Notice2026-01997
Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change To List and Trade Shares of the T. Rowe Price Active Crypto ETF under NYSE Arca Rule 8.201-E (Non-Generic) Commodity-Based Trust Shares
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
February 2, 2026
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 91 Issue 21 (Monday, February 2, 2026)</title>
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[Federal Register Volume 91, Number 21 (Monday, February 2, 2026)]
[Notices]
[Pages 4705-4706]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-01997]
[[Page 4705]]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-104726; File No. SR-NYSEARCA-2025-77]
Self-Regulatory Organizations; NYSE Arca, Inc.; Order Instituting
Proceedings To Determine Whether To Approve or Disapprove a Proposed
Rule Change To List and Trade Shares of the T. Rowe Price Active Crypto
ETF under NYSE Arca Rule 8.201-E (Non-Generic) Commodity-Based Trust
Shares
January 28, 2026.
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'') under NYSE Arca Rule 8.201-E
(Non-Generic) Commodity-Based Trust Shares. The proposed rule change
was published for comment in the Federal Register on November 28,
2025.\3\
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 104243 (Nov. 24,
2025), 90 FR 54769 (``Notice''). The Commission has received no
comment letters on the proposed rule change.
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On January 7, 2026, pursuant to Section 19(b)(2) of the Act,\4\ the
Commission designated a longer period within which to approve the
proposed rule change, disapprove the proposed rule change, or institute
proceedings to determine whether to disapprove the proposed rule
change.\5\ This order institutes proceedings under Section 19(b)(2)(B)
of the Act \6\ to determine whether to approve or disapprove the
proposed rule change.
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\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 104554, 91 FR 1229
(Jan. 12, 2026). The Commission designated February 26, 2026, as the
date by which the Commission shall approve or disapprove, or
institute proceedings to determine whether to disapprove, the
proposed rule change.
\6\ 15 U.S.C. 78s(b)(2)(B).
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II. Summary of the Proposal
As described in more detail in the Notice,\7\ the Exchange proposes
to list and trade the Shares of the Fund under NYSE Arca Rule 8.201-E
(Non-Generic), which governs the listing and trading of Commodity-Based
Trust Shares on the Exchange.
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\7\ See Notice, supra note 3.
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According to the Exchange, the Fund is an actively managed
exchange-traded product (``ETP'') that seeks to outperform the FTSE
Crypto US Listed Index (the ``Index'') \8\ over a long term (i.e.,
typically over a period of a year or longer).\9\ The Fund will only
invest in ``Eligible Assets'' and cash, cash equivalents, and/or
stablecoins.\10\ According to the Exchange, ``Eligible Assets'' are
commodities that the Sponsor has determined meet at least one of the
following eligibility criteria: (1) the commodity trades on a market
that is an Intermarket Surveillance Group (``ISG'') member, from which
the Exchange may obtain information about trading in such commodity, at
all such times that the commodity is in the Fund's portfolio; (2) the
commodity underlies a futures contract that has been made available to
trade on a designated contract market regulated by the Commodity
Futures Trading Commission for at least six months, provided that the
Exchange has a comprehensive surveillance sharing agreement in place
with such designated contract market, whether directly or through
common ISG membership, at all such times that the commodity is in the
Fund's portfolio; (3) at the time the commodity becomes part of the
Fund's portfolio, the economic exposure to such commodity represents at
least 40% of the net asset value (``NAV'') of an ETF that lists and
trades on a national securities exchange; or (4) the commodity
otherwise meets 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).\11\ Eligible Assets are not required to be identical to the
Index Constituents.\12\ Under normal circumstances, the Fund is
expected to hold between five and fifteen crypto assets \13\ that are
Eligible Assets, but may hold fewer than five or more than fifteen at
any time.\14\ As of the date of the filing, based on its assessment of
available data, the Sponsor considers the following to be 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), and Shiba Inu (SHIB).\15\ The administrator of the Fund will
calculate the NAV once each business day, as of the close of trading on
the Exchange or 4:00 p.m. E.T., whichever is earlier.\16\ In
determining the Fund's NAV, the administrator values each of the crypto
assets and stablecoins held by the Fund based on a reference rate
determined by the administrator in its sole discretion.\17\ The Fund
will create and redeem Shares with authorized participants in blocks of
10,000 Shares in exchange for cash.\18\
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\8\ The Index is comprised of the top ten crypto assets by
market capitalization that (1) the index provider has determined
meets the eligibility criteria set forth in NYSE Arca Rule 8.201-
E(d)(1) (Generic) for a commodity, or commodity that underlies a
commodity-based asset held by a trust issuing Commodity-Based Trust
Shares pursuant to such rule; or (2) constitute, or are eligible to
constitute, the underlying crypto asset for one or more ETPs or
exchange-traded funds (``ETFs'') registered with the Commission
(``Index Constituents''). The Index Constituents must meet minimum
market capitalization and liquidity thresholds, as determined by the
index provider, and are weighted by the square root of market
capitalization based on circulating supply and price. See id. at
54770.
\9\ See id. The sponsor of the Fund is T. Rowe Price Sponsor LLC
(``Sponsor''). The Fund is a Delaware statutory trust that operates
pursuant to a trust agreement between the Sponsor and the trustee
for the Fund, CSC Delaware Trust Company. The Fund will have a
custodian for its crypto asset holdings and stablecoins. See id. at
54769.
\10\ According to the Exchange, the Fund may only invest in
stablecoins (1) that maintain a fully reserved 1:1 ratio to an
underlying asset, like U.S. dollars, back up their redemption
obligations by a reserve asset, do not pay interest to the holder
nor afford the holder any governance rights, and do not represent
any ownership interest in the issuer or (2) as otherwise permissible
under federal law. See id. at 54769-70 n.7.
\11\ See id. at 54769-70. The Exchange states that the
eligibility criteria for the Eligible Assets are substantially
similar to the eligibility criteria set forth in NYSE Arca Rule
8.201-E(d)(1) (Generic). See id. at 54777. See also Securities
Exchange Act Release No. 103995 (Sept. 17, 2025), 90 FR 45414 (Sept.
22, 2025) (SR-NASDAQ-2025-056; SR-CboeBZX-2025-104; SR-NYSEARCA-
2025-54) (Order Granting Accelerated Approval of Proposed Rule
Changes, as Modified by Amendments Thereto, to Adopt Generic Listing
Standards for Commodity-Based Trust Shares).
\12\ See id. at 54771. In seeking to achieve its investment
objective, the Fund will employ an active investment strategy and
may invest in the Index Constituents in the same or different
proportions as the Index, invest in one or more crypto assets that
are not Index Constituents, or determine not to invest in one or
more crypto assets that are Index Constituents. See id. at 54770.
\13\ See id. at 54770. According to the Exchange, the Sponsor
interprets the term ``crypto asset'' to mean an asset that (1) is
generated, issued, and/or transferred using a blockchain or similar
distributed ledger technology network, including, but not limited
to, assets known as ``tokens,'' ``digital assets,''
``cryptocurrencies,'' ``virtual currencies,'' and ``coins,'' and (2)
relies on cryptographic protocols. See id. at 54769 n. 6.
\14\ See id. at 54770.
\15\ See id. at 54771.
\16\ See id.
\17\ See id.
\18\ See id. at 54777.
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III. Proceedings To Determine Whether To Approve or Disapprove SR-
NYSEARCA-2025-77 and Grounds for Disapproval Under Consideration
The Commission is instituting proceedings pursuant to Section
[[Page 4706]]
19(b)(2)(B) of the Act \19\ to determine whether the proposed rule
change should be approved or disapproved. Institution of proceedings is
appropriate at this time in view of the legal and policy issues raised
by the proposed rule change. Institution of proceedings does not
indicate that the Commission has reached any conclusions with respect
to any of the issues involved. Rather, the Commission seeks and
encourages interested persons to provide comments on the proposed rule
change.
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\19\ 15 U.S.C. 78s(b)(2)(B).
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Pursuant to Section 19(b)(2)(B) of the Act,\20\ the Commission is
providing notice of the grounds for disapproval under consideration.
The Commission is instituting proceedings to allow for additional
analysis of the proposed rule change's consistency with Section 6(b)(5)
of the Act, which requires, among other things, that the rules of a
national securities exchange be ``designed to prevent fraudulent and
manipulative acts and practices'' and ``to protect investors and the
public interest.'' \21\
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\20\ Id.
\21\ 15 U.S.C. 78f(b)(5).
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The Commission asks that commenters address the sufficiency of the
Exchange's statements in support of the proposal, which are set forth
in the Notice, in addition to any other comments they may wish to
submit about the proposed rule change. In particular, the Commission
seeks comment on whether the proposal to list and trade Shares of the
Fund, which would be actively managed and would hold crypto assets and
stablecoins, is designed to prevent fraudulent and manipulative acts
and practices or raises any new or novel concerns not previously
contemplated by the Commission.
IV. Procedure: Request for Written Comments
The Commission requests that interested persons provide written
submissions of their views, data, and arguments with respect to the
issues identified above, as well as any other concerns they may have
with the proposal. In particular, the Commission invites the written
views of interested persons concerning whether the proposal is
consistent with Section 6(b)(5) or any other provision of the Act, and
the rules and regulations thereunder. Although there do not appear to
be any issues relevant to approval or disapproval that would be
facilitated by an oral presentation of views, data, and arguments, the
Commission will consider, pursuant to Rule 19b-4, any request for an
opportunity to make an oral presentation.\22\
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\22\ Section 19(b)(2) of the Act, as amended by the Securities
Acts Amendments of 1975, Pub. L. 94-29 (June 4, 1975), grants the
Commission flexibility to determine what type of proceeding--either
oral or notice and opportunity for written comments--is appropriate
for consideration of a particular proposal by a self-regulatory
organization. See Securities Acts Amendments of 1975, Senate Comm.
on Banking, Housing & Urban Affairs, S. Rep. No. 75, 94th Cong., 1st
Sess. 30 (1975).
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Interested persons are invited to submit written data, views, and
arguments regarding whether the proposed rule change should be approved
or disapproved by February 23, 2026. Any person who wishes to file a
rebuttal to any other person's submission must file that rebuttal by
March 9, 2026.
Comments may be submitted by any of the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#ff8d8a939ad29c9092929a918b8cbf8c9a9cd1989089"><span class="__cf_email__" data-cfemail="295b5c454c044a4644444c475d5a695a4c4a074e465f">[email protected]</span></a>. Please include
file number SR-NYSEARCA-2025-77 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to file number SR-NYSEARCA-2025-77. This
file number should be included on the subject line if email is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="https://www.sec.gov/rules/sro.shtml">https://www.sec.gov/rules/sro.shtml</a>). Copies of the filing will be available for inspection and
copying at the principal office of the Exchange. Do not include
personal identifiable information in submissions; you should submit
only information that you wish to make available publicly. We may
redact in part or withhold entirely from publication submitted material
that is obscene or subject to copyright protection. All submissions
should refer to file number SR-NYSEARCA-2025-77 and should be submitted
on or before February 23, 2026. Rebuttal comments should be submitted
by March 9, 2026.
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\23\ 17 CFR 200.30-3(a)(57).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\23\
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2026-01997 Filed 1-30-26; 8:45 am]
BILLING CODE 8011-01-P
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