UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-23494

T. Rowe Price Exchange-Traded Funds, Inc.

(Exact name of registrant as specified in charter)

1307 Point Street, Baltimore, MD 21231

(Address of principal executive offices)

David Oestreicher

1307 Point Street, Baltimore, MD 21231

(Name and address of agent for service)

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

Date of fiscal year end: December 31

Date of reporting period: June 30, 2026

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Semi-Annual Shareholder Report

June 30, 2026

Dividend Growth ETF (TDVG)

Principal Listing Exchange: NYSE Arca, Inc.

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

Table Summary
Fund name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment
Dividend Growth ETF	$26	0.50%

What are some fund statistics?

Fund Statistics

Total Net Assets (000s)$1,376,036
Number of Portfolio Holdings98
Portfolio Turnover Rate6.9%

What did the fund invest in?

Sector Allocation (as a % of Net Assets)

Table Summary
Information Technology	26.4%
Financials	19.1
Industrials & Business Services	15.0
Health Care	12.7
Consumer Staples	6.5
Consumer Discretionary	6.2
Energy	4.5
Materials	3.2
Utilities	3.2
Other	3.2

Top Ten Holdings (as a % of Net Assets)

Table Summary
Apple	5.4%
Microsoft	3.9
Broadcom	3.7
JPMorgan Chase	3.1
Visa	2.7
KLA	2.7
General Electric	2.5
Chubb	2.0
Bank of America	1.9
Eli Lilly	1.9

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.

Dividend Growth ETF (TDVG)

T. Rowe Price Investment Services, Inc.

1307 Point Street

Baltimore, Maryland 21231

Principal Listing Exchange: NYSE Arca, Inc.

202506-4610402

ETF786-053 08/26

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

Not applicable.

Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

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

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

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

(b) Not applicable.

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

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

T. ROWE PRICE DIVIDEND GROWTH ETF

Unaudited

FINANCIAL HIGHLIGHTS

For a share outstanding throughout each period

	6 Months Ended	Year Ended
	6/30/26	12/31/25	12/31/24	12/31/23	12/31/22	12/31/21
Ratios/Supplemental Data
Total return, based on NAV(2)(3)	9.58%	14.78%	13.56%	13.69%	(10.02)%	26.09%
Ratios to average net assets:(2)
Gross expenses before waivers/payments by Price Associates	0.50%(4)	0.50%	0.50%	0.50%	0.50%	0.50%
Net expenses after waivers/payments by Price Associates	0.50%(4)	0.50%	0.50%	0.50%	0.50%	0.50%
Net investment income	1.18%(4)	1.11%	1.15%	1.43%	1.34%	1.01%
Portfolio turnover rate(5)	6.9%	17.3%	14.0%	18.0%	18.3%	12.1%
Net assets, end of period (in millions)	$ 1,376	$ 1,178	$ 748	$ 349	$ 272	$ 127

(1)	Per share amounts calculated using average shares outstanding method.
(2)	Includes the impact of expense-related arrangements with Price Associates.
(3)	Total return reflects the rate that an investor would have earned on an investment in the fund during each period, assuming reinvestment of all distributions. Total return is not annualized for periods less than one year.
(4)	Annualized
(5)	Portfolio turnover excludes securities received or delivered through in-kind share transactions.

The accompanying notes are an integral part of these financial statements.

T. ROWE PRICE DIVIDEND GROWTH ETF

	Shares	$ Value
(Cost and value in $000s)
UTILITIES 3.2%
Electric Utilities 1.2%
NextEra Energy	116,003	10,182
Southern	56,644	5,421
		15,603
Gas Utilities 0.8%
Atmos Energy	61,940	10,670
		10,670
Multi-Utilities 1.2%
Ameren	147,689	16,695
CMS Energy	3,316	254
		16,949
Total Utilities		43,222
Total Common Stocks (Cost $1,056,992)		1,362,768
SHORT-TERM INVESTMENTS 0.8%
Money Market Funds 0.8%
State Street Institutional U.S. Government Money Market Fund, 3.58% (2)	11,457,697	11,458
Total Short-Term Investments (Cost $11,458)		11,458
Total Investments in Securities 99.9% of Net Assets (Cost $1,068,450)		$1,374,226


‡	Shares are denominated in U.S. dollars unless otherwise noted.
(1)	Non-income producing
(2)	Seven-day yield
ADR	American Depositary Receipts
REIT	A domestic Real Estate Investment Trust whose distributions pass-through with original tax character to the shareholder

The accompanying notes are an integral part of these financial statements.

T. ROWE PRICE DIVIDEND GROWTH ETF

Unaudited

STATEMENT OF CHANGES IN NET ASSETS

($000s)

	6 Months Ended	Year Ended
	6/30/26	12/31/25
Increase (Decrease) in Net Assets
Operations
Net investment income	$7,422	$10,366
Net realized loss	(3,542)	(4,662)
Change in net unrealized gain / loss	113,535	125,125
Increase in net assets from operations	117,415	130,829
Distributions to shareholders
Net earnings	(7,063)	(10,304)
Capital share transactions*
Shares sold	92,240	345,162
Shares redeemed	(4,959)	(34,801)
Increase in net assets from capital share transactions	87,281	310,361
Net Assets
Increase during period	197,633	430,886
Beginning of period	1,178,403	747,517
End of period	$1,376,036	$1,178,403
*Share information (000s)
Shares sold	1,985	8,165
Shares redeemed	(105)	(835)
Increase in shares outstanding	1,880	7,330

The accompanying notes are an integral part of these financial statements.

T. ROWE PRICE DIVIDEND GROWTH 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 Dividend Growth ETF (the fund) is a diversified, open-end management investment company established by the corporation. The fund seeks dividend income and 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

T. ROWE PRICE DIVIDEND GROWTH 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 quarterly. 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).

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.

T. ROWE PRICE DIVIDEND GROWTH ETF

NOTE 2 – VALUATION

Fair Value

The fund’s financial instruments are valued at the close of the NYSE and are reported at fair value, which GAAP defines as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fund’s Board of Directors (the Board) has designated T. Rowe Price Associates, Inc. as the fund’s valuation designee (Valuation Designee). Subject to oversight by the Board, the Valuation Designee performs the following functions in performing fair value determinations: assesses and manages valuation risks; establishes and applies fair value methodologies; tests fair value methodologies; and evaluates pricing vendors and pricing agents. The duties and responsibilities of the Valuation Designee are performed by its Valuation Committee. The Valuation Designee provides periodic reporting to the Board on valuation matters.

Various valuation techniques and inputs are used to determine the fair value of financial instruments. GAAP establishes the following fair value hierarchy that categorizes the inputs used to measure fair value:

Level 1 – quoted prices (unadjusted) in active markets for identical financial instruments that the fund can access at the reporting date

Level 2 – inputs other than Level 1 quoted prices that are observable, either directly or indirectly (including, but not limited to, quoted prices for similar financial instruments in active markets, quoted prices for identical or similar financial instruments in inactive markets, interest rates and yield curves, implied volatilities, and credit spreads)

Level 3 – unobservable inputs (including the Valuation Designee’s assumptions in determining fair value)

Observable inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions that market participants would use to price the financial instrument. Unobservable inputs are those 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

T. ROWE PRICE DIVIDEND GROWTH ETF

instrument. Input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level but rather the degree of judgment used in determining those values.

Valuation Techniques

Equity securities, including exchange-traded funds, listed or regularly traded on a securities exchange or in the over-the-counter (OTC) market are valued at the last quoted sale price or, for certain markets, the official closing price at the time the valuations are made. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the closing bid and asked prices for domestic securities.

Investments in mutual funds are valued at the mutual fund’s closing NAV per share on the day of valuation. Assets and liabilities other than financial instruments, including short-term receivables and payables, are carried at cost, or estimated realizable value, if less, which approximates fair value.

Investments for which market quotations are not readily available or deemed unreliable are valued at fair value as determined in good faith by the Valuation Designee. The Valuation Designee has adopted methodologies for determining the fair value of investments for which market quotations are not readily available or deemed unreliable, including the use of other pricing sources. Factors used in determining fair value vary by type of investment and may include market or investment specific considerations. The Valuation Designee typically will afford the greatest weight to actual prices in arm’s length transactions, to the extent they represent orderly transactions between market participants, transaction information can be reliably obtained, and prices are deemed representative of fair value. However, the Valuation Designee may also consider other valuation methods such as market-based valuation multiples; a discount or premium from market value of a similar, freely traded security of the same issuer; discounted cash flows; yield to maturity; or some combination. Fair value determinations are reviewed on a regular basis. Because any fair value determination involves a significant amount of judgment, there is a degree of subjectivity inherent in such pricing decisions. Fair value prices determined by the Valuation Designee could differ from those of other market participants, and it is possible that the fair value determined for a security may be materially different from the value that could be realized upon the sale of that security.

Valuation Inputs

On June 30, 2026, all of the fund’s financial instruments were classified as Level 1, based on the inputs used to determine their fair values.

T. ROWE PRICE DIVIDEND GROWTH ETF

NOTE 3 – OTHER INVESTMENT TRANSACTIONS

Purchases and sales of portfolio securities excluding in-kind transactions and short-term securities aggregated $92,124,000 and $87,054,000, respectively, for the six months ended June 30, 2026. Portfolio securities received and delivered through in-kind transactions aggregated $89,309,000 and $4,378,000, respectively, for the six months ended June 30, 2026.

NOTE 4 – FEDERAL INCOME TAXES

Generally, no provision for federal income taxes is required since the fund intends to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and distribute to shareholders all of its taxable income and gains. Distributions determined in accordance with federal income tax regulations may differ in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character but are not adjusted for temporary differences. The amount and character of tax-basis distributions and composition of net assets are finalized at fiscal year-end; accordingly, tax-basis balances have not been determined as of the date of this report.

The fund intends to retain realized gains to the extent of available capital loss carryforwards. Net realized capital losses may be carried forward indefinitely to offset future realized capital gains. As of December 31, 2025, the fund had $34,308,000 of available capital loss carryforwards.

At June 30, 2026, the cost of investments (including derivatives, if any) for federal income tax purposes was $1,069,345,000. Net unrealized gain aggregated $304,881,000 at period-end, of which $334,988,000 related to appreciated investments and $30,107,000 related to depreciated investments.

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.

T. ROWE PRICE DIVIDEND GROWTH ETF

Taxes attributable to income are accrued by the fund as a reduction of income. Current and deferred tax expense attributable to capital gains is reflected as a component of realized or change in unrealized gain/loss on securities in the accompanying financial statements. To the extent that the fund has country specific capital loss carryforwards, such carryforwards are applied against net unrealized gains when determining the deferred tax liability. Any deferred tax liability incurred by the fund is included in either Other liabilities or Deferred tax liability on the accompanying Statement of Assets and Liabilities.

NOTE 6 – RELATED PARTY TRANSACTIONS

The fund is managed by T. Rowe Price Associates, Inc. (Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. (Price Group). The investment management agreement between the fund and Price Associates provides for an annual all-inclusive fee equal to 0.50% of the fund’s average daily net assets. The fee is computed daily and paid monthly. The all-inclusive fee covers investment management services and ordinary, recurring operating expenses but does not cover interest and borrowing expenses; taxes; brokerage commissions and other transaction costs; fund proxy expenses; and nonrecurring and extraordinary expenses.

T. Rowe Price Investment Services, Inc. (Investment Services) serves as distributor to the fund. Pursuant to an underwriting agreement, no compensation for any distribution services provided is paid to Investment Services by the fund.

Mutual funds, trusts, and other accounts managed by Price Associates or its affiliates (collectively, Price Funds and accounts) may invest in the fund. No Price Fund or account may invest for the purpose of exercising management or control over the fund. At June 30, 2026, approximately 5% of the fund’s outstanding shares were held by Price Funds and accounts.

The fund may participate in securities purchase and sale transactions with other funds or accounts advised by Price Associates (cross trades), in accordance with procedures adopted by the fund’s Board and Securities and Exchange Commission rules, which require, among other things, that such purchase and sale cross trades be effected at the independent current market price of the security. During the six months ended June 30, 2026, fund had no purchases or sales cross trades with other funds or accounts advised by Price Associates.

T. ROWE PRICE DIVIDEND GROWTH ETF

NOTE 7 – SEGMENT REPORTING

Operating segments are defined as components of a company that engage in business activities and for which discrete financial information is available and regularly reviewed by the chief operating decision maker (CODM) in deciding how to allocate resources and assess performance. The Management Committee of Price Group acts as the fund’s CODM. The fund makes investments in accordance with its investment objective as outlined in the Prospectus and is considered one reportable segment because the CODM allocates resources and assesses the operating results of the fund on the whole.

The fund’s revenue is derived from investments in a portfolio of securities. The CODM allocates resources and assesses performance based on the operating results of the fund, which is consistent with the results presented in the statement of operations, statement of changes in net assets and financial highlights. The CODM compares the fund’s performance to its benchmark index and evaluates the positioning of the fund in relation to its investment objective. The measure of segment assets is net assets of the fund which is disclosed in the statement of assets and liabilities.

The accounting policies of the segment are the same as those described in the summary of significant accounting policies. The financial statements include all details of the segment assets, segment revenue and expenses; and reflect the financial results of the segment.

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.

T. ROWE PRICE DIVIDEND GROWTH ETF

APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT

Each year, the fund’s Board of Directors (Board) considers the continuation of the investment management agreement (Advisory Contract) between the fund and its investment adviser, T. Rowe Price Associates, Inc. (Adviser). In that regard, at a meeting held on March 11-12, 2026 (Meeting), the Board, including all of the fund’s independent directors who were present in person at the Meeting, approved the continuation of the fund’s Advisory Contract. At the Meeting, the Board considered the factors and reached the conclusions described below relating to the selection of the Adviser and the approval of the Advisory Contract. The independent directors were assisted in their evaluation of the Advisory Contract by independent legal counsel from whom they received separate legal advice and with whom they met separately.

In providing information to the Board, the Adviser was guided by a detailed set of requests for information submitted by independent legal counsel on behalf of the independent directors. In considering and approving the continuation of the Advisory Contract, the Board considered the information it believed was relevant, including, but not limited to, the information discussed below. The Board considered not only the specific information presented in connection with the Meeting but also the knowledge gained over time through interaction with the Adviser about various topics and information provided to it by the Adviser. The Board meets regularly and, at each of its meetings, covers an extensive agenda of topics and materials and considers factors that are relevant to its annual consideration of the renewal of the T. Rowe Price funds’ advisory contracts, including performance and the services and support provided to the funds and their shareholders.

Services Provided by the Adviser

The Board considered the nature, quality, and extent of the services provided to the fund by the Adviser. These services include, but are not limited to, directing the fund’s investments in accordance with its investment program and the overall management of the fund’s portfolio, as well as a variety of related activities such as financial, investment operations, and administrative services; compliance and infrastructure, as well as compliance with new and evolving regulatory requirements (e.g., derivatives and liquidity risk management); maintaining the fund’s records and registrations; and shareholder communications. The Board also reviewed the background and experience of the Adviser’s senior management team and investment personnel involved in the management of the fund, as well as the Adviser’s compliance record. The Board concluded that the information it considered with respect to the nature, quality, and extent of the services provided by the Adviser, as well as the other factors considered at the Meeting, supported the Board’s approval of the continuation of the Advisory Contract.

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

T. ROWE PRICE DIVIDEND GROWTH ETF

APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)

provided by the Adviser that compared the fund’s total returns, as well as a wide variety of other previously agreed-upon performance measures and market data, against relevant benchmark indexes and (as applicable) peer groups of funds with similar investment programs for various periods through December 31, 2025. Additionally, the Board reviewed the fund’s relative performance information as of September 30, 2025, which ranked the fund’s returns for various periods against a universe of funds with similar investment programs selected by Broadridge, an independent provider of investment company data.

In the course of its deliberations, the Board considered performance information provided throughout the year and in connection with the Advisory Contract review at the Meeting, as well as information provided during investment review meetings conducted with portfolio managers and senior investment personnel during the course of the year regarding the fund’s performance. The Board also considered relevant factors, such as overall market conditions and trends that could adversely impact the fund’s performance, length of the fund’s performance track record, and how closely the fund’s strategies align with its benchmarks and peer groups. The Board noted that, as of December 31, 2025, the fund lagged its benchmark for most performance periods and, where applicable, the fund’s total returns ranked in the 4th quartile for most periods when compared to performance peer groups selected by third-party data providers. The Adviser provided the Board with information addressing the fund’s performance relative to its benchmarks and performance peers (as applicable) during the applicable periods, the primary reasons for such results, and, if applicable, efforts being undertaken to improve performance. The Board considered the Adviser’s responses and, if applicable, its efforts and plans to improve the fund’s investment performance and noted that it will continue to periodically review the fund’s performance. The Board concluded that the information it considered with respect to the fund’s performance, as well as the other factors considered at the Meeting, supported the Board’s approval of the continuation of the Advisory Contract.

Costs, Benefits, Profits, and Economies of Scale

The Board reviewed detailed information regarding the revenues received by the Adviser under the Advisory Contract and other direct and indirect benefits that the Adviser (and its affiliates) may have realized from its relationship with the fund. In considering soft-dollar arrangements, the Board noted that the Adviser may use brokerage commissions in connection with certain T. Rowe Price funds’ securities transactions to pay for research when permissible, and the Board considered that the Adviser may receive some benefit from soft-dollar arrangements pursuant to which research is received from broker-dealers that execute the applicable fund’s portfolio transactions.

T. ROWE PRICE DIVIDEND GROWTH ETF

APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)

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 potentially realized by the Adviser. Under the Advisory Contract, the fund pays the Adviser an all-inclusive fee, which is based on the fund’s average daily net assets. The all-inclusive fee includes investment management services and provides for the Adviser to pay all of the fund’s ordinary, recurring operating expenses except for interest and borrowing expenses, taxes, brokerage commissions and other transaction costs, fund proxy expenses, and any nonrecurring extraordinary expenses that may arise. The Adviser has generally implemented an all-inclusive fee structure in situations where a fixed total expense ratio is useful for purposes of providing certainty of fees and expenses for the fund’s investors and such a fee structure is typically used by other ETFs offered by competitors. The all-inclusive fee rate is determined based upon an evaluation of the particular strategy and a competitive analysis of the actively managed ETF industry. In addition, the assets of the fund are included in the calculation of the group fee rate, which serves as a component of the management fee rate for many T. Rowe Price mutual funds and declines at certain asset levels based on the combined average net assets of most of the T. Rowe Price mutual funds and ETFs (including the fund). Although the fund does not have a group fee rate component to its all-inclusive fee, its assets are included in the calculation because certain resources utilized to operate the fund are shared with other T. Rowe Price funds.

In addition, the Board noted that the fund potentially shares in potential economies of scale through the Adviser’s ongoing investments in its business in support of the T. Rowe Price funds, including investments in trading systems, technology, and regulatory support enhancements, and the ability to possibly negotiate lower fee arrangements with third-party service providers. The Board concluded that the all-inclusive fee structure for the fund provides for a reasonable sharing of benefits from potential economies of scale with the fund and its investors.

Fees and Expenses

The Board was provided with information regarding industry trends in exchange-traded fund fees. The Board reviewed and considered information regarding the fund’s actual total expense ratio, noting that the fund pays an all-inclusive fee. Among other things, the Board reviewed data for peer groups that were compiled by Broadridge, which compared: (i) actual management fees and total expenses of the fund with a group of competitor funds selected by Broadridge (Expense Group); and (ii) actual management fees and total expenses of the fund

T. ROWE PRICE DIVIDEND GROWTH ETF

APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)

with a broader set of funds within the Lipper investment classification (Expense Universe). The Board considered the fund’s actual management fee rate and total expenses (each of which generally reflect the fund’s all-inclusive fee rate) in comparison with the information for the Broadridge peer groups. Broadridge generally constructed the peer groups by seeking the most comparable actively managed exchange-traded funds based on similar investment classifications and objectives, expense structure, asset size, and operating components and attributes and ranked funds into quintiles, with the first quintile representing the funds with the lowest relative expenses and the fifth quintile representing the funds with the highest relative expenses. The information provided to the Board indicated that the actual management fee rate ranked in the fourth quintile (Expense Group) and third quintile (Expense Universe), and the total expenses ranked in the third quintile (Expense Group and Expense Universe).

The Board was provided the fee schedules and other account fee information for certain comparable investment portfolios that are advised or subadvised by the Adviser and its affiliates, including separately managed accounts for institutional investors; subadvised funds; and other sponsored investment portfolios that are not registered investment companies, including collective investment trusts and pooled vehicles organized and offered to investors outside the United States. The fee schedules and account fee information, which are subject to change, may be negotiated under certain circumstances and may differ across regions. Management provided the Board with information about the Adviser’s responsibilities and services provided to subadvisory clients and other types of clients, including information about how the requirements, economics and risks of the domestic and international businesses may differ from those of the proprietary mutual fund and ETF (“registered fund”) business. The Board considered information showing that the Adviser’s proprietary registered fund business is generally more complex from a business and regulatory perspective than its other domestic and international businesses and considered various relevant factors, such as the broader scope of operations and oversight, more extensive shareholder communication infrastructure, heightened business risks, and differences in applicable laws and regulations associated with the Adviser’s proprietary registered fund business. In assessing the reasonableness of the fund’s management fee rate, the Board considered the differences in the nature of the services required for the Adviser to manage its registered fund business versus managing a discrete pool of assets as a subadviser to another institution’s mutual fund or for an institutional account and that the Adviser generally performs significant additional services and assumes greater risk in managing the fund and other T. Rowe Price funds than it does for institutional account clients, including subadvised funds.

On the basis of the information provided and the factors considered, the Board concluded that the fees paid by the fund under the Advisory Contract are reasonable.

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.

SIGNATURES

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


T. Rowe Price Exchange-Traded Funds, Inc.
By		/s/ David Oestreicher
		David Oestreicher
		Principal Executive Officer

Date		August 19, 2026

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


By		/s/ David Oestreicher
		David Oestreicher
		Principal Executive Officer

Date		August 19, 2026


By		/s/ Alan S. Dupski
		Alan S. Dupski
		Principal Financial Officer

Date		August 19, 2026

	6 Months Ended	Year Ended
	6/30/26	12/31/25	12/31/24	12/31/23	12/31/22	12/31/21
NET ASSET VALUE
Beginning of period	$ 44.93	$ 39.56	$ 35.21	$ 31.41	$ 35.32	$ 28.26
Investment activities
Net investment income(1)(2)	0.27	0.47	0.45	0.47	0.42	0.33
Net realized and unrealized gain/loss	4.02	5.35	4.32	3.79	(3.97)	7.01
Total from investment activities	4.29	5.82	4.77	4.26	(3.55)	7.34
Distributions
Net investment income	(0.26)	(0.45)	(0.42)	(0.46)	(0.36)	(0.28)
NET ASSET VALUE
End of period	$ 48.96	$ 44.93	$ 39.56	$ 35.21	$ 31.41	$ 35.32

PORTFOLIO OF INVESTMENTS‡	Shares	$ Value
(Cost and value in $000s)

COMMON STOCKS 99.1%
COMMUNICATION SERVICES 0.8%
Wireless Telecommunication Services 0.8%
T-Mobile US	68,453	11,482
Total Communication Services		11,482
CONSUMER DISCRETIONARY 6.2%
Hotels, Restaurants & Leisure 3.1%
Hilton Worldwide Holdings	54,229	17,920
Marriott International, Class A	12,444	4,612
McDonald's	47,866	12,939
Yum! Brands	46,466	7,428
		42,899
Specialty Retail 2.9%
Home Depot	49,887	17,594
Ross Stores	85,476	18,193
Tractor Supply	124,736	3,943
		39,730
Textiles, Apparel & Luxury Goods 0.2%
NIKE, Class B	63,284	2,598
		2,598
Total Consumer Discretionary		85,227
CONSUMER STAPLES 6.5%
Beverages 1.4%
Coca-Cola	242,468	19,705
		19,705
Consumer Staples Distribution & Retail 2.1%
Costco Wholesale	7,438	6,958

	Shares	$ Value
(Cost and value in $000s)
Walmart	193,668	21,935
		28,893
Food Products 0.8%
Mondelez International	198,783	11,498
		11,498
Household Products 1.0%
Colgate-Palmolive	152,176	13,951
		13,951
Tobacco 1.2%
Philip Morris International	87,871	15,897
		15,897
Total Consumer Staples		89,944
ENERGY 4.5%
Energy Equipment & Services 0.7%
SLB	191,599	8,907
		8,907
Oil, Gas & Consumable Fuels 3.8%
ConocoPhillips	134,116	13,943
EOG Resources	61,299	7,952
Exxon Mobil	155,903	21,315
Williams	121,927	9,064
		52,274
Total Energy		61,181
FINANCIALS 19.1%
Banks 5.5%
Bank of America	460,981	26,266
Huntington Bancshares	260,300	4,615
JPMorgan Chase	129,697	42,454

	Shares	$ Value
(Cost and value in $000s)
Wells Fargo	32,319	2,671
		76,006
Capital Markets 4.6%
Charles Schwab	174,542	16,105
CME Group	20,098	4,438
Goldman Sachs Group	9,530	9,638
KKR	38,573	3,540
Morgan Stanley	109,254	22,839
S&P Global	17,062	6,949
		63,509
Consumer Finance 1.4%
American Express	57,339	19,395
		19,395
Financial Services 2.8%
Visa, Class A	109,678	37,630
		37,630
Insurance 4.8%
Aon, Class A	8,618	2,858
Chubb	82,729	28,189
Hartford Insurance Group	59,272	7,855
Marsh & McLennan	92,925	15,488
Progressive	54,357	11,874
		66,264
Total Financials		262,804
HEALTH CARE 12.7%
Biotechnology 2.3%
AbbVie	73,938	18,606
Gilead Sciences	104,574	13,212
		31,818

	Shares	$ Value
(Cost and value in $000s)
Health Care Equipment & Supplies 1.0%
Becton Dickinson & Company	2,400	363
Stryker	42,042	13,237
		13,600
Health Care Providers & Services 4.0%
Elevance Health	10,502	4,061
McKesson	19,879	15,021
Quest Diagnostics	61,269	12,986
UnitedHealth Group	57,360	23,840
		55,908
Life Sciences Tools & Services 1.7%
Danaher	43,479	8,282
Thermo Fisher Scientific	29,198	14,639
		22,921
Pharmaceuticals 3.7%
AstraZeneca	86,657	16,432
Eli Lilly	21,367	25,628
Johnson & Johnson	34,159	8,675
		50,735
Total Health Care		174,982
INDUSTRIALS & BUSINESS SERVICES 15.0%
Aerospace & Defense 5.0%
General Electric	90,463	33,809
Honeywell Aerospace (1)	17,543	3,878
Howmet Aerospace	68,508	18,419
Northrop Grumman	25,194	12,832
		68,938

	T. ROWE PRICE
TDVG	Dividend Growth ETF
	For more insights from T. Rowe Price investment professionals, go to troweprice.com.

Assets
Investments in securities, at value (cost $1,068,450)	$1,374,226
Receivable for investment securities sold	1,799
Dividends receivable	1,106
Receivable for shares sold	490
Cash	87
Total assets	1,377,708
Liabilities
Payable for investment securities purchased	1,116
Investment management and administrative fees payable	556
Total liabilities	1,672
NET ASSETS	$1,376,036
Net Assets Consists of:
Total distributable earnings (loss)	$267,472
Paid-in capital applicable to 28,105,000 shares of $0.0001 par value capital stock outstanding; 4,000,000,000 shares of the Corporation authorized	1,108,564
NET ASSETS	$1,376,036
NET ASSET VALUE PER SHARE	$48.96

	6 Months Ended
	6/30/26
Investment Income (Loss)
Dividend income (net of foreign taxes of $23)	$10,577
Investment management and administrative expense	3,155
Net investment income	7,422
Realized and Unrealized Gain / Loss
Net realized gain (loss)
Securities	(5,330)
In-kind redemptions	1,788
Net realized loss	(3,542)
Change in net unrealized gain / loss on securities	113,535
Net realized and unrealized gain / loss	109,993
INCREASE IN NET ASSETS FROM OPERATIONS	$117,415


(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.

	Shares	$ Value
(Cost and value in $000s)
Building Products 0.9%
Trane Technologies	23,911	11,744
		11,744
Commercial Services & Supplies 1.0%
Waste Connections	80,084	13,349
		13,349
Electrical Equipment 1.1%
Emerson Electric	32,784	4,693
GE Vernova	5,915	6,950
Rockwell Automation	8,409	4,163
		15,806
Ground Transportation 2.7%
CSX	246,919	11,736
Old Dominion Freight Line	47,210	10,226
Union Pacific	54,730	14,886
		36,848
Industrial Conglomerates 0.3%
Honeywell International	17,544	3,928
		3,928
Machinery 2.7%
Caterpillar	17,812	18,968
Deere	29,358	18,623
		37,591
Professional Services 0.8%
Automatic Data Processing	24,869	5,569
Broadridge Financial Solutions	36,874	5,050
		10,619

	Shares	$ Value
(Cost and value in $000s)
Trading Companies & Distributors 0.5%
WW Grainger	5,485	7,462
		7,462
Total Industrials & Business Services		206,285
INFORMATION TECHNOLOGY 26.4%
Communications Equipment 1.5%
Cisco Systems	176,744	20,760
		20,760
Electronic Equipment, Instruments & Components 2.1%
Amphenol, Class A	99,407	17,528
TE Connectivity	56,888	11,469
		28,997
IT Services 0.0%
Accenture, Class A	2,576	321
		321
Semiconductors & Semiconductor Equipment 13.1%
Analog Devices	57,461	22,822
Applied Materials	30,651	22,161
Broadcom	133,985	50,613
KLA	122,180	36,863
NVIDIA	27,900	5,582
QUALCOMM	39,573	7,313
Skyworks Solutions	42,500	2,881
Taiwan Semiconductor Manufacturing, ADR	37,175	17,754
Texas Instruments	46,474	13,852
		179,841
Software 4.3%
Intuit	747	195
Microsoft	142,585	53,187

	Shares	$ Value
(Cost and value in $000s)
Roper Technologies	11,404	3,859
Salesforce.com	10,950	1,715
		58,956
Technology Hardware, Storage & Peripherals 5.4%
Apple	257,566	74,529
		74,529
Total Information Technology		363,404
MATERIALS 3.2%
Chemicals 2.4%
Linde	39,486	20,491
Sherwin-Williams	38,029	13,094
		33,585
Construction Materials 0.3%
Martin Marietta Materials	7,225	4,167
		4,167
Containers & Packaging 0.5%
Avery Dennison	39,249	6,372
		6,372
Total Materials		44,124
REAL ESTATE 1.5%
Residential REITs 1.0%
Equity Residential, REIT	192,062	13,047
		13,047
Specialized REITs 0.5%
American Tower, REIT	43,200	7,066
		7,066
Total Real Estate		20,113