Securities and Exchange Commission
- [Release No. 34-105681; File No. SR-NYSEARCA-2025-77]
I. Introduction
On November 6, 2025, NYSE Arca, Inc. (“NYSE Arca” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) [1] and Rule 19b-4 thereunder,[2] a proposed rule change to list and trade shares (“Shares”) of the T. Rowe Price Active Crypto ETF (“Fund”). The proposed rule change was published for comment in the Federal Register on November 28, 2025.[3] On April 21, 2026, the Exchange filed Amendment No. 1 to the proposed rule change, which superseded the original proposed rule change in its entirety, and on April 24, 2026, the Commission published notice of the proposed rule change, as modified by Amendment No. 1.[4] On May 26, 2026, the Exchange filed Amendment No. 2 to the proposed rule change, which superseded the proposed rule change, as modified by Amendment No. 1, in its entirety (“Proposal”).[5] This order approves the Proposal.
II. Description of the Proposal
As described in more detail in Amendment No. 2,[6] the Exchange proposes to list and trade the Shares of the Fund under NYSE Arca Rule 8.201-E (Generic), which governs the generic listing and trading of Commodity-Based Trust Shares [7] on the Exchange.
According to the Exchange, the proposed Fund will be an actively managed exchange-traded product (“ETP”),[8] and its investment objective is to seek long-term capital growth through investments in crypto assets.[9] The Fund compares its performance against the FTSE Crypto US Listed Index (“Index”), which serves as a benchmark of the investible crypto asset market.[10] The ( printed page 36630) assets of the Fund will consist of crypto assets that are “Eligible Assets,” and may also include cash, cash equivalents,[11] and/or stablecoins.[12] According to the Exchange, “Eligible Assets” are crypto assets that the Sponsor has determined meet the eligibility criteria for holdings of Commodity-Based Trust Shares pursuant to the generic listing standards for Commodity-Based Trust Shares set forth in NYSE Arca Rule 8.201-E(d)(1) (Generic).[13] The Fund will only invest in crypto assets that are Eligible Assets, and, under normal circumstances, the Fund is expected to hold between five and fifteen Eligible Assets, but may hold fewer than five or more than fifteen Eligible Assets at any time.[14] As of the date of the filing of Amendment No. 2, the Sponsor considers the following to be Eligible Assets: 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), and Sui (SUI).[15] The Exchange states that the Fund will comply with the generic listing standards in NYSE Arca Rule 8.201-E (Generic), except that it will be actively managed and may hold certain stablecoins as described in the Proposal.[16]
III. Discussion and Commission Findings
After careful review, the Commission finds that the Proposal is consistent with the Act and rules and regulations thereunder applicable to a national securities exchange.[17] In particular, the Commission finds that the Proposal is consistent with Section 6(b)(5) of the Act,[18] which requires, among other things, that the Exchange's rules be designed to “prevent fraudulent and manipulative acts and practices” and, “in general, to protect investors and the public interest;” and with Section 11A(a)(1)(C)(iii) of the Act,[19] which sets forth Congress' finding that it is in the public interest and appropriate for the protection of investors and the maintenance of fair and orderly markets to assure the availability to brokers, dealers, and investors of information with respect to quotations for and transactions in securities.
The Exchange represents that the Fund will meet all the requirements set forth in NYSE Arca Rule 8.201-E (Generic), except that the Fund will be actively managed and may hold certain stablecoins as described in the Proposal.[20] The Commission finds that the requirements set forth in NYSE Arca Rule 8.201-E (Generic), coupled with the additional representations made by the Exchange in the Proposal with respect to the listing and trading of the Shares, are designed to prevent fraudulent and manipulative acts and practices and to protect investors and the public interest, consistent with Section 6(b)(5) of the Act.[21]
The Commission has previously found that the requirements set forth in NYSE Arca Rule 8.201-E (Generic) for the generic listing of Commodity-Based Trust Shares that are based on a reference asset(s) or index are consistent with the Act.[22] Further, the Commission has stated in the context of ETFs registered under the Investment Company Act (“1940 Act”) that the mere addition of active management to a portfolio that would otherwise qualify for generic listing as an index-based ETF should not affect the portfolio's susceptibility to manipulation or the availability of arbitrage between the ETF and its underlying portfolio.[23] This principle holds true for Commodity-Based Trust Shares as well. As the Commission stated in the Generics Approval Order, consistently applying listing standards across products with economic exposures to the same underlying commodities levels the playing field between issuers, which should promote competition and more readily afford investors greater investment options.[24]
NYSE Arca Rule 8.201-E (Generic) does not currently contemplate the listing and trading of actively managed products and, therefore, certain provisions are only relevant to index-based products and do not contemplate active management.[25] To address this, ( printed page 36631) the Exchange includes additional representations in the Proposal to reflect that the Fund is actively managed. First, the Exchange represents in the Proposal that it will implement additional firewall requirements with respect to the Sponsor and its personnel to reflect that the Fund is actively managed rather than index-based.[26] In particular, the Exchange represents in the Proposal that, to the extent the Sponsor, who is managing the Fund, is or becomes registered as a broker-dealer or is affiliated with a broker-dealer, the Sponsor has or will erect and maintain a “firewall” between the Sponsor and personnel of the broker-dealer or broker-dealer affiliate, as applicable, with respect to access to information concerning the composition of and/or changes to the Fund's portfolio.[27] In addition, the Exchange represents that the Sponsor will adopt policies and procedures reasonably designed to prevent the misuse and dissemination of material non-public information regarding the Fund's portfolio or changes thereto in violation of the federal securities laws.[28] Any person related to the Sponsor, including personnel of the Sponsor, who makes decisions pertaining to the Fund's portfolio, and any personnel or affiliate of the Sponsor or Reporting Authority,[29] who has access to material non-public information regarding the Fund's portfolio, or changes thereto, must be subject to procedures reasonably designed to prevent the use and dissemination of material non-public information regarding the portfolio or changes thereto.[30] These additional requirements relating to firewalls and procedures are substantively identical to NYSE Arca's rules governing the listing and trading of actively managed exchange-traded funds,[31] and apply in addition to what is already required under NYSE Arca Rule 8.201-E(n) (Generic) and the Act and respective rules and regulations thereunder. Such requirements collectively provide additional protection against the potential misuse of material, non-public information relating to the Fund's actively managed portfolio. The Commission finds that the proposed additional requirements relating to firewalls and procedures, combined with the requirements of NYSE Arca Rule 8.201-E(n) (Generic), are designed to prevent fraudulent and manipulative acts and practices and to protect investors, consistent with Section 6(b)(5) of the Act.[32]
Second, while the Fund will be subject to the trading halt requirements of NYSE Arca Rule 8.201-E(l) (Generic), the Exchange also represents in the Proposal that, if the Exchange becomes aware that the Fund's portfolio holdings are not disseminated to all market participants at the same time, it will halt trading in the Shares until such time as the Fund's portfolio holdings are available to all market participants.[33] This additional trading halt requirement is substantively identical to NYSE Arca's rule governing the listing and trading of actively managed exchange-traded funds,[34] and applies in addition to what is already required under NYSE Arca Rule 8.201-E(l) (Generic). It will help to ensure that all market participants have transparency relating to the Fund's underlying portfolio, which information is key to pricing the Shares, and that no market participant has an unfair informational advantage. Ensuring such transparency relating to the Fund's underlying portfolio for all market participants will help facilitate a fair and orderly market for the Shares, as well as help to ensure that the Shares are not susceptible to manipulation. Accordingly, consistent with the requirement of Section 6(b)(5) of the Act [35] that an Exchange's rules be designed to remove impediments to and perfect the mechanism of a free and open market, the additional trading halt requirement combined with the existing halt requirements of NYSE Arca Rule 8.201-E(l) (Generic) are reasonably designed to promote fair disclosure of information that may be necessary to price the Shares appropriately, to prevent trading when a reasonable degree of transparency cannot be assured, and to ensure fair and orderly markets for the Shares.
The Exchange includes certain representations in the Proposal that limit the purpose and type of the Fund's holdings in stablecoins. In particular, the Exchange represents that the Fund does not intend to hold stablecoin for investment purposes but intends to use stablecoins as tokenized cash to cover Fund expenses, buy crypto assets, and allow for efficient trading.[36] In addition to these representations in the Proposal, the Fund would be required to comply with NYSE Arca Rule 8.201-E (Generic) with respect to its stablecoin holdings. In particular, the Fund would be required to disclose its stablecoin holdings on its website daily.[37] The dissemination of this information relating to the Fund's stablecoin holdings will facilitate transparency ( printed page 36632) with respect to the Shares and, together with the Exchange's representations with respect to the type of stablecoin the Fund will hold, diminish the risk of manipulation or unfair informational advantage. Accordingly, the Fund's proposed stablecoin holdings are reasonably designed to help prevent fraudulent and manipulative acts and practices, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and to protect investors and the public interest, and are therefore consistent with the requirements of Section 6(b)(5) of the Act.[38]
Lastly, the Shares must meet all the requirements for initial and continued listing under NYSE Arca Rule 8.201-E (Generic). The Shares will be subject to the rules and procedures of the Exchange that currently govern the trading of equity securities on the Exchange.[39] All statements and representations contained in the Proposal regarding, among others things, the description of the Fund's portfolio holdings, limitations on portfolio holdings, and the applicability of the Exchange's listing rules specified in the Proposal, will constitute continued listing requirements.[40] Moreover, the Sponsor has represented to the Exchange that it will advise the Exchange if the Fund ceases to comply with the continued listing requirements.[41] Pursuant to its obligations under Section 19(g)(1) of the Act,[42] the Exchange will monitor for compliance with the continued listing requirements; and if the Exchange becomes aware that the Fund is not in compliance with the applicable listing requirements, the Exchange will commence delisting procedures.[43]
For the reasons discussed above, the Commission finds that the Proposal is consistent with the Act.[44]
IV. Conclusion
This approval order is based on all of the Exchange's representations and descriptions in the Proposal, which the Commission has evaluated as discussed above.[45] For the reasons set forth above, the Commission finds, pursuant to Section 19(b)(2) of the Act,[46] that the Proposal is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities exchange, and in particular, with Section 6(b)(5) and Section 11A(a)(1)(C)(iii) of the Act.[47]
It is therefore ordered, pursuant to Section 19(b)(2) of the Act,[48] that the proposed rule change, as modified by Amendment No. 2 (SR-NYSEARCA-2025-77), be, and hereby is, approved.
For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.[49]
Stephanie J. Fouse,
Assistant Secretary.