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10-Q true 2026-06-30 2026 false 001-43363 T. Rowe Price Active Crypto ETF DE 39-4422405 c/o T. Rowe Price Associates, Inc. 1307 Point Street Baltimore MD 21231 410 345-2000 Shares TKNZ NYSEArca Yes Yes Non-accelerated Filer true true false false 650000

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NOTE 1 – ORGANIZATIONT. 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 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 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). The administrator of the Trust is T. Rowe Price Associates, Inc. (Price Associates or Administrator), an affiliate of the Sponsor and a direct subsidiary of Price Group. 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 issues shares (shares) representing units of fractional undivided beneficial interests that are expected to trade, subject to notice of issuance, on NYSE Arca, Inc. (the Exchange) under the symbol TKNZ. The fiscal year-end of the Trust is December 31st. The Trust is not an investment company registered under the Investment Company Act of 1940, as amended (the Investment Company Act), and is not required to register under such Act. The Trust is not a commodity pool for purposes of the Commodity Exchange Act of 1936, as amended.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.

800

400

20000

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES<div style="font-size:10pt;font-family:Arial;">Basis of PreparationThe Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 (ASC 946), Financial Services - Investment Companies. The accompanying financial statements are stated in U.S. dollars and were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and with the instructions for Form 10-Q and the rules and regulations of the SEC. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates. The Trust is an “emerging growth company” as that term is used in the Securities Act of 1933, and, as such, the Trust may elect to comply with certain reduced public company reporting requirements. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the financial statements for the period presented. As of June 30, 2026, the Trust had not yet commenced operations and had no activities other than the issuance of initial seed shares on April 1, 2026; accordingly, no Statement of Operations, Schedule of Investments, Financial Highlights or comparative financial statements are presented. Interim period results are not necessarily indicative of results for a full-year period. </div><div style="font-size:10pt;font-family:Arial;">Crypto Asset Transactions and Investment IncomeCrypto asset transactions are accounted for on a trade date basis. Income and expenses are recorded on the accrual basis. Realized gains and losses are reported on the identified cost basis. Any change in net unrealized gain or loss is reported in the Statement of Operations. Commissions and other trading fees, if any, are reflected as an adjustment to cost or proceeds at the time of the transaction.</div><div style="font-size:10pt;font-family:Arial;">Calculation of Net Asset ValueThe net asset value (NAV) of the Trust is 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 on a daily basis by dividing the NAV of the Trust by the number of shares then outstanding (Daily NAV per share). The Trust calculates the Daily NAV per share once each business day, at the close of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern Time, each day the NYSE is open for business. However, the Daily 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. 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. In determining the Trust’s NAV, the Trust values each crypto asset and payment stablecoin held by the Trust based on a reference rate. The Administrator has engaged a third-party vendor to provide a reference rate for each crypto asset held by the Trust. 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. Eastern Time into the U.S. dollar price of the respective crypto asset, at 4:00 p.m. Eastern Time. 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 the value of each crypto asset when calculating the Daily NAV per share may not be consistent with GAAP. The NAV per share presented in the Trust’s periodic financial statements is determined in accordance with GAAP and may differ from the Daily NAV per share due to differences in valuation techniques applied under GAAP. Refer to Note 3 for details on valuation of crypto assets reported in the periodic financial statements.</div><div style="font-size:10pt;font-family:Arial;">Capital Transactions The Trust issues and redeems shares in aggregations of 10,000 shares (Creation Units) on a continuous basis, at NAV per share, with Authorized Participants who have entered into agreements with the Trust’s distributor. Creation Units may be purchased or redeemed in exchange for cash or on an in-kind basis by Authorized Participants on each business day. Shares are not otherwise individually redeemable securities of the Trust. Once created, shares will generally trade in the secondary market at market prices that change throughout the day. Individual trust shares may be purchased and sold only on a national securities exchange through brokers. Shares may trade at prices greater or less than NAV per share.The Trust had no operations other than sale and issuance of 800 initial seed shares of the Trust at $25 per share on April 1, 2026.</div>

Basis of PreparationThe Trust qualifies as an investment company solely for accounting purposes and not for any other purpose and follows the accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 (ASC 946), Financial Services - Investment Companies. The accompanying financial statements are stated in U.S. dollars and were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and with the instructions for Form 10-Q and the rules and regulations of the SEC. GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results may differ from those estimates. The Trust is an “emerging growth company” as that term is used in the Securities Act of 1933, and, as such, the Trust may elect to comply with certain reduced public company reporting requirements. In the opinion of management, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the financial statements for the period presented. As of June 30, 2026, the Trust had not yet commenced operations and had no activities other than the issuance of initial seed shares on April 1, 2026; accordingly, no Statement of Operations, Schedule of Investments, Financial Highlights or comparative financial statements are presented. Interim period results are not necessarily indicative of results for a full-year period.

Crypto Asset Transactions and Investment IncomeCrypto asset transactions are accounted for on a trade date basis. Income and expenses are recorded on the accrual basis. Realized gains and losses are reported on the identified cost basis. Any change in net unrealized gain or loss is reported in the Statement of Operations. Commissions and other trading fees, if any, are reflected as an adjustment to cost or proceeds at the time of the transaction. Calculation of Net Asset ValueThe net asset value (NAV) of the Trust is 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 on a daily basis by dividing the NAV of the Trust by the number of shares then outstanding (Daily NAV per share). The Trust calculates the Daily NAV per share once each business day, at the close of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern Time, each day the NYSE is open for business. However, the Daily 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. 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. In determining the Trust’s NAV, the Trust values each crypto asset and payment stablecoin held by the Trust based on a reference rate. The Administrator has engaged a third-party vendor to provide a reference rate for each crypto asset held by the Trust. 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. Eastern Time into the U.S. dollar price of the respective crypto asset, at 4:00 p.m. Eastern Time. 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 the value of each crypto asset when calculating the Daily NAV per share may not be consistent with GAAP. The NAV per share presented in the Trust’s periodic financial statements is determined in accordance with GAAP and may differ from the Daily NAV per share due to differences in valuation techniques applied under GAAP. Refer to Note 3 for details on valuation of crypto assets reported in the periodic financial statements. Capital Transactions The Trust issues and redeems shares in aggregations of 10,000 shares (Creation Units) on a continuous basis, at NAV per share, with Authorized Participants who have entered into agreements with the Trust’s distributor. Creation Units may be purchased or redeemed in exchange for cash or on an in-kind basis by Authorized Participants on each business day. Shares are not otherwise individually redeemable securities of the Trust. Once created, shares will generally trade in the secondary market at market prices that change throughout the day. Individual trust shares may be purchased and sold only on a national securities exchange through brokers. Shares may trade at prices greater or less than NAV per share.The Trust had no operations other than sale and issuance of 800 initial seed shares of the Trust at $25 per share on April 1, 2026. 10000

800

NOTE 3 - VALUATIONThe Trust’s investments in crypto assets are valued 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 on the measurement date. The Trust follows the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements” (ASC Topic 820) and utilizes an exchange-traded price from the Trust’s principal market (or in the absence of a principal market, the most advantageous market) for each crypto asset as of 11:59 p.m. Eastern Time on the Trust’s financial statement measurement date. The Administrator has engaged a third-party vendor to obtain the 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. Cash equivalents are valued at the close of NYSE and reported at fair value. Other assets and liabilities, including short-term receivables and payables, are carried at cost, or estimated realizable value, if less, which approximates fair value.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 Sponsor has delegated to the Administrator the responsibility to ensure that the crypto assets are appropriately priced at fair value in accordance with GAAP, based on pricing sources selected by the Sponsor.Various valuation techniques and inputs are used to determine the fair value of crypto assets. 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 assets or liabilities that the Trust can access at the reporting dateLevel 2 – inputs other than Level 1 quoted prices that are observable, either directly or indirectly (including, but not limited to, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, inputs other than quoted prices that are observable for the asset or liability or inputs derived principally from or corroborated by observable market data by correlation or other means )Level 3 – inputs that are unobservable for the asset or liability, including the Trust’s assumptions used in determining the fair value of the asset or liability 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 asset or liability. 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 asset or liability. 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, each crypto asset 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 crypto asset. Input levels are not necessarily an indication of the risk or liquidity associated with each crypto asset at that level but rather the degree of judgment used in determining those values. As of June 30, 2026, the Trust had no holdings other than cash received from the sale and issuance of initial seed shares.

NOTE 5 – RELATED PARTY TRANSACTIONS 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 the Trust had not commenced operations, no management fee was charged by the Sponsor during the three-month period ended June 30, 2026. All costs related to organization and offering of the Trust were borne by the Sponsor and will not be reimbursed by the Trust.The Sponsor delegates administrative services and day-to-day management of the Trust to Price Associates, including tax and accounting services (including valuing the Trust’s crypto assets and calculating the NAV per share of the Trust), and preparation of certain regulatory and financial reports. No compensation for any administrative services provided is paid to Price Associates by the Trust.The Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the Financial Industry Regulatory Authority, Inc. (FINRA). Pursuant to an underwriting agreement, no compensation for any distribution services provided is paid to the Distributor by the Trust.The Sponsor, Administrator, and Distributor are affiliates of each other and each is considered a related party to the Trust. The Sponsor, Administrator and Distributor are each subsidiaries of Price Group which is also considered a related party to the Trust.Fees and expenses payable to the Administrator and/or Distributor, if any, are paid only through the Sponsor’s fee.As of June 30, 2026, the Sponsor and Price Associates, each owned 400 shares of the Trust which in aggregate represented 100% of the Trust’s net assets.

0.009 0.0015 2027-05-31 0.0075 2027-05-31

400 400 1

The CODM allocates resources and assesses performance based on the operating results of the Trust. The CODM compares the Trust’s performance to its benchmark index and evaluates the positioning of the Trust in relation to its investment objective. The measure of segment assets is net assets of the Trust which is disclosed in the Statement of Assets and Liabilities.

Note 9 – RISK AND UNCERTAINTIESThe Trust is subject to a variety of risks inherent in its investment activities, including risks associated with crypto asset markets, price volatility, liquidity, regulatory and operational risks, and its concentration in crypto assets, which may be subject to significant speculation and price variability.The Trust invests primarily in crypto assets, which are relatively new technological innovations with limited operating histories and are subject to a high degree of price variability. The prices of crypto assets have exhibited periods of extreme volatility and may be influenced by factors such as trading activity, market sentiment, regulatory scrutiny, and developments relating to the underlying blockchain networks. The markets for crypto assets may experience significant disruption, including the failure of market participants, loss of confidence, and declines in liquidity, which may adversely affect the value of the Trust’s shares. In addition, the value of crypto assets and, in turn, the value of the Trust’s shares, may be adversely affected by factors such as changes in global supply and demand, negative market perception, manipulative trading practices, and a loss of investor confidence. Significant or prolonged declines in the price of crypto assets could have a material adverse effect on the value of the Trust’s shares, and the Trust’s shares could lose a substantial portion or all of their value.In addition, crypto asset networks are subject to technological and cybersecurity risks, including protocol changes, hard forks, cyberattacks, and system breaches, which could result in the loss, theft, or destruction of crypto assets and may adversely affect their functionality, demand, and valuation. Due to the nature of private keys, the crypto asset transactions are irrevocable and incorrectly transferred or stolen crypto assets may be irretrievable, and as a result, any incorrectly executed transaction could adversely affect the price and liquidity of the crypto assets, which may indirectly affect the price of the Trust’s shares. The loss or destruction of a private key required to access the Trust’s crypto assets may be irreversible. Further, the cryptographic protocols underlying crypto assets could prove to be flawed or ineffective, or developments in mathematics and/or technology, including advances in digital computing, algebraic geometry and quantum computing, could result in such cryptography becoming ineffective, which may undermine the security of such assets and increase vulnerability to theft or manipulation. Advances in artificial intelligence technologies may further increase cybersecurity risks by enhancing the ability of malicious actors to identify and exploit vulnerabilities in crypto asset networks, information systems, software code, or cryptographic protocols.The regulatory environment for crypto assets remains uncertain and continues to evolve domestically and globally. Regulatory developments, including the potential banning, restricting or imposing of onerous conditions or prohibitions on the use of crypto assets, mining activity, digital wallets, the provision of services related to trading and custody of crypto assets, the operation of the underlying blockchain networks, or the crypto asset markets generally may adversely impact the value of the crypto assets and, therefore, of the Trust’s shares. A potential determination that a crypto asset constitutes a security, rather than a commodity, or is otherwise subject to additional regulation, could materially and adversely affect the Trust’s operations and the value of its holdings. The Trust also depends on service providers, including the Administrator, Custodians, Authorized Participants, and other intermediaries, and is subject to risks associated with their performance, as well as liquidity, valuation, and operational risks, including potential losses from cyber incidents, failures of trading platforms, or disruptions in the creation and redemption process.

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