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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-23494

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, 2025


Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

 

Image

Semi-Annual Shareholder Report

June 30, 2025 

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, 2025 to June 30, 2025. 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 info@troweprice.com or by contacting your intermediary.

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

Fund name
Costs of a $10,000 investment
Costs paid as a percentage of a $10,000 investment
U.S. Equity Research ETF
$17
0.34%

What are some fund statistics?

Fund Statistics

  • Total Net Assets (000s)$1,783,606
  • Number of Portfolio Holdings315
  • Portfolio Turnover Rate24.5%

What did the fund invest in? 

Sector Allocation (as a % of Net Assets)

Information Technology
33.9%
Financials
14.4
Consumer Discretionary
10.5
Communication Services
9.8
Health Care
9.0
Industrials & Business Services
7.7
Consumer Staples
5.1
Energy
3.1
Utilities
2.2
Other
4.3

Top Ten Holdings (as a % of Net Assets) 

NVIDIA
7.5%
Microsoft
7.3
Apple
5.5
Amazon.com
4.1
Alphabet
3.4
Meta Platforms
3.3
Broadcom
2.8
Tesla
1.6
JPMorgan Chase
1.5
Eli Lilly
1.4

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

Image

Principal Listing Exchange: NYSE Arca, Inc.

202506-4610402

ETF967-053 08/25 


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, 2025
  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
  6/30/25 12/31/24 12/31/23 12/31/22 12/31/21
NET ASSET VALUE          
Beginning of period $ 36.92 $ 29.36 $ 22.72 $ 28.25 $ 25.00
Investment activities          
Net investment income(2)(3) 0.16 0.32 0.31 0.26 0.14
Net realized and unrealized gain/loss 1.84 7.42 6.45 (5.53) 3.23
Total from investment activities 2.00 7.74 6.76 (5.27) 3.37
Distributions          
Net investment income - (0.18) (0.12) (0.23) (0.12)
Net realized gain - - - (0.03) -
Total distributions - (0.18) (0.12) (0.26) (0.12)
NET ASSET VALUE          
End of period $ 38.92 $ 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
  6/30/25 12/31/24 12/31/23 12/31/22 12/31/21
Ratios/Supplemental Data
Total return, based on NAV(3)(4) 5.42% 26.37% 29.77% (18.64)% 13.51%
Ratios to average net
assets:(3)
         
Gross expenses before
waivers/payments by
Price Associates
0.34%(5) 0.34% 0.34% 0.34% 0.34%(5)
Net expenses after
waivers/payments by
Price Associates
0.34%(5) 0.34% 0.34% 0.34% 0.34%(5)
Net investment income 0.92%(5) 0.90% 1.18% 1.05% 0.92%(5)
Portfolio turnover rate(6) 24.5% 43.5% 42.2% 39.9% 13.0%
Net assets, end of period
(in thousands)
$ 1,783,606 $ 1,056,386 $ 95,116 $ 23,064 $ 23,165
    
(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, 2025 Unaudited
PORTFOLIO OF INVESTMENTS Shares $ Value
(Cost and value in $000s)    
     
COMMON STOCKS 99.6%
COMMUNICATION SERVICES 9.8%
Diversified Telecommunication Services 0.2%    
AT&T 143,561 4,155
    4,155
Entertainment 1.9%    
Electronic Arts 7,462 1,192
Netflix (1) 17,915 23,990
Spotify Technology (1) 2,089 1,603
Take-Two Interactive Software (1) 4,458 1,082
TKO Group Holdings 8,902 1,620
Walt Disney 32,546 4,036
    33,523
Interactive Media & Services 6.7%    
Alphabet, Class A 134,006 23,616
Alphabet, Class C 207,579 36,823
Meta Platforms, Class A 80,897 59,709
    120,148
Media 0.4%    
Charter Communications, Class A (1) 8,399 3,433
Comcast, Class A 80,495 2,873
    6,306
Wireless Telecommunication Services 0.6%    
T-Mobile US 43,097 10,268
    10,268
Total Communication Services   174,400
3

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
CONSUMER DISCRETIONARY 10.5%
Automobiles 1.7%    
General Motors 32,657 1,607
Tesla (1) 91,568 29,087
    30,694
Broadline Retail 4.2%    
Amazon.com (1) 331,621 72,754
eBay 21,565 1,606
    74,360
Distributors 0.0%    
Pool 3,100 904
    904
Hotels, Restaurants & Leisure 2.2%    
Booking Holdings 1,464 8,475
Chipotle Mexican Grill (1) 74,852 4,203
Domino's Pizza 2,288 1,031
DoorDash, Class A (1) 17,562 4,329
Hilton Worldwide Holdings 14,881 3,963
Las Vegas Sands 43,801 1,906
Marriott International, Class A 13,720 3,748
McDonald's 27,897 8,151
Royal Caribbean Cruises 1,836 575
Starbucks 2,385 219
Wingstop 3,076 1,036
Yum! Brands 6,196 918
    38,554
Household Durables 0.2%    
NVR (1) 380 2,807
    2,807
4

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
Specialty Retail 1.9%    
AutoZone (1) 832 3,089
Bath & Body Works 8,920 267
Carvana (1) 3,774 1,272
Home Depot 38,591 14,149
Lowe's 17,429 3,867
O'Reilly Automotive (1) 38,820 3,499
Ross Stores 21,845 2,787
TJX 30,234 3,734
Tractor Supply 7,496 395
Ulta Beauty (1) 2,502 1,170
    34,229
Textiles, Apparel & Luxury Goods 0.3%    
Deckers Outdoor (1) 17,005 1,753
Lululemon Athletica (1) 10,174 2,417
NIKE, Class B 25,100 1,783
    5,953
Total Consumer Discretionary   187,501
CONSUMER STAPLES 5.1%
Beverages 1.3%    
Coca-Cola 158,716 11,229
Keurig Dr Pepper 169,060 5,589
Monster Beverage (1) 29,786 1,866
PepsiCo 30,732 4,058
    22,742
Consumer Staples Distribution & Retail 1.7%    
Costco Wholesale 14,849 14,699
Walmart 157,556 15,406
    30,105
5

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
Food Products 0.1%    
Lamb Weston Holdings 3,034 157
Mondelez International 23,709 1,599
Tyson Foods, Class A 10,010 560
    2,316
Household Products 1.1%    
Colgate-Palmolive 29,058 2,641
Kimberly-Clark 23,313 3,006
Procter & Gamble 89,309 14,229
    19,876
Personal Care Products 0.1%    
Kenvue 110,645 2,316
    2,316
Tobacco 0.8%    
Altria Group 52,390 3,072
Philip Morris International 59,897 10,909
    13,981
Total Consumer Staples   91,336
ENERGY 3.1%
Energy Equipment & Services 0.2%    
Baker Hughes 13,440 515
Schlumberger 100,668 3,403
    3,918
Oil, Gas & Consumable Fuels 2.9%    
Chevron 56,816 8,136
ConocoPhillips 69,702 6,255
Diamondback Energy 14,651 2,013
EOG Resources 24,587 2,941
EQT 25,427 1,483
6

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
Expand Energy 11,656 1,363
Exxon Mobil 140,162 15,109
Hess 4,337 601
Phillips 66 14,024 1,673
Targa Resources 17,795 3,098
Texas Pacific Land 689 728
Valero Energy 25,561 3,436
Williams 66,032 4,147
    50,983
Total Energy   54,901
FINANCIALS 14.4%
Banks 3.7%    
Bank of America 311,427 14,737
Citigroup 106,045 9,026
Fifth Third Bancorp 46,836 1,926
Huntington Bancshares 123,562 2,071
JPMorgan Chase 90,703 26,296
KeyCorp 77,468 1,349
Popular 7,507 827
Truist Financial 10,233 440
US Bancorp 58,320 2,639
Wells Fargo 79,216 6,347
Western Alliance Bancorp 9,202 718
    66,376
Capital Markets 3.1%    
Ares Management 11,189 1,938
Bank of New York Mellon 32,650 2,975
Blackrock 5,171 5,426
Blackstone 6,100 912
Cboe Global Markets 5,025 1,172
Charles Schwab 92,748 8,462
CME Group 20,310 5,598
7

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
Goldman Sachs Group 8,246 5,836
Intercontinental Exchange 2,800 514
KKR 27,109 3,606
Moody's 4,504 2,259
Morgan Stanley 36,368 5,123
S&P Global 11,946 6,299
State Street 22,099 2,350
TPG 40,253 2,111
Tradeweb Markets, Class A 9,302 1,362
    55,943
Consumer Finance 0.5%    
American Express 17,723 5,653
Capital One Financial 16,969 3,610
    9,263
Financial Services 4.9%    
Apollo Global Management 11,993 1,701
Berkshire Hathaway, Class B (1) 44,226 21,484
Block (1) 64,533 4,384
Corebridge Financial 76,454 2,714
Corpay (1) 17,125 5,682
Equitable Holdings 28,986 1,626
Fiserv (1) 29,022 5,004
Global Payments 3,881 311
Mastercard, Class A 32,201 18,095
Visa, Class A 64,185 22,789
Voya Financial 39,848 2,829
    86,619
Insurance 2.2%    
Allstate 31,007 6,242
American International Group 40,154 3,437
Axis Capital Holdings 14,645 1,520
8

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
Chubb 30,290 8,776
Hartford Insurance Group 28,753 3,648
Marsh & McLennan 21,147 4,623
MetLife 50,668 4,075
Progressive 13,523 3,609
RenaissanceRe Holdings 13,292 3,229
Travelers 367 98
    39,257
Total Financials   257,458
HEALTH CARE 9.0%
Biotechnology 1.7%    
AbbVie 64,377 11,950
Amgen 4,204 1,174
Gilead Sciences 68,705 7,617
Regeneron Pharmaceuticals 5,679 2,981
Vertex Pharmaceuticals (1) 13,799 6,143
    29,865
Health Care Equipment & Supplies 2.1%    
Abbott Laboratories 42,263 5,748
Becton Dickinson 1,905 328
Boston Scientific (1) 72,814 7,821
Cooper (1) 33,539 2,387
Intuitive Surgical (1) 17,403 9,457
Medtronic 21,939 1,912
Stryker 17,917 7,089
Zimmer Biomet Holdings 23,033 2,101
    36,843
Health Care Providers & Services 1.9%    
Cardinal Health 6,700 1,126
Cencora 11,181 3,353
Cigna 11,847 3,916
9

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
CVS Health 62,204 4,291
Elevance Health 7,295 2,837
McKesson 3,231 2,368
Molina Healthcare (1) 5,181 1,543
Quest Diagnostics 10,508 1,887
Tenet Healthcare (1) 14,125 2,486
UnitedHealth Group 33,464 10,440
Universal Health Services, Class B 2,500 453
    34,700
Life Sciences Tools & Services 0.9%    
Danaher 35,081 6,930
Mettler-Toledo International (1) 1,958 2,300
Repligen (1) 8,218 1,022
Thermo Fisher Scientific 15,521 6,293
    16,545
Pharmaceuticals 2.4%    
Bristol-Myers Squibb 24,068 1,114
Eli Lilly 32,848 25,606
Johnson & Johnson 54,659 8,349
Merck 54,814 4,339
Pfizer 56,231 1,363
Viatris 247,417 2,210
Zoetis 2,121 331
    43,312
Total Health Care   161,265
INDUSTRIALS & BUSINESS SERVICES 7.7%
Aerospace & Defense 2.0%    
Boeing (1) 35,721 7,484
GE Aerospace 44,655 11,494
Howmet Aerospace 17,734 3,301
L3Harris Technologies 12,636 3,169
10

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
Northrop Grumman 11,772 5,886
RTX 14,661 2,141
TransDigm Group 1,513 2,301
    35,776
Air Freight & Logistics 0.0%    
FedEx 3,788 861
    861
Building Products 0.4%    
Carrier Global 36,307 2,657
Johnson Controls International 17,268 1,824
Trane Technologies 7,101 3,106
Trex (1) 9,447 514
    8,101
Commercial Services & Supplies 0.4%    
Cintas 10,906 2,431
Copart (1) 7,173 352
Waste Connections 8,734 1,631
Waste Management 9,792 2,240
    6,654
Construction & Engineering 0.1%    
API Group (1) 21,000 1,072
    1,072
Electrical Equipment 1.1%    
AMETEK 14,585 2,639
Emerson Electric 11,705 1,561
GE Vernova 9,773 5,171
Hubbell 8,694 3,551
Rockwell Automation 12,869 4,275
Vertiv Holdings, Class A 21,306 2,736
    19,933
11

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
Ground Transportation 0.9%    
Canadian National Railway 14,847 1,545
CSX 102,888 3,357
Norfolk Southern 14,524 3,718
Old Dominion Freight Line 25,269 4,101
Saia (1) 9,062 2,483
Uber Technologies (1) 9,167 855
    16,059
Industrial Conglomerates 0.4%    
Honeywell International 15,377 3,581
Roper Technologies 5,373 3,046
    6,627
Machinery 1.7%    
Caterpillar 13,055 5,068
Cummins 10,553 3,456
Deere 10,646 5,413
Dover 16,049 2,941
Esab 7,605 917
Fortive 28,937 1,508
Ingersoll-Rand 26,914 2,239
Middleby (1) 2,900 418
Parker-Hannifin 5,510 3,849
Stanley Black & Decker 50,355 3,411
Xylem 12,090 1,564
    30,784
Passenger Airlines 0.1%    
Delta Air Lines 7,326 360
United Airlines Holdings (1) 16,250 1,294
    1,654
12

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
Professional Services 0.4%    
Automatic Data Processing 2,610 805
Booz Allen Hamilton Holding 6,029 628
Dayforce (1) 21,006 1,163
Equifax 6,135 1,591
SS&C Technologies Holdings 6,996 579
Verisk Analytics 6,789 2,115
    6,881
Trading Companies & Distributors 0.2%    
Fastenal 10,998 462
Ferguson Enterprises 13,396 2,917
SiteOne Landscape Supply (1) 3,669 444
    3,823
Total Industrials & Business Services   138,225
INFORMATION TECHNOLOGY 33.9%
Communications Equipment 0.6%    
Arista Networks (1) 35,826 3,665
Cisco Systems 92,968 6,450
    10,115
Electronic Equipment, Instruments & Components 1.0%    
Amphenol, Class A 61,397 6,063
CDW 7,996 1,428
Jabil 1,700 371
Keysight Technologies (1) 29,535 4,840
Ralliant (1) 8,819 428
Teledyne Technologies (1) 7,256 3,717
Zebra Technologies, Class A (1) 3,433 1,058
    17,905
IT Services 0.8%    
Accenture, Class A 26,930 8,049
13

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
International Business Machines 16,386 4,831
Okta (1) 5,753 575
Shopify, Class A (1) 4,700 542
    13,997
Semiconductors & Semiconductor Equipment 13.7%    
Advanced Micro Devices (1) 77,724 11,029
Analog Devices 17,386 4,138
Applied Materials 37,513 6,868
Broadcom 181,100 49,920
First Solar (1) 33,585 5,560
KLA 5,457 4,888
Lam Research 44,198 4,302
Marvell Technology 25,173 1,949
Microchip Technology 14,216 1,000
Micron Technology 37,431 4,613
Monolithic Power Systems 6,144 4,494
NVIDIA 850,382 134,352
NXP Semiconductors 8,083 1,766
QUALCOMM 48,823 7,776
Texas Instruments 3,985 827
    243,482
Software 12.2%    
Adobe (1) 14,805 5,728
Autodesk (1) 7,272 2,251
Cadence Design Systems (1) 14,231 4,385
Crowdstrike Holdings, Class A (1) 5,846 2,977
Descartes Systems Group (1) 15,115 1,536
Dynatrace (1) 20,772 1,147
Fair Isaac (1) 2,079 3,800
Fortinet (1) 39,833 4,211
Gen Digital 107,248 3,153
HubSpot (1) 556 310
14

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
Intuit 11,354 8,943
Microsoft 262,218 130,430
Monday.com (1) 1,520 478
Oracle 58,726 12,839
Palantir Technologies, Class A (1) 55,359 7,547
Palo Alto Networks (1) 25,498 5,218
Salesforce.com 47,400 12,926
ServiceNow (1) 6,672 6,859
Synopsys (1) 4,258 2,183
Workday (1) 3,845 923
    217,844
Technology Hardware, Storage & Peripherals 5.6%    
Apple 477,522 97,973
Pure Storage, Class A (1) 20,970 1,207
Sandisk (1) 9,144 415
Western Digital 13,426 859
    100,454
Total Information Technology   603,797
MATERIALS 1.8%
Chemicals 1.0%    
CF Industries Holdings 10,974 1,010
Corteva 22,175 1,653
Linde 21,651 10,158
Mosaic 36,429 1,329
RPM International 3,029 333
Sherwin-Williams 9,353 3,211
    17,694
Construction Materials 0.1%    
Vulcan Materials 7,828 2,042
    2,042
15

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
Containers & Packaging 0.2%    
Avery Dennison 1,753 308
Ball 15,000 841
International Paper 47,785 2,238
Packaging of America 3,626 683
    4,070
Metals & Mining 0.4%    
Franco-Nevada (2) 11,860 1,944
Freeport-McMoRan 70,247 3,045
Steel Dynamics 15,881 2,033
    7,022
Paper & Forest Products 0.1%    
West Fraser Timber 18,349 1,345
    1,345
Total Materials   32,173
REAL ESTATE 2.1%
Health Care REITs 0.3%    
Alexandria Real Estate Equities, REIT 3,125 227
Ventas, REIT 13,363 844
Welltower, REIT 25,250 3,882
    4,953
Industrial REITs 0.4%    
Prologis, REIT 39,038 4,104
Rexford Industrial Realty, REIT 69,428 2,469
    6,573
Real Estate Management & Development 0.1%    
CBRE Group, Class A (1) 15,720 2,202
CoStar Group (1) 8,479 682
    2,884
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T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
Residential REITs 0.3%    
AvalonBay Communities, REIT 6,038 1,229
Camden Property Trust, REIT 4,433 499
Equity Residential, REIT 12,994 877
Essex Property Trust, REIT 5,180 1,468
Sun Communities, REIT 13,155 1,664
    5,737
Retail REITs 0.2%    
Kimco Realty, REIT 42,762 899
Regency Centers, REIT 10,881 775
Simon Property Group, REIT 8,665 1,393
    3,067
Specialized REITs 0.8%    
American Tower, REIT 26,415 5,838
Crown Castle, REIT 13,678 1,405
CubeSmart, REIT 13,691 582
Equinix, REIT 5,447 4,333
Public Storage, REIT 5,631 1,653
    13,811
Total Real Estate   37,025
UTILITIES 2.2%
Electric Utilities 1.5%    
Constellation Energy 18,220 5,880
Entergy 3,201 266
Exelon 52,596 2,284
NextEra Energy 94,965 6,592
PG&E 269,924 3,763
Southern 23,065 2,118
Xcel Energy 70,041 4,770
    25,673
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T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
Gas Utilities 0.1%    
Atmos Energy 14,780 2,278
    2,278
Multi-Utilities 0.6%    
Ameren 18,459 1,773
CMS Energy 22,560 1,563
Consolidated Edison 29,259 2,936
Dominion Energy 28,378 1,604
DTE Energy 13,906 1,842
Sempra 15,566 1,179
    10,897
Total Utilities   38,848
Total Common Stocks (Cost $1,584,440)   1,776,929
SHORT-TERM INVESTMENTS 0.4%
Money Market Funds 0.4%    
State Street Institutional U.S. Government Money Market Fund, 4.27% (3) 6,407,973 6,408
Total Short-Term Investments (Cost $6,408)   6,408
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T. ROWE PRICE U.S. EQUITY RESEARCH ETF

  Shares $ Value
(Cost and value in $000s)    
SECURITIES LENDING COLLATERAL 0.1%
Investments in a Pooled Account through Securities Lending Program with State Street Bank and Trust Company 0.1%    
Money Market Funds 0.1%    
T. Rowe Price Government Reserve Fund, 4.37% (3)(4) 1,747,339 1,747
Total Investments in a Pooled Account through Securities Lending Program with State Street Bank and Trust Company   1,747
Total Securities Lending Collateral (Cost $1,747)   1,747
Total Investments in Securities
100.1% of Net Assets (Cost $1,592,595)
  $1,785,084
    
   
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, 2025.
(3) Seven-day yield
(4) Affiliated Companies
REIT A domestic Real Estate Investment Trust whose distributions pass-through with original tax character to the shareholder
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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, 2025. 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 Government Reserve Fund $ $— $—++
Totals $—# $— $—+
    
Supplementary Investment Schedule
Affiliate Value
12/31/24
Purchase
Cost
Sales
Cost
Value
6/30/25
T. Rowe Price Government Reserve Fund $ ¤ ¤ $1,747
  Total     $1,747^
    
++ 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 $1,747.
The accompanying notes are an integral part of these financial statements.
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T. ROWE PRICE U.S. EQUITY RESEARCH ETF

June 30, 2025 Unaudited
    STATEMENT OF ASSETS AND LIABILITIES    

($000s, except shares and per share amounts)
Assets  
Investments in securities, at value (cost $1,592,595) $1,785,084 
Receivable for investment securities sold 2,879 
Receivable for shares sold 1,946 
Dividends receivable 989 
Other assets 1 
Total assets 1,790,899 
Liabilities  
Payable for investment securities purchased 5,058 
Obligation to return securities lending collateral 1,747 
Investment management and administrative fees payable 478 
Due to custodian 10 
Total liabilities 7,293 
NET ASSETS $1,783,606
Net Assets Consists of:  
Total distributable earnings (loss) $163,788 
Paid-in capital applicable to 45,825,000 shares of $0.0001 par value
capital stock outstanding; 4,000,000,000 shares of the Corporation authorized
1,619,818 
NET ASSETS $1,783,606
NET ASSET VALUE PER SHARE $38.92
The accompanying notes are an integral part of these financial statements.
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T. ROWE PRICE U.S. EQUITY RESEARCH ETF

Unaudited
    STATEMENT OF OPERATIONS    

($000s)
  6 Months
Ended
  6/30/25
Investment Income (Loss)  
Income  
Dividend (net of foreign taxes of $12) $8,889 
Securities lending 1 
Total income 8,890 
Investment management and administrative expense 2,409 
Net investment income 6,481 
Realized and Unrealized Gain / Loss  
Net realized gain (loss)  
Securities (28,950)
In-kind redemptions 5,165 
Net realized loss (23,785)
Change in net unrealized gain / loss on securities 110,298 
Net realized and unrealized gain / loss 86,513 
INCREASE IN NET ASSETS FROM OPERATIONS $92,994
The accompanying notes are an integral part of these financial statements.
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T. ROWE PRICE U.S. EQUITY RESEARCH ETF

Unaudited
    STATEMENT OF CHANGES IN NET ASSETS    

($000s)
  6 Months
Ended
  Year
Ended
  6/30/25   12/31/24
Increase (Decrease) in Net Assets      
Operations      
Net investment income $6,481    $5,305 
Net realized gain (loss) (23,785)   34,468 
Change in net unrealized gain / loss 110,298    73,280 
Increase in net assets from operations 92,994    113,053 
Distributions to shareholders      
Net earnings —    (5,160)
Capital share transactions*      
Shares sold 658,017    1,008,789 
Shares redeemed (23,791)   (155,412)
Increase in net assets from capital share transactions 634,226    853,377 
Net Assets      
Increase during period 727,220    961,270 
Beginning of period 1,056,386    95,116 
End of period $1,783,606   $1,056,386
*Share information (000s)      
Shares sold 17,880    29,520 
Shares redeemed (665)   (4,150)
Increase in shares outstanding 17,215    25,370 
The accompanying notes are an integral part of these financial statements.
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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
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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.
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.
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).
New Accounting Guidance
In December 2023, the FASB issued Accounting Standards Update (ASU), ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Taxes Disclosures, which enhances the transparency of income tax disclosures. The ASU requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. The amendments under this ASU are required to be applied
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T. ROWE PRICE U.S. EQUITY RESEARCH ETF

prospectively and are effective for fiscal years beginning after December 15, 2024. Management expects that adoption of the guidance will 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)
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T. ROWE PRICE U.S. EQUITY RESEARCH ETF

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 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
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T. ROWE PRICE U.S. EQUITY RESEARCH ETF

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, 2025, 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. 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
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T. ROWE PRICE U.S. EQUITY RESEARCH ETF

received in the form of securities is not. At June 30, 2025, the value of loaned securities was $1,739,000; the value of cash collateral and related investments was $1,747,000.
Other
Purchases and sales of portfolio securities excluding in-kind transactions and short-term securities aggregated $360,042,000 and $350,690,000, respectively, for the six months ended June 30, 2025. Portfolio securities received and delivered through in-kind transactions aggregated $654,180,000 and $23,594,000, respectively, for the six months ended June 30, 2025.
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, 2024, the fund had $9,430,000 of available capital loss carryforwards.
At June 30, 2025, the cost of investments (including derivatives, if any) for federal income tax purposes was $1,593,945,000. Net unrealized gain aggregated $191,139,000 at period-end, of which $226,294,000 related to appreciated investments and $35,155,000 related to depreciated investments.
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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 and administrative 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, 2025, 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 Government Reserve Fund (the Price Reserve Fund), a money market fund offered as a short-term investment option to mutual funds, trusts, and other
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T. ROWE PRICE U.S. EQUITY RESEARCH ETF

accounts 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, 2025, T. Rowe Price Group, Inc., or its wholly owned subsidiaries, owned 425,632 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, 2025, 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 Associates 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 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.
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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.
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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 12-13, 2025 (Meeting), the Board, including all of the fund’s independent directors 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.  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 and Subadvisers
The Board considered the nature, quality, and extent of the services provided to the fund by the Adviser.  These services included, but were 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 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.
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
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T. ROWE PRICE U.S. EQUITY RESEARCH ETF

APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)
variety of other previously agreed-upon performance measures and market data, against relevant benchmark indexes and peer groups of funds with similar investment programs for various periods through December 31, 2024.  Additionally, the Board reviewed the fund’s relative performance information as of September 30, 2024, which ranked the returns of the fund for various periods against a universe of funds with similar investment programs selected by Broadridge, an independent provider of mutual fund data.
In the course of its deliberations, the Board considered performance information provided throughout the year and in connection with the Advisory 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, Economies of Scale, Fees and Expenses
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, effective January 1, 2024, the Adviser began using 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.
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 realized by the Adviser. Under the Advisory Contract, the fund pays the Adviser an all-inclusive management fee, which is based on the fund’s average daily net assets. The all-inclusive management fee includes investment management services and provides for the Adviser to pay all of the fund’s ordinary, recurring operating expenses except for interest and borrowing expenses, taxes, brokerage commissions and other transaction costs, fund proxy expenses, and any nonrecurring extraordinary
34

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)
expenses. The Adviser has generally implemented an all-inclusive management fee structure in situations where a fixed total expense ratio is useful for purposes of providing certainty of fees and expenses for investors and such a fee structure is typically used by other ETFs offered by competitors. The Adviser has historically sought to set the initial all-inclusive management fee rate at levels below the expense ratios of comparable funds to take into account potential future economies of scale. 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 for many T. Rowe Price 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 component to its management 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 indirect economies of scale through the Adviser’s ongoing investments in its business in support of the T. Rowe Price funds, including investments in trading systems, technology, and regulatory support enhancements, and the ability to possibly negotiate lower fee arrangements with third-party service providers.  The Board concluded that the advisory fee structure for the fund provides for a reasonable sharing of benefits from any economies of scale with the fund’s investors.
Fees and Expenses
The Board was provided with information regarding industry trends in management fees and expenses. Among other things, the Board reviewed data for peer groups that were compiled by Broadridge, which compared: (i) actual management fees, nonmanagement expenses, and total expenses of the fund with a group of competitor funds selected by Broadridge (Expense Group) and (ii) actual management fees, nonmanagement expenses, 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 (which reflects the management fees actually received from the fund by the Adviser after any applicable waivers, reductions, or reimbursements), operating expenses, and total expenses (which reflect the net total expense ratio of the fund after any waivers, reductions, or reimbursements) in comparison with the information for the Broadridge peer groups. Broadridge generally constructed the peer groups by seeking the most comparable funds based on similar investment classifications and objectives, expense structure, asset size, and operating components and attributes and 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 fund’s actual management fee
35

T. ROWE PRICE U.S. EQUITY RESEARCH ETF

APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)
rate ranked in the second quintile (Expense Group and Expense Universe) and the fund’s total expenses ranked in the first quintile (Expense Group) and second quintile (Expense Universe). 
The Board also reviewed the fee schedules for other investment portfolios with similar mandates that are advised or subadvised by the Adviser and its affiliates, including separately managed accounts for institutional and individual investors; subadvised funds; and other sponsored investment portfolios, including collective investment trusts and pooled vehicles organized and offered to investors outside the United States. The fee schedules, 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 and other institutional account clients, including information about how the requirements and economics of the institutional domestic and international businesses are fundamentally different from those of the proprietary mutual fund and ETF (“registered fund”) business.  The Board considered information showing that the Adviser’s registered fund business is generally more complex from a business and compliance 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, greater asset flows, heightened business risks, and differences in applicable laws and regulations associated with the Adviser’s proprietary registered fund business.  In assessing the reasonableness of the fund’s management fee rate, the Board considered the differences in the nature of the services required for the Adviser to manage its registered fund business versus managing a discrete pool of assets as a subadviser to another institution’s mutual fund or for an institutional account and that the Adviser generally performs significant additional services and assumes greater risk in managing the fund and other T. Rowe Price funds than it does for institutional account clients, including subadvised funds.
On the basis of the information provided and the factors considered, the Board concluded that the fees paid by the fund under the Advisory Contract are reasonable.
Approval of the Advisory 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).
36

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1307 Point Street
Baltimore, MD 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 08/25


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, 2025  

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, 2025

 

 

By  

/s/ Alan S. Dupski

     
  Alan S. Dupski  
  Principal Financial Officer  
Date   

August 19, 2025

 
 

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