485BPOS: SPDR S&P MidCap 400 ETF Trust: Prospectus Update

State Street SPDR S&P MidCap 400 ETF Trust files an updated prospectus, detailing its investment objective, fees, risks, and financial performance through September 30, 2025.

Summary

• The Trust, State Street SPDR S&P MIDCAP 400 ETF Trust (formerly SPDR S&P MIDCAP 400 ETF Trust), seeks to provide investment results that generally correspond to the price and yield performance of the S&P MidCap 400 Index.
• Estimated annual trust ordinary operating expenses are 0.23% of average net assets.
• The Trust's portfolio turnover rate for the fiscal year ended September 30, 2025, was 15.77%.
• Net assets as of September 30, 2025, were $23,538,194,978, with 39,491,366 units outstanding, resulting in a Net Asset Value (NAV) per Unit of $596.03.
• Total investment return for the year ended September 30, 2025, was 5.84% based on NAV.
• The Trust qualified as a regulated investment company (RIC) for its taxable year ended September 30, 2025, and intends to continue to qualify.
• The five largest industry groups represented in the Index as of December 31, 2025, were Capital Goods (16.70%), Banks (6.58%), Technology Hardware & Equipment (6.23%), Financial Services (6.16%), and Equity Real Estate Investment Trusts (5.91%).
• The Trust's name officially changed from SPDR S&P MidCap 400 ETF Trust to State Street SPDR S&P MidCap 400 ETF Trust, effective January 28, 2026.

Sentiment

Score: 4

Explanation: While the Trust continues to track its index and maintains a competitive expense ratio, the significant decline in net increase in assets from operations, the shift to net unrealized depreciation, and net outflows from unitholder transactions in the most recent fiscal year (ended September 30, 2025) indicate a challenging period. The comprehensive risk disclosures, including geopolitical conflicts and market volatility, further temper the outlook.

Positives

• The Trust aims to provide investment results corresponding to the S&P MidCap 400 Index, offering broad exposure to mid-capitalization companies.
• The Trust maintains a relatively low estimated annual operating expense ratio of 0.23%.
• The Trust qualified as a Regulated Investment Company (RIC) for tax purposes, which generally means it will not be subject to U.S. federal income tax on distributed income.
• The Trust's total return based on NAV for the past one, five, and ten years (ending December 31, 2025) was 7.20%, 8.81%, and 10.40% respectively, closely tracking the Index.

Negatives

• Net realized losses from investments were $(340,574,532) for the year ended September 30, 2025, compared to $(272,734,775) in 2024.
• Net increase (decrease) in unrealized appreciation (depreciation) on investments was $(1,774,640,712) for the year ended September 30, 2025, a significant decrease from $2,957,472,593 in 2024.
• Net increase in net assets resulting from operations decreased significantly to $1,186,608,468 in 2025 from $4,781,908,314 in 2024.
• Net assets decreased due to Unitholder transactions by $(730,093,012) in 2025, reversing an increase of $160,512,334 in 2024.
• The Trust experienced net unrealized depreciation of $(1,308,793,301) for federal income tax purposes as of September 30, 2025.

Risks

• The Trust is not actively managed and will hold Index securities regardless of individual security, industry, or market sector performance, potentially leading to lower returns than an active strategy (Passive Strategy/Index Risk).
• Returns may not perfectly match the Index due to expenses, transaction costs, or unavailability of certain Index Securities (Index Tracking Risk).
• The Trust is subject to market fluctuations from economic/political developments, changes in interest rates, war, acts of terrorism, infectious diseases (e.g., ongoing armed conflicts in Ukraine/Russia and Israel/Hamas, and potential future public health issues like COVID-19) (Equity Investing and Market Risk).
• Stock prices of mid-capitalization companies may be more volatile, vulnerable to adverse business or economic developments, and less liquid than large-capitalization companies (Mid-Capitalization Companies Risk).
• Investments may be concentrated in an industry or group of industries if the underlying Index is concentrated, which may increase the volatility of the Trust (Concentration Risk).
• A liquid trading market for certain Portfolio Securities may not exist, adversely affecting sale prices and portfolio value (Liquid Trading Market Risk).
• Trading in Units on the Exchange may be halted due to market conditions or extraordinary market volatility (Trading Issues).
• Market prices of Units may deviate significantly from NAV, especially during market volatility, leading to potential losses if purchased at a premium or sold at a discount (Fluctuation of NAV; Unit Premiums and Discounts).
• Investors buying or selling Units in the secondary market will incur brokerage commissions or other charges and bid/ask spreads, which can significantly reduce investment results for frequent or small trades (Costs of Buying or Selling Units).
• Investors in the Trust should consider the U.S. federal, state, local, and other tax consequences of the ownership and disposition of Units (Adverse Tax Consequences).
• Creation Unit transactions may be delayed or fail due to liquidity constraints or if not processed through the continuous net settlement clearing process (Clearing and settlement of Creation Units may be delayed or fail).
• The value of underlying real estate related securities may decline due to general/local economies, new construction, laws/regulations, interest rates, and concentration in specific geographic areas or property types (Real Estate Investment Trusts (REITs) Risks).

Future Outlook

The Trust intends to qualify as a regulated investment company (RIC) in current and future taxable years. The License Agreement for the S&P MidCap 400 Index is scheduled to terminate on November 29, 2031, but its term may be extended. Management is currently evaluating the impact of ASU 2023-09 (Improvements to Income Tax Disclosures), effective for annual periods beginning after December 15, 2024, but does not expect it to materially impact the financial statements.

Management Comments

• The Trust believes that it qualified as a regulated investment company under Subchapter M of the Code (a RIC) for its taxable year ended September 30, 2025 and intends to qualify as a RIC in the current and future taxable years.
• Management is currently evaluating the impact of the ASU [ASU 2023-09] but does not expect this guidance to materially impact the financial statements.

Industry Context

This filing is a routine prospectus update for an established Exchange-Traded Fund (ETF) tracking the S&P MidCap 400 Index. The ETF structure allows for continuous creation and redemption of units, aiming to keep market prices close to Net Asset Value (NAV). The fund's passive strategy aligns with the broader trend of index-based investing, which has seen significant growth due to its low-cost and transparent nature compared to actively managed funds. The mention of ongoing global conflicts (Ukraine/Russia, Israel/Hamas) and potential public health crises reflects a general industry awareness of geopolitical and macroeconomic risks impacting equity markets. The fund's mid-capitalization focus positions it in a segment that can offer higher growth potential than large-cap but with greater volatility and liquidity risks.

Comparison to Industry Standards

• Expense Ratio: The estimated annual operating expense ratio of 0.23% is competitive for a passively managed ETF tracking a broad market index, though it is higher than some direct competitors like Vanguard Mid-Cap ETF (VO) at 0.04% and iShares Core S&P Mid-Cap ETF (IJH) at 0.05%.
• Tracking Performance: The Trust's total return closely tracks the S&P MidCap 400 Index, with a 1-year return of 7.20% (Trust NAV) vs. 7.50% (Index), a 5-year return of 8.81% (Trust NAV) vs. 9.12% (Index), and a 10-year return of 10.40% (Trust NAV) vs. 10.72% (Index) as of December 31, 2025. This indicates effective index replication, which is a key standard for passive ETFs.
• Bid/Ask Spreads: The closing price was within 0.25% of NAV 100% of the time throughout 2025, suggesting good liquidity and tight spreads, which is a positive for secondary market investors.
• Portfolio Turnover: A portfolio turnover rate of 15.77% for the fiscal year ended September 30, 2025, is typical for an index fund that adjusts its holdings to match index rebalancings, generally lower than actively managed funds, contributing to lower transaction costs.

Corporate Governance

Related Party Transactions

• The Trustee (The Bank of New York Mellon) used BNY Mellon Capital Markets, LLC, an affiliate, to execute some brokerage transactions for the Trust.
• Commissions paid to BNY Mellon Capital Markets, LLC were $1,096,865 for the fiscal year ended September 30, 2025, $1,449,445 in 2024, and $1,422,213 in 2023.
• The Sponsor (PDR Services LLC) is an indirect, wholly owned subsidiary of Intercontinental Exchange, Inc. (ICE).
• The Sponsor is reimbursed by the Trust for certain expenses (e.g., legal fees, S&P licensing fees, marketing materials) up to 0.30% per annum of the daily net asset value.
• The Trust reimbursed the Sponsor for $228,380, $205,517, and $279,391 of legal fees for the years ended September 30, 2025, 2024, and 2023, respectively.
• The Sponsor pays ALPS Distributors, Inc. (the Distributor) a flat annual fee of $35,000 for its services and does not seek reimbursement from the Trust for this payment without prior SEC exemptive relief.
• The Trustee and its affiliates held $1,635,873,474 or 6.95% of fractional undivided interest in the Trust as of September 30, 2025.

Stakeholder Impact

• Shareholders (Unitholders): Will experience the Trust's performance, including dividends and capital gains/losses. Subject to market risks, premiums/discounts, and transaction costs. Tax implications depend on individual circumstances. Beneficial Owners have limited voting rights.
• Institutional Investors (Authorized Participants): Can purchase/redeem Units directly with the Trust in large blocks (Creation Units) in-kind, incurring transaction fees. They play a role in maintaining the market price close to NAV.
• Trustee (The Bank of New York Mellon): Receives fees for administrative, custodial, and transfer agent services, and for adjusting the portfolio. Also earns commissions from affiliated broker-dealers.
• Sponsor (PDR Services LLC): Receives reimbursements for certain expenses and is responsible for the Trust's organization and oversight.
• Distributor (ALPS Distributors, Inc.): Receives an annual fee from the Sponsor for distribution services.
• S&P Dow Jones Indices LLC: Licenses the S&P MidCap 400 Index to the Trust, receiving license fees.

Next Steps

• The Trustee will continue to adjust the portfolio to conform to periodic changes made by S&P to the identity and/or relative weightings of Index Securities in the Index.
• The Trust intends to declare and distribute dividends from net investment income quarterly and net realized capital gains at least annually.
• Management is evaluating the impact of ASU 2023-09 on income tax disclosures, effective for annual periods beginning after December 15, 2024.
• The License Agreement for the S&P MidCap 400 Index is scheduled to terminate on November 29, 2031, but its term may be extended.

Key Dates

Recommendation

The Trust is a passive ETF designed to track the S&P MidCap 400 Index. Its performance generally aligns with the index, and its expense ratio is competitive, though not the lowest in its category. The recent fiscal year (ended September 30, 2025) showed a significant decline in net asset growth from operations and net outflows from unitholder transactions, coupled with net unrealized depreciation. However, this is a snapshot of a specific period and the Trust's long-term tracking performance remains solid. Given its passive nature and objective, the recommendation is to hold for investors seeking mid-cap exposure, but new investors should be aware of the recent financial performance trends and the inherent market risks. It's not a "buy" due to the recent negative financial trends, nor a "sell" as its core function as an index tracker remains intact and long-term returns are positive.

Keywords

ETF, SPDR, S&P MidCap 400 Index, Mid-capitalization stocks, Unit Investment Trust, Passive investing, Exchange-Traded Fund, Investment performance, Financial statements, SEC filing, Market risk, Equity investing, Portfolio turnover, Net asset value, Dividends, Taxation, PDR Services LLC, The Bank of New York Mellon