026
    
T. ROWE PRICE
TSPA
U.S. Equity Research ETF
For more insights from T. Rowe Price investment
professionals, go to troweprice.com.
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Unaudited
 FINANCIAL HIGHLIGHTS 
For a share outstanding throughout each period
 
6 Months
Ended
Year
Ended
6/8/21(1)
Through
6/30/26
12/31/25
12/31/24
12/31/23
12/31/22
12/31/21
NET ASSET
VALUE
Beginning of period
$ 42.74
$ 36.92
$ 29.36
$ 22.72
$ 28.25
$ 25.00
Investment
activities
Net investment
income(2)(3)
0.16
0.32
0.32
0.31
0.26
0.14
Net realized and
unrealized
gain/loss
4.59
5.77
7.42
6.45
(5.53)
3.23
Total from
investment
activities
4.75
6.09
7.74
6.76
(5.27)
3.37
Distributions
Net investment
income
-
(0.27)
(0.18)
(0.12)
(0.23)
(0.12)
Net realized gain
-
-
-
-
(0.03)
-
Total distributions
-
(0.27)
(0.18)
(0.12)
(0.26)
(0.12)
NET ASSET
VALUE
End of period
$ 47.49
$ 42.74
$ 36.92
$ 29.36
$ 22.72
$ 28.25
1
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Unaudited
 FINANCIAL HIGHLIGHTS 
For a share outstanding throughout each period
6 Months
Ended
Year
Ended
6/8/21(1)
Through
6/30/26
12/31/25
12/31/24
12/31/23
12/31/22
12/31/21
Ratios/Supplemental Data
Total return, based
on NAV(3)(4)
11.11%
16.48%
26.37%
29.77%
(18.64)%
13.51%
Ratios to average
net
assets:(3)
Gross expenses
before
waivers/payments
by
Price Associates
0.35%(5)
0.34%
0.34%
0.34%
0.34%
0.34%(5)
Net expenses
after
waivers/payments
by
Price Associates
0.35%(5)
0.34%
0.34%
0.34%
0.34%
0.34%(5)
Net investment
income
0.72%(5)
0.81%
0.90%
1.18%
1.05%
0.92%(5)
Portfolio turnover
rate(6)
25.6%
43.6%
43.5%
42.2%
39.9%
13.0%
Net assets, end of
period (in millions)
$ 4,074
$ 2,117
$ 1,056
$ 95
$ 23
$ 23
 
(1)
Inception date 
(2)
Per share amounts calculated using average shares outstanding method. 
(3)
Includes the impact of expense-related arrangements with Price Associates. 
(4)
Total return reflects the rate that an investor would have earned on an investment in the fund
during each period, assuming reinvestment of all distributions. Total return is not annualized
for periods less than one year.  
(5)
Annualized 
(6)
Portfolio turnover excludes securities received or delivered through in-kind share
transactions. 
The accompanying notes are an integral part of these financial statements.
2
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
June 30, 2026 Unaudited
 
 PORTFOLIO OF INVESTMENTS‡ 
Shares
$ Value
(Cost and value in $000s)
COMMON STOCKS 99.7%
COMMUNICATION SERVICES 9.7%
Entertainment 1.0%
Live Nation Entertainment (1)
16,429
3,008
Netflix (1)
356,692
25,468
Spotify Technology (1)
3,780
1,736
TKO Group Holdings
33,834
6,811
Walt Disney
50,882
4,897
41,920
Interactive Media & Services 8.0%
Alphabet, Class A
294,698
105,316
Alphabet, Class C
385,809
136,318
Meta Platforms, Class A
147,922
83,323
324,957
Wireless Telecommunication Services 0.7%
T-Mobile US
171,880
28,830
28,830
Total Communication Services
395,707
CONSUMER DISCRETIONARY 9.1%
Automobiles 1.9%
General Motors
72,028
5,552
Tesla (1)
173,011
72,768
78,320
Broadline Retail 3.7%
Amazon.com (1)
635,062
151,361
eBay
8,487
948
152,309
3
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
Hotels, Restaurants & Leisure 1.6%
Airbnb, Class A (1)
13,445
1,924
Booking Holdings
64,821
11,554
Chipotle Mexican Grill (1)
168,660
5,734
DoorDash, Class A (1)
16,082
2,968
Hilton Worldwide Holdings
30,230
9,990
Las Vegas Sands
36,588
1,690
McDonald's
52,492
14,189
Royal Caribbean Cruises
14,580
4,629
Starbucks
41,016
4,191
Viking Holdings (1)
30,486
3,191
Yum! Brands
34,604
5,532
65,592
Household Durables 0.2%
Toll Brothers
35,311
5,818
5,818
Specialty Retail 1.7%
AutoZone (1)
1,392
4,449
Carvana (1)
86,035
5,663
Home Depot
68,698
24,229
Lowe's
30,168
6,652
O'Reilly Automotive (1)
82,146
7,565
Ross Stores
22,702
4,832
TJX
77,613
11,758
Tractor Supply
35,186
1,112
Ulta Beauty (1)
3,901
1,759
68,019
Total Consumer Discretionary
370,058
CONSUMER STAPLES 4.4%
Beverages 1.0%
Coca-Cola
285,186
23,177
4
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
Keurig Dr Pepper
144,598
4,733
Monster Beverage (1)
48,663
4,677
PepsiCo
54,796
7,419
40,006
Consumer Staples Distribution & Retail 1.5%
Costco Wholesale
30,235
28,284
Sysco
2,500
209
Target
4,460
583
Walmart
277,514
31,431
60,507
Food Products 0.2%
Magnum Ice Cream (1)(2)
2,811
49
McCormick
21,929
1,106
Mondelez International
113,763
6,580
7,735
Household Products 0.8%
Colgate-Palmolive
83,806
7,683
Procter & Gamble
165,628
24,288
31,971
Personal Care Products 0.3%
elf Beauty (1)
15,804
1,169
Estee Lauder, Class A
50,758
4,007
Kenvue
63,187
1,208
Unilever, ADR
89,001
5,351
11,735
Tobacco 0.6%
Altria Group
84,588
6,086
Philip Morris International
108,352
19,602
25,688
Total Consumer Staples
177,642
5
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
ENERGY 3.0%
Energy Equipment & Services 0.2%
Baker Hughes
75,462
4,188
SLB
136,831
6,362
10,550
Oil, Gas & Consumable Fuels 2.8%
Chevron
138,128
22,896
ConocoPhillips
132,430
13,767
Diamondback Energy
31,398
5,519
EOG Resources
31,983
4,149
EQT
85,063
4,523
Exxon Mobil
228,144
31,192
Kinder Morgan
18,300
585
Marathon Petroleum
16,600
4,244
Phillips 66
21,245
3,592
Targa Resources
28,786
7,719
Valero Energy
19,449
5,065
Williams
130,484
9,700
112,951
Total Energy
123,501
FINANCIALS 12.3%
Banks 3.5%
Bank of America
490,216
27,933
Citigroup
164,031
22,958
East West Bancorp
14,021
1,810
Fifth Third Bancorp
85,868
4,840
Huntington Bancshares
269,542
4,779
JPMorgan Chase
157,868
51,675
KeyCorp
139,890
3,224
Popular
13,841
2,272
U.S. Bancorp
208,797
12,611
6
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
Wells Fargo
102,163
8,443
Western Alliance Bancorp
29,095
2,392
142,937
Capital Markets 3.0%
Ares Management
33,821
3,765
Bank of New York Mellon
69,969
10,118
Blackrock
10,421
10,020
Blackstone
13,051
1,536
Cboe Global Markets
2,057
499
Charles Schwab
142,969
13,192
Goldman Sachs Group
14,907
15,076
Interactive Brokers Group, Class A
20,300
1,767
Intercontinental Exchange
65,966
8,121
Invesco
67,909
1,792
KKR
71,375
6,551
LPL Financial Holdings
5,500
1,549
Moody's
14,543
6,587
Morgan Stanley
89,961
18,805
MSCI
3,800
2,128
Robinhood Markets, Class A (1)
36,504
3,661
S&P Global
18,004
7,332
TPG
67,956
2,756
Tradeweb Markets, Class A
68,642
6,841
122,096
Consumer Finance 0.4%
American Express
20,786
7,031
Capital One Financial
51,156
10,263
Figure Technology Solutions, Class A (1)
35,675
1,096
18,390
Financial Services 3.4%
Apollo Global Management
23,127
2,736
7
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
Berkshire Hathaway, Class B (1)
66,887
33,470
Block (1)
159,650
12,133
Corebridge Financial
28,212
808
Corpay (1)
16,951
5,649
Equitable Holdings
118,625
5,205
Fiserv (1)
37,500
1,839
Global Payments
19,055
1,383
Mastercard, Class A
84,692
43,498
Visa, Class A
78,414
26,903
Voya Financial
41,213
3,731
137,355
Insurance 2.0%
Allstate
39,991
9,515
American International Group
73,160
5,453
Aon, Class A
37,686
12,500
Arthur J. Gallagher
3,500
803
Axis Capital Holdings
29,683
3,189
Chubb
48,366
16,480
Marsh & McLennan
82,928
13,822
MetLife
103,768
8,780
Progressive
17,766
3,881
Willis Towers Watson
27,929
7,300
81,723
Total Financials
502,501
HEALTH CARE 8.9%
Biotechnology 1.8%
AbbVie
101,099
25,441
Amgen
29,017
10,508
Biogen (1)
3,800
821
Gilead Sciences
106,798
13,493
Moderna (1)
80,600
5,644
Natera (1)
22,147
6,012
8
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
Regeneron Pharmaceuticals
3,378
2,106
Vertex Pharmaceuticals (1)
18,660
9,269
73,294
Health Care Equipment & Supplies 1.0%
Abbott Laboratories
115,598
10,489
Becton Dickinson & Company
4,700
711
Boston Scientific (1)
92,160
3,933
Dexcom (1)
9,300
626
Edwards Lifesciences (1)
34,784
3,147
GE HealthCare Technologies
11,100
711
IDEXX Laboratories (1)
1,800
948
Intuitive Surgical (1)
19,982
7,946
Medtronic
65,209
5,101
Stryker
25,790
8,120
41,732
Health Care Providers & Services 1.8%
BrightSpring Health Services (1)
33,659
2,348
Cardinal Health
21,634
5,139
Cencora
19,472
5,510
Centene (1)
38,559
2,475
CVS Health
119,649
12,378
Elevance Health
16,537
6,395
Guardant Health (1)
39,751
5,964
Humana
2,100
834
McKesson
815
616
Quest Diagnostics
1,551
329
Tenet Healthcare (1)
21,682
4,056
UnitedHealth Group
67,426
28,024
74,068
9
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
Health Care Technology 0.0%
Veeva Systems, Class A (1)
7,500
1,331
1,331
Life Sciences Tools & Services 0.8%
Agilent Technologies
7,700
1,023
Charles River Laboratories International (1)
17,829
4,043
Danaher
36,570
6,966
IQVIA Holdings (1)
1,307
253
Revvity
11,121
1,237
Thermo Fisher Scientific
23,692
11,878
Waters (1)
7,810
2,929
West Pharmaceutical Services
8,685
3,118
31,447
Pharmaceuticals 3.5%
Bristol-Myers Squibb
186,025
10,719
Eli Lilly
52,390
62,838
Johnson & Johnson
145,770
37,021
Merck
152,969
19,657
Pfizer
211,621
5,096
Viatris
324,691
5,156
Zoetis
8,800
632
141,119
Total Health Care
362,991
INDUSTRIALS & BUSINESS SERVICES 8.4%
Aerospace & Defense 2.2%
Axon Enterprise (1)
10,302
5,775
Boeing (1)
67,187
14,544
General Electric
82,699
30,907
Honeywell Aerospace (1)
6,667
1,474
Howmet Aerospace
35,408
9,520
L3Harris Technologies
15,221
4,423
10
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
Northrop Grumman
18,014
9,175
RTX
51,564
9,783
TransDigm Group
1,854
2,470
88,071
Air Freight & Logistics 0.0%
CH Robinson Worldwide
4,100
772
772
Building Products 0.4%
Carrier Global
66,615
4,886
Johnson Controls International
39,135
5,718
Madison Air Solutions, Class A (1)
24,120
941
Trane Technologies
12,528
6,153
17,698
Commercial Services & Supplies 0.3%
Cintas
29,214
4,969
Republic Services
3,600
767
Veralto
10,411
923
Waste Connections
13,010
2,169
Waste Management
18,783
4,186
13,014
Construction & Engineering 0.1%
API Group (1)
52,853
2,238
Comfort Systems
800
1,586
Quanta Services
800
576
4,400
Electrical Equipment 1.3%
Eaton
29,129
12,412
Emerson Electric
46,132
6,604
GE Vernova
11,109
13,052
Innio (1)
56,033
2,216
11
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
NEXTracker, Class A (1)
15,800
1,882
Vertiv Holdings, Class A
40,063
13,414
Vicor (1)
10,500
3,988
53,568
Ground Transportation 0.9%
Canadian National Railway
39,255
4,681
CSX
257,480
12,238
FedEx Freight Holding (1)
4,630
699
Old Dominion Freight Line
39,536
8,563
Saia (1)
18,572
7,822
Uber Technologies (1)
52,698
3,803
37,806
Industrial Conglomerates 0.1%
3M
4,888
792
Honeywell International
14,967
3,351
4,143
Machinery 2.5%
Caterpillar
33,497
35,671
Deere
25,465
16,153
Dover
12,896
2,892
Esab
37,477
3,697
Fortive
135,960
8,306
Ingersoll-Rand
59,121
4,847
Middleby (1)
27,822
4,786
PACCAR
87,680
10,532
Parker-Hannifin
13,789
13,487
Pentair
10,722
822
Stanley Black & Decker
20,685
1,947
103,140
12
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
Passenger Airlines 0.2%
United Airlines Holdings (1)
47,120
6,408
6,408
Professional Services 0.2%
Booz Allen Hamilton Holdings
28,423
1,724
Equifax
14,212
2,256
Verisk Analytics
15,776
2,832
6,812
Trading Companies & Distributors 0.2%
SiteOne Landscape Supply (1)
15,579
1,782
WW Grainger
3,690
5,020
6,802
Total Industrials & Business Services
342,634
INFORMATION TECHNOLOGY 38.4%
Communications Equipment 1.4%
Arista Networks (1)
60,121
10,213
Ciena (1)
2,096
1,028
Cisco Systems
302,488
35,530
F5 (1)
3,800
1,581
Lumentum Holdings (1)
1,594
1,368
Motorola Solutions
11,242
4,669
Viavi Solutions (1)
30,500
1,456
55,845
Electronic Equipment, Instruments & Components 2.1%
Amphenol, Class A
112,373
19,814
Coherent (1)
18,211
7,184
Corning
72,960
18,636
Flex (1)
37,800
6,126
Jabil
16,329
6,294
Keysight Technologies (1)
24,940
8,731
13
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
TE Connectivity
40,147
8,094
Teledyne Technologies (1)
15,046
10,034
84,913
IT Services 0.1%
Akamai Technologies (1)
6,806
804
Shopify, Class A (1)
19,100
2,181
2,985
Semiconductors & Semiconductor Equipment 20.0%
Advanced Micro Devices (1)
123,191
71,563
Analog Devices
32,163
12,774
Applied Materials
62,322
45,059
Astera Labs (1)
17,300
8,356
Broadcom
285,693
107,920
Credo Technology Group Holding (1)
27,900
7,587
Entegris
9,800
1,763
Globalfoundries
82,100
6,766
Intel (1)
384,643
53,708
KLA
85,226
25,713
Lam Research
66,272
28,718
Marvell Technology
80,167
23,881
Micron Technology
75,667
87,342
Monolithic Power Systems
3,679
5,086
NVIDIA
1,504,896
301,115
ON Semiconductor (1)
5,100
482
Qnity Electronics
18,029
2,944
QUALCOMM
21,375
3,950
Teradyne
13,616
6,588
Texas Instruments
35,042
10,445
Tower Semiconductor (1)
12,600
3,284
815,044
14
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
Software 6.6%
Adobe (1)
5,785
1,186
AppLovin, Class A (1)
21,952
11,310
Autodesk (1)
13,326
2,591
Cadence Design Systems (1)
7,706
2,892
Crowdstrike Holdings, Class A (1)
13,964
10,656
Datadog, Class A (1)
17,400
4,530
Descartes Systems Group (1)
51,431
3,561
Fair Isaac (1)
800
956
HubSpot (1)
1,696
310
Intuit
13,500
3,524
Microsoft
466,498
174,013
Oracle
108,236
15,862
Palantir Technologies, Class A (1)
4,145
484
Palo Alto Networks (1)
51,209
17,463
PTC (1)
4,405
500
Salesforce.com
60,064
9,410
ServiceNow (1)
72,896
7,237
Workday (1)
7,800
955
267,440
Technology Hardware, Storage & Peripherals 8.2%
Apple
915,591
264,935
Dell Technologies, Class C
25,102
10,831
Sandisk (1)
13,113
29,815
Seagate Technology Holdings
18,729
18,074
Western Digital
19,904
12,713
336,368
Total Information Technology
1,562,595
MATERIALS 1.8%
Chemicals 0.9%
Albemarle
15,000
2,025
15
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
CF Industries Holdings
14,619
1,582
Corteva
37,722
3,195
Ecolab
6,388
1,780
Linde
37,790
19,611
LyondellBasell Industries, Class A
13,786
726
Mosaic
72,167
1,529
RPM International
3,029
337
Sherwin-Williams
16,698
5,749
36,534
Construction Materials 0.2%
CRH
38,428
4,112
Martin Marietta Materials
6,466
3,729
7,841
Containers & Packaging 0.2%
Ball
48,013
2,996
International Paper
87,449
3,332
Packaging of America
10,438
2,487
8,815
Metals & Mining 0.5%
Agnico Eagle Mines
13,779
2,138
Franco-Nevada
20,024
4,174
Freeport-McMoRan
108,691
6,836
MP Materials (1)(2)
27,200
1,523
Steel Dynamics
21,531
4,940
19,611
Paper & Forest Products 0.0%
West Fraser Timber (2)
35,096
2,376
2,376
Total Materials
75,177
16
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
REAL ESTATE 1.5%
Health Care REITs 0.4%
Welltower, REIT
75,617
17,163
17,163
Industrial REITs 0.1%
Prologis, REIT
25,732
3,486
Rexford Industrial Realty, REIT
51,762
1,734
5,220
Office REITs 0.0%
BXP, REIT
25,552
1,694
1,694
Real Estate Management & Development 0.1%
CBRE Group, Class A (1)
29,948
4,034
4,034
Residential REITs 0.2%
AvalonBay Communities, REIT
15,418
2,909
Equity LifeStyle Properties, REIT
13,348
860
Essex Property Trust, REIT
12,072
3,520
Sun Communities, REIT
8,292
995
8,284
Retail REITs 0.2%
Federal Realty Investment Trust, REIT
17,311
2,137
Simon Property Group, REIT
16,247
3,633
5,770
Specialized REITs 0.5%
American Tower, REIT
10,557
1,727
CubeSmart, REIT
24,271
965
Equinix, REIT
10,408
10,849
17
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
Public Storage, REIT
15,760
5,017
18,558
Total Real Estate
60,723
UTILITIES 2.2%
Electric Utilities 1.2%
Alliant Energy
111,350
8,495
Constellation Energy
2,780
691
NextEra Energy
168,702
14,807
PG&E
266,418
4,481
Southern
118,935
11,383
Xcel Energy
110,926
8,907
48,764
Gas Utilities 0.1%
Atmos Energy
23,941
4,124
4,124
Independent Power & Renewable Electricity Producer 0.2%
Vistra
46,615
7,395
7,395
Multi-Utilities 0.7%
Ameren
31,664
3,579
CMS Energy
38,222
2,924
Consolidated Edison
63,925
7,072
Dominion Energy
45,100
3,080
DTE Energy
21,993
3,351
Sempra
84,926
7,874
27,880
Total Utilities
88,163
Total Common Stocks (Cost $3,419,308)
4,061,692
18
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Shares
$ Value
(Cost and value in $000s)
SHORT-TERM INVESTMENTS 0.3%
Money Market Funds 0.3%
State Street Institutional U.S. Government Money Market Fund,
3.58% (3)
13,290,736
13,291
Total Short-Term Investments (Cost $13,291)
13,291
SECURITIES LENDING COLLATERAL 0.0%
Investments in a Pooled Account through Securities
Lending Program with State Street Bank and Trust
Company 0.0%
Money Market Funds 0.0%
T. Rowe Price Treasury Reserve Fund, 3.66% (3)(4)
721,008
721
Total Investments in a Pooled Account through Securities
Lending Program with State Street Bank and Trust
Company
721
Total Securities Lending Collateral (Cost $721)
721
Total Investments in Securities
100.0% of Net Assets (Cost $3,433,320)
$4,075,704
 
‡
Shares are denominated in U.S. dollars unless otherwise noted.
(1)
Non-income producing
(2)
See Note 3. All or a portion of this security is on loan at June 30, 2026.
(3)
Seven-day yield
(4)
Affiliated Companies
ADR
American Depositary Receipts
REIT
A domestic Real Estate Investment Trust whose distributions pass-through with
original tax character to the shareholder
19
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
AFFILIATED COMPANIES
($000s)
The fund may invest in certain securities that are considered affiliated companies. As defined by the 1940 Act, an affiliated company is one in which the fund owns 5% or more of the outstanding voting securities, or a company that is under common ownership or control. The following securities were considered affiliated companies for all or some portion of the six months ended June 30, 2026. 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)
Changes in Net
Unrealized
Gain/Loss
Investment
Income
T. Rowe Price Treasury Reserve Fund
$-
$-
$-
++
Totals
$-
#
$-
$-
+
 
Supplementary Investment Schedule
Affiliate
Value
12/31/25
Purchase
Cost
Sales
Cost
Value
6/30/26
T. Rowe Price Treasury Reserve Fund
$3,637
¤
¤
$721
Total
$721^
 
++
Excludes earnings on securities lending collateral, which are subject to rebates and fees as
described in Note 3.
#
Capital gain distributions from underlying Price funds represented $0 of the net realized gain
(loss).
+
Investment income comprised $0 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 $721.
The accompanying notes are an integral part of these financial statements.
20
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
June 30, 2026 Unaudited
 STATEMENT OF ASSETS AND LIABILITIES 
($000s, except shares and per share amounts)
 
Assets
Investments in securities, at value (cost $3,433,320)
$4,075,704 
Receivable for investment securities sold
20,097 
Receivable for shares sold
11,871 
Dividends receivable
1,640 
Cash
285 
Other assets
1 
Total assets
4,109,598 
Liabilities
Payable for investment securities purchased
33,344 
Investment management and administrative fees payable
1,008 
Obligation to return securities lending collateral
721 
Other liabilities
336 
Total liabilities
35,409 
NET ASSETS
$4,074,189 
Net Assets Consists of:
 
Total distributable earnings (loss)
$605,112 
Paid-in capital applicable to 85,795,000 shares of $0.0001 par value
capital stock outstanding; 4,000,000,000 shares of the Corporation
authorized
3,469,077 
NET ASSETS
$4,074,189 
NET ASSET VALUE PER SHARE
$47.49 
The accompanying notes are an integral part of these financial statements.
21
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Unaudited
 STATEMENT OF OPERATIONS 
($000s)
 
6 Months
Ended
6/30/26
Investment Income (Loss)
Income
Dividend (net of foreign taxes of $14)
$13,855 
Securities lending
9 
Interest
1 
Total income
13,865 
Expenses
Proxy
336 
Investment management and administrative expense
4,334 
Miscellaneous expense
1 
Total expenses
4,671 
Net investment income
9,194 
Realized and Unrealized Gain / Loss
Net realized gain (loss)
Securities
(12,119)
In-kind redemptions
6,693 
Net realized loss
(5,426)
Change in net unrealized gain / loss
Securities
287,132 
Other assets and liabilities denominated in foreign currencies
(1)
Change in unrealized gain / loss
287,131 
Net realized and unrealized gain / loss
281,705 
INCREASE IN NET ASSETS FROM OPERATIONS
$290,899 
The accompanying notes are an integral part of these financial statements.
22
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Unaudited
 STATEMENT OF CHANGES IN NET ASSETS 
($000s)
 
6 Months
Ended
Year
Ended
6/30/26
12/31/25
Increase (Decrease) in Net Assets
Operations
Net investment income
$9,194 
$13,802 
Net realized gain (loss)
(5,426)
179 
Change in net unrealized gain / loss
287,131 
273,061 
Increase in net assets from operations
290,899 
287,042 
Distributions to shareholders
Net earnings
- 
(13,159)
Capital share transactions*
Shares sold
1,695,883 
914,888 
Shares redeemed
(29,266)
(128,484)
Increase in net assets from capital share
transactions
1,666,617 
786,404 
Net Assets
Increase during period
1,957,516 
1,060,287 
Beginning of period
2,116,673 
1,056,386 
End of period
$4,074,189 
$2,116,673 
*Share information (000s)
Shares sold
36,915 
24,075 
Shares redeemed
(650)
(3,155)
Increase in shares outstanding
36,265 
20,920 
The accompanying notes are an integral part of these financial statements.
23
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Unaudited
 NOTES TO FINANCIAL STATEMENTS 
T. Rowe Price Exchange-Traded Funds, Inc. (the corporation) is registered under the Investment Company Act of 1940 (the 1940 Act). The U.S. Equity Research ETF (the fund) is a diversified, open-end management investment company established by the corporation. The fund seeks to provide long-term capital growth.
The fund is considered an actively-managed exchange-traded fund (ETF) that does not disclose its portfolio holdings daily, which is different from a traditional ETF and may create additional risks. In order to provide market participants with information on the fund's investments, the fund publishes a "Proxy Portfolio" on its website daily. A Proxy Portfolio is a basket of securities that is designed to closely track the daily performance of the fund's portfolio holdings. While the Proxy Portfolio includes some of the fund's holdings, it is not the fund's actual portfolio. The fund does disclose its full portfolio holdings on a quarterly basis, similar to mutual funds.
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 dividend income; capital gain distributions are reflected as realized gain/loss. Dividend income and capital gain distributions
24
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
are recorded on the ex-dividend date. Distributions from REITs are initially recorded as dividend income and, to the extent such represent a return of capital or capital gain for tax purposes, are reclassified when such information becomes available. Non-cash dividends, if any, are recorded at the fair market value of the asset received. Proceeds from litigation payments, if any, are included in either net realized gain (loss) or change in net unrealized gain/loss from securities. Distributions to shareholders are recorded on the ex-dividend date. Income distributions, if any, are declared and paid annually. A capital gain distribution, if any, may also be declared and paid by the fund annually. Dividends and distributions cannot be automatically reinvested in additional shares of the fund.
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.
Capital Transactions
The fund issues and redeems shares at its net asset value (NAV) only with Authorized Participants and only in large blocks of 5,000 shares (each, a "Creation Unit"). The fund's NAV per share is computed at the close of the New York Stock Exchange (NYSE), normally 4 p.m. Eastern time, each day the NYSE is open for business. However, the NAV per share may be calculated at a time other than the normal close of the NYSE if trading on the NYSE is restricted, if the NYSE closes earlier, or as may be permitted by the SEC. Individual fund shares may not be purchased or redeemed directly with the fund. An Authorized Participant may purchase or redeem a Creation Unit of the fund each business day that the fund is open in exchange for the delivery of a designated portfolio of in-kind securities and/or cash. When purchasing or redeeming Creation Units, Authorized Participants are also required to pay a fixed and/or variable purchase or redemption transaction fee as well as any applicable additional variable charge to defray the transaction cost to a fund.
25
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Individual fund shares may be purchased and sold only on a national securities exchange through brokers. Shares are listed for trading on NYSE Arca, Inc. and because the shares will trade at market prices rather than NAV, shares may trade at prices greater than NAV (at a premium), at NAV, or less than NAV (at a discount).
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)
26
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
Level 3 - unobservable inputs (including the Valuation Designee's assumptions in determining fair value)
Observable inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions that market participants would use to price the financial instrument. Unobservable inputs are those for which market data are not available and are developed using the best information available about the assumptions that market participants would use to price the financial instrument. GAAP requires valuation techniques to maximize the use of relevant observable inputs and minimize the use of unobservable inputs. When multiple inputs are used to derive fair value, the financial instrument is assigned to the level within the fair value hierarchy based on the lowest-level input that is significant to the fair value of the financial instrument. Input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level but rather the degree of judgment used in determining those values.
Valuation Techniques
Equity securities, including exchange-traded funds, listed or regularly traded on a securities exchange or in the over-the-counter (OTC) market are valued at the last quoted sale price or, for certain markets, the official closing price at the time the valuations are made. 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.
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 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 the 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
27
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
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
On June 30, 2026, all of the fund's financial instruments were classified as Level 1, based on the inputs used to determine their fair values.
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.
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. Any non-cash collateral received cannot be sold, re-invested or pledged by the fund, except in the event of borrower default. Securities lending revenue consists of earnings on invested collateral and borrowing fees, net of any rebates to the borrower,
28
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
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 June 30, 2026, the value of loaned securities was $3,490,000; the aggregate value of collateral was $3,539,000 and consisted of cash collateral and related investments of $721,000 and U.S. government securities of $2,818,000.
Other
Purchases and sales of portfolio securities excluding in-kind transactions and short-term securities aggregated $874,525,000 and $676,830,000, respectively, for the six months ended June 30, 2026. Portfolio securities received and delivered through in-kind transactions aggregated $1,501,495,000 and $24,926,000, respectively, for the six months ended June 30, 2026.
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. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character but are not adjusted for temporary differences. The amount and character of tax-basis distributions and composition of net assets are finalized at fiscal year-end; accordingly, tax-basis balances have not been determined as of the date of this report.
The fund intends to retain realized gains to the extent of available capital loss carryforwards. Net realized capital losses may be carried forward indefinitely to offset future realized capital gains. As of December 31, 2025, the fund had $35,095,000 of available capital loss carryforwards.
At June 30, 2026, the cost of investments (including derivatives, if any) for federal income tax purposes was $3,439,379,000. Net unrealized gain aggregated $636,325,000 at period-end, of which $721,355,000 related to appreciated investments and $85,030,000 related to depreciated investments.
29
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
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 all-inclusive fee equal to 0.34% of the fund's average daily net assets. The fee is computed daily and paid monthly. The all-inclusive fee covers investment management services and ordinary, recurring operating expenses but does not cover interest and borrowing expenses; taxes; brokerage commissions and other transaction costs; fund proxy expenses; and nonrecurring and extraordinary expenses.
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.
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 June 30, 2026, approximately 1% of the fund's outstanding shares were held by Price Funds and accounts.
Cash collateral from securities lending, if any, is invested in the T. Rowe Price Treasury Reserve Fund (the Price Reserve Fund), a money market fund offered as a short-term investment option to mutual funds, trusts, and other accounts
30
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
managed by Price Associates or its affiliates and is not available for direct purchase by members of the public. The Price Reserve Fund does not pay investment management fees.
As of June 30, 2026, T. Rowe Price Group, Inc., or its wholly owned subsidiaries, owned 880,632 shares of the fund, representing 1% of the fund's net assets.
The fund may participate in securities purchase and sale transactions with other funds or accounts advised by Price Associates (cross trades), in accordance with procedures adopted by the fund's Board and Securities and Exchange Commission rules, which require, among other things, that such purchase and sale cross trades be effected at the independent current market price of the security. During the six months ended June 30, 2026, the fund had no purchases or sales cross trades with other funds or accounts advised by Price Associates.
NOTE 7 - SEGMENT REPORTING
Operating segments are defined as components of a company that engage in business activities and for which discrete financial information is available and regularly reviewed by the chief operating decision maker (CODM) in deciding how to allocate resources and assess performance. The Management Committee of Price Group acts as the fund's CODM. The fund makes investments in accordance with its investment objective as outlined in the Prospectus and is considered one reportable segment because the CODM allocates resources and assesses the operating results of the fund on the whole.
The fund's revenue is derived from investments in a portfolio of securities. The CODM allocates resources and assesses performance based on the operating results of the fund, which is consistent with the results presented in the statement of operations, statement of changes in net assets and financial highlights. The CODM compares the fund's performance to its benchmark index and evaluates the positioning of the fund in relation to its investment objective. The measure of segment assets is net assets of the fund which is disclosed in the statement of assets and liabilities.
The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The financial statements include all details of the segment assets, segment revenue and expenses; and reflect the financial results of the segment.
31
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
NOTE 8 - OTHER MATTERS
Unpredictable environmental, political, social and economic events, including but not limited to, environmental or natural disasters, war and conflict, terrorism, geopolitical and regulatory developments (including trading and tariff arrangements), and public health epidemics or threats, may significantly affect the economy and the markets and issuers in which a fund invests. The extent and duration of such events and resulting market disruptions cannot be predicted. These and other similar events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others, and exacerbate other pre-existing political, social, and economic risks. The fund's performance could be negatively impacted if the value of a portfolio holding were harmed by these or such events.
NOTE 9 - SUBSEQUENT EVENT
On June 25, 2026, the fund's shareholders approved a proposal to change the fund's diversification policy from diversified to nondiversified. The change from diversified to nondiversified will become effective on July 1, 2026.
32
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT
Each year, the fund's Board of Directors (Board) considers the continuation of the investment management agreement (Advisory Contract) between the fund and its investment adviser, T. Rowe Price Associates, Inc. (Adviser). In that regard, at a meeting held on March 11-12, 2026 (Meeting), the Board, including all of the fund's independent directors who were present in person at the Meeting, approved the continuation of the fund's Advisory Contract. At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of the Adviser and the approval of the Advisory Contract. The independent directors were assisted in their evaluation of the Advisory Contract by independent legal counsel from whom they received separate legal advice and with whom they met separately.
In providing information to the Board, the Adviser was guided by a detailed set of requests for information submitted by independent legal counsel on behalf of the independent directors. In considering and approving the continuation of the Advisory Contract, the Board considered the information it believed was relevant, including, but not limited to, the information discussed below. The Board considered not only the specific information presented in connection with the Meeting but also the knowledge gained over time through interaction with the Adviser about various topics and information provided to it by the Adviser. The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the T. Rowe Price funds' advisory contracts, including performance and the services and support provided to the funds and their shareholders.
Services Provided by the Adviser
The Board considered the nature, quality, and extent of the services provided to the fund by the Adviser. These services include, but are not limited to, directing the fund's investments in accordance with its investment program and the overall management of the fund's portfolio, as well as a variety of related activities such as financial, investment operations, and administrative services; compliance and infrastructure, as well as compliance with new and evolving regulatory requirements (e.g., derivatives and liquidity risk management); maintaining the fund's records and registrations; and shareholder communications. The Board also reviewed the background and experience of the Adviser's senior management team and investment personnel involved in the management of the fund, as well as the Adviser's compliance record. The Board concluded that the information it considered with respect to the nature, quality, and extent of the services provided by the Adviser, as well as the other factors considered at the Meeting, supported the Board's approval of the continuation of the Advisory Contract.
33
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)
Investment Performance of the Fund
The Board took into account discussions with the Adviser and detailed reports that it regularly receives throughout the year on relative and absolute performance for the T. Rowe Price funds. In connection with the Meeting, the Board reviewed information provided by the Adviser that compared the fund's total returns, as well as a wide variety of other previously agreed-upon performance measures and market data, against relevant benchmark indexes and (as applicable) peer groups of funds with similar investment programs for various periods through December 31, 2025. Additionally, the Board reviewed the fund's relative performance information as of September 30, 2025, which ranked the fund's returns for various periods against a universe of funds with similar investment programs selected by Broadridge, an independent provider of investment company data.
In the course of its deliberations, the Board considered performance information provided throughout the year and in connection with the Advisory Contract review at the Meeting, as well as information provided during investment review meetings conducted with portfolio managers and senior investment personnel during the course of the year regarding the fund's performance. The Board also considered relevant factors, such as overall market conditions and trends that could adversely impact the fund's performance, length of the fund's performance track record, and how closely the fund's strategies align with its benchmarks and peer groups. The Board concluded that the information it considered with respect to the fund's performance, as well as the other factors considered at the Meeting, supported the Board's approval of the continuation of the Advisory Contract.
Costs, Benefits, Profits, and Economies of Scale
The Board reviewed detailed information regarding the revenues received by the Adviser under the Advisory Contract and other direct and indirect benefits that the Adviser (and its affiliates) may have realized from its relationship with the fund. In considering soft-dollar arrangements, the Board noted that the Adviser may use brokerage commissions in connection with certain T. Rowe Price funds' securities transactions to pay for research when permissible, and the Board considered that the Adviser may receive some benefit from soft-dollar arrangements pursuant to which research is received from broker-dealers that execute the applicable fund's portfolio transactions.
The Board received information on the estimated costs incurred and profits realized by the Adviser from managing the T. Rowe Price funds. The Board also reviewed estimates of the profits realized from managing the fund in particular, and the Board concluded that the Adviser's profits were reasonable in light of the services provided to the fund.
34
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)
The Board also considered whether the fund benefits under the fee levels set forth in the Advisory Contract or otherwise from any economies of scale potentially realized by the Adviser. Under the Advisory Contract, the fund pays the Adviser an all-inclusive fee, which is based on the fund's average daily net assets. The all-inclusive fee includes investment management services and provides for the Adviser to pay all of the fund's ordinary, recurring operating expenses except for interest and borrowing expenses, taxes, brokerage commissions and other transaction costs, fund proxy expenses, and any nonrecurring extraordinary expenses that may arise. The Adviser has generally implemented an all-inclusive fee structure in situations where a fixed total expense ratio is useful for purposes of providing certainty of fees and expenses for the fund's investors and such a fee structure is typically used by other ETFs offered by competitors. The all-inclusive fee rate is determined based upon an evaluation of the particular strategy and a competitive analysis of the actively managed ETF industry. In addition, the assets of the fund are included in the calculation of the group fee rate, which serves as a component of the management fee rate for many T. Rowe Price mutual funds and declines at certain asset levels based on the combined average net assets of most of the T. Rowe Price mutual funds and ETFs (including the fund). Although the fund does not have a group fee rate component to its all-inclusive fee, its assets are included in the calculation because certain resources utilized to operate the fund are shared with other T. Rowe Price funds.
In addition, the Board noted that the fund potentially shares in potential economies of scale through the Adviser's ongoing investments in its business in support of the T. Rowe Price funds, including investments in trading systems, technology, and regulatory support enhancements, and the ability to possibly negotiate lower fee arrangements with third-party service providers. The Board concluded that the all-inclusive fee structure for the fund provides for a reasonable sharing of benefits from potential economies of scale with the fund and its investors.
Fees and Expenses
The Board was provided with information regarding industry trends in exchange-traded fund fees. The Board reviewed and considered information regarding the fund's actual total expense ratio, noting that the fund pays an all-inclusive fee. Among other things, the Board reviewed data for peer groups that were compiled by Broadridge, which compared: (i) actual management fees and total expenses of the fund with a group of competitor funds selected by Broadridge (Expense Group); and (ii) actual management fees and total expenses of the fund with a broader set of funds within the Lipper investment classification (Expense Universe). The Board considered the fund's actual management fee rate and total expenses (each of which generally reflect the fund's all-inclusive fee rate) in comparison with the information for the Broadridge peer groups. Broadridge generally constructed the peer groups by seeking the most comparable actively managed
35
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)
exchange-traded funds based on similar investment classifications and objectives, expense structure, asset size, and operating components and attributes and ranked funds into quintiles, with the first quintile representing the funds with the lowest relative expenses and the fifth quintile representing the funds with the highest relative expenses. The information provided to the Board indicated that the actual management fee rate ranked in the second quintile (Expense Group and Expense Universe), and the total expenses ranked in the second quintile (Expense Group and Expense Universe).
The Board was provided the fee schedules and other account fee information for certain comparable investment portfolios that are advised or subadvised by the Adviser and its affiliates, including separately managed accounts for institutional investors; subadvised funds; and other sponsored investment portfolios that are not registered investment companies, including collective investment trusts and pooled vehicles organized and offered to investors outside the United States. The fee schedules and account fee information, which are subject to change, may be negotiated under certain circumstances and may differ across regions. Management provided the Board with information about the Adviser's responsibilities and services provided to subadvisory clients and other types of clients, including information about how the requirements, economics and risks of the domestic and international businesses may differ from those of the proprietary mutual fund and ETF ("registered fund") business. The Board considered information showing that the Adviser's proprietary registered fund business is generally more complex from a business and regulatory perspective than its other domestic and international businesses and considered various relevant factors, such as the broader scope of operations and oversight, more extensive shareholder communication infrastructure, heightened business risks, and differences in applicable laws and regulations associated with the Adviser's proprietary registered fund business. In assessing the reasonableness of the fund's management fee rate, the Board considered the differences in the nature of the services required for the Adviser to manage its registered fund business versus managing a discrete pool of assets as a subadviser to another institution's mutual fund or for an institutional account and that the Adviser generally performs significant additional services and assumes greater risk in managing the fund and other T. Rowe Price funds than it does for institutional account clients, including subadvised funds.
On the basis of the information provided and the factors considered, the Board concluded that the fees paid by the fund under the Advisory Contract are reasonable.
36
T. ROWE PRICE U.S. EQUITY RESEARCH ETF
APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)
Approval of the Advisory Contract
As noted, the Board approved the continuation of the Advisory Contract. No single factor was considered in isolation or to be determinative to the decision. Rather, the Board concluded, in light of a weighting and balancing of all factors considered, that it was in the best interests of the fund and its shareholders for the Board to approve the continuation of the Advisory Contract (including the fees to be charged for services thereunder).
37
This page intentionally left blank.
  
1307 Point Street
Baltimore, Maryland 21231
Call 1-800-638-5660 to request a prospectus or summary prospectus; each includes investment objectives, risks, fees, expenses, and other information that you should read and consider carefully before investing.
T. Rowe Price Investment Services, Inc.
ETF967-051 08/26

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not applicable.

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

Not applicable.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

Remuneration paid to Directors is included in Item 7 of this Form N-CSR.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

If applicable, see Item 7.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 15. Submission of Matters to a Vote of Security Holders.

There has been no change to the procedures by which shareholders may recommend nominees to the registrant's board of directors.

Item 16. Controls and Procedures.

(a) The registrant's principal executive officer and principal financial officer have evaluated the registrant's disclosure controls and procedures within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b) The registrant's principal executive officer and principal financial officer are aware of no change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 18. Recovery of Erroneously Awarded Compensation.

Not applicable.

Item 19. Exhibits.

(a)(1) The registrant's code of ethics pursuant to Item 2 of Form N-CSR is filed with the registrant's annual Form N-CSR.

(2) Listing standards relating to recovery of erroneously awarded compensation: Not applicable.

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

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

SIGNATURES

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

T. Rowe Price Exchange-Traded Funds, Inc.
By

/s/ David Oestreicher

   
David Oestreicher
Principal Executive Officer
Date 

August 19, 2026

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

By

/s/ David Oestreicher

   
David Oestreicher
Principal Executive Officer
Date 

August 19, 2026

By

/s/ Alan S. Dupski

   
Alan S. Dupski
Principal Financial Officer
Date 

August 19, 2026

T. Rowe Price Exchange-Traded Funds Inc. published this content on August 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 24, 2026 at 12:42 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]