T. Rowe Price Active Crypto ETF

The T. Rowe Price Active Crypto ETF is a Delaware statutory trust formed on September 15, 2025, that seeks long-term capital growth through an actively-managed strategy investing in a diversified basket of 5-15 commodity crypto assets classified as Eligible Assets, including bitcoin (BTC), ether (ETH), SOL, XRP, and others, aiming to outperform the FTSE Crypto US Listed Index without tracking it. The Fund holds Eligible Assets, cash, cash equivalents, and USDC stablecoin, trading on U.S. and non-U.S. platforms without leverage or derivatives, with NAV calculated daily using Lukka Digital Asset Median Reference Rates. Shares are issued and redeemed in Creation Units of 10,000 via cash transactions with Authorized Participants, who are registered broker-dealers and DTC participants. The Sponsor, T. Rowe Price Sponsor LLC (formed September 4, 2025), manages operations from 1307 Point Street, Baltimore, Maryland 21231, paying a Management Fee of [X.XX]% per annum of daily NAV while covering routine expenses; the Fund pays brokerage commissions and extraordinary costs. As an emerging growth company under the JOBS Act, it benefits from reduced reporting. The continuous offering registers an indeterminate number of Shares on the Exchange under ticker [ ], with seed capital from an affiliate purchasing initial Shares. The investment thesis targets superior returns via fundamental, valuation, and momentum analysis within a risk framework, providing exposure to crypto assets without direct ownership complexities, though subject to high volatility, regulatory uncertainty, and operational risks detailed in Risk Factors.

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