Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive
Agreement.
As of July 14, 2026,
based on T. Rowe Price Sponsor LLC’s (the “Sponsor”) assessment of available data, the following crypto assets are
considered Eligible Assets (ticker symbols in parentheses): bitcoin (BTC), ether (ETH), SOL (SOL), XRP (XRP), ada (ADA), AVAX
(AVAX), litecoin (LTC), DOT (DOT), Dogecoin (DOGE), HBAR (HBAR), Bitcoin Cash (BCH), LINK (LINK), lumen (XLM), Shiba Inu (SHIB), sui
(SUI), HYPE (HYPE) and BNB (BNB). In connection therewith, the Sponsor has entered into the following agreements to supplement T.
Rowe Price Active Crypto ETF’s (the “Fund”) Crypto Asset Trading Counterparties.
The Sponsor, on behalf
of the Fund, has entered into a Digital Asset Trading Agreement (the “DA Agreement”) with StoneX Digital LLC
(“StoneX”) to allow the Fund to enter into spot purchase or sale transactions in crypto assets on a
principal-to-principal basis. Under the DA Agreement, StoneX has no liability to the Fund or any third party for (a) any act or
omission (including insolvency) or delay of any third party, including any bank, digital wallet provider or digital currency
exchange or any of their agents or subcontractors, (b) any interruption or delays of services, system failure, or errors in the
design or functioning of any electronic system, except to the extent caused by StoneX gross negligence or willful misconduct, or (c)
any punitive, consequential, incidental, special, indirect (including lost profits and trading losses and damages) or similar
damages, even if a StoneX entity is advised of the possibility of such damage. The Fund and StoneX will each indemnify, defend and
hold the other party harmless together with its officers, directors, members, affiliates, employees, agents and licensors (the
“Indemnified Parties”) from and against all losses, liabilities, judgments, proceedings, claims, damages and costs
(including attorneys’ fees) resulting from any third-party action related to: (i) breach of the terms of the DA Agreement,
(ii) violation of any applicable law, rule or regulation, (iii) reliance on any instruction (in whatever form delivered) which it
reasonably believed to have been given by the other Party, or (iv) other acts or omissions in connection with the execution of
transactions with the other Party. Neither Party will settle any matter without the other Party’s prior written consent unless
such settlement contains a full release of the Indemnified Parties and does not contain or otherwise require an admission of
liability by any Indemnified Party. For the avoidance of doubt, this indemnity provision shall survive any termination of the DA
Agreement. The DA Agreement continues in effect until terminated in writing by either party.
The Sponsor, on behalf
of the Fund, has entered into a Liquidity Provider Agreement for Trading in Digital Assets (the “LP Agreement”) with
Virtu Financial Singapore Pte. Ltd. (“VFS”) to allow the Fund to enter into spot purchase or sale transactions in crypto
assets on a principal-to-principal basis. Under the LP Agreement, VFS, the Fund, and Sponsor each has no liability: (i) for any act
or omission (including insolvency) or delay of any third party, including any bank, digital wallet provider or digital currency
exchange or any of their agents or subcontractors or (ii) for any interruption or delays of service, system failure, or errors in
the design or functioning of any electronic system, provided that such system is not maintained by VFS. The Fund, Sponsor, and VFS
will each indemnify, defend and hold parties covered by this clause harmless together with its officers, directors, members,
affiliates, employees, agents and licensors from and against all losses, liabilities, judgments, proceedings, claims, damages and
costs (including reasonable attorneys’ fees) resulting from any third-party action related to: (i) the indemnifying
party’s breach of the terms of the LP Agreement, (ii) the indemnifying party’s violation of any applicable law,
rule or regulation, or (iii) the indemnified party’s reasonable reliance on any instruction (in whatever form delivered) which
it reasonably believed to have been given by or on behalf of the indemnifying party. The LP Agreement continues in effect until
terminated in writing by either party.
The foregoing descriptions
of the DA Agreement and the LP Agreement do not purport to be complete and are qualified in their entirety by reference to the full text
of the DA Agreement and LP Agreement, respectively, which have been filed with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit
10.2.