0001795351falseN-CSRST. Rowe Price Exchange-Traded Funds, Inc.N-1A2026-06-3000017953512026-01-012026-06-300001795351trowe:C000241223Member2026-01-012026-06-300001795351trowe:C000241223Member2026-06-300001795351trowe:C000241223Memberoef:InformationTechnologySectorMember2026-06-300001795351trowe:C000241223Membertrowe:CommunicationServicesSectorMember2026-06-300001795351trowe:C000241223Memberoef:ConsumerDiscretionarySectorMember2026-06-300001795351trowe:C000241223Memberus-gaap:HealthcareSectorMember2026-06-300001795351trowe:C000241223Membertrowe:FinancialsSectorMember2026-06-300001795351trowe:C000241223Membertrowe:IndustrialsBusinessServicesSectorMember2026-06-300001795351trowe:C000241223Memberoef:ConsumerStaplesSectorMember2026-06-300001795351trowe:C000241223Memberoef:MaterialsSectorMember2026-06-300001795351trowe:C000241223Memberus-gaap:EnergySectorMember2026-06-300001795351trowe:C000241223Membertrowe:SectorMaterialsCTIMember2026-06-300001795351trowe:C000241223Membertrowe:FR67066G104CTIMember2026-06-300001795351trowe:C000241223Membertrowe:FR02079K305CTIMember2026-06-300001795351trowe:C000241223Membertrowe:FR037833100CTIMember2026-06-300001795351trowe:C000241223Membertrowe:FR11135F101CTIMember2026-06-300001795351trowe:C000241223Membertrowe:FR532457108CTIMember2026-06-300001795351trowe:C000241223Membertrowe:FR594918104CTIMember2026-06-300001795351trowe:C000241223Membertrowe:FR023135106CTIMember2026-06-300001795351trowe:C000241223Membertrowe:FR30303M102CTIMember2026-06-300001795351trowe:C000241223Membertrowe:FR007903107CTIMember2026-06-300001795351trowe:C000241223Membertrowe:FR92826C839CTIMember2026-06-30iso4217:USDxbrli:sharesiso4217:USDxbrli:sharesxbrli:pureutr:Dtrowe:Holding

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

Image

Semi-Annual Shareholder Report

June 30, 2026 

Growth ETF (TGRT

Principal Listing Exchange: NYSE Arca, Inc.

This semi-annual shareholder report contains important information about 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
Growth ETF
$19
0.38%

What are some fund statistics?

Fund Statistics

  • Total Net Assets (000s)$1,486,177
  • Number of Portfolio Holdings95
  • Portfolio Turnover Rate16.6%

What did the fund invest in? 

Sector Allocation (as a % of Net Assets)

Table Summary
Information Technology
49.7%
Communication Services
15.1
Consumer Discretionary
9.9
Health Care
8.9
Financials
7.2
Industrials & Business Services
6.6
Consumer Staples
1.4
Materials
0.2
Energy
0.2
Other
0.8

Top Ten Holdings (as a % of Net Assets) 

Table Summary
NVIDIA
14.2%
Alphabet
9.9
Apple
6.4
Broadcom
5.5
Eli Lilly
3.1
Microsoft
3.0
Amazon.com
3.0
Meta Platforms
2.9
Advanced Micro Devices
2.8
Visa
2.2

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. 

Growth ETF (TGRT

T. Rowe Price Investment Services, Inc.

1307 Point Street

Baltimore, Maryland 21231

Image

Principal Listing Exchange: NYSE Arca, Inc.

202506-4610402

ETF1073-053 08/26


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

Not applicable.

Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

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

Item 4. Principal Accountant Fees and Services.

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

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

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

(b) Not applicable.

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

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

 


Financial Statements and Other Information
June 30, 2026
 
T. ROWE PRICE
TGRT
Growth ETF
 
For more insights from T. Rowe Price investment
professionals, go to troweprice.com.


T. ROWE PRICE GROWTH ETF

Unaudited
FINANCIAL HIGHLIGHTS
For a share outstanding throughout each period

 
6 Months
Ended
Year
Ended
 
6/14/23(1)
Through
 
6/30/26
12/31/25
12/31/24
12/31/23
NET ASSET VALUE
Beginning of period
$44.22
$37.82
$28.49
$25.00
Investment activities
Net investment income(2)(3)
0.02
0.05
0.06
0.03
Net realized and unrealized
gain/loss
1.49
6.38
9.30
3.48
Total from investment
activities
1.51
6.43
9.36
3.51
Distributions
Net investment income
-
(0.03)
(0.03)
(0.02)
NET ASSET VALUE
End of period
$45.73
$44.22
$37.82
$28.49
Ratios/Supplemental Data
Total return, based on
NAV(3)(4)
3.41%
17.01%
32.86%
14.03%
Ratios to average net
assets:(3)
Gross expenses before
waivers/payments by
Price Associates
0.38%(5)
0.38%
0.38%
0.38%(5)
Net expenses after
waivers/payments by
Price Associates
0.38%(5)
0.38%
0.38%
0.38%(5)
Net investment income
0.10%(5)
0.13%
0.16%
0.22%(5)
Portfolio turnover rate(6)
16.6%
22.9%
21.2%
4.9%
Net assets, end of period
(in thousands)
$1,486,177
$908,731
$410,377
$61,261
(1)
Inception date
(2)
Per share amounts calculated using average shares outstanding method.
(3)
Includes the impact of expense-related arrangements with Price Associates.
(4)
Total return reflects the rate that an investor would have earned on an investment in the fund
during each period, assuming reinvestment of all distributions. Total return is not annualized
for periods less than one year.
(5)
Annualized
(6)
Portfolio turnover excludes securities received or delivered through in-kind share
transactions.
The accompanying notes are an integral part of these financial statements.
1

T. ROWE PRICE GROWTH ETF

June 30, 2026 Unaudited
PORTFOLIO OF INVESTMENTS
Shares
$ Value
(Cost and value in $000s)
 
 
 
COMMON STOCKS 99.2%
COMMUNICATION SERVICES 15.1%
Diversified Telecommunication Services 0.4%
Space Exploration Technologies, Class A (1)
32,042
5,475
 
5,475
Entertainment 1.9%
Live Nation Entertainment (1)
17,483
3,202
Netflix (1)
199,148
14,219
ROBLOX, Class A (1)
121,795
6,623
Spotify Technology (1)
8,275
3,799
 
27,843
Interactive Media & Services 12.8%
Alphabet, Class A
412,162
147,294
Meta Platforms, Class A
77,629
43,728
 
191,022
Total Communication Services
224,340
CONSUMER DISCRETIONARY 9.9%
Automobiles 1.7%
Tesla (1)
59,031
24,828
 
24,828
Broadline Retail 3.9%
Amazon.com (1)
189,179
45,089
MercadoLibre (1)
3,797
6,445
Sea, ADR (1)
73,730
7,066
 
58,600
Hotels, Restaurants & Leisure 2.9%
Booking Holdings
59,253
10,561
2

T. ROWE PRICE GROWTH ETF

 
Shares
$ Value
(Cost and value in $000s)
 
 
Chipotle Mexican Grill (1)
215,577
7,330
DoorDash, Class A (1)
50,150
9,254
Hilton Worldwide Holdings
12,309
4,068
Starbucks
81,468
8,325
Viking Holdings (1)
36,058
3,774
 
43,312
Specialty Retail 1.4%
Carvana (1)
66,961
4,407
Home Depot
17,159
6,052
O'Reilly Automotive (1)
34,056
3,136
TJX
44,756
6,781
 
20,376
Total Consumer Discretionary
147,116
CONSUMER STAPLES 1.4%
Consumer Staples Distribution & Retail 1.0%
Costco Wholesale
10,673
9,984
Walmart
45,594
5,164
 
15,148
Household Products 0.2%
Colgate-Palmolive
28,535
2,616
 
2,616
Tobacco 0.2%
Philip Morris International
18,141
3,282
 
3,282
Total Consumer Staples
21,046
ENERGY 0.2%
Oil, Gas & Consumable Fuels 0.2%
Diamondback Energy
12,250
2,153
Total Energy
2,153
3

T. ROWE PRICE GROWTH ETF

 
Shares
$ Value
(Cost and value in $000s)
 
 
FINANCIALS 7.2%
Capital Markets 1.0%
Bank of New York Mellon
16,955
2,452
CME Group
12,750
2,815
Interactive Brokers Group, Class A
39,714
3,457
Tradeweb Markets, Class A
56,778
5,658
 
14,382
Financial Services 6.2%
Adyen, ADR (1)
522,960
4,869
Block (1)
247,015
18,773
Mastercard, Class A
61,175
31,420
Rocket, Class A (1)
250,789
3,950
Visa, Class A
97,200
33,348
 
92,360
Total Financials
106,742
HEALTH CARE 8.9%
Biotechnology 1.7%
Argenx, ADR (1)
9,553
8,863
Natera (1)
47,065
12,776
Vertex Pharmaceuticals (1)
7,886
3,917
 
25,556
Health Care Equipment & Supplies 1.6%
Intuitive Surgical (1)
38,494
15,308
Stryker
27,568
8,680
 
23,988
Health Care Providers & Services 1.7%
Cencora
20,638
5,840
McKesson
6,606
4,992
UnitedHealth Group
36,337
15,103
 
25,935
4

T. ROWE PRICE GROWTH ETF

 
Shares
$ Value
(Cost and value in $000s)
 
 
Life Sciences Tools & Services 0.8%
Danaher
17,685
3,369
Medpace Holdings (1)
15,785
8,359
 
11,728
Pharmaceuticals 3.1%
Eli Lilly
37,940
45,506
 
45,506
Total Health Care
132,713
INDUSTRIALS & BUSINESS SERVICES 6.6%
Aerospace & Defense 3.8%
Axon Enterprise (1)
9,015
5,054
Boeing (1)
45,593
9,869
General Electric
28,062
10,488
HEICO
11,565
4,119
Howmet Aerospace
65,529
17,618
Standardaero (1)
205,154
6,136
TransDigm Group
1,872
2,494
 
55,778
Construction & Engineering 0.3%
Comfort Systems
1,284
2,545
Quanta Services
3,699
2,663
 
5,208
Electrical Equipment 1.5%
Eaton
5,419
2,309
GE Vernova
8,268
9,714
Hubbell
4,094
2,142
Vertiv Holdings, Class A
25,218
8,444
 
22,609
5

T. ROWE PRICE GROWTH ETF

 
Shares
$ Value
(Cost and value in $000s)
 
 
Ground Transportation 0.3%
Old Dominion Freight Line
20,005
4,333
 
4,333
Machinery 0.7%
Deere
7,942
5,038
Ingersoll-Rand
61,581
5,049
 
10,087
Total Industrials & Business Services
98,015
INFORMATION TECHNOLOGY 49.7%
Communications Equipment 2.2%
Arista Networks (1)
117,137
19,899
Ciena (1)
19,346
9,490
Lumentum Holdings (1)
4,154
3,565
 
32,954
Electronic Equipment, Instruments & Components 2.0%
Amphenol, Class A
127,488
22,479
Fabrinet (1)
12,435
6,989
 
29,468
IT Services 0.5%
MongoDB (1)
10,532
3,538
Shopify, Class A (1)
40,757
4,653
 
8,191
Semiconductors & Semiconductor Equipment 31.4%
Advanced Micro Devices (1)
71,975
41,811
ASML Holding
4,110
8,177
Broadcom
216,297
81,706
Cerebras Systems, Class A (1)
6,722
1,486
Entegris
79,965
14,382
KLA
47,724
14,399
6

T. ROWE PRICE GROWTH ETF

 
Shares
$ Value
(Cost and value in $000s)
 
 
Lam Research
35,588
15,421
Lattice Semiconductor (1)
85,533
13,083
Micron Technology
20,202
23,319
NVIDIA
1,054,052
210,905
Taiwan Semiconductor Manufacturing, ADR
65,552
31,306
Tower Semiconductor (1)
40,895
10,659
 
466,654
Software 7.2%
AppLovin, Class A (1)
15,590
8,032
Cadence Design Systems (1)
7,660
2,875
Crowdstrike Holdings, Class A (1)
10,331
7,884
Datadog, Class A (1)
31,683
8,249
HubSpot (1)
27,365
4,994
Intuit
19,682
5,137
Microsoft
120,920
45,106
Oracle
40,192
5,890
Palantir Technologies, Class A (1)
51,170
5,970
Palo Alto Networks (1)
14,200
4,843
Samsara, Class A (1)
256,425
8,316
 
107,296
Technology Hardware, Storage & Peripherals 6.4%
Apple
326,432
94,456
 
94,456
Total Information Technology
739,019
MATERIALS 0.2%
Chemicals 0.2%
Linde
6,993
3,629
Total Materials
3,629
Total Common Stocks (Cost $1,235,551)
1,474,773
7

T. ROWE PRICE GROWTH ETF

 
Shares
$ Value
(Cost and value in $000s)
 
 
SHORT-TERM INVESTMENTS 0.8%
Money Market Funds 0.8%
State Street Institutional U.S. Government Money Market Fund,
3.58% (2)
11,525,567
11,526
Total Short-Term Investments (Cost $11,526)
11,526
Total Investments in Securities
100.0% of Net Assets (Cost $1,247,077)
$1,486,299
 
 
Shares are denominated in U.S. dollars unless otherwise noted.
(1)
Non-income producing
(2)
Seven-day yield
ADR
American Depositary Receipts
8

T. ROWE PRICE GROWTH ETF


AFFILIATED COMPANIES
($000s)
The fund may invest in certain securities that are considered affiliated companies. As defined by the 1940 Act, an affiliated company is one in which the fund owns 5% or more of the outstanding voting securities, or a company that is under common ownership or control. The following securities were considered affiliated companies for all or some portion of the six months ended June 30, 2026. Net realized gain (loss), investment income, change in net unrealized gain/loss, and purchase and sales cost reflect all activity for the period then ended.
Affiliate
Net Realized Gain
(Loss)
Changes in Net
Unrealized
Gain/Loss
Investment
Income
T. Rowe Price Treasury Reserve Fund
$
$
$
++
Totals
$
#
$
$
^
Supplementary Investment Schedule
Affiliate
Value
12/31/25
Purchase
Cost
Sales
Cost
Value
6/30/26
T. Rowe Price Treasury Reserve Fund
$
¤
¤
$
 
Total
$
^
++
Excludes earnings on securities lending collateral, which are subject to rebates and fees as
described in Note 3.
#
Capital gain distributions from underlying Price funds represented $0 of the net realized gain
(loss).
^
The cost basis of investments in affiliated companies was $0.
¤
Purchase and sale information not shown for cash management funds.
The accompanying notes are an integral part of these financial statements.
9

T. ROWE PRICE GROWTH ETF

June 30, 2026 Unaudited
STATEMENT OF ASSETS AND LIABILITIES
($000s, except shares and per share amounts)
Assets
Investments in securities, at value (cost $1,247,077)
$1,486,299
Receivable for shares sold
2,286
Dividends receivable
149
Cash
118
Total assets
1,488,852
Liabilities
Payable for investment securities purchased
2,274
Investment management and administrative fees payable
401
Total liabilities
2,675
NET ASSETS
$1,486,177
Net Assets Consists of:
Total distributable earnings (loss)
$210,923
Paid-in capital applicable to 32,500,000 shares of $0.0001 par value
capital stock outstanding; 4,000,000,000 shares of the Corporation
authorized
1,275,254
NET ASSETS
$1,486,177
NET ASSET VALUE PER SHARE
$45.73
The accompanying notes are an integral part of these financial statements.
10

T. ROWE PRICE GROWTH ETF

Unaudited
STATEMENT OF OPERATIONS
($000s)
 
6 Months
Ended
 
6/30/26
Investment Income (Loss)
Dividend income (net of foreign taxes of $4)
$2,588
Investment management and administrative expense
2,067
Net investment income
521
Realized and Unrealized Gain / Loss
Net realized gain (loss)
Securities
(37,504)
In-kind redemptions
23,389
Net realized loss
(14,115)
Change in net unrealized gain / loss on securities
67,361
Net realized and unrealized gain / loss
53,246
INCREASE IN NET ASSETS FROM OPERATIONS
$53,767
The accompanying notes are an integral part of these financial statements.
11

T. ROWE PRICE 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
$521
$919
Net realized gain (loss)
(14,115)
35,479
Change in net unrealized gain / loss
67,361
116,756
Increase in net assets from operations
53,767
153,154
Distributions to shareholders
Net earnings
(723)
Capital share transactions*
Shares sold
607,611
485,637
Shares redeemed
(83,932)
(139,714)
Increase in net assets from capital share
transactions
523,679
345,923
Net Assets
Increase during period
577,446
498,354
Beginning of period
908,731
410,377
End of period
$1,486,177
$908,731
*Share information (000s)
Shares sold
13,850
13,100
Shares redeemed
(1,900)
(3,400)
Increase in shares outstanding
11,950
9,700
The accompanying notes are an integral part of these financial statements.
12

T. ROWE PRICE 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 Growth ETF (the fund) is a nondiversified, open-end management investment company established by the corporation. The fund seeks to provide long-term capital growth.
NOTE1SIGNIFICANT 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 are recorded on the ex-dividend date. Non-cash dividends, if any, are recorded at the fair market value of the asset received. Proceeds from litigation payments, if any, are included in either net realized gain (loss) or change in net unrealized gain/loss from securities. Distributions to shareholders are recorded on the ex-dividend date. Income distributions, if any, are declared and paid annually. A capital gain distribution, if any, may also be declared and paid by the fund annually. Dividends and distributions cannot be automatically reinvested in additional shares of the fund.
13

T. ROWE PRICE GROWTH ETF

Capital Transactions
The fund issues and redeems shares at its net asset value (NAV) only with Authorized Participants and only in large blocks of 50,000 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.
NOTE2VALUATION
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.
14

T. ROWE PRICE GROWTH ETF

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 1quoted prices (unadjusted) in active markets for identical financial instruments that the fund can access at the reporting date
Level 2inputs 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 3unobservable inputs (including the Valuation Designee’s assumptions in determining fair value)
Observable inputs are developed using market data, such as publicly available information about actual events or transactions, and reflect the assumptions that market participants would use to price the financial instrument. Unobservable inputs are those for which market data are not available and are developed using the best information available about the assumptions that market participants would use to price the financial instrument. GAAP requires valuation techniques to maximize the use of relevant observable inputs and minimize the use of unobservable inputs. When multiple inputs are used to derive fair value, the financial instrument is assigned to the level within the fair value hierarchy based on the lowest-level input that is significant to the fair value of the financial instrument. Input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level but rather the degree of judgment used in determining those values.
Valuation Techniques
Equity securities, including exchange-traded funds, listed or regularly traded on a securities exchange or in the over-the-counter (OTC) market are valued at the last quoted sale price or, for certain markets, the official closing price at the time the valuations are made. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the closing bid and asked prices for domestic securities.
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T. ROWE PRICE GROWTH ETF

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.
NOTE3OTHER INVESTMENT TRANSACTIONS
Consistent with its investment objective, the fund engages in the following practices to manage exposure to certain risks and/or to enhance performance. The investment objective, policies, program, and risk factors of the fund are described more fully in the fund’s prospectus and Statement of Additional Information.
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T. ROWE PRICE GROWTH ETF

Securities Lending
The fund may lend its securities to approved borrowers to earn additional income. Its securities lending activities are administered by a lending agent in accordance with a securities lending agreement. Security loans generally do not have stated maturity dates, and the fund may recall a security at any time. The fund receives collateral in the form of cash or U.S. government securities. Collateral is maintained over the life of the loan in an amount not less than the value of loaned securities; any additional collateral required due to changes in security values is delivered to the fund the next business day. Cash collateral is invested in accordance with investment guidelines approved by fund management. Additionally, the lending agent indemnifies the fund against losses resulting from borrower default. Although risk is mitigated by the collateral and indemnification, the fund could experience a delay in recovering its securities and a possible loss of income or value if the borrower fails to return the securities, collateral investments decline in value, and the lending agent fails to perform. Any non-cash collateral received cannot be sold, re-invested or pledged by the fund, except in the event of borrower default. Securities lending revenue consists of earnings on invested collateral and borrowing fees, net of any rebates to the borrower, compensation to the lending agent, and other administrative costs. In accordance with GAAP, investments made with cash collateral are reflected in the accompanying financial statements, but collateral received in the form of securities is not. At June 30, 2026, there were no securities on loan.
Other
Purchases and sales of portfolio securities excluding in-kind transactions and short-term securities aggregated $253,032,000 and $186,421,000, respectively, for the six months ended June 30, 2026. Portfolio securities received and delivered through in-kind transactions aggregated $534,897,000 and $86,685,000, respectively, for the six months ended June 30, 2026.
NOTE4FEDERAL 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
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T. ROWE PRICE GROWTH ETF

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 $14,334,000 of available capital loss carryforwards.
At June 30, 2026, the cost of investments (including derivatives, if any) for federal income tax purposes was $1,247,612,000. Net unrealized gain aggregated $238,687,000 at period-end, of which $265,744,000 related to appreciated investments and $27,057,000 related to depreciated investments.
NOTE5FOREIGN TAXES
The fund is subject to foreign income taxes imposed by certain countries in which it invests. Additionally, capital gains realized upon disposition of securities issued in or by certain foreign countries are subject to capital gains tax imposed by those countries. All taxes are computed in accordance with the applicable foreign tax law, and, to the extent permitted, capital losses are used to offset capital gains. Taxes attributable to income are accrued by the fund as a reduction of income. Current and deferred tax expense attributable to capital gains is reflected as a component of realized or change in unrealized gain/loss on securities in the accompanying financial statements. To the extent that the fund has country specific capital loss carryforwards, such carryforwards are applied against net unrealized gains when determining the deferred tax liability. Any deferred tax liability incurred by the fund is included in either Other liabilities or Deferred tax liability on the accompanying Statement of Assets and Liabilities.
NOTE6RELATED 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 0.38% 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
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T. ROWE PRICE GROWTH ETF

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.
Cash collateral from securities lending, if any, is invested in the T. Rowe Price Treasury Reserve Fund (the Price Reserve Fund), a money market fund offered as a short-term investment option to mutual funds, trusts, and other accounts managed by Price Associates or its affiliates and is not available for direct purchase by members of the public. The Price Reserve Fund does not pay investment management fees.
As of June 30, 2026, T. Rowe Price Group, Inc., or its wholly owned subsidiaries, owned 333,385 shares of the fund, representing 1% of the fund’s net assets.
The fund may participate in securities purchase and sale transactions with other funds or accounts advised by Price Associates (cross trades), in accordance with procedures adopted by the fund’s Board and Securities and Exchange Commission rules, which require, among other things, that such purchase and sale cross trades be effected at the independent current market price of the security. During the six months ended June 30, 2026, the fund had no purchases or sales cross trades with other funds or accounts advised by Price Associates.
NOTE7SEGMENT 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
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T. ROWE PRICE GROWTH ETF

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.
NOTE8OTHER MATTERS
Unpredictable environmental, political, social and economic events, including but not limited to, environmental or natural disasters, war and conflict, terrorism, geopolitical and regulatory developments (including trading and tariff arrangements), and public health epidemics or threats, may significantly affect the economy and the markets and issuers in which a fund invests. The extent and duration of such events and resulting market disruptions cannot be predicted. These and other similar events may cause instability across global markets, including reduced liquidity and disruptions in trading markets, while some events may affect certain geographic regions, countries, sectors, and industries more significantly than others, and exacerbate other pre-existing political, social, and economic risks. The fund’s performance could be negatively impacted if the value of a portfolio holding were harmed by these or such events.
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T. ROWE PRICE 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.
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T. ROWE PRICE GROWTH ETF

APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT(continued)
Investment Performance of the Fund
The Board took into account discussions with the Adviser and detailed reports that it regularly receives throughout the year on relative and absolute performance for the T. Rowe Price funds. In connection with the Meeting, the Board reviewed information provided by the Adviser that compared the fund’s total returns, as well as a wide variety of other previously agreed-upon performance measures and market data, against relevant benchmark indexes and (as applicable) peer groups of funds with similar investment programs for various periods through December 31, 2025. Additionally, the Board reviewed the fund’s relative performance information as of September 30, 2025, which ranked the fund’s returns for various periods against a universe of funds with similar investment programs selected by Broadridge, an independent provider of investment company data.
In the course of its deliberations, the Board considered performance information provided throughout the year and in connection with the Advisory Contract review at the Meeting, as well as information provided during investment review meetings conducted with portfolio managers and senior investment personnel during the course of the year regarding the fund’s performance. The Board also considered relevant factors, such as overall market conditions and trends that could adversely impact the fund’s performance, length of the fund’s performance track record, and how closely the fund’s strategies align with its benchmarks and peer groups. The Board concluded that the information it considered with respect to the fund’s performance, as well as the other factors considered at the Meeting, supported the Board’s approval of the continuation of the Advisory Contract.
Costs, Benefits, Profits, and Economies of Scale
The Board reviewed detailed information regarding the revenues received by the Adviser under the Advisory Contract and other direct and indirect benefits that the Adviser (and its affiliates) may have realized from its relationship with the fund. In considering soft-dollar arrangements, the Board noted that the Adviser may use brokerage commissions in connection with certain T. Rowe Price funds’ securities transactions to pay for research when permissible, and the Board considered that the Adviser may receive some benefit from soft-dollar arrangements pursuant to which research is received from broker-dealers that execute the applicable fund’s portfolio transactions.
The Board received information on the estimated costs incurred and profits realized by the Adviser from managing the T. Rowe Price funds. The Board also reviewed estimates of the profits realized from managing the fund in particular, and the Board concluded that the Adviser’s profits were reasonable in light of the services provided to the fund.
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APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT(continued)
The Board also considered whether the fund benefits under the fee levels set forth in the Advisory Contract or otherwise from any economies of scale potentially realized by the Adviser. Under the Advisory Contract, the fund pays the Adviser an all-inclusive fee, which is based on the fund’s average daily net assets. The all-inclusive fee includes investment management services and provides for the Adviser to pay all of the fund’s ordinary, recurring operating expenses except for interest and borrowing expenses, taxes, brokerage commissions and other transaction costs, fund proxy expenses, and any nonrecurring extraordinary expenses that may arise. The Adviser has generally implemented an all-inclusive fee structure in situations where a fixed total expense ratio is useful for purposes of providing certainty of fees and expenses for the fund’s investors and such a fee structure is typically used by other ETFs offered by competitors. The all-inclusive fee rate is determined based upon an evaluation of the particular strategy and a competitive analysis of the actively managed ETF industry. In addition, the assets of the fund are included in the calculation of the group fee rate, which serves as a component of the management fee rate for many T. Rowe Price mutual funds and declines at certain asset levels based on the combined average net assets of most of the T. Rowe Price mutual funds and ETFs (including the fund). Although the fund does not have a group fee rate component to its all-inclusive fee, its assets are included in the calculation because certain resources utilized to operate the fund are shared with other T. Rowe Price funds.
In addition, the Board noted that the fund potentially shares in potential economies of scale through the Adviser’s ongoing investments in its business in support of the T. Rowe Price funds, including investments in trading systems, technology, and regulatory support enhancements, and the ability to possibly negotiate lower fee arrangements with third-party service providers. The Board concluded that the all-inclusive fee structure for the fund provides for a reasonable sharing of benefits from potential economies of scale with the fund and its investors.
Fees and Expenses
The Board was provided with information regarding industry trends in exchange-traded fund fees. The Board reviewed and considered information regarding the fund’s actual total expense ratio, noting that the fund pays an all-inclusive fee. Among other things, the Board reviewed data for peer groups that were compiled by Broadridge, which compared: (i) actual management fees and total expenses of the fund with a group of competitor funds selected by Broadridge (Expense Group); and (ii) actual management fees and total expenses of the fund with a broader set of funds within the Lipper investment classification (Expense Universe). The Board considered the fund’s actual management fee rate and total expenses (each of which generally reflect the fund’s all-inclusive fee rate) in comparison with the information for the Broadridge peer groups. Broadridge generally constructed the peer groups by seeking the most comparable actively managed
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APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT(continued)
exchange-traded funds based on similar investment classifications and objectives, expense structure, asset size, and operating components and attributes and ranked funds into quintiles, with the first quintile representing the funds with the lowest relative expenses and the fifth quintile representing the funds with the highest relative expenses. The information provided to the Board indicated that the actual management fee rate ranked in the first quintile (Expense Group and Expense Universe), and the total expenses ranked in the first 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.
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APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT(continued)
Approval of the Advisory Contract
As noted, the Board approved the continuation of the Advisory Contract. No single factor was considered in isolation or to be determinative to the decision. Rather, the Board concluded, in light of a weighting and balancing of all factors considered, that it was in the best interests of the fund and its shareholders for the Board to approve the continuation of the Advisory Contract (including the fees to be charged for services thereunder).
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1307 Point Street
Baltimore, Maryland 21231
Call 1-800-638-5660 to request a prospectus or summary prospectus; each includes investment objectives, risks, fees, expenses, and other information that you should read and consider carefully before investing.
T. Rowe Price Investment Services, Inc.
ETF1073-051 08/26


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

Not applicable.

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

Not applicable.

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

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

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

If applicable, see Item 7.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

Item 16. Controls and Procedures.

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

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

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

Not applicable.

Item 18. Recovery of Erroneously Awarded Compensation.

Not applicable.

 


Item 19. Exhibits.

 

(a)(1)

 

The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is filed with the registrant’s annual Form N-CSR.

    (2)  

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

    (3)  

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

(b)

 

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

 


SIGNATURES

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

 

T. Rowe Price Exchange-Traded Funds, Inc.

By

 

/s/ David Oestreicher

 

David Oestreicher

 

Principal Executive Officer

Date 

 

August 19, 2026

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

 

By

 

/s/ David Oestreicher

 

David Oestreicher

 

Principal Executive Officer

Date 

 

August 19, 2026

 

By

 

/s/ Alan S. Dupski

 

Alan S. Dupski

 

Principal Financial Officer

Date 

 

August 19, 2026


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