ANNUAL REPORT

December 31, 2021

	T. ROWE PRICE
TCHP	Blue Chip Growth ETF
	For more insights from T. Rowe Price investment professionals, go to troweprice.com.

INVEST WITH CONFIDENCE^®

T. ROWE PRICE BLUE CHIP GROWTH ETF

HIGHLIGHTS

■	The Blue Chip Growth ETF generated a solid absolute return in the 12-month period ended December 31, 2021, but significantly underperformed its benchmark, the S&P 500 Index. The fund also lagged the style-specific Russell 1000 Growth Index and its peer group, the Lipper Large-Cap Growth Funds Index.
■	The consumer discretionary, information technology, and communication services sectors were among the largest relative detractors. On the positive side, underweight allocations to consumer staples, utilities, and industrials and business services helped relative performance to a lesser extent.
■	The fund’s top sector allocations are in information technology, communication services, and consumer discretionary—areas that we believe offer the most fertile ground for innovation and growth.
■	Overall, we continue to emphasize high-quality growth companies that we believe can generate durable earnings and free cash flow growth in most economic and regulatory environments.

Go Paperless

T. ROWE PRICE BLUE CHIP GROWTH ETF

Market Commentary

Dear Shareholders

Major stock and bond indexes produced mixed results during 2021 as strong corporate earnings growth and a recovering economy contended with worries about inflation, new coronavirus variants, and less accommodative central banks. Most developed market stock benchmarks finished the year with positive returns, although gains slowed in the second half of the year, while fixed income returns faced headwinds from rising interest rates.

Large-cap U.S. growth stocks delivered the strongest returns, but solid results were common in many developed markets. However, emerging markets stock benchmarks struggled amid a significant equity market downturn in China.

The large-cap S&P 500 Index returned almost 29%, marking its third straight year of positive returns. Robust results were widespread across the benchmark—according to Bloomberg data, 2021 marked the first year that all of the S&P 500 sectors recorded double-digit gains. The energy sector, which was the worst performer in 2020, was the leader in 2021 amid a sharp increase in oil prices, and real estate stocks also rebounded from a down year as strong demand led to rising rents. Financial and information technology stocks also produced excellent returns and outperformed the broad market.

In the fixed income market, rising Treasury yields weighed on performance, but below investment-grade corporate bonds delivered solid results as they benefited from improving fundamentals and investor demand for higher-yielding securities. (Bond prices and yields move in opposite directions.)

A robust increase in corporate earnings growth appeared to be a significant performance driver during the year. According to FactSet, overall earnings for the S&P 500 rose 89% in the second quarter of 2021 versus the year before, the fastest pace since 2009, and while third-quarter earnings slowed, they continued to beat expectations at an impressive pace. Despite the significant rally in the S&P 500 during 2021, the index’s price/earnings ratio actually fell over that period as earnings rose faster than stock prices. Although economic growth showed signs of slowing at times, data remained generally positive through the end of the period. The unemployment rate, which started the year at 6.7%, fell to 3.9% by December, and job openings reached a record high.

However, optimism surrounding strong earnings and employment gains was tempered by inflation concerns. Prices surged as the release of pent-up demand and supply chain disruptions contributed to higher inflation around the globe.

1

T. ROWE PRICE BLUE CHIP GROWTH ETF

In the U.S., the 6.8% increase in the consumer price index for the 12-month period ended in November was the highest level since 1982, a factor that may have contributed to a decline in consumer sentiment late in the year.

Meanwhile, central banks began to move away from the extremely accommodative policies they instituted in response to the initial wave of the coronavirus. The Federal Reserve began trimming its purchases of Treasuries and agency mortgage-backed securities in November, and policymakers indicated that they could soon start raising short-term interest rates.

How markets respond to the normalization of monetary policy is an open question. While fading stimulus might pose some challenges for investors, I believe it could contribute to a return of price sensitivity in global markets, which bodes well for selective investors focused on fundamentals.

Elevated valuations, higher inflation, and the continuing struggle to control the pandemic also pose potential challenges for financial markets in 2022. However, on the positive side, household wealth gains, pent-up consumer demand, and a potential boom in capital expenditures could sustain growth even as monetary policy turns less supportive. In this environment, our investment teams will remain focused on using 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

President and CEO

2

T. ROWE PRICE BLUE CHIP GROWTH ETF

Management’s Discussion of Fund Performance

INVESTMENT OBJECTIVE

The fund seeks to provide long-term capital growth. Income is a secondary objective.

FUND COMMENTARY

How did the fund perform in the past 12 months?

The Blue Chip Growth ETF returned 18.16% (based on net asset value) and 18.07% (at market price) for the 12 months ended December 31, 2021, significantly underperforming its benchmark, the S&P 500 Index. The fund also lagged the style-specific Russell 1000 Growth Index and its peer group, the Lipper Large-Cap Growth Funds Index. (Past performance cannot guarantee future results.)

What factors influenced the fund’s performance?

The consumer discretionary, information technology (IT), and communication

PERFORMANCE COMPARISON

T. ROWE PRICE BLUE CHIP GROWTH ETF

services sectors were among the largest relative detractors. On the positive side, underweight allocations to consumer staples, utilities, and industrials and business services helped relative performance to a lesser extent.

In the consumer discretionary sector, Amazon.com, one of the portfolio’s largest holdings, was a significant detractor. After a strong 2020, the increase in the stock price stalled in 2021 and the name underperformed the market. Although its fundamental performance held up through the first half of 2021, Amazon.com contended with difficult pandemic-era earnings comparisons and lower profitability driven by rising costs over the latter portion of the year, which were tied to investments in capacity that we believe will enable future growth and faster delivery. Management also cautioned that the company could continue to face higher incremental costs during the holiday season amid labor shortages. An underweight in Tesla also weighed on relative returns. Shares skyrocketed late in the year as the company successfully ramped up production amid a global supply chain disruption to meet strong demand for electric vehicles. Profitability also benefited from a mix of higher-margin Model Y deliveries, particularly in China. We initiated a position during the year, reducing our underweight, as we became increasingly constructive on the long-term view and are encouraged by recent data points showing strong fundamental performance. Alibaba Group Holding also weighed on returns due to severe regulatory headwinds, and we pared our exposure to the name as a result. (Please refer to our portfolio of investments for a complete list of holdings and the amount each represents in the portfolio.)

Within IT, the payment space was a major source of weakness as concerns about cross-border transaction volumes and industry disruption weighed on several portfolio holdings. Shares of Global Payments began to descend midway through the period after a long-awaited recovery in merchant payment volumes outside the U.S. failed to materialize. Total operating expenses for the third quarter experienced a significant year-over-year increase due to rising operating costs. Visa and MasterCard suffered on negative sentiment related to the uncertain timing of the cross-border recovery and industry disintermediation concerns. Shares of Block (formerly called Square) and PayPal Holdings plunged late in the year. Block suffered due to valuation worries amid an ongoing revenue growth slowdown and rising inflation concerns that generally hit growth stocks. PayPal underperformed amid concerns of falling market share and reduced margins as a wide wave of emerging fintech companies began offering payment solutions. A faster-than-expected decline in the company’s business with eBay also had a negative impact.

In communication services, underperformance was driven by an overweight allocation, although positive stock selection mitigated losses.

4

T. ROWE PRICE BLUE CHIP GROWTH ETF

Beneficial underweight allocations to certain underperforming areas of the market provided the majority of the portfolio’s value added. Traditionally defensive sectors such as consumer staples and utilities trailed in 2021 amid expansionary monetary policy and a burgeoning economic recovery. By the end of the year, we had no exposure to stocks in either sector, as these areas of the market typically lack compelling growth opportunities that meet our investment criteria.

How is the fund positioned?

Information technology remains our largest sector allocation. We were net sellers in the sector over the course of the year, although our trading activity was highly differentiated by sector. We reduced our exposure to legacy payment names such as Fiserv, Fidelity National Information Services, and Global Payments where longer-term secular risks caused our conviction to wane. Conversely, we added heavily to select large technology names like Microsoft. We remain impressed by the outstanding performance of Microsoft’s Azure cloud computing segment, which has become hugely additive to Microsoft’s overall business. Azure’s strong performance has been complemented by an expansion in on-premises data center software. We also bolstered our stake in Apple given a number of factors that we believe have improved the near- and long-term setup, including market share gains, robust demand signals for its MacBook and iPhone products, and the emergence of advertising as a long-term growth driver.

The second-largest sector weight is communication services, where our exposure leans toward leaders in the secular shift to digital advertising, including Meta Platforms (formerly known as Facebook) and Alphabet. Within the sector, we added shares of companies that had fallen to attractive valuations following a period of outperformance, including Pinterest and Snap.

Consumer discretionary is the fund’s next-largest sector weighting. E-commerce behemoth Amazon.com represents the bulk of our exposure in the sector, and we trimmed our stake over the course of the year to reduce our large overweight. We also pared our exposure to Alibaba Group Holding in light of heightened regulatory risks. As a result of these two actions, we were net sellers of the sector overall in 2021, although we did find pockets of opportunity within the sector through Tesla, Carvana, and DoorDash.

5

T. ROWE PRICE BLUE CHIP GROWTH ETF

What is portfolio management’s outlook?

At a macro level, our approach has run up against some unfavorable market dynamics, including extremely narrow market leadership, elevated valuations across the growth universe, and low-quality rallies motivated by COVID-off sentiment. We view the recent performance of the portfolio as a combination of unfavorable market conditions and unfortunate developments centered on a handful of our larger high-conviction positions. While we are taking steps to address these headwinds, we are still achieving our objective of outperforming the benchmark over a full market cycle.

Uncertainty around the duration of inflationary pressures remains the primary risk as we look ahead, spurred by continued labor shortages and supply chain disruptions. It’s important to keep in mind, however, that longer-term inflation is largely influenced by technology and demographics, two forces that we think

SECTOR DIVERSIFICATION

T. ROWE PRICE BLUE CHIP GROWTH ETF

will eventually override lingering coronavirus-related labor and supply constraints. Meanwhile, inflation fears typically cause material unwinds in the growth space, an environment that we can take advantage of as active stock pickers as we search for companies that we think are best positioned for growth over the next three to five years.

Amid uncertainty, asset returns are likely to remain uneven across many industries and companies, creating the potential to add value with our strategic investing approach but requiring careful analysis to identify opportunities and manage risk. With this in mind, we will continue to emphasize high-quality growth companies that we believe can continue to generate durable earnings and free cash flow growth in most economic and regulatory environments. As always, we maintain a disciplined adherence to our rigorous investment process, which is rooted in bottom-up, fundamental research.

Effective October 1, 2021, Paul Greene succeeded Larry Puglia to become lead portfolio manager of the US Large-Cap Core Growth Equity Strategy. Paul is a seasoned investor, and he is very familiar with the strategy’s investment approach. He has worked closely with Larry for years, and since 2010, he has been a member of the strategy’s Investment Advisory Committee. Paul had been the associate portfolio manager on the strategy since January 1, 2020, and in that time, he has broadened his knowledge and expertise of the key holdings and sectors within the strategy. Paul’s management and investment style will hew very closely to Larry’s management and investment style. There are no immediate plans to make meaningful changes to the portfolio. Paul will continue to focus on long-term, durable stocks, and he expects the portfolio’s turnover rate to remain consistent moving forward.

The views expressed reflect the opinions of T. Rowe Price as of the date of this report and are subject to change based on changes in market, economic, or other conditions. These views are not intended to be a forecast of future events and are no guarantee of future results.

7

T. ROWE PRICE BLUE CHIP GROWTH ETF

RISKS OF STOCK INVESTING

The fund’s share price can fall because of weakness in the stock 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.

RISKS OF GROWTH INVESTING

Growth stocks can be volatile for several reasons. Since these companies usually invest a high portion of earnings in their businesses, they may lack the dividends of value stocks that can cushion stock prices in a falling market. Also, earnings disappointments often lead to sharply falling prices because investors buy growth stocks in anticipation of superior earnings growth.

BENCHMARK INFORMATION

Note: Lipper, a Thomson Reuters Company, is the source for all Lipper content reflected in these materials. 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.

Note: Frank Russell Company (Russell) is the source and owner of the Russell index data contained or reflected in these materials and all trademarks and copyrights related thereto. Russell® is a registered trademark of Russell. Russell is not responsible for the formatting or configuration of these materials or for any inaccuracy in T. Rowe Price Associates’ presentation thereof.

8

T. ROWE PRICE BLUE CHIP GROWTH ETF

Note: ©2022, S&P Global Market Intelligence. Reproduction of any information, data or material, including ratings (Content) in any form is prohibited except with the prior written permission of the relevant party. Such party, its affiliates and suppliers (Content Providers) do not guarantee the accuracy, adequacy, completeness, timeliness or availability of any Content and are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or for the results obtained from the use of such Content. In no event shall Content Providers be liable for any damages, costs, expenses, legal fees, or losses (including lost income or lost profit and opportunity costs) in connection with any use of the Content.

9

T. ROWE PRICE BLUE CHIP GROWTH ETF

PORTFOLIO HIGHLIGHTS

10

T. ROWE PRICE BLUE CHIP 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.

11

T. ROWE PRICE BLUE CHIP 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

12

T. ROWE PRICE BLUE CHIP 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.

13

T. ROWE PRICE BLUE CHIP GROWTH ETF

FUND EXPENSE EXAMPLE (continued)

14

T. ROWE PRICE BLUE CHIP GROWTH ETF

FINANCIAL HIGHLIGHTS

For a share outstanding throughout each period

---

	Year Ended	8/4/20(1) Through
	12/31/21	12/31/20
NET ASSET VALUE
Beginning of period	$ 28.07	$ 25.00
Investment activities
Net investment loss(2) (3)	(0.08)	(0.02)
Net realized and unrealized gain/loss	5.18	3.09
Total from investment activities	5.10	3.07
Distributions
Net realized gain	(0.01)	-
NET ASSET VALUE
End of period	$ 33.16	$ 28.07
Ratios/Supplemental Data
Total return, based on NAV(3) (4)	18.16%	12.28%
Ratios to average net assets:(3)
Gross expenses before waivers/payments by Price Associates	0.57%	0.57%(5)
Net expenses after waivers/payments by Price Associates	0.57%	0.57%(5)
Net investment loss	(0.25%)	(0.17%)(5)
Portfolio turnover rate(6)	51.7%	21.0%
Net assets, end of period (in thousands)	$ 271,879	$ 65,833

    

(1)	Inception date
(2)	Per share amounts calculated using average shares outstanding method.
(3)	See Note 6 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.

15

T. ROWE PRICE BLUE CHIP GROWTH ETF

December 31, 2021

PORTFOLIO OF INVESTMENTS‡	Shares	$ Value
(Cost and value in $000s)
COMMON STOCKS 99.6%
COMMUNICATION SERVICES 23.0%
Entertainment 4.1%
Netflix (1)	8,188	4,932
Roku (1)	1,140	260
Sea, ADR (1)	19,176	4,290
Spotify Technology (1)	3,525	825
Walt Disney (1)	6,274	972
		11,279
Interactive Media & Services 18.7%
Alphabet, Class A (1)	1,347	3,902
Alphabet, Class C (1)	8,346	24,150
Meta Platforms, Class A (1)	54,145	18,212
Pinterest, Class A (1)	29,132	1,059
Snap, Class A (1)	72,650	3,417
		50,740
Wireless Telecommunication Services 0.2%
T-Mobile US (1)	4,312	500
		500
Total Communication Services		62,519
CONSUMER DISCRETIONARY 19.6%
Automobiles 3.4%
Rivian Automotive, Class A (1)	9,868	1,023
Tesla (1)	7,908	8,357
		9,380
Hotels Restaurants & Leisure 1.4%
Booking Holdings (1)	495	1,188
Chipotle Mexican Grill (1)	1,119	1,956

16

T. ROWE PRICE BLUE CHIP GROWTH ETF

	Shares	$ Value
(Cost and value in $000s)
Starbucks	5,063	592
		3,736
Internet & Direct Marketing Retail 10.6%
Alibaba Group Holding, ADR (1)	910	108
Amazon.com (1)	8,019	26,738
Coupang, Class A (1)	2,134	63
DoorDash, Class A (1)	13,804	2,055
		28,964
Multiline Retail 0.7%
Dollar General	7,790	1,837
		1,837
Specialty Retail 1.9%
Carvana (1)	11,237	2,605
Ross Stores	17,161	1,961
TJX	6,604	501
		5,067
Textiles, Apparel & Luxury Goods 1.6%
Lululemon Athletica (1)	5,152	2,017
NIKE, Class B	13,371	2,229
		4,246
Total Consumer Discretionary		53,230
FINANCIALS 2.7%
Capital Markets 2.2%
Charles Schwab	14,907	1,254
Goldman Sachs Group	6,991	2,674
MSCI	446	273
S&P Global	4,036	1,905
		6,106

17

T. ROWE PRICE BLUE CHIP GROWTH ETF

	Shares	$ Value
(Cost and value in $000s)
Insurance 0.5%
Chubb	3,741	723
Marsh & McLennan	3,014	524
		1,247
Total Financials		7,353
HEALTH CARE 9.9%
Health Care Equipment & Supplies 2.8%
Align Technology (1)	781	513
Dentsply Sirona	1,102	61
Intuitive Surgical (1)	12,565	4,515
Stryker	7,213	1,929
Teleflex	1,649	542
		7,560
Health Care Providers & Services 3.0%
HCA Healthcare	8,803	2,262
Humana	1,790	830
UnitedHealth Group	10,470	5,258
		8,350
Health Care Technology 0.3%
Veeva Systems, Class A (1)	2,929	748
		748
Life Sciences Tools & Services 1.8%
Danaher	9,557	3,144
Thermo Fisher Scientific	2,687	1,793
		4,937
Pharmaceuticals 2.0%
AstraZeneca, ADR	9,502	553
Eli Lilly & Co.	10,932	3,020

18

T. ROWE PRICE BLUE CHIP GROWTH ETF

	Shares	$ Value
(Cost and value in $000s)
Zoetis	7,380	1,801
		5,374
Total Health Care		26,969
INDUSTRIALS & BUSINESS SERVICES 1.4%
Commercial Services & Supplies 0.4%
Cintas	644	286
Copart (1)	4,382	664
		950
Industrial Conglomerates 0.7%
General Electric	7,539	712
Roper Technologies	2,621	1,289
		2,001
Professional Services 0.3%
CoStar Group (1)	1,077	85
Equifax	1,311	384
TransUnion	3,687	437
		906
Total Industrials & Business Services		3,857
INFORMATION TECHNOLOGY 42.6%
Electronic Equipment, Instruments & Components 0.2%
TE Connectivity	3,262	526
		526
IT Services 8.2%
Affirm Holdings (1)	8,337	838
Block, Class A (1)	9,495	1,534
Fidelity National Information Services	563	62
Fiserv (1)	11,967	1,242
Global Payments	587	79
Mastercard, Class A	13,806	4,961
MongoDB (1)	3,424	1,813

19

T. ROWE PRICE BLUE CHIP GROWTH ETF

	Shares	$ Value
(Cost and value in $000s)
PayPal Holdings (1)	14,062	2,652
Shopify, Class A (1)	1,315	1,811
Snowflake (1)	1,273	431
Toast, Class A (1)	1,118	39
Twilio, Class A (1)	1,459	384
Visa, Class A	29,404	6,372
		22,218
Semiconductors & Semiconductor Equipment 6.8%
Advanced Micro Devices (1)	23,809	3,426
ASML Holding NV	2,935	2,337
Marvell Technology	15,192	1,329
Monolithic Power Systems	1,593	786
NVIDIA	29,450	8,661
Taiwan Semiconductor Manufacturing, ADR	7,307	879
Texas Instruments	6,472	1,220
		18,638
Software 19.6%
Atlassian, Class A (1)	3,196	1,219
Bill.Com Holdings (1)	3,461	862
Coupa Software (1)	2,447	387
Crowdstrike Holdings, Class A (1)	1,359	278
Datadog, Class A (1)	4,188	746
DocuSign (1)	5,294	806
Fortinet (1)	4,972	1,787
HashiCorp, Class A (1)	1,951	178
Intuit	8,718	5,608
Microsoft	90,147	30,318
Paycom Software (1)	469	195
salesforce.com (1)	2,256	573
ServiceNow (1)	9,635	6,254
Synopsys (1)	7,620	2,808

20

T. ROWE PRICE BLUE CHIP GROWTH ETF

	Shares	$ Value
(Cost and value in $000s)
Zoom Video Communications, Class A (1)	6,491	1,194
		53,213
Technology Hardware, Storage & Peripherals 7.8%
Apple	118,939	21,120
		21,120
Total Information Technology		115,715
MATERIALS 0.3%
Chemicals 0.3%
Linde	2,157	747
Sherwin-Williams	393	139
Total Materials		886
Total Miscellaneous Common Stocks 0.1% (2)		308
Total Common Stocks (Cost $238,207)		270,837
SHORT-TERM INVESTMENTS 0.4%
Money Market Funds 0.4%
State Street Institutional U.S. Government Money Market Fund, 0.03% (3)	1,088,012	1,088
Total Short-Term Investments (Cost $1,088)		1,088
Total Investments in Securities 100.0% of Net Assets (Cost $239,295)		$271,925

    

‡	Shares are denominated in U.S. dollars unless otherwise noted.
(1)	Non-income producing.
(2)	The identity of certain securities has been concealed to protect the fund while it completes a purchase or selling program for the securities.
(3)	Seven-day yield
ADR	American Depositary Receipts

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

21

T. ROWE PRICE BLUE CHIP GROWTH ETF

December 31, 2021

    STATEMENT OF ASSETS AND LIABILITIES    

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

Assets
Investments in securities, at value (cost $239,295)	$271,925
Receivable for shares sold	4,003
Receivable for investment securities sold	560
Dividends receivable	17
Cash deposits on futures contracts	2
Total assets	276,507
Liabilities
Payable for investment securities purchased	4,503
Investment management and administrative fees payable	124
Other liabilities	1
Total liabilities	4,628
NET ASSETS	$271,879
Net assets consists of:
Total distributable earnings (loss)	$28,824
Paid-in capital applicable to 8,200,000 shares of $0.0001 par value capital stock outstanding; 4,000,000,000 shares authorized	243,055
NET ASSETS	$271,879
NET ASSET VALUE PER SHARE	$33.16

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

22

T. ROWE PRICE BLUE CHIP GROWTH ETF

    STATEMENT OF OPERATIONS    

($000s)

	Year Ended 12/31/21
Investment Income (Loss)
Dividend income (net of foreign withholding taxes $3)	$542
Investment management and administrative expense	954
Net investment loss	(412)
Realized and Unrealized Gain / Loss
Net realized gain (loss)
Securities	(3,459)
Futures	2
Net realized loss	(3,457)
Change in net unrealized gain / loss on securities	28,182
Net realized and unrealized gain / loss	24,725
INCREASE IN NET ASSETS FROM OPERATIONS	$24,313

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

23

T. ROWE PRICE BLUE CHIP GROWTH ETF

    STATEMENT OF CHANGES IN NET ASSETS    

($000s)

	Year Ended 12/31/21		8/4/20 Through 12/31/20
Increase (Decrease) in Net Assets
Operations
Net investment loss	$(412)		$(23)
Net realized loss	(3,457)		(276)
Change in net unrealized gain / loss	28,182		4,448
Increase in net assets from operations	24,313		4,149
Distributions to shareholders
Net earnings	(50)		—
Capital share transactions*
Shares sold	181,783		61,684
Shares redeemed	—		(100)
Increase in net assets from capital share transactions	181,783		61,584
Net Assets
Increase during period	206,046		65,733
Beginning of period	65,833		100
End of period	$271,879		$65,833
*Share information
Shares sold	5,855		2,345
Shares redeemed	—		(4)
Increase in shares outstanding	5,855		2,341

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

24

T. ROWE PRICE BLUE CHIP GROWTH ETF

    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 Blue Chip Growth ETF (the fund) is a non-diversified, open-end management investment company established by the corporation. The fund incepted on August 4, 2020. The fund seeks to provide long-term capital growth. Income is a secondary objective.

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. Non-cash dividends, if any, are recorded at the fair market value of the asset received. Distributions to shareholders are

25

T. ROWE PRICE BLUE CHIP GROWTH ETF

recorded on the ex-dividend date. Income distributions, if any, are declared and paid annually. 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

26

T. ROWE PRICE BLUE CHIP 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.

27

T. ROWE PRICE BLUE CHIP 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. OTC Bulletin Board securities are valued at the mean of the closing bid and asked prices. A security that is listed or traded on more than one exchange is valued at the quotation on the exchange determined to be the primary market for such security. Listed securities not traded on a particular day are valued at the mean of the closing bid and asked prices for domestic securities.

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

Investments for which market quotations 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 December 31, 2021, all of the fund’s financial instruments were classified as Level 1, based on the inputs used to determine their fair values.

28

T. ROWE PRICE BLUE CHIP GROWTH ETF

NOTE  3  –   DERIVATIVE INSTRUMENTS

During the year ended December 31, 2021, the fund invested in derivative instruments. As defined by GAAP, a derivative is a financial instrument whose value is derived from an underlying security price, foreign exchange rate, interest rate, index of prices or rates, or other variable; it requires little or no initial investment and permits or requires net settlement. The fund invests in derivatives only if the expected risks and rewards are consistent with its investment objectives, policies, and overall risk profile, as described in its prospectus and Statement of Additional Information. The fund may use derivatives for a variety of purposes, and may use them to establish both long and short positions within the fund’s portfolio. Potential uses include to hedge against declines in principal value, increase yield, invest in an asset with greater efficiency and at a lower cost than is possible through direct investment, to enhance return, or to adjust credit exposure. The risks associated with the use of derivatives are different from, and potentially much greater than, the risks associated with investing directly in the instruments on which the derivatives are based. The fund at all times maintains sufficient cash reserves, liquid assets, or other SEC-permitted asset types to cover its settlement obligations under open derivative contracts.

The fund values its derivatives at fair value and recognizes changes in fair value currently in its results of operations. Accordingly, the fund does not follow hedge accounting, even for derivatives employed as economic hedges. Generally, the fund accounts for its derivatives on a gross basis. It does not offset the fair value of derivative liabilities against the fair value of derivative assets on its financial statements, nor does it offset the fair value of derivative instruments against the right to reclaim or obligation to return collateral. As of December 31, 2021, the fund held no derivative instruments.

The amount of gains and losses on derivative instruments recognized in fund earnings during the year ended December 31, 2021 and related location on the accompanying Statement of Operations is summarized in the following table by primary underlying risk exposure:

29

T. ROWE PRICE BLUE CHIP GROWTH ETF

($000s)	Location of Gain (Loss) on Statement of Operations
	Futures
Realized Gain (Loss)
Equity derivatives	$2

Counterparty Risk and Collateral

The fund invests in exchange-traded or centrally cleared derivative contracts, such as futures, exchange-traded options, and centrally cleared swaps. Counterparty risk on such derivatives is minimal because the clearinghouse provides protection against counterparty defaults. For futures, the fund is required to deposit collateral in an amount specified by the clearinghouse and the clearing firm (margin requirement), and the margin requirement must be maintained over the life of the contract. Each clearinghouse and clearing firm, in its sole discretion, may adjust the margin requirements applicable to the fund.

Collateral may be in the form of cash or debt securities issued by the U.S. government or related agencies. Cash posted by the fund is reflected as cash deposits in the accompanying financial statements and generally is restricted from withdrawal by the fund; securities posted by the fund are so noted in the accompanying Portfolio of Investments; both remain in the fund’s assets. While typically not sold in the same manner as equity or fixed income securities, exchange-traded derivatives may be closed out only on the exchange where the contracts were cleared. This ability is subject to the liquidity of underlying positions. As of December 31, 2021, cash of $2,000 had been posted by the fund for exchange-traded derivatives.

The fund is subject to equity price risk in the normal course of pursuing its investment objectives and uses futures contracts to help manage such risk. The fund may enter into futures contracts as an efficient means of maintaining liquidity while being invested in the market, to facilitate trading, or to reduce transaction costs. A futures contract provides for the future sale by one party and purchase by another of a specified amount of a specific underlying financial instrument at an agreed-upon price, date, time, and place. The fund currently invests only in exchange-traded futures, which generally are standardized as to maturity date, underlying financial instrument, and other contract terms. Payments are made or received by the fund each day to settle daily fluctuations in the value of the contract (variation margin), which reflect changes in the value of the underlying financial instrument. Variation margin is recorded as unrealized gain or loss until the contract is

30

T. ROWE PRICE BLUE CHIP GROWTH ETF

closed. The value of a futures contract included in net assets is the amount of unsettled variation margin; net variation margin receivable is reflected as an asset and net variation margin payable is reflected as a liability on the accompanying Statement of Assets and Liabilities. Risks related to the use of futures contracts include possible illiquidity of the futures markets, contract prices that can be highly volatile and imperfectly correlated to movements in hedged security values, and potential losses in excess of the fund’s initial investment. During the year ended December 31, 2021, the volume of the fund’s activity in futures, based on underlying notional amounts, was generally less than 1% of net assets.

NOTE  4  –   OTHER INVESTMENT TRANSACTIONS

Purchases and sales of portfolio securities excluding in-kind transactions and short-term securities aggregated $87,714,000 and $85,951,000, respectively, for the year ended December 31, 2021. Portfolio securities received or delivered through in-kind transactions aggregated $178,757,000 and $0, respectively, for the year ended December 31, 2021.

NOTE  5  –   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.

The fund files U.S. federal, state, and local tax returns as required. The fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return but which can be extended to six years in certain circumstances. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

Financial reporting records are adjusted for permanent book/tax differences to reflect tax character but are not adjusted for temporary differences. The permanent book/tax adjustments have no impact on results of operations or net assets and relate primarily to the current net operating loss. For the year ended December 31, 2021, the following reclassification was recorded:

31

T. ROWE PRICE BLUE CHIP GROWTH ETF

($000s)
Total distributable earnings (loss)	$412
Paid-in capital	(412)

Distributions during the year ended December 31, 2021 and period ended December 31, 2020, totaled $50,000 and $0, respectively, and were characterized as ordinary income for tax purposes. At December 31, 2021, the tax-basis cost of investments and components of net assets were as follows:

($000s)
Cost of investments	$239,747
Unrealized appreciation	$39,416
Unrealized depreciation	(7,239)
Net unrealized appreciation (depreciation)	32,177
Capital loss carryforwards	(3,353)
Paid-in capital	243,055
Net assets	$271,879

The difference between book-basis and tax-basis net unrealized appreciation (depreciation) is attributable to the deferral of losses from wash sales for tax purposes.

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.

NOTE  6  –   RELATED PARTY TRANSACTIONS

The fund is managed by T. Rowe Price Associates, Inc. (Price Associates), a wholly owned subsidiary of T. Rowe Price Group, Inc. (Price Group). The investment management and administrative agreement between the fund and Price Associates provides for an all-inclusive annual fee equal to 0.57% 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.

As of December 31, 2021, T. Rowe Price Group, Inc., or its wholly owned subsidiaries, owned 600,000 shares of the fund, representing 7% of the fund’s net assets.

32

T. ROWE PRICE BLUE CHIP GROWTH ETF

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 year ended December 31, 2021, the aggregate value of purchases and sales cross trades with other funds or accounts advised by Price Associates was less than 1% of the fund’s net assets as of December 31, 2021.

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 year ended December 31, 2021, this reimbursement amounted to $2,000, which is included in Net realized gain (loss) on Securities in the Statement of Operations.

NOTE  7  –   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. The fund’s performance could be negatively impacted if the value of a portfolio holding were harmed by such events. 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. The duration of this outbreak or others and their effects cannot be determined with certainty.

33

T. ROWE PRICE BLUE CHIP GROWTH ETF

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of T. Rowe Price Exchange-Traded Funds, Inc. and Shareholders of T. Rowe Price Blue Chip Growth ETF

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of T. Rowe Price Blue Chip Growth ETF (one of the funds constituting T. Rowe Price Exchange-Traded Funds, Inc., referred to hereafter as the "Fund") as of December 31, 2021, the related statement of operations for the year ended December 31, 2021 and the statement of changes in net assets and the financial highlights for the year ended December 31, 2021 and for the period August 4, 2020 (Inception) through December 31, 2020, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021, the results of its operations for the year ended December 31, 2021, and the changes in its net assets and the financial highlights for the year ended December 31, 2021 and for the period August 4, 2020 (Inception) through December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

34

T. ROWE PRICE BLUE CHIP GROWTH ETF

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

(CONTINUED)

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2021 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Baltimore, Maryland

February 17, 2022

We have served as the auditor of one or more investment companies in the T. Rowe Price group of investment companies since 1973.

35

T. ROWE PRICE BLUE CHIP GROWTH ETF

TAX INFORMATION (UNAUDITED) FOR THE TAX YEAR ENDED 12/31/21

We are providing this information as required by the Internal Revenue Code. The amounts shown may differ from those elsewhere in this report because of differences between tax and financial reporting requirements. The fund’s distributions to shareholders included:

$50,000 from short-term capital gains,

For taxable non-corporate shareholders, $530,000 of the fund’s income represents qualified dividend income subject to a long-term capital gains tax rate of not greater than 20%.

For corporate shareholders, $498,000 of the fund’s income qualifies for the dividends received deduction.

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).

36

T. ROWE PRICE BLUE CHIP GROWTH ETF

LIQUIDITY RISK MANAGEMENT PROGRAM

In accordance with Rule 22e-4 (Liquidity Rule) under the Investment Company Act of 1940, as amended, the fund has established a liquidity risk management program (Liquidity Program) reasonably designed to assess and manage the fund’s liquidity risk, which generally represents the risk that the fund would not be able to meet redemption requests without significant dilution of remaining investors’ interests in the fund. The fund’s Board of Directors (Board) has appointed the fund’s investment advisor, T. Rowe Price Associates, Inc. (Price Associates), as the administrator of the Liquidity Program. As administrator, Price Associates is responsible for overseeing the day-to-day operations of the Liquidity Program and, among other things, is responsible for assessing, managing, and reviewing with the Board at least annually the liquidity risk of each T. Rowe Price fund. Price Associates has delegated oversight of the Liquidity Program to a Liquidity Risk Committee (LRC), which is a cross-functional committee composed of personnel from multiple departments within Price Associates.

The Liquidity Program’s principal objectives include supporting the T. Rowe Price funds’ compliance with limits on investments in illiquid assets and mitigating the risk that the fund will be unable to timely meet its redemption obligations. The Liquidity Program also includes a number of elements that support the management and assessment of liquidity risk, including an annual assessment of factors that influence the fund’s liquidity and the periodic classification and reclassification of a fund’s investments into categories that reflect the LRC’s assessment of their relative liquidity under current market conditions. Under the Liquidity Program, every investment held by the fund is classified at least monthly into one of four liquidity categories based on estimations of the investment’s ability to be sold during designated time frames in current market conditions without significantly changing the investment’s market value.

As required by the Liquidity Rule, at a meeting held on July 27, 2021, the Board was presented with an annual assessment prepared by the LRC, on behalf of Price Associates, that addressed the operation of the Liquidity Program and assessed its adequacy and effectiveness of implementation, including any material changes to the Liquidity Program and the determination of each fund’s Highly Liquid Investment Minimum (HLIM). The annual assessment included consideration of the following factors, as applicable: the fund’s investment strategy and liquidity of portfolio investments during normal and reasonably foreseeable stressed conditions, including whether the investment strategy is appropriate for an open-end fund, the extent to which the strategy involves a relatively concentrated portfolio or large positions in particular issuers, and the use of borrowings for investment purposes and derivatives; short-term and long-term cash flow projections covering both normal and reasonably foreseeable stressed conditions; and holdings of cash and cash equivalents, as well as available borrowing arrangements.

For the fund and other T. Rowe Price funds, the annual assessment incorporated a report related to a fund’s holdings, shareholder and portfolio concentration, any borrowings during the period, cash flow projections, and other relevant data for the period of April 1, 2020, through March 31, 2021. The report described the methodology for classifying a

37

T. ROWE PRICE BLUE CHIP GROWTH ETF

LIQUIDITY RISK MANAGEMENT PROGRAM (continued)

fund’s investments (including derivative transactions) into one of four liquidity categories, as well as the percentage of a fund’s investments assigned to each category. It also explained the methodology for establishing a fund’s HLIM and noted that the LRC reviews the HLIM assigned to each fund no less frequently than annually.

During the period covered by the annual assessment, the LRC has concluded, and reported to the Board, that the Liquidity Program continues to operate adequately and effectively and is reasonably designed to assess and manage the fund’s liquidity risk.

38

T. ROWE PRICE BLUE CHIP GROWTH ETF

ABOUT THE FUND’S DIRECTORS AND OFFICERS

Your fund is overseen by a Board of Directors (Board) that meets regularly to review a wide variety of matters affecting or potentially affecting the fund, including performance, investment programs, compliance matters, advisory fees and expenses, service providers, and business and regulatory affairs. The Board elects the fund’s officers, who are listed in the final table. At least 75% of the Board’s members are considered to be independent, i.e., not “interested persons” as defined in Section 2(a)(19) of the 1940 Act, of the Boards of T. Rowe Price Associates, Inc. (T. Rowe Price), and its affiliates; “interested” directors and officers are employees of T. Rowe Price. The business address of each director and officer is 100 East Pratt Street, Baltimore, Maryland 21202. The Statement of Additional Information includes additional information about the fund directors and is available without charge by calling a T. Rowe Price representative at 1-800-638-5660.

INDEPENDENT DIRECTORS^(a)

Name (Year of Birth) Year Elected [Number of T. Rowe Price Portfolios Overseen]	Principal Occupation(s) and Directorships of Public Companies and Other Investment Companies During the Past Five Years
Teresa Bryce Bazemore (1959) 2020 [204]	President and Chief Executive Officer, Federal Home Loan Bank of San Francisco (2021 to present); President, Radian Guaranty (2008 to 2017); Chief Executive Officer, Bazemore Consulting LLC (2018 to 2021); Director, Chimera Investment Corporation (2017 to 2021); Director, First Industrial Realty Trust (2020 to present); Director, Federal Home Loan Bank of Pittsburgh (2017 to 2019)
Ronald J. Daniels (1959) 2020 [204]	President, The Johns Hopkins University(b) and Professor, Political Science Department, The Johns Hopkins University (2009 to present); Director, Lyndhurst Holdings (2015 to present); Director, BridgeBio Pharma, Inc. (2020 to present)
Bruce W. Duncan (1951) 2020 [204]	President, Chief Executive Officer, and Director, CyrusOne, Inc. (2020 to 2021); Chief Executive Officer and Director (2009 to 2016), Chair of the Board (2016 to 2020), and President (2009 to 2016), First Industrial Realty Trust, owner and operator of industrial properties; Chair of the Board (2005 to 2016) and Director (1999 to 2016), Starwood Hotels & Resorts, a hotel and leisure company; Member, Investment Company Institute Board of Governors (2017 to 2019); Member, Independent Directors Council Governing Board (2017 to 2019); Senior Advisor, KKR (2018 to present); Director, Boston Properties (2016 to present); Director, Marriott International, Inc. (2016 to 2020)
Robert J. Gerrard, Jr. (1952) 2020 [204]	Advisory Board Member, Pipeline Crisis/Winning Strategies, a collaborative working to improve opportunities for young African Americans (1997 to 2016); Chair of the Board, all funds (July 2018 to present)

39

T. ROWE PRICE BLUE CHIP GROWTH ETF

INDEPENDENT DIRECTORS^(a) (continued)

Name (Year of Birth) Year Elected [Number of T. Rowe Price Portfolios Overseen]	Principal Occupation(s) and Directorships of Public Companies and Other Investment Companies During the Past Five Years
Paul F. McBride (1956) 2020 [204]	Advisory Board Member, Vizzia Technologies (2015 to present); Board Member, Dunbar Armored (2012 to 2018)
Cecilia E. Rouse, Ph.D.(c) (1963) 2020 [0]	Dean, Princeton School of Public and International Affairs (2012 to present); Professor and Researcher, Princeton University (1992 to present); Director of Education Studies Committee, MDRC, a nonprofit education and social policy research organization (2011 to 2020); Member, National Academy of Education (2010 to present); Board Member, National Bureau of Economic Research (2011 to present); Board Member of the Council on Foreign Relations (2018 to present); Board Member, The Pennington School (2017 to present); Board Member, the University of Rhode Island (2020 to present); Chair of Committee on the Status of Minority Groups in the Economic Profession of the American Economic Association (2012 to 2018); Vice President (2015 to 2016) and Board Member (2018 to present), American Economic Association
John G. Schreiber(d) (1946) 2020 [0]	Owner/President, Centaur Capital Partners, Inc., a real estate investment company (1991 to present); Cofounder, Partner, and Cochair of the Investment Committee, Blackstone Real Estate Advisors, L.P. (1992 to 2015); Director, Blackstone Mortgage Trust, a real estate finance company (2012 to 2016); Director and Chair of the Board, Brixmor Property Group, Inc. (2013 to present); Director, Hilton Worldwide (2007 to present); Director, Hudson Pacific Properties (2014 to 2016); Director, Invitation Homes (2014 to 2017); Director, JMB Realty Corporation (1980 to present)

40

T. ROWE PRICE BLUE CHIP GROWTH ETF

INDEPENDENT DIRECTORS^(a) (continued)

Name (Year of Birth) Year Elected [Number of T. Rowe Price Portfolios Overseen]	Principal Occupation(s) and Directorships of Public Companies and Other Investment Companies During the Past Five Years
Kellye Walker(e) (1966) 2021 [204]	Executive Vice President and Chief Legal Officer, Eastman Chemical Company (April 2020 to present); Executive Vice President and Chief Legal Officer, Huntington Ingalls Industries, Inc. (NYSE: HIl) (January 2015 to March 2020); Director, Lincoln Electric Company (October 2020 to present)

INTERESTED DIRECTORS^(a)

Name (Year of Birth) Year Elected [Number of T. Rowe Price Portfolios Overseen]

Principal Occupation(s) and Directorships of Public Companies and Other Investment Companies During the Past Five Years

David Oestreicher (1967) 2020 [204]

General Counsel, Vice President, and Secretary, T. Rowe Price Group, Inc.; Chair of the Board, Chief Executive Officer, President, and Secretary, T. Rowe Price Trust Company; Director, Vice President, and Secretary, T. Rowe Price, T. Rowe Price Investment Services, Inc.; T. Rowe Price Retirement Plan Services, Inc., and T. Rowe Price Services, Inc.; Director and Secretary, T. Rowe Price Investment Management, Inc. (Price Investment Management); Vice President and Secretary, T. Rowe Price International (Price International); Vice President, T. Rowe Price Hong Kong (Price Hong Kong), T. Rowe Price Japan (Price Japan) and T. Rowe Price Singapore (Price Singapore); Principal Executive Officer and Executive Vice President, all funds

41

T. ROWE PRICE BLUE CHIP GROWTH ETF

INTERESTED DIRECTORS^(a) (continued)

Name (Year of Birth) Year Elected [Number of T. Rowe Price Portfolios Overseen]	Principal Occupation(s) and Directorships of Public Companies and Other Investment Companies During the Past Five Years
Robert W. Sharps, CFA, CPA (1971) 2020 [204]	Director and Vice President, T. Rowe Price; President, T. Rowe Price Group, Inc.; Director, Price Investment Management; Vice President, T. Rowe Price Trust Company; Director and President, Exchange-Traded Funds, Inc.

  ^(a)All information about the interested directors was current as of December 31, 2020, unless otherwise indicated, except for the number of portfolios overseen, which is current as of the date of this report.

OFFICERS

Name (Year of Birth) Position Held With Exchange-Traded Funds, Inc.	Principal Occupation(s)
Timothy Coyne (1967) Executive Vice President	Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Alan S. Dupski, CPA (1982) Principal Financial Officer, Vice President, and Treasurer	Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company
Joseph B. Fath, CPA (1971) Executive Vice President	Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company
John R. Gilner (1961) Chief Compliance Officer	Chief Compliance Officer and Vice President, T. Rowe Price; Vice President, T. Rowe Price Group, Inc., and T. Rowe Price Investment Services, Inc.
Gary J. Greb (1961) Vice President	Vice President, T. Rowe Price, Price International, and T. Rowe Price Trust Company
Paul Greene II (1978) Executive Vice President	Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Ann M. Holcomb, CFA (1972) Executive Vice President	Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company
Thomas J. Huber, CFA (1966) Executive Vice President	Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company
Paul J. Krug, CPA (1964) Vice President	Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company
John D. Linehan, CFA (1965) Executive Vice President	Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company

Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least 5 years.

42

T. ROWE PRICE BLUE CHIP GROWTH ETF

OFFICERS (continued)

Name (Year of Birth) Position Held With Exchange-Traded Funds, Inc.	Principal Occupation(s)
Jason Nogueira, CFA (1974) Executive Vice President	Vice President, T. Rowe Price and T. Rowe Price Group, Inc.
Fran M. Pollack-Matz (1961) Vice President and Secretary	Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Investment Services, Inc., and T. Rowe Price Services, Inc.
Jason Benjamin Polun, CFA (1974) Executive Vice President	Vice President, T. Rowe Price, T. Rowe Price Group, Inc., and T. Rowe Price Trust Company
Shannon H. Rauser (1987) Assistant Secretary	Assistant Vice President, T. Rowe Price
Megan Warren (1968) Vice President	Vice President, T. Rowe Price, T. Rowe Price Group, Inc., T. Rowe Price Retirement Plan Services, Inc., T. Rowe Price Services, Inc., and T. Rowe Price Trust Company; formerly, Executive Director, JPMorgan Chase (to 2017)
Thomas H. Watson (1977) Executive Vice President	Director and Vice President, T. Rowe Price Trust Company; Vice President, T. Rowe Price and T. Rowe Price Group,Inc.

Unless otherwise noted, officers have been employees of T. Rowe Price or T. Rowe Price International for at least 5 years.

43

This page intentionally left blank.

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.

202202-1954624

T. Rowe Price Investment Services, Inc.

ETF785-050 2/22