UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to _________________

Commission File Number: 001-43363

T. Rowe Price Active Crypto ETF

(Exact Name of Registrant as Specified in its Charter)

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

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2026, the registrant had 650,000 shares outstanding.

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes statements which relate to future events or future performance. In some cases, you can identify such forward-looking statements by terminology such as “may,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe, ”estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology. All statements (other than statements of historical fact) included in this report that address activities, events or developments that may occur in the future, including such matters as changes in commodity prices and market conditions (for crypto assets and the Trust’s shares), the Trust’s operations, the Sponsor’s plans and references to the Trust’s future success and other similar matters are forward-looking statements. These statements are only predictions. Actual events or results may differ materially. These statements are based upon certain assumptions and analyses made by the Sponsor on the basis of its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate in the circumstances. Whether or not actual results and developments will conform to the Sponsor’s expectations and predictions, however, is subject to a number of risks and uncertainties, including the special considerations discussed in this report, general economic, market and business conditions, changes in laws or regulations, including those concerning taxes, made by governmental authorities or regulatory bodies, and other world economic and political developments. Consequently, all forward-looking statements made in this report are qualified by these cautionary statements, and there can be no assurance that the actual results or developments the Sponsor anticipates will be realized or, even if substantially realized, will result in the expected consequences to, or have the expected effects on, the Trust’s operations or the value of the Trust’s shares. None of the Trust, the Sponsor, or the Trustee or their respective affiliates is under a duty to update any of the forward-looking statements to conform such statements to actual results or to a change in the Sponsor’s expectations or predictions, other than as required by applicable laws. Investors are therefore cautioned against placing undue reliance on forward-looking statements.

EMERGING GROWTH COMPANY STATUS

The Trust is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as the Trust is an emerging growth company, unlike other public companies, it will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of its system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002; or (ii) comply with any new audit rules adopted by the Public Company Accounting Oversight Board (PCAOB) after April 5, 2012, unless the SEC determines otherwise.

The Trust will cease to be an “emerging growth company” upon the earliest of: (i) it having $1.235 billion or more in annual revenues, (ii) at least $700 million in market value of shares being held by non-affiliates, (iii) it issuing more than $1.0 billion of non-convertible debt over a three-year period; or (iv) the last day of the fiscal year following the fifth anniversary of its initial public offering.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Trust intends to take advantage of the benefits of the extended transition period.

Table of Contents

Part I – Financial Information

Item 1. Financial Statements

T. Rowe Price Active Crypto ETF

Statement of Assets and Liabilities (unaudited)

See accompanying notes to financial statements.

T. Rowe Price Active Crypto ETF

Statement of Changes in Net Assets (unaudited)

See accompanying notes to financial statements.

T. Rowe Price Active Crypto ETF

Notes to Financial Statements (unaudited)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This information should be read in conjunction with the unaudited financial statements and notes to financial statements included in Item 1 of Part I in this Form 10-Q. The following discussion may contain forward-looking statements based on current expectations that involve risks and uncertainties. The actual results could differ materially from those discussed in these forward-looking statements as a result of various factors including those set forth under “Part II. Item 1A. Risk Factors”, “Statement Regarding Forward-Looking Statements” or in other sections of this Quarterly Report on Form 10-Q.

Trust Overview

The T. Rowe Price Active Crypto ETF (the Trust) is organized as a Delaware statutory trust governed by the Amended and Restated Agreement and Declaration of Trust dated September 15, 2025 (Trust Agreement). The Trust is an actively-managed exchange-traded product that seeks long-term capital growth through investments in crypto assets. The trustee of the Trust is CSC Delaware Trust Company. The Trust’s sponsor is T. Rowe Price Sponsor LLC (Sponsor), a Delaware limited liability company and a direct subsidiary of T. Rowe Price Group, Inc. (Price Group). T. Rowe Price Associates, Inc. (Price Associates or Administrator), an affiliate of the Sponsor and a direct subsidiary of Price Group is the administrator of the Trust. T. Rowe Price Investment Services, Inc., a wholly owned subsidiary of the Administrator and an affiliate of the Sponsor, is the Trust's distributor (Distributor). State Street Bank and Trust Company is the Trust’s transfer agent (Transfer Agent). Anchorage Digital Bank N.A., is the custodian for the Trust’s crypto assets and payment stablecoins, and SSB is the custodian for the Trust’s cash and other assets (the Custodians). The Trust is not registered as an investment company under the Investment Company Act of 1940, as amended (the Investment Company Act) and is not required to register under the Investment Company Act. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended and the Sponsor is not subject to regulation by the Commodity Futures Trading Commission as a commodity pool operator or a commodity trading advisor with respect to the Trust.

The Trust’s investment objective is to seek long-term capital growth through investments in crypto assets. To meet the Trust’s investment objective, the Trust will employ an actively-managed investment strategy that seeks to outperform the crypto asset market, as measured by the FTSE Crypto US Listed Index (Index) by primarily investing in a diversified basket of commodity crypto assets, under normal market conditions. The Trust will invest in crypto assets through a fundamentally informed model-based process and will take an active view on specific crypto assets based on criteria such as fundamentals, valuation, and momentum, within a disciplined risk-based framework. The Trust primarily invests in crypto assets that meet the Trust’s eligibility criteria. Under normal circumstances, the Trust is expected to hold between five and fifteen (5–15) crypto assets; however, the Trust may hold more or less at any time. The Trust may also hold cash, cash equivalents, and payment stablecoins to cover expenses, buy crypto assets, and allow for efficient trading. The Trust may assume a temporary defensive position to respond to adverse market, economic, political, or other conditions, such as to provide flexibility in meeting redemptions, pay expenses, or manage cash flows. The Trust will not invest in any asset considered a security under the federal securities laws, at any time. The Trust will not utilize leverage, derivatives, or any similar arrangements in seeking to achieve its investment objective. The Trust uses the Index to measure its performance and intends to outperform the Index; the Trust does not track or replicate the Index.

The Trust issues shares (shares) representing units of fractional undivided beneficial interests in, and ownership of, the Trust that are expected to trade, subject to notice of issuance, on NYSE Arca, Inc. (the Exchange) under the symbol TKNZ. The Trust issues and redeems shares on a continuous basis only in aggregations of 10,000 shares (Creation Units). Only Authorized Participants may place orders to purchase or redeem Creation Units in exchange for cash or on an in-kind basis. On June 12, 2026, the SEC issued the Trust's 19b-4 order, which among other things, permits in-kind creations and redemptions by Authorized Participants of the Trust. As a result of these regulatory actions, the Trust is authorized to create and redeem shares with Authorized Participants on an in-kind basis but does not currently utilize this approach.

The Sponsor is responsible for the management of the Trust. In consideration of the Sponsor’s services related to the management of the Trust, the Trust pays an annual management fee equal to 0.90% of the Trust’s average daily net assets. The fee is computed daily and paid monthly in arrears. The management fee to the Sponsor covers all routine operational, administrative, and other ordinary expenses of the Trust, including but not limited to, fees and expenses of the Administrator, Trustee, Custodians, Transfer Agent, licensors, accounting and audit fees and expenses, tax preparation expenses, ongoing SEC registration fees, report preparation and mailing expenses, and ordinary legal fees and expenses, but does not cover brokerage commissions and other transaction costs; interest and borrowing expenses; taxes or governmental fees; and nonrecurring and extraordinary expenses. The Sponsor has contractually agreed to waive 0.15% of the Trust’s annual management fee until May 31, 2027, for a net annual management fee equal to 0.75%

of the Trust’s average daily net assets. The annual management fee waiver will automatically terminate on May 31, 2027, and may only be extended at the sole discretion of the Sponsor. Fees waived under this agreement are not subject to recoupment to the Sponsor by the Trust.

As of June 30, 2026, the Trust had no operations other than matters relating to the sale and issuance of 800 seed shares (initial seed shares) of the Trust; 400 initial seed shares each to the Sponsor and Price Associates (Seed Capital Investors) at a per share price of $25 on April 1, 2026 (initial seed date). Total proceeds to the Trust from the sale of initial seed shares were $20,000.

The Trust’s registration statement on Form S-1 relating to its continuous public offering of shares was declared effective by the Securities and Exchange Commission (SEC) on June 18, 2026.

On July 14, 2026, the Seed Capital Investors purchased additional seed shares (operational seed shares) in a cash transaction comprised of 599,200 shares; 5,600 operational seed shares purchased by the Sponsor and 593,600 operational seed shares purchased by Price Associates at a per share price of $25. Total proceeds from the sale of the operational seed shares were $14,980,000.

The Trust commenced operations and shares commenced trading on the Exchange on July 16, 2026.

Valuation of Crypto Assets and Calculation of Net Asset Value (NAV)

The NAV of the Trust will be equal to the total assets of the Trust, including but not limited to, all crypto assets, payment stablecoins, cash, and cash equivalents less total liabilities of the Trust. The NAV per share is calculated by dividing NAV of the Trust by the number of shares currently outstanding. The Sponsor has the authority to determine the Trust’s NAV. Subject to oversight of the Sponsor, the Sponsor has delegated to the Administrator the responsibility to calculate the NAV of the Trust as well as the daily valuation process, based on pricing sources selected by the Sponsor.

The Administrator calculates the Trust’s NAV per share once each business day, at the close of the New York Stock Exchange (NYSE), normally 4:00 p.m. E.T. 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. For purposes of making these calculations, a business day means any day other than a day when NYSE is closed for regular trading (business day).

In determining the Trust’s NAV, the Administrator values each crypto asset and payment stablecoin held by the Trust based on a reference rate. The Administrator has engaged Lukka, Inc., a third-party vendor, to provide a reference rate for each crypto asset held by the Trust. The Lukka Digital Asset Median Reference Rate - U.S. Dollar for each crypto asset is the primary reference rate used to value the Trust’s crypto asset holdings, unless the Administrator determines that one or more reference rates is not available or is unreliable (each a “reference rate”). Each reference rate aggregates the trade flow of the respective crypto asset on spot exchange platforms, during an observation window between 3:00 p.m. and 4:00 p.m. E.T. into the U.S. dollar price of the respective crypto asset, at 4:00 p.m. E.T. If one or more reference rates from the primary vendor are not available or the Administrator determines that one or more reference rates are unreliable, then reference rates from another source may be used. Alternately, the Trust’s crypto asset holdings may be fair valued by the Administrator.

The reference rate used in determining value of each crypto asset may not be deemed to be consistent with GAAP. The Trust’s periodic financial statements are prepared in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements” (ASC Topic 820). ASC Topic 820 requires the fair value measurement of each crypto asset to assume that the transactions take place in the principal market or, in the absence of a principal market, the most advantageous market, for each crypto asset, that the Trust has access to. The Sponsor determines in its sole discretion the valuation sources and policies used to prepare the Trust’s financial statements in accordance with GAAP. The Administrator has engaged Lukka Inc. to obtain exchange-traded price for each crypto asset from its respective principal market which is determined based on its consideration of several exchange characteristics, including volume and frequency of trades. The exchange-traded price from the principal market for each crypto asset on the Trust’s periodic financial statements is as of 11:59 p.m. E.T. on the Trust’s financial statement measurement date. NAV per share as of the period-end reporting date in the financial statements may differ from NAV per share for shareholder transactions as a result of the adjustments made in accordance with GAAP.

Liquidity

The Trust is not aware of any trends, demands, conditions or events that are reasonably likely to result in material changes to its liquidity needs.

The Trust may hold cash, cash equivalents, and payment stablecoins to cover expenses, buy crypto assets, and allow for efficient trading. The Trust may assume a temporary defensive position by holding a greater portion of its assets in cash, cash equivalents, and payment stablecoins to respond to adverse market, economic, political, or other conditions, such as to provide flexibility in meeting redemptions, paying expenses, or managing cash flows. However, the Trust generally holds only a small cash balance to facilitate creation and redemption cash orders and is otherwise fully invested in order to maintain its investment objective.

The Trust’s only ordinary recurring expense is the Sponsor’s management fee. The Sponsor pays all routine operational, administrative, and other ordinary expenses of the Trust, including but not limited to, fees and expenses of the Administrator, Trustee, Custodians, Transfer Agent, licensors, accounting and audit fees and expenses, tax preparation expenses, ongoing SEC registration fees, report preparation and mailing expenses, and ordinary legal fees and expenses. The Trust’s source of liquidity is its sales of crypto assets and cash and cash equivalents balances.

Off-Balance Sheet Arrangements

At June 30, 2026, the Trust did not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

The Trust’s financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. The Trust qualifies as an investment company solely for accounting purposes and follows the accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 (ASC 946). The preparation of these financial statements relies on estimates and assumptions that impact the Trust’s financial position and results of operations. These estimates and assumptions affect the Trust’s application of accounting policies. A description of the valuation of crypto assets, a critical accounting policy that the Trust believes is important to understanding its results of operations and financial position, is provided in the section titled “Valuation of Crypto Assets and Calculation of Net Asset Value (NAV)”, above. In addition, refer to Note 2 to the financial statements included in this report for further discussion of the Trust’s accounting policies and Note 3 to the financial statements included in this report for further discussion on fair value determination of crypto assets.

Results of Operations

The period from April 1, 2026 (initial seed date) through June 30, 2026*

As of June 30, 2026, the Trust had no operations other than matters relating to the sale and issuance of 800 initial seed shares; 400 initial seed shares each to the Sponsor and Price Associates at a per share price of $25 on April 1, 2026. As the Trust had not commenced operations, no management fee was charged by the Sponsor during the three-month period ended June 30, 2026.

* No comparative period presented as the Trust had not commenced operations on June 30, 2026.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

The Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that are filed or submitted under the Securities Exchange Act of 1934, including this Form 10-Q

quarterly report (Quarterly Report), is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Principal Executive Officer and Principal Financial Officer of the Sponsor, who performs functions similar to those a principal executive officer and principal financial officer of the Trust would perform if the Trust had officers, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of the Principal Executive Officer and the Principal Financial Officer of the Sponsor, the Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report and determined that the Trust’s disclosure controls and procedures operated effectively at reasonable assurance levels.

It is important to note that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

(b) Changes in Internal Control Over Financial Reporting

There was no change in the Trust’s internal controls over financial reporting that occurred during the Trust’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust’s internal controls over financial reporting.

Part II – Other Information

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

There have been no material changes to the Risk Factors last reported under “Risk Factors” in the Prospectus, dated June 18, 2026.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

a) There have been no unregistered sales of shares.

b) Not applicable.

c) The Trust does not directly purchase shares from its shareholders. There were no redemptions during the period April 1, 2026 through June 30, 2026.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None

Item 6. Exhibits.

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities* indicated, thereunto duly authorized.

* The registrant is a Trust and the persons are signing in their capacities as officers of T. Rowe Price Sponsor LLC, the Sponsor of the registrant.