SEMIANNUAL REPORT

June 30, 2022

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

INVEST WITH CONFIDENCE^®

T. ROWE PRICE DIVIDEND GROWTH ETF

HIGHLIGHTS

■	Despite posting negative absolute returns, the Dividend Growth ETF outperformed its benchmark, the S&P 500 Index, for the six-month period ended June 30, 2022.
■	Our stock choices within consumer discretionary, as well as an underweight position to the sector, benefited relative returns. Similarly, our stock selection and underweight position to information technology added value.
■	The portfolio’s largest sector allocations are in information technology, health care, and financials, where we continue to find compelling risk/reward opportunities.
■	Our preference for high-quality companies with durable growth traits has proven to be a ballast in challenging market conditions, though we continue to build positions in companies we feel will drive performance in any market environment.

Go Paperless

T. ROWE PRICE DIVIDEND GROWTH ETF

Market Commentary

Dear Shareholder

Major stock and bond indexes produced sharply negative results during the first half of 2022 as investors contended with persistently high inflation, tightening financial conditions, and slowing growth.

After reaching an all-time high on January 3, the S&P 500 Index finished the period down about 20%, the worst first half of a calendar year for the index since 1970. Double-digit losses were common in equity markets around the globe, and bond investors also faced a historically tough environment amid a sharp rise in interest rates.

Value shares outperformed growth stocks as equity investors turned risk averse and rising rates put downward pressure on growth stock valuations. Emerging markets stocks held up somewhat better than shares in developed markets due to the strong performance of some oil-exporting countries. Meanwhile, the U.S. dollar strengthened during the period, which weighed on returns for U.S. investors in international securities.

Within the S& P 500, energy was the only bright spot, gaining more than 30% as oil prices jumped in response to Russia’s invasion of Ukraine and the ensuing commodity supply crunch. Typically defensive shares, such as utilities, consumer staples, and health care, finished in negative territory but held up relatively well. The consumer discretionary, communication services, and information technology sectors were the weakest performers. Shares of some major retailers fell sharply following earnings misses driven in part by overstocked inventories.

Inflation remained the leading concern for investors throughout the period. Despite hopes in 2021 that the problem was transitory, and later expectations that inflation would peak in the spring, headline consumer prices continued to grind higher throughout the first half of 2022. The war in Ukraine exacerbated already existing supply chain problems, and other factors, such as the impact of the fiscal and monetary stimulus enacted during the pandemic and strong consumer demand, also pushed prices higher. The May consumer price index report (the last to be issued during our reporting period) showed prices increasing 8.6% over the 12-month period, the largest jump since late 1981.

In response, the Federal Reserve, which at the end of 2021 had forecast that only three 25-basis-point (0.25 percentage point) rate hikes would be necessary in all of 2022, rapidly shifted in a hawkish direction and executed three rate increases in the first six months of the year. The policy moves included hikes of 25, 50, and 75 basis points—the largest single increase since 1994—increasing the central

1

T. ROWE PRICE DIVIDEND GROWTH ETF

bank’s short-term lending benchmark from near zero to a target range of 1.50% to 1.75% by the end of June. In addition, the Fed ended the purchases of Treasuries and agency mortgage-backed securities that it had begun to support the economy early in the pandemic and started reducing its balance sheet in June.

Longer-term bond yields also increased considerably as the Fed tightened monetary policy, with the yield on the benchmark 10-year U.S. Treasury note reaching 3.49% on June 14, its highest level in more than a decade. (Bond prices and yields move in opposite directions.) Higher mortgage rates led to signs of cooling in the housing market.

The economy continued to add jobs during the period, and other indicators pointed to a slowing but still expanding economy. However, the University of Michigan consumer sentiment index dropped in June to its lowest level since records began in 1978 as higher inflation expectations undermined confidence.

Looking ahead, investors are likely to remain focused on whether the Fed can tame inflation without sending the economy into recession, a backdrop that could produce continued volatility. We believe this environment makes skilled active management a critical tool for identifying risks and opportunities, and our investment teams will continue to use fundamental research to identify companies that can add value to your portfolio over the long term.

Thank you for your continued confidence in T. Rowe Price.

Sincerely,

Robert Sharps

CEO and President

2

T. ROWE PRICE DIVIDEND GROWTH ETF

Management’s Discussion of Fund Performance

INVESTMENT OBJECTIVE

The fund seeks dividend income and long-term capital growth.

FUND COMMENTARY

How did the fund perform in the past six months?

The Dividend Growth ETF returned -15.35% for the six-month period ended June 30, 2022. The portfolio outperformed its primary benchmark, the S&P 500 Index, and its peer group, the Lipper Large-Cap Core Funds Index. The portfolio underperformed its style-specific, dividend growth-focused benchmark, the NASDAQ US Broad Dividend Achievers Index. (Past performance cannot guarantee future results.)

What factors influenced the fund’s performance?

U.S. equities dealt with a challenging first half of 2022, with the broad market, as measured by the S&P 500 Index, recording a decline of 19.96% for the six-month period, while the NASDAQ US Broad Dividend Achievers Index, our style-specific benchmark, fell by 12.08%. Markets declined on investor concerns over rising inflation and whether the Federal Reserve’s efforts to curb it would

PERFORMANCE COMPARISON

T. ROWE PRICE DIVIDEND GROWTH ETF

push the economy into a recession. These concerns prompted a sell-off in global equities, particularly in growth stocks, which generate earnings and cash flows over a longer duration and had elevated valuations after a stellar runup since the coronavirus pandemic.

While the portfolio posted negative absolute returns, our focus on buying and holding high-quality companies that have strong balance sheets, durable cash flow generation, and increasing dividends helped the fund outperform its benchmark and once again provide the downside support that has been a consistent feature of the strategy throughout its history.

The most significant contributor to performance was the consumer discretionary sector, where our stock selection and overweight position benefited returns. Our position in Dollar General, the discount retailer, was the largest contributor to relative returns as the company benefited from consumers trading down to value offerings as a result of high inflation. The company avoided the pitfalls of other large retailers by reacting quickly to a shift from discretionary purchases to consumables, adjusting its inventory mix in the process. We believe Dollar General’s largely rural footprint can continue to attract customers who trade down to value offerings due to high inflation, and we like the company’s durable earnings growth potential. (Please refer to the fund’s portfolio of investments for a complete list of our holdings and the amount each represents in the portfolio.)

Our stock selection and underweight position within information technology, which remains the portfolio’s largest sector allocation on an absolute basis, also benefited relative performance. The information technology sector lagged the S&P 500 Index during the period amid high volatility and an indiscriminate sell-off in technology stocks. Elevated inflation, coupled with a rising rates environment and concerns over a possible recession, weighed on many growth-oriented, cyclical names within the space amid concerns of declining future earnings growth. Our preference for the resilient business models and high recurring revenues of payment processors within the IT services industry proved a ballast in a sector that was hit hard by recurring sell-offs in growth stocks. Visa, the world’s largest global payment processor, and Fidelity National Information Services, a global payment processor for banks and financial service providers, both fell during the period but held up better than sector peers. Visa’s increase in payments processed and cross-border transactions were positive indicators that business was getting back to pre-pandemic levels. Similarly, Fidelity National Information Services outperformed sector peers as investors recognized easing headwinds related to changing consumer behaviors and a transition from traditional to digital payments coming out of the pandemic.

4

T. ROWE PRICE DIVIDEND GROWTH ETF

Our underweight position in communication services also contributed to relative returns. The sector remains our largest underweight position relative to the S&P 500 Index, as several of the largest positions in the benchmark do not pay dividends. Our underweight exposure to names in media and entertainment had a notable positive impact on performance amid slowing earnings and growth prospects and increased competition from peers.

The energy sector was the portfolio’s largest detractor from relative performance, primarily due to our underweight position. After a historic fall when the pandemic began, energy prices have been on a continuous uptrend with demand outpacing supply, which remains tight globally. This trend also continues to be accentuated by the ongoing geopolitical situation in Europe as it sparked further concerns about an already limited energy supply. Our holdings within the sector are good capital allocators, have strong balance sheets, and have been consistent dividend growers. However, we will continue to maintain our structural underweight in the sector as companies’ variability in earnings due to the link with commodity prices is generally outside our scope.

How is the fund positioned?

As shown in the Sector Diversification table on the next page, the fund’s largest allocations at the end of the period were in information technology, health care, and financials. These are sectors where we believe we can find high-quality companies with sustainable competitive advantages, durable business models, attractive valuations, and potential for strong dividend growth.

Our most significant positioning changes came within consumer staples, which is generally viewed as a defensive segment of the market. We initiated several new positions within the sector as the downturn created attractive valuations to buy names we feel could provide the durable growth we favor over the long term.

We initiated a position in Walmart during the period. We believe the pandemic strengthened Walmart’s long-term outlook as its e-commerce initiatives, such as Walmart+, and digital advertising can enhance revenue streams and add meaningful value. We like the company’s domestically focused business plan and potential to attract more consumers trading down in value in the face of inflationary concerns. We also initiated a position in Keurig Dr. Pepper, a packaged beverage leader with significant market share in both coffee and soft drinks. We like the company’s management team and its thoughtful capital allocation and feel it can benefit from food service recovery, increased new plant productivity, and the potential from healthy free cash flow.

5

T. ROWE PRICE DIVIDEND GROWTH ETF

We also added to our position in Philip Morris International, which announced a $16 billion purchase agreement for the makers of the popular Zyn oral nicotine pouch, Swedish Match. The purchase offers Philip Morris International a route back into the U.S. market after its spinoff from Altria did not produce the expected synergies and can increase the company’s stronghold in the smoke-free segment.

While information technology remains our top position, our largest trims of the period were in the sector. We sold shares of the portfolio’s top holding, Microsoft, to lock in profits and help fund attractive ideas in other sectors. Microsoft remains a core holding due to our belief in the growth of its Intelligent Cloud segment featuring its Azure and Office365 platforms, its smart capital allocation, and the potential of its push into analytics and artificial intelligence.

We added to several positions within health care during the period, as we like the innovation in the sector and we believe certain industries offer compelling, relatively stable growth potential. We added shares of the global biopharmaceutical company AstraZeneca during the period. The company is in the early stages of a new product cycle and has done a good job of investing in research and development. We believe it will be able to expand revenue growth over the long term. We also bought shares of longtime holding Becton, Dickinson & Company, the largest manufacturer of single-use medical needles, syringes, and blood collection devices. We are attracted to the defensive, recurring nature of its business, which insulates it from inflation and other economic factors.

In communication services, we sold shares of Comcast, the largest U.S. cable operator during the period. The company is facing challenging headwinds on retaining subscribers for its cable and broadband services, and we are monitoring its long-term capital allocation as it relates to the growth of its media arm to support the Peacock streaming platform.

What is portfolio management’s outlook?

We remain in a period of heightened volatility, given still-elevated inflation (largely driven by high energy prices), rising interest rates, and the very fluid geopolitical situation in Europe. We expect volatility to persist until inflation shows signs of cooling, we have greater clarity on the Fed’s path for raising rates, and the conflict in Ukraine moves toward resolution.

Our expectation is for more muted market returns going forward, which will be driven by the more fundamental drivers of earnings growth and dividends, with valuation a likely headwind. Against this backdrop, we believe our strategy is particularly well positioned to navigate the complex market environment ahead, as it should favor stocks generating earnings and cash flows over a shorter

6

T. ROWE PRICE DIVIDEND GROWTH ETF

duration. As long-term investors, we view heightened volatility as an opportunity to buy high-quality stocks at discounted prices. Fundamentals matter, and, over full market cycles, they are the primary determinant for long-term, enduring share price appreciation.

As always, our focus remains on buying and holding high-quality companies trading at relatively attractive valuations that offer a combination of durable earnings growth, strong cash flow generation, and increasing dividends. Stock selection is expected to be our primary relative performance driver over the long term, and we are confident that our in-depth independent research and collaborative investment approach can add value by continuing to generate superior risk-adjusted returns for our investors.

SECTOR DIVERSIFICATION

7

T. ROWE PRICE DIVIDEND GROWTH ETF

RISKS OF STOCK INVESTING

A fund’s share price can fall because of weakness in the stock or bond markets, a particular industry, or specific holdings. Stock markets can decline for many reasons, including adverse political or economic developments, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, the investment manager’s assessment of companies held in a fund may prove incorrect, resulting in losses or poor performance, even in rising markets. Funds investing in stocks with a dividend orientation may have somewhat lower potential for price appreciation than those concentrating on rapidly growing firms. Also, a company may reduce or eliminate its dividend.

BENCHMARK INFORMATION

Note: The S& P 500 Index is a product of S&P Dow Jones Indices LLC, a division of S&P Global, or its affiliates (“SPDJI”) and has been licensed for use by T. Rowe Price. Standard & Poor’s^® and S&P^® are registered trademarks of Standard & Poor’s Financial Services LLC, a division of S&P Global (“S&P”); Dow Jones^® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); T. Rowe Price is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, or their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index.

Note: The NASDAQ Broad Dividend Achievers Index is composed of U.S. accepted securities with at least 10 consecutive years of increasing annual regular dividend payments.

Note: Portions of the mutual fund information contained in this report was supplied by Lipper, a Refinitiv Company, subject to the following: Copyright 2022 © Refinitiv. All rights reserved. Any copying, republication or redistribution of Lipper content is expressly prohibited without the prior written consent of Lipper. Lipper shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

8

T. ROWE PRICE DIVIDEND GROWTH ETF

PORTFOLIO HIGHLIGHTS

9

T. ROWE PRICE DIVIDEND GROWTH ETF

GROWTH OF $10,000

This chart shows the value of a hypothetical $10,000 investment in the fund over the past 10 fiscal year periods or since inception (for funds lacking 10-year records). The result is compared with benchmarks, which include a broad-based market index and may also include a peer group average or index. Market indexes do not include expenses, which are deducted from fund returns as well as mutual fund averages and indexes.

Note: See the Average Annual Compound Total Return table.

10

T. ROWE PRICE DIVIDEND GROWTH ETF

AVERAGE ANNUAL COMPOUND TOTAL RETURN

PREMIUM/DISCOUNT INFORMATION

The frequency at which the daily market prices were at a discount or premium to the fund’s net asset value is available on the fund’s website (troweprice.com).

EXPENSE RATIO

11

T. ROWE PRICE DIVIDEND GROWTH ETF

FUND EXPENSE EXAMPLE

As a shareholder, you may incur two types of costs: (1) transaction costs, such as brokerage commissions on purchases and sales, and (2) ongoing costs, including management fees and other fund expenses. The following example is intended to help you understand your ongoing costs (in dollars) of investing in the fund and to compare these costs with the ongoing costs of investing in other funds. The example is based on an investment of $1,000 invested at the beginning of the most recent six-month period and held for the entire period.

Actual Expenses

The first line of the following table (Actual) provides information about actual account values and expenses based on the fund’s actual returns. You may use the information on this line, together with your account balance, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number on the first line under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The information on the second line of the table (Hypothetical) is based on hypothetical account values and expenses derived from the fund’s actual expense ratio and an assumed 5% per year rate of return before expenses (not the fund’s actual return). You may compare the ongoing costs of investing in the fund with other funds by contrasting this 5% hypothetical example and the 5% hypothetical examples that appear in the shareholder reports of the other funds. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period.

You should also be aware that the expenses shown in the table highlight only your ongoing costs and do not reflect any transaction costs, such as brokerage commissions paid on purchases and sales of shares. Therefore, the second line of the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. To the extent a fund charges transaction costs, however, the total cost of owning that fund is higher.

12

T. ROWE PRICE DIVIDEND GROWTH ETF

FUND EXPENSE EXAMPLE (continued)

13

T. ROWE PRICE DIVIDEND GROWTH ETF

Unaudited

FINANCIAL HIGHLIGHTS

For a share outstanding throughout each period

---

	6 Months Ended	Year Ended	8/4/20(1) Through
	6/30/22	12/31/21	12/31/20
NET ASSET VALUE
Beginning of period	$ 35.32	$ 28.26	$ 25.00
Investment activities
Net investment income(2) (3)	0.19	0.33	0.14
Net realized and unrealized gain/loss	(5.60)	7.01	3.24
Total from investment activities	(5.41)	7.34	3.38
Distributions
Net investment income	(0.16)	(0.28)	(0.12)
NET ASSET VALUE
End of period	$ 29.75	$ 35.32	$ 28.26
Ratios/Supplemental Data
Total return, based on NAV(3) (4)	(15.35)%	26.09%	13.52%
Ratios to average net assets:(3)
Gross expenses before waivers/payments by Price Associates	0.50%(5)	0.50%	0.50%(5)
Net expenses after waivers/payments by Price Associates	0.50%(5)	0.50%	0.50%(5)
Net investment income	1.16%(5)	1.01%	1.31%(5)
Portfolio turnover rate(6)	9.3%	12.1%	6.7%
Net assets, end of period (in thousands)	$ 141,180	$ 126,811	$ 37,020

    

(1)	Inception date
(2)	Per share amounts calculated using average shares outstanding method.
(3)	See Note 5 for details to 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.

14

T. ROWE PRICE DIVIDEND GROWTH ETF

June 30, 2022 Unaudited

PORTFOLIO OF INVESTMENTS‡	Shares	$ Value
(Cost and value in $000s)
COMMON STOCKS 96.5%
COMMUNICATION SERVICES 1.5%
Entertainment 0.7%
Walt Disney (1)	10,498	991
		991
Media 0.8%
Comcast, Class A	27,477	1,078
		1,078
Total Communication Services		2,069
CONSUMER DISCRETIONARY 7.8%
Hotels Restaurants & Leisure 3.2%
Hilton Worldwide Holdings	11,444	1,275
Las Vegas Sands (1)	15,271	513
Marriott International, Class A	2,721	370
McDonald's	6,593	1,628
Yum! Brands	6,993	794
		4,580
Multiline Retail 1.7%
Dollar General	9,701	2,381
		2,381
Specialty Retail 2.5%
Home Depot	5,870	1,610
Ross Stores	18,632	1,308
Tractor Supply	2,918	566
		3,484

15

T. ROWE PRICE DIVIDEND GROWTH ETF

	Shares	$ Value
(Cost and value in $000s)
Textiles, Apparel & Luxury Goods 0.4%
NIKE, Class B	4,795	490
		490
Total Consumer Discretionary		10,935
CONSUMER STAPLES 8.7%
Beverages 3.5%
Coca-Cola	32,775	2,062
Diageo, ADR	2,814	490
Keurig Dr Pepper	13,876	491
PepsiCo	11,852	1,975
		5,018
Food & Staples Retailing 1.3%
Costco Wholesale	1,642	787
Walmart	8,205	997
		1,784
Food Products 2.3%
McCormick	9,278	773
Mondelez International	39,222	2,435
		3,208
Household Products 0.7%
Colgate-Palmolive	5,478	439
Kimberly-Clark	3,653	494
		933
Tobacco 0.9%
Philip Morris International	13,175	1,301
		1,301
Total Consumer Staples		12,244

16

T. ROWE PRICE DIVIDEND GROWTH ETF

	Shares	$ Value
(Cost and value in $000s)
ENERGY 1.9%
Oil, Gas & Consumable Fuels 1.9%
EOG Resources	12,622	1,394
TotalEnergies, ADR	23,968	1,262
Total Energy		2,656
FINANCIALS 13.6%
Banks 3.4%
Bank of America	40,847	1,272
JPMorgan Chase	18,986	2,138
Wells Fargo	36,236	1,419
		4,829
Capital Markets 3.9%
Charles Schwab	26,157	1,653
CME Group	4,322	885
Goldman Sachs Group	2,506	744
Morgan Stanley	19,294	1,467
S&P Global	2,247	757
		5,506
Consumer Finance 0.5%
American Express	4,626	641
		641
Insurance 5.8%
Aon, Class A	4,856	1,310
Chubb	13,726	2,698
Hartford Financial Services Group	11,600	759
Marsh & McLennan	17,042	2,646
Progressive	6,376	741
Willis Towers Watson	506	100
		8,254
Total Financials		19,230

17

T. ROWE PRICE DIVIDEND GROWTH ETF

	Shares	$ Value
(Cost and value in $000s)
HEALTH CARE 18.6%
Biotechnology 1.8%
AbbVie	16,439	2,518
		2,518
Health Care Equipment & Supplies 2.8%
Becton Dickinson	7,686	1,895
Embecta (1)	322	8
Medtronic	7,451	669
Stryker	6,831	1,359
		3,931
Health Care Providers & Services 4.0%
Cigna	5,057	1,332
UnitedHealth Group	8,319	4,273
		5,605
Life Sciences Tools & Services 5.2%
Agilent Technologies	11,714	1,392
Danaher	13,243	3,357
Thermo Fisher Scientific	4,813	2,615
		7,364
Pharmaceuticals 4.8%
AstraZeneca, ADR	26,002	1,718
Eli Lilly	5,264	1,707
Johnson & Johnson	10,334	1,834
Zoetis	8,709	1,497
		6,756
Total Health Care		26,174
INDUSTRIALS & BUSINESS SERVICES 12.3%
Aerospace & Defense 1.4%
Howmet Aerospace	17,834	561

18

T. ROWE PRICE DIVIDEND GROWTH ETF

	Shares	$ Value
(Cost and value in $000s)
Northrop Grumman	2,986	1,429
		1,990
Air Freight & Logistics 1.1%
United Parcel Service, Class B	8,181	1,493
		1,493
Building Products 0.2%
Trane Technologies	2,400	312
		312
Commercial Services & Supplies 1.4%
Cintas	557	208
Waste Connections	14,018	1,738
		1,946
Electrical Equipment 0.1%
Rockwell Automation	1,013	202
		202
Industrial Conglomerates 3.8%
General Electric	23,464	1,494
Honeywell International	11,004	1,913
Roper Technologies	4,818	1,901
		5,308
Machinery 1.8%
Cummins	3,161	612
Deere	828	248
Illinois Tool Works	6,048	1,102
Otis Worldwide	8,755	619
		2,581
Professional Services 0.4%
Equifax	2,944	538
		538

19

T. ROWE PRICE DIVIDEND GROWTH ETF

	Shares	$ Value
(Cost and value in $000s)
Road & Rail 2.1%
JB Hunt Transport Services	4,628	729
Old Dominion Freight Line	2,800	717
Union Pacific	7,384	1,575
		3,021
Total Industrials & Business Services		17,391
INFORMATION TECHNOLOGY 19.2%
Electronic Equipment, Instruments & Components 1.4%
Amphenol, Class A	13,434	865
TE Connectivity	10,167	1,150
		2,015
IT Services 6.3%
Accenture, Class A	9,403	2,611
Automatic Data Processing	4,832	1,015
Broadridge Financial Solutions	8,540	1,217
Fidelity National Information Services	15,263	1,399
Visa, Class A	13,641	2,686
		8,928
Semiconductors & Semiconductor Equipment 2.9%
Applied Materials	7,155	651
KLA	920	293
Microchip Technology	11,505	668
QUALCOMM	4,328	553
Texas Instruments	12,175	1,871
		4,036
Software 5.2%
Microsoft	28,678	7,366
		7,366

20

T. ROWE PRICE DIVIDEND GROWTH ETF

	Shares	$ Value
(Cost and value in $000s)
Technology Hardware, Storage & Peripherals 3.4%
Apple	35,122	4,802
		4,802
Total Information Technology		27,147
MATERIALS 5.3%
Chemicals 3.1%
Air Products & Chemicals	2,704	650
Linde	4,850	1,395
Nutrien	5,200	414
RPM International	7,554	595
Sherwin-Williams	5,713	1,279
		4,333
Containers & Packaging 2.2%
Avery Dennison	7,382	1,195
Ball	16,803	1,155
Sealed Air	14,584	842
		3,192
Total Materials		7,525
REAL ESTATE 3.3%
Equity Real Estate Investment Trusts 3.3%
American Tower, REIT	7,307	1,868
Crown Castle International, REIT	5,754	969
Equity Residential, REIT	25,718	1,857
Total Real Estate		4,694
UTILITIES 4.3%
Electric Utilities 1.0%
NextEra Energy	19,114	1,481
		1,481

21

T. ROWE PRICE DIVIDEND GROWTH ETF

	Shares	$ Value
(Cost and value in $000s)
Gas Utilities 0.6%
Atmos Energy	7,745	868
		868
Multi-Utilities 2.6%
Ameren	15,501	1,400
CMS Energy	19,273	1,301
WEC Energy Group	9,310	937
		3,638
Water Utilities 0.1%
American Water Works	677	101
		101
Total Utilities		6,088
Total Common Stocks (Cost $139,362)		136,153
SHORT-TERM INVESTMENTS 3.5%
Money Market Funds 3.5%
State Street Institutional U.S. Government Money Market Fund, 1.43% (2)	4,990,376	4,990
Total Short-Term Investments (Cost $4,990)		4,990
Total Investments in Securities 100.0% of Net Assets (Cost $144,352)		$141,143

    

‡	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.

22

T. ROWE PRICE DIVIDEND GROWTH ETF

June 30, 2022 Unaudited

    STATEMENT OF ASSETS AND LIABILITIES    

($000s, except shares and per share amounts)

Assets
Investments in securities, at value (cost $144,352)	$141,143
Interest and dividends receivable	160
Receivable for investment securities sold	158
Other assets	2
Total assets	141,463
Liabilities
Payable for investment securities purchased	224
Investment management and administrative fees payable	57
Other liabilities	2
Total liabilities	283
NET ASSETS	$141,180
Net assets consists of:
Total distributable earnings (loss)	$(2,739)
Paid-in capital applicable to 4,745,000 shares of $0.0001 par value capital stock outstanding; 4,000,000,000 shares authorized	143,919
NET ASSETS	$141,180
NET ASSET VALUE PER SHARE	$29.75

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

23

T. ROWE PRICE DIVIDEND GROWTH ETF

Unaudited

    STATEMENT OF OPERATIONS    

($000s)

	6 Months Ended 6/30/22
Investment Income (Loss)
Dividend income (net of foreign taxes of $5)	$1,052
Investment management and administrative expense	317
Net investment income	735
Realized and Unrealized Gain / Loss
Net realized gain (loss)
Securities	(1,311)
In-kind redemptions	1,890
Net realized gain	579
Change in net unrealized gain / loss on securities	(23,408)
Net realized and unrealized gain / loss	(22,829)
DECREASE IN NET ASSETS FROM OPERATIONS	$(22,094)

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

24

T. ROWE PRICE DIVIDEND GROWTH ETF

Unaudited

    STATEMENT OF CHANGES IN NET ASSETS    

($000s)

	6 Months Ended 6/30/22		Year Ended 12/31/21
Increase (decrease) in Net Assets
Operations
Net investment income	$735		$776
Net realized gain	579		129
Change in net unrealized gain / loss	(23,408)		16,996
Increase (decrease) in net assets from operations	(22,094)		17,901
Distributions to shareholders
Net earnings	(691)		(762)
Capital share transactions*
Shares sold	45,408		73,341
Shares redeemed	(8,254)		(689)
Increase in net assets from capital share transactions	37,154		72,652
Net Assets
Increase during period	14,369		89,791
Beginning of period	126,811		37,020
End of period	$141,180		$126,811
*Share information
Shares sold	1,405		2,300
Shares redeemed	(250)		(20)
Increase in shares outstanding	1,155		2,280

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

25

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 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

26

T. ROWE PRICE DIVIDEND GROWTH ETF

received. Distributions to shareholders are recorded on the ex-dividend date. Income distributions, if any, are declared and paid quarterly. A capital gain distribution may also be declared and paid by the fund annually. Dividends and distributions cannot be automatically reinvested in additional shares of the fund.

Capital Share 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). 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. (NYSE Arca) 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). The fund’s shares are ordinarily valued as of the close of regular trading (normally 4:00 p.m. Eastern time) on each day that the NYSE Arca is open.

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.

NOTE  2  –   VALUATION

Security Valuation

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 T. Rowe Price Valuation Committee (the Valuation Committee) is an internal committee that has been delegated certain responsibilities by the fund’s Board

27

T. ROWE PRICE DIVIDEND GROWTH ETF

of Directors (the Board) to ensure that financial instruments are appropriately priced at fair value in accordance with GAAP and the 1940 Act. Subject to oversight by the Board, the Valuation Committee develops and oversees pricing-related policies and procedures and approves all fair value determinations. Specifically, the Valuation Committee establishes policies and procedures used in valuing financial instruments, including those which cannot be valued in accordance with normal procedures or using pricing vendors; determines pricing techniques, sources, and persons eligible to effect fair value pricing actions; evaluates the services and performance of the pricing vendors; oversees the pricing process to ensure policies and procedures are being followed; and provides guidance on internal controls and valuation-related matters. The Valuation Committee 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 fund’s own 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.

28

T. ROWE PRICE DIVIDEND GROWTH ETF

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 and the last quoted sale or closing price for international 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 or market-based valuations are not readily available or deemed unreliable are valued at fair value as determined in good faith by the Valuation Committee, in accordance with fair valuation policies and procedures. The objective of any fair value pricing determination is to arrive at a price that could reasonably be expected from a current sale. Financial instruments fair valued by the Valuation Committee are primarily private placements, restricted securities, warrants, rights, and other securities that are not publicly traded. Factors used in determining fair value vary by type of investment and may include market or investment specific considerations. The Valuation Committee typically will afford 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 Committee 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 and updated as information becomes available, including actual purchase and sale transactions of the investment. Because any fair value determination involves a significant amount of judgment, there is a degree of subjectivity inherent in such pricing decisions, and fair value prices determined by the Valuation Committee could differ from those of other market participants.

Valuation Inputs

On June 30, 2022, all of the fund’s financial instruments were classified as Level 1, based on the inputs used to determine their fair values.

29

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 $12,420,000 and $11,602,000, respectively, for the six months ended June 30, 2022. Portfolio securities received or delivered through in-kind transactions aggregated $42,678,000 and $7,017,000, respectively, for the six months ended June 30, 2022.

NOTE  4  –   FEDERAL INCOME TAXES

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, 2021, the fund had $114 of available capital loss carryforwards.

At June 30, 2022, the cost of investments for federal income tax purposes was $144,465,000. Net unrealized loss aggregated $3,322,000 at period-end, of which $5,526,000 related to appreciated investments and $8,848,000 related to depreciated investments.

NOTE  5  –   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 and administrative agreement between the fund and Price Associates provides for an all-inclusive annual 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 expenses.

30

T. ROWE PRICE DIVIDEND GROWTH ETF

As of June 30, 2022, T. Rowe Price Group, Inc., or its wholly owned subsidiaries, owned 600,000 shares of the fund, representing 13% 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, 2022, fund had no purchases or sales cross trades with other funds or accounts advised by Price Associates.

Price Associates has voluntarily agreed to reimburse the fund from its own resources on a monthly basis for the cost of investment research embedded in the cost of the fund’s securities trades. This agreement may be rescinded at any time. For the six months ended June 30, 2022, this reimbursement amounted to $1,000, which is included in Net realized gain (loss) on Securities in the Statement of Operations.

NOTE  6  –   OTHER MATTERS

Unpredictable events such as environmental or natural disasters, war, terrorism, pandemics, outbreaks of infectious diseases, and similar public health threats may significantly affect the economy and the markets and issuers in which a fund invests. Certain 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. Since 2020, a novel strain of coronavirus (COVID-19) has resulted in disruptions to global business activity and caused significant volatility and declines in global financial markets. In February 2022, Russian forces entered Ukraine and commenced an armed conflict leading to economic sanctions being imposed on Russia and certain of its citizens, creating impacts on Russian-related stocks and debt and greater volatility in global markets. These are recent examples of global events which may have an impact on the fund’s performance, which could be negatively impacted if the value of a portfolio holding were harmed by these and such other events. Management is actively monitoring the risks and financial impacts arising from these events.

31

T. ROWE PRICE DIVIDEND GROWTH ETF

INFORMATION ON PROXY VOTING POLICIES, PROCEDURES, AND RECORDS

A description of the policies and procedures used by T. Rowe Price funds and portfolios to determine how to vote proxies relating to portfolio securities is available in each fund’s Statement of Additional Information. You may request this document by calling 1-800-638-5660 or by accessing the SEC’s website, sec.gov.

The description of our proxy voting policies and procedures is also available on our corporate website. To access it, please visit the following Web page:

https://www.troweprice.com/corporate/en/utility/policies.html

Scroll down to the section near the bottom of the page that says, “Proxy Voting Policies.” Click on the Proxy Voting Policies link in the shaded box.

Each fund’s most recent annual proxy voting record is available on our website and through the SEC’s website. To access it through T. Rowe Price, visit the website location shown above, and scroll down to the section near the bottom of the page that says, “Proxy Voting Records.” Click on the Proxy Voting Records link in the shaded box.

HOW TO OBTAIN QUARTERLY PORTFOLIO HOLDINGS

The fund files a complete schedule of portfolio holdings with the Securities and Exchange Commission (SEC) for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT is available electronically on the SEC’s website (sec.gov).

32

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 7–8, 2022 (Meeting), the Board, including all of the fund’s independent directors, 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 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. 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 included, but were 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; 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 it was satisfied with the nature, quality, and extent of the services provided by the Adviser.

Investment Performance of the Fund

The Board took into account discussions with the Adviser and reports that it receives throughout the year relating to fund performance. In connection with the Meeting, the Board reviewed the fund’s total returns for various periods through December 31, 2021, and compared these returns with the performance of a peer group of funds with similar

33

T. ROWE PRICE DIVIDEND GROWTH ETF

APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)

investment programs and a wide variety of other previously agreed-upon comparable performance measures and market data, including relative performance information as of September 30, 2021, supplied by Broadridge, which is an independent provider of mutual fund data.

On the basis of this evaluation and the Board’s ongoing review of investment results, and factoring in the relative market conditions during certain of the performance periods, the Board concluded that the fund’s performance was satisfactory.

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 pursuant to which research may be received from broker-dealers that execute the fund’s portfolio transactions, the Board noted that the Adviser bears the cost of research services for all client accounts that it advises, including the T. Rowe Price funds. The Board received information on the estimated costs incurred and profits realized by the Adviser from managing the T. Rowe Price mutual funds and ETFs. While the Board did not review information regarding profits realized from managing the fund in particular because the fund had either not achieved sufficient portfolio asset size or not recognized sufficient revenues to produce meaningful profit margin percentages, the Board concluded that the Adviser’s profits were reasonable in light of the services provided to the T. Rowe Price mutual funds and ETFs.

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 realized by the Adviser. Under the Advisory Contract, the fund pays the Adviser an all-inclusive management fee based on the fund’s average daily net assets. The all-inclusive management 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 management fee structure in situations where a fixed total expense ratio is useful for purposes of providing certainty of fees and expenses for investors and such a fee structure is typically used by other ETFs offered by competitors. The Adviser has historically sought to set the initial all-inclusive management fee rate at levels below the expense ratios of comparable funds to take into account potential future economies of scale. 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 for many T. Rowe Price funds and declines at certain asset levels based on the combined average net assets of most of the T. Rowe Price funds. Although the fund does not have a group fee component to its management fee, its assets

34

T. ROWE PRICE DIVIDEND GROWTH ETF

APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)

are included in the calculation because certain resources utilized to operate the fund are shared with other T. Rowe Price funds. The Board concluded that the advisory fee structure for the fund continued to be appropriate.

Fees and Expenses

The Board was provided with information regarding industry trends in management fees and expenses. Among other things, the Board reviewed data for peer groups that were compiled by Broadridge, which compared: (i) actual management fees, nonmanagement expenses, and total expenses of the fund with a group of competitor funds selected by Broadridge (Expense Group) and (ii) actual management fees, nonmanagement expenses, 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 in comparison with the information for the Broadridge peer groups. Broadridge generally constructed the peer groups by seeking the most comparable 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 fund’s actual management fee rate ranked in the first quintile (Expense Group and Expense Universe) and the fund’s total expenses ranked in the first quintile (Expense Group and Expense Universe).

The Board also reviewed the fee schedules for other investment portfolios with similar mandates that are advised or subadvised by the Adviser and its affiliates, including separately managed accounts for institutional and individual investors; subadvised funds; and other sponsored investment portfolios, including collective investment trusts and pooled vehicles organized and offered to investors outside the United States. Management provided the Board with information about the Adviser’s responsibilities and services provided to subadvisory and other institutional account clients, including information about how the requirements and economics of the institutional business are fundamentally different from those of the proprietary mutual fund business. The Board considered information showing that the Adviser’s mutual fund business is generally more complex from a business and compliance perspective than its institutional account business and considered various relevant factors, such as the broader scope of operations and oversight, more extensive shareholder communication infrastructure, greater asset flows, heightened business risks, and differences in applicable laws and regulations associated with the Adviser’s proprietary mutual 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 mutual 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.

35

T. ROWE PRICE DIVIDEND GROWTH ETF

APPROVAL OF INVESTMENT MANAGEMENT AGREEMENT (continued)

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.

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).

36

This page intentionally left blank.

100 East Pratt Street

Baltimore, MD 21202

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.

202208-2171067

T. Rowe Price Investment Services, Inc.

ETF786-051 8/22