UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-08239

ProFunds

(Exact name of registrant as specified in charter)

7272 Wisconsin Avenue, 21st Floor	Bethesda, MD	20814
(Address of principal executive offices)		(Zip code)

Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, OH 43219

(Name and address of agent for service)

Registrant’s telephone number, including area code: (240) 497-6400

Date of fiscal year end:  December 31                                              

Date of reporting period:  December 31, 2022                                         

Item 1. Reports to Stockholders.

Annual Report

DECEMBER 31, 2022

Government Money Market ProFund

Table of Contents

1	Message from the Chairman
3	Fund Performance, Allocation of Portfolio Holdings and Expense Examples
7	Financial Statements and Financial Highlights
11	Notes to Financial Statements
16	Report of Independent Registered Public Accounting Firm
17	Board Approval of Investment Advisory Agreement
18	Trustees and Officers
19	Government Cash Management Portfolio

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Message from the Chairman

Dear Shareholder:

During these times of geopolitical and economic uncertainty, I want to reaffirm our commitment to providing you, our investors, with innovative products and services to help you meet your investment objectives. The following is our Government Money Market ProFund Annual Report to Shareholders for the twelve months ending December 31, 2022.

The Government Money Market ProFund invests substantially all of its assets in the Government Cash Management Portfolio, a separate investment company managed by DWS Investment Management Americas, Inc.

Money market rates moved in a range of between 0.1% and 4.4% during the year, closely tracking the effective Federal Funds rate, which ended the period at 4.33%.

Interest Rates Increase as Policymakers Fight Inflation

Concerns about persistently high inflation and looming recession dominated economic policymaking in 2022. In the United States, the Federal Reserve launched an aggressive effort to tighten monetary policy that continued throughout the year, eventually bringing its short-term rate to a target range of between 4.25% and 4.5%. The Fed's initial series of rate hikes occurred at the fastest pace since the 1980s, and has pushed borrowing costs to their highest levels since 2008. Fed Chair Jerome Powell indicated in November, however, that the pace of rate hikes might soon begin to moderate, and in December, the Fed increased rates by 50 basis points instead of 75 basis points, as it had at its previous four meetings.

Despite the Fed's efforts to cool the economy and the consequent market volatility, the U.S. economy showed signs of resilience. Following modest contractions during the first two quarters of 2022, U.S. GDP posted 3.2% growth in the third quarter and 2.9% in the fourth quarter. Unemployment ended the year at 3.5%, and the U.S. dollar displayed strength as well, rising 6.2% over the year, based on the Bloomberg Dollar Spot Index.

Government Money Market ProFund

During this period, which has been characterized by persistent inflation and rising interest rates, the Government Money Market ProFund continued to achieve its objective of maintaining a stable net asset value of $1.00 per share for investors. The fund potentially benefits investors by seeking a higher level of current income consistent with liquidity and capital preservation. It also serves investors as a vehicle for moving money between ProFunds products, or for holding assets until they are ready to invest. We thank you for the trust and confidence you have placed in us by using the Government Money Market ProFund, and we appreciate the opportunity to continue serving your investment needs.

Sincerely,

 

Michael L. Sapir
Chairman of the Board of Trustees

1

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Fund Performance, Allocation of Portfolio Holdings and Expense Examples

4 :: Government Money Market ProFund :: Fund Performance

The Government Money Market ProFund seeks, as its investment objective, a high level of current income consistent with liquidity and preservation of capital. The seven-day yield, as of December 31, 2022, was 3.35% for the Investor Class and 2.32% for the Service Class.

The assets of the Fund are part of a $32.2 billion portfolio managed by DWS Investment Management Americas, Inc. Its managers seek to maintain a stable net asset value of $1.00, however there is no assurance that they will be able to do so.

An investment in this Fund is neither guaranteed nor insured by the Federal Deposit Insurance Corporation or any other government agency. Although the ProFund strives to maintain the value of your investment at $1.00 per share, it is possible to lose money by investing in this Fund.

Past performance is not predictive of future results. The performance data quoted represents past performance and current returns may be lower or higher. Yield will vary and principal value may fluctuate so that the investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. To obtain performance information current to the most recent month end, please visit ProFunds.com.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Allocation of Portfolio Holdings and Expense Examples :: Government Money Market ProFund :: 5

Investment Objective: The Government Money Market ProFund seeks a high level of current income consistent with liquidity and preservation of capital.

An investment in this ProFund is neither guaranteed nor insured by the Federal Deposit Insurance Corporation or any other government agency. Although the ProFund strives to maintain the value of your investment at $1.00 per share, it is possible to lose money by investing in the ProFund.

Allocation of Portfolio Holdings

Government Money Market ProFund Market Exposure

Investment Type	% of Net Assets
Investment in Government Cash Management Portfolio(a)		112	%
Total Exposure		112	%

^(a) The Government Cash Management Portfolio holdings are included in the accompanying financial statements of the Portfolio.

Government Cash Management Portfolio Asset Allocation^(a)

Investment Type	% of Net Assets
Government & Agency Obligations
U.S. Government Sponsored Agencies		18	%
U.S. Treasury Obligations		9	%
Repurchase Agreements		73	%

Expense Examples

As a ProFund shareholder, you may incur two types of costs: (1) transaction costs, including wire redemption fees; and (2) ongoing costs, including management fees; distribution and service (12b-1) fees; and other ProFund expenses (including expenses allocated from the Government Cash Management Portfolio). These examples are intended to help you understand your ongoing costs (in dollars) of investing in the ProFund and to compare these costs with the ongoing cost of investing in other mutual funds. Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher. Therefore, these examples are useful in comparing ongoing costs only and will not help you determine the relative total cost of owning different funds.

Actual Expenses

The actual expense examples are based on an investment of $1,000 invested at the beginning of a six-month period and held throughout the period ended December 31, 2022.

The columns below under the heading entitled "Actual" provide information about actual account values and actual expenses. You may use this information, together with the amount you invested, 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 in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purposes

The hypothetical expense examples are based on an investment of $1,000 invested at the beginning of a six-month period and held throughout the period ended December 31, 2022.

The columns below under the heading entitled "Hypothetical" provide information about hypothetical account values and hypothetical expenses based on the ProFund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the ProFund's actual return. 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 may use this information to compare the ongoing costs of investing in the ProFund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

						Actual				Hypothetical (5% return before expense)
	Annualized Expense Ratio During Period			Beginning Account Value 7/1/22		Ending Account Value 12/31/22		Expenses Paid During Period*		Ending Account Value 12/31/22		Expenses Paid During Period*
Government Money Market ProFund – Investor Class		0.98	%	$	1,000.00	$	1,009.70	$	4.96	$	1,020.27	$	4.99
Government Money Market ProFund – Service Class		1.75	%		1,000.00		1,005.90		8.85		1,016.38		8.89

* Expenses are equal to the average account value over the period multiplied by the ProFund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

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Financial Statements and Financial Highlights

8 :: Government Money Market ProFund :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Investment in Government Cash Management Portfolio, at value	$	223,733,252
Receivable for capital shares issued		4,128,004
Prepaid expenses		24,803
TOTAL ASSETS		227,886,059
LIABILITIES:
Distributions payable		16,997
Payable for capital shares redeemed		28,590,089
Management services fees payable		85,322
Administration fees payable		6,156
Distribution and services fees payable-Service Class		8,695
Transfer agency fees payable		48,080
Compliance services fees payable		1,531
Service fees payable		1,255
Other accrued expenses		183,106
TOTAL LIABILITIES		28,941,231
NET ASSETS	$	198,944,828
NET ASSETS CONSIST OF:
Capital	$	199,203,203
Total distributable earnings (loss)		(258,375	)
NET ASSETS	$	198,944,828
INVESTOR CLASS:
Net Assets	$	188,251,213
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		188,496,780
Net Asset Value (offering and redemption price per share)	$	1.00
SERVICE CLASS:
Net Assets	$	10,693,615
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		10,706,119
Net Asset Value (offering and redemption price per share)	$	1.00

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	3,658,034	(a)
Expenses		(134,042	)(a)(b)
TOTAL INVESTMENT INCOME		3,523,992
EXPENSES:
Management services fees		775,651
Administration fees		71,372
Distribution and services fees-Service Class		40,832
Transfer agency fees		277,150
Administrative services fees		179,350
Registration and filing fees		55,221
Fund accounting fees		10,000
Trustee fees		4,162
Compliance services fees		1,605
Service fees		13,973
Audit fees		140,684
Other fees		60,334
Recoupment of prior expenses reimbursed by the Advisor		179,510
Total Gross Expenses before reductions		1,809,844
Less Expenses reduced by the Advisor		(396,925	)
TOTAL NET EXPENSES		1,412,919
NET INVESTMENT INCOME		2,111,073
REALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		(258,080	)(a)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	1,852,993

^(a)  Allocated from Government Cash Management Portfolio.

^(b)  For the year ended December 31, 2022, the Advisor to the Government Cash Management Portfolio waived fees, of which $169,186 was allocated to the Government Money Market ProFund on a pro-rated basis.

See accompanying notes to the financial statements.

Financial Statements :: Government Money Market ProFund :: 9

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income	$	2,111,073		$	47,873
Net realized gains (losses) on investments		(258,080	)		3,219
Change in net assets resulting from operations		1,852,993			51,092
DISTRIBUTIONS TO SHAREHOLDERS:
Total Distributions
Investor Class		(2,049,183	)		(44,300	)
Service Class		(63,462	)		(2,023	)
Change in net assets resulting from distributions		(2,112,645	)		(46,323	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued
Investor Class		3,014,039,725			3,633,566,774
Service Class		54,449,952			61,280,585
Distributions reinvested
Investor Class		1,979,126			39,632
Service Class		63,462			1,876
Value of shares redeemed
Investor Class		(3,021,602,279	)		(3,663,943,541	)
Service Class		(52,955,225	)		(61,771,682	)
Change in net assets resulting from capital transactions		(4,025,239	)		(30,826,356	)
Change in net assets		(4,284,891	)		(30,821,587	)
NET ASSETS:
Beginning of period		203,229,719			234,051,306
End of period	$	198,944,828		$	203,229,719
SHARE TRANSACTIONS:
Issued
Investor Class		3,014,039,725			3,633,566,774
Service Class		54,449,952			61,280,585
Reinvested
Investor Class		1,979,126			39,632
Service Class		63,462			1,876
Redeemed
Investor Class		(3,021,602,279	)		(3,663,943,541	)
Service Class		(52,955,225	)		(61,771,682	)
Change in shares		(4,025,239	)		(30,826,356	)

See accompanying notes to the financial statements.

10 :: Government Money Market ProFund :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

			Investment Activities						Distributions to Shareholders From
	Net Asset Value, Beginning of Period		Net Investment Income(a)(b)		Net Realized Gains (Losses) on Investments(b)		Total from Investment Activities		Net Investment Income		Net Realized Gains on Investments		Total Distributions
Government Money Market ProFund
Investor Class
Year Ended December 31, 2022	$	1.000	0.010		—	(d)	0.010		(0.010	)	—		(0.010	)
Year Ended December 31, 2021	$	1.000	—	(d)	—	(d)	—	(d)	—	(d)	—		—	(d)
Year Ended December 31, 2020	$	1.000	0.001		—	(d)	0.001		(0.001	)	—		(0.001	)
Year Ended December 31, 2019	$	1.000	0.013		—	(d)	0.013		(0.013	)	—		(0.013	)
Year Ended December 31, 2018	$	1.000	0.009		—	(d)	0.009		(0.009	)	—	(d)	(0.009	)
Service Class
Year Ended December 31, 2022	$	1.000	0.006		—	(d)	0.006		(0.006	)	—		(0.006	)
Year Ended December 31, 2021	$	1.000	—	(d)	—	(d)	—	(d)	—	(d)	—		—	(d)
Year Ended December 31, 2020	$	1.000	—	(d)	—	(d)	—	(d)	—	(d)	—		—	(d)
Year Ended December 31, 2019	$	1.000	0.003		—	(d)	0.003		(0.003	)	—		(0.003	)
Year Ended December 31, 2018	$	1.000	0.002		—	(d)	0.002		(0.002	)	—	(d)	(0.002	)

					Ratios to Average Net Assets									Supplemental Data
Net Asset Value, End of Period		Total Return			Gross Expenses(b)(c)			Net Expenses(b)			Net Investment Income(b)			Net Assets, End of Period (000's)
$	1.000		0.99	%		0.86	%		0.68	%(e)		0.97	%	$	188,251
$	1.000		0.02	%		0.70	%		0.04	%(e)		0.02	%	$	194,082
$	1.000		0.14	%		0.84	%		0.34	%(e)		0.14	%	$	224,414
$	1.000		1.25	%		0.98	%		0.98	%		1.26	%	$	277,733
$	1.000		0.86	%		1.01	%		1.01	%		0.87	%	$	460,210
$	1.000		0.61	%		1.22	%		1.04	%(e)		0.57	%	$	10,694
$	1.000		0.02	%		0.70	%		0.04	%(e)		0.02	%	$	9,148
$	1.000		0.02	%		1.24	%		0.41	%(e)		0.02	%	$	9,637
$	1.000		0.31	%		1.98	%		1.98	%		0.32	%	$	8,436
$	1.000		0.20	%		1.64	%		1.64	%		0.20	%	$	14,517

^(a)  Per share net investment income has been calculated using the average daily shares method.

^(b)  Per share amounts and percentages include the applicable allocation from the Government Cash Management Portfolio.

^(c)  For the periods ended December 31, 2022, December 31, 2021, December 31, 2020, December 31, 2019, and December 31, 2018, the Advisor to the Government Cash Management Portfolio waived fees which were allocated to the Government Money Market ProFund on a pro-rata basis. If included, the corresponding impact to the gross expense ratio would be an increase of 0.08%, 0.11%, 0.06%, 0.07%, and 0.04%, respectively.

^(d)  Amount is less than $0.0005.

^(e)  The expense ratio for the period reflects the deduction of certain expenses to maintain a certain minimum net yield.

See accompanying notes to the financial statements.

Notes to Financial Statements

12 :: Government Money Market ProFund :: Notes to Financial Statements :: December 31, 2022

1. Organization

ProFunds (the "Trust") consists of 117 separate investment portfolios and is registered as an open-end management investment company under the Investment Company Act of 1940 (the "1940 Act") and thus follows accounting and reporting guidance for investment companies. The Trust is organized as a Delaware statutory trust and is authorized to issue an unlimited number of shares of beneficial interest of no par value which may be issued in more than one class or series. The accompanying financial statements relate to the Government Money Market ProFund, (the "ProFund"). The ProFund has two classes of shares: the Investor Class and Service Class. The ProFund is a feeder fund in a master-feeder fund structure and seeks to achieve its objective by investing all of its investable assets in the Government Cash Management Portfolio (the "Portfolio"), an open-end management investment company that is advised by DWS Investment Management Americas, Inc. ("DIMA") and has the same investment objective as the ProFund. As of December 31, 2022, the percentage of the Portfolio's interests owned by the ProFund was 0.7%. The financial statements of the Portfolio, including its schedule of portfolio investments, are included in this report and should be read in conjunction with the ProFund's financial statements.

Each class of shares has identical rights and privileges except with respect to fees paid under the Distribution and Shareholder Services Plan and voting rights on matters affecting a single class of shares.

Under the Trust's organizational documents, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts with its vendors and others that provide for general indemnifications. The Trust and ProFund's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the ProFund.

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the ProFund in preparation of its financial statements. These policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The actual results could differ from those estimates.

Investment Valuation

The ProFund records its investments in the Portfolio at fair value, which represents its proportionate ownership of the value of the Portfolio's net assets. The valuation techniques used to determine fair value are further described in Note 3. The Portfolio's Notes to Financial Statements included elsewhere in this report provide information about the Portfolio's valuation policy and its period-end security valuations.

Investment Transactions and Related Income

Investment transactions are accounted for on trade date on the last business day of the reporting period.

The ProFund records daily its proportionate share of the Portfolio's income, expenses, and realized gains and losses. In addition, the ProFund accrues its own expenses.

Allocations

Expenses directly attributable to the ProFund are charged to the ProFund, while expenses which are attributable to more than one fund in the Trust, or jointly with an affiliate, are allocated among the respective funds in the Trust and/or affiliate based upon relative net assets or another reasonable basis.

The investment income, expenses (other than class specific expenses charged to a class) and realized gains and losses on investments of the ProFund are allocated to each class of shares based upon relative net assets on the date income is earned or expenses and realized gains and losses are incurred.

Distributions to Shareholders

The ProFund declares distributions from net investment income daily and pays the dividends on a monthly basis. Net realized capital gains, if any, will be distributed annually.

The amount of distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature (e.g., return of capital, distribution reclassification), such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences do not require reclassification.

Federal Income Taxes

The ProFund intends to continue to qualify each year as a regulated investment company (a "RIC") under Subchapter M of the Internal Revenue Code of 1986, as amended. A RIC generally is not subject to federal income tax on income and gains distributed in a timely manner to its shareholders. The ProFund intends to make timely distributions in order to avoid tax liability. Accordingly, no provision for federal income taxes is required in the financial statements. The ProFund has a calendar tax year end.

Management of the ProFund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then, as applicable). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken and the ProFund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

3. Investment Valuation Summary

The valuation techniques employed by the ProFund, described below, maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs

December 31, 2022 :: Notes to Financial Statements :: Government Money Market ProFund :: 13

used for valuing the ProFund's investments are summarized in the three broad levels listed below:

•  Level 1 – quoted prices in active markets for identical assets

•  Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayments speeds, credit risk, etc.)

•  Level 3 – significant unobservable inputs (including the ProFund's own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy.

As of December 31, 2022, the ProFund's $233,733,252 investment in the Portfolio, which is a registered investment company, is based on Level 2 inputs due to the ProFund's master-feeder structure. There were no Level 1 or Level 3 investments held by the ProFund during the year ended December 31, 2022.

4. Fees and Transactions with Affiliates and Other Parties

ProFund Advisors LLC (the "Advisor") serves as the investment advisor of the ProFund for an annual fee equal to 0.35% of the average daily net assets of the ProFund, although no fee is payable under the agreement unless the master-feeder relationship with the Portfolio is terminated and the Advisor directly invests the assets of the ProFund. DIMA is the investment advisor to the Portfolio in which the ProFund invests its assets.

Citi Fund Services Ohio, Inc. ("Citi") acts as the Trust's administrator (the "Administrator"). For its services as Administrator, the Trust pays Citi an annual fee based on the Trust's aggregate average net assets at an annualized tier rate ranging from 0.00375% to 0.05%, and a base fee for certain filings. Administration fees include additional fees paid to Citi by the Trust for additional services provided, including support of the Trust's compliance program.

FIS Investor Services LLC ("FIS") acts as the Trust's transfer agent. For these services, the Trust pays FIS a base fee, account and service charges, and reimbursement of certain expenses.

ProFunds Distributors, Inc. (the "Distributor"), a wholly owned subsidiary of the Advisor, serves as the Trust's distributor. Under a Distribution and Shareholder Services Plan, adopted by the Trust's Board of Trustees pursuant to Rule 12b-1 under the 1940 Act, the ProFund may pay financial intermediaries such as broker-dealers, investment advisors and the Distributor up to 1.00%, on an annualized basis, of the average daily net assets attributable to Service Class shares as compensation for service and distribution-related activities and/or shareholder services with respect to Service Class shares.

The Distribution and Service Fees were suspended at the start of the year, the Distribution and Service Fees were incrementally reinstated over the course of the year as follows:

For the Period:	Distribution and Service Fees reinstated:
January 1 through June 30, 2022		—
July 1 through July 31, 2022		0.10	%
August 1 through August 31, 2022		0.50	%
September 1 through December 31, 2022		1.00	%

Had the ProFund paid an amount equal to 1.00% of the average daily net assets attributable to Service Class shares for the entire year, the Distribution and Service Fees would have been $111,935 for the year ended December 31, 2022.

The Advisor, pursuant to a separate Management Services Agreement, performs certain client support services and other administrative services on behalf of the ProFund. For these services, the ProFund pays the Advisor a fee at the annual rate of 0.35% of its average daily net assets for providing feeder fund management and administrative services to the ProFund.

The Advisor, pursuant to a separate Services Agreement, performs certain services related to the operation and maintenance of a shareholder trading platform. For these services, the Trust pays the Advisor a monthly base fee as reflected on the Statement of Operations as "Service fees".

The ProFund pays fees to certain intermediaries or financial institutions for record keeping, sub-accounting services, transfer agency and other administrative services as reflected on the Statement of Operations as "Administrative services fees".

Certain Officers and a Trustee of the Trust are affiliated with the Advisor or the Administrator. Except as noted below with respect to the Trust's Chief Compliance Officer, such Officers and Trustee receive no compensation from the ProFund for serving in their respective roles. The Trust, together with affiliated Trusts, pays each Independent Trustee compensation for his services at the annual rate of $325,000 per Trustee, inclusive of all meetings. During the year ended December 31, 2022, actual Trustee compensation was $975,000 in aggregate from the Trust and affiliated trusts. There are certain employees of the Advisor, such as the Trust's Chief Compliance Officer and staff who administer the Trust's compliance program, in which the ProFund reimburses the Advisor for their related compensation and certain other expenses incurred as reflected on the Statement of Operations as "Compliance services fees".

The Advisor has contractually agreed to waive management services fees, and if necessary, reimburse certain other expenses of the ProFund for the periods below in order to limit the annual operating expenses (exclusive of brokerage costs, interest, taxes, litigation, indemnification, and extraordinary expenses) as follows:

	For the Period May 1, 2022 through April 30, 2023						For the Period May 1, 2021 through April 30, 2022
	Investor Class			Service Class			Investor Class			Service Class
Government Money Market ProFund		0.98	%		1.98	%		0.98	%		1.98	%

14 :: Government Money Market ProFund :: Notes to Financial Statements :: December 31, 2022

The Advisor has also contractually agreed to waive management services fees, and if necessary, reimburse certain other expenses of the ProFund through April 30, 2023 to the extent necessary to maintain a certain minimum net yield as determined by the Advisor. The Advisor has contractually undertaken to waive its fees and/or reimburse certain expenses to maintain the minimum yield floor limit at 0.02% through April 30, 2023.

The Advisor may recoup the management services fees contractually waived or limited and other expenses reimbursed by it within three years from the expense limit period and minimum yield limit period in which they were taken. Such recoupment shall be made monthly, but only to the extent that such recoupment would not cause the net yield of each Class of the ProFund to fall below the highest previously determined minimum yield and such recoupment would not cause annualized operating expenses to exceed the expense limit in effect at the time of the waiver, and the expense limit in effect at the time of the recoupment. Any amounts recouped by the Advisor during the period are reflected on the Statement of Operations as "Recoupment of prior expenses reduced by the Advisor". As of December 31, 2022, the recoupments that may potentially be made by the ProFund are as follows:

	Expires 4/30/23		Expires 4/30/24		Expires 4/30/25		Total
Government Money Market ProFund	$	25,272	$	1,712,162	$	1,234,557	$	2,971,991

5. Investment Risks

The Fund may be subject to other risks in addition to these identified risks. This section discusses certain common principal risks encountered by the Fund. The risks are presented in an order intended to facilitate readability, and their order does not imply that the realization of one risk is likely to occur more frequently than another risk, nor does it imply that the realization of one risk is likely to have a greater adverse impact than another risk.

Natural Disaster/Epidemic Risk

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, the novel coronavirus (COVID-19)), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such as natural disaster and health crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of the ProFund and its investments. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under these circumstances, the ProFund may have difficulty achieving its investment objective which may adversely impact performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the ProFund's investment advisor and third-party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the ProFund's investments. These factors can cause substantial market volatility, exchange trading suspensions and closures and can impact the ability of the ProFund to complete redemptions and otherwise affect ProFund performance and ProFund trading in the secondary market. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have significant impact on the ProFund's performance, resulting in losses to your investment.

Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shocks

The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19 (including any variants). These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the ProFund to quickly become outdated or inaccurate, resulting in significant losses. Additionally, other public health issues, war, military conflicts, sanctions, acts of terrorism, sustained elevated inflation, supply chain issues or other events could have a significant negative impact on global financial markets and economies. Russia's recent military incursions in Ukraine have led to and may lead to additional sanctions being levied by the United States, European Union and other countries against Russia. Russia's military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the value of the ProFund's investments, even beyond any direct exposure the ProFund may have to the region or to adjoining geographic regions. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could have a severe adverse effect on the region, including significant negative impacts on the economy and the markets for certain securities and commodities, such as oil and natural gas. How long such tensions and related events will last cannot be predicted. These tensions and any related events could have significant impact on the ProFund performance and the value of an investment in the ProFund.

December 31, 2022 :: Notes to Financial Statements :: Government Money Market ProFund :: 15

6. Federal Income Tax Information

The tax character of dividends paid to shareholders during the applicable tax years ended, as noted below, were as follows:

	Ordinary Income		Total Distributions Paid
December 31, 2022
Government Money Market ProFund	$	2,111,273	$	2,111,273
December 31, 2021
Government Money Market ProFund	$	47,673	$	47,673

As of the most recent tax year ended December 31, 2022, the components of accumulated earnings (deficit) on a tax basis were as follows:

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Distributions Payable		Accumulated Capital and Other Losses			Total Unrealized Appreciation (Depreciation)		Accumulated Earnings (Deficit)
Government Money Market ProFund	$	—	$	—	$	—	$	(258,375	)	$	—	$	(258,375	)

As of the tax year ended December 31, 2022, the ProFund had net capital loss carryforwards ("CLCFs") as summarized in the table below:

	No Expiration Date
Government Money Market ProFund	$	258,375

Unused limitations accumulate and increase limited CLCFs available for use in offsetting net capital gains. The Board does not intend to authorize a distribution of any realized gain for the ProFund until any applicable CLCF has been offset or utilized.

7. Subsequent Events

On December 13, 2022, the Board of Trustees approved a Plan of Liquidation and Termination for the Telecommunications UltraSector ProFund, a separate investment portfolio of the Trust not included in this report. Effective February 7, 2023, the Telecommunications UltraSector ProFund was liquidated and closed. Subsequently, the total number of separate investment portfolios in the Trust was reduced from 117 to 116.

The ProFund has evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no additional subsequent events to report that have a material impact on the ProFund's financial statements.

16 :: Government Money Market ProFund :: Report of Independent Registered Public Accounting Firm

To the Board of Trustees of ProFunds and Shareholders of Government Money Market ProFund

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Government Money Market ProFund (one of the funds constituting ProFunds, referred to hereafter as the "Fund") as of December 31, 2022, the related statement of operations for the year ended December 31, 2022, the statement of changes in net assets for each of the two years in the period ended December 31, 2022 including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (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, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period ended December 31, 2022 and the financial highlights for each of the five years in the period ended December 31, 2022 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.

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, 2022 by correspondence with the Accounting Agent for the Master Fund. We believe that our audits provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP
Baltimore, Maryland
February 27, 2023

We have served as the auditor of one or more investment companies in ProFunds and ProShares Trust group since 1997.

December 31, 2022 :: Board Approval of Investment Advisory Agreement :: Government Money Market ProFund :: 17

At a meeting held on September 12-13, 2022, the Board of Trustees (the "Board") of ProFunds (the "Trust") considered the the annual renewal of the Investment Advisory Agreement between ProFund Advisors LLC (the "Advisor") and the Trust on behalf of the Government Money Market ProFund (the "Fund") (the "Advisory Agreement").

The Board did not identify any particular information that was most relevant to its consideration to approve the continuation of the Advisory Agreement and each Trustee may have afforded different weight to the various factors. The Board received a memorandum from independent legal counsel to the Independent Trustees regarding the Board's fiduciary responsibilities under state and federal law with respect to the Board's considerations of the renewal or approval of investment advisory agreements. The Independent Trustees were advised by their independent legal counsel throughout the process, including about the legal standards applicable to their review. The Independent Trustees met in executive session to discuss and evaluate the information provided by the Advisor and the independent consultant.

The Board noted that the Fund is a feeder fund that invests all its shares in a master fund that is advised by a third party investment adviser. The Trustees noted that the contractual amount of the fee is 0.35% of the Fund's average annual daily net assets, but that the Advisor does not collect this fee for so long as the Fund is a feeder fund that invests in shares of a master fund. The Board also noted that the Fund pays the Advisor a Management Services fee of 0.35% of the Fund's average annual daily net assets, all of which the Advisor has waived. The Board noted that the Advisor has contractually agreed to reduce Fund expenses to retain a certain minimum yield as well as to reimburse advisory and management services fees that exceed 0.98% for the Investor Class and 1.98% for the Service Class through April 30, 2023. In response to a request from the Independent Trustees, the Advisor provided information for the Board to consider relating to the continuation of the Advisory Agreement in light of the structure of the Fund.

The Board considered that the Advisor has the requisite portfolio management skills to manage the Fund if necessary and considered the reasonableness of the fee should the Advisor begin to provide services under the Advisory Agreement. In assessing the reasonableness of the fee, the Board considered the nature of the services described in the Advisory Agreement, and fees charged by comparable money market funds.

In its deliberations, the Board also considered the Advisor's non-advisory services, including those performed under a separate Management Services Agreement. The Board considered any indirect, or "fall-out," benefits that the Advisor or its affiliates derived from their relationship to the Fund but concluded that such benefits were relatively insignificant. The Board considered that ProFund Distributors, Inc. ("PDI"), a wholly-owned subsidiary of the Advisor, earns fees from the Fund for providing services under a Distribution and Shareholder Services Plan.

In addition to the information provided and discussions that occurred at the meeting at which the Board took action regarding the renewal of the Advisory Agreement, the Board regularly considers matters bearing on the Fund and its investment advisory, administration and distribution arrangements including the Fund's investment results and performance data, at its regular meetings throughout the year. The Board's conclusions may take into account their consideration of the relevant arrangements during the course of the year and in prior years.

Based on, but not limited to, the above considerations and determinations, the Board, including all of the Independent Trustees, determined that the Advisory Agreement for the Fund is fair and reasonable in light of the nature, extent and quality of the services to be performed, the fee rates to be paid, the Advisor's expenses, the feeder fund structure of the Fund, and such other matters as the Board considered relevant in the exercise of its business judgement. Accordingly, the Board concluded that the continuation of the Advisory Agreement and the continued investment by the Fund into the master portfolio was in the best interests of the shareholders of the Fund. On this basis, the Board unanimously voted in favor of the renewal of the Advisory Agreement.

18 :: Government Money Market ProFund :: Trustees and Executive Officers (unaudited)

Name, Address, and Birth Date	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Operational Portfolios in Fund Complex Overseen by Trustee*	Other Directorships Held by Trustee During Past 5 Years
Independent Trustees
William D. Fertig c/o ProFunds Trust 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 9/56	Trustee	Indefinite; June 2011 to present	Context Capital Management (Alternative Asset Management): Chief Investment Officer (September 2002 to present).	ProFunds (117); ProShares Trust (121)	Context Capital
Russell S. Reynolds, III c/o ProFunds Trust 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 7/57	Trustee	Indefinite; October 1997 to present	RSR Partners, Inc. (Executive Recruitment and Corporate Governance Consulting): Managing Director (February 1993 to present).	ProFunds (117); ProShares Trust (121)	RSR Partners, Inc.
Michael C. Wachs c/o ProFunds Trust 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 10/61	Trustee	Indefinite; October 1997 to present	Linden Lane Capital Partners LLC (Real Estate Investment and Development): Managing Principal (2010 to present).	ProFunds (117); ProShares Trust (121)	NAIOP (the Commercial Real Estate Development Association)
Interested Trustee
Michael L. Sapir** 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 5/58	Trustee and Chairman of the Board	Indefinite; April 1997 to present	Chairman and Chief Executive Officer of the Advisor (April 1997 to present); ProShare Advisors LLC (November 2005 to present); ProShare Capital Management LLC (June 2008 to present).	ProFunds (117); ProShares Trust (121)	None

*

The "Fund Complex" consists of all operational registered investment companies under the 1940 Act that are advised by ProFund Advisors LLC and any operational registered investment companies that have an investment adviser that is an affiliated person of ProFund Advisors LLC. Investment companies that are non-operational (and therefore, not publicly offered) as of the date of this report are excluded from these figures.

**

Mr. Sapir is an "interested person," as defined by the 1940 Act, because of his ownership interest in the Advisor.

Name, Address, and Birth Date	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During the Past 5 Years
Executive Officers
Todd B. Johnson 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 1/64	President	Indefinite; January 2014 to present	Chief Investment Officer of the Advisor and ProShare Advisors LLC (December 2008 to present); and ProShare Capital Management LLC (February 2009 to present).
Victor M. Frye, Esq. 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 10/58	Chief Compliance Officer and Anti-Money Laundering Officer	Indefinite; September 2004 to present	Counsel and Chief Compliance Officer of the Advisor (October 2002 to present) and ProShare Advisors LLC (December 2004 to present); Secretary of ProFunds Distributors, Inc. (April 2008 to present); Chief Compliance Officer of ProFunds Distributors, Inc. (July 2015 to present).
Richard F. Morris 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 8/67	Chief Legal Officer and Secretary	Indefinite; December 2015 to present	General Counsel of the Advisor, ProShare Advisors, and ProShare Capital Management LLC (December 2015 to present); Chief Legal Officer of ProFunds Distributors, Inc. (December 2015 to present); Partner at Morgan Lewis & Bockius, LLP (October 2012 to November 2015).
Denise Lewis 4400 Easton Commons, Suite 200 Columbus, OH 43219 Birth Date: 10/63	Treasurer	Indefinite;June 2022 to present	Senior Vice President, Fund Administration, Citi Fund Services Ohio, Inc. (August 2020 to present) Director, Bank of New York Mellon (September 2015 to October 2019)

The Funds' Statement of Additional Information includes additional information about the Funds' Trustees and Officers. To receive your free copy of the Statement of Additional Information, call toll-free 888-776-3637.

Government Cash Management Portfolio

20 :: Government Cash Management Portfolio :: Investment Portfolio :: as of December 31, 2022

Investment Portfolio

Government & Agency Obligations 27.2%

U.S. Government Sponsored Agencies 17.7%                

	Principal Amount		Value
Federal Home Loan Bank:
2.01%, 3/30/2023	$	447,000,000	$	447,000,000
2.5%, 4/28/2023		445,000,000		445,000,000
SOFR + 0.015%, 4.315%(a), 3/3/2023		150,000,000		150,000,000
SOFR + 0.03%, 4.33%(a), 1/13/2023		360,000,000		360,000,000
SOFR + 0.04%, 4.34%(a), 1/26/2023		643,000,000		643,000,000
SOFR + 0.04%, 4.34%(a), 1/30/2023		150,000,000		150,000,000
SOFR + 0.04%, 4.34%(a), 2/10/2023		40,000,000		40,000,000
SOFR + 0.055%, 4.355%(a), 3/9/2023		761,000,000		761,000,000
SOFR + 0.06%, 4.36%(a), 5/1/2023		1,017,000,000		1,017,000,000
SOFR + 0.07%, 4.37%(a), 3/27/2023		50,000,000		50,000,000
SOFR + 0.07%, 4.37%(a), 3/28/2023		250,000,000		250,000,000
SOFR + 0.07%, 4.37%(a), 4/3/2023		908,000,000		908,000,000
SOFR + 0.09%, 4.39%(a), 5/23/2023		402,000,000		402,000,000
Federal Home Loan Bank
Discount Notes, 3.956%(b), 1/3/2023		100,000,000		99,978,333
				5,722,978,333
U.S. Treasury Obligations 9.5%
U.S. Treasury Bills:
1.184%(b), 2/23/2023		150,000,000		149,741,846
1.187%(b), 2/23/2023		75,000,000		74,870,923
U.S. Treasury Floating Rate Notes:
3-month U.S. Treasury Bill Money Market Yield minus 0.015%, 4.383%(a), 1/31/2024		800,000,000		800,449,961
3-month U.S. Treasury Bill Money Market Yield + 0.029%, 4.427%(a), 7/31/2023		1,035,000,000		1,035,895,160
3-month U.S. Treasury Bill Money Market Yield + 0.034%, 4.432%(a), 4/30/2023		996,000,000		996,711,177
				3,057,669,067
Total Government & Agency Obligations (Cost $8,780,647,400)				8,780,647,400
Repurchase Agreements 72.6%
Barclays Bank PLC, 4.3%, dated 12/30/2022, to be repurchased at $22,110,559 on 1/3/2023(c)		22,100,000		22,100,000
BNP Paribas:
4.2%, dated 12/30/2022, to be repurchased at $350,163,333 on 1/3/2023(d)		350,000,000		350,000,000
4.25%, dated 12/30/2022, to be repurchased at $549,359,297 on 1/3/2023(e)		549,100,000		549,100,000
Citigroup Global Markets, Inc., 4.25%, dated 12/30/2022, to be repurchased at $46,021,722 on 1/3/2023(f)		46,000,000		46,000,000
Federal Reserve Bank of New York, 4.3%, dated 12/30/2022, to be repurchased at $21,810,415,556 on 1/3/2023(g)		21,800,000,000		21,800,000,000
Fixed Income Clearing Corp., 4.15%, dated 12/30/2022, to be repurchased at $95,644,082 on 1/3/2023(h)		95,600,000		95,600,000
HSBC Securities, Inc., 4.25%, dated 12/30/2022, to be repurchased at $67,331,781 on 1/3/2023(i)		67,300,000		67,300,000
JPMorgan Securities, Inc.:
4.26%, dated 12/30/2022, to be repurchased at $78,176,986 on 1/3/2023(j)		78,140,000		78,140,000
4.3%, dated 12/30/2022, to be repurchased at $253,821,212 on 1/3/2023(k)		253,700,000		253,700,000
Merrill Lynch & Co., Inc., 4.3%, dated 12/30/2022, to be repurchased at $50,023,889 on 1/3/2023(l)		50,000,000		50,000,000
Wells Fargo Bank:
4.25%, dated 12/30/2022, to be repurchased at $37,617,756 on 1/3/2023(m)		37,600,000		37,600,000
4.31%, dated 12/30/2022, to be repurchased at $31,945,291 on 1/3/2023(n)		31,930,000		31,930,000
Total Repurchase Agreements (Cost $23,381,470,000)				23,381,470,000
		% of Net Assets		Value
Total Investment Portfolio (Cost $32,162,117,400)		99.8		32,162,117,400
Other Assets and Liabilities, Net		0.2		52,022,092
Net Assets		100.0	$	32,214,139,492

^(a) Floating rate security. These securities are shown at their current rate as of December 31, 2022.

^(b) Annualized yield at time of purchase; not a coupon rate.

^(c) Collateralized by:

Principal Amount ($)		Security	Rate (%)		Maturity Date	Collateral Value ($)
	25,114,900	U.S. Treasury Notes		1.25	11/30/2026		22,542,085

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

as of December 31, 2022 :: Investment Portfolio :: Government Cash Management Portfolio :: 21

^(d)  Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
157,077,900	U.S. Treasury Bills	Zero Coupon	1/10/2023		156,917,052
211,036,700	U.S. Treasury Notes	2.0–2.625	8/15/2025–5/31/2027		200,083,011
Total Collateral Value					357,000,063

^(e)  Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
269,976,900	U.S. Treasury Bills	Zero Coupon	2/14/2023–12/28/2023		261,300,493
445,534,700	U.S. Treasury Bonds	2.0	8/15/2051		298,781,652
Total Collateral Value					560,082,145

^(f)  Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
49,733,200	U.S. Treasury Inflation-Indexed Notes	0.125–0.625	1/15/2032–7/15/2032		46,920,075

^(g)  Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
22,786,085,600	U.S. Treasury Notes	0.125–3.125	2/15/2024–11/15/2028		21,810,415,602

^(h)  Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
89,277,600	U.S. Treasury Notes	0.125–1.75	1/15/2023–1/31/2023		97,512,076

⁽ⁱ⁾  Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
169,520,266	U.S. Treasury STRIPS	Zero Coupon	8/15/2040–11/15/2052		68,646,000

^(j)  Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
100	U.S. Treasury Bonds	2.75	8/15/2042		82
81,023,400	U.S. Treasury Notes	0.125–1.5	5/15/2023–2/15/2030		79,702,740
Total Collateral Value					79,702,822

^(k)  Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
482,953	Federal Home Loan Mortgage Corp.	2.375	1/1/2036		483,633
273,781,999	Federal National Mortgage Association	2.006–6.5	9/1/2025–10/1/2052		258,290,367
Total Collateral Value					258,774,000

^(l)  Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
56,774,741	Government National Mortgage Association	2.5–8.5	5/15/2023–3/20/2052		51,000,001

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

22 :: Government Cash Management Portfolio :: Investment Portfolio :: as of December 31, 2022

^(m)  Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
43,498,061	U.S. Treasury Notes	0.125–2.125	2/15/2024–2/15/2032		38,352,008

⁽ⁿ⁾  Collateralized by:

Principal Amount ($)	Security	Rate (%)	Maturity Date	Collateral Value ($)
34,420,096	Federal National Mortgage Association	2.0–7.0	9/1/2025–12/1/2052		32,568,600

SOFR: Secured Overnight Financing Rate

STRIPS: Separate Trading of Registered Interest and Principal Securities

Fair Value Measurements

Various inputs are used in determining the value of the Portfolio's investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Portfolio's own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities. Securities held by the Portfolio are reflected as Level 2 because the securities are valued at amortized cost (which approximates fair value) and, accordingly, the inputs used to determine value are not quoted prices in an active market.

The following is a summary of the inputs used as of December 31, 2022 in valuing the Portfolio's investments. For information on the Portfolio's policy regarding the valuation of investments, please refer to the Security Valuation section of Note A in the accompanying Notes to Financial Statements.

Assets	Level 1		Level 2		Level 3		Total
Investments in Securities(a)	$	—	$	8,780,647,400	$	—	$	8,780,647,400
Repurchase Agreements	$	—	$	23,381,470,000	$	—	$	23,381,470,000
Total	$	—	$	32,162,117,400	$	—	$	32,162,117,400

^(a)  See Investment Portfolio for additional detailed categorizations.

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

Financial Statements :: Government Cash Management Portfolio :: 23

Statement of Assets and Liabilities
as of December 31, 2022

ASSETS:
Investments in non-affiliated securities, valued at amortized cost	$	8,780,647,400
Repurchase agreements, valued at amortized cost		23,381,470,000
Cash		1,132
Interest receivable		53,759,681
Other assets		580,358
TOTAL ASSETS		32,216,458,571
LIABILITIES:
Accrued investment advisory fee		877,413
Accrued Trustees' fees		390,684
Other accrued expenses and payables		1,050,982
TOTAL LIABILITIES		2,319,079
NET ASSETS, AT VALUE	$	32,214,139,492

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Income:
Interest	$	531,732,140
EXPENSES:
Management fee		29,052,837
Administration fee		9,196,779
Custodian fee		252,599
Professional fees		469,219
Reports to shareholders		34,795
Trustees' fees and expenses		1,329,314
Other		1,082,275
Total expenses before expense reductions		41,417,818
Expense reductions		(22,156,925	)
TOTAL EXPENSES AFTER EXPENSE REDUCTIONS		19,260,893
NET INVESTMENT INCOME		512,471,247
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) from:
Investments		(16,034,146	)
Payments by affiliates (see Note D)		275,000
		(15,759,146	)
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS	$	496,712,101

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

24 :: Government Cash Management Portfolio :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS:
Net investment income	$	512,471,247		$	8,898,329
Net realized gain (loss)		(15,759,146	)		217,749
Net increase (decrease) in net assets resulting from operations		496,712,101			9,116,078
CAPITAL TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST:
Proceeds from capital invested		118,068,249,636			93,706,698,612
Value of capital withdrawn		(119,999,687,552	)		(86,189,439,789	)
Net increase (decrease) in net assets from capital transactions in shares of beneficial interest		(1,931,437,916	)		7,517,258,823
INCREASE (DECREASE) IN NET ASSETS		(1,434,725,815	)		7,526,374,901
Net assets at beginning of period		33,648,865,307			26,122,490,406
Net assets at end of period	$	32,214,139,492		$	33,648,865,307

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

Financial Highlights :: Government Cash Management Portfolio :: 25

	For the year ended Dec. 31, 2022			For the year ended Dec. 31, 2021			For the year ended Dec. 31, 2020			For the year ended Dec. 31, 2019			For the year ended Dec. 31, 2018
RATIOS TO AVERAGE NET ASSETS AND SUPPLEMENTAL DATA
Net assets, end of period ($ millions)		32,214			33,649			26,122			18,891			15,720
Ratio of expenses before expense reductions (%)		.14			.13			.13			.14			.14
Ratio of expenses after expense reductions (%)		.06			.03			.07			.07			.10
Ratio of net investment income (%)		1.67			.03			.36			2.13			1.76
Total Return (%)(a)		1.62	(b)		.03	(b)		.41	(c)		2.17	(c)		1.78	(c)

^(a)  Total return would have been lower had certain expenses not been reduced.

^(b)  Total return for the Portfolio was derived from the performance of DWS Government Money Market Series.

^(c)  Total return for the Portfolio was derived from the performance of DWS Government Cash Reserves Fund Institutional.

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

26 :: Government Cash Management Portfolio :: Notes to Financial Statements :: December 31, 2022

A. Organization and Significant Accounting Policies

Government Cash Management Portfolio (the "Portfolio") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company organized as a New York trust.

The Portfolio is a master fund; A master/feeder fund structure is one in which a fund (a "feeder fund"), instead of investing directly in a portfolio of securities, invests most or all of its investment assets in a separate registered investment company (the "master fund") with substantially the same investment objective and policies as the feeder fund. Such a structure permits the pooling of assets of two or more feeder funds, preserving separate identities or distribution channels at the feeder fund level. The Portfolio may have several feeder funds, including affiliated DWS feeder funds and unaffiliated feeder funds, with a significant ownership percentage of the Portfolio's net assets. Investment activities of these feeder funds could have a material impact on the Portfolio. As of December 31, 2022, DWS Government Money Market Series owned approximately 99% of the Portfolio.

The Portfolio's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") which require the use of management estimates. Actual results could differ from those estimates. The Portfolio qualifies as an investment company under Topic 946 of Accounting Standards Codification of U.S. GAAP. The policies described below are followed consistently by the Portfolio in the preparation of its financial statements.

Security Valuation

Various inputs are used in determining the value of the Portfolio's investments. These inputs are summarized in three broad levels. Level 1 includes quoted prices in active markets for identical securities. Level 2 includes other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds and credit risk). Level 3 includes significant unobservable inputs (including the Portfolio's own assumptions in determining the fair value of investments). The level assigned to the securities valuations may not be an indication of the risk or liquidity associated with investing in those securities.

The Portfolio values all securities utilizing the amortized cost method permitted in accordance with Rule 2a-7 under the 1940 Act and certain conditions therein. Under this method, which does not take into account unrealized capital gains or losses on securities, an instrument is initially valued at its cost and thereafter assumes a constant accretion/amortization rate to maturity of any discount or premium. Securities held by the Portfolio are reflected as Level 2 because the securities are valued at amortized cost (which approximates fair value) and, accordingly, the inputs used to determine value are not quoted prices in an active market.

Repurchase Agreements

The Portfolio may enter into repurchase agreements, under the terms of a Master Repurchase Agreement, with certain banks and broker/dealers whereby the Portfolio, through its custodian or a sub-custodian bank, receives delivery of the underlying securities, the amount of which at the time of purchase and each subsequent business day is required to be maintained at such a level that the value is equal to at least the principal amount of the repurchase price plus accrued interest. The custodian bank or another designated sub-custodian bank holds the collateral in a separate account until the agreement matures. If the value of the securities falls below the principal amount of the repurchase agreement plus accrued interest, the financial institution deposits additional collateral by the following business day. If the financial institution either fails to deposit the required additional collateral or fails to repurchase the securities as agreed, the Portfolio has the right to sell the securities and recover any resulting loss from the financial institution. If the financial institution enters into bankruptcy, the Portfolio's claims on the collateral may be subject to legal proceedings.

As of December 31, 2022, the Portfolio held repurchase agreements with a gross value of $23,381,470,000. The value of the related collateral exceeded the value of the repurchase agreements at period end. The detail of the related collateral is included in the footnotes following the Portfolio's Investment Portfolio.

Federal Income Taxes

The Portfolio is considered a Partnership under the Internal Revenue Code, as amended. Therefore, no federal income tax provision is necessary.

It is intended that the Portfolio's assets, income and distributions will be managed in such a way that an investor in the Portfolio will be able to satisfy the requirements of Subchapter M of the Code, assuming that the investor invested all of its assets in the Portfolio.

At December 31, 2022, Government Cash Management Portfolio had an aggregate cost of investments for federal income tax purposes of $32,162,117,400.

The Portfolio has reviewed the tax positions for the open tax years as of December 31, 2022 and has determined that no provision for income tax and/or uncertain tax positions is required in the Portfolio's financial statements. The Portfolio's federal tax returns for the prior three fiscal years remain open subject to examination by the Internal Revenue Service.

Contingencies

In the normal course of business, the Portfolio may enter into contracts with service providers that contain general indemnification clauses. The Portfolio's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Portfolio that have not yet

December 31, 2022 :: Notes to Financial Statements :: Government Cash Management Portfolio :: 27

been made. However, based on experience, the Portfolio expects the risk of loss to be remote.

Other

Investment transactions are accounted for on trade date. Interest income is recorded on the accrual basis. Realized gains and losses from investment transactions are recorded on an identified cost basis. All premiums and discounts are amortized/accreted for both tax and financial reporting purposes.

The Portfolio makes an allocation of its net investment income and realized gains and losses from securities transactions to its investors in proportion to their investment in the Portfolio.

B. Fees and Transactions with Affiliates

Management Agreement

Under the Investment Management Agreement with DWS Investment Management Americas, Inc. ("DIMA" or the "Advisor"), an indirect, wholly owned subsidiary of DWS Group GmbH & Co. KGaA ("DWS Group"), the Advisor determines the securities, instruments and other contracts relating to investments to be purchased, sold or entered into by the Portfolio.

Under the Investment Management Agreement with the Advisor, the Portfolio pays a monthly management fee based on its average daily net assets, computed and accrued daily and payable monthly, at the following annual rates:

First $3.0 billion of the Portfolio's average daily net assets	.1200	%
Next $4.5 billion of such net assets	.1025	%
Over $7.5 billion of such net assets	.0900	%

Accordingly, for the year ended December 31, 2022, the fee pursuant to the Investment Management Agreement was equivalent to an annual rate (exclusive of any applicable waivers/reimbursements) of 0.095% of the Portfolio's average daily net assets.

In addition, the Advisor agreed to voluntarily waive additional expenses. This voluntary waiver may be changed or terminated at any time without notice. Under these arrangements, the Advisor waived certain expenses of the Portfolio.

For the year ended December 31, 2022, fees waived and/or expenses reimbursed are $22,156,925.

Administration Fee

Pursuant to an Administrative Services Agreement, DIMA provides most administrative services to the Portfolio. For all services provided under the Administrative Services Agreement, the Portfolio paid the Advisor an annual fee ("Administration Fee") of 0.03% of the Portfolio's average daily net assets, computed and accrued daily and payable monthly. For the year ended December 31, 2022, the Administration Fee was $9,196,779, of which $825,778 is unpaid.

Other Service Fees

Under an agreement with the Portfolio, DIMA is compensated for providing regulatory filing services to the Portfolio. For the year ended December 31, 2022, the amount charged to the Portfolio by DIMA included in the Statement of Operations under "Reports to shareholders"aggregated $860, of which $240 is unpaid.

Trustees' Fees and Expenses

The Portfolio paid retainer fees to each Trustee not affiliated with the Advisor, plus specified amounts to the Board Chairperson and to each committee Chairperson.

C. Line of Credit

The Portfolio and other affiliated funds (the "Participants") share in a $375 million revolving credit facility provided by a syndication of banks. The Portfolio may borrow for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities. The Participants are charged an annual commitment fee, which is allocated based on net assets, among each of the Participants. Interest is calculated at a daily fluctuating rate per annum equal to the sum of 0.10% plus the higher of the Federal Funds Effective Rate and the Overnight Bank Funding Rate, plus 1.25%. The Portfolio may borrow up to a maximum of 33 percent of its net assets under the agreement. The Portfolio had no outstanding loans at December 31, 2022.

D. Payments by Affiliates

During the year ended December 31, 2022, the Advisor agreed to reimburse the Portfolio $275,000 for losses incurred on a trade executed in violation of the Portfolio's investment guidelines. The amount reimbursed was less than 0.01% of the Portfolio's average net assets, thus having no impact on the Portfolio's total return.

E. Money Market Fund Investments and Yield

Rising interest rates could cause the value of the Portfolio's investments — and therefore its share price as well — to decline. A rising interest rate environment may cause investors to move out of fixed-income securities and related markets on a large scale, which could adversely affect the price and liquidity of such securities and could also result in increased redemptions from the Portfolio. Increased redemptions from the Portfolio may force the Portfolio to sell investments at a time when it is not advantageous to do so, which could result in losses. Recently, there have been signs of inflationary price movements. As such, fixed-income and related markets may experience heightened levels of interest rate volatility and liquidity risk. A sharp rise in interest rates could cause the value of the Portfolio's investments to decline and impair the Portfolio's ability to maintain a stable $1.00 share price. Conversely, any decline in interest rates is likely to cause the Portfolio's yield to decline, and during periods of unusually low or negative interest rates, the Portfolio's yield may approach or fall below zero. A low or negative interest rate environment may prevent the

28 :: Government Cash Management Portfolio :: Notes to Financial Statements :: December 31, 2022

Portfolio from providing a positive yield or paying fund expenses out of current income and, at times, could impair the Portfolio's ability to maintain a stable $1.00 share price. Over time, the total return of a money market fund may not keep pace with inflation, which could result in a net loss of purchasing power for long-term investors. Interest rates can change in response to the supply and demand for credit, government and/or central bank monetary policy and action, inflation rates, and other factors. Recent and potential future changes in monetary policy made by central banks or governments are likely to affect the level of interest rates.

Changing interest rates may have unpredictable effects on markets, may result in heightened market volatility and potential illiquidity and may detract from Portfolio performance to the extent the Portfolio is exposed to such interest rates and/or volatility. Money market funds try to minimize interest rate risk by purchasing short-term securities. If there is an insufficient supply of U.S. government securities to meet investor demand, it could result in lower yields on such securities and increase interest rate risk for the Portfolio.

Report of Independent Registered Public Accounting Firm :: Government Cash Management Portfolio :: 29

To the Board of Trustees and Holders of Beneficial Interest in Government Cash Management Portfolio:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of Government Cash Management Portfolio (the "Portfolio"), including the investment portfolio, as of December 31, 2022, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the four years in the period then ended and 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 Portfolio at December 31, 2022, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the four years in the period then ended, in conformity with U.S. generally accepted accounting principles.

The financial highlights for the year ended December 31, 2018, were audited by another independent registered public accounting firm whose report, dated February 21, 2019, expressed an unqualified opinion on those financial highlights.

Basis for Opinion

These financial statements are the responsibility of the Portfolio's management. Our responsibility is to express an opinion on the Portfolio'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 Portfolio 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 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. The Portfolio is not required to have, nor were we engaged to perform, an audit of the Portfolio's internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio's internal control over financial reporting. Accordingly, we express no such opinion.

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 procedures included confirmation of securities owned as of December 31, 2022, by correspondence with the custodian, brokers and others; when replies were not received from brokers and others, we performed other auditing procedures. 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. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more investment companies in the DWS family of funds since at least 1979, but we are unable to determine the specific year.

Boston, Massachusetts
February 23, 2023

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P.O. Box 182800

Columbus, OH 43218-2800

ProFunds^®

Post Office Mailing Address for Investments

P.O. Box 182800
Columbus, OH 43218-2800

Phone Numbers

For Individual Investors Only: 888-776-3637 or 614-470-8122
Institutions and Financial Professionals Only: 888-776-5717 Or: 240-497-6552
Fax Number: (800) 782-4797
Website Address: ProFunds.com

This report is submitted for the general information of the shareholders of the ProFunds. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. To receive the most recent month end performance information for each Fund, please call toll-free 888-776-5717.

A description of the policies and procedures that the ProFunds uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling toll-free 888-776-3637; and on the Securities and Exchange Commission's website at sec.gov. Information regarding how the ProFund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available. (i) without change by calling toll-free 888-776-3637; (ii) on the ProFunds' website at ProFunds.com; and (iii) on the Commission's website at sec.gov.

The ProFund discloses on the Adviser's website that it invests substantially all of its assets in the Portfolio and includes a link to the latest available listing of holdings in the Portfolio. In addition, the ProFund will file with the SEC on Form N-MFP, within five business days after the end of each month, more detailed portfolio holdings information. The ProFund's Form N-MFP filings will be available on the SEC's website, and the Adviser's website will contain a link to such filings.

PRO1222

 

Annual Report

DECEMBER 31, 2022

ProFunds VP

Access VP High Yield

Asia 30

Banks

Basic Materials

Bear

Biotechnology

Bull

Consumer Goods

Consumer Services

Dow 30

Emerging Markets

Europe 30

Falling U.S. Dollar

Financials

Government Money Market

Health Care

Industrials

International

Internet

Japan

Large-Cap Growth

Large-Cap Value

Mid-Cap

Mid-Cap Growth

Mid-Cap Value

Nasdaq-100

Oil & Gas

Pharmaceuticals

Precious Metals

Real Estate

Rising Rates Opportunity

Semiconductor

Short Dow 30

Short Emerging Markets

Short International

Short Mid-Cap

Short Nasdaq-100

Short Small-Cap

Small-Cap

Small-Cap Growth

Small-Cap Value

Technology

Telecommunications

UltraBull

UltraMid-Cap

UltraNasdaq-100

UltraShort Dow 30

UltraShort Nasdaq-100

UltraSmall-Cap

U.S. Government Plus

Utilities

Table of Contents

1	Message from the Chairman
3	Management Discussion of Fund Performance
7	Financial Statements and Financial Highlights
8	ProFund Access VP High Yield
13	ProFund VP Asia 30
19	ProFund VP Banks
25	ProFund VP Basic Materials
31	ProFund VP Bear
36	ProFund VP Biotechnology
42	ProFund VP Bull
54	ProFund VP Consumer Goods
60	ProFund VP Consumer Services
67	ProFund VP Dow 30
72	ProFund VP Emerging Markets
78	ProFund VP Europe 30
83	ProFund VP Falling U.S. Dollar
89	ProFund VP Financials
97	ProFund VP Government Money Market
102	ProFund VP Health Care
109	ProFund VP Industrials
117	ProFund VP International
122	ProFund VP Internet
128	ProFund VP Japan
133	ProFund VP Large-Cap Growth
141	ProFund VP Large-Cap Value
151	ProFund VP Mid-Cap
156	ProFund VP Mid-Cap Growth
164	ProFund VP Mid-Cap Value
173	ProFund VP Nasdaq-100
180	ProFund VP Oil & Gas
186	ProFund VP Pharmaceuticals
192	ProFund VP Precious Metals
197	ProFund VP Real Estate
204	ProFund VP Rising Rates Opportunity
209	ProFund VP Semiconductor
215	ProFund VP Short Dow 30
220	ProFund VP Short Emerging Markets
225	ProFund VP Short International
230	ProFund VP Short Mid-Cap
235	ProFund VP Short Nasdaq-100
240	ProFund VP Short Small-Cap
245	ProFund VP Small-Cap
274	ProFund VP Small-Cap Growth
283	ProFund VP Small-Cap Value
295	ProFund VP Technology
302	ProFund VP Telecommunications
308	ProFund VP UltraBull
320	ProFund VP UltraMid-Cap
331	ProFund VP UltraNasdaq-100
338	ProFund VP UltraShort Dow 30
343	ProFund VP UltraShort Nasdaq-100
348	ProFund VP UltraSmall-Cap
377	ProFund VP U.S. Government Plus
382	ProFund VP Utilities
389	Notes to Financial Statements
422	Report of Independent Registered Public Accounting Firm
423	Additional Tax Information
425	Board Approval of Investment Advisory Agreement
429	Expense Examples
432	Trustees and Officers

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Message from the Chairman

Dear Shareholder:

During these times of geopolitical and economic uncertainty, I want to reaffirm our commitment to providing you, our investors, with innovative products and services to help you meet your investment objectives. The following is our ProFunds VP Annual Report to Shareholders for the 12 months ending December 31, 2022.

Global Interest Rates Increase as Policymakers Fight Inflation

Concerns about persistently high inflation and looming recession have dominated economic policymaking in 2022. In the United States, the Federal Reserve launched an aggressive effort to tighten monetary policy that continued throughout the year, eventually bringing its short-term rate to a target range of between 4.25% and 4.5%. The Fed’s initial series of rate hikes occurred at the fastest pace since the 1980s, and has pushed borrowing costs to their highest levels since 2008. Fed Chair Jerome Powell indicated in November, however, that the pace of rate hikes might soon begin to moderate, and in December, the Fed increased rates by 50 basis points instead of 75 basis points, as it had at its previous four meetings.

The picture was similar outside the United States. The European Central Bank, the Bank of England, and other developed world central banks all raised interest rates over the year, and ECB President Christine Lagarde commented in November that inflation “still has a way to go.” The Bank of Japan, which continued to hold its short-term rate at -0.1%, was the lone exception in the developed world.

Markets Around the World Experienced Volatility Throughout the Period

With inflation rising and monetary policy tightening nearly everywhere, financial markets in most countries experienced volatility affecting most asset classes over the period. Equities in much of the developed world were hit hard in the first half of 2022, and, despite several relief rallies in the second half of the year, markets largely failed to recoup losses.

In the United States, S&P 500 lost 18.1% over the period, and the Dow lost 6.9%. The tech-heavy Nasdaq-100 index, which is more sensitive to rising rates, declined 32.3%. The S&P MidCap 400 fell by 13.1%, and the small cap Russell 2000 Index dropped by 20.4%. Nine out of the ten Dow Jones U.S. Industrials Index sectors fell. The best performer by far was Oil & Gas, which posted a 62.3% gain for the year. Utilities was slightly up as well, at 1.5%. The biggest losers were Technology (-34.5%) and Consumer Services (-30.3%), with Consumer Goods also posting a significant loss of 23.4%. The Dow Jones U.S. Real Estate sector also declined 25.2% for the period.

International equity markets generally fell over the period. The MSCI EAFE Index, which tracks developed markets outside North America, declined 14.5%; the MSCI Europe Index dropped 15.1%, and the Nikkei ended the period

1

down 18.9%. The BNY Mellon Emerging Markets 50 ADR Index dropped by 14.9%. Chinese equities dropped as well, as lockdowns and other COVID restrictions continued to weigh on economic performance. The BNY China Select ADR Index fell 15.8%.

Bond market also suffered in 2022, as inflation and central bank tightening overrode investors’ typical “flight-to-quality” instincts in times of geopolitical uncertainty. Over the year, the Bloomberg Barclays U.S. Aggregate Bond Index declined 13%. As increased yields made bonds more attractive toward the end of the period, however, there were signs of a potential turnaround, with markets retracing a portion of their earlier losses.

Economy Shows Signs of Resilience

Despite headwinds, the economy showed signs of resilience over the past year. Following modest contractions during the first two quarters of 2022, U.S. GDP posted 3.2% growth in the third quarter and 2.9% in the fourth quarter. Unemployment ended the year at 3.5%. The U.S. dollar displayed strength as well, rising 6.2% over the year, based on the Bloomberg Dollar Spot Index.

ProFunds VP Trust Results Mirror the Markets

ProFunds’ index-based mutual funds offer many advantages, such as diverse market exposures, a transparent investment process, efficient fund management, and high daily correlation to their indexes. Reflecting the pressures in the market this past year, ProFunds VP investors primarily saw opportunities to gain from inverse domestic and international equity strategies and from funds designed to perform well during inflationary and rising rate markets.

Thousands of Investors Join with ProFunds to Oppose Burdensome FINRA Measures

In March 2022, the Financial Industry Regulatory Authority (FINRA) issued Notice 22-08 to solicit feedback on a number of measures that, if adopted, could restrict or impede the ability of investors to purchase a broad array of mutual funds and other popular types of investments – including leveraged, inverse, and cryptocurrency products offered by ProFunds. Nearly 20,000 investors joined with ProFunds, as well as other leading fund sponsors, advisers, brokers, and other institutions, to speak out against FINRA’s ideas. Thousands of investors submitted letters that highlighted the ways they use leveraged, inverse, and other funds to protect their portfolios and pursue other financial goals. In expressing their objections, many commenters warned that the measures FINRA is considering could limit investor choice and would be arbitrary, discriminatory, and harmful to investors.

ProFunds continues to actively monitor developments in this area and is committed to keeping you informed of these important issues as they arise. You can email us at finranotice@profunds.com to learn more.

No matter what direction the market takes in these rapidly changing times, ProFunds VP mutual funds offer an extensive lineup of strategies designed to meet investor goals, help manage risk, and potentially enhance returns. We appreciate the trust and confidence you have placed in ProFunds, and we look forward to continuing to serve your investing needs.

Sincerely,

Michael L. Sapir

Chairman of the Board of Trustees

2

Management Discussion of Fund Performance

4 :: Management Discussion of Fund Performance

Investment Strategies and Techniques:

Each ProFund VP (each, a “Fund” and, collectively, the “Funds”) is a series of ProFunds (the “Trust”). Each Fund (except the Classic ProFunds VP¹, the Sector ProFunds VP¹, ProFund VP Falling U.S. Dollar and ProFund VP Government Money Market) is a “geared” fund (the “Geared Funds”) in the sense that each is designed to seek daily investment results, before fees and expenses, that correspond to the inverse (-1x), a multiple (i.e., 1.25x or 2x), or an inverse multiple (i.e., -1.25x or -2x) of the daily performance of a benchmark for a single day, not for any other period.

Each of the Classic ProFunds VP, the Sector ProFunds VP and ProFund VP Falling U.S. Dollar seek investments results, before fees and expenses, that correspond to the performance of a benchmark. ProFund VP Government Money Market seeks a high level of current income consistent with liquidity and preservation of capital.

Each Geared Fund seeks investment results for a single day only, as measured from the time the Geared Fund calculates its net asset value (“NAV”) to the time of the Geared Fund’s next NAV calculation, and not for longer periods. The return for a period longer than a single day will be the result of each day’s returns compounded over the period, which will very likely differ from the stated leveraged, inverse, or inverse leveraged multiple times the return of the benchmark for that period. During periods of higher market volatility, the volatility of a Geared Fund’s benchmark may affect the return as much as or more than the return of the benchmark.

ProFund Advisors LLC (the “Advisor”), with the exception of ProFund Access VP High Yield, uses a passive approach in seeking to achieve the investment objective of each Fund. Using this approach, the Advisor determines the type, quantity and mix of investment positions that a Fund should hold to approximate the daily performance of its benchmark and does not invest the assets of the Funds in securities or financial instruments based on its view of the investment merit of a particular security, instrument, or company nor does it conduct conventional research or analysis, forecast market movements, trends or market conditions, or take defensive positions in managing Fund assets.

The Funds, other than certain Classic ProFunds VP, make significant use of investment techniques that may be considered aggressive, including the use of swap agreements, futures contracts, forward contracts, and similar instruments (“derivatives”). These investment techniques may be considered aggressive and Funds using these techniques are exposed to risks different from, or possibly greater than, the risks associated with investing directly in securities, including one or more of the following: counterparty risk (i.e., the risk that a counterparty is unable or unwilling to make timely payments) on the amount the Fund expects to receive from a derivatives counterparty, liquidity risk (i.e., the ability of a Fund to acquire or dispose of certain holdings quickly or at prices that represent true market value in the judgment of the Advisor) and increased correlation risk (i.e., the Fund’s ability to achieve a high degree of correlation with its benchmark). If a counterparty becomes bankrupt, or otherwise fails to perform its obligations, the value of an investment in the Fund may decline. With respect to swaps and forward contracts, the Funds have sought to mitigate these risks by generally requiring derivatives counterparties to post collateral for the benefit of each Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owes the Fund, subject to certain minimum thresholds. The Funds typically only enter into derivatives with counterparties that are major, global financial institutions. Any costs associated with using derivatives may also have the effect of lowering the Fund’s return.

Factors that Materially Affected the Performance of Each Fund during the Fiscal Year Ended December 31, 2022²:

Primary factors affecting Fund performance, before fees and expenses, include the following: the total return of the securities and derivatives held by the Funds, including the performance of the reference assets to which any derivatives are linked, financing rates paid or earned by the Fund (including those included in the total return of derivatives contracts); the types of derivative contracts used by the Funds and their correlation to the relevant benchmark or asset; fees, expenses, and transaction costs; other miscellaneous factors; and in the case of the Geared Funds, the volatility of the Fund’s benchmark (and its impact on compounding).

· Benchmark Performance: The performance of each Fund’s benchmark and, in turn, the factors and market conditions affecting that benchmark are generally the principal factors driving Fund performance.³ 

· Compounding of Daily Returns and Volatility: Each Geared Fund seeks to provide a multiple (i.e., 1.25x or 2x), the inverse (i.e.,-1x) or an inverse multiple (i.e., -1.25x or -2x) of its benchmark return for a single day only. For longer periods, performance may be greater than or less than the one-day multiple times the benchmark return. This is due to the effects of compounding, which exists in all investments, but has a more significant impact on Geared Funds. In general, during periods of higher benchmark volatility, compounding will cause Fund Performance for periods longer than a single day to be more or less than the multiple of the return of the benchmark. This effect becomes more pronounced as volatility increases. Conversely, in periods of lower benchmark volatility (particularly when combined with large higher benchmark returns), Fund returns over longer periods can be higher than the multiple of the return of the benchmark. Actual results for a particular period, before fees and expenses, are also dependent on the following factors: a) period of time; b) financing rates associated with the use of derivatives; c) other Fund expenses; d) interest and dividends paid with respect to the securities in the benchmark; e) the benchmark’s volatility; and f) the benchmark’s performance. Longer holding periods, higher benchmark volatility, inverse exposure and/or greater leverage each exacerbates the impact of compounding on a Fund’s performance. During periods of higher benchmark volatility, the volatility of a benchmark may affect a Fund’s return as much as or more than the return of its benchmark.

1	ProFunds VP included as Classic ProFunds VP and Sector ProFunds VP are listed in Note 1 of the Notes to Financial Statements.
2	Past performance is not a guarantee of future results.
3	Unlike the Funds, indexes that may serve as benchmarks for the Funds do not actually hold a portfolio of securities and/or financial instruments. Indexes do not incur fees, expenses and transaction costs. Fees, expenses and transaction costs incurred by the Funds negatively impact the performance of the Funds relative to their benchmark. Performance for each Fund will generally differ from the performance of the Fund’s benchmark index.

Management Discussion of Fund Performance :: 5

Daily volatility for the U.S. equity markets increased from a year ago. The annual volatility for the S&P 500 for the year ended December 31, 2022, was 24.19%, which was higher than the prior year’s volatility of 13.10%. The volatility of each Geared Fund benchmark is shown below.

Index	1 yr Vol.
ProFunds Asia 30 Index®		58.04	%
Dow Jones U.S. SemiconductorsSM Index		45.47	%
Dow Jones Internet CompositeSM Index		42.31	%
Dow Jones Precious MetalsSM Index		38.50	%
Dow Jones U.S. TechnologySM Index		35.61	%
Dow Jones U.S. Oil & GasSM Index		35.06	%
Nasdaq-100® Index		32.52	%
S&P Emerging 50 ADR Index (USD)		32.35	%
S&P 500® Growth Index		30.84	%
Dow Jones U.S. Consumer ServicesSM Index		29.83	%
Dow Jones U.S. BanksSM Index		28.89	%
S&P MidCap 400® Growth Index		28.56	%
Russell 2000® Index		28.15	%
S&P SmallCap 600® Growth Index		27.63	%
Dow Jones U.S. Basic MaterialsSM Index		26.90	%
S&P MidCap 400®		25.79	%
Dow Jones U.S. Consumer GoodsSM Index		24.76	%
Dow Jones U.S. Real EstateSM Index		24.76	%
S&P 500®		24.19	%
Ryan Labs Returns Treasury Yield Curve 30 Year Index		24.04	%
S&P SmallCap 600® Value Index		23.99	%
ProFunds Europe 30 Index®		23.90	%
Dow Jones U.S FinancialsSM Index		23.87	%
Dow Jones U.S. IndustrialsSM Index		23.79	%
S&P MidCap 400® Value Index		23.69	%
Dow Jones U.S. BiotechnologySM Index		23.43	%
Dow Jones U.S. Select TelecommunicationsSM Index		21.83	%
Dow Jones U.S. UtilitiesSM Index		21.26	%
Nikkei 225 Stock Average		20.47	%
MSCI EAFE Index®		19.95	%
Dow Jones Industrial Average®		19.82	%
Dow Jones U.S. Health CareSM Index		19.68	%
S&P 500® Value Index		19.32	%
Dow Jones U.S. Select PharmaceuticalsSM Index		18.21	%
U.S. Dollar Index		9.31	%

· Financing Rates Associated with Swap Agreements and Forward Contracts: The performance of Funds that use derivatives was impacted by the related financing costs. Financial instruments such as futures contracts carry implied financing costs. Forward and swap financing rates are negotiated between the Funds and their counterparties, and are set at the Fed Funds rate (“FEDL01") plus or minus a negotiated spread. The Fed Funds rate increased from 0.05% to 4.50% during the fiscal year. Each Fund with long exposure via derivatives was generally negatively affected by financing rates. Conversely, most Funds with short/inverse derivative exposure generally benefited from financing rates. In certain market environments, Fed Funds rate adjusted by the spread may result in a Fund with short/inverse exposure also being negatively affected by financing rates.

· Stock Dividends and Bond Yields: The performance of Funds that provide long or leveraged exposure was positively impacted by capturing the dividend or income yield of the underlying assets to which they have exposure. The performance of Funds that provide an inverse or leveraged inverse exposure was negatively impacted by virtue of effectively having to pay out the dividend or income yield (or a multiple thereof, as applicable) associated with the assets to which they have short exposure.

· Fees, Expenses and Transaction Costs: Fees and expenses are listed in the financial statements of each Fund, and may generally be higher and thus have a more negative impact on performance than the fees and expenses of many traditional index-based funds. For Geared Funds, daily repositioning of each Fund’s portfolio to maintain exposure consistent with its investment objective, high levels of shareholder purchase and redemption activity, and use of leverage may lead to commensurate increases in portfolio transactions and transaction costs which negatively impact the daily NAV of each Fund. Transaction costs are not reflected in the Funds’ expense ratio. Transaction costs are generally higher for Geared Funds, Funds whose benchmarks are more volatile than other funds’ benchmarks, and Funds that hold or have exposure to assets that are comparatively less liquid than those held by other funds.

· Miscellaneous Factors: Each Fund holds a mix of securities and/or derivatives that is designed to provide returns that correspond to the performance of its investment objective. Certain Funds may obtain exposure to only a representative sample of the securities of their benchmark and may not have investment exposure to all securities of the benchmark or may have weightings that are different from that of its benchmark. Certain Funds may also obtain exposure to securities not

6 :: Management Discussion of Fund Performance

contained in the relevant benchmark or in financial instruments, with the intent of obtaining exposure with aggregate characteristics similar to those of a multiple of the benchmark.

In addition, certain Funds invested in swap agreements based on exchange-traded funds (“ETFs”) that are designed to track the performance of the Fund’s benchmark. Because the closing price of an ETF may not perfectly track the performance of its benchmark, there are deviations between the return of a swap whose reference asset is an ETF and the return of a swap based directly on the Fund’s benchmark. Thus, the performance of a Fund investing significantly in swap agreements based on an ETF had less correlation with its benchmark than a Fund investing in swap agreements based directly on the Fund’s benchmark.

Financial Statements and Financial Highlights

8 :: ProFund Access VP High Yield :: Management Discussion of Fund Performance

The ProFund Access VP High Yield (the “Fund”) seeks to provide investment results that correspond generally to the total return of the high yield market, consistent with maintaining reasonable liquidity. However, the Fund does not seek to match the daily returns of a specific benchmark. For the year ended December 31, 2022, the Fund had a total return of -7.97%. For the same period, the Markit iBoxx $ Liquid High Yield Index, a widely used measure of high yield market performance, had a total return of -10.73%¹. The total return for the 5-year U.S. Treasury Note was -10.25%².

The Fund is designed to maintain exposure to the high yield market, regardless of market conditions. This means the Fund does not adopt defensive positions in anticipation of an adverse market climate. The Fund seeks to achieve its high yield exposure primarily through credit default swaps (CDS) and 5-year treasury exposure but may also invest in high yield debt instruments (commonly referred to as junk bonds), other debt, money market instruments, total return swap agreements and futures contracts.

During the year ended December 31, 2022, the Fund invested in credit default swap agreements and futures contracts in addition to investing directly in high yield bonds. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into credit default swap agreements that were centrally cleared. In a centrally cleared swap agreement, the clearing organization takes on the credit risk of all parties involved in the trade, and in effect, guarantees each party’s obligation under the contract. As a result, each party involved in a centrally cleared contract only faces the clearing organization. There can be no assurance, however, that the clearing organization, or its members, will satisfy its obligations to the Fund.

Value of a $10,000 Investment at Net Asset Value*

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund Access VP High Yield from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund Access VP High Yield		-7.97	%		0.60	%		2.87	%
Markit iBoxx $ Liquid High Yield Index		-10.73	%		1.97	%		3.34	%

Expense Ratios**

Fund	Gross			Net
ProFund Access VP High Yield		1.72	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
U.S. Treasury Obligation		51	%
Futures Contracts		12	%
Credit Default Swap Agreements		86	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund Access VP High Yield primarily invests in non-equity securities, which may include: credit default swap agreements, futures contracts, repurchase agreements, U.S. Government and money market securities.

Industry Exposure

	% of Market Exposure (CDS)
Consumer Cyclical		28	%
Consumer Non-Cyclical		15	%
Communications		14	%
Financial		10	%
Energy		9	%
Industrials		9	%
Basic Materials		7	%
Technology		4	%
Utilities		4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

The 5-year U.S. Treasury Note reflects both price return and yield components. It does not reflect the impact of transaction and financing costs, nor the deduction of expenses associated with a mutual fund, such as investment management and accounting fees.

Investments in high yield bonds or in investments linked to the high yield market are subject to greater volatility and greater credit risks than investing in U.S. Treasuries. U.S. Treasury instruments are guaranteed by the U.S. government as to the timely payment of principal and interest, if held to maturity. Both the principal and yield of a mutual fund will fluctuate with changes in market conditions.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund Access VP High Yield :: 9

Schedule of Portfolio Investments :: December 31, 2022

U.S. Treasury Obligation (50.8%)

	Principal Amount		Value
U.S. Treasury Notes, 3.88%, 11/30/27	$	8,675,000	$	8,644,502
TOTAL U.S. TREASURY OBLIGATION (Cost $8,735,867)				8,644,502
Repurchase Agreements(a) (44.2%)
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $7,524,478		7,521,000		7,521,000
TOTAL REPURCHASE AGREEMENTS (Cost $7,521,000)				7,521,000
TOTAL INVESTMENT SECURITIES (Cost $16,256,867)—95.0%				16,165,502
Net other assets (liabilities)—5.0%				849,621
NET ASSETS—100.0%			$	17,015,123

^(a)  The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Futures Contracts Purchased

	Number of Contracts	Expiration Date	Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
5-Year U.S. Treasury Note Futures Contracts	19	4/3/23	$	2,048,734	$	(4,899	)

Centrally Cleared Swap Agreements

Credit Default Swap Agreements—Sell Protection⁽¹⁾

Underlying Instrument	Payment Frequency	Fixed Deal Receive Rate			Maturity Date	Implied Credit Spread at December 31, 2022(2)			Notional Amount(3)		Value		Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)		Variation Margin
CDX North America High Yield Index Swap Agreement; Series 39	Daily		5.00	%	12/20/27		4.82	%	$	14,625,000	$	94,876	$	(416,426	)	$	511,302	$	(4,106	)

(1)	When a credit event occurs as defined under the terms of the swap agreement, the Fund as a seller of credit protection will either (i) pay to the buyer of protection an amount equal to the par value of the defaulted reference entity and take delivery of the reference entity or (ii) pay a net amount equal to the par value of the defaulted reference entity less its recovery value.
(2)	Implied credit spread, represented in absolute terms, utilized in determining the value of the credit default swap agreements as of period end will serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default or other credit event for the credit derivative. The implied credit spread of a referenced entity reflects the cost of buying/selling protection and may include payments required to be made to enter into the agreement. Generally, wider credit spreads represent a perceived deterioration of the referenced entity’s credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the swap agreement.
(3)	The notional amount represents the maximum potential amount the Fund could be required to pay as a seller of credit protection if a credit event occurs, as defined under the terms of the swap agreement, for each security included in the CDX North America High Yield Index.

See accompanying notes to financial statements.

10 :: ProFund Access VP High Yield :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	16,256,867
Securities, at value		8,644,502
Repurchase agreements, at value		7,521,000
Total Investment Securities, at value		16,165,502
Cash		116,467
Segregated cash balances for futures contracts with brokers		38,950
Segregated cash balances for credit default swap agreements with brokers		1,443,799
Interest receivable		31,290
Receivable for capital shares issued		178
Prepaid expenses		37
TOTAL ASSETS		17,796,223
LIABILITIES:
Payable for capital shares redeemed		724,946
Variation margin on futures contracts		4,319
Variation margin on credit default swap agreements		4,106
Advisory fees payable		11,517
Management services fees payable		1,535
Administration fees payable		1,680
Administrative services fees payable		8,125
Distribution fees payable		8,913
Transfer agency fees payable		2,860
Fund accounting fees payable		948
Compliance services fees payable		102
Other accrued expenses		12,049
TOTAL LIABILITIES		781,100
NET ASSETS	$	17,015,123
NET ASSETS CONSIST OF:
Capital	$	21,680,440
Total distributable earnings (loss)		(4,665,317	)
NET ASSETS	$	17,015,123
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		721,268
Net Asset Value (offering and redemption price per share)	$	23.59

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	291,200
EXPENSES:
Advisory fees		102,281
Management services fees		13,637
Administration fees		13,079
Transfer agency fees		11,482
Administrative services fees		32,460
Distribution fees		34,094
Custody fees		1,618
Fund accounting fees		7,433
Trustee fees		205
Compliance services fees		102
Other fees		10,055
Recoupment of prior expenses reduced by the Advisor		4,500
Total Gross Expenses before reductions		230,946
Expenses reduced and reimbursed by the Advisor		(1,837	)
TOTAL NET EXPENSES		229,109
NET INVESTMENT INCOME (LOSS)		62,091
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		(990,989	)
Net realized gains (losses) on futures contracts		(348,731	)
Net realized gains (losses) on swap agreements		(1,213,504	)
Change in net unrealized appreciation/depreciation on investment securities		(70,584	)
Change in net unrealized appreciation/depreciation on futures contracts		(1,921	)
Change in net unrealized appreciation/depreciation on swap agreements		556,180
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(2,069,549	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(2,007,458	)

See accompanying notes to financial statements.

Financial Statements :: ProFund Access VP High Yield :: 11

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	62,091		$	(226,634	)
Net realized gains (losses) on investments		(2,553,224	)		982,399
Change in net unrealized appreciation/depreciation on investments		483,675			(798,682	)
Change in net assets resulting from operations		(2,007,458	)		(42,917	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(595,085	)		(490,299	)
Change in net assets resulting from distributions		(595,085	)		(490,299	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		44,436,374			30,924,436
Distributions reinvested		595,085			490,299
Value of shares redeemed		(40,738,828	)		(35,479,084	)
Change in net assets resulting from capital transactions		4,292,631			(4,064,349	)
Change in net assets		1,690,088			(4,597,565	)
NET ASSETS:
Beginning of period		15,325,035			19,922,600
End of period	$	17,015,123		$	15,325,035
SHARE TRANSACTIONS:
Issued		1,817,830			1,157,931
Reinvested		25,215			18,614
Redeemed		(1,699,852	)		(1,333,589	)
Change in shares		143,193			(157,044	)

See accompanying notes to financial statements.

12 :: ProFund Access VP High Yield :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	Dec. 31, 2022			Dec. 31, 2021			Dec. 31, 2020			Dec. 31, 2019			Dec. 31, 2018
Net Asset Value, Beginning of Period	$	26.51		$	27.10		$	28.71		$	26.74		$	28.25
Investment Activities:
Net investment income (loss)(a)		0.11			(0.34	)		(0.31	)		0.06			0.16
Net realized and unrealized gains (losses) on investments		(2.22	)		0.41			0.16			3.21			(0.33	)
Total income (loss) from investment activities		(2.11	)		0.07			(0.15	)		3.27			(0.17	)
Distributions to Shareholders From:
Net investment income		(0.11	)		—			—			(0.06	)		(0.16	)
In excess of net investment income		(0.70	)		(0.66	)		(1.46	)		(1.24	)		(0.37	)
Net realized gains on investments		—			—			—			—			(0.60	)
Return of capital		—			—			—			—			(0.21	)
Total distributions		(0.81	)		(0.66	)		(1.46	)		(1.30	)		(1.34	)
Net Asset Value, End of Period	$	23.59		$	26.51		$	27.10		$	28.71		$	26.74
Total Return(b)		(7.97	)%		0.27	%		0.06	%		12.43	%		(0.61	)%(c)
Ratios to Average Net Assets:
Gross expenses(b)		1.69	%		1.72	%		1.87	%		1.73	%		1.72	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.70	%(d)		1.66	%(c)
Net investment income (loss)(b)		0.46	%		(1.28	)%		(1.16	)%		0.23	%		0.58	%(c)
Supplemental Data:
Net assets, end of period (000’s)	$	17,015		$	15,325		$	19,923		$	32,038		$	16,054
Portfolio turnover rate(e)		1,532	%		1,351	%		1,447	%		1,459	%		1,539	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	During 2018, the Fund received a non-recurring reimbursement from a third party relating to expenses that were incurred in a prior year. Had this reimbursement not occurred, the net expense ratio and net investment income (loss) ratio would have been 1.67% and 0.57%, respectively, and the total return would have been (0.62)%.
(d)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.
(e)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Asia 30 :: 13

ProFund VP Asia 30 (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the ProFunds Asia 30 Index^® (the “Index”). For the year ended December 31, 2022, the Fund had a price return of -24.42%. For the same period, the Index had a total return of -24.30%¹ and a volatility of 58.04%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index, created by ProFund Advisors, is composed of 30 companies whose principal offices are located in the Asia/Pacific region, excluding Japan, and whose securities are traded on U.S. exchanges or on Nasdaq as depositary receipts or ordinary shares and meet certain liquidity requirements. The component companies in the Index are the 30 most liquid companies based upon their U.S. dollar-traded volume. Their relative weights are determined using a modified market capitalization method. The Index is reconstituted annually. The Index is expressed in U.S. dollar terms and as such should generally reflect the relative movement of the U.S. dollar against the basket of foreign currencies represented by the constituent companies in the Index.

Value of a $10,000 Investment at Net Asset Value*

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Asia 30 from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Asia 30		-24.42	%		-3.01	%		1.64	%
ProFunds Asia 30 Index®		-24.30	%		-3.23	%		1.49	%
MSCI AC Asia Pacific Free Excluding Japan Index		-17.48	%		0.13	%		3.55	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Asia 30		1.62	%		1.62	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		99	%
Total Exposure		99	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Taiwan Semiconductor Manufacturing Co., Ltd.		10.7	%
BHP Group, Ltd.		7.5	%
HDFC Bank, Ltd.		6.5	%
ICICI Bank, Ltd.		4.9	%
Infosys, Ltd.		4.8	%

ProFunds Asia 30^® Index – Composition

Industry Breakdown	% of Index
Consumer Discretionary		26	%
Communication Services		21	%
Information Technology		20	%
Financials		17	%
Health Care		9	%
Industrials		3	%
Real Estate		2	%
Consumer Staples		2	%

Country Composition
China	72	%
India	13	%
Taiwan	8	%
Singapore	4	%
Hong Kong	3	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table DO NOT reflect the theoretical reinvestment of dividends on securities in the Index nor the impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The MSCI AC Asia Pacific Free Excluding Japan Index is a capitalization weighted index generally representative of the performance of the Asia Pacific region excluding the country of Japan. The graph and table reflect the theoretical reinvestment of dividends in the Index. The impact of transactions costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the Index calculations. It is not possible to invest directly in an index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

14 :: ProFund VP Asia 30 :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (99.2%)

	Shares		Value
Alibaba Group Holding, Ltd.*ADR (Internet & Direct Marketing Retail)		9,519	$	838,529
AMTD IDEA Group*ADR (Capital Markets)		175,157		315,283
Baidu, Inc.*ADR (Interactive Media & Services)		5,682		649,907
BHP Group, Ltd.ADR (Metals & Mining)		21,398		1,327,746
Bilibili, Inc.*ADR(a) (Entertainment)		19,923		471,976
Daqo New Energy Corp.*ADR (Semiconductors & Semiconductor Equipment)		11,363		438,725
Full Truck Alliance Co., Ltd.*ADR (Road & Rail)		58,957		471,656
Futu Holdings, Ltd.*ADR (Capital Markets)		7,895		320,932
H World Group, Ltd.ADR (Hotels, Restaurants & Leisure)		7,157		303,600
HDFC Bank, Ltd.ADR (Banks)		16,971		1,160,986
ICICI Bank, Ltd.ADR (Banks)		39,329		860,912
Infosys, Ltd.ADR (IT Services)		47,298		851,837
iQIYI, Inc.*ADR(a) (Entertainment)		86,332		457,560
JD.com, Inc.ADR (Internet & Direct Marketing Retail)		7,010		393,471
JinkoSolar Holding Co., Ltd.*ADR(a) (Semiconductors & Semiconductor Equipment)		10,773		440,401
Kanzhun, Ltd.*ADR (Interactive Media & Services)		23,243		473,460
KE Holdings, Inc.*ADR (Real Estate Management & Development)		37,115		518,125
Li Auto, Inc.*ADR (Automobiles)		15,864		323,625
NetEase, Inc.ADR (Entertainment)		9,592		696,666
New Oriental Education & Technology Group, Inc.*ADR (Diversified Consumer Services)		12,839		447,054
NIO, Inc.*ADR (Automobiles)		30,917		301,441
Pinduoduo, Inc.*ADR (Internet & Direct Marketing Retail)		7,010		571,666
Sea, Ltd.*ADR (Entertainment)		11,290		587,419
Taiwan Semiconductor Manufacturing Co., Ltd.ADR (Semiconductors & Semiconductor Equipment)		25,457		1,896,292
Tencent Music Entertainment Group*ADR (Entertainment)		60,949		504,658
Trip.com Group, Ltd.*ADR (Internet & Direct Marketing Retail)		8,928		307,123
United Microelectronics Corp.ADR (Semiconductors & Semiconductor Equipment)		77,772		507,851
Vipshop Holdings, Ltd.*ADR (Internet & Direct Marketing Retail)		22,432		305,972
XPeng, Inc.*ADR(a) (Automobiles)		31,286		310,983
ZTO Express Cayman, Inc.ADR (Air Freight & Logistics)		20,661		555,161
TOTAL COMMON STOCKS (Cost $12,661,615)				17,611,017

Repurchase Agreements^(b)(NM)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rate 4.20%, dated 12/30/22, due 1/3/23, total to be received $3,001	$	3,000	$	3,000
TOTAL REPURCHASE AGREEMENTS (Cost $3,000)				3,000

Collateral for Securities Loaned^(c) (17.8%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(d)		3,150,615	$	3,150,615
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $3,150,615)				3,150,615
TOTAL INVESTMENT SECURITIES (Cost $15,815,230)—117.0%				20,764,632
Net other assets (liabilities)—(17.0)%				(3,023,713	)
NET ASSETS—100.0%			$	17,740,919

NM	Not meaningful, amount is less than 0.05%.
*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $1,519,998.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.
ADR	American Depositary Receipt

ProFund VP Asia 30 invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Air Freight & Logistics	$	555,161		3.1	%
Automobiles		936,049		5.3	%
Banks		2,021,898		11.4	%
Capital Markets		636,215		3.6	%
Diversified Consumer Services		447,054		2.5	%
Entertainment		2,718,279		15.3	%
Hotels, Restaurants & Leisure		303,600		1.7	%
Interactive Media & Services		1,123,367		6.3	%
Internet & Direct Marketing Retail		2,416,761		13.5	%
IT Services		851,837		4.8	%
Metals & Mining		1,327,746		7.5	%
Real Estate Management & Development		518,125		2.9	%
Road & Rail		471,656		2.7	%
Semiconductors & Semiconductor Equipment		3,283,269		18.6	%
Other**		129,902		0.8	%
Total	$	17,740,919		100.0	%

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Asia 30 :: 15

ProFund VP Asia 30 invested in securities with exposure to the following countries as of December 31, 2022:

	Value		% of Net Assets
Australia	$	1,327,746		7.5	%
China		10,102,691		56.8	%
Hong Kong		315,283		1.8	%
India		2,873,735		16.2	%
Singapore		587,419		3.3	%
Taiwan		2,404,143		13.6	%
Other**		129,902		0.8	%
Total	$	17,740,919		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

16 :: ProFund VP Asia 30 :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	15,815,230
Securities, at value(a)		20,761,632
Repurchase agreements, at value		3,000
Total Investment Securities, at value		20,764,632
Cash		427
Dividends and interest receivable		19,984
Receivable for capital shares issued		148,335
Receivable for investments sold		6,481,921
Prepaid expenses		48
TOTAL ASSETS		27,415,347
LIABILITIES:
Payable for collateral for securities loaned		3,150,615
Payable for capital shares redeemed		8,978
Payable for investments purchased		6,469,301
Advisory fees payable		10,479
Management services fees payable		1,397
Administration fees payable		1,586
Administrative services fees payable		5,009
Distribution fees payable		8,018
Transfer agency fees payable		2,495
Fund accounting fees payable		904
Compliance services fees payable		120
Other accrued expenses		15,526
TOTAL LIABILITIES		9,674,428
NET ASSETS	$	17,740,919
NET ASSETS CONSIST OF:
Capital	$	18,407,337
Total distributable earnings (loss)		(666,418	)
NET ASSETS	$	17,740,919
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		500,335
Net Asset Value (offering and redemption price per share)	$	35.46

^(a) Includes securities on loan valued at: $ 1,519,998

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	177,018
Interest		2,526
Foreign tax withholding		(9,288	)
Net income from securities lending		43,526
TOTAL INVESTMENT INCOME		213,782
EXPENSES:
Advisory fees		128,954
Management services fees		17,194
Administration fees		16,341
Transfer agency fees		14,102
Administrative services fees		31,431
Distribution fees		42,984
Custody fees		25,393
Fund accounting fees		9,210
Trustee fees		285
Compliance services fees		120
Other fees		13,607
Total Gross Expenses before reductions		299,621
Expenses reduced and reimbursed by the Advisor		(9,910	)
TOTAL NET EXPENSES		289,711
NET INVESTMENT INCOME (LOSS)		(75,929	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		(3,806,589	)
Change in net unrealized appreciation/depreciation on investment securities		(1,619,551	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(5,426,140	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(5,502,069	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Asia 30 :: 17

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(75,929	)	$	105,179
Net realized gains (losses) on investments		(3,806,589	)		1,586,187
Change in net unrealized appreciation/depreciation on investments		(1,619,551	)		(7,229,921	)
Change in net assets resulting from operations		(5,502,069	)		(5,538,555	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(2,327,623	)		(4,388,382	)
Change in net assets resulting from distributions		(2,327,623	)		(4,388,382	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		32,922,526			45,782,302
Distributions reinvested		2,327,623			4,388,382
Value of shares redeemed		(31,586,574	)		(47,830,246	)
Change in net assets resulting from capital transactions		3,663,575			2,340,438
Change in net assets		(4,166,117	)		(7,586,499	)
NET ASSETS:
Beginning of period		21,907,036			29,493,535
End of period	$	17,740,919		$	21,907,036
SHARE TRANSACTIONS:
Issued		859,190			616,849
Reinvested		60,083			65,294
Redeemed		(830,232	)		(659,603	)
Change in shares		89,041			22,540

See accompanying notes to financial statements.

18 :: ProFund VP Asia 30 :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	Dec. 31, 2022			Dec. 31, 2021			Dec. 31, 2020			Dec. 31, 2019			Dec. 31, 2018
Net Asset Value, Beginning of Period	$	53.26		$	75.87		$	62.15		$	49.34		$	60.88
Investment Activities:
Net investment income (loss)(a)		(0.17	)		0.24			(0.11	)		0.39			0.11
Net realized and unrealized gains (losses) on investments		(12.40	)		(12.05	)		21.13			12.56			(11.37	)
Total income (loss) from investment activities		(12.57	)		(11.81	)		21.02			12.95			(11.26	)
Distributions to Shareholders From:
Net investment income		(0.21	)		—			(0.72	)		(0.14	)		(0.28	)
Net realized gains on investments		(5.02	)		(10.80	)		(6.58	)		—			—
Total distributions		(5.23	)		(10.80	)		(7.30	)		(0.14	)		(0.28	)
Net Asset Value, End of Period	$	35.46		$	53.26		$	75.87		$	62.15		$	49.34
Total Return(b)		(24.42	)%		(18.52	)%(c)		35.55	%		26.31	%		(18.59	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.74	%		1.68	%		1.71	%		1.72	%		1.74	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		(0.44	)%		0.33	%		(0.18	)%		0.68	%		0.19	%
Supplemental Data:
Net assets, end of period (000’s)	$	17,741		$	21,907		$	29,494		$	29,057		$	19,796
Portfolio turnover rate(d)		202	%		125	%		130	%		111	%		87	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	During the year ended December 31, 2021, the Fund received monies related to certain nonrecurring litigation settlements. The corresponding impact to the total return was an increase of 0.34%.
(d)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Banks :: 19

ProFund VP Banks (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Banks^SM Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -19.88%. For the same period, the Index had a total return of -18.25%¹ and a volatility of 28.89%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the banking sector of the U.S. equity market. Component companies include, among others, regional and major U.S. domiciled banks engaged in a wide range of financial services, including retail banking, loans, and money transmissions.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Banks from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Banks		-19.88	%		0.40	%		8.08	%
Dow Jones U.S. BanksSM Index		-18.25	%		2.25	%		10.03	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Banks		1.68	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		77	%
Swap Agreements		23	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
JPMorgan Chase & Co.		22.0	%
Bank of America Corp.		12.9	%
Wells Fargo & Co.		8.8	%
Citigroup, Inc.		4.9	%
The PNC Financial Services Group, Inc.		3.6	%

Dow Jones U.S. Banks^SM Index – Composition

	% of Index
Diversified Banks		68	%
Regional Banks		32	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

20 :: ProFund VP Banks :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (77.1%)

	Shares		Value
Bank of America Corp. (Banks)		17,565	$	581,753
Bank OZK (Banks)		279		11,177
BOK Financial Corp. (Banks)		73		7,577
Citigroup, Inc. (Banks)		4,874		220,451
Citizens Financial Group, Inc. (Banks)		1,239		48,779
Comerica, Inc. (Banks)		330		22,061
Commerce Bancshares, Inc. (Banks)		288		19,587
Cullen/Frost Bankers, Inc. (Banks)		162		21,659
East West Bancorp, Inc. (Banks)		355		23,395
F.N.B. Corp. (Banks)		883		11,523
Fifth Third Bancorp (Banks)		1,727		56,663
First Citizens BancShares, Inc.—Class A (Banks)		30		22,751
First Financial Bankshares, Inc. (Banks)		327		11,249
First Horizon Corp. (Banks)		1,351		33,089
First Republic Bank (Banks)		460		56,069
Glacier Bancorp, Inc. (Banks)		279		13,788
Home BancShares, Inc. (Banks)		477		10,871
Huntington Bancshares, Inc. (Banks)		3,631		51,197
JPMorgan Chase & Co. (Banks)		7,382		989,926
KeyCorp (Banks)		2,348		40,902
M&T Bank Corp. (Banks)		434		62,956
New York Community Bancorp, Inc. (Thrifts & Mortgage Finance)		1,712		14,723
Pinnacle Financial Partners, Inc. (Banks)		192		14,093
Popular, Inc. (Banks)		183		12,137
Prosperity Bancshares, Inc. (Banks)		230		16,716
Regions Financial Corp. (Banks)		2,352		50,709
Signature Bank (Banks)		158		18,205
SouthState Corp. (Banks)		191		14,585
SVB Financial Group* (Banks)		149		34,291
Synovus Financial Corp. (Banks)		366		13,743
TFS Financial Corp. (Thrifts & Mortgage Finance)		120		1,729
The PNC Financial Services Group, Inc. (Banks)		1,015		160,309
Truist Financial Corp. (Banks)		3,339		143,677
U.S. Bancorp (Banks)		3,403		148,405
UMB Financial Corp. (Banks)		109		9,104
Umpqua Holdings Corp. (Banks)		546		9,746
United Bankshares, Inc. (Banks)		339		13,726
Valley National Bancorp (Banks)		1,058		11,966
Webster Financial Corp. (Banks)		438		20,735
Wells Fargo & Co. (Banks)		9,590		395,971
Western Alliance Bancorp (Banks)		274		16,319
Wintrust Financial Corp. (Banks)		153		12,932
Zions Bancorp (Banks)		377		18,533
TOTAL COMMON STOCKS (Cost $765,618)				3,469,777

Repurchase Agreements^(a) (2.7%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $120,056	$	120,000	$	120,000
TOTAL REPURCHASE AGREEMENTS (Cost $120,000)				120,000
TOTAL INVESTMENT SECURITIES (Cost $885,618)—79.8%				3,589,777
Net other assets (liabilities)—20.2%				906,320
NET ASSETS—100.0%			$	4,496,097

*	Non-income producing security.
(a)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Banks Index	Goldman Sachs International	1/23/23		4.93	%	$	1,011,882	$	2,216

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Banks :: 21

ProFund VP Banks invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Banks	$	3,453,325		76.7	%
Thrifts & Mortgage Finance		16,452		0.4	%
Other**		1,026,320		22.9	%
Total	$	4,496,097		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

22 :: ProFund VP Banks :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	885,618
Securities, at value		3,469,777
Repurchase agreements, at value		120,000
Total Investment Securities, at value		3,589,777
Cash		217
Segregated cash balances for swap agreements with custodian		10,000
Dividends and interest receivable		5,664
Unrealized appreciation on swap agreements		2,216
Receivable for investments sold		1,002,024
Prepaid expenses		89
TOTAL ASSETS		4,609,987
LIABILITIES:
Payable for capital shares redeemed		98,353
Advisory fees payable		2,359
Management services fees payable		315
Administration fees payable		428
Administrative services fees payable		1,981
Distribution fees payable		2,318
Transfer agency fees payable		857
Fund accounting fees payable		254
Compliance services fees payable		35
Other accrued expenses		6,990
TOTAL LIABILITIES		113,890
NET ASSETS	$	4,496,097
NET ASSETS CONSIST OF:
Capital	$	9,572,654
Total distributable earnings (loss)		(5,076,557	)
NET ASSETS	$	4,496,097
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		179,100
Net Asset Value (offering and redemption price per share)	$	25.10

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	223,985
Interest		1,515
Net income from securities lending		2
TOTAL INVESTMENT INCOME		225,502
EXPENSES:
Advisory fees		71,514
Management services fees		9,535
Administration fees		8,665
Transfer agency fees		7,473
Administrative services fees		22,632
Distribution fees		23,838
Custody fees		1,105
Fund accounting fees		4,984
Trustee fees		161
Compliance services fees		95
Other fees		11,837
Recoupment of prior expenses reduced by the Advisor		3,733
Total Gross Expenses before reductions		165,572
Expenses reduced and reimbursed by the Advisor		(5,380	)
TOTAL NET EXPENSES		160,192
NET INVESTMENT INCOME (LOSS)		65,310
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		(3,131,109	)
Net realized gains (losses) on swap agreements		31,382
Change in net unrealized appreciation/depreciation on investment securities		(1,482,385	)
Change in net unrealized appreciation/depreciation on swap agreements		1,606
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(4,580,506	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(4,515,196	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Banks :: 23

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	65,310		$	49,018
Net realized gains (losses) on investments		(3,099,727	)		291,776
Change in net unrealized appreciation/depreciation on investments		(1,480,779	)		1,462,725
Change in net assets resulting from operations		(4,515,196	)		1,803,519
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(49,018	)		(82,428	)
Change in net assets resulting from distributions		(49,018	)		(82,428	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		52,079,786			42,197,240
Distributions reinvested		49,018			82,428
Value of shares redeemed		(50,568,806	)		(41,323,046	)
Change in net assets resulting from capital transactions		1,559,998			956,622
Change in net assets		(3,004,216	)		2,677,713
NET ASSETS:
Beginning of period		7,500,313			4,822,600
End of period	$	4,496,097		$	7,500,313
SHARE TRANSACTIONS:
Issued		1,642,940			1,390,030
Reinvested		1,896			2,662
Redeemed		(1,702,830	)		(1,358,451	)
Change in shares		(57,994	)		34,241

See accompanying notes to financial statements.

24 :: ProFund VP Banks :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	31.63		$	23.77		$	28.74		$	21.31		$	26.03
Investment Activities:
Net investment income (loss)(a)		0.20			0.17			0.36			0.31			0.15
Net realized and unrealized gains (losses) on investments		(6.49	)		7.93			(4.85	)		7.39			(4.79	)
Total income (loss) from investment activities		(6.29	)		8.10			(4.49	)		7.70			(4.64	)
Distributions to Shareholders From:
Net investment income		(0.24	)		(0.24	)		(0.48	)		(0.27	)		(0.08	)
Net Asset Value, End of Period	$	25.10		$	31.63		$	23.77		$	28.74		$	21.31
Total Return(b)		(19.88	)%		34.09	%		(15.21	)%		36.43	%		(17.90	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.74	%		1.68	%		1.74	%		1.70	%		1.71	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		0.69	%		0.57	%		1.74	%		1.24	%		0.57	%
Supplemental Data:
Net assets, end of period (000’s)	$	4,496		$	7,500		$	4,823		$	9,333		$	6,539
Portfolio turnover rate(c)		599	%		551	%		478	%		293	%		324	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Basic Materials :: 25

ProFund VP Basic Materials (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Basic Materials^SM Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -9.14%. For the same period, the Index had a total return of -7.57%¹ and a volatility of 26.90%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the basic materials sector of the U.S. equity market. Component companies are involved in the production of aluminum, steel, non-ferrous metals, commodity chemicals, specialty chemicals, forest products, paper products, as well as the mining of precious metals and coal.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Basic Materials from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Basic Materials		-9.14	%		5.21	%		6.89	%
Dow Jones U.S. Basic MaterialsSM Index		-7.57	%		7.01	%		8.69	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Basic Materials		1.68	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		99	%
Swap Agreements		1	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Linde PLC		20.0	%
Air Products & Chemicals, Inc.		8.5	%
Freeport-McMoRan, Inc.		6.8	%
Corteva, Inc.		5.2	%
Newmont Corp.		4.7	%

Dow Jones U.S. Basic Materials^SM Index – Composition

	% of Index
Chemicals		76	%
Metals & Mining		24	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

26 :: ProFund VP Basic Materials :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (99.1%)

	Shares		Value
Air Products & Chemicals, Inc. (Chemicals)		3,741	$	1,153,201
Albemarle Corp. (Chemicals)		1,976		428,515
Alcoa Corp. (Metals & Mining)		2,983		135,637
Ashland, Inc. (Chemicals)		840		90,325
Axalta Coating Systems, Ltd.* (Chemicals)		3,722		94,799
Celanese Corp. (Chemicals)		1,681		171,865
CF Industries Holdings, Inc. (Chemicals)		3,308		281,842
Cleveland-Cliffs, Inc.* (Metals & Mining)		8,689		139,980
Commercial Metals Co. (Metals & Mining)		1,978		95,537
Corteva, Inc. (Chemicals)		12,041		707,770
Dow, Inc. (Chemicals)		11,873		598,280
DuPont de Nemours, Inc. (Chemicals)		8,379		575,051
Eastman Chemical Co. (Chemicals)		2,023		164,753
Ecolab, Inc. (Chemicals)		4,180		608,441
Element Solutions, Inc. (Chemicals)		3,795		69,031
FMC Corp. (Chemicals)		2,124		265,075
Freeport-McMoRan, Inc. (Metals & Mining)		24,108		916,103
Ginkgo Bioworks Holdings, Inc.*(a) (Chemicals)		14,987		25,328
Huntsman Corp. (Chemicals)		3,045		83,677
International Flavors & Fragrances, Inc. (Chemicals)		4,300		450,812
Linde PLC (Chemicals)		8,333		2,718,057
LyondellBasell Industries N.V. Class A (Chemicals)		4,284		355,701
MP Materials Corp.* (Metals & Mining)		1,557		37,804
NewMarket Corp. (Chemicals)		115		35,778
Newmont Corp. (Metals & Mining)		13,388		631,914
Nucor Corp. (Metals & Mining)		4,327		570,342
Olin Corp. (Chemicals)		2,149		113,768
PPG Industries, Inc. (Chemicals)		3,964		498,433
Reliance Steel & Aluminum Co. (Metals & Mining)		990		200,416
Royal Gold, Inc. (Metals & Mining)		1,107		124,781
RPM International, Inc. (Chemicals)		2,177		212,149
Steel Dynamics, Inc. (Metals & Mining)		2,814		274,928
The Chemours Co. (Chemicals)		2,544		77,897
The Mosaic Co. (Chemicals)		5,742		251,902
The Scotts Miracle-Gro Co.—Class A (Chemicals)		682		33,138
United States Steel Corp. (Metals & Mining)		3,951		98,973
Valvoline, Inc. (Chemicals)		2,987		97,526
Westlake Corp. (Chemicals)		581		59,576
TOTAL COMMON STOCKS (Cost $4,987,641)				13,449,105

Repurchase Agreements^(b) (0.5%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $64,030	$	64,000	$	64,000
TOTAL REPURCHASE AGREEMENTS (Cost $64,000)				64,000

Collateral for Securities Loaned^(c) (0.2%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(d)		25,181	$	25,181
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $25,181)				25,181
TOTAL INVESTMENT SECURITIES (Cost $5,076,822)—99.8%				13,538,286
Net other assets (liabilities)—0.2%				29,962
NET ASSETS—100.0%			$	13,568,248

*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $24,568.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Basic Materials Index	Goldman Sachs International	1/23/23		4.93	%	$	191,573	$	(3,013	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Basic Materials :: 27

ProFund VP Basic Materials invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Chemicals	$	10,222,690		75.3	%
Metals & Mining		3,226,415		23.8	%
Other**		119,143		0.9	%
Total	$	13,568,248		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

28 :: ProFund VP Basic Materials :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	5,076,822
Securities, at value(a)		13,474,286
Repurchase agreements, at value		64,000
Total Investment Securities, at value		13,538,286
Cash		507
Segregated cash balances for swap agreements with custodian		90,000
Dividends and interest receivable		19,011
Receivable for capital shares issued		63,216
Prepaid expenses		46
TOTAL ASSETS		13,711,066
LIABILITIES:
Payable for collateral for securities loaned		25,181
Payable for capital shares redeemed		73,893
Unrealized depreciation on swap agreements		3,013
Advisory fees payable		9,051
Management services fees payable		1,207
Administration fees payable		1,326
Administrative services fees payable		6,726
Distribution fees payable		6,928
Transfer agency fees payable		2,275
Fund accounting fees payable		760
Compliance services fees payable		103
Other accrued expenses		12,355
TOTAL LIABILITIES		142,818
NET ASSETS	$	13,568,248
NET ASSETS CONSIST OF:
Capital	$	7,754,508
Total distributable earnings (loss)		5,813,740
NET ASSETS	$	13,568,248
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		177,592
Net Asset Value (offering and redemption price per share)	$	76.40

^(a) Includes securities on loan valued at: $ 24,568

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	335,208
Interest		3,611
Net income from securities lending		336
TOTAL INVESTMENT INCOME		339,155
EXPENSES:
Advisory fees		118,841
Management services fees		15,845
Administration fees		15,013
Transfer agency fees		13,151
Administrative services fees		39,883
Distribution fees		39,614
Custody fees		1,292
Fund accounting fees		8,631
Trustee fees		266
Compliance services fees		106
Other fees		17,903
Total Gross Expenses before reductions		270,545
Expenses reduced and reimbursed by the Advisor		(4,340	)
TOTAL NET EXPENSES		266,205
NET INVESTMENT INCOME (LOSS)		72,950
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		(552,720	)
Net realized gains (losses) on swap agreements		(107,372	)
Change in net unrealized appreciation/depreciation on investment securities		(2,127,993	)
Change in net unrealized appreciation/depreciation on swap agreements		(10,118	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(2,798,203	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(2,725,253	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Basic Materials :: 29

Statements of Changes in Net Assets 

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	72,950		$	31,759
Net realized gains (losses) on investments		(660,092	)		205,580
Change in net unrealized appreciation/depreciation on investments		(2,138,111	)		2,936,428
Change in net assets resulting from operations		(2,725,253	)		3,173,767
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(191,880	)		(550,093	)
Change in net assets resulting from distributions		(191,880	)		(550,093	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		20,908,816			31,694,090
Distributions reinvested		191,880			550,093
Value of shares redeemed		(21,898,854	)		(34,000,418	)
Change in net assets resulting from capital transactions		(798,158	)		(1,756,235	)
Change in net assets		(3,715,291	)		867,439
NET ASSETS:
Beginning of period		17,283,539			16,416,100
End of period	$	13,568,248		$	17,283,539
SHARE TRANSACTIONS:
Issued		253,374			402,912
Reinvested		2,370			6,830
Redeemed		(281,628	)		(442,935	)
Change in shares		(25,884	)		(33,193	)

See accompanying notes to financial statements.

30 :: ProFund VP Basic Materials :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	84.94		$	69.36		$	64.71		$	56.94		$	69.41
Investment Activities:
Net investment income (loss)(a)		0.36			0.14			0.32			0.37			0.14
Net realized and unrealized gains (losses) on investments		(8.08	)		17.52			9.87			9.53			(12.36	)
Total income (loss) from investment activities		(7.72	)		17.66			10.19			9.90			(12.22	)
Distributions to Shareholders From:
Net investment income		(0.13	)		(0.23	)		(0.42	)		(0.22	)		(0.25	)
Net realized gains on investments		(0.69	)		(1.85	)		(5.12	)		(1.91	)		—
Total distributions		(0.82	)		(2.08	)		(5.54	)		(2.13	)		(0.25	)
Net Asset Value, End of Period	$	76.40		$	84.94		$	69.36		$	64.71		$	56.94
Total Return(b)		(9.14	)%		25.63	%		16.49	%		17.72	%		(17.66	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.71	%		1.68	%		1.73	%		1.71	%		1.74	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		0.46	%		0.18	%		0.53	%		0.60	%		0.21	%
Supplemental Data:
Net assets, end of period (000’s)	$	13,568		$	17,284		$	16,416		$	11,884		$	12,171
Portfolio turnover rate(c)		65	%		134	%		135	%		58	%		39	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Bear :: 31

ProFund VP Bear (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the S&P 500^® (the “Index”) for a single day, not for any other period. A “single day” is measured from the time the Fund calculates its net asset value (“NAV”) to the time of the Fund’s next NAV calculation. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund’s returns for periods longer than a single day will very likely differ in amount, and possible even direction from the Fund’s stated multiple (-1x) times the return of the Fund’s Index for the same period. For periods longer than a single day, the Fund will lose money if the Index’s performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2022, the Fund had a total return of 17.03%. For the same period, the Index had a total return of -18.11%¹ and a volatility of 24.19%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the inverse of the daily return of the Index. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, and financial viability. Reconstitution occurs both on a quarterly and ongoing basis.

During the year ended December 31, 2022, the Fund invested in swap agreements and futures contracts as a substitute for shorting stocks in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and benefited from financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Bear from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Bear		17.03	%		-12.04	%		-13.86	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Bear		1.69	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Futures Contracts		(8	)%
Swap Agreements		(92	)%
Total Exposure		(100	)%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Bear primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

S&P 500^® – Composition

	% of Index
Information Technology		25	%
Health Care		16	%
Financials		12	%
Consumer Discretionary		10	%
Industrials		9	%
Communication Services		7	%
Consumer Staples		7	%
Energy		5	%
Utilities		3	%
Materials		3	%
Real Estate		3	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

32 :: ProFund VP Bear :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a)(b) (83.5%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $4,140,914	$	4,139,000	$	4,139,000
TOTAL REPURCHASE AGREEMENTS (Cost $4,139,000)				4,139,000
TOTAL INVESTMENT SECURITIES (Cost $4,139,000)—83.5%				4,139,000
Net other assets (liabilities)—16.5%				818,759
NET ASSETS—100.0%			$	4,957,759

(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $470,000.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Futures Contracts Sold

	Number of Contracts	Expiration Date	Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
E-Mini S&P 500 Futures Contracts	2	3/20/23	$	(386,100	)	$	10,696

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
S&P 500	Goldman Sachs International	1/27/23		(4.68	)%	$	(1,766,170	)	$	(7,252	)
S&P 500	UBS AG	1/27/23		(4.48	)%		(2,810,898	)		(4,931	)
						$	(4,577,068	)	$	(12,183	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Bear :: 33

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	4,139,000
Repurchase agreements, at value		4,139,000
Total Investment Securities, at value		4,139,000
Cash		50
Segregated cash balances for futures contracts with brokers		23,320
Interest receivable		957
Receivable for capital shares issued		816,348
Variation margin on futures contracts		1,075
Prepaid expenses		402
TOTAL ASSETS		4,981,152
LIABILITIES:
Payable for capital shares redeemed		61
Unrealized depreciation on swap agreements		12,183
Advisory fees payable		2,595
Management services fees payable		346
Administration fees payable		357
Administrative services fees payable		1,604
Distribution fees payable		1,947
Transfer agency fees payable		623
Fund accounting fees payable		202
Compliance services fees payable		35
Other accrued expenses		3,440
TOTAL LIABILITIES		23,393
NET ASSETS	$	4,957,759
NET ASSETS CONSIST OF:
Capital	$	27,484,606
Total distributable earnings (loss)		(22,526,847	)
NET ASSETS	$	4,957,759
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		290,879
Net Asset Value (offering and redemption price per share)	$	17.04

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	73,373
EXPENSES:
Advisory fees		29,202
Management services fees		3,894
Administration fees		3,753
Transfer agency fees		3,431
Administrative services fees		9,152
Distribution fees		9,734
Custody fees		736
Fund accounting fees		2,216
Trustee fees		60
Compliance services fees		35
Other fees		3,901
Total Gross Expenses before reductions		66,114
Expenses reduced and reimbursed by the Advisor		(700	)
TOTAL NET EXPENSES		65,414
NET INVESTMENT INCOME (LOSS)		7,959
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on futures contracts		(5,596	)
Net realized gains (losses) on swap agreements		155,141
Change in net unrealized appreciation/depreciation on futures contracts		10,696
Change in net unrealized appreciation/depreciation on swap agreements		(20,051	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		140,190
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	148,149

See accompanying notes to financial statements.

34 :: ProFund VP Bear :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	7,959		$	(51,431	)
Net realized gains (losses) on investments		149,545			(692,585	)
Change in net unrealized appreciation/depreciation on investments		(9,355	)		30,860
Change in net assets resulting from operations		148,149			(713,156	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		—			(21,696	)
Change in net assets resulting from distributions		—			(21,696	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		33,511,378			24,842,719
Distributions reinvested		—			21,696
Value of shares redeemed		(30,258,589	)		(24,924,990	)
Change in net assets resulting from capital transactions		3,252,789			(60,575	)
Change in net assets		3,400,938			(795,427	)
NET ASSETS:
Beginning of period		1,556,821			2,352,248
End of period	$	4,957,759		$	1,556,821
SHARE TRANSACTIONS:
Issued		2,004,731			1,499,798
Reinvested		—			1,237
Redeemed		(1,820,764	)		(1,514,177	)
Change in shares		183,967			(13,142	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Bear :: 35

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	14.56		$	19.59		$	26.47		$	34.40		$	33.06
Investment Activities:
Net investment income (loss)(a)		0.03			(0.28	)		(0.35	)		0.13			0.03
Net realized and unrealized gains (losses) on investments		2.45			(4.49	)		(6.41	)		(8.03	)		1.31
Total income (loss) from investment activities		2.48			(4.77	)		(6.76	)		(7.90	)		1.34
Distributions to Shareholders From:
Net investment income		—			—			(0.12	)		(0.03	)		—
Net realized gains on investments		—			(0.26	)		—			—			—
Total distributions		—			(0.26	)		(0.12	)		(0.03	)		—
Net Asset Value, End of Period	$	17.04		$	14.56		$	19.59		$	26.47		$	34.40
Total Return(b)		17.03	%		(24.57	)%		(25.61	)%		(22.95	)%		4.05	%
Ratios to Average Net Assets:
Gross expenses(b)		1.70	%		1.69	%		1.79	%		1.74	%		1.65	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.71	%(c)		1.65	%
Net investment income (loss)(b)		0.20	%		(1.68	)%		(1.40	)%		0.43	%		0.08	%
Supplemental Data:
Net assets, end of period (000’s)	$	4,958		$	1,557		$	2,352		$	3,207		$	4,135
Portfolio turnover rate(d)		—			—			—			—			—

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.
(d)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

36 :: ProFund VP Biotechnology :: Management Discussion of Fund Performance

ProFund VP Biotechnology (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Biotechnology^SM Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -7.71%. For the same period, the Index had a total return of -6.20%¹ and a volatility of 23.43%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the biotechnology sector of the U.S. equity market. Component companies engage in the research and development of biological substances for drug discovery and diagnostic development. These companies derive most of their revenue from the sale or licensing of drugs and diagnostic tools.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Biotechnology from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Biotechnology		-7.71	%		6.00	%		12.08	%
Dow Jones U.S. BiotechnologySM Index		-6.20	%		7.82	%		14.01	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Biotechnology		1.58	%		1.58	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		89	%
Swap Agreements		11	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
AbbVie, Inc.		18.1	%
Danaher Corp.		11.0	%
Amgen, Inc.		8.9	%
Gilead Sciences, Inc.		6.8	%
Regeneron Pharmaceuticals, Inc.		4.9	%

Dow Jones U.S. Biotechnology^SM Index – Composition

	% of Index
Biotechnology		71	%
Life Sciences Tools & Services		29	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Biotechnology :: 37

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (88.7%)

	Shares		Value
10X Genomics, Inc.*—Class A (Life Sciences Tools & Services)		2,994	$	109,101
AbbVie, Inc. (Biotechnology)		55,394		8,952,224
Agilent Technologies, Inc. (Life Sciences Tools & Services)		9,273		1,387,705
Alkermes PLC* (Biotechnology)		5,147		134,491
Alnylam Pharmaceuticals, Inc.* (Biotechnology)		3,854		915,903
Amgen, Inc. (Biotechnology)		16,713		4,389,502
Apellis Pharmaceuticals, Inc.* (Biotechnology)		2,944		152,234
Arrowhead Pharmaceuticals, Inc.* (Biotechnology)		3,316		134,497
Avantor, Inc.* (Life Sciences Tools & Services)		21,118		445,379
Azenta, Inc.* (Life Sciences Tools & Services)		2,350		136,817
Beam Therapeutics, Inc.* (Biotechnology)		1,854		72,510
Biogen, Inc.* (Biotechnology)		4,511		1,249,186
Biohaven, Ltd.* (Biotechnology)		2,007		27,857
BioMarin Pharmaceutical, Inc.* (Biotechnology)		5,821		602,415
Bio-Techne Corp. (Life Sciences Tools & Services)		4,917		407,521
Blueprint Medicines Corp.* (Biotechnology)		1,874		82,100
Charles River Laboratories International, Inc.* (Life Sciences Tools & Services)		1,594		347,333
CRISPR Therapeutics AG* (Biotechnology)		2,452		99,674
Danaher Corp. (Health Care Equipment & Supplies)		20,522		5,446,949
Denali Therapeutics, Inc.* (Biotechnology)		3,446		95,833
Exact Sciences Corp.* (Biotechnology)		5,566		275,573
Exelixis, Inc.* (Biotechnology)		10,104		162,068
Fate Therapeutics, Inc.* (Biotechnology)		2,587		26,103
Gilead Sciences, Inc. (Biotechnology)		39,287		3,372,789
Halozyme Therapeutics, Inc.* (Biotechnology)		4,235		240,972
Horizon Therapeutics PLC* (Pharmaceuticals)		7,098		807,752
Illumina, Inc.* (Life Sciences Tools & Services)		4,927		996,239
Incyte Corp.* (Biotechnology)		5,784		464,571
Intellia Therapeutics, Inc.* (Biotechnology)		2,670		93,156
Ionis Pharmaceuticals, Inc.* (Biotechnology)		4,449		168,039
IQVIA Holdings, Inc.* (Life Sciences Tools & Services)		5,818		1,192,050
Maravai LifeSciences Holdings, Inc.*—Class A (Life Sciences Tools & Services)		3,420		48,940
Medpace Holdings, Inc.* (Life Sciences Tools & Services)		789		167,591
Mettler-Toledo International, Inc.* (Life Sciences Tools & Services)		698		1,008,924
Mirati Therapeutics, Inc.* (Biotechnology)		1,623		73,538
Moderna, Inc.* (Biotechnology)		10,349		1,858,887
Natera, Inc.* (Biotechnology)		3,415		137,181
Neurocrine Biosciences, Inc.* (Biotechnology)		3,011		359,634
Novavax, Inc.* (Biotechnology)		2,459		25,279
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		3,354		2,419,877
Repligen Corp.* (Life Sciences Tools & Services)		1,617		273,774
Sarepta Therapeutics, Inc.* (Biotechnology)		2,750		356,345
Seagen, Inc.* (Biotechnology)		4,304		553,107
Sotera Health Co.* (Life Sciences Tools & Services)		3,093		25,765
Syneos Health, Inc.* (Life Sciences Tools & Services)		3,223		118,220
Ultragenyx Pharmaceutical, Inc.* (Biotechnology)		2,196		101,741
United Therapeutics Corp.* (Biotechnology)		1,428		397,113
Vertex Pharmaceuticals, Inc.* (Biotechnology)		8,040		2,321,791
Vir Biotechnology, Inc.* (Biotechnology)		2,377		60,162
West Pharmaceutical Services, Inc. (Health Care Equipment & Supplies)		2,319		545,777
TOTAL COMMON STOCKS (Cost $18,838,601)				43,842,189

Repurchase Agreements^(a) (2.8%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $1,362,630	$	1,362,000	$	1,362,000
TOTAL REPURCHASE AGREEMENTS (Cost $1,362,000)				1,362,000
TOTAL INVESTMENT SECURITIES (Cost $20,200,601)—91.5%				45,204,189
Net other assets (liabilities)—8.5%				4,190,752
NET ASSETS—100.0%			$	49,394,941

*	Non-income producing security.
(a)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

See accompanying notes to financial statements.

38 :: ProFund VP Biotechnology :: Financial Statements

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Biotechnology Index	Goldman Sachs International	1/23/23		4.93	%	$	5,544,825	$	(1,533	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Biotechnology invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Biotechnology	$	30,376,352		61.5	%
Health Care Equipment & Supplies		5,992,726		12.1	%
Life Sciences Tools & Services		6,665,359		13.5	%
Pharmaceuticals		807,752		1.6	%
Other**		5,552,752		11.3	%
Total	$	49,394,941		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Biotechnology :: 39

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	20,200,601
Securities, at value		43,842,189
Repurchase agreements, at value		1,362,000
Total Investment Securities, at value		45,204,189
Cash		234
Segregated cash balances for swap agreements with custodian		265,000
Dividends and interest receivable		8,217
Receivable for capital shares issued		137,772
Receivable for investments sold		4,016,206
Prepaid expenses		142
TOTAL ASSETS		49,631,760
LIABILITIES:
Payable for capital shares redeemed		96,797
Unrealized depreciation on swap agreements		1,533
Advisory fees payable		31,850
Management services fees payable		4,247
Administration fees payable		4,529
Administrative services fees payable		18,238
Distribution fees payable		28,058
Transfer agency fees payable		7,759
Fund accounting fees payable		2,572
Compliance services fees payable		337
Other accrued expenses		40,899
TOTAL LIABILITIES		236,819
NET ASSETS	$	49,394,941
NET ASSETS CONSIST OF:
Capital	$	21,070,275
Total distributable earnings (loss)		28,324,666
NET ASSETS	$	49,394,941
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		698,728
Net Asset Value (offering and redemption price per share)	$	70.69

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	708,487
Interest		12,236
Net income from securities lending		106
TOTAL INVESTMENT INCOME		720,829
EXPENSES:
Advisory fees		376,842
Management services fees		50,245
Administration fees		47,547
Transfer agency fees		41,755
Administrative services fees		87,155
Distribution fees		125,614
Custody fees		4,915
Fund accounting fees		27,151
Trustee fees		844
Compliance services fees		337
Other fees		53,827
TOTAL NET EXPENSES		816,232
NET INVESTMENT INCOME (LOSS)		(95,403	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		5,465,285
Net realized gains (losses) on swap agreements		191,000
Change in net unrealized appreciation/depreciation on investment securities		(10,673,200	)
Change in net unrealized appreciation/depreciation on swap agreements		(2,356	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(5,019,271	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(5,114,674	)

See accompanying notes to financial statements.

40 :: ProFund VP Biotechnology :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(95,403	)	$	(98,109	)
Net realized gains (losses) on investments		5,656,285			10,795,186
Change in net unrealized appreciation/depreciation on investments		(10,675,556	)		(1,563,132	)
Change in net assets resulting from operations		(5,114,674	)		9,133,945
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(8,817,118	)		(384,376	)
Change in net assets resulting from distributions		(8,817,118	)		(384,376	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		15,974,231			21,315,729
Distributions reinvested		8,817,118			384,376
Value of shares redeemed		(23,263,017	)		(29,619,878	)
Change in net assets resulting from capital transactions		1,528,332			(7,919,773	)
Change in net assets		(12,403,460	)		829,796
NET ASSETS:
Beginning of period		61,798,401			60,968,605
End of period	$	49,394,941		$	61,798,401
SHARE TRANSACTIONS:
Issued		226,037			233,740
Reinvested		138,329			4,479
Redeemed		(319,842	)		(326,324	)
Change in shares		44,524			(88,105	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Biotechnology :: 41

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	94.46		$	82.13		$	76.13		$	65.65		$	70.40
Investment Activities:
Net investment income (loss)(a)		(0.14	)		(0.14	)		(0.05	)		0.01			(0.07	)
Net realized and unrealized gains (losses) on investments		(8.78	)		13.01			11.57			10.75			(4.68	)
Total income (loss) from investment activities		(8.92	)		12.87			11.52			10.76			(4.75	)
Distributions to Shareholders From:
Net investment income		—			—			(0.01	)		—			—
Net realized gains on investments		(14.85	)		(0.54	)		(5.51	)		(0.28	)		—
Total distributions		(14.85	)		(0.54	)		(5.52	)		(0.28	)		—
Net Asset Value, End of Period	$	70.69		$	94.46		$	82.13		$	76.13		$	65.65
Total Return(b)		(7.71	)%		15.73	%		15.38	%		16.46	%		(6.75	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.63	%		1.58	%		1.67	%		1.63	%		1.58	%
Net expenses(b)		1.63	%		1.58	%		1.67	%		1.63	%		1.58	%
Net investment income (loss)(b)		(0.19	)%		(0.15	)%		(0.06	)%		0.02	%		(0.10	)%
Supplemental Data:
Net assets, end of period (000’s)	$	49,395		$	61,798		$	60,969		$	57,767		$	55,520
Portfolio turnover rate(c)		29	%		43	%		70	%		81	%		114	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

42 :: ProFund VP Bull :: Management Discussion of Fund Performance

ProFund VP Bull (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P 500^® (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -19.74%. For the same period, the Index had a total return of -18.11%¹ and a volatility of 24.19%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, and financial viability. Reconstitution occurs both on a quarterly and an ongoing basis.

During the year ended December 31, 2022, the Fund invested in swap agreements and futures contracts in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Bull from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Bull		-19.74	%		7.31	%		10.37	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Bull		1.63	%		1.63	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		73	%
Futures Contracts		7	%
Swap Agreements		20	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		4.4	%
Microsoft Corp.		4.1	%
Alphabet, Inc.		2.3	%
Amazon.com, Inc.		1.7	%
Berkshire Hathaway, Inc.		1.3	%

S&P 500^® – Composition

	% of Index
Information Technology		25	%
Health Care		16	%
Financials		12	%
Consumer Discretionary		10	%
Industrials		9	%
Communication Services		7	%
Consumer Staples		7	%
Energy		5	%
Utilities		3	%
Materials		3	%
Real Estate		3	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Bull :: 43

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (73.1%)

	Shares		Value
3M Co. (Industrial Conglomerates)		548	$	65,716
A.O. Smith Corp. (Building Products)		126		7,212
Abbott Laboratories (Health Care Equipment & Supplies)		1,730		189,936
AbbVie, Inc. (Biotechnology)		1,755		283,625
Accenture PLC—Class A (IT Services)		625		166,775
Activision Blizzard, Inc. (Entertainment)		707		54,121
Adobe, Inc.* (Software)		461		155,140
Advance Auto Parts, Inc. (Specialty Retail)		60		8,822
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		1,600		103,632
Aflac, Inc. (Insurance)		561		40,358
Agilent Technologies, Inc. (Life Sciences Tools & Services)		294		43,997
Air Products & Chemicals, Inc. (Chemicals)		220		67,817
Akamai Technologies, Inc.* (IT Services)		156		13,151
Alaska Air Group, Inc.* (Airlines)		126		5,410
Albemarle Corp. (Chemicals)		116		25,156
Alexandria Real Estate Equities, Inc. (Equity Real Estate Investment Trusts (REITs))		148		21,559
Align Technology, Inc.* (Health Care Equipment & Supplies)		72		15,185
Allegion PLC (Building Products)		87		9,158
Alliant Energy Corp. (Electric Utilities)		249		13,747
Alphabet, Inc.*—Class A (Interactive Media & Services)		5,926		522,850
Alphabet, Inc.*—Class C (Interactive Media & Services)		5,253		466,098
Altria Group, Inc. (Tobacco)		1,778		81,272
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		8,806		739,703
Amcor PLC (Containers & Packaging)		1,477		17,591
Ameren Corp. (Multi-Utilities)		257		22,852
American Airlines Group, Inc.* (Airlines)		645		8,204
American Electric Power Co., Inc. (Electric Utilities)		510		48,425
American Express Co. (Consumer Finance)		593		87,616
American International Group, Inc. (Insurance)		737		46,608
American Tower Corp. (Equity Real Estate Investment Trusts (REITs))		462		97,879
American Water Works Co., Inc. (Water Utilities)		180		27,436
Ameriprise Financial, Inc. (Capital Markets)		106		33,005
AmerisourceBergen Corp. (Health Care Providers & Services)		161		26,679
AMETEK, Inc. (Electrical Equipment)		228		31,856
Amgen, Inc. (Biotechnology)		529		138,937
Amphenol Corp.—Class A (Electronic Equipment, Instruments & Components)		590		44,922
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		510		83,655
ANSYS, Inc.* (Software)		86		20,777
Aon PLC (Insurance)		205		61,529
APA Corp. (Oil, Gas & Consumable Fuels)		319		14,891
Apple, Inc. (Technology Hardware, Storage & Peripherals)		14,837		1,927,771
Applied Materials, Inc. (Semiconductors & Semiconductor Equipment)		854		83,163
Aptiv PLC* (Auto Components)		269		25,052
Arch Capital Group, Ltd.* (Insurance)		367		23,040
Archer-Daniels-Midland Co. (Food Products)		545		50,603
Arista Networks, Inc.* (Communications Equipment)		246		29,852
Arthur J. Gallagher & Co. (Insurance)		209		39,405
Assurant, Inc. (Insurance)		52		6,503
AT&T, Inc. (Diversified Telecommunication Services)		7,071		130,177
Atmos Energy Corp. (Gas Utilities)		139		15,578
Autodesk, Inc.* (Software)		214		39,990
Automatic Data Processing, Inc. (IT Services)		412		98,410
AutoZone, Inc.* (Specialty Retail)		19		46,857
AvalonBay Communities, Inc. (Equity Real Estate Investment Trusts (REITs))		139		22,451
Avery Dennison Corp. (Containers & Packaging)		80		14,480
Baker Hughes Co.—Class A (Energy Equipment & Services)		993		29,323
Ball Corp. (Containers & Packaging)		311		15,905
Bank of America Corp. (Banks)		6,925		229,356
Bath & Body Works, Inc. (Specialty Retail)		227		9,566
Baxter International, Inc. (Health Care Equipment & Supplies)		500		25,485
Becton, Dickinson & Co. (Health Care Equipment & Supplies)		283		71,967
Berkshire Hathaway, Inc.*—Class B (Diversified Financial Services)		1,788		552,313
Best Buy Co., Inc. (Specialty Retail)		199		15,962
Biogen, Inc.* (Biotechnology)		143		39,600
Bio-Rad Laboratories, Inc.*—Class A (Life Sciences Tools & Services)		21		8,830
Bio-Techne Corp. (Life Sciences Tools & Services)		156		12,929
BlackRock, Inc.—Class A (Capital Markets)		149		105,586
Booking Holdings, Inc.* (Hotels, Restaurants & Leisure)		38		76,581
BorgWarner, Inc. (Auto Components)		232		9,338
Boston Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		142		9,596
Boston Scientific Corp.* (Health Care Equipment & Supplies)		1,421		65,750
Bristol-Myers Squibb Co. (Pharmaceuticals)		2,110		151,815
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		402		224,770
Broadridge Financial Solutions, Inc. (IT Services)		117		15,693
Brown & Brown, Inc. (Insurance)		233		13,274
Brown-Forman Corp.—Class B (Beverages)		181		11,888
C.H. Robinson Worldwide, Inc. (Air Freight & Logistics)		117		10,713
Cadence Design Systems, Inc.* (Software)		272		43,694

See accompanying notes to financial statements.

44 :: ProFund VP Bull :: Financial Statements

Common Stocks, continued

	Shares		Value
Caesars Entertainment, Inc.* (Hotels, Restaurants & Leisure)		213	$	8,861
Camden Property Trust (Equity Real Estate Investment Trusts (REITs))		106		11,859
Campbell Soup Co. (Food Products)		199		11,293
Capital One Financial Corp. (Consumer Finance)		379		35,232
Cardinal Health, Inc. (Health Care Providers & Services)		260		19,986
CarMax, Inc.* (Specialty Retail)		157		9,560
Carnival Corp.*—Class A (Hotels, Restaurants & Leisure)		994		8,012
Carrier Global Corp. (Building Products)		830		34,238
Catalent, Inc.* (Pharmaceuticals)		179		8,057
Caterpillar, Inc. (Machinery)		516		123,612
Cboe Global Markets, Inc. (Capital Markets)		105		13,174
CBRE Group, Inc.*—Class A (Real Estate Management & Development)		313		24,088
CDW Corp. (Electronic Equipment, Instruments & Components)		134		23,930
Celanese Corp. (Chemicals)		99		10,122
Centene Corp.* (Health Care Providers & Services)		562		46,090
CenterPoint Energy, Inc. (Multi-Utilities)		625		18,744
Ceridian HCM Holding, Inc.* (Software)		152		9,751
CF Industries Holdings, Inc. (Chemicals)		195		16,614
Charles River Laboratories International, Inc.* (Life Sciences Tools & Services)		50		10,895
Charter Communications, Inc.*—Class A (Media)		107		36,284
Chevron Corp. (Oil, Gas & Consumable Fuels)		1,766		316,979
Chipotle Mexican Grill, Inc.* (Hotels, Restaurants & Leisure)		28		38,850
Chubb, Ltd. (Insurance)		412		90,886
Church & Dwight Co., Inc. (Household Products)		242		19,508
Cigna Corp. (Health Care Providers & Services)		303		100,396
Cincinnati Financial Corp. (Insurance)		156		15,973
Cintas Corp. (Commercial Services & Supplies)		86		38,839
Cisco Systems, Inc. (Communications Equipment)		4,074		194,086
Citigroup, Inc. (Banks)		1,922		86,932
Citizens Financial Group, Inc. (Banks)		489		19,252
CME Group, Inc. (Capital Markets)		357		60,033
CMS Energy Corp. (Multi-Utilities)		288		18,239
Cognizant Technology Solutions Corp.— Class A (IT Services)		510		29,167
Colgate-Palmolive Co. (Household Products)		829		65,317
Comcast Corp.—Class A (Media)		4,279		149,637
Comerica, Inc. (Banks)		130		8,691
Conagra Brands, Inc. (Food Products)		476		18,421
ConocoPhillips (Oil, Gas & Consumable Fuels)		1,236		145,848
Consolidated Edison, Inc. (Multi-Utilities)		352		33,549
Constellation Brands, Inc.—Class A (Beverages)		161		37,312
Constellation Energy Corp. (Electric Utilities)		324		27,932
Copart, Inc.* (Commercial Services & Supplies)		425		25,878
Corning, Inc. (Electronic Equipment, Instruments & Components)		755		24,115
Corteva, Inc. (Chemicals)		709		41,675
CoStar Group, Inc.* (Professional Services)		404		31,220
Costco Wholesale Corp. (Food & Staples Retailing)		439		200,404
Coterra Energy, Inc. (Oil, Gas & Consumable Fuels)		782		19,214
Crown Castle, Inc. (Equity Real Estate Investment Trusts (REITs))		430		58,325
CSX Corp. (Road & Rail)		2,086		64,624
Cummins, Inc. (Machinery)		140		33,921
CVS Health Corp. (Health Care Providers & Services)		1,304		121,520
D.R. Horton, Inc. (Household Durables)		311		27,722
Danaher Corp. (Health Care Equipment & Supplies)		650		172,522
Darden Restaurants, Inc. (Hotels, Restaurants & Leisure)		121		16,738
DaVita, Inc.* (Health Care Providers & Services)		55		4,107
Deere & Co. (Machinery)		273		117,050
Delta Air Lines, Inc.* (Airlines)		636		20,899
DENTSPLY SIRONA, Inc. (Health Care Equipment & Supplies)		213		6,782
Devon Energy Corp. (Oil, Gas & Consumable Fuels)		649		39,920
DexCom, Inc.* (Health Care Equipment & Supplies)		383		43,371
Diamondback Energy, Inc. (Oil, Gas & Consumable Fuels)		175		23,937
Digital Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		285		28,577
Discover Financial Services (Consumer Finance)		271		26,512
DISH Network Corp.*—Class A (Media)		249		3,496
Dollar General Corp. (Multiline Retail)		224		55,160
Dollar Tree, Inc.* (Multiline Retail)		209		29,561
Dominion Energy, Inc. (Multi-Utilities)		827		50,712
Domino’s Pizza, Inc. (Hotels, Restaurants & Leisure)		35		12,124
Dover Corp. (Machinery)		139		18,822
Dow, Inc. (Chemicals)		698		35,172
DTE Energy Co. (Multi-Utilities)		192		22,566
Duke Energy Corp. (Electric Utilities)		764		78,684
DuPont de Nemours, Inc. (Chemicals)		493		33,835
DXC Technology Co.* (IT Services)		228		6,042
Eastman Chemical Co. (Chemicals)		119		9,691
Eaton Corp. PLC (Electrical Equipment)		395		61,995
eBay, Inc. (Internet & Direct Marketing Retail)		538		22,311
Ecolab, Inc. (Chemicals)		246		35,808
Edison International (Electric Utilities)		379		24,112
Edwards Lifesciences Corp.* (Health Care Equipment & Supplies)		613		45,736
Electronic Arts, Inc. (Entertainment)		260		31,767
Elevance Health, Inc. (Health Care Providers & Services)		237		121,573
Eli Lilly & Co. (Pharmaceuticals)		782		286,087

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Bull :: 45

Common Stocks, continued

	Shares		Value
Emerson Electric Co. (Electrical Equipment)		587	$	56,387
Enphase Energy, Inc.* (Semiconductors & Semiconductor Equipment)		135		35,770
Entergy Corp. (Electric Utilities)		202		22,725
EOG Resources, Inc. (Oil, Gas & Consumable Fuels)		583		75,510
EPAM Systems, Inc.* (IT Services)		57		18,681
EQT Corp. (Oil, Gas & Consumable Fuels)		364		12,314
Equifax, Inc. (Professional Services)		121		23,518
Equinix, Inc. (Equity Real Estate Investment Trusts (REITs))		92		60,263
Equity Residential (Equity Real Estate Investment Trusts (REITs))		337		19,883
Essex Property Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		64		13,563
Etsy, Inc.* (Internet & Direct Marketing Retail)		125		14,973
Everest Re Group, Ltd. (Insurance)		39		12,920
Evergy, Inc. (Electric Utilities)		228		14,348
Eversource Energy (Electric Utilities)		346		29,009
Exelon Corp. (Electric Utilities)		986		42,625
Expedia Group, Inc.* (Hotels, Restaurants & Leisure)		149		13,052
Expeditors International of Washington, Inc. (Air Freight & Logistics)		158		16,419
Extra Space Storage, Inc. (Equity Real Estate Investment Trusts (REITs))		133		19,575
Exxon Mobil Corp. (Oil, Gas & Consumable Fuels)		4,086		450,685
F5, Inc.* (Communications Equipment)		59		8,467
FactSet Research Systems, Inc. (Capital Markets)		38		15,246
Fastenal Co. (Trading Companies & Distributors)		568		26,878
Federal Realty Investment Trust (Equity Real Estate Investment Trusts (REITs))		73		7,376
FedEx Corp. (Air Freight & Logistics)		238		41,222
Fidelity National Information Services, Inc. (IT Services)		589		39,964
Fifth Third Bancorp (Banks)		681		22,344
First Horizon Corp. (Banks)		1		14
First Republic Bank (Banks)		181		22,062
First Solar, Inc.* (Semiconductors & Semiconductor Equipment)		98		14,679
FirstEnergy Corp. (Electric Utilities)		539		22,606
Fiserv, Inc.* (IT Services)		630		63,674
FleetCor Technologies, Inc.* (IT Services)		73		13,409
FMC Corp. (Chemicals)		125		15,600
Ford Motor Co. (Automobiles)		3,919		45,578
Fortinet, Inc.* (Software)		643		31,436
Fortive Corp. (Machinery)		351		22,552
Fox Corp.—Class A (Media)		300		9,111
Fox Corp.—Class B (Media)		138		3,926
Franklin Resources, Inc. (Capital Markets)		282		7,439
Freeport-McMoRan, Inc. (Metals & Mining)		1,418		53,883
Garmin, Ltd. (Household Durables)		152		14,028
Gartner, Inc.* (IT Services)		78		26,219
GEN DIGITAL INC. (Software)		575		12,322
Generac Holdings, Inc.* (Electrical Equipment)		63		6,342
General Dynamics Corp. (Aerospace & Defense)		223		55,329
General Electric Co. (Industrial Conglomerates)		1,084		90,828
General Mills, Inc. (Food Products)		589		49,388
General Motors Co. (Automobiles)		1,410		47,432
Genuine Parts Co. (Distributors)		140		24,292
Gilead Sciences, Inc. (Biotechnology)		1,244		106,797
Global Payments, Inc. (IT Services)		268		26,618
Globe Life, Inc. (Insurance)		90		10,850
Halliburton Co. (Energy Equipment & Services)		901		35,454
Hartford Financial Services Group, Inc. (Insurance)		316		23,962
Hasbro, Inc. (Leisure Products)		129		7,870
HCA Healthcare, Inc. (Health Care Providers & Services)		210		50,392
Healthpeak Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		533		13,362
Henry Schein, Inc.* (Health Care Providers & Services)		134		10,703
Hess Corp. (Oil, Gas & Consumable Fuels)		275		39,001
Hewlett Packard Enterprises Co. (Technology Hardware, Storage & Peripherals)		1,277		20,381
Hilton Worldwide Holdings, Inc. (Hotels, Restaurants & Leisure)		268		33,864
Hologic, Inc.* (Health Care Equipment & Supplies)		248		18,553
Honeywell International, Inc. (Industrial Conglomerates)		667		142,939
Hormel Foods Corp. (Food Products)		287		13,073
Host Hotels & Resorts, Inc. (Equity Real Estate Investment Trusts (REITs))		709		11,379
Howmet Aerospace, Inc. (Aerospace & Defense)		365		14,385
HP, Inc. (Technology Hardware, Storage & Peripherals)		878		23,592
Humana, Inc. (Health Care Providers & Services)		126		64,536
Huntington Bancshares, Inc. (Banks)		1,431		20,177
Huntington Ingalls Industries, Inc. (Aerospace & Defense)		40		9,227
IDEX Corp. (Machinery)		75		17,125
IDEXX Laboratories, Inc.* (Health Care Equipment & Supplies)		82		33,453
Illinois Tool Works, Inc. (Machinery)		277		61,023
Illumina, Inc.* (Life Sciences Tools & Services)		156		31,543
Incyte Corp.* (Biotechnology)		183		14,699
Ingersoll Rand, Inc. (Machinery)		402		21,005
Intel Corp. (Semiconductors & Semiconductor Equipment)		4,095		108,231
Intercontinental Exchange, Inc. (Capital Markets)		554		56,835
International Business Machines Corp. (IT Services)		897		126,378
International Flavors & Fragrances, Inc. (Chemicals)		253		26,525
International Paper Co. (Containers & Packaging)		353		12,224
Intuit, Inc. (Software)		280		108,982

See accompanying notes to financial statements.

46 :: ProFund VP Bull :: Financial Statements

Common Stocks, continued

	Shares		Value
Intuitive Surgical, Inc.* (Health Care Equipment & Supplies)		351	$	93,138
Invesco, Ltd. (Capital Markets)		451		8,113
Invitation Homes, Inc. (Equity Real Estate Investment Trusts (REITs))		576		17,073
IQVIA Holdings, Inc.* (Life Sciences Tools & Services)		184		37,700
Iron Mountain, Inc. (Equity Real Estate Investment Trusts (REITs))		288		14,357
J.B. Hunt Transport Services, Inc. (Road & Rail)		82		14,298
Jack Henry & Associates, Inc. (IT Services)		72		12,640
Jacobs Solutions, Inc. (Professional Services)		127		15,249
Johnson & Johnson (Pharmaceuticals)		2,594		458,230
Johnson Controls International PLC (Building Products)		683		43,711
JPMorgan Chase & Co. (Banks)		2,910		390,231
Juniper Networks, Inc. (Communications Equipment)		322		10,291
Kellogg Co. (Food Products)		254		18,095
Keurig Dr Pepper, Inc. (Beverages)		843		30,061
KeyCorp (Banks)		926		16,131
Keysight Technologies, Inc.* (Electronic Equipment, Instruments & Components)		177		30,279
Kimberly-Clark Corp. (Household Products)		335		45,476
Kimco Realty Corp. (Equity Real Estate Investment Trusts (REITs))		614		13,005
Kinder Morgan, Inc. (Oil, Gas & Consumable Fuels)		1,963		35,491
KLA Corp. (Semiconductors & Semiconductor Equipment)		141		53,161
L3Harris Technologies, Inc. (Aerospace & Defense)		189		39,352
Laboratory Corp. of America Holdings (Health Care Providers & Services)		88		20,722
Lam Research Corp. (Semiconductors & Semiconductor Equipment)		135		56,741
Lamb Weston Holding, Inc. (Food Products)		143		12,778
Las Vegas Sands Corp.* (Hotels, Restaurants & Leisure)		326		15,671
Leidos Holdings, Inc. (Professional Services)		136		14,306
Lennar Corp.—Class A (Household Durables)		253		22,897
Lincoln National Corp. (Insurance)		153		4,700
Linde PLC (Chemicals)		491		160,153
Live Nation Entertainment, Inc.* (Entertainment)		142		9,903
LKQ Corp. (Distributors)		252		13,459
Lockheed Martin Corp. (Aerospace & Defense)		231		112,379
Loews Corp. (Insurance)		196		11,433
Lowe’s Cos., Inc. (Specialty Retail)		616		122,732
Lumen Technologies, Inc. (Diversified Telecommunication Services)		944		4,928
LyondellBasell Industries N.V.—Class A (Chemicals)		252		20,924
M&T Bank Corp. (Banks)		171		24,805
Marathon Oil Corp. (Oil, Gas & Consumable Fuels)		630		17,054
Marathon Petroleum Corp. (Oil, Gas & Consumable Fuels)		465		54,121
MarketAxess Holdings, Inc. (Capital Markets)		37		10,319
Marriott International, Inc.—Class A (Hotels, Restaurants & Leisure)		268		39,879
Marsh & McLennan Cos., Inc. (Insurance)		492		81,416
Martin Marietta Materials, Inc. (Construction Materials)		62		20,954
Masco Corp. (Building Products)		224		10,454
Mastercard, Inc.—Class A (IT Services)		842		292,789
Match Group, Inc.* (Interactive Media & Services)		277		11,493
McCormick & Co., Inc. (Food Products)		249		20,640
McDonald’s Corp. (Hotels, Restaurants & Leisure)		727		191,586
McKesson Corp. (Health Care Providers & Services)		141		52,892
Medtronic PLC (Health Care Equipment & Supplies)		1,319		102,512
Merck & Co., Inc. (Pharmaceuticals)		2,516		279,150
Meta Platforms, Inc.*—Class A (Interactive Media & Services)		2,231		268,479
MetLife, Inc. (Insurance)		654		47,330
Mettler-Toledo International, Inc.* (Life Sciences Tools & Services)		22		31,800
MGM Resorts International (Hotels, Restaurants & Leisure)		316		10,595
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		546		38,357
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		1,079		53,928
Microsoft Corp. (Software)		7,396		1,773,709
Mid-America Apartment Communities, Inc. (Equity Real Estate Investment Trusts (REITs))		115		18,054
Moderna, Inc.* (Biotechnology)		328		58,915
Mohawk Industries, Inc.* (Household Durables)		52		5,315
Molina Healthcare, Inc.* (Health Care Providers & Services)		58		19,153
Molson Coors Beverage Co.—Class B (Beverages)		187		9,634
Mondelez International, Inc.—Class A (Food Products)		1,355		90,311
Monolithic Power Systems, Inc. (Semiconductors & Semiconductor Equipment)		44		15,559
Monster Beverage Corp.* (Beverages)		378		38,378
Moody’s Corp. (Capital Markets)		156		43,465
Morgan Stanley (Capital Markets)		1,309		111,291
Motorola Solutions, Inc. (Communications Equipment)		166		42,780
MSCI, Inc. (Capital Markets)		79		36,748
Nasdaq, Inc. (Capital Markets)		336		20,614
NetApp, Inc. (Technology Hardware, Storage & Peripherals)		216		12,973
Netflix, Inc.* (Entertainment)		442		130,337
Newell Brands, Inc. (Household Durables)		373		4,879
Newmont Corp. (Metals & Mining)		788		37,194
News Corp.—Class A (Media)		379		6,898
News Corp.—Class B (Media)		117		2,157
NextEra Energy, Inc. (Electric Utilities)		1,972		164,858

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Bull :: 47

Common Stocks, continued

	Shares		Value
NIKE, Inc.—Class B (Textiles, Apparel & Luxury Goods)		1,249	$	146,146
NiSource, Inc. (Multi-Utilities)		403		11,050
Nordson Corp. (Machinery)		53		12,599
Norfolk Southern Corp. (Road & Rail)		230		56,677
Northern Trust Corp. (Capital Markets)		207		18,317
Northrop Grumman Corp. (Aerospace & Defense)		144		78,568
Norwegian Cruise Line Holdings, Ltd.* (Hotels, Restaurants & Leisure)		418		5,116
NRG Energy, Inc. (Electric Utilities)		229		7,287
Nucor Corp. (Metals & Mining)		255		33,612
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		2,471		361,111
NVR, Inc.* (Household Durables)		3		13,838
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		257		40,614
Occidental Petroleum Corp. (Oil, Gas & Consumable Fuels)		721		45,416
Old Dominion Freight Line, Inc. (Road & Rail)		90		25,540
Omnicom Group, Inc. (Media)		202		16,477
ON Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		429		26,757
ONEOK, Inc. (Oil, Gas & Consumable Fuels)		443		29,105
Oracle Corp. (Software)		1,525		124,654
O’Reilly Automotive, Inc.* (Specialty Retail)		62		52,330
Organon & Co. (Pharmaceuticals)		252		7,038
Otis Worldwide Corp. (Machinery)		413		32,342
PACCAR, Inc. (Machinery)		345		34,145
Packaging Corp. of America (Containers & Packaging)		92		11,768
Paramount Global–Class B (Media)		501		8,457
Parker-Hannifin Corp. (Machinery)		127		36,957
Paychex, Inc. (IT Services)		318		36,748
Paycom Software, Inc.* (Software)		48		14,895
PayPal Holdings, Inc.* (IT Services)		1,131		80,550
Pentair PLC (Machinery)		163		7,332
PepsiCo, Inc. (Beverages)		1,367		246,962
PerkinElmer, Inc. (Life Sciences Tools & Services)		125		17,528
Pfizer, Inc. (Pharmaceuticals)		5,568		285,304
PG&E Corp.* (Electric Utilities)		1,597		25,967
Philip Morris International, Inc. (Tobacco)		1,538		155,661
Phillips 66 (Oil, Gas & Consumable Fuels)		469		48,814
Pinnacle West Capital Corp. (Electric Utilities)		112		8,516
Pioneer Natural Resources Co. (Oil, Gas & Consumable Fuels)		236		53,900
Pool Corp. (Distributors)		39		11,791
PPG Industries, Inc. (Chemicals)		233		29,297
PPL Corp. (Electric Utilities)		731		21,360
Principal Financial Group, Inc. (Insurance)		226		18,966
Prologis, Inc. (Equity Real Estate Investment Trusts (REITs))		916		103,261
Prudential Financial, Inc. (Insurance)		365		36,303
PTC, Inc.* (Software)		105		12,604
Public Service Enterprise Group, Inc. (Multi-Utilities)		495		30,329
Public Storage (Equity Real Estate Investment Trusts (REITs))		157		43,990
PulteGroup, Inc. (Household Durables)		226		10,290
Qorvo, Inc.* (Semiconductors & Semiconductor Equipment)		101		9,155
Qualcomm, Inc. (Semiconductors & Semiconductor Equipment)		1,112		122,253
Quanta Services, Inc. (Construction & Engineering)		142		20,235
Quest Diagnostics, Inc. (Health Care Providers & Services)		113		17,678
Ralph Lauren Corp. (Textiles, Apparel & Luxury Goods)		41		4,332
Raymond James Financial, Inc. (Capital Markets)		192		20,515
Raytheon Technologies Corp. (Aerospace & Defense)		1,459		147,242
Realty Income Corp. (Equity Real Estate Investment Trusts (REITs))		622		39,453
Regency Centers Corp. (Equity Real Estate Investment Trusts (REITs))		153		9,563
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		106		76,478
Regions Financial Corp. (Banks)		927		19,986
Republic Services, Inc. (Commercial Services & Supplies)		204		26,314
ResMed, Inc. (Health Care Equipment & Supplies)		145		30,179
Robert Half International, Inc. (Professional Services)		108		7,974
Rockwell Automation, Inc. (Electrical Equipment)		114		29,363
Rollins, Inc. (Commercial Services & Supplies)		230		8,404
Roper Technologies, Inc. (Software)		105		45,369
Ross Stores, Inc. (Specialty Retail)		344		39,928
Royal Caribbean Cruises, Ltd.* (Hotels, Restaurants & Leisure)		218		10,776
S&P Global, Inc. (Capital Markets)		330		110,530
Salesforce, Inc.* (Software)		992		131,529
SBA Communications Corp. (Equity Real Estate Investment Trusts (REITs))		107		29,993
Schlumberger, Ltd. (Energy Equipment & Services)		1,407		75,219
Seagate Technology Holdings PLC (Technology Hardware, Storage & Peripherals)		190		9,996
Sealed Air Corp. (Containers & Packaging)		144		7,183
Sempra Energy (Multi-Utilities)		312		48,216
ServiceNow, Inc.* (Software)		200		77,654
Signature Bank (Banks)		62		7,144
Simon Property Group, Inc. (Equity Real Estate Investment Trusts (REITs))		324		38,064
Skyworks Solutions, Inc. (Semiconductors & Semiconductor Equipment)		159		14,490
Snap-on, Inc. (Machinery)		53		12,110
SolarEdge Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		55		15,580
Southwest Airlines Co.* (Airlines)		589		19,832
Stanley Black & Decker, Inc. (Machinery)		147		11,043
Starbucks Corp. (Hotels, Restaurants & Leisure)		1,139		112,989

See accompanying notes to financial statements.

48 :: ProFund VP Bull :: Financial Statements

Common Stocks, continued

	Shares		Value
State Street Corp. (Capital Markets)		364	$	28,235
Steel Dynamics, Inc. (Metals & Mining)		164		16,023
STERIS PLC (Health Care Equipment & Supplies)		99		18,284
Stryker Corp. (Health Care Equipment & Supplies)		334		81,660
SVB Financial Group* (Banks)		59		13,578
Synchrony Financial (Consumer Finance)		447		14,688
Synopsys, Inc.* (Software)		152		48,532
Sysco Corp. (Food & Staples Retailing)		503		38,454
T. Rowe Price Group, Inc. (Capital Markets)		222		24,211
Take-Two Interactive Software, Inc.* (Entertainment)		157		16,348
Tapestry, Inc. (Textiles, Apparel & Luxury Goods)		239		9,101
Targa Resources Corp. (Oil, Gas & Consumable Fuels)		225		16,538
Target Corp. (Multiline Retail)		457		68,111
TE Connectivity, Ltd. (Electronic Equipment, Instruments & Components)		316		36,277
Teledyne Technologies, Inc.* (Electronic Equipment, Instruments & Components)		47		18,796
Teleflex, Inc. (Health Care Equipment & Supplies)		47		11,733
Teradyne, Inc. (Semiconductors & Semiconductor Equipment)		155		13,539
Tesla, Inc.* (Automobiles)		2,663		328,029
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		900		148,698
Textron, Inc. (Aerospace & Defense)		207		14,656
The AES Corp. (Independent Power and Renewable Electricity Producers)		663		19,068
The Allstate Corp. (Insurance)		263		35,663
The Bank of New York Mellon Corp. (Capital Markets)		730		33,230
The Boeing Co.* (Aerospace & Defense)		556		105,912
The Charles Schwab Corp. (Capital Markets)		1,513		125,973
The Clorox Co. (Household Products)		122		17,120
The Coca-Cola Co. (Beverages)		3,862		245,662
The Cooper Cos., Inc. (Health Care Equipment & Supplies)		49		16,203
The Estee Lauder Cos., Inc. (Personal Products)		229		56,817
The Goldman Sachs Group, Inc. (Capital Markets)		336		115,377
The Hershey Co. (Food Products)		146		33,809
The Home Depot, Inc. (Specialty Retail)		1,016		320,913
The Interpublic Group of Cos., Inc. (Media)		385		12,824
The JM Smucker Co.—Class A (Food Products)		106		16,797
The Kraft Heinz Co. (Food Products)		790		32,161
The Kroger Co. (Food & Staples Retailing)		646		28,799
The Mosaic Co. (Chemicals)		338		14,828
The PNC Financial Services Group, Inc. (Banks)		400		63,176
The Procter & Gamble Co. (Household Products)		2,351		356,318
The Progressive Corp. (Insurance)		580		75,232
The Sherwin-Williams Co. (Chemicals)		234		55,535
The Southern Co. (Electric Utilities)		1,080		77,123
The TJX Cos., Inc. (Specialty Retail)		1,152		91,699
The Travelers Cos., Inc. (Insurance)		233		43,685
The Walt Disney Co.* (Entertainment)		1,809		157,166
The Williams Cos., Inc. (Oil, Gas & Consumable Fuels)		1,208		39,743
Thermo Fisher Scientific, Inc. (Life Sciences Tools & Services)		389		214,219
T-Mobile U.S., Inc.* (Wireless Telecommunication Services)		593		83,020
Tractor Supply Co. (Specialty Retail)		110		24,747
Trane Technologies PLC (Building Products)		229		38,493
TransDigm Group, Inc. (Aerospace & Defense)		51		32,112
Trimble, Inc.* (Electronic Equipment, Instruments & Components)		245		12,387
Truist Financial Corp. (Banks)		1,316		56,627
Tyler Technologies, Inc.* (Software)		41		13,219
Tyson Foods, Inc.—Class A (Food Products)		287		17,866
U.S. Bancorp (Banks)		1,341		58,481
UDR, Inc. (Equity Real Estate Investment Trusts (REITs))		304		11,774
Ulta Beauty, Inc.* (Specialty Retail)		51		23,923
Union Pacific Corp. (Road & Rail)		610		126,312
United Airlines Holdings, Inc.* (Airlines)		324		12,215
United Parcel Service, Inc.—Class B (Air Freight & Logistics)		724		125,860
United Rentals, Inc.* (Trading Companies & Distributors)		69		24,524
UnitedHealth Group, Inc. (Health Care Providers & Services)		927		491,476
Universal Health Services, Inc.—Class B (Health Care Providers & Services)		64		9,017
Valero Energy Corp. (Oil, Gas & Consumable Fuels)		383		48,587
Ventas, Inc. (Equity Real Estate Investment Trusts (REITs))		397		17,885
VeriSign, Inc.* (IT Services)		92		18,900
Verisk Analytics, Inc. (Professional Services)		155		27,345
Verizon Communications, Inc. (Diversified Telecommunication Services)		4,167		164,180
Vertex Pharmaceuticals, Inc.* (Biotechnology)		255		73,639
VF Corp. (Textiles, Apparel & Luxury Goods)		328		9,056
Viatris, Inc. (Pharmaceuticals)		1,203		13,389
VICI Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		955		30,942
Visa, Inc.—Class A (IT Services)		1,622		336,987
Vornado Realty Trust (Equity Real Estate Investment Trusts (REITs))		160		3,330
Vulcan Materials Co. (Construction Materials)		132		23,115
W.R. Berkley Corp. (Insurance)		203		14,732
W.W. Grainger, Inc. (Trading Companies & Distributors)		45		25,031
Walgreens Boots Alliance, Inc. (Food & Staples Retailing)		712		26,600
Walmart, Inc. (Food & Staples Retailing)		1,400		198,506
Warner Bros Discovery, Inc.* (Entertainment)		2,193		20,790
Waste Management, Inc. (Commercial Services & Supplies)		371		58,203
Waters Corp.* (Life Sciences Tools & Services)		59		20,212
WEC Energy Group, Inc. (Multi-Utilities)		313		29,347
Wells Fargo & Co. (Banks)		3,781		156,117
Welltower, Inc. (Equity Real Estate Investment Trusts (REITs))		469		30,743
West Pharmaceutical Services, Inc. (Health Care Equipment & Supplies)		73		17,181

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Bull :: 49

Common Stocks, continued

	Shares		Value
Western Digital Corp.* (Technology Hardware, Storage & Peripherals)		315	$	9,938
Westinghouse Air Brake Technologies Corp. (Machinery)		180		17,966
WestRock Co. (Containers & Packaging)		252		8,860
Weyerhaeuser Co. (Equity Real Estate Investment Trusts (REITs))		730		22,630
Whirlpool Corp. (Household Durables)		54		7,639
Willis Towers Watson PLC (Insurance)		107		26,170
Wynn Resorts, Ltd.* (Hotels, Restaurants & Leisure)		102		8,412
Xcel Energy, Inc. (Electric Utilities)		543		38,070
Xylem, Inc. (Machinery)		179		19,792
Yum! Brands, Inc. (Hotels, Restaurants & Leisure)		279		35,734
Zebra Technologies Corp.* (Electronic Equipment, Instruments & Components)		51		13,077
Zimmer Biomet Holdings, Inc. (Health Care Equipment & Supplies)		208		26,520
Zions Bancorp (Banks)		148		7,276
Zoetis, Inc. (Pharmaceuticals)		462		67,706
TOTAL COMMON STOCKS (Cost $9,923,272)				31,881,952
Repurchase Agreements(a)(b) (31.3%)
	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $13,661,315	$	13,655,000	$	13,655,000
TOTAL REPURCHASE AGREEMENTS (Cost $13,655,000)				13,655,000
TOTAL INVESTMENT SECURITIES (Cost $23,578,272)—104.4%				45,536,952
Net other assets (liabilities)—(4.4)%				(1,927,624	)
NET ASSETS—100.0%			$	43,609,328

*	Non-income producing security.
(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $1,501,000.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Futures Contracts Purchased

	Number of Contracts	Expiration Date	Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
E-Mini S&P 500 Futures Contracts	15	3/20/23	$	2,895,750	$	(21,045	)

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
S&P 500	Goldman Sachs International	1/27/23		4.93	%	$	4,903,041	$	15,041
S&P 500	UBS AG	1/27/23		4.83	%		3,939,327		13,757
						$	8,842,368	$	28,798

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

50 :: ProFund VP Bull :: Financial Statements

ProFund VP Bull invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Aerospace & Defense	$	609,162		1.3	%
Air Freight & Logistics		194,214		0.4	%
Airlines		66,560		0.2	%
Auto Components		34,390		0.1	%
Automobiles		421,039		1.0	%
Banks		1,222,380		2.7	%
Beverages		619,897		1.5	%
Biotechnology		792,690		1.8	%
Building Products		143,266		0.3	%
Capital Markets		998,256		2.3	%
Chemicals		598,752		1.4	%
Commercial Services & Supplies		157,638		0.4	%
Communications Equipment		285,476		0.7	%
Construction & Engineering		20,235		NM
Construction Materials		44,069		0.1	%
Consumer Finance		164,048		0.4	%
Containers & Packaging		88,011		0.2	%
Distributors		49,542		0.1	%
Diversified Financial Services		552,313		1.3	%
Diversified Telecommunication Services		299,285		0.7	%
Electric Utilities		667,394		1.5	%
Electrical Equipment		185,943		0.4	%
Electronic Equipment, Instruments & Components		203,783		0.5	%
Energy Equipment & Services		139,996		0.3	%
Entertainment		420,432		1.0	%
Equity Real Estate Investment Trusts (REITs)		839,764		1.9	%
Food & Staples Retailing		492,763		1.1	%
Food Products		385,235		0.9	%
Gas Utilities		15,578		NM
Health Care Equipment & Supplies		1,086,150		2.5	%
Health Care Providers & Services		1,176,920		2.7	%
Hotels, Restaurants & Leisure		638,840		1.5	%
Household Durables		106,608		0.2	%
Household Products		503,739		1.2	%
Independent Power and Renewable Electricity Producers		19,068		NM
Industrial Conglomerates		299,483		0.7	%
Insurance		780,938		1.8	%
Interactive Media & Services		1,268,920		2.8	%
Internet & Direct Marketing Retail		776,987		1.7	%
IT Services		1,422,795		3.3	%
Leisure Products		7,870		NM
Life Sciences Tools & Services		429,653		1.0	%
Machinery		599,396		1.4	%
Media		249,267		0.6	%
Metals & Mining		140,712		0.3	%
Multiline Retail		152,832		0.4	%
Multi-Utilities		285,604		0.7	%
Oil, Gas & Consumable Fuels		1,527,068		3.5	%
Personal Products		56,817		0.1	%
Pharmaceuticals		1,556,776		3.6	%
Professional Services		119,612		0.3	%
Real Estate Management & Development		24,088		0.1	%
Road & Rail		287,451		0.7	%
Semiconductors & Semiconductor Equipment		1,623,843		3.7	%
Software		2,664,257		6.0	%
Specialty Retail		767,039		1.8	%
Technology Hardware, Storage & Peripherals		2,004,651		4.6	%
Textiles, Apparel & Luxury Goods		168,635		0.4	%
Tobacco		236,933		0.5	%
Trading Companies & Distributors		76,433		0.2	%
Water Utilities		27,436		0.1	%
Wireless Telecommunication Services		83,020		0.2	%
Other**		11,727,376		26.9	%
Total	$	43,609,328		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.
NM	Not meaningful, amount is less than 0.05%.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Bull :: 51

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	23,578,272
Securities, at value		31,881,952
Repurchase agreements, at value		13,655,000
Total Investment Securities, at value		45,536,952
Cash		48,409
Segregated cash balances for futures contracts with brokers		174,900
Dividends and interest receivable		30,927
Unrealized appreciation on swap agreements		28,798
Prepaid expenses		3,237
TOTAL ASSETS		45,823,223
LIABILITIES:
Payable for capital shares redeemed		2,075,201
Variation margin on futures contracts		8,063
Advisory fees payable		27,567
Management services fees payable		3,676
Administration fees payable		4,200
Administrative services fees payable		21,536
Distribution fees payable		24,715
Transfer agency fees payable		7,767
Fund accounting fees payable		2,519
Compliance services fees payable		297
Other accrued expenses		38,354
TOTAL LIABILITIES		2,213,895
NET ASSETS	$	43,609,328
NET ASSETS CONSIST OF:
Capital	$	15,999,626
Total distributable earnings (loss)		27,609,702
NET ASSETS	$	43,609,328
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		895,941
Net Asset Value (offering and redemption price per share)	$	48.67

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	552,571
Interest		201,176
Foreign tax withholding		(123	)
TOTAL INVESTMENT INCOME		753,624
EXPENSES:
Advisory fees		357,460
Management services fees		47,661
Administration fees		45,005
Transfer agency fees		39,453
Administrative services fees		113,469
Distribution fees		119,154
Custody fees		7,542
Fund accounting fees		27,251
Trustee fees		802
Compliance services fees		297
Other fees		55,290
Total Gross Expenses before reductions		813,384
Expenses reduced and reimbursed by the Advisor		(12,570	)
TOTAL NET EXPENSES		800,814
NET INVESTMENT INCOME (LOSS)		(47,190	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		13,511,030
Net realized gains (losses) on futures contracts		(12,472	)
Net realized gains (losses) on swap agreements		(4,159,061	)
Change in net unrealized appreciation/depreciation on investment securities		(21,751,741	)
Change in net unrealized appreciation/depreciation on futures contracts		(60,114	)
Change in net unrealized appreciation/depreciation on swap agreements		106,688
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(12,365,670	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(12,412,860	)

See accompanying notes to financial statements.

52 :: ProFund VP Bull :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(47,190	)	$	(483,975	)
Net realized gains (losses) on investments		9,339,497			6,139,270
Change in net unrealized appreciation/depreciation on investments		(21,705,167	)		10,803,948
Change in net assets resulting from operations		(12,412,860	)		16,459,243
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(5,485,715	)		(4,701,790	)
Change in net assets resulting from distributions		(5,485,715	)		(4,701,790	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		400,592,292			283,899,315
Distributions reinvested		5,485,715			4,701,790
Value of shares redeemed		(410,109,918	)		(300,862,764	)
Change in net assets resulting from capital transactions		(4,031,911	)		(12,261,659	)
Change in net assets		(21,930,486	)		(504,206	)
NET ASSETS:
Beginning of period		65,539,814			66,044,020
End of period	$	43,609,328		$	65,539,814
SHARE TRANSACTIONS:
Issued		7,707,265			4,348,636
Reinvested		107,563			78,246
Redeemed		(7,851,294	)		(4,606,790	)
Change in shares		(36,466	)		(179,908	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Bull :: 53

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	70.29		$	59.38		$	53.62		$	42.46		$	50.65
Investment Activities:
Net investment income (loss)(a)		(0.05	)		(0.42	)		(0.23	)		0.16			0.11
Net realized and unrealized gains (losses) on investments		(13.46	)		15.37			8.70			11.98			(2.71	)
Total income (loss) from investment activities		(13.51	)		14.95			8.47			12.14			(2.60	)
Distributions to Shareholders From:
Net investment income		—			—			(0.05	)		(0.13	)		—
Net realized gains on investments		(8.11	)		(4.04	)		(2.66	)		(0.85	)		(5.59	)
Total distributions		(8.11	)		(4.04	)		(2.71	)		(0.98	)		(5.59	)
Net Asset Value, End of Period	$	48.67		$	70.29		$	59.38		$	53.62		$	42.46
Total Return(b)		(19.74	)%		26.33	%		16.03	%		28.88	%		(6.15	)%(c)
Ratios to Average Net Assets:
Gross expenses(b)		1.71	%		1.65	%		1.72	%		1.70	%		1.69	%
Net expenses(b)		1.68	%		1.65	%		1.69	%(d)		1.70	%(d)		1.62	%(c)
Net investment income (loss)(b)		(0.10	)%		(0.66	)%		(0.44	)%		0.32	%		0.23	%(c)
Supplemental Data:
Net assets, end of period (000’s)	$	43,609		$	65,540		$	66,044		$	65,972		$	58,926
Portfolio turnover rate(e)		199	%		49	%		4	%		56	%		8	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	During 2018, the Fund received a non-recurring reimbursement from a third party relating to expenses that were incurred in a prior year. Had this reimbursement not occurred, the net expense ratio and net investment income (loss) ratio would have been 1.68% and 0.17%, respectively, and the total return would have been (6.22)%.
(d)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.
(e)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

54 :: ProFund VP Consumer Goods :: Management Discussion of Fund Performance

ProFund VP Consumer Goods seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Consumer Goods^SM Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -24.70%. For the same period, the Index had a return of -23.42%¹ and a volatility of 24.76%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of consumer goods sector of the U.S. equity market. Component companies include, among others, automobiles and auto parts and tires, brewers and distillers, farming and fishing, durable and non-durable household product manufacturers, cosmetic companies, food and tobacco products, clothing accessories, and footwear.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Consumer Goods from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Consumer Goods		-24.70	%		4.95	%		8.38	%
Dow Jones U.S. Consumer GoodsSM Index		-23.42	%		6.73	%		10.23	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Consumer Goods		1.69	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		98	%
Swap Agreements		1	%
Total Exposure		99	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
The Procter & Gamble Co.		11.9	%
Tesla, Inc.		10.9	%
PepsiCo, Inc.		8.2	%
The Coca-Cola Co.		8.2	%
Philip Morris International, Inc.		5.2	%

Dow Jones U.S. Consumer Goods^SM Index – Composition

	% of Index
Food, Beverage & Tobacco		44	%
Household & Personal Products		19	%
Automobiles & Components		17	%
Consumer Durables & Apparel		14	%
Media & Entertainment		4	%
Retailing		1	%
Food & Staples Retailing		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Consumer Goods :: 55

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (98.2%)

	Shares		Value
Activision Blizzard, Inc. (Entertainment)		2,699	$	206,609
Altria Group, Inc. (Tobacco)		6,792		310,462
Aptiv PLC* (Auto Components)		1,027		95,645
Archer-Daniels-Midland Co. (Food Products)		2,082		193,313
Autoliv, Inc. (Auto Components)		295		22,591
BorgWarner, Inc. (Auto Components)		887		35,702
Brown-Forman Corp.—Class B (Beverages)		693		45,516
Brunswick Corp. (Leisure Products)		275		19,822
Bunge, Ltd. (Food Products)		568		56,669
Campbell Soup Co. (Food Products)		761		43,187
Capri Holdings, Ltd.* (Textiles, Apparel & Luxury Goods)		488		27,972
Carter’s, Inc. (Textiles, Apparel & Luxury Goods)		145		10,818
Celsius Holdings, Inc.* (Beverages)		153		15,918
Church & Dwight Co., Inc. (Household Products)		924		74,484
Colgate-Palmolive Co. (Household Products)		3,165		249,370
Columbia Sportswear Co. (Textiles, Apparel & Luxury Goods)		134		11,736
Conagra Brands, Inc. (Food Products)		1,816		70,279
Constellation Brands, Inc.—Class A (Beverages)		615		142,526
Coty, Inc.*—Class A (Personal Products)		1,385		11,856
Crocs, Inc.* (Textiles, Apparel & Luxury Goods)		234		25,373
D.R. Horton, Inc. (Household Durables)		1,186		105,721
Darling Ingredients, Inc.* (Food Products)		607		37,992
Deckers Outdoor Corp.* (Textiles, Apparel & Luxury Goods)		100		39,916
Electronic Arts, Inc. (Entertainment)		994		121,447
Flowers Foods, Inc. (Food Products)		728		20,923
Ford Motor Co. (Automobiles)		14,969		174,089
Fox Factory Holding Corp.* (Auto Components)		160		14,597
General Mills, Inc. (Food Products)		2,250		188,663
General Motors Co. (Automobiles)		5,385		181,152
Gentex Corp. (Auto Components)		889		24,243
Genuine Parts Co. (Distributors)		534		92,654
Hanesbrands, Inc. (Textiles, Apparel & Luxury Goods)		1,323		8,414
Harley-Davidson, Inc. (Automobiles)		504		20,966
Hasbro, Inc. (Leisure Products)		492		30,017
Helen of Troy, Ltd.* (Household Durables)		91		10,093
Hormel Foods Corp. (Food Products)		1,097		49,968
Ingredion, Inc. (Food Products)		248		24,287
Kellogg Co. (Food Products)		970		69,103
Keurig Dr Pepper, Inc. (Beverages)		3,221		114,861
Kimberly-Clark Corp. (Household Products)		1,279		173,624
Lamb Weston Holding, Inc. (Food Products)		545		48,701
Lancaster Colony Corp. (Food Products)		75		14,798
Lear Corp. (Auto Components)		224		27,780
Leggett & Platt, Inc. (Household Durables)		502		16,179
Lennar Corp.—Class A (Household Durables)		966		87,423
Lennar Corp.—Class B (Household Durables)		55		4,113
Levi Strauss & Co. (Textiles, Apparel & Luxury Goods)		367		5,696
Lucid Group, Inc.*(a) (Automobiles)		2,229		15,224
Lululemon Athletica, Inc.* (Textiles, Apparel & Luxury Goods)		440		140,967
Mattel, Inc.* (Leisure Products)		1,343		23,959
McCormick & Co., Inc. (Food Products)		950		78,746
Mohawk Industries, Inc.* (Household Durables)		200		20,444
Molson Coors Beverage Co.—Class B (Beverages)		713		36,734
Mondelez International, Inc.—Class A (Food Products)		5,176		344,979
Monster Beverage Corp.* (Beverages)		1,444		146,609
National Beverage Corp.* (Beverages)		88		4,095
Newell Brands, Inc. (Household Durables)		1,426		18,652
NIKE, Inc.—Class B (Textiles, Apparel & Luxury Goods)		4,774		558,605
NVR, Inc.* (Household Durables)		11		50,738
Olaplex Holdings, Inc.* (Personal Products)		320		1,667
Peloton Interactive, Inc.*—Class A (Leisure Products)		1,188		9,433
PepsiCo, Inc. (Beverages)		5,222		943,406
Performance Food Group Co.* (Food & Staples Retailing)		590		34,450
Philip Morris International, Inc. (Tobacco)		5,875		594,609
Pilgrim’s Pride Corp.* (Food Products)		170		4,034
Playtika Holding Corp.* (Entertainment)		342		2,910
Polaris, Inc. (Leisure Products)		206		20,806
Pool Corp. (Distributors)		148		44,745
Post Holdings, Inc.* (Food Products)		206		18,594
PulteGroup, Inc. (Household Durables)		863		39,292
PVH Corp. (Textiles, Apparel & Luxury Goods)		247		17,436
QuantumScape Corp.*(a) (Auto Components)		1,054		5,976
Ralph Lauren Corp. (Textiles, Apparel & Luxury Goods)		156		16,485
Reynolds Consumer Products, Inc. (Household Products)		207		6,206
Rivian Automotive, Inc.*—Class A (Automobiles)		2,076		38,261
ROBLOX Corp.*—Class A (Entertainment)		1,374		39,104
Seaboard Corp. (Food Products)		1		3,775
Skechers U.S.A., Inc.*—Class A (Textiles, Apparel & Luxury Goods)		509		21,353
Stanley Black & Decker, Inc. (Machinery)		561		42,142
Take-Two Interactive Software, Inc.* (Entertainment)		598		62,270
Tapestry, Inc. (Textiles, Apparel & Luxury Goods)		913		34,767
Tempur Sealy International, Inc. (Household Durables)		648		22,246
Tesla, Inc.* (Automobiles)		10,173		1,253,111
The Boston Beer Co., Inc.*—Class A (Beverages)		36		11,863
The Clorox Co. (Household Products)		468		65,674
The Coca-Cola Co. (Beverages)		14,751		938,311
The Estee Lauder Cos., Inc. (Personal Products)		877		217,592
The Hershey Co. (Food Products)		557		128,984
The JM Smucker Co.—Class A (Food Products)		404		64,018
The Kraft Heinz Co. (Food Products)		3,018		122,863
The Procter & Gamble Co. (Household Products)		8,981		1,361,161
Thor Industries, Inc. (Automobiles)		203		15,324
Toll Brothers, Inc. (Household Durables)		399		19,918
TopBuild Corp.* (Household Durables)		121		18,935
Topgolf Callaway Brands Corp.* (Leisure Products)		525		10,369

See accompanying notes to financial statements.

56 :: ProFund VP Consumer Goods :: Financial Statements

Common Stocks, continued

	Shares		Value
Tyson Foods, Inc.—Class A (Food Products)		1,098	$	68,351
Under Armour, Inc.*—Class A (Textiles, Apparel & Luxury Goods)		715		7,264
Under Armour, Inc.*—Class C (Textiles, Apparel & Luxury Goods)		747		6,663
US Foods Holding Corp.* (Food & Staples Retailing)		776		26,400
VF Corp. (Textiles, Apparel & Luxury Goods)		1,252		34,568
Whirlpool Corp. (Household Durables)		206		29,141
YETI Holdings, Inc.* (Leisure Products)		327		13,508
TOTAL COMMON STOCKS (Cost $3,087,098)				11,255,005

Repurchase Agreements^(b) (1.1%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $122,056	$	122,000	$	122,000
TOTAL REPURCHASE AGREEMENTS (Cost $122,000)				122,000

Collateral for Securities Loaned^(c) (0.2%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(d)		21,575	$	21,575
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $21,575)				21,575
TOTAL INVESTMENT SECURITIES (Cost $3,230,673)—99.5%				11,398,580
Net other assets (liabilities)—0.5%				61,668
NET ASSETS—100.0%			$	11,460,248

*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $20,724.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Consumer Goods Index	Goldman Sachs International	1/23/23		4.93	%	$	118,001	$	(1,081	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Consumer Goods invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Auto Components	$	226,534		2.0	%
Automobiles		1,698,127		14.8	%
Beverages		2,399,839		21.0	%
Distributors		137,399		1.2	%
Entertainment		432,340		3.8	%
Food & Staples Retailing		60,850		0.5	%
Food Products		1,652,227		14.4	%
Household Durables		442,895		3.9	%
Household Products		1,930,519		16.8	%
Leisure Products		127,914		1.1	%
Machinery		42,142		0.4	%
Personal Products		231,115		2.0	%
Textiles, Apparel & Luxury Goods		968,033		8.4	%
Tobacco		905,071		7.9	%
Other**		205,243		1.8	%
Total	$	11,460,248		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Consumer Goods :: 57

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	3,230,673
Securities, at value(a)		11,276,580
Repurchase agreements, at value		122,000
Total Investment Securities, at value		11,398,580
Cash		559
Dividends and interest receivable		26,658
Receivable for capital shares issued		16,335
Receivable for investments sold		452,837
Prepaid expenses		48
TOTAL ASSETS		11,895,017
LIABILITIES:
Payable for collateral for securities loaned		21,575
Payable for capital shares redeemed		378,480
Unrealized depreciation on swap agreements		1,081
Advisory fees payable		7,443
Management services fees payable		992
Administration fees payable		1,142
Administrative services fees payable		4,372
Distribution fees payable		4,871
Transfer agency fees payable		1,954
Fund accounting fees payable		675
Compliance services fees payable		92
Other accrued expenses		12,092
TOTAL LIABILITIES		434,769
NET ASSETS	$	11,460,248
NET ASSETS CONSIST OF:
Capital	$	2,629,969
Total distributable earnings (loss)		8,830,279
NET ASSETS	$	11,460,248
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		228,189
Net Asset Value (offering and redemption price per share)	$	50.22

^(a) Includes securities on loan valued at: $ 20,724

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	276,257
Interest		4,877
Net income from securities lending		2,476
TOTAL INVESTMENT INCOME		283,610
EXPENSES:
Advisory fees		116,197
Management services fees		15,493
Administration fees		14,760
Transfer agency fees		12,670
Administrative services fees		39,192
Distribution fees		38,732
Custody fees		2,818
Fund accounting fees		8,563
Trustee fees		263
Compliance services fees		92
Other fees		18,627
Total Gross Expenses before reductions		267,407
Expenses reduced and reimbursed by the Advisor		(7,126	)
TOTAL NET EXPENSES		260,281
NET INVESTMENT INCOME (LOSS)		23,329
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		2,061,319
Net realized gains (losses) on swap agreements		(94,501	)
Change in net unrealized appreciation/depreciation on investment securities		(6,706,182	)
Change in net unrealized appreciation/depreciation on swap agreements		(5,285	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(4,744,649	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(4,721,320	)

See accompanying notes to financial statements.

58 :: ProFund VP Consumer Goods :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	23,329		$	6,726
Net realized gains (losses) on investments		1,966,818			478,722
Change in net unrealized appreciation/depreciation on investments		(6,711,467	)		3,449,771
Change in net assets resulting from operations		(4,721,320	)		3,935,219
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(536,211	)		(1,063,035	)
Change in net assets resulting from distributions		(536,211	)		(1,063,035	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		26,061,013			28,285,552
Distributions reinvested		536,211			1,063,035
Value of shares redeemed		(36,255,836	)		(24,217,241	)
Change in net assets resulting from capital transactions		(9,658,612	)		5,131,346
Change in net assets		(14,916,143	)		8,003,530
NET ASSETS:
Beginning of period		26,376,391			18,372,861
End of period	$	11,460,248		$	26,376,391
SHARE TRANSACTIONS:
Issued		447,064			443,795
Reinvested		9,728			18,134
Redeemed		(608,397	)		(377,573	)
Change in shares		(151,605	)		84,356

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Consumer Goods :: 59

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	69.45		$	62.19		$	48.21		$	46.16		$	66.23
Investment Activities:
Net investment income (loss)(a)		0.09			0.02			0.25			0.49			0.70
Net realized and unrealized gains (losses) on investments		(17.04	)		11.42			14.61			10.83			(9.43	)
Total income (loss) from investment activities		(16.95	)		11.44			14.86			11.32			(8.73	)
Distributions to Shareholders From:
Net investment income		(0.03	)		(0.27	)		(0.38	)		(0.80	)		(0.74	)
Net realized gains on investments		(2.25	)		(3.91	)		(0.50	)		(8.47	)		(10.60	)
Total distributions		(2.28	)		(4.18	)		(0.88	)		(9.27	)		(11.34	)
Net Asset Value, End of Period	$	50.22		$	69.45		$	62.19		$	48.21		$	46.16
Total Return(b)		(24.70	)%		19.65	%		31.05	%		26.56	%		(14.80	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.73	%		1.69	%		1.75	%		1.73	%		1.72	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		0.15	%		0.03	%		0.50	%		1.01	%		1.23	%
Supplemental Data:
Net assets, end of period (000’s)	$	11,460		$	26,376		$	18,373		$	12,137		$	8,989
Portfolio turnover rate(c)		88	%		65	%		141	%		71	%		41	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

60 :: ProFund VP Consumer Services :: Management Discussion of Fund Performance

ProFund VP Consumer Services (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Consumer Services^SM Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -31.53%. For the same period, the Index had a return of -30.27%¹ and a volatility of 29.83%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of consumer services sector of the U.S. equity market. Component companies include, among others, airlines, broadcasting and entertainment, apparel and broadline retailers, food and drug retailers, media agencies, publishing, gambling, hotels, restaurants and bars, and travel and tourism.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Consumer Services from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Consumer Services		-31.53	%		3.97	%		9.45	%
Dow Jones U.S. Consumer ServicesSM Index		-30.27	%		5.60	%		11.26	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Consumer Services		1.68	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		98	%
Swap Agreements		1	%
Total Exposure		99	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Amazon.com, Inc.		18.3	%
The Home Depot, Inc.		7.9	%
Costco Wholesale Corp.		5.0	%
Walmart, Inc.		4.9	%
McDonald’s Corp.		4.7	%

Dow Jones U.S. Consumer Services^SM Index – Composition

	% of Index
Retailing		45	%
Consumer Services		20	%
Media & Entertainment		17	%
Food & Staples Retailing		13	%
Transportation		3	%
Health Care Equipment & Services		1	%
Commercial & Professional Services		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Consumer Services :: 61

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (98.4%)

	Shares		Value
ADT, Inc. (Diversified Consumer Services)		815	$	7,392
Advance Auto Parts, Inc. (Specialty Retail)		228		33,523
Airbnb, Inc.*—Class A (Hotels, Restaurants & Leisure)		1,513		129,362
Alaska Air Group, Inc.* (Airlines)		482		20,697
Albertsons Cos., Inc.—Class A (Food & Staples Retailing)		610		12,651
Altice USA, Inc.* (Media)		815		3,749
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		33,714		2,831,976
AMC Entertainment Holdings, Inc.*(a) (Entertainment)		1,963		7,989
American Airlines Group, Inc.* (Airlines)		2,469		31,406
AmerisourceBergen Corp. (Health Care Providers & Services)		615		101,911
Aramark (Hotels, Restaurants & Leisure)		978		40,431
AutoNation, Inc.* (Specialty Retail)		130		13,949
AutoZone, Inc.* (Specialty Retail)		72		177,565
Avis Budget Group, Inc.* (Road & Rail)		95		15,573
Bath & Body Works, Inc. (Specialty Retail)		868		36,578
Best Buy Co., Inc. (Specialty Retail)		761		61,040
BJ’s Wholesale Club Holdings, Inc.* (Food & Staples Retailing)		513		33,940
Booking Holdings, Inc.* (Hotels, Restaurants & Leisure)		147		296,246
Boyd Gaming Corp. (Hotels, Restaurants & Leisure)		301		16,414
Bright Horizons Family Solutions, Inc.* (Diversified Consumer Services)		219		13,819
Burlington Stores, Inc.* (Specialty Retail)		249		50,487
Cable One, Inc. (Media)		18		12,813
Caesars Entertainment, Inc.* (Hotels, Restaurants & Leisure)		815		33,904
Cardinal Health, Inc. (Health Care Providers & Services)		996		76,563
CarMax, Inc.* (Specialty Retail)		600		36,534
Carnival Corp.*—Class A (Hotels, Restaurants & Leisure)		3,804		30,660
Carvana Co.*(a) (Specialty Retail)		378		1,792
Casey’s General Stores, Inc. (Food & Staples Retailing)		142		31,858
Charter Communications, Inc.*—Class A (Media)		408		138,353
Chegg, Inc.* (Diversified Consumer Services)		477		12,054
Chipotle Mexican Grill, Inc.* (Hotels, Restaurants & Leisure)		105		145,686
Choice Hotels International, Inc. (Hotels, Restaurants & Leisure)		105		11,827
Churchill Downs, Inc. (Hotels, Restaurants & Leisure)		125		26,429
Comcast Corp.—Class A (Media)		16,385		572,982
Copart, Inc.* (Commercial Services & Supplies)		1,628		99,129
Costco Wholesale Corp. (Food & Staples Retailing)		1,681		767,377
Darden Restaurants, Inc. (Hotels, Restaurants & Leisure)		465		64,323
Delta Air Lines, Inc.* (Airlines)		2,436		80,046
Dick’s Sporting Goods, Inc. (Specialty Retail)		211		25,381
DISH Network Corp.*—Class A (Media)		955		13,408
Dollar General Corp. (Multiline Retail)		857		211,036
Dollar Tree, Inc.* (Multiline Retail)		800		113,152
Domino’s Pizza, Inc. (Hotels, Restaurants & Leisure)		134		46,418
DraftKings, Inc.* (Hotels, Restaurants & Leisure)		1,705		19,420
Dutch Bros, Inc.*(a)—Class A (Hotels, Restaurants & Leisure)		112		3,157
Endeavor Group Holdings, Inc.*—Class A (Entertainment)		660		14,876
Expedia Group, Inc.* (Hotels, Restaurants & Leisure)		572		50,107
Five Below, Inc.* (Specialty Retail)		211		37,320
Floor & Decor Holdings, Inc.* (Specialty Retail)		403		28,061
Foot Locker, Inc. (Specialty Retail)		301		11,375
Fox Corp.—Class A (Media)		1,149		34,895
Fox Corp.—Class B (Media)		529		15,050
GameStop Corp.*(a)—Class A (Specialty Retail)		960		17,722
Grand Canyon Education, Inc.* (Diversified Consumer Services)		117		12,362
H&R Block, Inc. (Diversified Consumer Services)		591		21,577
Hilton Worldwide Holdings, Inc. (Hotels, Restaurants & Leisure)		1,028		129,898
Hyatt Hotels Corp.*—Class A (Hotels, Restaurants & Leisure)		183		16,552
IAA, Inc.* (Commercial Services & Supplies)		508		20,320
JetBlue Airways Corp.* (Airlines)		1,230		7,970
Joby Aviation, Inc.*(a) (Airlines)		1,110		3,719
Kohl’s Corp. (Multiline Retail)		443		11,186
Las Vegas Sands Corp.* (Hotels, Restaurants & Leisure)		1,248		59,991
Liberty Broadband Corp.*—Class A (Media)		62		4,703
Liberty Broadband Corp.*—Class C (Media)		455		34,703
Liberty Media Corp-Liberty Braves*—Class A (Entertainment)		39		1,274
Liberty Media Corp-Liberty Braves*—Class C (Entertainment)		141		4,544
Liberty Media Corp-Liberty Formula One*— Class A (Entertainment)		91		4,862
Liberty Media Corp-Liberty Formula One*— Class C (Entertainment)		784		46,868
Liberty Media Corp-Liberty SiriusXM*— Class A (Media)		283		11,125
Liberty Media Corp-Liberty SiriusXM*— Class C (Media)		581		22,735
Light & Wonder, Inc.* (Hotels, Restaurants & Leisure)		356		20,862
Lithia Motors, Inc. (Specialty Retail)		104		21,293
Live Nation Entertainment, Inc.* (Entertainment)		543		37,869
LKQ Corp. (Distributors)		964		51,487
Lowe’s Cos., Inc. (Specialty Retail)		2,358		469,807
Lyft, Inc.* (Road & Rail)		1,191		13,125
Marriott International, Inc.—Class A (Hotels, Restaurants & Leisure)		1,023		152,295
Marriott Vacations Worldwide Corp. (Hotels, Restaurants & Leisure)		146		19,650

See accompanying notes to financial statements.

62 :: ProFund VP Consumer Services :: Financial Statements

Common Stocks, continued

	Shares		Value
McDonald’s Corp. (Hotels, Restaurants & Leisure)		2,782	$	733,140
MGM Resorts International (Hotels, Restaurants & Leisure)		1,211		40,605
Murphy USA, Inc. (Specialty Retail)		79		22,084
Netflix, Inc.* (Entertainment)		1,690		498,347
News Corp.—Class A (Media)		1,452		26,426
News Corp.—Class B (Media)		448		8,261
Nexstar Media Group, Inc. (Media)		143		25,029
Norwegian Cruise Line Holdings, Ltd.* (Hotels, Restaurants & Leisure)		1,601		19,596
Ollie’s Bargain Outlet Holdings, Inc.* (Multiline Retail)		221		10,352
Omnicom Group, Inc. (Media)		775		63,217
O’Reilly Automotive, Inc.* (Specialty Retail)		238		200,879
Paramount Global—Class A (Media)		34		667
Paramount Global—Class B (Media)		1,918		32,376
Penn Entertainment, Inc.* (Hotels, Restaurants & Leisure)		589		17,493
Penske Automotive Group, Inc. (Specialty Retail)		95		10,918
Petco Health & Wellness Co., Inc.* (Specialty Retail)		303		2,872
Pinterest, Inc.*—Class A (Interactive Media & Services)		2,232		54,193
Planet Fitness, Inc.* (Hotels, Restaurants & Leisure)		317		24,980
RH* (Specialty Retail)		73		19,505
Roku, Inc.* (Entertainment)		463		18,844
Rollins, Inc. (Commercial Services & Supplies)		879		32,119
Ross Stores, Inc. (Specialty Retail)		1,318		152,980
Royal Caribbean Cruises, Ltd.* (Hotels, Restaurants & Leisure)		834		41,225
Service Corp. International (Diversified Consumer Services)		584		40,378
Sirius XM Holdings, Inc.(a) (Media)		2,659		15,529
Southwest Airlines Co.* (Airlines)		2,255		75,926
Sprouts Farmers Market, Inc.* (Food & Staples Retailing)		402		13,013
Starbucks Corp. (Hotels, Restaurants & Leisure)		4,361		432,611
Sysco Corp. (Food & Staples Retailing)		1,925		147,166
Target Corp. (Multiline Retail)		1,748		260,522
TEGNA, Inc. (Media)		848		17,969
Texas Roadhouse, Inc. (Hotels, Restaurants & Leisure)		254		23,101
The Gap, Inc. (Specialty Retail)		801		9,035
The Home Depot, Inc. (Specialty Retail)		3,889		1,228,379
The Interpublic Group of Cos., Inc. (Media)		1,476		49,166
The Kroger Co. (Food & Staples Retailing)		2,474		110,291
The Madison Square Garden Sports Corp.— Class A (Entertainment)		69		12,650
The New York Times Co.—Class A (Media)		625		20,288
The TJX Cos., Inc. (Specialty Retail)		4,410		351,035
The Walt Disney Co.* (Entertainment)		6,925		601,645
The Wendy’s Co. (Hotels, Restaurants & Leisure)		647		14,642
Tractor Supply Co. (Specialty Retail)		420		94,487
Trade Desk, Inc. (The)*—Class A (Software)		1,691		75,808
Uber Technologies, Inc.* (Road & Rail)		7,576		187,355
U-Haul Holding Co. (Road & Rail)		37		2,227
U-Haul Holding Co. (Road & Rail)		335		18,418
Ulta Beauty, Inc.* (Specialty Retail)		195		91,469
United Airlines Holdings, Inc.* (Airlines)		1,241		46,786
Vail Resorts, Inc. (Hotels, Restaurants & Leisure)		153		36,468
Victoria’s Secret & Co.* (Specialty Retail)		309		11,056
Walgreens Boots Alliance, Inc. (Food & Staples Retailing)		2,727		101,881
Walmart, Inc. (Food & Staples Retailing)		5,361		760,136
Warner Bros Discovery, Inc.* (Entertainment)		8,394		79,575
Warner Music Group Corp.—Class A (Entertainment)		443		15,514
Wayfair, Inc.*—Class A (Internet & Direct Marketing Retail)		294		9,670
Williams-Sonoma, Inc. (Specialty Retail)		253		29,075
World Wrestling Entertainment, Inc.—Class A (Entertainment)		164		11,237
Wyndham Hotels & Resorts, Inc. (Hotels, Restaurants & Leisure)		336		23,960
Wynn Resorts, Ltd.* (Hotels, Restaurants & Leisure)		392		32,328
Yum! Brands, Inc. (Hotels, Restaurants & Leisure)		1,070		137,046
ZoomInfo Technologies, Inc.*—Class A (Interactive Media & Services)		1,027		30,923
TOTAL COMMON STOCKS (Cost $8,816,374)				15,196,056
Collateral for Securities Loaned(b) (0.3%)
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(c)		50,306		50,306
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $50,306)				50,306
TOTAL INVESTMENT SECURITIES (Cost $8,866,680)—98.7%				15,246,362
Net other assets (liabilities)—1.3%				208,008
NET ASSETS—100.0%			$	15,454,370

*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $49,540.
(b)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(c)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Consumer Services :: 63

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Consumer Services Index	Goldman Sachs International	1/23/23		4.93	%	$	146,286	$	(4,516	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Consumer Services invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Airlines	$	266,550		1.7	%
Commercial Services & Supplies		151,568		1.0	%
Distributors		51,487		0.3	%
Diversified Consumer Services		107,582		0.7	%
Entertainment		1,356,094		8.7	%
Food & Staples Retailing		1,978,313		12.8	%
Health Care Providers & Services		178,474		1.2	%
Hotels, Restaurants & Leisure		2,890,827		18.7	%
Interactive Media & Services		85,116		0.6	%
Internet & Direct Marketing Retail		2,841,646		18.4	%
Media		1,123,444		7.3	%
Multiline Retail		606,248		3.9	%
Road & Rail		236,698		1.5	%
Software		75,808		0.5	%
Specialty Retail		3,246,201		21.1	%
Other**		258,314		1.6	%
Total	$	15,454,370		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

64 :: ProFund VP Consumer Services :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	8,866,680
Securities, at value(a)		15,246,362
Total Investment Securities, at value		15,246,362
Segregated cash balances for swap agreements with custodian		270,000
Dividends receivable		11,735
Receivable for capital shares issued		133,442
Prepaid expenses		68
TOTAL ASSETS		15,661,607
LIABILITIES:
Cash overdraft		23,773
Payable for collateral for securities loaned		50,306
Payable for capital shares redeemed		79,289
Unrealized depreciation on swap agreements		4,516
Advisory fees payable		10,431
Management services fees payable		1,391
Administration fees payable		1,481
Administrative services fees payable		8,202
Distribution fees payable		8,647
Transfer agency fees payable		2,629
Fund accounting fees payable		877
Compliance services fees payable		120
Other accrued expenses		15,575
TOTAL LIABILITIES		207,237
NET ASSETS	$	15,454,370
NET ASSETS CONSIST OF:
Capital	$	9,168,674
Total distributable earnings (loss)		6,285,696
NET ASSETS	$	15,454,370
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		295,058
Net Asset Value (offering and redemption price per share)	$	52.38

^(a) Includes securities on loan valued at: $ 49,540

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	193,118
Interest		1,947
Net income from securities lending		4,338
TOTAL INVESTMENT INCOME		199,403
EXPENSES:
Advisory fees		153,426
Management services fees		20,457
Administration fees		19,402
Transfer agency fees		16,753
Administrative services fees		52,296
Distribution fees		51,142
Custody fees		1,675
Fund accounting fees		11,325
Trustee fees		347
Compliance services fees		120
Other fees		23,666
Total Gross Expenses before reductions		350,609
Expenses reduced and reimbursed by the Advisor		(6,933	)
TOTAL NET EXPENSES		343,676
NET INVESTMENT INCOME (LOSS)		(144,273	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		1,226,147
Net realized gains (losses) on swap agreements		(98,233	)
Change in net unrealized appreciation/depreciation on investment securities		(9,626,156	)
Change in net unrealized appreciation/depreciation on swap agreements		(6,547	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(8,504,789	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(8,649,062	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Consumer Services :: 65

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(144,273	)	$	(312,451	)
Net realized gains (losses) on investments		1,127,914			593,562
Change in net unrealized appreciation/depreciation on investments		(9,632,703	)		2,796,562
Change in net assets resulting from operations		(8,649,062	)		3,077,673
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(200,611	)		(2,445,589	)
Change in net assets resulting from distributions		(200,611	)		(2,445,589	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		11,309,582			16,484,139
Distributions reinvested		200,611			2,445,589
Value of shares redeemed		(18,090,599	)		(20,612,082	)
Change in net assets resulting from capital transactions		(6,580,406	)		(1,682,354	)
Change in net assets		(15,430,079	)		(1,050,270	)
NET ASSETS:
Beginning of period		30,884,449			31,934,719
End of period	$	15,454,370		$	30,884,449
SHARE TRANSACTIONS:
Issued		187,135			211,808
Reinvested		3,559			33,835
Redeemed		(294,841	)		(265,804	)
Change in shares		(104,147	)		(20,161	)

See accompanying notes to financial statements.

66 :: ProFund VP Consumer Services :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	77.36		$	76.15		$	82.97		$	69.55		$	72.88
Investment Activities:
Net investment income (loss)(a)		(0.43	)		(0.76	)		(0.56	)		(0.40	)		(0.29	)
Net realized and unrealized gains (losses) on investments		(23.92	)		8.12			22.85			17.30			1.12
Total income (loss) from investment activities		(24.35	)		7.36			22.29			16.90			0.83
Distributions to Shareholders From:
Net realized gains on investments		(0.63	)		(6.15	)		(29.11	)		(3.48	)		(4.16	)
Net Asset Value, End of Period	$	52.38		$	77.36		$	76.15		$	82.97		$	69.55
Total Return(b)		(31.53	)%		10.23	%		28.34	%		24.64	%		0.62	%(c)
Ratios to Average Net Assets:
Gross expenses(b)		1.72	%		1.68	%		1.75	%		1.72	%		1.73	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.71	%(d)		1.65	%(c)
Net investment income (loss)(b)		(0.71	)%		(0.99	)%		(0.72	)%		(0.50	)%		(0.38	)%(c)
Supplemental Data:
Net assets, end of period (000’s)	$	15,454		$	30,884		$	31,935		$	26,846		$	25,222
Portfolio turnover rate(e)		19	%		39	%		116	%		182	%		82	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	During 2018, the Fund received a non-recurring reimbursement from a third party relating to expenses that were incurred in a prior year. Had this reimbursement not occurred, the net expense ratio and net investment income (loss) ratio would have been 1.67% and (0.40)%, respectively, and the total return would have been 0.60%.
(d)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.
(e)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Dow 30 :: 67

ProFund VP Dow 30 (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones Industrial Average^® (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -8.85%. For the same period, the Index had a total return of -6.86%¹ and a volatility of 19.82%. For the year, the Fund achieved an average daily statistical correlation of 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is a price-weighted index. The Index includes 30 large-cap, “blue-chip” U.S. stocks, excluding utility and transportation companies. Components are selected through a discretionary process with no pre-determined criteria except that components should be established U.S. companies that are leaders in their industries, have an excellent reputation, demonstrate sustained growth, are of interest to a large number of investors, and accurately represents the sectors covered by the average. The Index is not limited to traditionally defined industrial stocks. Instead, the Index serves as a measure of the entire U.S. market, covering such diverse industries as financial services, technology, retail, entertainment, and consumer goods. Composition changes are rare, and generally occur only after corporate acquisitions or other dramatic shifts in a component’s core business. When such an event necessitates that one component be replaced, the entire Index is reviewed.

During the year ended December 31, 2022, the Fund invested in swap agreements as a substitute for investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

*      The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Dow 30 from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Dow 30		-8.85	%		5.72	%		9.07	%
Dow Jones Industrial Average®		-6.86	%		8.38	%		12.30	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Dow 30		1.47	%		1.47	%

**   Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		100	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Dow 30 primarily invests in nonequity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Dow Jones Industrial Average^® – Composition

	% of Index
Health Care		21	%
Information Technology		18	%
Financials		16	%
Industrials		15	%
Consumer Discretionary		14	%
Consumer Staples		8	%
Energy		4	%
Communication Services		3	%
Materials		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

68 :: ProFund VP Dow 30 :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a)(b) (100.3%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $270,125	$	270,000	$	270,000
TOTAL REPURCHASE AGREEMENTS (Cost $270,000)				270,000
TOTAL INVESTMENT SECURITIES (Cost $270,000)—100.3%				270,000
Net other assets (liabilities)—(0.3)%				(937	)
NET ASSETS—100.0%			$	269,063

(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $191,000.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones Industrial Average	Goldman Sachs International	1/27/23		4.93	%	$	212,020	$	(696	)
Dow Jones Industrial Average	UBS AG	1/27/23		4.83	%		57,030		(185	)
						$	269,050	$	(881	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Dow 30 :: 69

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	270,000
Repurchase agreements, at value		270,000
Total Investment Securities, at value		270,000
Cash		578
Interest receivable		63
Prepaid expenses		1
TOTAL ASSETS		270,642
LIABILITIES:
Payable for capital shares redeemed		19
Unrealized depreciation on swap agreements		881
Advisory fees payable		174
Management services fees payable		23
Administration fees payable		23
Administrative services fees payable		88
Distribution fees payable		109
Transfer agency fees payable		43
Fund accounting fees payable		14
Compliance services fees payable		2
Other accrued expenses		203
TOTAL LIABILITIES		1,579
NET ASSETS	$	269,063
NET ASSETS CONSIST OF:
Capital	$	1,943,892
Total distributable earnings (loss)		(1,674,829	)
NET ASSETS	$	269,063
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		14,824
Net Asset Value (offering and redemption price per share)	$	18.15

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	4,176
EXPENSES:
Advisory fees		1,930
Management services fees		257
Administration fees		228
Transfer agency fees		217
Administrative services fees		329
Distribution fees		643
Custody fees		31
Fund accounting fees		140
Trustee fees		4
Compliance services fees		2
Other fees		266
TOTAL NET EXPENSES		4,047
NET INVESTMENT INCOME (LOSS)		129
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on swap agreements		(28,325	)
Change in net unrealized appreciation/depreciation on swap agreements		(1,081	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(29,406	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(29,277	)

See accompanying notes to financial statements.

70 :: ProFund VP Dow 30 :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	129		$	(6,679	)
Net realized gains (losses) on investments		(28,325	)		36,870
Change in net unrealized appreciation/depreciation on investments		(1,081	)		(6,186	)
Change in net assets resulting from operations		(29,277	)		24,005
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(44,674	)		(55,117	)
Change in net assets resulting from distributions		(44,674	)		(55,117	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		535,735			24,536,278
Distributions reinvested		44,674			26,861
Value of shares redeemed		(455,885	)		(24,698,466	)
Change in net assets resulting from capital transactions		124,524			(135,327	)
Change in net assets		50,573			(166,439	)
NET ASSETS:
Beginning of period		218,490			384,929
End of period	$	269,063		$	218,490
SHARE TRANSACTIONS:
Issued		22,700			1,048,587
Reinvested		2,524			1,208
Redeemed		(19,542	)		(1,057,199	)
Change in shares		5,682			(7,404	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Dow 30 :: 71

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	23.90		$	23.26		$	28.16		$	23.07		$	31.90
Investment Activities:
Net investment income (loss)(a)		0.01			(0.34	)		(0.31	)		0.15			0.05
Net realized and unrealized gains (losses) on investments		(2.22	)		4.18			2.05			4.97			(1.18	)
Total income (loss) from investment activities		(2.21	)		3.84			1.74			5.12			(1.13	)
Distributions to Shareholders From:
Net investment income		—			—			(0.13	)		(0.03	)		—
Net realized gains on investments		(3.54	)		(3.20	)		(6.51	)		—			(7.70	)
Total distributions		(3.54	)		(3.20	)		(6.64	)		(0.03	)		(7.70	)
Net Asset Value, End of Period	$	18.15		$	23.90		$	23.26		$	28.16		$	23.07
Total Return(b)		(8.85	)%		17.51	%		7.41	%		22.18	%		(6.03	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.57	%		1.47	%		1.58	%		1.47	%		1.49	%
Net expenses(b)		1.57	%		1.47	%		1.58	%		1.47	%		1.49	%
Net investment income (loss)(b)		0.05	%		(1.47	)%		(1.31	)%		0.56	%		0.16	%
Supplemental Data:
Net assets, end of period (000’s)	$	269		$	218		$	385		$	316		$	307
Portfolio turnover rate(c)		—			—			—			—			—

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

72 :: ProFund VP Emerging Markets :: Management Discussion of Fund Performance

ProFund VP Emerging Markets (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P Emerging 50 ADR Index (USD)¹ (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -16.19%. For the same period, the Index had a total return of -14.94%² and a volatility of 32.35%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to that of the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is a free-float adjusted, market capitalization-weighted index. The Index is designed to track the performance of a basket of companies who have their primary equity listing on a stock exchange of an emerging market country and who also have depositary receipts that trade on a U.S. exchange or on Nasdaq. As of December 31, 2022, the Index consists of companies from the following emerging market countries: Brazil, Chile, China, India, Indonesia, Mexico, South Africa, South Korea and Taiwan. The Index is expressed in U.S. dollar terms and as such should generally reflect the relative movement of the U.S. dollar against the basket of foreign currencies represented by the constituent companies in the Index.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*     The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Emerging Markets from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Emerging Markets		-16.19	%		-1.73	%		0.13	%
S&P Emerging 50 ADR Index (USD)		-14.94	%		-0.29	%		1.65	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Emerging Markets		1.69	%		1.68	%

**    Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		85	%
Swap Agreements		15	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Taiwan Semiconductor Manufacturing Co., Ltd.		16.5	%
Alibaba Group Holding, Ltd.		11.2	%
HDFC Bank, Ltd.		6.2	%
Infosys, Ltd.		4.3	%
Vale S.A.		4.2	%

S&P Emerging 50 ADR Index (USD) – Composition

Industry Breakdown	% of Index
Information Technology		27	%
Consumer Discretionary		25	%
Financials		18	%
Materials		11	%
Communication Services		8	%
Energy		3	%
Consumer Staples		2	%
Industrials		2	%
Health Care		2	%
Utilities		1	%
Real Estate		1	%

Country Composition
China	32	%
Taiwan	22	%
India	18	%
Brazil	14	%
Other	14	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	Prior to April 1, 2022, the S&P Emerging 50 ADR Index (USD) was known as the S&P/BNY Mellon Emerging 50 ADR Index (USD).
2	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
3	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Emerging Markets :: 73

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (84.0%)

	Shares		Value
Alibaba Group Holding, Ltd.*ADR (Internet & Direct Marketing Retail)		23,800	$	2,096,542
Ambev S.A.ADR (Beverages)		55,597		151,224
America Movil S.A.B. de C.V.ADR (Wireless Telecommunication Services)		12,045		219,219
AngloGold Ashanti, Ltd.ADR (Metals & Mining)		5,276		102,460
ASE Technology Holding Co., Ltd.ADR (Semiconductors & Semiconductor Equipment)		21,457		134,535
Baidu, Inc.*ADR (Interactive Media & Services)		3,475		397,471
Banco Bradesco S.A.ADR (Banks)		67,069		193,159
Banco de ChileADR (Banks)		2,738		57,005
Beigene, Ltd.*ADR(a) (Biotechnology)		824		181,231
Cemex S.A.B. de C.V.*ADR (Construction Materials)		19,084		77,290
Centrais Eletricas Brasileiras S.A.ADR(a) (Electric Utilities)		16,052		127,292
Chunghwa Telecom Co., Ltd.ADR (Diversified Telecommunication Services)		4,792		175,339
Companhia de Saneamento Basico do Estado de Sao PauloADR (Water Utilities)		4,308		45,923
Dr. Reddy’s Laboratories, Ltd.ADR (Pharmaceuticals)		1,532		79,281
Fomento Economico Mexicano S.A.B. de C.V.ADR (Beverages)		2,316		180,926
Gerdau S.A.ADR (Metals & Mining)		13,053		72,314
Gold Fields, Ltd.ADR (Metals & Mining)		11,237		116,304
Grupo Aeroportuario del Pacifico S.A.B. de C.V.ADR (Transportation Infrastructure)		457		65,721
Grupo Aeroportuario del Sureste S.A.B. de C.V.ADR (Transportation Infrastructure)		238		55,452
H World Group, Ltd.ADR (Hotels, Restaurants & Leisure)		1,785		75,720
HDFC Bank, Ltd.ADR (Banks)		16,928		1,158,044
ICICI Bank, Ltd.ADR (Banks)		32,521		711,885
Infosys, Ltd.ADR (IT Services)		45,070		811,711
Itau Unibanco Holding S.A.ADR (Banks)		61,091		287,738
JD.com, Inc.ADR (Internet & Direct Marketing Retail)		12,688		712,177
KB Financial Group, Inc.ADR (Banks)		4,846		187,347
KE Holdings, Inc.*ADR (Real Estate Management & Development)		8,555		119,428
Korea Electric Power Corp.*ADR (Electric Utilities)		6,475		55,944
NetEase, Inc.ADR (Entertainment)		4,617		335,333
New Oriental Education & Technology Group, Inc.*ADR (Diversified Consumer Services)		1,883		65,566
NIO, Inc.*ADR (Automobiles)		17,905		174,574
Petroleo Brasileiro S.A.ADR (Oil, Gas & Consumable Fuels)		23,456		249,806
Pinduoduo, Inc.*ADR (Internet & Direct Marketing Retail)		6,855		559,025
POSCOADR (Metals & Mining)		3,710		202,084
PT Telekomunikasi Indonesia TbkADR (Diversified Telecommunication Services)		5,995		142,981
Sasol, Ltd.ADR (Chemicals)		7,357		115,578
Shinhan Financial Group Co., Ltd.ADR (Banks)		6,466		180,595
Sibanye Stillwater, Ltd.ADR(a) (Metals & Mining)		8,920		95,087
SK Telecom Co., Ltd.ADR (Wireless Telecommunication Services)		2,433		50,095
Sociedad Quimica y Minera de Chile S.A.ADR (Chemicals)		1,800		143,712
Suzano Papel e Celulose S.A.ADR (Paper & Forest Products)		9,953		91,966
Taiwan Semiconductor Manufacturing Co., Ltd.ADR (Semiconductors & Semiconductor Equipment)		41,596		3,098,486
Tata Motors, Ltd.*ADR (Automobiles)		4,438		102,562
Trip.com Group, Ltd.*ADR (Internet & Direct Marketing Retail)		6,715		230,996
United Microelectronics Corp.ADR(a) (Semiconductors & Semiconductor Equipment)		29,269		191,127
Vale S.A.ADR (Metals & Mining)		45,877		778,533
Wipro, Ltd.ADR (IT Services)		18,673		87,016
Woori Financial Group, Inc.ADR(a) (Banks)		2,723		74,964
ZTO Express Cayman, Inc.ADR (Air Freight & Logistics)		5,244		140,906
TOTAL COMMON STOCKS (Cost $9,826,320)				15,759,674
Preferred Stock (1.4%)
Petroleo Brasileiro S.A.ADR (Oil, Gas & Consumable Fuels)		28,956		269,001
TOTAL PREFERRED STOCK (Cost $70,602)				269,001

Repurchase Agreements^(b)(c) (14.5%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $2,717,256	$	2,716,000	$	2,716,000
TOTAL REPURCHASE AGREEMENTS (Cost $2,716,000)				2,716,000

Collateral for Securities Loaned^(d) (3.7%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(e)		688,163	$	688,163
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $688,163)				688,163
TOTAL INVESTMENT SECURITIES (Cost $13,301,085)—103.6%				19,432,838
Net other assets (liabilities)—(3.6)%				(679,352	)
NET ASSETS—100.0%			$	18,753,486

See accompanying notes to financial statements.

74 :: ProFund VP Emerging Markets :: Financial Statements

*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $664,015.
(b)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $306,000.
(c)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(d)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(e)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.
ADR	American Depositary Receipt

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
S&P Emerging 50 ADR Index (USD)	Goldman Sachs International	1/27/23		4.93	%	$	1,262,819	$	(11,478	)
S&P Emerging 50 ADR Index (USD)	UBS AG	1/27/23		4.83	%		1,458,644		(16,463	)
						$	2,721,463	$	(27,941	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Emerging Markets invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Air Freight & Logistics	$	140,906		0.8	%
Automobiles		277,136		1.4	%
Banks		2,850,737		15.2	%
Beverages		332,150		1.8	%
Biotechnology		181,231		1.0	%
Chemicals		259,290		1.4	%
Construction Materials		77,290		0.4	%
Diversified Consumer Services		65,566		0.3	%
Diversified Telecommunication Services		318,320		1.7	%
Electric Utilities		183,236		1.0	%
Entertainment		335,333		1.8	%
Hotels, Restaurants & Leisure		75,720		0.4	%
Interactive Media & Services		397,471		2.1	%
Internet & Direct Marketing Retail		3,598,740		19.1	%
IT Services		898,727		4.8	%
Metals & Mining		1,366,782		7.4	%
Oil, Gas & Consumable Fuels		518,807		2.7	%
Paper & Forest Products		91,966		0.5	%
Pharmaceuticals		79,281		0.4	%
Real Estate Management & Development		119,428		0.6	%
Semiconductors & Semiconductor Equipment		3,424,148		18.3	%
Transportation Infrastructure		121,173		0.6	%
Water Utilities		45,923		0.2	%
Wireless Telecommunication Services		269,314		1.5	%
Other**		2,724,811		14.6	%
Total	$	18,753,486		100.0	%

ProFund VP Emerging Markets invested in securities with exposure to the following countries as of December 31, 2022:

	Value		% of Net Assets
Brazil	$	2,266,956		12.1	%
Chile		200,717		1.1	%
China		5,139,064		27.3	%
India		2,950,499		15.7	%
Indonesia		142,981		0.8	%
Mexico		598,608		3.2	%
South Africa		429,429		2.3	%
South Korea		700,934		3.7	%
Taiwan		3,599,487		19.2	%
Other**		2,724,811		14.6	%
Total	$	18,753,486		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Emerging Markets :: 75

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	13,301,085
Securities, at value(a)		16,716,838
Repurchase agreements, at value		2,716,000
Total Investment Securities, at value		19,432,838
Cash		949
Dividends and interest receivable		87,135
Receivable for capital shares issued		4,746
Prepaid expenses		974
TOTAL ASSETS		19,526,642
LIABILITIES:
Payable for collateral for securities loaned		688,163
Payable for capital shares redeemed		7,040
Unrealized depreciation on swap agreements		27,941
Advisory fees payable		9,514
Management services fees payable		1,269
Administration fees payable		1,622
Administrative services fees payable		9,554
Distribution fees payable		9,988
Transfer agency fees payable		2,600
Fund accounting fees payable		930
Compliance services fees payable		124
Other accrued expenses		14,411
TOTAL LIABILITIES		773,156
NET ASSETS	$	18,753,486
NET ASSETS CONSIST OF:
Capital	$	22,679,138
Total distributable earnings (loss)		(3,925,652	)
NET ASSETS	$	18,753,486
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		749,634
Net Asset Value (offering and redemption price per share)	$	25.02

^(a) Includes securities on loan valued at: $ 664,015

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	743,581
Interest		18,122
Foreign tax withholding		(54,536	)
Net income from securities lending		13,411
TOTAL INVESTMENT INCOME		720,578
EXPENSES:
Advisory fees		133,250
Management services fees		17,766
Administration fees		16,899
Transfer agency fees		14,764
Administrative services fees		42,201
Distribution fees		44,417
Custody fees		12,820
Fund accounting fees		9,707
Trustee fees		295
Compliance services fees		124
Other fees		18,461
Recoupment of prior expenses reduced by the Advisor		4,513
Total Gross Expenses before reductions		315,217
Expenses reduced and reimbursed by the Advisor		(16,817	)
TOTAL NET EXPENSES		298,400
NET INVESTMENT INCOME (LOSS)		422,178
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		(1,849,940	)
Net realized gains (losses) on swap agreements		(232,157	)
Change in net unrealized appreciation/depreciation on investment securities		(1,931,899	)
Change in net unrealized appreciation/depreciation on swap agreements		(32,336	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(4,046,332	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(3,624,154	)

See accompanying notes to financial statements.

76 :: ProFund VP Emerging Markets :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	422,178		$	110,840
Net realized gains (losses) on investments		(2,082,097	)		(612,983	)
Change in net unrealized appreciation/depreciation on investments		(1,964,235	)		(4,826,450	)
Change in net assets resulting from operations		(3,624,154	)		(5,328,593	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(110,840	)		—
Change in net assets resulting from distributions		(110,840	)		—
CAPITAL TRANSACTIONS:
Proceeds from shares issued		20,185,052			31,922,131
Distributions reinvested		110,840			—
Value of shares redeemed		(17,509,617	)		(33,400,828	)
Change in net assets resulting from capital transactions		2,786,275			(1,478,697	)
Change in net assets		(948,719	)		(6,807,290	)
NET ASSETS:
Beginning of period		19,702,205			26,509,495
End of period	$	18,753,486		$	19,702,205
SHARE TRANSACTIONS:
Issued		755,267			863,608
Reinvested		4,104			—
Redeemed		(665,593	)		(931,355	)
Change in shares		93,778			(67,747	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Emerging Markets :: 77

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	30.04		$	36.64		$	29.08		$	23.54		$	27.85
Investment Activities:
Net investment income (loss)(a)		0.63			0.15			(0.08	)		0.15			0.09
Net realized and unrealized gains (losses) on investments		(5.48	)		(6.75	)		7.82			5.53			(4.33	)
Total income (loss) from investment activities		(4.85	)		(6.60	)		7.74			5.68			(4.24	)
Distributions to Shareholders From:
Net investment income		(0.17	)		—			(0.18	)		(0.14	)		(0.07	)
Net Asset Value, End of Period	$	25.02		$	30.04		$	36.64		$	29.08		$	23.54
Total Return(b)		(16.19	)%		(18.01	)%		26.72	%(c)		24.23	%(d)		(15.27	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.78	%		1.69	%		1.74	%		1.74	%		1.74	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		2.38	%		0.43	%		(0.29	)%		0.58	%		0.34	%
Supplemental Data:
Net assets, end of period (000’s)	$	18,753		$	19,702		$	26,509		$	25,952		$	17,065
Portfolio turnover rate(e)		53	%		60	%		108	%		83	%		21	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	During the year ended December 31, 2020, the Fund received monies related to certain nonrecurring litigation settlements. The corresponding impact to the total return was an increase of 0.20%.
(d)	During the year ended December 31, 2019, the Fund received monies related to certain nonrecurring litigation settlements. The corresponding impact to the total return was an increase of 0.69%.
(e)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

78 :: ProFund VP Europe 30 :: Management Discussion of Fund Performance

ProFund VP Europe 30 (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the ProFunds Europe 30 Index^® (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -7.76%. For the same period, the Index had a price return of -9.44%¹ and a volatility of 23.90%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index, created by ProFund Advisors, is composed of companies whose principal offices are located in Europe and whose securities are traded on U.S. exchanges or on Nasdaq as depositary receipts or ordinary shares and meet certain liquidity requirements. The component companies included in the Index are the 30 most liquid companies based upon their U.S. dollar-traded volume. Their relative weights are determined using a modified market capitalization method. The Index is reconstituted annually. The Index is expressed in U.S. dollar terms and as such should generally reflect the relative movement of the U.S. dollar against the basket of foreign currencies represented by the constituent companies in the Index.

Value of a $10,000 Investment at Net Asset Value*

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Europe 30 from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Europe 30		-7.76	%		1.07	%		3.03	%
ProFunds Europe 30 Index®		-9.44	%		-0.16	%		1.39	%
STOXX Europe 50® Index		-7.84	%		3.36	%		4.55	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Europe 30		1.69	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
NOVO Nordisk A/S		6.3	%
Shell PLC		5.8	%
ASML Holding N.V.		5.5	%
TotalEnergies SE		5.1	%
AstraZeneca PLC		4.8	%

ProFunds Europe 30^® Index – Composition

Industry Breakdown	% of Index
Energy		24	%
Health Care		21	%
Consumer Staples		13	%
Information Technology		11	%
Financials		11	%
Materials		8	%
Industrials		5	%
Utilities		3	%
Communication Services		2	%
Consumer Discretionary		2	%

Country Composition
United Kingdom	46	%
Netherlands	10	%
France	9	%
Luxembourg	7	%
Other	28	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table DO NOT reflect the theoretical reinvestment of dividends on securities in the Index nor the impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The STOXX Europe 50® Index is a capitalization-weighted index of 50 European blue-chip stocks. The graph and table reflect the theoretical reinvestment of dividends in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the Index calculations. It is not possible to invest directly in an index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Europe 30 :: 79

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (100.3%)

	Shares		Value
Anheuser-Busch InBev N.V.ADR (Beverages)		10,261	$	616,070
ArcelorMittal SANYS—Class A (Metals & Mining)		12,962		339,863
Argenx SE*ADR (Biotechnology)		900		340,947
Ascendis Pharma A/S*ADR (Biotechnology)		2,520		307,768
ASML Holding N.V.NYS (Semiconductors & Semiconductor Equipment)		1,440		786,816
AstraZeneca PLCADR (Pharmaceuticals)		10,081		683,492
Barclays PLCADR (Banks)		46,806		365,087
BioNTech SEADR (Biotechnology)		1,260		189,277
BP PLCADR (Oil, Gas & Consumable Fuels)		16,562		578,511
British American Tobacco PLCADR (Tobacco)		13,142		525,417
CRH PLCADR (Construction Materials)		9,001		358,150
Diageo PLCADR (Beverages)		3,060		545,261
Equinor ASAADR (Oil, Gas & Consumable Fuels)		16,382		586,639
GSK PLCADR (Pharmaceuticals)		9,361		328,946
HSBC Holdings PLCADR(a) (Banks)		19,982		622,640
ING Groep N.V.ADR(a) (Banks)		33,124		403,119
Koninklijke Philips N.V.NYS (Health Care Equipment & Supplies)		20,703		310,338
National Grid PLCADR (Multi-Utilities)		6,661		401,792
Nokia Corp.ADR (Communications Equipment)		75,249		349,155
NOVO Nordisk A/SADR (Pharmaceuticals)		6,661		901,499
RELX PLCADR (Professional Services)		15,302		424,171
Rio Tinto PLCADR (Metals & Mining)		8,461		602,423
Ryanair Holdings PLC*ADR (Airlines)		4,321		323,038
SanofiADR (Pharmaceuticals)		6,661		322,592
SAP SEADR(a) (Software)		6,121		631,626
Shell PLCADR (Oil, Gas & Consumable Fuels)		14,762		840,697
Telefonaktiebolaget LM EricssonADR (Communications Equipment)		56,347		329,066
Tenaris S.A.ADR (Energy Equipment & Services)		9,541		335,462
TotalEnergies SEADR (Oil, Gas & Consumable Fuels)		11,701		726,398
Vodafone Group PLCADR (Wireless Telecommunication Services)		34,924		353,431
TOTAL COMMON STOCKS (Cost $9,757,866)				14,429,691
Collateral for Securities Loaned(b) (12.0%)
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(c)		1,719,599		1,719,599
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $1,719,599)				1,719,599
TOTAL INVESTMENT SECURITIES (Cost $11,477,465)—112.3%				16,149,290
Net other assets (liabilities)—(12.3)%				(1,770,144	)
NET ASSETS—100.0%			$	14,379,146

*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $1,253,165.
(b)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(c)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.
ADR	American Depositary Receipt
NYS	New York Shares

ProFund VP Europe 30 invested in the following industries as of December 31, 2022:

	Value			% of Net Assets
Airlines	$	323,038			2.2	%
Banks		1,390,846			9.7	%
Beverages		1,161,331			8.1	%
Biotechnology		837,992			5.8	%
Communications Equipment		678,221			4.7	%
Construction Materials		358,150			2.5	%
Energy Equipment & Services		335,462			2.3	%
Health Care Equipment & Supplies		310,338			2.2	%
Metals & Mining		942,286			6.6	%
Multi-Utilities		401,792			2.8	%
Oil, Gas & Consumable Fuels		2,732,245			19.0	%
Pharmaceuticals		2,236,529			15.4	%
Professional Services		424,171			2.9	%
Semiconductors & Semiconductor Equipment		786,816			5.5	%
Software		631,626			4.4	%
Tobacco		525,417			3.7	%
Wireless Telecommunication Services		353,431			2.5	%
Other**		(50,545	)		(0.3	)%
Total	$	14,379,146			100.0	%

ProFund VP Europe 30 invested in securities with exposure to the following countries as of December 31, 2022:

	Value			% of Net Assets
Belgium	$	616,070			4.3	%
Denmark		1,209,267			8.4	%
Finland		349,155			2.4	%
France		1,048,990			7.3	%
Germany		820,903			5.7	%
Ireland		681,188			4.7	%
Luxembourg		675,325			4.7	%
Netherlands		2,681,917			18.7	%
Norway		586,639			4.1	%
Sweden		329,066			2.3	%
United Kingdom		5,431,171			37.7	%
Other**		(50,545	)		(0.3	)%
Total	$	14,379,146			100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

80 :: ProFund VP Europe 30 :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	11,477,465
Securities, at value(a)		16,149,290
Total Investment Securities, at value		16,149,290
Dividends receivable		40,849
Receivable for capital shares issued		150,170
Receivable for tax reclaims		24,552
Receivable for investments sold		2,350,601
Prepaid expenses		46
TOTAL ASSETS		18,715,508
LIABILITIES:
Cash overdraft		5,805
Payable for collateral for securities loaned		1,719,599
Payable for capital shares redeemed		190,119
Payable for investments purchased		2,381,164
Advisory fees payable		9,195
Management services fees payable		1,226
Administration fees payable		1,334
Administrative services fees payable		4,341
Distribution fees payable		6,536
Transfer agency fees payable		2,179
Fund accounting fees payable		762
Compliance services fees payable		101
Other accrued expenses		14,001
TOTAL LIABILITIES		4,336,362
NET ASSETS	$	14,379,146
NET ASSETS CONSIST OF:
Capital	$	14,524,160
Total distributable earnings (loss)		(145,014	)
NET ASSETS	$	14,379,146
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		638,419
Net Asset Value (offering and redemption price per share)	$	22.52

^(a) Includes securities on loan valued at: $ 1,253,165

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	576,086
Interest		1,027
Foreign tax withholding		(40,041	)
Net income from securities lending		4,459
TOTAL INVESTMENT INCOME		541,531
EXPENSES:
Advisory fees		115,969
Management services fees		15,462
Administration fees		14,632
Transfer agency fees		12,760
Administrative services fees		31,328
Distribution fees		38,656
Custody fees		17,886
Fund accounting fees		8,340
Trustee fees		261
Compliance services fees		101
Other fees		15,456
Total Gross Expenses before reductions		270,851
Expenses reduced and reimbursed by the Advisor		(11,079	)
TOTAL NET EXPENSES		259,772
NET INVESTMENT INCOME (LOSS)		281,759
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		(677,134	)
Change in net unrealized appreciation/depreciation on investment securities		(1,436,160	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(2,113,294	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,831,535	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Europe 30 :: 81

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	281,759		$	242,469
Net realized gains (losses) on investments		(677,134	)		1,582,954
Change in net unrealized appreciation/depreciation on investments		(1,436,160	)		1,803,942
Change in net assets resulting from operations		(1,831,535	)		3,629,365
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(955,024	)		(163,002	)
Change in net assets resulting from distributions		(955,024	)		(163,002	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		21,449,924			30,171,919
Distributions reinvested		955,024			163,002
Value of shares redeemed		(22,728,116	)		(31,041,897	)
Change in net assets resulting from capital transactions		(323,168	)		(706,976	)
Change in net assets		(3,109,727	)		2,759,387
NET ASSETS:
Beginning of period		17,488,873			14,729,486
End of period	$	14,379,146		$	17,488,873
SHARE TRANSACTIONS:
Issued		894,362			1,231,380
Reinvested		40,605			6,733
Redeemed		(979,117	)		(1,265,056	)
Change in shares		(44,150	)		(26,943	)

See accompanying notes to financial statements.

82 :: ProFund VP Europe 30 :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	25.62		$	20.76		$	23.50		$	20.55		$	24.53
Investment Activities:
Net investment income (loss)(a)		0.43			0.32			0.22			0.45			0.48
Net realized and unrealized gains (losses) on investments		(2.37	)		4.76			(2.43	)		3.15			(3.86	)
Total income (loss) from investment activities		(1.94	)		5.08			(2.21	)		3.60			(3.38	)
Distributions to Shareholders From:
Net investment income		(0.29	)		(0.22	)		(0.53	)		(0.65	)		(0.60	)
Net realized gains on investments		(0.87	)		—			—			—			—
Total distributions		(1.16	)		(0.22	)		(0.53	)		(0.65	)		(0.60	)
Net Asset Value, End of Period	$	22.52		$	25.62		$	20.76		$	23.50		$	20.55
Total Return(b)		(7.76	)%		24.53	%		(9.23	)%		17.79	%		(14.13	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.75	%		1.69	%		1.77	%		1.79	%		1.75	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		1.82	%		1.30	%		1.10	%		1.97	%		1.99	%
Supplemental Data:
Net assets, end of period (000’s)	$	14,379		$	17,489		$	14,729		$	19,526		$	18,331
Portfolio turnover rate(c)		131	%		138	%		63	%		85	%		228	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Falling U.S. Dollar :: 83

ProFund VP Falling U.S. Dollar (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to the return of the basket of non-U.S. currencies included in the U.S. Dollar Index (the “Index”). The Index measures the performance of the U.S. dollar against a basket of six major world currencies (the “Benchmark”). For the year ended December 31, 2022, the Fund had a total return of -8.76%. For the same period, the Index had a price return of 8.21%¹ and a volatility of 9.31%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the daily return of the Benchmark. The currencies and their weightings are: Euro 57%; Japanese yen 14%; British pound 12%; Canadian dollar 9%; Swedish krona 4% and Swiss franc 4%. The Fund is designed to benefit from a decline in the value of the U.S. dollar against the value of the currencies included in the Benchmark. Accordingly, as the value of the U.S. dollar depreciates (i.e., “falls”) versus the Benchmark, the performance of the Fund generally should be expected to increase. As the value of the U.S. dollar appreciates versus the Benchmark, the performance of the Fund generally should be expected to decline. The Fund does not normally provide investment returns that match the inverse of the Index.

During the year ended December 31, 2022, the Fund invested in forward currency contracts to gain exposure to the Benchmark. These derivatives generally tracked the performance of their underlying benchmark. The Fund entered into forward currency contracts with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Falling U.S. Dollar from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Falling U.S. Dollar		-8.76	%		-4.25	%		-4.47	%
U.S. Dollar Index		8.21	%		2.36	%		2.64	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Falling U.S. Dollar		2.23	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Forward Currency Contracts		(99	)%
Total Exposure		(99	)%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Falling U.S. Dollar primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

U.S. Dollar Index – Composition

	% of Index
Euro		57	%
Japanese yen		14	%
British pound		12	%
Canadian dollar		9	%
Swedish krona		4	%
Swiss franc		4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table DO NOT reflect the theoretical reinvestment of dividends nor the impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade. The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the Index calculations. It is not possible to invest directly into an index.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

84 :: ProFund VP Falling U.S. Dollar :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a)(b) (99.4%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $502,232	$	502,000	$	502,000
TOTAL REPURCHASE AGREEMENTS (Cost $502,000)				502,000
TOTAL INVESTMENT SECURITIES (Cost $502,000)—99.4%				502,000
Net other assets (liabilities)—0.6%				3,165
NET ASSETS—100.0%			$	505,165

(a)	A portion of these securities were held in a segregated account for the benefit of forward currency contract counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $71,000.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

As of December 31, 2022, the ProFund VP Falling U.S. Dollar’s forward currency contracts with Goldman Sachs International, were as follows:

Description and amount of currency purchased			Description and amount of currency sold			Delivery Date	Fair Value		Unrealized Appreciation/ (Depreciation)
Short:
U.S. dollar	$	44,473	British pound		36,266	1/13/23	$	43,850	$	623
U.S. dollar		39,101	Canadian dollar		53,350	1/13/23		39,411		(310	)
U.S. dollar		244,835	Euro		231,946	1/13/23		248,481		(3,646	)
U.S. dollar		59,821	Japanese yen		8,144,082	1/13/23		62,178		(2,357	)
U.S. dollar		19,353	Swedish krona		199,656	1/13/23		19,161		192
U.S. dollar		13,476	Swiss franc		12,555	1/13/23		13,603		(127	)
Total Short Contracts	$	421,059					$	426,684	$	(5,625	)
Long:
British pound		39,077	U.S. dollar	$	47,734	1/13/23	$	47,249	$	(485	)
Canadian dollar		71,321	U.S. dollar		52,419	1/13/23		52,686		267
Euro		242,829	U.S. dollar		256,352	1/13/23		260,140		3,788
Japanese yen		14,398,639	U.S. dollar		105,967	1/13/23		109,930		3,963
Swedish krona		324,633	U.S. dollar		31,462	1/13/23		31,155		(307	)
Swiss franc		13,599	U.S. dollar		14,576	1/13/23		14,734		158
Total Long Contracts				$	508,510		$	515,894	$	7,384

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Falling U.S. Dollar :: 85

As of December 31, 2022, the ProFund VP Falling U.S. Dollar’s forward currency contracts with UBS AG, were as follows:

Description and amount of currency purchased			Description and amount of currency sold			Delivery Date	Fair Value		Unrealized Appreciation/ (Depreciation)
Short:
U.S. dollar	$	21,903	British pound		17,855	1/13/23	$	21,589	$	314
U.S. dollar		10,611	Canadian dollar		14,477	1/13/23		10,694		(83	)
U.S. dollar		78,240	Euro		74,090	1/13/23		79,372		(1,132	)
U.S. dollar		14,895	Japanese yen		2,024,538	1/13/23		15,457		(562	)
U.S. dollar		4,175	Swedish krona		42,998	1/13/23		4,127		48
U.S. dollar		6,852	Swiss franc		6,380	1/13/23		6,913		(61	)
Total Short Contracts	$	136,676					$	138,152	$	(1,476	)
Long:
British pound		64,752	U.S. dollar	$	79,107	1/13/23	$	78,294	$	(813	)
Canadian dollar		58,651	U.S. dollar		43,083	1/13/23		43,327		244
Euro		335,127	U.S. dollar		354,006	1/13/23		359,017		5,011
Japanese yen		4,868,882	U.S. dollar		35,761	1/13/23		37,173		1,412
Swedish krona		138,955	U.S. dollar		13,449	1/13/23		13,335		(114	)
Swiss franc		22,055	U.S. dollar		23,641	1/13/23		23,897		256
Total Long Contracts				$	549,047		$	555,043	$	5,996
					Total unrealized appreciation				$	16,276
					Total unrealized (depreciation)					(9,997	)
					Total net unrealized appreciation/(depreciation)				$	6,279

See accompanying notes to financial statements.

86 :: ProFund VP Falling U.S. Dollar :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	502,000
Repurchase agreements, at value		502,000
Total Investment Securities, at value		502,000
Cash		102
Segregated cash balances for forward currency contracts with custodian		345
Unrealized appreciation on forward foreign currency contracts		16,276
Interest receivable		116
Prepaid expenses		1
TOTAL ASSETS		518,840
LIABILITIES:
Payable for capital shares redeemed		1,028
Unrealized depreciation on forward foreign currency contracts		9,997
Advisory fees payable		222
Management services fees payable		30
Administration fees payable		56
Administrative services fees payable		294
Distribution fees payable		321
Transfer agency fees payable		95
Fund accounting fees payable		31
Compliance services fees payable		3
Other accrued expenses		1,598
TOTAL LIABILITIES		13,675
NET ASSETS	$	505,165
NET ASSETS CONSIST OF:
Capital	$	889,427
Total distributable earnings (loss)		(384,262	)
NET ASSETS	$	505,165
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		33,460
Net Asset Value (offering and redemption price per share)	$	15.10

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	7,158
EXPENSES:
Advisory fees		3,302
Management services fees		440
Administration fees		276
Transfer agency fees		241
Administrative services fees		1,016
Distribution fees		1,101
Custody fees		3,517
Fund accounting fees		155
Trustee fees		5
Compliance services fees		3
Other fees		536
Total Gross Expenses before reductions		10,592
Expenses reduced and reimbursed by the Advisor		(3,195	)
TOTAL NET EXPENSES		7,397
NET INVESTMENT INCOME (LOSS)		(239	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on forward currency contracts		(46,979	)
Change in net unrealized appreciation/depreciation on forward currency contracts		5,679
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(41,300	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(41,539	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Falling U.S. Dollar :: 87

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(239	)	$	(14,080	)
Net realized gains (losses) on investments		(46,979	)		(52,276	)
Change in net unrealized appreciation/depreciation on investments		5,679			(13,169	)
Change in net assets resulting from operations		(41,539	)		(79,525	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		—			(15,895	)
Change in net assets resulting from distributions		—			(15,895	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		2,067,946			752,331
Distributions reinvested		—			15,895
Value of shares redeemed		(2,002,026	)		(1,527,575	)
Change in net assets resulting from capital transactions		65,920			(759,349	)
Change in net assets		24,381			(854,769	)
NET ASSETS:
Beginning of period		480,784			1,335,553
End of period	$	505,165		$	480,784
SHARE TRANSACTIONS:
Issued		139,678			42,420
Reinvested		—			899
Redeemed		(135,261	)		(86,998	)
Change in shares		4,417			(43,679	)

See accompanying notes to financial statements.

88 :: ProFund VP Falling U.S. Dollar :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	16.55		$	18.37		$	17.60		$	18.03		$	22.30
Investment Activities:
Net investment income (loss)(a)		(0.01	)		(0.30	)		(0.25	)		0.08			0.01
Net realized and unrealized gains (losses) on investments		(1.44	)		(1.15	)		1.09			(0.50	)		(1.34	)
Total income (loss) from investment activities		(1.45	)		(1.45	)		0.84			(0.42	)		(1.33	)
Distributions to Shareholders From:
Net investment income		—			—			(0.07	)		(0.01	)		—
Net realized gains on investments		—			(0.37	)		—			—			(2.94	)
Total distributions		—			(0.37	)		(0.07	)		(0.01	)		(2.94	)
Net Asset Value, End of Period	$	15.10		$	16.55		$	18.37		$	17.60		$	18.03
Total Return(b)		(8.76	)%		(8.03	)%		4.80	%		(2.34	)%		(6.31	)%
Ratios to Average Net Assets:
Gross expenses(b)		2.41	%		2.23	%		3.18	%		5.49	%		4.51	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		(0.05	)%		(1.68	)%		(1.44	)%		0.44	%		0.03	%
Supplemental Data:
Net assets, end of period (000’s)	$	505		$	481		$	1,336		$	615		$	677
Portfolio turnover rate(c)		—			—			—			—			—

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Financials :: 89

ProFund VP Financials (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Financials^SM Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -15.14%. For the same period, the Index had a return of -13.66%¹ and a volatility of 23.87%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the financial services sector of the U.S. equity market. Component companies include, among others, regional banks; major U.S. domiciled international banks; full line, life, and property and casualty insurance companies; companies that invest, directly or indirectly in real estate; diversified financial companies such as Fannie Mae, credit card issuers, check cashing companies, mortgage lenders and investment advisers; securities brokers and dealers including investment banks, merchant banks and online brokers; and publicly traded stock exchanges.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Financials from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Financials		-15.14	%		4.82	%		9.74	%
Dow Jones U.S. FinancialsSM Index		-13.66	%		6.52	%		11.51	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Financials		1.66	%		1.66	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		99	%
Swap Agreements		1	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Berkshire Hathaway, Inc.		9.0	%
JPMorgan Chase & Co.		6.4	%
Visa, Inc.		5.5	%
Mastercard, Inc.		4.8	%
Bank of America Corp.		3.7	%

Dow Jones U.S. Financials^SM Index – Composition

	% of Index
Diversified Financials		33	%
Banks		23	%
Real Estate		18	%
Insurance		15	%
Software & Services		10	%
Commercial & Professional Services		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

90 :: ProFund VP Financials :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (98.7%)

	Shares		Value
Affiliated Managers Group, Inc. (Capital Markets)		167	$	26,458
Aflac, Inc. (Insurance)		2,504		180,138
AGNC Investment Corp. (Mortgage Real Estate Investment Trusts (REITs))		2,531		26,196
Agree Realty Corp. (Equity Real Estate Investment Trusts (REITs))		392		27,805
Alexandria Real Estate Equities, Inc. (Equity Real Estate Investment Trusts (REITs))		661		96,288
Ally Financial, Inc. (Consumer Finance)		1,322		32,323
American Express Co. (Consumer Finance)		2,646		390,947
American Financial Group, Inc. (Insurance)		309		42,420
American Homes 4 Rent—Class A (Equity Real Estate Investment Trusts (REITs))		1,359		40,960
American International Group, Inc. (Insurance)		3,289		207,996
American Tower Corp. (Equity Real Estate Investment Trusts (REITs))		2,061		436,642
Americold Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		1,193		33,774
Ameriprise Financial, Inc. (Capital Markets)		471		146,655
Annaly Capital Management, Inc. (Mortgage Real Estate Investment Trusts (REITs))		2,071		43,657
Aon PLC (Insurance)		915		274,628
Apartment Income REIT Corp. (Equity Real Estate Investment Trusts (REITs))		664		22,782
Apollo Global Management, Inc. (Diversified Financial Services)		1,925		122,796
Arch Capital Group, Ltd.* (Insurance)		1,637		102,771
Ares Management Corp.—Class A (Capital Markets)		691		47,292
Arthur J. Gallagher & Co. (Insurance)		933		175,908
Assurant, Inc. (Insurance)		234		29,264
AvalonBay Communities, Inc. (Equity Real Estate Investment Trusts (REITs))		619		99,981
Axis Capital Holdings, Ltd. (Insurance)		341		18,472
Bank of America Corp. (Banks)		30,899		1,023,374
Bank OZK (Banks)		490		19,629
Berkshire Hathaway, Inc.*—Class B (Diversified Financial Services)		7,976		2,463,786
BlackRock, Inc.—Class A (Capital Markets)		665		471,239
Blackstone Group, Inc.—Class A (Capital Markets)		3,107		230,508
Blackstone Mortgage Trust, Inc.—Class A (Mortgage Real Estate Investment Trusts (REITs))		757		16,026
Blue Owl Capital, Inc. (Capital Markets)		1,553		16,462
BOK Financial Corp. (Banks)		128		13,285
Boston Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		632		42,711
Brighthouse Financial, Inc.* (Insurance)		306		15,689
Brixmor Property Group, Inc. (Equity Real Estate Investment Trusts (REITs))		1,328		30,106
Brown & Brown, Inc. (Insurance)		1,040		59,249
Camden Property Trust (Equity Real Estate Investment Trusts (REITs))		472		52,807
Capital One Financial Corp. (Consumer Finance)		1,690		157,102
Cboe Global Markets, Inc. (Capital Markets)		470		58,971
CBRE Group, Inc.*—Class A (Real Estate Management & Development)		1,399		107,668
Chubb, Ltd. (Insurance)		1,837		405,241
Cincinnati Financial Corp. (Insurance)		696		71,263
Citigroup, Inc. (Banks)		8,575		387,847
Citizens Financial Group, Inc. (Banks)		2,180		85,827
CME Group, Inc. (Capital Markets)		1,593		267,879
CNA Financial Corp. (Insurance)		120		5,074
Coinbase Global, Inc.*(a)—Class A (Capital Markets)		705		24,950
Comerica, Inc. (Banks)		580		38,773
Commerce Bancshares, Inc. (Banks)		506		34,423
Corporate Office Properties Trust (Equity Real Estate Investment Trusts (REITs))		497		12,892
CoStar Group, Inc.* (Professional Services)		1,800		139,104
Cousins Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		670		16,944
Credit Acceptance Corp.*(a) (Consumer Finance)		27		12,809
Crown Castle, Inc. (Equity Real Estate Investment Trusts (REITs))		1,917		260,021
CubeSmart (Equity Real Estate Investment Trusts (REITs))		994		40,009
Cullen/Frost Bankers, Inc. (Banks)		285		38,105
Digital Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		1,273		127,644
Discover Financial Services (Consumer Finance)		1,210		118,374
Douglas Emmett, Inc. (Equity Real Estate Investment Trusts (REITs))		778		12,199
East West Bancorp, Inc. (Banks)		624		41,122
EastGroup Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		193		28,576
Enstar Group, Ltd.* (Insurance)		60		13,862
Equinix, Inc. (Equity Real Estate Investment Trusts (REITs))		410		268,561
Equitable Holdings, Inc. (Diversified Financial Services)		1,524		43,739
Equity Commonwealth (Equity Real Estate Investment Trusts (REITs))		484		12,085
Equity LifeStyle Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		774		50,000
Equity Residential (Equity Real Estate Investment Trusts (REITs))		1,506		88,854
Erie Indemnity Co.—Class A (Insurance)		110		27,359
Essent Group, Ltd. (Thrifts & Mortgage Finance)		477		18,546
Essex Property Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		287		60,821
Everest Re Group, Ltd. (Insurance)		173		57,310

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Financials :: 91

Common Stocks, continued

	Shares		Value
Extra Space Storage, Inc. (Equity Real Estate Investment Trusts (REITs))		593	$	87,278
F&G Annuities & Life, Inc.* (Insurance)		83		1,662
F.N.B. Corp. (Banks)		1,553		20,267
FactSet Research Systems, Inc. (Capital Markets)		169		67,804
Federal Realty Investment Trust (Equity Real Estate Investment Trusts (REITs))		324		32,737
Federated Hermes, Inc.—Class B (Capital Markets)		374		13,580
Fifth Third Bancorp (Banks)		3,039		99,710
First American Financial Corp. (Insurance)		458		23,972
First Citizens BancShares, Inc.—Class A (Banks)		53		40,193
First Financial Bankshares, Inc. (Banks)		574		19,746
First Horizon Corp. (Banks)		2,376		58,221
First Industrial Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		585		28,232
First Republic Bank (Banks)		809		98,609
FirstCash Holdings, Inc. (Consumer Finance)		166		14,427
FNF Group (Insurance)		1,205		45,332
Franklin Resources, Inc. (Capital Markets)		1,258		33,186
Gaming & Leisure Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		1,141		59,435
Glacier Bancorp, Inc. (Banks)		490		24,216
Globe Life, Inc. (Insurance)		400		48,220
Hartford Financial Services Group, Inc. (Insurance)		1,408		106,769
Healthcare Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		1,685		32,470
Healthpeak Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		2,380		59,667
Highwoods Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		466		13,039
Home BancShares, Inc. (Banks)		840		19,144
Host Hotels & Resorts, Inc. (Equity Real Estate Investment Trusts (REITs))		3,165		50,798
Houlihan Lokey, Inc. (Capital Markets)		221		19,262
Huntington Bancshares, Inc. (Banks)		6,387		90,057
Interactive Brokers Group, Inc. (Capital Markets)		455		32,919
Intercontinental Exchange, Inc. (Capital Markets)		2,473		253,705
Invesco, Ltd. (Capital Markets)		2,013		36,214
Invitation Homes, Inc. (Equity Real Estate Investment Trusts (REITs))		2,571		76,204
Iron Mountain, Inc. (Equity Real Estate Investment Trusts (REITs))		1,287		64,157
Janus Henderson Group PLC (Capital Markets)		587		13,806
JBG Smith Properties (Equity Real Estate Investment Trusts (REITs))		438		8,313
Jefferies Financial Group, Inc. (Diversified Financial Services)		811		27,801
Jones Lang LaSalle, Inc.* (Real Estate Management & Development)		210		33,468
JPMorgan Chase & Co. (Banks)		12,985		1,741,288
Kemper Corp. (Insurance)		283		13,924
KeyCorp (Banks)		4,127		71,892
Kilroy Realty Corp. (Equity Real Estate Investment Trusts (REITs))		466		18,020
Kimco Realty Corp. (Equity Real Estate Investment Trusts (REITs))		2,738		57,991
KKR & Co., Inc. (Capital Markets)		2,554		118,557
Lamar Advertising Co.—Class A (Equity Real Estate Investment Trusts (REITs))		386		36,438
Lazard, Ltd.—Class A (Capital Markets)		499		17,300
Life Storage, Inc. (Equity Real Estate Investment Trusts (REITs))		376		37,036
Lincoln National Corp. (Insurance)		682		20,951
Loews Corp. (Insurance)		872		50,864
LPL Financial Holdings, Inc. (Capital Markets)		352		76,092
LXP Industrial Trust (Equity Real Estate Investment Trusts (REITs))		1,221		12,234
M&T Bank Corp. (Banks)		764		110,826
Markel Corp.* (Insurance)		60		79,049
MarketAxess Holdings, Inc. (Capital Markets)		167		46,575
Marsh & McLennan Cos., Inc. (Insurance)		2,196		363,394
Mastercard, Inc.—Class A (IT Services)		3,758		1,306,769
Medical Properties Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		2,647		29,488
MetLife, Inc. (Insurance)		2,918		211,176
MGIC Investment Corp. (Thrifts & Mortgage Finance)		1,315		17,095
Mid-America Apartment Communities, Inc. (Equity Real Estate Investment Trusts (REITs))		511		80,222
Moody’s Corp. (Capital Markets)		697		194,198
Morgan Stanley (Capital Markets)		5,836		496,177
Morningstar, Inc. (Capital Markets)		111		24,041
MSCI, Inc. (Capital Markets)		354		164,670
Nasdaq, Inc. (Capital Markets)		1,500		92,025
National Health Investors, Inc. (Equity Real Estate Investment Trusts (REITs))		192		10,026
National Retail Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		791		36,196
National Storage Affiliates Trust (Equity Real Estate Investment Trusts (REITs))		374		13,509
New York Community Bancorp, Inc. (Thrifts & Mortgage Finance)		3,012		25,902
Northern Trust Corp. (Capital Markets)		923		81,676
Old Republic International Corp. (Insurance)		1,253		30,260
Omega Healthcare Investors, Inc. (Equity Real Estate Investment Trusts (REITs))		1,037		28,984
Onemain Holdings, Inc. (Consumer Finance)		541		18,021
Opendoor Technologies, Inc.*(a) (Real Estate Management & Development)		2,246		2,605
Physicians Realty Trust (Equity Real Estate Investment Trusts (REITs))		1,010		14,615
Pinnacle Financial Partners, Inc. (Banks)		338		24,809
Popular, Inc. (Banks)		322		21,355
PotlatchDeltic Corp. (Equity Real Estate Investment Trusts (REITs))		358		15,748
Primerica, Inc. (Insurance)		163		23,117
Principal Financial Group, Inc. (Insurance)		1,007		84,507
Prologis, Inc. (Equity Real Estate Investment Trusts (REITs))		4,087		460,727
Prosperity Bancshares, Inc. (Banks)		404		29,363
Prudential Financial, Inc. (Insurance)		1,629		162,020

See accompanying notes to financial statements.

92 :: ProFund VP Financials :: Financial Statements

Common Stocks, continued

	Shares		Value
Public Storage (Equity Real Estate Investment Trusts (REITs))		700	$	196,133
Radian Group, Inc. (Thrifts & Mortgage Finance)		695		13,254
Raymond James Financial, Inc. (Capital Markets)		857		91,570
Rayonier, Inc. (Equity Real Estate Investment Trusts (REITs))		648		21,358
Realty Income Corp. (Equity Real Estate Investment Trusts (REITs))		2,776		176,082
Regency Centers Corp. (Equity Real Estate Investment Trusts (REITs))		682		42,625
Regions Financial Corp. (Banks)		4,137		89,194
Reinsurance Group of America, Inc. (Insurance)		296		42,059
RenaissanceRe Holdings, Ltd. (Insurance)		193		35,556
Rexford Industrial Realty, Inc. (Equity Real Estate Investment Trusts (REITs))		812		44,368
Rithm Capital Corp. (Mortgage Real Estate Investment Trusts (REITs))		2,097		17,132
RLI Corp. (Insurance)		179		23,497
Robinhood Markets, Inc.*—Class A (Capital Markets)		2,249		18,307
Rocket Cos., Inc.(a)—Class A (Thrifts & Mortgage Finance)		539		3,773
Ryan Specialty Holdings, Inc.*—Class A (Insurance)		368		15,276
S&P Global, Inc. (Capital Markets)		1,474		493,702
Sabra Health Care REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		1,023		12,716
SBA Communications Corp. (Equity Real Estate Investment Trusts (REITs))		478		133,988
SEI Investments Co. (Capital Markets)		454		26,468
Selective Insurance Group, Inc. (Insurance)		267		23,659
Signature Bank (Banks)		279		32,146
Simon Property Group, Inc. (Equity Real Estate Investment Trusts (REITs))		1,447		169,994
SL Green Realty Corp.(a) (Equity Real Estate Investment Trusts (REITs))		285		9,610
SLM Corp. (Consumer Finance)		1,107		18,376
SoFi Technologies, Inc.* (Consumer Finance)		3,615		16,665
SouthState Corp. (Banks)		335		25,581
Spirit Realty Capital, Inc. (Equity Real Estate Investment Trusts (REITs))		618		24,677
STAG Industrial, Inc. (Equity Real Estate Investment Trusts (REITs))		793		25,622
Starwood Property Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		1,371		25,130
State Street Corp. (Capital Markets)		1,624		125,974
Stifel Financial Corp. (Capital Markets)		471		27,492
STORE Capital Corp. (Equity Real Estate Investment Trusts (REITs))		1,176		37,703
Sun Communities, Inc. (Equity Real Estate Investment Trusts (REITs))		548		78,364
SVB Financial Group* (Banks)		262		60,297
Synchrony Financial (Consumer Finance)		1,995		65,556
Synovus Financial Corp. (Banks)		644		24,182
T. Rowe Price Group, Inc. (Capital Markets)		989		107,860
TFS Financial Corp. (Thrifts & Mortgage Finance)		211		3,041
The Allstate Corp. (Insurance)		1,174		159,194
The Bank of New York Mellon Corp. (Capital Markets)		3,256		148,213
The Carlyle Group, Inc. (Capital Markets)		966		28,825
The Charles Schwab Corp. (Capital Markets)		6,753		562,255
The Goldman Sachs Group, Inc. (Capital Markets)		1,499		514,727
The Hanover Insurance Group, Inc. (Insurance)		157		21,215
The Howard Hughes Corp.* (Real Estate Management & Development)		152		11,616
The PNC Financial Services Group, Inc. (Banks)		1,786		282,081
The Progressive Corp. (Insurance)		2,590		335,949
The Travelers Cos., Inc. (Insurance)		1,037		194,427
TPG, Inc. (Capital Markets)		226		6,290
Tradeweb Markets, Inc.—Class A (Capital Markets)		492		31,946
Truist Financial Corp. (Banks)		5,872		252,672
U.S. Bancorp (Banks)		5,986		261,049
UDR, Inc. (Equity Real Estate Investment Trusts (REITs))		1,355		52,479
UMB Financial Corp. (Banks)		192		16,036
Umpqua Holdings Corp. (Banks)		961		17,154
United Bankshares, Inc. (Banks)		596		24,132
Unum Group (Insurance)		828		33,973
UWM Holdings Corp. (Thrifts & Mortgage Finance)		410		1,357
Valley National Bancorp (Banks)		1,861		21,048
Ventas, Inc. (Equity Real Estate Investment Trusts (REITs))		1,770		79,739
VICI Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		4,264		138,154
Virtu Financial, Inc.—Class A (Capital Markets)		411		8,389
Visa, Inc.—Class A (IT Services)		7,238		1,503,767
Vornado Realty Trust (Equity Real Estate Investment Trusts (REITs))		713		14,838
Voya Financial, Inc.(a) (Diversified Financial Services)		430		26,441
W.R. Berkley Corp. (Insurance)		904		65,603
Webster Financial Corp. (Banks)		770		36,452
Wells Fargo & Co. (Banks)		16,869		696,521
Welltower, Inc. (Equity Real Estate Investment Trusts (REITs))		2,092		137,131
Western Alliance Bancorp (Banks)		482		28,708
Weyerhaeuser Co. (Equity Real Estate Investment Trusts (REITs))		3,258		100,998
White Mountains Insurance Group, Ltd. (Insurance)		11		15,558
Willis Towers Watson PLC (Insurance)		479		117,154
Wintrust Financial Corp. (Banks)		269		22,736
WP Carey, Inc. (Equity Real Estate Investment Trusts (REITs))		921		71,976
Zillow Group, Inc.*—Class A (Real Estate Management & Development)		258		8,052
Zillow Group, Inc.*—Class C (Real Estate Management & Development)		721		23,223
Zions Bancorp (Banks)		662		32,543
TOTAL COMMON STOCKS (Cost $7,285,018)				27,044,938

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Financials :: 93

Repurchase Agreements^(b) (0.9%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $236,109	$	236,000	$	236,000
TOTAL REPURCHASE AGREEMENTS (Cost $236,000)				236,000

Collateral for Securities Loaned^(c) (0.3%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(d)		80,438	$	80,438
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $80,438)				80,438
TOTAL INVESTMENT SECURITIES (Cost $7,601,456)—99.9%				27,361,376
Net other assets (liabilities)—0.1%				33,565
NET ASSETS—100.0%			$	27,394,941

*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $79,372.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Financials Index	Goldman Sachs International	1/23/23		4.93	%	$	373,900	$	1,512

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Financials invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Banks	$	6,074,613		22.1	%
Capital Markets		5,264,219		19.2	%
Consumer Finance		844,600		3.1	%
Diversified Financial Services		2,684,563		9.8	%
Equity Real Estate Investment Trusts (REITs)		4,794,581		17.5	%
Insurance		4,034,981		14.7	%
IT Services		2,810,536		10.3	%
Mortgage Real Estate Investment Trusts (REITs)		128,141		0.5	%
Professional Services		139,104		0.5	%
Real Estate Management & Development		186,632		0.7	%
Thrifts & Mortgage Finance		82,968		0.3	%
Other**		350,003		1.3	%
Total	$	27,394,941		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

94 :: ProFund VP Financials :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	7,601,456
Securities, at value(a)		27,125,376
Repurchase agreements, at value		236,000
Total Investment Securities, at value		27,361,376
Cash		637
Dividends and interest receivable		46,216
Unrealized appreciation on swap agreements		1,512
Receivable for capital shares issued		156,697
Prepaid expenses		102
TOTAL ASSETS		27,566,540
LIABILITIES:
Payable for collateral for securities loaned		80,438
Payable for capital shares redeemed		12,944
Advisory fees payable		16,413
Management services fees payable		2,188
Administration fees payable		2,529
Administrative services fees payable		11,316
Distribution fees payable		13,867
Transfer agency fees payable		4,471
Fund accounting fees payable		1,495
Compliance services fees payable		198
Other accrued expenses		25,740
TOTAL LIABILITIES		171,599
NET ASSETS	$	27,394,941
NET ASSETS CONSIST OF:
Capital	$	12,896,763
Total distributable earnings (loss)		14,498,178
NET ASSETS	$	27,394,941
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		648,726
Net Asset Value (offering and redemption price per share)	$	42.23

^(a) Includes securities on loan valued at: $ 79,372

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	637,013
Interest		7,434
Net income from securities lending		688
TOTAL INVESTMENT INCOME		645,135
EXPENSES:
Advisory fees		240,466
Management services fees		32,062
Administration fees		30,286
Transfer agency fees		26,359
Administrative services fees		74,093
Distribution fees		80,156
Custody fees		5,263
Fund accounting fees		17,850
Trustee fees		542
Compliance services fees		198
Other fees		39,707
Recoupment of prior expenses reduced by the Advisor		1,200
Total Gross Expenses before reductions		548,182
Expenses reduced and reimbursed by the Advisor		(9,538	)
TOTAL NET EXPENSES		538,644
NET INVESTMENT INCOME (LOSS)		106,491
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		1,804,012
Net realized gains (losses) on swap agreements		(87,559	)
Change in net unrealized appreciation/depreciation on investment securities		(7,777,537	)
Change in net unrealized appreciation/depreciation on swap agreements		(3,793	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(6,064,877	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(5,958,386	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Financials :: 95

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	106,491		$	26,130
Net realized gains (losses) on investments		1,716,453			282,408
Change in net unrealized appreciation/depreciation on investments		(7,781,330	)		8,852,572
Change in net assets resulting from operations		(5,958,386	)		9,161,110
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(382,049	)		(2,699,374	)
Change in net assets resulting from distributions		(382,049	)		(2,699,374	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		21,383,976			36,493,693
Distributions reinvested		382,049			2,699,374
Value of shares redeemed		(29,831,243	)		(31,088,356	)
Change in net assets resulting from capital transactions		(8,065,218	)		8,104,711
Change in net assets		(14,405,653	)		14,566,447
NET ASSETS:
Beginning of period		41,800,594			27,234,147
End of period	$	27,394,941		$	41,800,594
SHARE TRANSACTIONS:
Issued		475,165			777,951
Reinvested		8,928			58,823
Redeemed		(664,414	)		(662,224	)
Change in shares		(180,321	)		174,550

See accompanying notes to financial statements.

96 :: ProFund VP Financials :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	50.42		$	41.61		$	46.06		$	37.39		$	41.89
Investment Activities:
Net investment income (loss)(a)		0.15			0.03			0.23			0.21			0.19
Net realized and unrealized gains (losses) on investments		(7.78	)		12.16			(1.41	)		10.83			(4.53	)
Total income (loss) from investment activities		(7.63	)		12.19			(1.18	)		11.04			(4.34	)
Distributions to Shareholders From:
Net investment income		(0.04	)		(0.17	)		(0.28	)		(0.23	)		(0.16	)
Net realized gains on investments		(0.52	)		(3.21	)		(2.99	)		(2.14	)		—
Total distributions		(0.56	)		(3.38	)		(3.27	)		(2.37	)		(0.16	)
Net Asset Value, End of Period	$	42.23		$	50.42		$	41.61		$	46.06		$	37.39
Total Return(b)		(15.14	)%		30.10	%		(1.77	)%		30.27	%		(10.43	)%(c)
Ratios to Average Net Assets:
Gross expenses(b)		1.71	%		1.68	%		1.74	%		1.71	%		1.70	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.71	%(d)		1.63	%(c)
Net investment income (loss)(b)		0.33	%		0.07	%		0.58	%		0.50	%		0.45	%(c)
Supplemental Data:
Net assets, end of period (000’s)	$	27,395		$	41,801		$	27,234		$	36,747		$	29,825
Portfolio turnover rate(e)		14	%		31	%		145	%		52	%		27	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	During 2018, the Fund received a non-recurring reimbursement from a third party relating to expenses that were incurred in a prior year. Had this reimbursement not occurred, the net expense ratio and net investment income (loss) ratio would have been 1.67% and 0.41%, respectively, and the total return would have been (10.48)%.
(d)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.
(e)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Government Money Market :: 97

ProFund VP Government Money Market (the “Fund”) seeks, as its investment objective, a high level of current income consistent with liquidity and preservation of capital. For the year ended December 31, 2022, the Fund returned 1.02%. The Fund’s seven-day yield, as of December 31, 2022, was 5.29%¹.

An investment in this ProFund VP is neither guaranteed nor insured by the Federal Deposit Insurance Corporation or any other government agency. Although the ProFund VP strives to maintain the value of your investment at $1.00 per share, it is possible to lose money by investing in this ProFund VP.

Allocation of Portfolio Holdings

Market Exposure

Investment Type	% of Net Assets
U.S. Treasury Obligations		38	%
Repurchase Agreements		62	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

¹  The seven-day yield quotation more closely reflects the current earnings of the government money market fund than the total return quotation.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

98 :: ProFund VP Government Money Market :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

U.S. Treasury Obligations (38.2%)

	Principal Amount		Value
U.S. Treasury Bills
2.89%+, 1/5/23	$	2,000,000	$	1,999,199
3.47%+, 1/12/23		2,000,000		1,997,690
3.78%+, 1/19/23		2,000,000		1,996,020
3.76%+, 1/26/23		2,000,000		1,994,583
3.77%+, 2/2/23		2,000,000		1,993,120
3.85%+, 2/16/23		2,000,000		1,989,999
3.78%+, 2/9/23		2,000,000		1,991,641
TOTAL U.S. TREASURY OBLIGATIONS (Cost $13,962,252)				13,962,252
Repurchase Agreements(a) (61.8%)
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $22,660,474		22,650,000		22,650,000
TOTAL REPURCHASE AGREEMENTS (Cost $22,650,000)				22,650,000
TOTAL INVESTMENT SECURITIES (Cost $36,612,252)—100.0%				36,612,252
Net other assets (liabilities)—NM				10,015
NET ASSETS—100.0%			$	36,622,267

+	Reflects the effective yield or interest rate in effect at December 31, 2022.
(a)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
NM	Not meaningful, amount is less than 0.05%.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Government Money Market :: 99

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	36,612,252
Securities, at value		13,962,252
Repurchase agreements, at value		22,650,000
Total Investment Securities, at value		36,612,252
Cash		220
Interest receivable		5,237
Receivable for capital shares issued		16,327
Receivable from Advisor under a voluntary expense limitation agreement		30,416
Prepaid expenses		101
TOTAL ASSETS		36,664,553
LIABILITIES:
Payable for capital shares redeemed		1,839
Administration fees payable		1,420
Transfer agency fees payable		5,795
Fund accounting fees payable		1,899
Compliance services fees payable		260
Other accrued expenses		31,073
TOTAL LIABILITIES		42,286
NET ASSETS	$	36,622,267
NET ASSETS CONSIST OF:
Capital	$	36,658,504
Total distributable earnings (loss)		(36,237	)
NET ASSETS	$	36,622,267
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		36,658,504
Net Asset Value (offering and redemption price per share)	$	1.00

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	559,450
EXPENSES:
Advisory fees		279,831
Management services fees		37,311
Administration fees		18,043
Transfer agency fees		32,258
Custody fees		5,929
Fund accounting fees		21,160
Trustee fees		623
Compliance services fees		260
Audit fees		26,887
Other fees		11,092
Total Gross Expenses before reductions		433,394
Expenses reduced and reimbursed by the Advisor		(249,019	)(a)
TOTAL NET EXPENSES		184,375
NET INVESTMENT INCOME		375,075
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	375,075

^(a)  Amount includes $151,423 of contractual expense reductions to support a minimum net yield and an additional $97,596 of voluntary expense reductions.

See accompanying notes to financial statements.

100 :: ProFund VP Government Money Market :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income	$	375,075		$	5,562
Net realized gains (losses) on investments		—			17,958
Change in net assets resulting from operations		375,075			23,520
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(375,075	)		(5,562	)
Change in net assets resulting from distributions		(375,075	)		(5,562	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		92,995,771			177,647,763
Distributions reinvested		375,075			5,562
Value of shares redeemed		(103,098,329	)		(179,396,339	)
Change in net assets resulting from capital transactions		(9,727,483	)		(1,743,014	)
Change in net assets		(9,727,483	)		(1,725,056	)
NET ASSETS:
Beginning of period		46,349,750			48,074,806
End of period	$	36,622,267		$	46,349,750
SHARE TRANSACTIONS:
Issued		92,995,771			177,647,763
Reinvested		375,075			5,562
Redeemed		(103,098,329	)		(179,396,339	)
Change in shares		(9,727,483	)		(1,743,014	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Government Money Market :: 101

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Investment Activities:
Net investment income (loss)(a)		0.010			—	(b)		0.001			0.008			—	(b)
Net realized gains (losses) on investments		—			—	(b)		—	(b)		—	(b)		—	(b)
Total income (loss) from investment activities		0.010			—	(b)		0.001			0.008			—	(b)
Distributions to Shareholders From:
Net investment income		(0.010	)		—	(b)		(0.001	)		(0.008	)		—	(b)
Net Asset Value, End of Period	$	1.000		$	1.000		$	1.000		$	1.000		$	1.000
Total Return(c)		1.02	%		0.01	%		0.04	%		0.77	%		0.42	%
Ratios to Average Net Assets:
Gross expenses(c)		1.16	%		1.07	%		1.16	%		1.35	%		1.46	%
Net expenses(c)		0.49	%(d)(e)		—	(d)(f)		0.52	%(d)		1.35	%		1.37	%(g)
Net investment income (loss)(c)		1.01	%		0.01	%		0.05	%		0.78	%		0.41	%
Supplemental Data:
Net assets, end of period (000’s)	$	36,622		$	46,350		$	48,075		$	145,715		$	193,519

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Amount is less than $0.0005.
(c)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(d)	The expense ratio for the period reflects the reduction of certain expenses to maintain a certain minimum net yield.
(e)	The Advisor voluntarily waived fees and expenses to limit the annual expense ratio to 0.90% (excluding amounts contractually waived to support a minimum net yield).
(f)	Amount is less than 0.005%.
(g)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for the one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

See accompanying notes to financial statements.

102 :: ProFund VP Health Care :: Management Discussion of Fund Performance

ProFund VP Health Care (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Health Care^SM Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -6.03%. For the same period, the Index had a return of -4.49%¹ and a volatility of 19.68%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the healthcare sector of the U.S. equity market. Component companies include, among others, health care providers, biotechnology companies, medical supplies, advanced medical devices, and pharmaceuticals.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Health Care from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Health Care		-6.03	%		10.26	%		13.12	%
Dow Jones U.S. Health CareSM Index		-4.49	%		12.02	%		14.94	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Health Care		1.68	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		98	%
Swap Agreements		2	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
UnitedHealth Group, Inc.		8.9	%
Johnson & Johnson		8.3	%
Eli Lilly & Co.		5.2	%
Pfizer, Inc.		5.1	%
AbbVie, Inc.		5.1	%

Dow Jones U.S. Health Care^SM Index – Composition

	% of Index
Pharmaceuticals		30	%
Health Care Providers & Services		22	%
Biotechnology		18	%
Health Care Equipment & Supplies		18	%
Life Sciences Tools & Services		12	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Health Care :: 103

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (97.6%)

	Shares		Value
10X Genomics, Inc.*—Class A (Life Sciences Tools & Services)		746	$	27,184
1Life Healthcare, Inc.* (Health Care Providers & Services)		1,309		21,873
Abbott Laboratories (Health Care Equipment & Supplies)		13,608		1,494,021
AbbVie, Inc. (Biotechnology)		13,802		2,230,540
Acadia Healthcare Co., Inc.* (Health Care Providers & Services)		711		58,530
Agilent Technologies, Inc. (Life Sciences Tools & Services)		2,311		345,841
agilon health, Inc.* (Health Care Providers & Services)		1,542		24,888
Align Technology, Inc.* (Health Care Equipment & Supplies)		567		119,580
Alkermes PLC* (Biotechnology)		1,281		33,473
Alnylam Pharmaceuticals, Inc.* (Biotechnology)		961		228,382
Amedisys, Inc.* (Health Care Providers & Services)		253		21,136
Amgen, Inc. (Biotechnology)		4,164		1,093,633
Apellis Pharmaceuticals, Inc.* (Biotechnology)		733		37,903
Arrowhead Pharmaceuticals, Inc.* (Biotechnology)		826		33,503
Avantor, Inc.* (Life Sciences Tools & Services)		5,260		110,933
Azenta, Inc.* (Life Sciences Tools & Services)		585		34,059
Baxter International, Inc. (Health Care Equipment & Supplies)		3,934		200,516
Beam Therapeutics, Inc.* (Biotechnology)		461		18,030
Becton, Dickinson & Co. (Health Care Equipment & Supplies)		2,226		566,072
Biogen, Inc.* (Biotechnology)		1,124		311,258
Biohaven, Ltd.* (Biotechnology)		498		6,912
BioMarin Pharmaceutical, Inc.* (Biotechnology)		1,451		150,164
Bio-Rad Laboratories, Inc.*—Class A (Life Sciences Tools & Services)		168		70,642
Bio-Techne Corp. (Life Sciences Tools & Services)		1,226		101,611
Blueprint Medicines Corp.* (Biotechnology)		466		20,415
Boston Scientific Corp.* (Health Care Equipment & Supplies)		11,179		517,252
Bristol-Myers Squibb Co. (Pharmaceuticals)		16,595		1,194,010
Bruker Corp. (Life Sciences Tools & Services)		781		53,381
Catalent, Inc.* (Pharmaceuticals)		1,404		63,194
Centene Corp.* (Health Care Providers & Services)		4,420		362,484
Charles River Laboratories International, Inc.* (Life Sciences Tools & Services)		397		86,506
Chemed Corp. (Health Care Providers & Services)		116		59,210
Cigna Corp. (Health Care Providers & Services)		2,386		790,577
CRISPR Therapeutics AG* (Biotechnology)		611		24,837
CVS Health Corp. (Health Care Providers & Services)		10,257		955,850
Danaher Corp. (Health Care Equipment & Supplies)		5,114		1,357,358
DaVita, Inc.* (Health Care Providers & Services)		430		32,108
Denali Therapeutics, Inc.* (Biotechnology)		859		23,889
DENTSPLY SIRONA, Inc. (Health Care Equipment & Supplies)		1,678		53,428
DexCom, Inc.* (Health Care Equipment & Supplies)		3,014		341,305
Doximity, Inc.*—Class A (Health Care Technology)		886		29,734
Edwards Lifesciences Corp.* (Health Care Equipment & Supplies)		4,828		360,217
Elanco Animal Health, Inc.* (Pharmaceuticals)		3,477		42,489
Elevance Health, Inc. (Health Care Providers & Services)		1,864		956,176
Eli Lilly & Co. (Pharmaceuticals)		6,155		2,251,744
Encompass Health Corp. (Health Care Providers & Services)		779		46,592
Enovis Corp.* (Health Care Equipment & Supplies)		373		19,963
Envista Holdings Corp.* (Health Care Equipment & Supplies)		1,271		42,795
Exact Sciences Corp.* (Biotechnology)		1,386		68,621
Exelixis, Inc.* (Biotechnology)		2,516		40,357
Fate Therapeutics, Inc.* (Biotechnology)		642		6,478
Gilead Sciences, Inc. (Biotechnology)		9,792		840,643
Globus Medical, Inc.* (Health Care Equipment & Supplies)		605		44,933
Guardant Health, Inc.* (Health Care Providers & Services)		799		21,733
Haemonetics Corp.* (Health Care Equipment & Supplies)		395		31,067
Halozyme Therapeutics, Inc.* (Biotechnology)		1,055		60,030
HCA Healthcare, Inc. (Health Care Providers & Services)		1,655		397,134
HealthEquity, Inc.* (Health Care Providers & Services)		660		40,682
Henry Schein, Inc.* (Health Care Providers & Services)		1,058		84,502
Hologic, Inc.* (Health Care Equipment & Supplies)		1,948		145,730
Horizon Therapeutics PLC* (Pharmaceuticals)		1,768		201,198
Humana, Inc. (Health Care Providers & Services)		987		505,532
ICU Medical, Inc.* (Health Care Equipment & Supplies)		157		24,724
IDEXX Laboratories, Inc.* (Health Care Equipment & Supplies)		646		263,542
Illumina, Inc.* (Life Sciences Tools & Services)		1,228		248,302
Incyte Corp.* (Biotechnology)		1,441		115,741
Insulet Corp.* (Health Care Equipment & Supplies)		543		159,854
Integra LifeSciences Holdings Corp.* (Health Care Equipment & Supplies)		567		31,792
Intellia Therapeutics, Inc.* (Biotechnology)		665		23,202
Intuitive Surgical, Inc.* (Health Care Equipment & Supplies)		2,759		732,101
Ionis Pharmaceuticals, Inc.* (Biotechnology)		1,109		41,887
IQVIA Holdings, Inc.* (Life Sciences Tools & Services)		1,450		297,091
Jazz Pharmaceuticals PLC* (Pharmaceuticals)		492		78,381
Johnson & Johnson (Pharmaceuticals)		20,410		3,605,426

See accompanying notes to financial statements.

104 :: ProFund VP Health Care :: Financial Statements

Common Stocks, continued

	Shares		Value
Laboratory Corp. of America Holdings (Health Care Providers & Services)		691	$	162,717
LHC Group, Inc.* (Health Care Providers & Services)		242		39,129
Maravai LifeSciences Holdings, Inc.*—Class A (Life Sciences Tools & Services)		850		12,164
Masimo Corp.* (Health Care Equipment & Supplies)		378		55,925
McKesson Corp. (Health Care Providers & Services)		1,108		415,633
Medpace Holdings, Inc.* (Life Sciences Tools & Services)		196		41,632
Medtronic PLC (Health Care Equipment & Supplies)		10,373		806,190
Merck & Co., Inc. (Pharmaceuticals)		19,790		2,195,701
Mettler-Toledo International, Inc.* (Life Sciences Tools & Services)		174		251,508
Mirati Therapeutics, Inc.* (Biotechnology)		404		18,305
Moderna, Inc.* (Biotechnology)		2,579		463,240
Molina Healthcare, Inc.* (Health Care Providers & Services)		457		150,911
Natera, Inc.* (Biotechnology)		852		34,225
Neurocrine Biosciences, Inc.* (Biotechnology)		750		89,580
Novavax, Inc.* (Biotechnology)		611		6,281
Novocure, Ltd.* (Health Care Equipment & Supplies)		704		51,638
NuVasive, Inc.* (Health Care Equipment & Supplies)		407		16,785
Oak Street Health, Inc.* (Health Care Providers & Services)		909		19,553
Omnicell, Inc.* (Health Care Technology)		348		17,546
Option Care Health, Inc.* (Health Care Providers & Services)		1,206		36,289
Organon & Co. (Pharmaceuticals)		1,985		55,441
Penumbra, Inc.* (Health Care Equipment & Supplies)		296		65,848
Perrigo Co. PLC (Pharmaceuticals)		1,051		35,829
Pfizer, Inc. (Pharmaceuticals)		43,811		2,244,875
Premier, Inc. (Health Care Providers & Services)		927		32,426
Quest Diagnostics, Inc. (Health Care Providers & Services)		889		139,075
QuidelOrtho Corp.* (Health Care Equipment & Supplies)		417		35,724
R1 RCM, Inc.* (Health Care Providers & Services)		1,071		11,727
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		836		603,166
Repligen Corp.* (Life Sciences Tools & Services)		403		68,232
ResMed, Inc. (Health Care Equipment & Supplies)		1,143		237,893
Royalty Pharma PLC—Class A (Pharmaceuticals)		2,892		114,292
Sarepta Therapeutics, Inc.* (Biotechnology)		685		88,762
Seagen, Inc.* (Biotechnology)		1,072		137,763
Shockwave Medical, Inc.* (Health Care Equipment & Supplies)		282		57,982
Signify Health, Inc.*—Class A (Health Care Providers & Services)		543		15,562
Sotera Health Co.* (Life Sciences Tools & Services)		769		6,406
STAAR Surgical Co.* (Health Care Equipment & Supplies)		376		18,251
STERIS PLC (Health Care Equipment & Supplies)		780		144,058
Stryker Corp. (Health Care Equipment & Supplies)		2,628		642,520
Syneos Health, Inc.* (Life Sciences Tools & Services)		803		29,454
Tandem Diabetes Care, Inc.* (Health Care Equipment & Supplies)		502		22,565
Teladoc Health, Inc.* (Health Care Technology)		1,262		29,847
Teleflex, Inc. (Health Care Equipment & Supplies)		366		91,365
Tenet Healthcare Corp.* (Health Care Providers & Services)		844		41,179
The Cooper Cos., Inc. (Health Care Equipment & Supplies)		385		127,308
Thermo Fisher Scientific, Inc. (Life Sciences Tools & Services)		3,061		1,685,663
Ultragenyx Pharmaceutical, Inc.* (Biotechnology)		547		25,343
United Therapeutics Corp.* (Biotechnology)		356		99,000
UnitedHealth Group, Inc. (Health Care Providers & Services)		7,293		3,866,602
Universal Health Services, Inc.—Class B (Health Care Providers & Services)		501		70,586
Vertex Pharmaceuticals, Inc.* (Biotechnology)		2,003		578,426
Viatris, Inc. (Pharmaceuticals)		9,459		105,279
Vir Biotechnology, Inc.* (Biotechnology)		591		14,958
Waters Corp.* (Life Sciences Tools & Services)		464		158,957
West Pharmaceutical Services, Inc. (Health Care Equipment & Supplies)		577		135,797
Zimmer Biomet Holdings, Inc. (Health Care Equipment & Supplies)		1,638		208,845
Zoetis, Inc. (Pharmaceuticals)		3,637		533,002
TOTAL COMMON STOCKS (Cost $10,336,224)				42,601,841

Repurchase Agreements^(a) (1.1%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $473,219	$	473,000	$	473,000
TOTAL REPURCHASE AGREEMENTS (Cost $473,000)				473,000
TOTAL INVESTMENT SECURITIES (Cost $10,809,224)—98.7%				43,074,841
Net other assets (liabilities)—1.3%				560,601
NET ASSETS—100.0%			$	43,635,442

*	Non-income producing security.
(a)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Health Care :: 105

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Health Care Index	Goldman Sachs International	1/23/23		4.93	%	$	1,017,082	$	(516	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Health Care invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Biotechnology	$	7,568,947		17.3	%
Health Care Equipment & Supplies		9,224,944		21.1	%
Health Care Providers & Services		9,380,396		21.5	%
Health Care Technology		77,127		0.2	%
Life Sciences Tools & Services		3,629,566		8.3	%
Pharmaceuticals		12,720,861		29.2	%
Other**		1,033,601		2.4	%
Total	$	43,635,442		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

106 :: ProFund VP Health Care :: Financial Statements  

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	10,809,224
Securities, at value		42,601,841
Repurchase agreements, at value		473,000
Total Investment Securities, at value		43,074,841
Cash		322
Segregated cash balances for swap agreements with custodian		40,000
Dividends and interest receivable		29,175
Receivable for capital shares issued		1,450,196
Prepaid expenses		131
TOTAL ASSETS		44,594,665
LIABILITIES:
Payable for capital shares redeemed		95,546
Payable for investments purchased		751,322
Unrealized depreciation on swap agreements		516
Advisory fees payable		27,759
Management services fees payable		3,701
Administration fees payable		3,920
Administrative services fees payable		12,959
Distribution fees payable		17,668
Transfer agency fees payable		6,722
Fund accounting fees payable		2,253
Compliance services fees payable		296
Other accrued expenses		36,561
TOTAL LIABILITIES		959,223
NET ASSETS	$	43,635,442
NET ASSETS CONSIST OF:
Capital	$	9,169,063
Total distributable earnings (loss)		34,466,379
NET ASSETS	$	43,635,442
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		586,221
Net Asset Value (offering and redemption price per share)	$	74.44

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	663,805
Interest		8,170
Net income from securities lending		36
TOTAL INVESTMENT INCOME		672,011
EXPENSES:
Advisory fees		340,229
Management services fees		45,364
Administration fees		42,931
Transfer agency fees		37,637
Administrative services fees		102,926
Distribution fees		113,410
Custody fees		6,146
Fund accounting fees		24,812
Trustee fees		766
Compliance services fees		296
Other fees		51,791
Total Gross Expenses before reductions		766,308
Expenses reduced and reimbursed by the Advisor		(4,193	)
TOTAL NET EXPENSES		762,115
NET INVESTMENT INCOME (LOSS)		(90,104	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		4,779,776
Net realized gains (losses) on swap agreements		(66,982	)
Change in net unrealized appreciation/depreciation on investment securities		(9,073,304	)
Change in net unrealized appreciation/depreciation on swap agreements		(11,283	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(4,371,793	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(4,461,897	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Health Care :: 107

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(90,104	)	$	(158,535	)
Net realized gains (losses) on investments		4,712,794			3,098,808
Change in net unrealized appreciation/depreciation on investments		(9,084,587	)		7,295,480
Change in net assets resulting from operations		(4,461,897	)		10,235,753
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(2,591,704	)		(4,237,991	)
Change in net assets resulting from distributions		(2,591,704	)		(4,237,991	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		36,697,592			19,002,003
Distributions reinvested		2,591,704			4,237,991
Value of shares redeemed		(44,277,294	)		(25,561,869	)
Change in net assets resulting from capital transactions		(4,987,998	)		(2,321,875	)
Change in net assets		(12,041,599	)		3,675,887
NET ASSETS:
Beginning of period		55,677,041			52,001,154
End of period	$	43,635,442		$	55,677,041
SHARE TRANSACTIONS:
Issued		489,490			240,693
Reinvested		36,982			57,817
Redeemed		(602,531	)		(325,367	)
Change in shares		(76,059	)		(26,857	)

See accompanying notes to financial statements.

108 :: ProFund VP Health Care :: Financial Highlights  

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	84.07		$	75.46		$	74.91		$	71.82		$	73.28
Investment Activities:
Net investment income (loss)(a)		(0.15	)		(0.24	)		0.03			(0.01	)		(0.06	)
Net realized and unrealized gains (losses) on investments		(5.18	)		15.51			10.27			12.63			3.29
Total income (loss) from investment activities		(5.33	)		15.27			10.30			12.62			3.23
Distributions to Shareholders From:
Net investment income		—			(0.03	)		—			—			—
Net realized gains on investments		(4.30	)		(6.63	)		(9.75	)		(9.53	)		(4.69	)
Total distributions		(4.30	)		(6.66	)		(9.75	)		(9.53	)		(4.69	)
Net Asset Value, End of Period	$	74.44		$	84.07		$	75.46		$	74.91		$	71.82
Total Return(b)		(6.03	)%		21.54	%		14.44	%		19.37	%		4.44	%
Ratios to Average Net Assets:
Gross expenses(b)		1.69	%		1.68	%		1.73	%		1.72	%		1.66	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.65	%
Net investment income (loss)(b)		(0.20	)%		(0.30	)%		0.04	%		(0.01	)%		(0.08	)%
Supplemental Data:
Net assets, end of period (000’s)	$	43,635		$	55,677		$	52,001		$	49,409		$	52,173
Portfolio turnover rate(c)		30	%		10	%		58	%		33	%		61	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Industrials :: 109

ProFund VP Industrials (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Industrials^SM Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -15.60%. For the same period, the Index had a total return of -14.04%¹ and a volatility of 23.79%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the industrial sector of the U.S. equity market. Component companies include, among others, building materials, heavy construction, factory equipment, heavy machinery, industrial services, pollution control, containers and packaging, industrial diversified, air freight, marine transportation, railroads, trucking, land-transportation equipment, shipbuilding, transportation services, advanced industrial equipment, electric components and equipment, and aerospace.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Industrials from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Industrials		-15.60	%		5.48	%		10.22	%
Dow Jones U.S. IndustrialsSM Index		-14.04	%		7.18	%		12.06	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Industrials		1.69	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		98	%
Swap Agreements		3	%
Total Exposure		101	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Accenture PLC		3.8	%
Raytheon Technologies Corp.		3.4	%
Honeywell International, Inc.		3.3	%
Union Pacific Corp.		2.9	%
United Parcel Service, Inc.		2.9	%

Dow Jones U.S. Industrials^SM Index – Composition

	% of Index
Capital Goods		55	%
Software & Services		15	%
Transportation		12	%
Commercial & Professional Services		7	%
Materials		6	%
Technology Hardware & Equipment		5	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

110 :: ProFund VP Industrials :: Financial Statements  

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (98.3%)

	Shares		Value
3M Co. (Industrial Conglomerates)		1,797	$	215,496
A.O. Smith Corp. (Building Products)		412		23,583
Accenture PLC—Class A (IT Services)		2,048		546,489
Acuity Brands, Inc. (Electrical Equipment)		105		17,389
Advanced Drainage Systems, Inc. (Building Products)		207		16,968
AECOM (Construction & Engineering)		454		38,558
Affirm Holdings, Inc.* (IT Services)		681		6,585
AGCO Corp. (Machinery)		201		27,877
Air Lease Corp. (Trading Companies & Distributors)		335		12,871
Alight, Inc.*—Class A (Professional Services)		873		7,298
Allegion PLC (Building Products)		286		30,104
Allison Transmission Holdings, Inc. (Machinery)		301		12,522
Amcor PLC (Containers & Packaging)		4,841		57,656
AMETEK, Inc. (Electrical Equipment)		747		104,371
Amphenol Corp.—Class A (Electronic Equipment, Instruments & Components)		1,935		147,330
Applied Industrial Technologies, Inc. (Trading Companies & Distributors)		125		15,754
AptarGroup, Inc. (Containers & Packaging)		212		23,316
Ardagh Metal Packaging SA (Containers & Packaging)		490		2,357
Armstrong World Industries, Inc. (Building Products)		148		10,151
Arrow Electronics, Inc.* (Electronic Equipment, Instruments & Components)		200		20,914
ASGN, Inc.* (Professional Services)		162		13,200
Automatic Data Processing, Inc. (IT Services)		1,349		322,222
Avery Dennison Corp. (Containers & Packaging)		263		47,603
Avnet, Inc. (Electronic Equipment, Instruments & Components)		298		12,391
Axon Enterprise, Inc.* (Aerospace & Defense)		220		36,505
Ball Corp. (Containers & Packaging)		1,021		52,214
Berry Global Group, Inc. (Containers & Packaging)		407		24,595
Block, Inc.*—Class A (IT Services)		1,747		109,781
Booz Allen Hamilton Holding Corp. (Professional Services)		430		44,944
Broadridge Financial Solutions, Inc. (IT Services)		383		51,372
Builders FirstSource, Inc.* (Building Products)		479		31,078
BWX Technologies, Inc. (Aerospace & Defense)		297		17,250
C.H. Robinson Worldwide, Inc. (Air Freight & Logistics)		383		35,067
CACI International, Inc.*—Class A (Professional Services)		76		22,845
Carlisle Cos., Inc. (Building Products)		168		39,589
Carrier Global Corp. (Building Products)		2,719		112,159
Caterpillar, Inc. (Machinery)		1,692		405,335
ChargePoint Holdings, Inc.*(a) (Electrical Equipment)		851		8,110
Chart Industries, Inc.* (Machinery)		136		15,671
Cintas Corp. (Commercial Services & Supplies)		281		126,905
Clarivate PLC* (Professional Services)		1,403		11,701
Clean Harbors, Inc.* (Commercial Services & Supplies)		163		18,602
Cognex Corp. (Electronic Equipment, Instruments & Components)		562		26,476
Coherent Corp.* (Electronic Equipment, Instruments & Components)		451		15,830
Concentrix Corp. (IT Services)		138		18,376
Core & Main, Inc.*—Class A (Trading Companies & Distributors)		235		4,538
Corning, Inc. (Electronic Equipment, Instruments & Components)		2,475		79,052
Crane Holdings Co. (Machinery)		155		15,570
Crown Holdings, Inc. (Containers & Packaging)		390		32,062
CSX Corp. (Road & Rail)		6,835		211,748
Cummins, Inc. (Machinery)		458		110,969
Curtiss-Wright Corp. (Aerospace & Defense)		125		20,874
Deere & Co. (Machinery)		893		382,882
Donaldson Co., Inc. (Machinery)		398		23,430
Dover Corp. (Machinery)		456		61,747
Dun & Bradstreet Holdings, Inc. (Professional Services)		708		8,680
Eagle Materials, Inc. (Construction Materials)		120		15,942
Eaton Corp. PLC (Electrical Equipment)		1,293		202,936
EMCOR Group, Inc. (Construction & Engineering)		155		22,957
Emerson Electric Co. (Electrical Equipment)		1,923		184,723
EnerSys (Electrical Equipment)		133		9,821
Equifax, Inc. (Professional Services)		398		77,355
Euronet Worldwide, Inc.* (IT Services)		153		14,440
Expeditors International of Washington, Inc. (Air Freight & Logistics)		517		53,727
Fastenal Co. (Trading Companies & Distributors)		1,862		88,109
FedEx Corp. (Air Freight & Logistics)		778		134,750
Ferguson PLC (Trading Companies & Distributors)		678		86,085
Fidelity National Information Services, Inc. (IT Services)		1,930		130,951
Fiserv, Inc.* (IT Services)		2,065		208,710
FleetCor Technologies, Inc.* (IT Services)		240		44,083
Flowserve Corp. (Machinery)		425		13,039
Fortive Corp. (Machinery)		1,150		73,888
Fortune Brands Innovations, Inc. (Building Products)		417		23,815
FTI Consulting, Inc.* (Professional Services)		112		17,786
Gates Industrial Corp. PLC* (Machinery)		331		3,777
Generac Holdings, Inc.* (Electrical Equipment)		206		20,736
General Dynamics Corp. (Aerospace & Defense)		732		181,617
General Electric Co. (Industrial Conglomerates)		3,552		297,622
Genpact, Ltd. (IT Services)		548		25,383
Global Payments, Inc. (IT Services)		879		87,302
Graco, Inc. (Machinery)		548		36,858
Graphic Packaging Holding Co. (Containers & Packaging)		998		22,206
GXO Logistics, Inc.* (Air Freight & Logistics)		386		16,478
HEICO Corp. (Aerospace & Defense)		129		19,820
HEICO Corp.—Class A (Aerospace & Defense)		227		27,206
Hertz Global Holdings, Inc.* (Road & Rail)		543		8,357
Hexcel Corp. (Aerospace & Defense)		274		16,125

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Industrials :: 111

Common Stocks, continued

	Shares		Value
Honeywell International, Inc. (Industrial Conglomerates)		2,186	$	468,460
Howmet Aerospace, Inc. (Aerospace & Defense)		1,197		47,174
Hubbell, Inc. (Electrical Equipment)		175		41,069
Huntington Ingalls Industries, Inc. (Aerospace & Defense)		130		29,988
IDEX Corp. (Machinery)		245		55,941
Illinois Tool Works, Inc. (Machinery)		909		200,252
Ingersoll Rand, Inc. (Machinery)		1,316		68,761
Insperity, Inc. (Professional Services)		116		13,178
International Paper Co. (Containers & Packaging)		1,156		40,032
IPG Photonics Corp. (Electronic Equipment, Instruments & Components)		105		9,940
ITT, Inc. (Machinery)		269		21,816
J.B. Hunt Transport Services, Inc. (Road & Rail)		269		46,903
Jabil, Inc. (Electronic Equipment, Instruments & Components)		438		29,872
Jack Henry & Associates, Inc. (IT Services)		237		41,608
Jacobs Solutions, Inc. (Professional Services)		415		49,829
Johnson Controls International PLC (Building Products)		2,239		143,296
KBR, Inc. (Professional Services)		446		23,549
Keysight Technologies, Inc.* (Electronic Equipment, Instruments & Components)		581		99,392
Kirby Corp.* (Marine)		195		12,548
Knight-Swift Transportation Holdings, Inc. (Road & Rail)		522		27,358
L3Harris Technologies, Inc. (Aerospace & Defense)		619		128,882
Landstar System, Inc. (Road & Rail)		117		19,059
Leidos Holdings, Inc. (Professional Services)		444		46,704
Lennox International, Inc. (Building Products)		105		25,119
Lincoln Electric Holdings, Inc. (Machinery)		188		27,164
Littelfuse, Inc. (Electronic Equipment, Instruments & Components)		80		17,616
Lockheed Martin Corp. (Aerospace & Defense)		758		368,759
Louisiana-Pacific Corp. (Paper & Forest Products)		233		13,794
ManpowerGroup, Inc. (Professional Services)		164		13,646
Marqeta, Inc.*—Class A (IT Services)		1,434		8,762
Martin Marietta Materials, Inc. (Construction Materials)		202		68,270
Masco Corp. (Building Products)		733		34,209
MasTec, Inc.* (Construction & Engineering)		192		16,383
Masterbrand, Inc.* (Building Products)		420		3,171
MAXIMUS, Inc. (IT Services)		197		14,446
MDU Resources Group, Inc. (Construction & Engineering)		661		20,055
Mercury Systems, Inc.* (Aerospace & Defense)		189		8,456
MSA Safety, Inc. (Commercial Services & Supplies)		120		17,303
MSC Industrial Direct Co., Inc. (Trading Companies & Distributors)		154		12,582
National Instruments Corp. (Electronic Equipment, Instruments & Components)		424		15,646
Nikola Corp.*(a) (Machinery)		1,105		2,387
Nordson Corp. (Machinery)		175		41,601
Norfolk Southern Corp. (Road & Rail)		753		185,554
Northrop Grumman Corp. (Aerospace & Defense)		470		256,437
nVent Electric PLC (Electrical Equipment)		542		20,851
Old Dominion Freight Line, Inc. (Road & Rail)		295		83,715
Oshkosh Corp. (Machinery)		213		18,784
Otis Worldwide Corp. (Machinery)		1,354		106,032
Owens Corning (Building Products)		304		25,931
PACCAR, Inc. (Machinery)		1,131		111,935
Packaging Corp. of America (Containers & Packaging)		301		38,501
Parker-Hannifin Corp. (Machinery)		417		121,346
Paychex, Inc. (IT Services)		1,043		120,529
PayPal Holdings, Inc.* (IT Services)		3,706		263,941
Pentair PLC (Machinery)		535		24,064
PerkinElmer, Inc. (Life Sciences Tools & Services)		410		57,490
Quanta Services, Inc. (Construction & Engineering)		465		66,264
Raytheon Technologies Corp. (Aerospace & Defense)		4,779		482,296
RBC Bearings, Inc.* (Machinery)		94		19,679
Regal Rexnord Corp. (Electrical Equipment)		215		25,796
Republic Services, Inc. (Commercial Services & Supplies)		668		86,165
Robert Half International, Inc. (Professional Services)		353		26,062
Rockwell Automation, Inc. (Electrical Equipment)		373		96,074
RXO, Inc.* (Road & Rail)		374		6,433
Saia, Inc.* (Road & Rail)		86		18,032
Science Applications International Corp. (Professional Services)		179		19,856
Sealed Air Corp. (Containers & Packaging)		470		23,444
Sensata Technologies Holding PLC (Electrical Equipment)		497		20,069
Shift4 Payments, Inc.*—Class A (IT Services)		172		9,620
Shoals Technologies Group, Inc.*—Class A (Electrical Equipment)		441		10,879
Silgan Holdings, Inc. (Containers & Packaging)		272		14,100
Siteone Landscape Supply, Inc.* (Trading Companies & Distributors)		147		17,246
Snap-on, Inc. (Machinery)		173		39,529
Sonoco Products Co. (Containers & Packaging)		317		19,245
SS&C Technologies Holdings, Inc. (Software)		713		37,119
Stericycle, Inc.* (Commercial Services & Supplies)		300		14,967
Sunrun, Inc.* (Electrical Equipment)		693		16,646
TE Connectivity, Ltd. (Electronic Equipment, Instruments & Components)		1,034		118,703
Teledyne Technologies, Inc.* (Electronic Equipment, Instruments & Components)		152		60,786
Tetra Tech, Inc. (Commercial Services & Supplies)		172		24,973
Textron, Inc. (Aerospace & Defense)		679		48,073
The Boeing Co.* (Aerospace & Defense)		1,821		346,882
The Middleby Corp.* (Machinery)		175		23,433
The Sherwin-Williams Co. (Chemicals)		767		182,032
The Timken Co. (Machinery)		215		15,194
The Toro Co. (Machinery)		339		38,375
The Western Union Co. (IT Services)		1,255		17,281
Toast, Inc.*—Class A (IT Services)		1,005		18,120
Trane Technologies PLC (Building Products)		749		125,899
TransDigm Group, Inc. (Aerospace & Defense)		168		105,781

See accompanying notes to financial statements.

112 :: ProFund VP Industrials :: Financial Statements  

Common Stocks, continued

	Shares		Value
TransUnion (Professional Services)		626	$	35,526
Trex Co., Inc.* (Building Products)		357		15,112
Trimble, Inc.* (Electronic Equipment, Instruments & Components)		802		40,549
TriNet Group, Inc.* (Professional Services)		116		7,865
UFP Industries, Inc. (Building Products)		200		15,850
Union Pacific Corp. (Road & Rail)		1,999		413,934
United Parcel Service, Inc.—Class B (Air Freight & Logistics)		2,373		412,523
United Rentals, Inc.* (Trading Companies & Distributors)		225		79,970
Univar Solutions, Inc.* (Trading Companies & Distributors)		530		16,854
Valmont Industries, Inc. (Construction & Engineering)		69		22,816
Verisk Analytics, Inc. (Professional Services)		508		89,621
Vertiv Holdings Co. (Electrical Equipment)		981		13,400
Vontier Corp. (Electronic Equipment, Instruments & Components)		514		9,936
Vulcan Materials Co. (Construction Materials)		432		75,647
W.W. Grainger, Inc. (Trading Companies & Distributors)		146		81,213
Waste Management, Inc. (Commercial Services & Supplies)		1,214		190,452
Watsco, Inc. (Trading Companies & Distributors)		108		26,935
WESCO International, Inc.* (Trading Companies & Distributors)		145		18,154
Westinghouse Air Brake Technologies Corp. (Machinery)		591		58,988
WestRock Co. (Containers & Packaging)		827		29,077
WEX, Inc.* (IT Services)		142		23,238
WillScot Mobile Mini Holdings Corp.* (Construction & Engineering)		679		30,670
Woodward, Inc. (Machinery)		196		18,936
XPO, Inc.* (Air Freight & Logistics)		374		12,450
Xylem, Inc. (Machinery)		586		64,794
Zebra Technologies Corp.* (Electronic Equipment, Instruments & Components)		168		43,077
Zurn Elkay Water Solutions Corp. (Building Products)		474		10,025
TOTAL COMMON STOCKS (Cost $5,369,279)				13,958,321

Repurchase Agreements^(b) (2.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $312,144	$	312,000	$	312,000
TOTAL REPURCHASE AGREEMENTS (Cost $312,000)				312,000

Collateral for Securities Loaned^(c) (0.1%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(d)		10,496	$	10,496
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $10,496)				10,496
TOTAL INVESTMENT SECURITIES (Cost $5,691,775)—100.6%				14,280,817
Net other assets (liabilities)—(0.6)%				(87,112	)
NET ASSETS—100.0%			$	14,193,705

*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $10,466.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Industrials Index	Goldman Sachs International	1/23/23		4.93	%	$	354,985	$	(24	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Industrials :: 113

ProFund VP Industrials invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Aerospace & Defense	$	2,142,125		15.1	%
Air Freight & Logistics		664,995		4.7	%
Building Products		686,059		4.8	%
Chemicals		182,032		1.3	%
Commercial Services & Supplies		479,367		3.4	%
Construction & Engineering		217,703		1.5	%
Construction Materials		159,859		1.1	%
Containers & Packaging		426,408		3.0	%
Electrical Equipment		792,870		5.6	%
Electronic Equipment, Instruments & Components		747,510		5.3	%
Industrial Conglomerates		981,578		6.9	%
IT Services		2,083,239		14.6	%
Life Sciences Tools & Services		57,490		0.4	%
Machinery		2,262,576		16.0	%
Marine		12,548		0.1	%
Paper & Forest Products		13,794		0.1	%
Professional Services		529,645		3.7	%
Road & Rail		1,021,093		7.2	%
Software		37,119		0.3	%
Trading Companies & Distributors		460,311		3.2	%
Other**		235,384		1.7	%
Total	$	14,193,705		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

114 :: ProFund VP Industrials :: Financial Statements  

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	5,691,775
Securities, at value(a)		13,968,817
Repurchase agreements, at value		312,000
Total Investment Securities, at value		14,280,817
Cash		147
Dividends and interest receivable		12,349
Prepaid expenses		41
TOTAL ASSETS		14,293,354
LIABILITIES:
Payable for collateral for securities loaned		10,496
Payable for capital shares redeemed		52,591
Unrealized depreciation on swap agreements		24
Advisory fees payable		8,919
Management services fees payable		1,189
Administration fees payable		1,295
Administrative services fees payable		5,252
Distribution fees payable		5,920
Transfer agency fees payable		2,214
Fund accounting fees payable		791
Compliance services fees payable		89
Other accrued expenses		10,869
TOTAL LIABILITIES		99,649
NET ASSETS	$	14,193,705
NET ASSETS CONSIST OF:
Capital	$	5,338,429
Total distributable earnings (loss)		8,855,276
NET ASSETS	$	14,193,705
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		170,973
Net Asset Value (offering and redemption price per share)	$	83.02

^(a) Includes securities on loan valued at: $ 10,466

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	197,001
Interest		4,833
Foreign tax withholding		(26	)
Net income from securities lending		224
TOTAL INVESTMENT INCOME		202,032
EXPENSES:
Advisory fees		102,758
Management services fees		13,701
Administration fees		13,082
Transfer agency fees		11,252
Administrative services fees		34,853
Distribution fees		34,253
Custody fees		2,433
Fund accounting fees		7,992
Trustee fees		227
Compliance services fees		89
Other fees		15,210
Total Gross Expenses before reductions		235,850
Expenses reduced and reimbursed by the Advisor		(5,672	)
TOTAL NET EXPENSES		230,178
NET INVESTMENT INCOME (LOSS)		(28,146	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		1,683,330
Net realized gains (losses) on swap agreements		(104,459	)
Change in net unrealized appreciation/depreciation on investment securities		(4,564,144	)
Change in net unrealized appreciation/depreciation on swap agreements		(8,844	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(2,994,117	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(3,022,263	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Industrials :: 115

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(28,146	)	$	(95,360	)
Net realized gains (losses) on investments		1,578,871			209,311
Change in net unrealized appreciation/depreciation on investments		(4,572,988	)		2,853,119
Change in net assets resulting from operations		(3,022,263	)		2,967,070
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(189,895	)		(1,172,179	)
Change in net assets resulting from distributions		(189,895	)		(1,172,179	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		21,624,152			26,430,009
Distributions reinvested		189,895			1,172,179
Value of shares redeemed		(26,212,020	)		(24,672,981	)
Change in net assets resulting from capital transactions		(4,397,973	)		2,929,207
Change in net assets		(7,610,131	)		4,724,098
NET ASSETS:
Beginning of period		21,803,836			17,079,738
End of period	$	14,193,705		$	21,803,836
SHARE TRANSACTIONS:
Issued		257,965			270,168
Reinvested		2,314			12,291
Redeemed		(307,455	)		(252,655	)
Change in shares		(47,176	)		29,804

See accompanying notes to financial statements.

116 :: ProFund VP Industrials :: Financial Highlights  

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	99.95		$	90.68		$	79.25		$	72.70		$	83.42
Investment Activities:
Net investment income (loss)(a)		(0.18	)		(0.44	)		(0.15	)		0.10			(0.07	)
Net realized and unrealized gains (losses) on investments		(15.43	)		15.06			13.24			20.77			(10.56	)
Total income (loss) from investment activities		(15.61	)		14.62			13.09			20.87			(10.63	)
Distributions to Shareholders From:
Net investment income		—			—			(0.14	)		—			(0.09	)
Net realized gains on investments		(1.32	)		(5.35	)		(1.52	)		(14.32	)		—
Total distributions		(1.32	)		(5.35	)		(1.66	)		(14.32	)		(0.09	)
Net Asset Value, End of Period	$	83.02		$	99.95		$	90.68		$	79.25		$	72.70
Total Return(b)		(15.60	)%		16.40	%		16.76	%		30.49	%		(12.76	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.72	%		1.69	%		1.75	%		1.71	%		1.68	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.67	%
Net investment income (loss)(b)		(0.21	)%		(0.45	)%		(0.20	)%		0.12	%		(0.09	)%
Supplemental Data:
Net assets, end of period (000’s)	$	14,194		$	21,804		$	17,080		$	17,879		$	11,116
Portfolio turnover rate(c)		73	%		72	%		123	%		71	%		67	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP International :: 117

ProFund VP International (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Morgan Stanley Capital International Europe, Australasia and Far East (“MSCI EAFE”) Index^® (the “Index”). Since the foreign markets are not open when this Fund values its shares, it determines its success in meeting this investment objective by comparing its daily return on a given day with the daily performance of related futures contracts traded in the United States. For the year ended December 31, 2022, the Fund had a total return of -16.45%. For the same period, the Index had a total return of -14.45%¹ and a volatility of 19.95%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to that of the daily performance of the U.S.-traded MSCI EAFE futures contract.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index includes 85% of free-float adjusted, market capitalization in each industry group in developed market countries, excluding the U.S. and Canada. As of December 31, 2022, the Index has constituent companies from the following 21 developed market countries: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The Index levels and the price of the related futures contracts are expressed in U.S. dollar terms and as such they should generally reflect the relative movement of the U.S. dollar against the basket of foreign currencies represented by the constituent companies in the Index.

During the year ended December 31, 2022, the Fund invested in swap agreements as a substitute for investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP International from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP International		-16.45	%		-0.85	%		2.05	%
MSCI EAFE Index®		-14.45	%		1.54	%		4.67	%

Expense Ratios**

Fund	Gross			Net
ProFund VP International		1.60	%		1.60	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		100	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP International primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

MSCI EAFE Index – Composition

Industry Breakdown	% of Index
Financials		18	%
Industrials		15	%
Health Care		14	%
Consumer Discretionary		11	%
Consumer Staples		10	%
Information Technology		8	%
Materials		8	%
Energy		5	%
Communication Services		5	%
Utilities		3	%
Real Estate		3	%

Country Composition
Japan	22	%
United Kingdom	15	%
France	12	%
Switzerland	10	%
Other	41	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the U.S.-traded MSCI EAFE futures contract and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

118 :: ProFund VP International :: Financial Statements  

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a)(b) (98.5%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $12,583,817	$	12,578,000	$	12,578,000
TOTAL REPURCHASE AGREEMENTS (Cost $12,578,000)				12,578,000
TOTAL INVESTMENT SECURITIES (Cost $12,578,000)—98.5%				12,578,000
Net other assets (liabilities)—1.5%				194,400
NET ASSETS—100.0%			$	12,772,400

(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $1,741,000.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
MSCI EAFE Index	Goldman Sachs International	1/27/23		4.83	%	$	6,693,652	$	(41,510	)
MSCI EAFE Index UBS AG		1/27/23		5.13	%		6,084,392		(42,583	)
						$	12,778,044	$	(84,093	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

Financial Statements :: ProFund VP International :: 119

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	12,578,000
Repurchase agreements, at value		12,578,000
Total Investment Securities, at value		12,578,000
Cash		171
Segregated cash balances for swap agreements with custodian		51
Interest receivable		2,908
Receivable for capital shares issued		316,544
Prepaid expenses		28
TOTAL ASSETS		12,897,702
LIABILITIES:
Payable for capital shares redeemed		9,320
Unrealized depreciation on swap agreements		84,093
Advisory fees payable		7,234
Management services fees payable		964
Administration fees payable		983
Administrative services fees payable		6,105
Distribution fees payable		6,224
Transfer agency fees payable		1,686
Fund accounting fees payable		609
Compliance services fees payable		71
Other accrued expenses		8,013
TOTAL LIABILITIES		125,302
NET ASSETS	$	12,772,400
NET ASSETS CONSIST OF:
Capital	$	16,063,416
Total distributable earnings (loss)		(3,291,016	)
NET ASSETS	$	12,772,400
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		717,251
Net Asset Value (offering and redemption price per share)	$	17.81

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	152,432
EXPENSES:
Advisory fees		76,865
Management services fees		10,249
Administration fees		8,915
Transfer agency fees		8,503
Administrative services fees		25,159
Distribution fees		25,622
Custody fees		1,305
Fund accounting fees		5,487
Trustee fees		169
Compliance services fees		71
Other fees		10,058
Total Gross Expenses before reductions		172,403
Expenses reduced and reimbursed by the Advisor		(3,595	)
TOTAL NET EXPENSES		168,808
NET INVESTMENT INCOME (LOSS)		(16,376	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on swap agreements		(2,137,123	)
Change in net unrealized appreciation/depreciation on swap agreements		(29,429	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(2,166,552	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(2,182,928	)

See accompanying notes to financial statements.

120 :: ProFund VP International :: Financial Statements  

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(16,376	)	$	(194,581	)
Net realized gains (losses) on investments		(2,137,123	)		1,116,774
Change in net unrealized appreciation/depreciation on investments		(29,429	)		(47,845	)
Change in net assets resulting from operations		(2,182,928	)		874,348
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(461,505	)		—
Change in net assets resulting from distributions		(461,505	)		—
CAPITAL TRANSACTIONS:
Proceeds from shares issued		23,720,266			47,750,286
Distributions reinvested		461,505			—
Value of shares redeemed		(20,916,178	)		(42,005,838	)
Change in net assets resulting from capital transactions		3,265,593			5,744,448
Change in net assets		621,160			6,618,796
NET ASSETS:
Beginning of period		12,151,240			5,532,444
End of period	$	12,772,400		$	12,151,240
SHARE TRANSACTIONS:
Issued		1,257,801			2,190,643
Reinvested		25,469			—
Redeemed		(1,110,120	)		(1,916,162	)
Change in shares		173,150			274,481

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP International :: 121

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	22.33		$	20.52		$	19.66		$	16.53		$	23.47
Investment Activities:
Net investment income (loss)(a)		(0.03	)		(0.35	)		(0.24	)		0.08			0.04
Net realized and unrealized gains (losses) on investments		(3.63	)		2.16			1.19			3.10			(3.26	)
Total income (loss) from investment activities		(3.66	)		1.81			0.95			3.18			(3.22	)
Distributions to Shareholders From:
Net investment income		—			—			(0.09	)		(0.05	)		—
Net realized gains on investments		(0.86	)		—			—			—			(3.72	)
Total distributions		(0.86	)		—			(0.09	)		(0.05	)		(3.72	)
Net Asset Value, End of Period	$	17.81		$	22.33		$	20.52		$	19.66		$	16.53
Total Return(b)		(16.45	)%		8.82	%		4.90	%		19.27	%		(15.76	)%(c)
Ratios to Average Net Assets:
Gross expenses(b)		1.68	%		1.60	%		1.68	%		1.65	%		1.57	%
Net expenses(b)		1.65	%		1.60	%		1.68	%		1.65	%		1.50	%(c)
Net investment income (loss)(b)		(0.16	)%		(1.60	)%		(1.36	)%		0.43	%		0.20	%(c)
Supplemental Data:
Net assets, end of period (000’s)	$	12,772		$	12,151		$	5,532		$	5,679		$	6,140
Portfolio turnover rate(d)		—			—			—			—			—

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	During 2018, the Fund received a non-recurring reimbursement from a third party relating to expenses that were incurred in a prior year. Had this reimbursement not occurred, the net expense ratio and net investment income (loss) ratio would have been 1.57% and 0.13%, respectively, and the total return would have been (15.84)%.
(d)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

122 :: ProFund VP Internet :: Management Discussion of Fund Performance

ProFund VP Internet (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones Internet Composite^SM Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -46.13%. For the same period, the Index had a total return of -45.24%¹ and a volatility of 42.31%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of stocks in the U.S. equity markets that generate the majority of their revenues from the Internet. The Index is composed of two sub-groups: Internet Commerce, which includes companies that derive the majority of their revenues from providing goods and/or services through an open network, such as a web site, and Internet Services, which includes companies that derive the majority of their revenues from providing access to the Internet or providing services to people using the Internet.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

*     The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Internet from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Internet		-46.13	%		1.17	%		10.88	%
Dow Jones Internet CompositeSM Index		-45.24	%		2.89	%		12.78	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Internet		1.65	%		1.65	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		96	%
Swap Agreements		3	%
Total Exposure		99	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Alphabet, Inc.		9.0	%
Amazon.com, Inc.		8.1	%
Meta Platforms, Inc.		6.3	%
Cisco Systems, Inc.		5.3	%
Salesforce, Inc.		4.6	%

Dow Jones Internet Composite^SM Index – Composition

	% of Index
Interactive Media & Services		22	%
Software		22	%
IT Services		15	%
Internet & Direct Marketing Retail		14	%
Communications Equipment		12	%
Entertainment		5	%
Hotels, Restaurants & Leisure		5	%
Health Care Technology		3	%
Real Estate Management & Development		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Internet :: 123

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (96.0%)

	Shares		Value
Airbnb, Inc.*—Class A (Hotels, Restaurants & Leisure)		2,471	$	211,270
Akamai Technologies, Inc.* (IT Services)		1,689		142,383
Alphabet, Inc.*—Class A (Interactive Media & Services)		4,372		385,742
Alphabet, Inc.*—Class C (Interactive Media & Services)		3,876		343,917
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		7,801		655,283
Arista Networks, Inc.* (Communications Equipment)		1,670		202,655
Box, Inc.*—Class A (Software)		3,134		97,561
Ciena Corp.* (Communications Equipment)		2,479		126,379
Cisco Systems, Inc. (Communications Equipment)		8,975		427,570
Cloudflare, Inc.*—Class A (Software)		3,257		147,249
CommScope Holding Co., Inc.* (Communications Equipment)		7,938		58,344
Confluent, Inc.*—Class A (Software)		3,815		84,846
Coupa Software, Inc.* (Software)		1,527		120,893
Datadog, Inc.*—Class A (Software)		2,406		176,841
DocuSign, Inc.* (Software)		2,876		159,388
DoorDash, Inc.*—Class A (Internet & Direct Marketing Retail)		2,825		137,917
Dropbox, Inc.* (Software)		4,701		105,208
eBay, Inc. (Internet & Direct Marketing Retail)		4,347		180,270
Etsy, Inc.* (Internet & Direct Marketing Retail)		1,243		148,887
Expedia Group, Inc.* (Hotels, Restaurants & Leisure)		1,646		144,190
Fastly, Inc.*—Class A (IT Services)		5,491		44,971
GoDaddy, Inc.*—Class A (IT Services)		1,864		139,464
Juniper Networks, Inc. (Communications Equipment)		4,139		132,282
Match Group, Inc.* (Interactive Media & Services)		3,279		136,046
Meta Platforms, Inc.*—Class A (Interactive Media & Services)		4,227		508,677
Netflix, Inc.* (Entertainment)		1,210		356,805
Nutanix, Inc.*—Class A (Software)		3,682		95,916
Okta, Inc.* (IT Services)		2,053		140,281
Opendoor Technologies, Inc.*(a) (Real Estate Management & Development)		33,683		39,072
PayPal Holdings, Inc.* (IT Services)		4,133		294,353
Pinterest, Inc.*—Class A (Interactive Media & Services)		6,514		158,160
Salesforce, Inc.* (Software)		2,796		370,723
Smartsheet, Inc.* (Software)		2,615		102,926
Snap, Inc.* (Interactive Media & Services)		13,601		121,729
Snowflake, Inc.*—Class A (IT Services)		1,698		243,731
Teladoc Health, Inc.* (Health Care Technology)		3,453		81,663
Veeva Systems, Inc.*—Class A (Health Care Technology)		1,131		182,521
Workday, Inc.*—Class A (Software)		1,316		220,206
Zillow Group, Inc.*—Class A (Real Estate Management & Development)		869		27,121
Zillow Group, Inc.*—Class C (Real Estate Management & Development)		2,432		78,335
Zoom Video Communications, Inc.*—Class A (Software)		2,256		152,821
ZoomInfo Technologies, Inc.*—Class A (Interactive Media & Services)		4,092		123,210
TOTAL COMMON STOCKS (Cost $5,861,094)				7,807,806

Repurchase Agreements^(b) (2.5%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $203,094	$	203,000	$	203,000
TOTAL REPURCHASE AGREEMENTS (Cost $203,000)				203,000

Collateral for Securities Loaned^(c) (0.5%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(d)		41,674	$	41,674
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $41,674)				41,674
TOTAL INVESTMENT SECURITIES (Cost $6,105,768)—99.0%				8,052,480
Net other assets (liabilities)—1.0%				80,713
NET ASSETS—100.0%			$	8,133,193

*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $39,071.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

See accompanying notes to financial statements.

124 :: ProFund VP Internet :: Financial Statements

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones Internet Composite Index	Goldman Sachs International	1/23/23		4.93	%	$	248,964	$	1,021

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Internet invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Communications Equipment	$	947,230		11.6	%
Entertainment		356,805		4.4	%
Health Care Technology		264,184		3.2	%
Hotels, Restaurants & Leisure		355,460		4.4	%
Interactive Media & Services		1,777,481		21.8	%
Internet & Direct Marketing Retail		1,122,357		13.8	%
IT Services		1,005,183		12.4	%
Real Estate Management & Development		144,528		1.8	%
Software		1,834,578		22.6	%
Other**		325,387		4.0	%
Total	$	8,133,193		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Internet :: 125

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	6,105,768
Securities, at value(a)		7,849,480
Repurchase agreements, at value		203,000
Total Investment Securities, at value		8,052,480
Cash		570
Dividends and interest receivable		46
Unrealized appreciation on swap agreements		1,021
Receivable for capital shares issued		144,504
Prepaid expenses		37
TOTAL ASSETS		8,198,658
LIABILITIES:
Payable for collateral for securities loaned		41,674
Advisory fees payable		5,184
Management services fees payable		691
Administration fees payable		754
Administrative services fees payable		3,187
Distribution fees payable		3,682
Transfer agency fees payable		1,306
Fund accounting fees payable		438
Compliance services fees payable		63
Other accrued expenses		8,486
TOTAL LIABILITIES		65,465
NET ASSETS	$	8,133,193
NET ASSETS CONSIST OF:
Capital	$	5,649,985
Total distributable earnings (loss)		2,483,208
NET ASSETS	$	8,133,193
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		496,001
Net Asset Value (offering and redemption price per share)	$	16.40

^(a) Includes securities on loan valued at: $ 39,071

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	27,578
Interest		3,627
TOTAL INVESTMENT INCOME		31,205
EXPENSES:
Advisory fees		83,061
Management services fees		11,075
Administration fees		10,559
Transfer agency fees		8,983
Administrative services fees		27,001
Distribution fees		27,687
Custody fees		2,092
Fund accounting fees		5,951
Trustee fees		186
Compliance services fees		63
Other fees		11,485
Total Gross Expenses before reductions		188,143
Expenses reduced and reimbursed by the Advisor		(1,460	)
TOTAL NET EXPENSES		186,683
NET INVESTMENT INCOME (LOSS)		(155,478	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		1,485,345
Net realized gains (losses) on swap agreements		(135,349	)
Change in net unrealized appreciation/depreciation on investment securities		(9,209,792	)
Change in net unrealized appreciation/depreciation on swap agreements		5,307
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(7,854,489	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(8,009,967	)

See accompanying notes to financial statements.

126 :: ProFund VP Internet :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(155,478	)	$	(334,487	)
Net realized gains (losses) on investments		1,349,996			4,711,663
Change in net unrealized appreciation/depreciation on investments		(9,204,485	)		(3,204,682	)
Change in net assets resulting from operations		(8,009,967	)		1,172,494
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(3,971,476	)		(3,581,962	)
Change in net assets resulting from distributions		(3,971,476	)		(3,581,962	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		7,038,560			16,070,740
Distributions reinvested		3,971,476			3,581,962
Value of shares redeemed		(10,427,465	)		(24,109,917	)
Change in net assets resulting from capital transactions		582,571			(4,457,215	)
Change in net assets		(11,398,872	)		(6,866,683	)
NET ASSETS:
Beginning of period		19,532,065			26,398,748
End of period	$	8,133,193		$	19,532,065
SHARE TRANSACTIONS:
Issued		282,005			279,532
Reinvested		212,720			74,485
Redeemed		(379,441	)		(424,181	)
Change in shares		115,284			(70,164	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Internet :: 127

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019(a)			Year Ended Dec. 31, 2018(a)
Net Asset Value, Beginning of Period	$	51.30		$	58.55		$	43.10		$	37.40		$	37.12
Investment Activities:
Net investment income (loss)(b)		(0.36	)		(0.84	)		(0.69	)		(0.54	)		(0.59	)
Net realized and unrealized gains (losses) on investments		(21.75	)		3.30			22.44			7.27			2.80
Total income (loss) from investment activities		(22.11	)		2.46			21.75			6.73			2.21
Distributions to Shareholders From:
Net realized gains on investments		(12.79	)		(9.71	)		(6.30	)		(1.03	)		(1.93	)
Net Asset Value, End of Period	$	16.40		$	51.30		$	58.55		$	43.10		$	37.40
Total Return(c)		(46.13	)%		5.30	%		50.82	%		18.03	%		4.93	%
Ratios to Average Net Assets:
Gross expenses(c)		1.70	%		1.68	%		1.71	%		1.69	%		1.64	%
Net expenses(c)		1.69	%(d)		1.68	%		1.68	%		1.69	%(d)		1.64	%
Net investment income (loss)(c)		(1.40	)%		(1.47	)%		(1.36	)%		(1.24	)%		(1.39	)%
Supplemental Data:
Net assets, end of period (000’s)	$	8,133		$	19,532		$	26,399		$	16,593		$	17,917
Portfolio turnover rate(e)		28	%		57	%		116	%		163	%		138	%

(a)	As described in Note 8, share amounts have been adjusted for 3:1 share split that occurred on November 18, 2019.
(b)	Per share net investment income (loss) has been calculated using the average daily shares method.
(c)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(d)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.
(e)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

128 :: ProFund VP Japan :: Management Discussion of Fund Performance

ProFund VP Japan (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Nikkei 225 Stock Average (the “Index”). Since the Japanese markets are not open when this Fund values its shares, it determines its success in meeting this investment objective by comparing its daily return on a given day with the daily performance of related, dollar-denominated futures contracts traded in the United States. For the year ended December 31, 2022, the Fund had a total return of -9.92%. For the same period, the Index had a total return of -19.13%¹, as measured in unhedged U.S. dollar terms, or -7.34%¹ in local (Japanese yen) terms and a volatility of 20.47%. The U.S. dollar-denominated Nikkei futures contracts held in the Fund are not directly impacted by the dollar/yen exchange rate, which may cause the Fund to over or underperform versus the performance of the Index measured in unhedged U.S. dollar terms, depending upon whether the U.S. dollar rises or falls in value versus the yen. During the year, the Fund was generally not exposed to fluctuations in the dollar/yen exchange rate. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the U.S.-traded U.S. dollar-denominated futures contract on the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is a modified price-weighted index of the 225 most actively traded and liquid Japanese stocks traded in the First Section of the Tokyo Stock Exchange.

During the year ended December 31, 2022, the Fund invested in swap agreements and futures contracts as a substitute for investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of the investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Japan from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Japan		-9.92	%		2.84	%		8.28	%
Nikkei 225 Stock Average - USD		-19.13	%		1.56	%		7.10	%
Nikkei 225 Stock Average - Yen		-7.34	%		4.83	%		11.72	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Japan		1.69	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Futures Contracts		99	%
Swap Agreements		1	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Japan primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Nikkei 225 Stock Average – Composition

	% of Index
Industrials		21	%
Consumer Discretionary		19	%
Communication Services		12	%
Financials		12	%
Information Technology		11	%
Health Care		10	%
Consumer Staples		6	%
Materials		5	%
Real Estate		2	%
Utilities		1	%
Energy		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends in the Index. Unhedged U.S. dollar performance is calculated by converting U.S. dollars to yen at the beginning of the period and to U.S. dollars at the end of the period. “Local (yen)” returns are theoretical Index returns experienced by local residents living in Japan. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the Index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the U.S.-traded U.S. dollar-denominated futures contract on the index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Japan :: 129

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a) (96.4%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $7,184,321	$	7,181,000	$	7,181,000
TOTAL REPURCHASE AGREEMENTS (Cost $7,181,000)				7,181,000
TOTAL INVESTMENT SECURITIES (Cost $7,181,000)—96.4%				7,181,000
Net other assets (liabilities)—3.6%				267,160
NET ASSETS—100.0%			$	7,448,160

^(a)  The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Futures Contracts Purchased

	Number of Contracts	Expiration Date	Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Nikkei 225 Futures Contracts	57	3/10/23	$	7,344,450	$	(458,920	)

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Nikkei 225 Stock Average	Goldman Sachs International	1/27/23		4.78	%	$	98,479	$	(3,217	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

130 :: ProFund VP Japan :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	7,181,000
Repurchase agreements, at value		7,181,000
Total Investment Securities, at value		7,181,000
Cash		61,118
Segregated cash balances for futures contracts with brokers		438,900
Interest receivable		1,660
Receivable for capital shares issued		52,830
Prepaid expenses		18
TOTAL ASSETS		7,735,526
LIABILITIES:
Payable for capital shares redeemed		114,776
Unrealized depreciation on swap agreements		3,217
Variation margin on futures contracts		151,050
Advisory fees payable		4,610
Management services fees payable		615
Administration fees payable		636
Administrative services fees payable		2,593
Distribution fees payable		2,745
Transfer agency fees payable		1,052
Fund accounting fees payable		360
Compliance services fees payable		46
Other accrued expenses		5,666
TOTAL LIABILITIES		287,366
NET ASSETS	$	7,448,160
NET ASSETS CONSIST OF:
Capital	$	8,300,615
Total distributable earnings (loss)		(852,455	)
NET ASSETS	$	7,448,160
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		153,639
Net Asset Value (offering and redemption price per share)	$	48.48

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	96,725
EXPENSES:
Advisory fees		49,832
Management services fees		6,644
Administration fees		6,365
Transfer agency fees		5,606
Administrative services fees		17,089
Distribution fees		16,611
Custody fees		814
Fund accounting fees		3,631
Trustee fees		112
Compliance services fees		46
Other fees		5,367
Total Gross Expenses before reductions		112,117
Expenses reduced and reimbursed by the Advisor		(493	)
TOTAL NET EXPENSES		111,624
NET INVESTMENT INCOME (LOSS)		(14,899	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on futures contracts		(133,615	)
Net realized gains (losses) on swap agreements		(7,998	)
Change in net unrealized appreciation/depreciation on futures contracts		(707,626	)
Change in net unrealized appreciation/depreciation on swap agreements		(3,172	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(852,411	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(867,310	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Japan :: 131

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(14,899	)	$	(141,290	)
Net realized gains (losses) on investments		(141,613	)		522,530
Change in net unrealized appreciation/depreciation on investments		(710,798	)		(26,534	)
Change in net assets resulting from operations		(867,310	)		354,706
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(356,845	)		(1,106,527	)
Change in net assets resulting from distributions		(356,845	)		(1,106,527	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		14,334,969			11,905,725
Distributions reinvested		356,845			1,106,527
Value of shares redeemed		(13,280,422	)		(16,667,638	)
Change in net assets resulting from capital transactions		1,411,392			(3,655,386	)
Change in net assets		187,237			(4,407,207	)
NET ASSETS:
Beginning of period		7,260,923			11,668,130
End of period	$	7,448,160		$	7,260,923
SHARE TRANSACTIONS:
Issued		275,627			199,699
Reinvested		6,861			20,122
Redeemed		(256,750	)		(275,248	)
Change in shares		25,738			(55,427	)

See accompanying notes to financial statements.

132 :: ProFund VP Japan :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	56.77		$	63.65		$	55.06		$	45.95		$	52.00
Investment Activities:
Net investment income (loss)(a)		(0.12	)		(1.02	)		(0.73	)		0.12			0.05
Net realized and unrealized gains (losses) on investments		(5.32	)		3.20			9.48			9.06			(6.10	)
Total income (loss) from investment activities		(5.44	)		2.18			8.75			9.18			(6.05	)
Distributions to Shareholders From:
Net investment income		—			—			(0.16	)		(0.07	)		—
Net realized gains on investments		(2.85	)		(9.06	)		—			—			—
Total distributions		(2.85	)		(9.06	)		(0.16	)		(0.07	)		—
Net Asset Value, End of Period	$	48.48		$	56.77		$	63.65		$	55.06		$	45.95
Total Return(b)		(9.92	)%		3.89	%		15.93	%		20.00	%		(11.63	)%(c)
Ratios to Average Net Assets:
Gross expenses(b)		1.69	%		1.69	%		1.75	%		1.74	%		1.63	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.74	%(d)		1.56	%(c)
Net investment income (loss)(b)		(0.22	)%		(1.68	)%		(1.38	)%		0.23	%		0.09	%(c)
Supplemental Data:
Net assets, end of period (000’s)	$	7,448		$	7,261		$	11,668		$	9,319		$	8,606
Portfolio turnover rate(e)		—			—			—			—			—

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	During 2018, the Fund received a non-recurring reimbursement from a third party relating to expenses that were incurred in a prior year. Had this reimbursement not occurred, the net expense ratio and net investment income (loss) ratio would have been 1.63% and 0.02%, respectively, and the total return would have been (11.71)%.
(d)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.
(e)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Large-Cap Growth :: 133

ProFund VP Large-Cap Growth (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P 500^® Growth Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -30.64%. For the same period, the Index had a total return of -29.41%¹ and a volatility of 30.84%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is designed to provide a comprehensive measure of large-cap U.S. equity “growth” performance. It is an unmanaged, float-adjusted, market capitalization-weighted index comprising stocks representing approximately half the market capitalization of the S&P 500^® that have been identified as being on the growth end of the growth-value spectrum.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Large-Cap Growth from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Large-Cap Growth		-30.64	%		8.33	%		11.63	%
S&P 500® Growth Index		-29.41	%		10.28	%		13.59	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Large-Cap Growth		1.69	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		11.6	%
Microsoft Corp.		6.2	%
Alphabet, Inc.		6.0	%
UnitedHealth Group, Inc.		3.0	%
Exxon Mobil Corp.		2.7	%

S&P 500^® Growth Index – Composition

	% of Index
Information Technology		34	%
Health Care		22	%
Consumer Discretionary		9	%
Energy		8	%
Consumer Staples		7	%
Communication Services		7	%
Industrials		5	%
Financials		4	%
Materials		2	%
Real Estate		1	%
Utilities		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

134 :: ProFund VP Large-Cap Growth :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (100.1%)

	Shares		Value
Abbott Laboratories (Health Care Equipment & Supplies)		858	$	94,200
AbbVie, Inc. (Biotechnology)		1,673		270,374
Accenture PLC—Class A (IT Services)		292		77,917
Activision Blizzard, Inc. (Entertainment)		398		30,467
Adobe, Inc.* (Software)		206		69,325
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		823		53,306
Agilent Technologies, Inc. (Life Sciences Tools & Services)		168		25,141
Air Products & Chemicals, Inc. (Chemicals)		209		64,427
Albemarle Corp. (Chemicals)		111		24,071
Alphabet, Inc.*—Class A (Interactive Media & Services)		5,648		498,323
Alphabet, Inc.*—Class C (Interactive Media & Services)		5,007		444,271
Altria Group, Inc. (Tobacco)		882		40,316
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		3,861		324,324
American Express Co. (Consumer Finance)		277		40,926
American Tower Corp. (Equity Real Estate Investment Trusts (REITs))		233		49,364
Ameriprise Financial, Inc. (Capital Markets)		101		31,448
AMETEK, Inc. (Electrical Equipment)		109		15,229
Amgen, Inc. (Biotechnology)		505		132,633
Amphenol Corp.—Class A (Electronic Equipment, Instruments & Components)		563		42,867
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		229		37,563
Aon PLC (Insurance)		129		38,718
APA Corp. (Oil, Gas & Consumable Fuels)		305		14,237
Apple, Inc. (Technology Hardware, Storage & Peripherals)		14,143		1,837,599
Applied Materials, Inc. (Semiconductors & Semiconductor Equipment)		813		79,170
Arch Capital Group, Ltd.* (Insurance)		350		21,973
Archer-Daniels-Midland Co. (Food Products)		255		23,677
Arista Networks, Inc.* (Communications Equipment)		234		28,396
Arthur J. Gallagher & Co. (Insurance)		128		24,133
Atmos Energy Corp. (Gas Utilities)		81		9,078
Autodesk, Inc.* (Software)		112		20,929
Automatic Data Processing, Inc. (IT Services)		392		93,633
AutoZone, Inc.* (Specialty Retail)		18		44,391
Biogen, Inc.* (Biotechnology)		64		17,723
Bio-Techne Corp. (Life Sciences Tools & Services)		71		5,884
Boston Scientific Corp.* (Health Care Equipment & Supplies)		719		33,268
Bristol-Myers Squibb Co. (Pharmaceuticals)		2,011		144,691
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		230		128,600
Broadridge Financial Solutions, Inc. (IT Services)		54		7,243
Brown & Brown, Inc. (Insurance)		132		7,520
Brown-Forman Corp.—Class B (Beverages)		95		6,240
C.H. Robinson Worldwide, Inc. (Air Freight & Logistics)		61		5,585
Cadence Design Systems, Inc.* (Software)		259		41,606
Campbell Soup Co. (Food Products)		113		6,413
Caterpillar, Inc. (Machinery)		296		70,910
Cboe Global Markets, Inc. (Capital Markets)		67		8,406
CDW Corp. (Electronic Equipment, Instruments & Components)		81		14,465
CF Industries Holdings, Inc. (Chemicals)		185		15,762
Chevron Corp. (Oil, Gas & Consumable Fuels)		1,683		302,082
Chipotle Mexican Grill, Inc.* (Hotels, Restaurants & Leisure)		26		36,075
Chubb, Ltd. (Insurance)		224		49,414
Cigna Corp. (Health Care Providers & Services)		142		47,050
Cintas Corp. (Commercial Services & Supplies)		48		21,678
Colgate-Palmolive Co. (Household Products)		434		34,195
ConocoPhillips (Oil, Gas & Consumable Fuels)		1,178		139,004
Constellation Brands, Inc.—Class A (Beverages)		86		19,931
Copart, Inc.* (Commercial Services & Supplies)		406		24,721
Corteva, Inc. (Chemicals)		467		27,450
CoStar Group, Inc.* (Professional Services)		385		29,752
Costco Wholesale Corp. (Food & Staples Retailing)		277		126,451
Coterra Energy, Inc. (Oil, Gas & Consumable Fuels)		747		18,354
CSX Corp. (Road & Rail)		956		29,617
Cummins, Inc. (Machinery)		68		16,476
D.R. Horton, Inc. (Household Durables)		148		13,193
Danaher Corp. (Health Care Equipment & Supplies)		620		164,561
Deere & Co. (Machinery)		260		111,477
Devon Energy Corp. (Oil, Gas & Consumable Fuels)		619		38,075
DexCom, Inc.* (Health Care Equipment & Supplies)		365		41,333
Diamondback Energy, Inc. (Oil, Gas & Consumable Fuels)		166		22,705
Discover Financial Services (Consumer Finance)		150		14,675
Dollar General Corp. (Multiline Retail)		213		52,451
Dollar Tree, Inc.* (Multiline Retail)		199		28,147
Domino’s Pizza, Inc. (Hotels, Restaurants & Leisure)		15		5,196
Electronic Arts, Inc. (Entertainment)		169		20,648
Elevance Health, Inc. (Health Care Providers & Services)		226		115,931
Eli Lilly & Co. (Pharmaceuticals)		746		272,917
Enphase Energy, Inc.* (Semiconductors & Semiconductor Equipment)		129		34,180
EOG Resources, Inc. (Oil, Gas & Consumable Fuels)		556		72,013
EPAM Systems, Inc.* (IT Services)		37		12,126
EQT Corp. (Oil, Gas & Consumable Fuels)		348		11,773
Equifax, Inc. (Professional Services)		57		11,079
Etsy, Inc.* (Internet & Direct Marketing Retail)		69		8,265
Everest Re Group, Ltd. (Insurance)		21		6,957
Expeditors International of Washington, Inc. (Air Freight & Logistics)		151		15,692
Extra Space Storage, Inc. (Equity Real Estate Investment Trusts (REITs))		63		9,272
Exxon Mobil Corp. (Oil, Gas & Consumable Fuels)		3,895		429,618
FactSet Research Systems, Inc. (Capital Markets)		22		8,827

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Large-Cap Growth :: 135

Common Stocks, continued

	Shares			Value
Fastenal Co. (Trading Companies & Distributors)		266		$	12,587
First Horizon Corp. (Banks)		—	(a)		—	(b)
First Solar, Inc.* (Semiconductors & Semiconductor Equipment)		94			14,080
Fiserv, Inc.* (IT Services)		415			41,944
FleetCor Technologies, Inc.* (IT Services)		36			6,612
FMC Corp. (Chemicals)		119			14,851
Fortinet, Inc.* (Software)		614			30,018
Freeport-McMoRan, Inc. (Metals & Mining)		1,353			51,414
Gartner, Inc.* (IT Services)		75			25,211
GEN DIGITAL INC. (Software)		292			6,258
General Dynamics Corp. (Aerospace & Defense)		113			28,036
General Mills, Inc. (Food Products)		382			32,031
Genuine Parts Co. (Distributors)		96			16,657
Gilead Sciences, Inc. (Biotechnology)		1,186			101,818
Globe Life, Inc. (Insurance)		60			7,233
HCA Healthcare, Inc. (Health Care Providers & Services)		109			26,156
Hess Corp. (Oil, Gas & Consumable Fuels)		262			37,157
Hilton Worldwide Holdings, Inc. (Hotels, Restaurants & Leisure)		123			15,542
Hologic, Inc.* (Health Care Equipment & Supplies)		236			17,655
Hormel Foods Corp. (Food Products)		198			9,019
Humana, Inc. (Health Care Providers & Services)		77			39,439
IDEX Corp. (Machinery)		40			9,133
IDEXX Laboratories, Inc.* (Health Care Equipment & Supplies)		38			15,502
Illinois Tool Works, Inc. (Machinery)		134			29,520
Incyte Corp.* (Biotechnology)		175			14,056
Intuit, Inc. (Software)		141			54,880
Intuitive Surgical, Inc.* (Health Care Equipment & Supplies)		164			43,517
IQVIA Holdings, Inc.* (Life Sciences Tools & Services)		85			17,416
Iron Mountain, Inc. (Equity Real Estate Investment Trusts (REITs))		173			8,624
J.B. Hunt Transport Services, Inc. (Road & Rail)		79			13,774
Jack Henry & Associates, Inc. (IT Services)		69			12,114
Johnson & Johnson (Pharmaceuticals)		1,533			270,804
Kellogg Co. (Food Products)		134			9,546
Keurig Dr Pepper, Inc. (Beverages)		403			14,371
Keysight Technologies, Inc.* (Electronic Equipment, Instruments & Components)		91			15,567
Kimberly-Clark Corp. (Household Products)		154			20,906
KLA Corp. (Semiconductors & Semiconductor Equipment)		134			50,522
L3Harris Technologies, Inc. (Aerospace & Defense)		90			18,739
Lam Research Corp. (Semiconductors & Semiconductor Equipment)		129			54,219
Lamb Weston Holding, Inc. (Food Products)		137			12,242
Leidos Holdings, Inc. (Professional Services)		85			8,941
Linde PLC (Chemicals)		285			92,962
Lockheed Martin Corp. (Aerospace & Defense)		157			76,380
Lowe’s Cos., Inc. (Specialty Retail)		405			80,692
Marathon Oil Corp. (Oil, Gas & Consumable Fuels)		601			16,269
Marathon Petroleum Corp. (Oil, Gas & Consumable Fuels)		213			24,791
MarketAxess Holdings, Inc. (Capital Markets)		17			4,741
Marriott International, Inc.—Class A (Hotels, Restaurants & Leisure)		130			19,404
Marsh & McLennan Cos., Inc. (Insurance)		301			49,809
Masco Corp. (Building Products)		152			7,094
Mastercard, Inc.—Class A (IT Services)		803			279,227
McCormick & Co., Inc. (Food Products)		121			10,030
McDonald’s Corp. (Hotels, Restaurants & Leisure)		429			113,053
McKesson Corp. (Health Care Providers & Services)		61			22,882
Merck & Co., Inc. (Pharmaceuticals)		2,398			266,058
Mettler-Toledo International, Inc.* (Life Sciences Tools & Services)		13			18,791
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		255			17,914
Microsoft Corp. (Software)		4,088			980,385
Moderna, Inc.* (Biotechnology)		313			56,221
Molina Healthcare, Inc.* (Health Care Providers & Services)		56			18,492
Mondelez International, Inc.—Class A (Food Products)		698			46,521
Monolithic Power Systems, Inc. (Semiconductors & Semiconductor Equipment)		42			14,852
Monster Beverage Corp.* (Beverages)		360			36,551
Moody’s Corp. (Capital Markets)		70			19,503
Motorola Solutions, Inc. (Communications Equipment)		87			22,421
MSCI, Inc. (Capital Markets)		43			20,002
Nasdaq, Inc. (Capital Markets)		206			12,638
Northrop Grumman Corp. (Aerospace & Defense)		99			54,015
NRG Energy, Inc. (Electric Utilities)		104			3,309
Nucor Corp. (Metals & Mining)		243			32,030
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		2,355			344,159
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		145			22,914
Occidental Petroleum Corp. (Oil, Gas & Consumable Fuels)		688			43,337
Old Dominion Freight Line, Inc. (Road & Rail)		85			24,121
ON Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		410			25,572
ONEOK, Inc. (Oil, Gas & Consumable Fuels)		423			27,791
Oracle Corp. (Software)		858			70,133
O’Reilly Automotive, Inc.* (Specialty Retail)		60			50,642
Paychex, Inc. (IT Services)		173			19,992
Paycom Software, Inc.* (Software)		46			14,274
PepsiCo, Inc. (Beverages)		1,303			235,400
Pfizer, Inc. (Pharmaceuticals)		5,311			272,136
PG&E Corp.* (Electric Utilities)		1,525			24,797
Philip Morris International, Inc. (Tobacco)		791			80,057
Pioneer Natural Resources Co. (Oil, Gas & Consumable Fuels)		225			51,388
Pool Corp. (Distributors)		23			6,954
Principal Financial Group, Inc. (Insurance)		132			11,077
PTC, Inc.* (Software)		100			12,004
Public Storage (Equity Real Estate Investment Trusts (REITs))		93			26,058
Qualcomm, Inc. (Semiconductors & Semiconductor Equipment)		1,060			116,536
Quanta Services, Inc. (Construction & Engineering)		135			19,238
Quest Diagnostics, Inc. (Health Care Providers & Services)		71			11,107

See accompanying notes to financial statements.

136 :: ProFund VP Large-Cap Growth :: Financial Statements

Common Stocks, continued

	Shares		Value
Raymond James Financial, Inc. (Capital Markets)		183	$	19,554
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		101		72,870
Republic Services, Inc. (Commercial Services & Supplies)		107		13,802
ResMed, Inc. (Health Care Equipment & Supplies)		75		15,610
Rollins, Inc. (Commercial Services & Supplies)		220		8,039
SBA Communications Corp. (Equity Real Estate Investment Trusts (REITs))		58		16,258
Schlumberger, Ltd. (Energy Equipment & Services)		711		38,010
Sempra Energy (Multi-Utilities)		179		27,662
ServiceNow, Inc.* (Software)		191		74,160
Snap-on, Inc. (Machinery)		29		6,626
SolarEdge Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		53		15,013
Starbucks Corp. (Hotels, Restaurants & Leisure)		553		54,858
Steel Dynamics, Inc. (Metals & Mining)		157		15,339
Synopsys, Inc.* (Software)		145		46,297
Targa Resources Corp. (Oil, Gas & Consumable Fuels)		214		15,729
Teradyne, Inc. (Semiconductors & Semiconductor Equipment)		72		6,289
Tesla, Inc.* (Automobiles)		2,539		312,754
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		541		89,384
The AES Corp. (Independent Power and Renewable Electricity Producers)		374		10,756
The Charles Schwab Corp. (Capital Markets)		851		70,855
The Clorox Co. (Household Products)		53		7,437
The Coca-Cola Co. (Beverages)		2,394		152,282
The Hershey Co. (Food Products)		139		32,188
The Home Depot, Inc. (Specialty Retail)		513		162,036
The Mosaic Co. (Chemicals)		322		14,126
The Procter & Gamble Co. (Household Products)		1,233		186,873
The Progressive Corp. (Insurance)		553		71,731
The TJX Cos., Inc. (Specialty Retail)		703		55,959
The Travelers Cos., Inc. (Insurance)		120		22,499
The Williams Cos., Inc. (Oil, Gas & Consumable Fuels)		1,153		37,934
Thermo Fisher Scientific, Inc. (Life Sciences Tools & Services)		371		204,306
T-Mobile U.S., Inc.* (Wireless Telecommunication Services)		384		53,760
Tractor Supply Co. (Specialty Retail)		105		23,622
TransDigm Group, Inc. (Aerospace & Defense)		23		14,482
Tyler Technologies, Inc.* (Software)		18		5,803
Ulta Beauty, Inc.* (Specialty Retail)		48		22,515
Union Pacific Corp. (Road & Rail)		291		60,258
UnitedHealth Group, Inc. (Health Care Providers & Services)		884		468,680
VeriSign, Inc.* (IT Services)		43		8,834
Verisk Analytics, Inc. (Professional Services)		68		11,997
Vertex Pharmaceuticals, Inc.* (Biotechnology)		243		70,174
VICI Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		521		16,880
Visa, Inc.—Class A (IT Services)		1,546		321,197
Vulcan Materials Co. (Construction Materials)		74		12,958
W.R. Berkley Corp. (Insurance)		193		14,006
W.W. Grainger, Inc. (Trading Companies & Distributors)		42		23,363
Waste Management, Inc. (Commercial Services & Supplies)		208		32,631
Waters Corp.* (Life Sciences Tools & Services)		57		19,527
WEC Energy Group, Inc. (Multi-Utilities)		156		14,627
Weyerhaeuser Co. (Equity Real Estate Investment Trusts (REITs))		398		12,338
Yum! Brands, Inc. (Hotels, Restaurants & Leisure)		171		21,902
TOTAL COMMON STOCKS (Cost $9,111,703)				15,821,728

Repurchase Agreements^(c) (0.1%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 4.17%–4.20%, dated 12/30/22, due 1/3/23, total to be received $12,006	$	12,000	$	12,000
TOTAL REPURCHASE AGREEMENTS (Cost $12,000)				12,000
TOTAL INVESTMENT SECURITIES (Cost $9,123,703)—100.2%				15,833,728
Net other assets (liabilities)—(0.2)%				(34,377	)
NET ASSETS—100.0%			$	15,799,351

*	Non-income producing security.
(a)	Number of shares is less than 0.50.
(b)	Amount is less than $0.50.
(c)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Large-Cap Growth :: 137

ProFund VP Large-Cap Growth invested in the following industries as of December 31, 2022:

	Value			% of Net Assets
Aerospace & Defense	$	191,652			1.3	%
Air Freight & Logistics		21,277			0.1	%
Automobiles		312,754			2.0	%
Banks		—	^		NM
Beverages		464,775			2.9	%
Biotechnology		735,869			4.7	%
Building Products		7,094			NM
Capital Markets		195,974			1.2	%
Chemicals		253,649			1.6	%
Commercial Services & Supplies		100,871			0.6	%
Communications Equipment		50,817			0.3	%
Construction & Engineering		19,238			0.1	%
Construction Materials		12,958			0.1	%
Consumer Finance		55,601			0.4	%
Distributors		23,611			0.1	%
Electric Utilities		28,106			0.2	%
Electrical Equipment		15,229			0.1	%
Electronic Equipment, Instruments & Components		72,899			0.5	%
Energy Equipment & Services		38,010			0.2	%
Entertainment		51,115			0.3	%
Equity Real Estate Investment Trusts (REITs)		138,794			0.9	%
Food & Staples Retailing		126,451			0.8	%
Food Products		181,667			1.1	%
Gas Utilities		9,078			0.1	%
Health Care Equipment & Supplies		425,646			2.7	%
Health Care Providers & Services		749,737			4.7	%
Hotels, Restaurants & Leisure		266,030			1.7	%
Household Durables		13,193			0.1	%
Household Products		249,411			1.6	%
Independent Power and Renewable Electricity Producers		10,756			0.1	%
Insurance		325,070			2.0	%
Interactive Media & Services		942,594			6.0	%
Internet & Direct Marketing Retail		332,589			2.1	%
IT Services		906,050			5.7	%
Life Sciences Tools & Services		291,065			1.8	%
Machinery		244,142			1.6	%
Metals & Mining		98,783			0.6	%
Multiline Retail		80,598			0.5	%
Multi-Utilities		42,289			0.2	%
Oil, Gas & Consumable Fuels		1,302,257			8.3	%
Pharmaceuticals		1,226,606			7.8	%
Professional Services		61,769			0.4	%
Road & Rail		127,770			0.8	%
Semiconductors & Semiconductor Equipment		1,104,273			7.0	%
Software		1,426,072			9.0	%
Specialty Retail		439,857			2.8	%
Technology Hardware, Storage & Peripherals		1,837,599			11.7	%
Tobacco		120,373			0.8	%
Trading Companies & Distributors		35,950			0.2	%
Wireless Telecommunication Services		53,760			0.3	%
Other**		(22,377	)		(0.1	)%
Total	$	15,799,351			100.0	%

^	Amount is less than $0.50.
**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.
NM	Not meaningful, amount is less than 0.05%.

See accompanying notes to financial statements.

138 :: ProFund VP Large-Cap Growth :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	9,123,703
Securities, at value		15,821,728
Repurchase agreements, at value		12,000
Total Investment Securities, at value		15,833,728
Cash		116
Dividends and interest receivable		8,177
Receivable for capital shares issued		274
Prepaid expenses		1,549
TOTAL ASSETS		15,843,844
LIABILITIES:
Payable for capital shares redeemed		1,049
Advisory fees payable		9,576
Management services fees payable		1,277
Administration fees payable		1,524
Administrative services fees payable		4,781
Distribution fees payable		5,420
Transfer agency fees payable		2,653
Fund accounting fees payable		932
Compliance services fees payable		125
Other accrued expenses		17,156
TOTAL LIABILITIES		44,493
NET ASSETS	$	15,799,351
NET ASSETS CONSIST OF:
Capital	$	5,823,022
Total distributable earnings (loss)		9,976,329
NET ASSETS	$	15,799,351
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		331,572
Net Asset Value (offering and redemption price per share)	$	47.65

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	197,862
Interest		582
Foreign tax withholding		(79	)
TOTAL INVESTMENT INCOME		198,365
EXPENSES:
Advisory fees		161,221
Management services fees		21,496
Administration fees		20,410
Transfer agency fees		17,505
Administrative services fees		55,674
Distribution fees		53,740
Custody fees		5,233
Fund accounting fees		12,174
Trustee fees		363
Compliance services fees		125
Other fees		23,672
Total Gross Expenses before reductions		371,613
Expenses reduced and reimbursed by the Advisor		(10,478	)
TOTAL NET EXPENSES		361,135
NET INVESTMENT INCOME (LOSS)		(162,770	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		3,969,445
Change in net unrealized appreciation/depreciation on investment securities		(13,632,308	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(9,662,863	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(9,825,633	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Large-Cap Growth :: 139

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(162,770	)	$	(283,101	)
Net realized gains (losses) on investments		3,969,445			4,101,255
Change in net unrealized appreciation/depreciation on investments		(13,632,308	)		3,485,807
Change in net assets resulting from operations		(9,825,633	)		7,303,961
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(3,738,973	)		(3,932,438	)
Change in net assets resulting from distributions		(3,738,973	)		(3,932,438	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		27,795,127			39,677,623
Distributions reinvested		3,738,973			3,932,438
Value of shares redeemed		(39,350,296	)		(39,764,236	)
Change in net assets resulting from capital transactions		(7,816,196	)		3,845,825
Change in net assets		(21,380,802	)		7,217,348
NET ASSETS:
Beginning of period		37,180,153			29,962,805
End of period	$	15,799,351		$	37,180,153
SHARE TRANSACTIONS:
Issued		423,483			490,409
Reinvested		71,505			57,737
Redeemed		(596,016	)		(503,495	)
Change in shares		(101,028	)		44,651

See accompanying notes to financial statements.

140 :: ProFund VP Large-Cap Growth :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	85.95		$	77.23		$	64.35		$	65.02		$	69.22
Investment Activities:
Net investment income (loss)(a)		(0.46	)		(0.75	)		(0.35	)		(0.10	)		(0.22	)
Net realized and unrealized gains (losses) on investments		(24.71	)		20.84			20.11			17.13			(0.74	)
Total income (loss) from investment activities		(25.17	)		20.09			19.76			17.03			(0.96	)
Distributions to Shareholders From:
Net realized gains on investments		(13.13	)		(11.37	)		(6.88	)		(17.70	)		(3.24	)
Net Asset Value, End of Period	$	47.65		$	85.95		$	77.23		$	64.35		$	65.02
Total Return(b)		(30.64	)%		29.86	%		30.93	%		28.89	%		(1.86	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.73	%		1.69	%		1.75	%		1.73	%		1.69	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		(0.76	)%		(0.94	)%		(0.52	)%		(0.14	)%		(0.30	)%
Supplemental Data:
Net assets, end of period (000’s)	$	15,799		$	37,180		$	29,963		$	28,941		$	24,821
Portfolio turnover rate(c)		132	%		122	%		150	%		136	%		149	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Large-Cap Value :: 141

ProFund VP Large-Cap Value (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P 500^® Value Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -6.82%. For the same period, the Index had a total return of -5.22%¹ and a volatility of 19.32%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is designed to provide a comprehensive measure of large-cap U.S. equity “value” performance. It is an unmanaged, float-adjusted, market capitalization-weighted index comprising stocks representing approximately half the market capitalization of the S&P 500^® that have been identified as being on the value end of the growth-value spectrum.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Large-Cap Value from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Large-Cap Value		-6.82	%		5.83	%		9.04	%
S&P 500® Value Index		-5.22	%		7.58	%		10.86	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Large-Cap Value		1.70	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Microsoft Corp.		4.9	%
Berkshire Hathaway, Inc.		3.6	%
Amazon.com, Inc.		2.6	%
JPMorgan Chase & Co.		2.6	%
Meta Platforms, Inc.		1.8	%

S&P 500^® Value Index – Composition

	% of Index
Financials		21	%
Information Technology		17	%
Industrials		12	%
Consumer Discretionary		10	%
Health Care		9	%
Communication Services		8	%
Consumer Staples		7	%
Utilities		6	%
Real Estate		5	%
Materials		3	%
Energy		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

142 :: ProFund VP Large-Cap Value :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (100.4%)

	Shares		Value
3M Co. (Industrial Conglomerates)		575	$	68,954
A.O. Smith Corp. (Building Products)		132		7,556
Abbott Laboratories (Health Care Equipment & Supplies)		871		95,627
Accenture PLC—Class A (IT Services)		333		88,858
Activision Blizzard, Inc. (Entertainment)		304		23,271
Adobe, Inc.* (Software)		257		86,488
Advance Auto Parts, Inc. (Specialty Retail)		63		9,263
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		771		49,938
Aflac, Inc. (Insurance)		589		42,373
Agilent Technologies, Inc. (Life Sciences Tools & Services)		123		18,407
Akamai Technologies, Inc.* (IT Services)		165		13,910
Alaska Air Group, Inc.* (Airlines)		132		5,668
Alexandria Real Estate Equities, Inc. (Equity Real Estate Investment Trusts (REITs))		155		22,579
Align Technology, Inc.* (Health Care Equipment & Supplies)		75		15,818
Allegion PLC (Building Products)		91		9,579
Alliant Energy Corp. (Electric Utilities)		261		14,410
Altria Group, Inc. (Tobacco)		894		40,865
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		4,988		418,992
Amcor PLC (Containers & Packaging)		1,550		18,461
Ameren Corp. (Multi-Utilities)		269		23,919
American Airlines Group, Inc.* (Airlines)		678		8,624
American Electric Power Co., Inc. (Electric Utilities)		535		50,798
American Express Co. (Consumer Finance)		318		46,985
American International Group, Inc. (Insurance)		773		48,885
American Tower Corp. (Equity Real Estate Investment Trusts (REITs))		228		48,304
American Water Works Co., Inc. (Water Utilities)		189		28,807
AmerisourceBergen Corp. (Health Care Providers & Services)		170		28,171
AMETEK, Inc. (Electrical Equipment)		119		16,627
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		283		46,420
ANSYS, Inc.* (Software)		90		21,743
Aon PLC (Insurance)		72		21,610
Aptiv PLC* (Auto Components)		280		26,076
Archer-Daniels-Midland Co. (Food Products)		292		27,112
Arthur J. Gallagher & Co. (Insurance)		79		14,895
Assurant, Inc. (Insurance)		55		6,878
AT&T, Inc. (Diversified Telecommunication Services)		7,422		136,639
Atmos Energy Corp. (Gas Utilities)		57		6,388
Autodesk, Inc.* (Software)		100		18,687
AvalonBay Communities, Inc. (Equity Real Estate Investment Trusts (REITs))		145		23,420
Avery Dennison Corp. (Containers & Packaging)		84		15,204
Baker Hughes Co. (Energy Equipment & Services)		1,042		30,770
Ball Corp. (Containers & Packaging)		326		16,672
Bank of America Corp. (Banks)		7,263		240,551
Bath & Body Works, Inc. (Specialty Retail)		237		9,987
Baxter International, Inc. (Health Care Equipment & Supplies)		525		26,759
Becton, Dickinson & Co. (Health Care Equipment & Supplies)		298		75,781
Berkshire Hathaway, Inc.*—Class B (Diversified Financial Services)		1,877		579,805
Best Buy Co., Inc. (Specialty Retail)		209		16,764
Biogen, Inc.* (Biotechnology)		79		21,877
Bio-Rad Laboratories, Inc.*—Class A (Life Sciences Tools & Services)		22		9,251
Bio-Techne Corp. (Life Sciences Tools & Services)		85		7,045
BlackRock, Inc.—Class A (Capital Markets)		155		109,838
Booking Holdings, Inc.* (Hotels, Restaurants & Leisure)		41		82,627
BorgWarner, Inc. (Auto Components)		244		9,821
Boston Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		147		9,934
Boston Scientific Corp.* (Health Care Equipment & Supplies)		701		32,435
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		170		95,052
Broadridge Financial Solutions, Inc. (IT Services)		64		8,584
Brown & Brown, Inc. (Insurance)		99		5,640
Brown-Forman Corp.—Class B (Beverages)		86		5,648
C.H. Robinson Worldwide, Inc. (Air Freight & Logistics)		56		5,127
Caesars Entertainment, Inc.* (Hotels, Restaurants & Leisure)		223		9,277
Camden Property Trust (Equity Real Estate Investment Trusts (REITs))		111		12,419
Campbell Soup Co. (Food Products)		86		4,881
Capital One Financial Corp. (Consumer Finance)		397		36,905
Cardinal Health, Inc. (Health Care Providers & Services)		273		20,986
CarMax, Inc.* (Specialty Retail)		166		10,108
Carnival Corp.*—Class A (Hotels, Restaurants & Leisure)		1,044		8,415
Carrier Global Corp. (Building Products)		869		35,846
Catalent, Inc.* (Pharmaceuticals)		186		8,372
Caterpillar, Inc. (Machinery)		216		51,746
Cboe Global Markets, Inc. (Capital Markets)		38		4,768
CBRE Group, Inc.*—Class A (Real Estate Management & Development)		329		25,320
CDW Corp. (Electronic Equipment, Instruments & Components)		53		9,465
Celanese Corp. (Chemicals)		104		10,633
Centene Corp.* (Health Care Providers & Services)		590		48,386
CenterPoint Energy, Inc. (Multi-Utilities)		654		19,613
Ceridian HCM Holding, Inc.* (Software)		161		10,328
Charles River Laboratories International, Inc.* (Life Sciences Tools & Services)		53		11,549
Charter Communications, Inc.*—Class A (Media)		112		37,978
Chevron Corp. (Oil, Gas & Consumable Fuels)		1		179
Chubb, Ltd. (Insurance)		186		41,032
Church & Dwight Co., Inc. (Household Products)		254		20,475

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Large-Cap Value :: 143

Common Stocks, continued

	Shares			Value
Cigna Corp. (Health Care Providers & Services)		163		$	54,008
Cincinnati Financial Corp. (Insurance)		165			16,894
Cintas Corp. (Commercial Services & Supplies)		38			17,162
Cisco Systems, Inc. (Communications Equipment)		4,273			203,567
Citigroup, Inc. (Banks)		2,016			91,184
Citizens Financial Group, Inc. (Banks)		512			20,157
CME Group, Inc. (Capital Markets)		374			62,892
CMS Energy Corp. (Multi-Utilities)		303			19,189
Cognizant Technology Solutions Corp.—Class A (IT Services)		535			30,597
Colgate-Palmolive Co. (Household Products)		391			30,807
Comcast Corp.—Class A (Media)		4,490			157,014
Comerica, Inc. (Banks)		137			9,158
Conagra Brands, Inc. (Food Products)		498			19,273
Consolidated Edison, Inc. (Multi-Utilities)		369			35,169
Constellation Brands, Inc.—Class A (Beverages)		73			16,918
Constellation Energy Corp. (Electric Utilities)		340			29,311
Corning, Inc. (Electronic Equipment, Instruments & Components)		793			25,328
Corteva, Inc. (Chemicals)		231			13,578
Costco Wholesale Corp. (Food & Staples Retailing)		156			71,214
Crown Castle, Inc. (Equity Real Estate Investment Trusts (REITs))		451			61,174
CSX Corp. (Road & Rail)		1,137			35,224
Cummins, Inc. (Machinery)		72			17,445
CVS Health Corp. (Health Care Providers & Services)		1,369			127,577
D.R. Horton, Inc. (Household Durables)		165			14,708
Darden Restaurants, Inc. (Hotels, Restaurants & Leisure)		127			17,568
DaVita, Inc.* (Health Care Providers & Services)		57			4,256
Delta Air Lines, Inc.* (Airlines)		668			21,950
DENTSPLY SIRONA, Inc. (Health Care Equipment & Supplies)		224			7,132
Digital Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		300			30,081
Discover Financial Services (Consumer Finance)		119			11,642
DISH Network Corp.*—Class A (Media)		263			3,693
Dominion Energy, Inc. (Multi-Utilities)		867			53,165
Domino’s Pizza, Inc. (Hotels, Restaurants & Leisure)		20			6,928
Dover Corp. (Machinery)		145			19,634
Dow, Inc. (Chemicals)		734			36,986
DTE Energy Co. (Multi-Utilities)		202			23,741
Duke Energy Corp. (Electric Utilities)		802			82,598
DuPont de Nemours, Inc. (Chemicals)		515			35,344
DXC Technology Co.* (IT Services)		238			6,307
Eastman Chemical Co. (Chemicals)		124			10,099
Eaton Corp. PLC (Electrical Equipment)		414			64,976
eBay, Inc. (Internet & Direct Marketing Retail)		565			23,431
Ecolab, Inc. (Chemicals)		258			37,554
Edison International (Electric Utilities)		397			25,257
Edwards Lifesciences Corp.* (Health Care Equipment & Supplies)		644			48,049
Electronic Arts, Inc. (Entertainment)		87			10,630
Emerson Electric Co. (Electrical Equipment)		618			59,365
Entergy Corp. (Electric Utilities)		212			23,850
EPAM Systems, Inc.* (IT Services)		19			6,227
Equifax, Inc. (Professional Services)		65			12,633
Equinix, Inc. (Equity Real Estate Investment Trusts (REITs))		96			62,882
Equity Residential (Equity Real Estate Investment Trusts (REITs))		354			20,886
Essex Property Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		67			14,199
Etsy, Inc.* (Internet & Direct Marketing Retail)		55			6,588
Everest Re Group, Ltd. (Insurance)		17			5,632
Evergy, Inc. (Electric Utilities)		239			15,040
Eversource Energy (Electric Utilities)		362			30,350
Exelon Corp. (Electric Utilities)		1,034			44,700
Expedia Group, Inc.* (Hotels, Restaurants & Leisure)		156			13,666
Extra Space Storage, Inc. (Equity Real Estate Investment Trusts (REITs))		70			10,303
F5, Inc.* (Communications Equipment)		63			9,041
FactSet Research Systems, Inc. (Capital Markets)		16			6,419
Fastenal Co. (Trading Companies & Distributors)		304			14,385
Federal Realty Investment Trust (Equity Real Estate Investment Trusts (REITs))		76			7,679
FedEx Corp. (Air Freight & Logistics)		249			43,127
Fidelity National Information Services, Inc. (IT Services)		620			42,067
Fifth Third Bancorp (Banks)		714			23,426
First Horizon Corp. (Banks)		—	(a)		12
First Republic Bank (Banks)		190			23,159
FirstEnergy Corp. (Electric Utilities)		566			23,738
Fiserv, Inc.* (IT Services)		206			20,820
FleetCor Technologies, Inc.* (IT Services)		38			6,980
Ford Motor Co. (Automobiles)		4,112			47,823
Fortive Corp. (Machinery)		368			23,644
Fox Corp.—Class A (Media)		315			9,567
Fox Corp.—Class B (Media)		146			4,154
Franklin Resources, Inc. (Capital Markets)		295			7,782
Garmin, Ltd. (Household Durables)		161			14,858
Gen Digital, Inc. (Software)		284			6,086
Generac Holdings, Inc.* (Electrical Equipment)		66			6,644
General Dynamics Corp. (Aerospace & Defense)		110			27,292
General Electric Co. (Industrial Conglomerates)		1,137			95,269
General Mills, Inc. (Food Products)		198			16,602
General Motors Co. (Automobiles)		1,479			49,753
Genuine Parts Co. (Distributors)		41			7,114
Global Payments, Inc. (IT Services)		280			27,810
Globe Life, Inc. (Insurance)		28			3,375
Halliburton Co. (Energy Equipment & Services)		946			37,226
Hartford Financial Services Group, Inc. (Insurance)		330			25,024
Hasbro, Inc. (Leisure Products)		136			8,297
HCA Healthcare, Inc. (Health Care Providers & Services)		100			23,996
Healthpeak Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		559			14,014
Henry Schein, Inc.* (Health Care Providers & Services)		141			11,262
Hewlett Packard Enterprises Co. (Technology Hardware, Storage & Peripherals)		1,340			21,386
Hilton Worldwide Holdings, Inc. (Hotels, Restaurants & Leisure)		145			18,322
Honeywell International, Inc. (Industrial Conglomerates)		699			149,796
Hormel Foods Corp. (Food Products)		85			3,872

See accompanying notes to financial statements.

144 :: ProFund VP Large-Cap Value :: Financial Statements

Common Stocks, continued

	Shares		Value
Host Hotels & Resorts, Inc. (Equity Real Estate Investment Trusts (REITs))		746	$	11,973
Howmet Aerospace, Inc. (Aerospace & Defense)		383		15,094
HP, Inc. (Technology Hardware, Storage & Peripherals)		921		24,747
Humana, Inc. (Health Care Providers & Services)		48		24,585
Huntington Bancshares, Inc. (Banks)		1,503		21,192
Huntington Ingalls Industries, Inc. (Aerospace & Defense)		42		9,689
IDEX Corp. (Machinery)		34		7,763
IDEXX Laboratories, Inc.* (Health Care Equipment & Supplies)		44		17,950
Illinois Tool Works, Inc. (Machinery)		143		31,503
Illumina, Inc.* (Life Sciences Tools & Services)		165		33,362
Ingersoll Rand, Inc. (Machinery)		421		21,997
Intel Corp. (Semiconductors & Semiconductor Equipment)		4,296		113,544
Intercontinental Exchange, Inc. (Capital Markets)		582		59,707
International Business Machines Corp. (IT Services)		941		132,576
International Flavors & Fragrances, Inc. (Chemicals)		265		27,783
International Paper Co. (Containers & Packaging)		372		12,882
Intuit, Inc. (Software)		138		53,712
Intuitive Surgical, Inc.* (Health Care Equipment & Supplies)		188		49,886
Invesco, Ltd. (Capital Markets)		475		8,545
Invitation Homes, Inc. (Equity Real Estate Investment Trusts (REITs))		605		17,932
IQVIA Holdings, Inc.* (Life Sciences Tools & Services)		100		20,489
Iron Mountain, Inc. (Equity Real Estate Investment Trusts (REITs))		113		5,633
Jacobs Solutions, Inc. (Professional Services)		133		15,969
Johnson & Johnson (Pharmaceuticals)		1,034		182,656
Johnson Controls International PLC (Building Products)		717		45,887
JPMorgan Chase & Co. (Banks)		3,053		409,407
Juniper Networks, Inc. (Communications Equipment)		338		10,802
Kellogg Co. (Food Products)		120		8,549
Keurig Dr Pepper, Inc. (Beverages)		442		15,762
KeyCorp (Banks)		971		16,915
Keysight Technologies, Inc.* (Electronic Equipment, Instruments & Components)		86		14,712
Kimberly-Clark Corp. (Household Products)		183		24,842
Kimco Realty Corp. (Equity Real Estate Investment Trusts (REITs))		644		13,640
Kinder Morgan, Inc. (Oil, Gas & Consumable Fuels)		2,062		37,281
L3Harris Technologies, Inc. (Aerospace & Defense)		98		20,405
Laboratory Corp. of America Holdings (Health Care Providers & Services)		92		21,664
Las Vegas Sands Corp.* (Hotels, Restaurants & Leisure)		341		16,392
Leidos Holdings, Inc. (Professional Services)		50		5,260
Lennar Corp.—Class A (Household Durables)		265		23,982
Lincoln National Corp. (Insurance)		160		4,915
Linde PLC (Chemicals)		201		65,562
Live Nation Entertainment, Inc.* (Entertainment)		148		10,322
LKQ Corp. (Distributors)		264		14,100
Lockheed Martin Corp. (Aerospace & Defense)		71		34,541
Loews Corp. (Insurance)		205		11,958
Lowe’s Cos., Inc. (Specialty Retail)		200		39,848
Lumen Technologies, Inc. (Diversified Telecommunication Services)		994		5,189
LyondellBasell Industries N.V.—Class A (Chemicals)		264		21,920
M&T Bank Corp. (Banks)		180		26,111
Marathon Petroleum Corp. (Oil, Gas & Consumable Fuels)		254		29,563
MarketAxess Holdings, Inc. (Capital Markets)		20		5,578
Marriott International, Inc.—Class A (Hotels, Restaurants & Leisure)		138		20,593
Marsh & McLennan Cos., Inc. (Insurance)		186		30,779
Martin Marietta Materials, Inc. (Construction Materials)		65		21,968
Masco Corp. (Building Products)		67		3,127
Match Group, Inc.* (Interactive Media & Services)		290		12,032
McCormick & Co., Inc. (Food Products)		127		10,527
McDonald’s Corp. (Hotels, Restaurants & Leisure)		290		76,424
McKesson Corp. (Health Care Providers & Services)		79		29,634
Medtronic PLC (Health Care Equipment & Supplies)		1,384		107,564
Meta Platforms, Inc.*—Class A (Interactive Media & Services)		2,341		281,716
MetLife, Inc. (Insurance)		685		49,572
Mettler-Toledo International, Inc.* (Life Sciences Tools & Services)		8		11,564
MGM Resorts International (Hotels, Restaurants & Leisure)		332		11,132
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		293		20,583
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		1,132		56,577
Microsoft Corp. (Software)		3,258		781,335
Mid-America Apartment Communities, Inc. (Equity Real Estate Investment Trusts (REITs))		120		18,839
Mohawk Industries, Inc.* (Household Durables)		55		5,622
Molson Coors Beverage Co.—Class B (Beverages)		195		10,046
Mondelez International, Inc.—Class A (Food Products)		652		43,455
Moody’s Corp. (Capital Markets)		87		24,240
Morgan Stanley (Capital Markets)		1,373		116,732
Motorola Solutions, Inc. (Communications Equipment)		78		20,101
MSCI, Inc. (Capital Markets)		37		17,211
Nasdaq, Inc. (Capital Markets)		126		7,730
NetApp, Inc. (Technology Hardware, Storage & Peripherals)		227		13,634
Netflix, Inc.* (Entertainment)		463		136,529
Newell Brands, Inc. (Household Durables)		394		5,154
Newmont Corp. (Metals & Mining)		826		38,987
News Corp.—Class A (Media)		399		7,262
News Corp.—Class B (Media)		124		2,287
NextEra Energy, Inc. (Electric Utilities)		2,071		173,136

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Large-Cap Value :: 145

Common Stocks, continued

	Shares		Value
NIKE, Inc.—Class B (Textiles, Apparel & Luxury Goods)		1,311	$	153,400
NiSource, Inc. (Multi-Utilities)		421		11,544
Nordson Corp. (Machinery)		56		13,312
Norfolk Southern Corp. (Road & Rail)		240		59,141
Northern Trust Corp. (Capital Markets)		216		19,114
Northrop Grumman Corp. (Aerospace & Defense)		42		22,916
Norwegian Cruise Line Holdings, Ltd.* (Hotels, Restaurants & Leisure)		441		5,398
NRG Energy, Inc. (Electric Utilities)		125		3,978
NVR, Inc.* (Household Durables)		3		13,838
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		111		17,541
Omnicom Group, Inc. (Media)		212		17,293
Oracle Corp. (Software)		654		53,458
Organon & Co. (Pharmaceuticals)		263		7,346
Otis Worldwide Corp. (Machinery)		436		34,143
PACCAR, Inc. (Machinery)		362		35,827
Packaging Corp. of America (Containers & Packaging)		96		12,279
Paramount Global—Class B (Media)		526		8,879
Parker-Hannifin Corp. (Machinery)		133		38,703
Paychex, Inc. (IT Services)		144		16,641
PayPal Holdings, Inc.* (IT Services)		1,187		84,538
Pentair PLC (Machinery)		171		7,692
PerkinElmer, Inc. (Life Sciences Tools & Services)		131		18,369
Philip Morris International, Inc. (Tobacco)		743		75,199
Phillips 66 (Oil, Gas & Consumable Fuels)		493		51,311
Pinnacle West Capital Corp. (Electric Utilities)		119		9,049
Pool Corp. (Distributors)		14		4,233
PPG Industries, Inc. (Chemicals)		244		30,681
PPL Corp. (Electric Utilities)		767		22,412
Principal Financial Group, Inc. (Insurance)		92		7,721
Prologis, Inc. (Equity Real Estate Investment Trusts (REITs))		960		108,220
Prudential Financial, Inc. (Insurance)		383		38,093
Public Service Enterprise Group, Inc. (Multi-Utilities)		517		31,677
Public Storage (Equity Real Estate Investment Trusts (REITs))		63		17,652
PulteGroup, Inc. (Household Durables)		237		10,791
Qorvo, Inc.* (Semiconductors & Semiconductor Equipment)		106		9,608
Quest Diagnostics, Inc. (Health Care Providers & Services)		41		6,414
Ralph Lauren Corp. (Textiles, Apparel & Luxury Goods)		43		4,544
Raytheon Technologies Corp. (Aerospace & Defense)		1,530		154,407
Realty Income Corp. (Equity Real Estate Investment Trusts (REITs))		652		41,356
Regency Centers Corp. (Equity Real Estate Investment Trusts (REITs))		161		10,063
Regions Financial Corp. (Banks)		973		20,978
Republic Services, Inc. (Commercial Services & Supplies)		96		12,383
ResMed, Inc. (Health Care Equipment & Supplies)		70		14,569
Robert Half International, Inc. (Professional Services)		113		8,343
Rockwell Automation, Inc. (Electrical Equipment)		119		30,651
Roper Technologies, Inc. (Software)		111		47,962
Ross Stores, Inc. (Specialty Retail)		361		41,901
Royal Caribbean Cruises, Ltd.* (Hotels, Restaurants & Leisure)		228		11,270
S&P Global, Inc. (Capital Markets)		348		116,559
Salesforce, Inc.* (Software)		1,041		138,026
SBA Communications Corp. (Equity Real Estate Investment Trusts (REITs))		50		14,016
Schlumberger, Ltd. (Energy Equipment & Services)		694		37,101
Seagate Technology Holdings PLC (Technology Hardware, Storage & Peripherals)		199		10,469
Sealed Air Corp. (Containers & Packaging)		149		7,432
Sempra Energy (Multi-Utilities)		131		20,245
Signature Bank (Banks)		66		7,605
Simon Property Group, Inc. (Equity Real Estate Investment Trusts (REITs))		340		39,943
Skyworks Solutions, Inc. (Semiconductors & Semiconductor Equipment)		168		15,310
Snap-on, Inc. (Machinery)		24		5,484
Southwest Airlines Co.* (Airlines)		618		20,808
Stanley Black & Decker, Inc. (Machinery)		153		11,493
Starbucks Corp. (Hotels, Restaurants & Leisure)		586		58,131
State Street Corp. (Capital Markets)		381		29,554
STERIS PLC (Health Care Equipment & Supplies)		104		19,208
Stryker Corp. (Health Care Equipment & Supplies)		352		86,060
SVB Financial Group* (Banks)		62		14,269
Synchrony Financial (Consumer Finance)		468		15,378
Sysco Corp. (Food & Staples Retailing)		528		40,366
T. Rowe Price Group, Inc. (Capital Markets)		232		25,302
Take-Two Interactive Software, Inc.* (Entertainment)		166		17,286
Tapestry, Inc. (Textiles, Apparel & Luxury Goods)		251		9,558
Target Corp. (Multiline Retail)		481		71,688
TE Connectivity, Ltd. (Electronic Equipment, Instruments & Components)		330		37,884
Teledyne Technologies, Inc.* (Electronic Equipment, Instruments & Components)		49		19,596
Teleflex, Inc. (Health Care Equipment & Supplies)		49		12,232
Teradyne, Inc. (Semiconductors & Semiconductor Equipment)		83		7,250
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		351		57,992
Textron, Inc. (Aerospace & Defense)		216		15,293
The AES Corp. (Independent Power and Renewable Electricity Producers)		284		8,168
The Allstate Corp. (Insurance)		276		37,426
The Bank of New York Mellon Corp. (Capital Markets)		765		34,823
The Boeing Co.* (Aerospace & Defense)		584		111,245
The Charles Schwab Corp. (Capital Markets)		650		54,119
The Clorox Co. (Household Products)		71		9,963
The Coca-Cola Co. (Beverages)		1,417		90,136
The Cooper Cos., Inc. (Health Care Equipment & Supplies)		52		17,195
The Estee Lauder Cos., Inc. (Personal Products)		240		59,546
The Goldman Sachs Group, Inc. (Capital Markets)		354		121,557
The Home Depot, Inc. (Specialty Retail)		502		158,561
The Interpublic Group of Cos., Inc. (Media)		403		13,424

See accompanying notes to financial statements.

146 :: ProFund VP Large-Cap Value :: Financial Statements

Common Stocks, continued

	Shares		Value
The JM Smucker Co.—Class A (Food Products)		111	$	17,589
The Kraft Heinz Co. (Food Products)		829		33,748
The Kroger Co. (Food & Staples Retailing)		678		30,225
The PNC Financial Services Group, Inc. (Banks)		420		66,335
The Procter & Gamble Co. (Household Products)		1,110		168,232
The Sherwin-Williams Co. (Chemicals)		244		57,909
The Southern Co. (Electric Utilities)		1,134		80,979
The TJX Cos., Inc. (Specialty Retail)		436		34,706
The Travelers Cos., Inc. (Insurance)		112		20,999
The Walt Disney Co.* (Entertainment)		1,898		164,898
T-Mobile U.S., Inc.* (Wireless Telecommunication Services)		199		27,860
Trane Technologies PLC (Building Products)		239		40,174
TransDigm Group, Inc. (Aerospace & Defense)		29		18,260
Trimble, Inc.* (Electronic Equipment, Instruments & Components)		257		12,994
Truist Financial Corp. (Banks)		1,380		59,381
Tyler Technologies, Inc.* (Software)		22		7,093
Tyson Foods, Inc.—Class A (Food Products)		303		18,862
U.S. Bancorp (Banks)		1,406		61,316
UDR, Inc. (Equity Real Estate Investment Trusts (REITs))		318		12,316
Union Pacific Corp. (Road & Rail)		321		66,470
United Airlines Holdings, Inc.* (Airlines)		341		12,856
United Parcel Service, Inc.—Class B (Air Freight & Logistics)		761		132,292
United Rentals, Inc.* (Trading Companies & Distributors)		72		25,591
Universal Health Services, Inc.—Class B (Health Care Providers & Services)		66		9,299
Valero Energy Corp. (Oil, Gas & Consumable Fuels)		401		50,871
Ventas, Inc. (Equity Real Estate Investment Trusts (REITs))		415		18,696
VeriSign, Inc.* (IT Services)		50		10,272
Verisk Analytics, Inc. (Professional Services)		88		15,525
Verizon Communications, Inc. (Diversified Telecommunication Services)		4,372		172,257
VF Corp. (Textiles, Apparel & Luxury Goods)		344		9,498
Viatris, Inc. (Pharmaceuticals)		1,264		14,068
VICI Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		430		13,932
Vornado Realty Trust (Equity Real Estate Investment Trusts (REITs))		168		3,496
Vulcan Materials Co. (Construction Materials)		57		9,981
Walgreens Boots Alliance, Inc. (Food & Staples Retailing)		747		27,908
Walmart, Inc. (Food & Staples Retailing)		1,468		208,148
Warner Bros Discovery, Inc.* (Entertainment)		2,301		21,813
Waste Management, Inc. (Commercial Services & Supplies)		159		24,944
WEC Energy Group, Inc. (Multi-Utilities)		157		14,720
Wells Fargo & Co. (Banks)		3,965		163,715
Welltower, Inc. (Equity Real Estate Investment Trusts (REITs))		492		32,251
West Pharmaceutical Services, Inc. (Health Care Equipment & Supplies)		77		18,122
Western Digital Corp.* (Technology Hardware, Storage & Peripherals)		330		10,412
Westinghouse Air Brake Technologies Corp. (Machinery)		189		18,864
WestRock Co. (Containers & Packaging)		263		9,247
Weyerhaeuser Co. (Equity Real Estate Investment Trusts (REITs))		329		10,199
Whirlpool Corp. (Household Durables)		57		8,063
Willis Towers Watson PLC (Insurance)		113		27,638
Wynn Resorts, Ltd.* (Hotels, Restaurants & Leisure)		108		8,907
Xcel Energy, Inc. (Electric Utilities)		568		39,822
Xylem, Inc. (Machinery)		188		20,787
Yum! Brands, Inc. (Hotels, Restaurants & Leisure)		106		13,576
Zebra Technologies Corp.* (Electronic Equipment, Instruments & Components)		54		13,846
Zimmer Biomet Holdings, Inc. (Health Care Equipment & Supplies)		217		27,668
Zions Bancorp (Banks)		154		7,571
Zoetis, Inc. (Pharmaceuticals)		486		71,223
TOTAL COMMON STOCKS (Cost $12,486,749)				16,039,900

Repurchase Agreements^(b)(NM)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 4.17%–4.20%, dated 12/30/22, due 1/3/23, total to be received $7,003	$	7,000	$	7,000
TOTAL REPURCHASE AGREEMENTS (Cost $7,000)				7,000
TOTAL INVESTMENT SECURITIES (Cost $12,493,749)—100.4%				16,046,900
Net other assets (liabilities)—(0.4)%				(61,319	)
NET ASSETS—100.0%			$	15,985,581

*	Non-income producing security.
(a)	Number of shares is less than 0.50.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Large-Cap Value :: 147

ProFund VP Large-Cap Value invested in the following industries as of December 31, 2022:

	Value			% of Net Assets
Aerospace & Defense	$	429,142			2.6	%
Air Freight & Logistics		180,546			1.1	%
Airlines		69,906			0.4	%
Auto Components		35,897			0.2	%
Automobiles		97,576			0.6	%
Banks		1,282,442			8.1	%
Beverages		138,510			0.9	%
Biotechnology		21,877			0.1	%
Building Products		142,169			0.9	%
Capital Markets		832,470			5.2	%
Chemicals		348,049			2.2	%
Commercial Services & Supplies		54,489			0.3	%
Communications Equipment		243,511			1.5	%
Construction Materials		31,949			0.2	%
Consumer Finance		110,910			0.7	%
Containers & Packaging		92,177			0.6	%
Distributors		25,447			0.2	%
Diversified Financial Services		579,805			3.6	%
Diversified Telecommunication Services		314,085			2.0	%
Electric Utilities		669,428			4.1	%
Electrical Equipment		178,263			1.1	%
Electronic Equipment, Instruments & Components		133,825			0.8	%
Energy Equipment & Services		105,097			0.7	%
Entertainment		384,749			2.4	%
Equity Real Estate Investment Trusts (REITs)		728,031			4.5	%
Food & Staples Retailing		377,861			2.3	%
Food Products		204,470			1.3	%
Gas Utilities		6,388			NM
Health Care Equipment & Supplies		672,055			4.2	%
Health Care Providers & Services		410,238			2.6	%
Hotels, Restaurants & Leisure		378,626			2.4	%
Household Durables		97,016			0.6	%
Household Products		254,319			1.6	%
Independent Power and Renewable Electricity Producers		8,168			0.1	%
Industrial Conglomerates		314,019			2.0	%
Insurance		461,339			2.9	%
Interactive Media & Services		293,748			1.8	%
Internet & Direct Marketing Retail		449,011			2.8	%
IT Services		496,187			3.1	%
Leisure Products		8,297			0.1	%
Life Sciences Tools & Services		130,036			0.8	%
Machinery		360,037			2.3	%
Media		261,551			1.6	%
Metals & Mining		38,987			0.2	%
Multiline Retail		71,688			0.4	%
Multi-Utilities		252,982			1.6	%
Oil, Gas & Consumable Fuels		169,205			1.0	%
Personal Products		59,546			0.4	%
Pharmaceuticals		283,665			1.8	%
Professional Services		57,730			0.4	%
Real Estate Management & Development		25,320			0.2	%
Road & Rail		160,835			1.0	%
Semiconductors & Semiconductor Equipment		489,815			3.1	%
Software		1,224,918			7.8	%
Specialty Retail		321,138			2.0	%
Technology Hardware, Storage & Peripherals		80,648			0.5	%
Textiles, Apparel & Luxury Goods		177,000			1.1	%
Tobacco		116,064			0.7	%
Trading Companies & Distributors		39,976			0.3	%
Water Utilities		28,807			0.2	%
Wireless Telecommunication Services		27,860			0.2	%
Other**		(54,319	)		(0.4	)%
Total	$	15,985,581			100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.
NM	Not meaningful, amount is less than 0.05%.

See accompanying notes to financial statements.

148 :: ProFund VP Large-Cap Value :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	12,493,749
Securities, at value		16,039,900
Repurchase agreements, at value		7,000
Total Investment Securities, at value		16,046,900
Cash		537
Dividends and interest receivable		18,846
Prepaid expenses		1,268
TOTAL ASSETS		16,067,551
LIABILITIES:
Payable for capital shares redeemed		43,928
Advisory fees payable		9,035
Management services fees payable		1,205
Administration fees payable		1,408
Administrative services fees payable		4,669
Distribution fees payable		5,017
Transfer agency fees payable		2,375
Fund accounting fees payable		926
Compliance services fees payable		103
Other accrued expenses		13,304
TOTAL LIABILITIES		81,970
NET ASSETS	$	15,985,581
NET ASSETS CONSIST OF:
Capital	$	13,251,720
Total distributable earnings (loss)		2,733,861
NET ASSETS	$	15,985,581
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		354,390
Net Asset Value (offering and redemption price per share)	$	45.11

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	356,880
Interest		488
Foreign tax withholding		(53	)
Net income from securities lending		5
TOTAL INVESTMENT INCOME		357,320
EXPENSES:
Advisory fees		122,503
Management services fees		16,334
Administration fees		15,316
Transfer agency fees		13,449
Administrative services fees		41,989
Distribution fees		40,834
Custody fees		3,697
Fund accounting fees		10,271
Trustee fees		279
Compliance services fees		113
Other fees		17,183
Total Gross Expenses before reductions		281,968
Expenses reduced and reimbursed by the Advisor		(7,562	)
TOTAL NET EXPENSES		274,406
NET INVESTMENT INCOME (LOSS)		82,914
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		1,109,713
Change in net unrealized appreciation/depreciation on investment securities		(2,760,448	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(1,650,735	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,567,821	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Large-Cap Value :: 149

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	82,914		$	75,152
Net realized gains (losses) on investments		1,109,713			1,472,035
Change in net unrealized appreciation/depreciation on investments		(2,760,448	)		1,709,206
Change in net assets resulting from operations		(1,567,821	)		3,256,393
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(273,776	)		(149,393	)
Change in net assets resulting from distributions		(273,776	)		(149,393	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		34,906,014			12,214,725
Distributions reinvested		273,776			149,393
Value of shares redeemed		(35,229,655	)		(12,200,852	)
Change in net assets resulting from capital transactions		(49,865	)		163,266
Change in net assets		(1,891,462	)		3,270,266
NET ASSETS:
Beginning of period		17,877,043			14,606,777
End of period	$	15,985,581		$	17,877,043
SHARE TRANSACTIONS:
Issued		742,108			264,757
Reinvested		6,064			3,267
Redeemed		(756,249	)		(266,202	)
Change in shares		(8,077	)		1,822

See accompanying notes to financial statements.

150 :: ProFund VP Large-Cap Value :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	49.32		$	40.50		$	47.60		$	41.32		$	46.62
Investment Activities:
Net investment income (loss)(a)		0.23			0.22			0.43			0.37			0.38
Net realized and unrealized gains (losses) on investments		(3.59	)		9.03			(1.06	)		11.15			(5.29	)
Total income (loss) from investment activities		(3.36	)		9.25			(0.63	)		11.52			(4.91	)
Distributions to Shareholders From:
Net investment income		(0.23	)		(0.43	)		(0.50	)		(0.46	)		(0.39	)
Net realized gains on investments		(0.62	)		—			(5.97	)		(4.78	)		—
Total distributions		(0.85	)		(0.43	)		(6.47	)		(5.24	)		(0.39	)
Net Asset Value, End of Period	$	45.11		$	49.32		$	40.50		$	47.60		$	41.32
Total Return(b)		(6.82	)%		22.93	%		(0.06	)%		29.77	%		(10.63	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.73	%		1.70	%		1.77	%		1.74	%		1.70	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		0.51	%		0.48	%		1.05	%		0.81	%		0.84	%
Supplemental Data:
Net assets, end of period (000’s)	$	15,986		$	17,877		$	14,607		$	22,202		$	15,394
Portfolio turnover rate(c)		214	%		79	%		97	%		110	%		116	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Mid-Cap :: 151

ProFund VP Mid-Cap (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P MidCap 400^® (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -14.92%. For the same period, the Index had a total return of -13.06%¹ and a volatility of 25.79%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, and financial viability. Reconstitution occurs both on a quarterly and ongoing basis.

During the year ended December 31, 2022, the Fund invested in swap agreements and futures contracts as a substitute for investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Mid-Cap from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Mid-Cap		-14.92	%		4.39	%		8.38	%
S&P MidCap 400®		-13.06	%		6.71	%		10.78	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Mid-Cap		1.61	%		1.61	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Futures Contracts		12	%
Swap Agreements		88	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Mid-Cap primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

S&P MidCap 400^® – Composition

	% of Index
Industrials		20	%
Financials		15	%
Consumer Discretionary		14	%
Information Technology		12	%
Health Care		10	%
Real Estate		8	%
Materials		7	%
Utilities		4	%
Consumer Staples		4	%
Energy		4	%
Communication Services		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

152 :: ProFund VP Mid-Cap :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a)(b) (99.6%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $9,954,601	$	9,950,000	$	9,950,000
TOTAL REPURCHASE AGREEMENTS (Cost $9,950,000)				9,950,000
TOTAL INVESTMENT SECURITIES (Cost $9,950,000)—99.6%				9,950,000
Net other assets (liabilities)—0.4%				42,666
NET ASSETS—100.0%			$	9,992,666

(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $1,439,000.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Futures Contracts Purchased

	Number of Contracts		Expiration Date	Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
E-Mini S&P MidCap 400 Futures Contracts		5	3/20/23	$	1,221,300	$	(26,509	)

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
S&P MidCap 400	Goldman Sachs International	1/27/23		4.83	%	$	4,343,697	$	(8,541	)
S&P MidCap 400	UBS AG	1/27/23		4.68	%		4,426,694		(8,617	)
						$	8,770,391	$	(17,158	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Mid-Cap :: 153

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	9,950,000
Repurchase agreements, at value		9,950,000
Total Investment Securities, at value		9,950,000
Cash		24,240
Segregated cash balances for futures contracts with brokers		74,250
Interest receivable		2,301
Receivable for capital shares issued		1,383
Prepaid expenses		991
TOTAL ASSETS		10,053,165
LIABILITIES:
Payable for capital shares redeemed		1,226
Unrealized depreciation on swap agreements		17,158
Variation margin on futures contracts		6,700
Advisory fees payable		7,085
Management services fees payable		945
Administration fees payable		1,027
Administrative services fees payable		7,017
Distribution fees payable		7,293
Transfer agency fees payable		1,828
Fund accounting fees payable		580
Compliance services fees payable		79
Other accrued expenses		9,561
TOTAL LIABILITIES		60,499
NET ASSETS	$	9,992,666
NET ASSETS CONSIST OF:
Capital	$	12,689,320
Total distributable earnings (loss)		(2,696,654	)
NET ASSETS	$	9,992,666
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		680,882
Net Asset Value (offering and redemption price per share)	$	14.68

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	179,291
EXPENSES:
Advisory fees		92,460
Management services fees		12,328
Administration fees		11,687
Transfer agency fees		10,209
Administrative services fees		30,182
Distribution fees		30,820
Custody fees		1,756
Fund accounting fees		6,592
Trustee fees		205
Compliance services fees		79
Other fees		13,120
Total Gross Expenses before reductions		209,438
Expenses reduced and reimbursed by the Advisor		(3,478	)
TOTAL NET EXPENSES		205,960
NET INVESTMENT INCOME (LOSS)		(26,669	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on futures contracts		(29,043	)
Net realized gains (losses) on swap agreements		(2,311,230	)
Change in net unrealized appreciation/depreciation on futures contracts		(134,087	)
Change in net unrealized appreciation/depreciation on swap agreements		(54,913	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(2,529,273	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(2,555,942	)

See accompanying notes to financial statements.

154 :: ProFund VP Mid-Cap :: Financial Statements

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(26,669	)	$	(266,582	)
Net realized gains (losses) on investments		(2,340,273	)		2,818,803
Change in net unrealized appreciation/depreciation on investments		(189,000	)		139,169
Change in net assets resulting from operations		(2,555,942	)		2,691,390
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(2,431,456	)		(607,067	)
Change in net assets resulting from distributions		(2,431,456	)		(607,067	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		13,095,082			29,302,491
Distributions reinvested		2,431,456			607,067
Value of shares redeemed		(16,396,855	)		(26,874,287	)
Change in net assets resulting from capital transactions		(870,317	)		3,035,271
Change in net assets		(5,857,715	)		5,119,594
NET ASSETS:
Beginning of period		15,850,381			10,730,787
End of period	$	9,992,666		$	15,850,381
SHARE TRANSACTIONS:
Issued		841,147			1,429,285
Reinvested		162,857			30,429
Redeemed		(1,061,480	)		(1,312,571	)
Change in shares		(57,476	)		147,143

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Mid-Cap :: 155

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	21.47		$	18.15		$	23.89		$	19.37		$	29.47
Investment Activities:
Net investment income (loss)(a)		(0.04	)		(0.33	)		(0.26	)		0.11			0.02
Net realized and unrealized gains (losses) on investments		(3.10	)		4.31			1.63			4.44			(2.56	)
Total income (loss) from investment activities		(3.14	)		3.98			1.37			4.55			(2.54	)
Distributions to Shareholders From:
Net investment income		—			—			(0.22	)		(0.03	)		—
Net realized gains on investments		(3.65	)		(0.66	)		(6.89	)		—			(7.56	)
Total distributions		(3.65	)		(0.66	)		(7.11	)		(0.03	)		(7.56	)
Net Asset Value, End of Period	$	14.68		$	21.47		$	18.15		$	23.89		$	19.37
Total Return(b)		(14.92	)%		22.21	%		10.76	%		23.53	%		(12.86	)%(c)
Ratios to Average Net Assets:
Gross expenses(b)		1.70	%		1.61	%		1.70	%		1.64	%		1.52	%
Net expenses(b)		1.67	%		1.61	%		1.70	%(d)		1.64	%		1.49	%(c)
Net investment income (loss)(b)		(0.22	)%		(1.61	)%		(1.34	)%		0.50	%		0.08	%(c)
Supplemental Data:
Net assets, end of period (000’s)	$	9,993		$	15,850		$	10,731		$	11,332		$	21,039
Portfolio turnover rate(e)		—			—			—			—			—

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	During 2018, the Fund received a non-recurring reimbursement from a third party relating to expenses that were incurred in a prior year. Had this reimbursement not occurred, the net expense ratio and net investment income (loss) ratio would have been 1.52% and 0.05%, respectively, and the total return would have been (12.94)%.
(d)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.
(e)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

156 :: ProFund VP Mid-Cap Growth :: Management Discussion of Fund Performance

ProFund VP Mid-Cap Growth (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P MidCap 400^® Growth Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -20.34%. For the same period, the Index had a total return of -18.96%¹ and a volatility of 28.56%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is designed to provide a comprehensive measure of mid-cap U.S. equity “growth” performance. It is an unmanaged, float-adjusted, market capitalization-weighted index comprising stocks representing approximately half the market capitalization of the S&P MidCap 400^® that have been identified as being on the growth end of the growth-value spectrum.

Value of a $10,000 Investment at Net Asset Value*

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Mid-Cap Growth from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Mid-Cap Growth		-20.34	%		4.26	%		8.59	%
S&P MidCap 400® Growth Index		-18.96	%		6.02	%		10.39	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Mid-Cap Growth		1.73	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Fair Isaac Corp.		1.4	%
United Therapeutics Corp.		1.2	%
Hubbell, Inc.		1.2	%
RPM International, Inc.		1.2	%
Carlisle Cos., Inc.		1.2	%

S&P MidCap 400^® Growth Index – Composition

	% of Index
Industrials		22	%
Health Care		13	%
Information Technology		12	%
Consumer Discretionary		12	%
Financials		11	%
Materials		8	%
Energy		7	%
Real Estate		5	%
Consumer Staples		4	%
Utilities		4	%
Communication Services		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Mid-Cap Growth :: 157

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (100.0%)

	Shares		Value
Acadia Healthcare Co., Inc.* (Health Care Providers & Services)		605	$	49,804
Acuity Brands, Inc. (Electrical Equipment)		185		30,638
AECOM (Construction & Engineering)		866		73,549
Affiliated Managers Group, Inc. (Capital Markets)		286		45,311
AGCO Corp. (Machinery)		369		51,177
Allegro MicroSystems, Inc.* (Semiconductors & Semiconductor Equipment)		290		8,706
American Financial Group, Inc. (Insurance)		361		49,558
Amkor Technology, Inc. (Semiconductors & Semiconductor Equipment)		1,151		27,601
Annaly Capital Management, Inc. (Mortgage Real Estate Investment Trusts (REITs))		5,368		113,157
Antero Midstream Corp. (Oil, Gas & Consumable Fuels)		3,841		41,444
Antero Resources Corp.* (Oil, Gas & Consumable Fuels)		3,168		98,177
AptarGroup, Inc. (Containers & Packaging)		351		38,603
Arrowhead Pharmaceuticals, Inc.* (Biotechnology)		583		23,646
Ashland, Inc. (Chemicals)		384		41,292
AutoNation, Inc.* (Specialty Retail)		181		19,421
Avis Budget Group, Inc.* (Road & Rail)		286		46,884
Axon Enterprise, Inc.* (Aerospace & Defense)		776		128,761
Bank of Hawaii Corp. (Banks)		234		18,149
Belden, Inc. (Electronic Equipment, Instruments & Components)		492		35,375
BellRing Brands, Inc.* (Personal Products)		635		16,281
BJ’s Wholesale Club Holdings, Inc.* (Food & Staples Retailing)		883		58,419
Black Hills Corp. (Multi-Utilities)		388		27,292
Blackbaud, Inc.* (Software)		235		13,832
Boyd Gaming Corp. (Hotels, Restaurants & Leisure)		537		29,283
Brixmor Property Group, Inc. (Equity Real Estate Investment Trusts (REITs))		1,685		38,199
Bruker Corp. (Life Sciences Tools & Services)		678		46,341
Brunswick Corp. (Leisure Products)		490		35,319
Builders FirstSource, Inc.* (Building Products)		1,688		109,517
Cabot Corp. (Chemicals)		646		43,179
CACI International, Inc.*—Class A (Professional Services)		174		52,303
Calix, Inc.* (Communications Equipment)		654		44,753
Carlisle Cos., Inc. (Building Products)		593		139,741
Casey’s General Stores, Inc. (Food & Staples Retailing)		428		96,022
Cathay General Bancorp (Banks)		435		17,744
Celsius Holdings, Inc.* (Beverages)		463		48,171
ChampionX Corp. (Energy Equipment & Services)		2,287		66,300
Chart Industries, Inc.* (Machinery)		217		25,005
Chemed Corp. (Health Care Providers & Services)		116		59,210
Choice Hotels International, Inc. (Hotels, Restaurants & Leisure)		189		21,289
Churchill Downs, Inc. (Hotels, Restaurants & Leisure)		378		79,920
Cirrus Logic, Inc.* (Semiconductors & Semiconductor Equipment)		632		47,071
Clean Harbors, Inc.* (Commercial Services & Supplies)		578		65,961
CNX Resources Corp.* (Oil, Gas & Consumable Fuels)		2,069		34,842
Cognex Corp. (Electronic Equipment, Instruments & Components)		1,032		48,618
Commerce Bancshares, Inc. (Banks)		891		60,623
Commercial Metals Co. (Metals & Mining)		754		36,418
CommVault Systems, Inc.* (Software)		342		21,491
Concentrix Corp. (IT Services)		486		64,716
Corporate Office Properties Trust (Equity Real Estate Investment Trusts (REITs))		670		17,380
Crane Holdings Co. (Machinery)		274		27,523
Crocs, Inc.* (Textiles, Apparel & Luxury Goods)		709		76,877
CubeSmart (Equity Real Estate Investment Trusts (REITs))		1,391		55,988
Cullen/Frost Bankers, Inc. (Banks)		495		66,182
Curtiss-Wright Corp. (Aerospace & Defense)		440		73,476
Darling Ingredients, Inc.* (Food Products)		1,839		115,103
Deckers Outdoor Corp.* (Textiles, Apparel & Luxury Goods)		304		121,345
Dick’s Sporting Goods, Inc. (Specialty Retail)		319		38,373
Donaldson Co., Inc. (Machinery)		899		52,924
DT Midstream, Inc. (Oil, Gas & Consumable Fuels)		1,110		61,339
Dycom Industries, Inc.* (Construction & Engineering)		230		21,528
Dynatrace, Inc.* (Software)		2,311		88,511
Eagle Materials, Inc. (Construction Materials)		424		56,328
East West Bancorp, Inc. (Banks)		826		54,433
EastGroup Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		275		40,717
EMCOR Group, Inc. (Construction & Engineering)		548		81,165
Encompass Health Corp. (Health Care Providers & Services)		526		31,460
Envestnet, Inc.* (Software)		313		19,312
Equitrans Midstream Corp. (Oil, Gas & Consumable Fuels)		2,283		15,296
Essential Utilities, Inc. (Water Utilities)		2,740		130,780
Euronet Worldwide, Inc.* (IT Services)		265		25,011
Evercore, Inc.—Class A (Capital Markets)		204		22,252
Exelixis, Inc.* (Biotechnology)		3,698		59,316
ExlService Holdings, Inc.* (IT Services)		379		64,214
Fair Isaac Corp.* (Software)		287		171,793
Federated Hermes, Inc.—Class B (Capital Markets)		669		24,291
First Financial Bankshares, Inc. (Banks)		789		27,142
First Horizon Corp. (Banks)		4,063		99,544
First Industrial Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		774		37,353
FirstCash Holdings, Inc. (Consumer Finance)		431		37,458
Five Below, Inc.* (Specialty Retail)		440		77,822

See accompanying notes to financial statements.

158 :: ProFund VP Mid-Cap Growth :: Financial Statements

Common Stocks, continued

	Shares		Value
Flowers Foods, Inc. (Food Products)		1,388	$	39,891
Fox Factory Holding Corp.* (Auto Components)		485		44,247
FTI Consulting, Inc.* (Professional Services)		395		62,726
Fulton Financial Corp. (Banks)		939		15,803
GATX Corp. (Trading Companies & Distributors)		210		22,331
Genpact, Ltd. (IT Services)		1,104		51,137
Gentex Corp. (Auto Components)		1,238		33,760
Glacier Bancorp, Inc. (Banks)		688		34,001
Globus Medical, Inc.* (Health Care Equipment & Supplies)		888		65,952
Graco, Inc. (Machinery)		1,257		84,546
Grand Canyon Education, Inc.* (Diversified Consumer Services)		351		37,087
H&R Block, Inc. (Diversified Consumer Services)		1,782		65,061
Haemonetics Corp.* (Health Care Equipment & Supplies)		581		45,696
Halozyme Therapeutics, Inc.* (Biotechnology)		1,552		88,309
Hancock Whitney Corp. (Banks)		481		23,276
Harley-Davidson, Inc. (Automobiles)		962		40,019
HealthEquity, Inc.* (Health Care Providers & Services)		971		59,851
HF Sinclair Corp. (Oil, Gas & Consumable Fuels)		679		35,233
Hubbell, Inc. (Electrical Equipment)		617		144,797
IAA, Inc.* (Commercial Services & Supplies)		983		39,320
IDACORP, Inc. (Electric Utilities)		308		33,218
Inari Medical, Inc.* (Health Care Equipment & Supplies)		554		35,212
Ingevity Corp.* (Chemicals)		403		28,387
Insperity, Inc. (Professional Services)		409		46,462
Interactive Brokers Group, Inc. (Capital Markets)		662		47,896
International Bancshares Corp. (Banks)		369		16,885
Iridium Communications, Inc.* (Diversified Telecommunication Services)		1,442		74,119
ITT, Inc. (Machinery)		437		35,441
Jazz Pharmaceuticals PLC* (Pharmaceuticals)		723		115,181
Jefferies Financial Group, Inc. (Diversified Financial Services)		2,101		72,022
KBR, Inc. (Professional Services)		1,575		83,160
Kinsale Capital Group, Inc. (Insurance)		247		64,596
Knight-Swift Transportation Holdings, Inc. (Road & Rail)		921		48,270
Lamar Advertising Co.—Class A (Equity Real Estate Investment Trusts (REITs))		562		53,053
Lancaster Colony Corp. (Food Products)		227		44,787
Landstar System, Inc. (Road & Rail)		412		67,115
Lantheus Holdings, Inc.* (Health Care Equipment & Supplies)		790		40,258
Lattice Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		1,574		102,122
Lennox International, Inc. (Building Products)		229		54,784
LHC Group, Inc.* (Health Care Providers & Services)		356		57,562
Life Storage, Inc. (Equity Real Estate Investment Trusts (REITs))		595		58,607
Light & Wonder, Inc.* (Hotels, Restaurants & Leisure)		495		29,007
Lincoln Electric Holdings, Inc. (Machinery)		663		95,797
Littelfuse, Inc. (Electronic Equipment, Instruments & Components)		176		38,755
Louisiana-Pacific Corp. (Paper & Forest Products)		822		48,662
MACOM Technology Solutions Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		587		36,969
Manhattan Associates, Inc.* (Software)		415		50,381
Masimo Corp.* (Health Care Equipment & Supplies)		349		51,635
Matador Resources Co. (Oil, Gas & Consumable Fuels)		1,288		73,725
Medpace Holdings, Inc.* (Life Sciences Tools & Services)		290		61,599
Mercury Systems, Inc.* (Aerospace & Defense)		386		17,270
MP Materials Corp.* (Metals & Mining)		1,058		25,688
MSA Safety, Inc. (Commercial Services & Supplies)		233		33,596
MSC Industrial Direct Co., Inc. (Trading Companies & Distributors)		271		22,141
Murphy Oil Corp. (Oil, Gas & Consumable Fuels)		1,678		72,171
Murphy USA, Inc. (Specialty Retail)		238		66,531
National Fuel Gas Co. (Gas Utilities)		735		46,526
National Instruments Corp. (Electronic Equipment, Instruments & Components)		868		32,029
National Retail Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		1,087		49,741
National Storage Affiliates Trust (Equity Real Estate Investment Trusts (REITs))		456		16,471
Neurocrine Biosciences, Inc.* (Biotechnology)		1,104		131,862
New Jersey Resources Corp. (Gas Utilities)		718		35,627
NewMarket Corp. (Chemicals)		42		13,067
Nexstar Media Group, Inc. (Media)		432		75,613
NOV, Inc. (Energy Equipment & Services)		4,506		94,130
Novanta, Inc.* (Electronic Equipment, Instruments & Components)		410		55,706
nVent Electric PLC (Electrical Equipment)		1,913		73,593
OGE Energy Corp. (Electric Utilities)		2,299		90,926
Olin Corp. (Chemicals)		1,461		77,345
Ollie’s Bargain Outlet Holdings, Inc.* (Multiline Retail)		327		15,317
Omega Healthcare Investors, Inc. (Equity Real Estate Investment Trusts (REITs))		1,315		36,754
ONE Gas, Inc. (Gas Utilities)		621		47,021
Option Care Health, Inc.* (Health Care Providers & Services)		1,775		53,410
Ormat Technologies, Inc. (Independent Power and Renewable Electricity Producers)		330		28,538
Owens Corning (Building Products)		580		49,474
Papa John’s International, Inc. (Hotels, Restaurants & Leisure)		166		13,663
Paylocity Holding Corp.* (Software)		473		91,886
PBF Energy, Inc.—Class A (Oil, Gas & Consumable Fuels)		1,311		53,463
PDC Energy, Inc. (Oil, Gas & Consumable Fuels)		1,058		67,162
Penumbra, Inc.* (Health Care Equipment & Supplies)		275		61,177
Performance Food Group Co.* (Food & Staples Retailing)		805		47,004
PNM Resources, Inc. (Electric Utilities)		610		29,762
Polaris, Inc. (Leisure Products)		326		32,926

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Mid-Cap Growth :: 159

Common Stocks, continued

	Shares		Value
PotlatchDeltic Corp. (Equity Real Estate Investment Trusts (REITs))		528	$	23,227
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		656		47,048
Primerica, Inc. (Insurance)		292		41,411
Progyny, Inc.* (Health Care Providers & Services)		320		9,968
Qualys, Inc.* (Software)		397		44,555
QuidelOrtho Corp.* (Health Care Equipment & Supplies)		338		28,956
Range Resources Corp. (Oil, Gas & Consumable Fuels)		2,773		69,380
Rayonier, Inc. (Equity Real Estate Investment Trusts (REITs))		923		30,422
Reliance Steel & Aluminum Co. (Metals & Mining)		674		136,446
RenaissanceRe Holdings, Ltd. (Insurance)		281		51,769
Repligen Corp.* (Life Sciences Tools & Services)		593		100,401
Rexford Industrial Realty, Inc. (Equity Real Estate Investment Trusts (REITs))		1,201		65,622
RLI Corp. (Insurance)		462		60,647
Royal Gold, Inc. (Metals & Mining)		753		84,878
RPM International, Inc. (Chemicals)		1,483		144,518
Saia, Inc.* (Road & Rail)		174		36,484
Science Applications International Corp. (Professional Services)		425		47,145
SEI Investments Co. (Capital Markets)		1,176		68,561
Selective Insurance Group, Inc. (Insurance)		692		61,318
Service Corp. International (Diversified Consumer Services)		1,766		122,101
Shockwave Medical, Inc.* (Health Care Equipment & Supplies)		415		85,328
Silgan Holdings, Inc. (Containers & Packaging)		960		49,767
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		202		27,405
Simpson Manufacturing Co., Inc. (Building Products)		488		43,266
SiTime Corp.* (Semiconductors & Semiconductor Equipment)		99		10,060
SLM Corp. (Consumer Finance)		2,869		47,626
Sonoco Products Co. (Containers & Packaging)		571		34,665
Southwestern Energy Co.* (Oil, Gas & Consumable Fuels)		12,664		74,084
Spire, Inc. (Gas Utilities)		295		20,314
Sprouts Farmers Market, Inc.* (Food & Staples Retailing)		656		21,235
STAAR Surgical Co.* (Health Care Equipment & Supplies)		376		18,251
STORE Capital Corp. (Equity Real Estate Investment Trusts (REITs))		1,463		46,904
SunPower Corp.* (Semiconductors & Semiconductor Equipment)		545		9,826
Super Micro Computer, Inc.* (Technology Hardware, Storage & Peripherals)		425		34,893
Tandem Diabetes Care, Inc.* (Health Care Equipment & Supplies)		443		19,913
Tempur Sealy International, Inc. (Household Durables)		1,961		67,321
Teradata Corp.* (IT Services)		537		18,075
Tetra Tech, Inc. (Commercial Services & Supplies)		346		50,236
Texas Roadhouse, Inc. (Hotels, Restaurants & Leisure)		767		69,758
The Boston Beer Co., Inc.*—Class A (Beverages)		74		24,384
The Brink’s Co. (Commercial Services & Supplies)		250		13,428
The Chemours Co. (Chemicals)		986		30,191
The Hanover Insurance Group, Inc. (Insurance)		241		32,566
The Middleby Corp.* (Machinery)		296		39,634
The New York Times Co.—Class A (Media)		944		30,642
The Timken Co. (Machinery)		372		26,289
The Toro Co. (Machinery)		1,196		135,388
The Wendy’s Co. (Hotels, Restaurants & Leisure)		1,954		44,219
TopBuild Corp.* (Household Durables)		195		30,516
Trex Co., Inc.* (Building Products)		667		28,234
United Bankshares, Inc. (Banks)		741		30,003
United Therapeutics Corp.* (Biotechnology)		524		145,719
Universal Display Corp. (Semiconductors & Semiconductor Equipment)		315		34,033
Valmont Industries, Inc. (Construction & Engineering)		245		81,014
Valvoline, Inc. (Chemicals)		934		30,495
Vicor Corp.* (Electrical Equipment)		110		5,913
Visteon Corp.* (Auto Components)		323		42,258
Washington Federal, Inc. (Thrifts & Mortgage Finance)		397		13,319
Watsco, Inc. (Trading Companies & Distributors)		382		95,271
Watts Water Technologies, Inc.—Class A (Machinery)		163		23,835
Westlake Corp. (Chemicals)		396		40,606
WEX, Inc.* (IT Services)		500		81,825
Williams-Sonoma, Inc. (Specialty Retail)		366		42,061
Wingstop, Inc. (Hotels, Restaurants & Leisure)		343		47,204
Wolfspeed, Inc.* (Semiconductors & Semiconductor Equipment)		642		44,324
World Wrestling Entertainment, Inc.—Class A (Entertainment)		497		34,054
Worthington Industries, Inc. (Metals & Mining)		171		8,500
Wyndham Hotels & Resorts, Inc. (Hotels, Restaurants & Leisure)		527		37,580
YETI Holdings, Inc.* (Leisure Products)		544		22,473
TOTAL COMMON STOCKS (Cost $9,420,126)				11,957,411
TOTAL INVESTMENT SECURITIES (Cost $9,420,126)—100.0%				11,957,411
Net other assets (liabilities)—NM				(3,085	)
NET ASSETS—100.0%			$	11,954,326

*  Non-income producing security.

See accompanying notes to financial statements.

160 :: ProFund VP Mid-Cap Growth :: Financial Statements

ProFund VP Mid-Cap Growth invested in the following industries as of December 31, 2022:

	Value			% of Net Assets
Aerospace & Defense	$	219,507			1.8	%
Auto Components		120,265			1.0	%
Automobiles		40,019			0.3	%
Banks		463,785			4.0	%
Beverages		72,555			0.6	%
Biotechnology		448,852			3.8	%
Building Products		425,016			3.6	%
Capital Markets		208,311			1.7	%
Chemicals		449,080			3.8	%
Commercial Services & Supplies		202,541			1.7	%
Communications Equipment		44,753			0.4	%
Construction & Engineering		257,256			2.2	%
Construction Materials		56,328			0.5	%
Consumer Finance		85,084			0.7	%
Containers & Packaging		123,035			1.0	%
Diversified Consumer Services		224,249			1.9	%
Diversified Financial Services		72,022			0.6	%
Diversified Telecommunication Services		74,119			0.6	%
Electric Utilities		153,906			1.3	%
Electrical Equipment		254,941			2.1	%
Electronic Equipment, Instruments & Components		210,483			1.8	%
Energy Equipment & Services		160,430			1.3	%
Entertainment		34,054			0.3	%
Equity Real Estate Investment Trusts (REITs)		570,438			4.8	%
Food & Staples Retailing		222,680			1.9	%
Food Products		199,781			1.7	%
Gas Utilities		149,488			1.3	%
Health Care Equipment & Supplies		452,378			3.7	%
Health Care Providers & Services		321,265			2.7	%
Hotels, Restaurants & Leisure		371,923			3.1	%
Household Durables		97,837			0.8	%
Independent Power and Renewable Electricity Producers		28,538			0.2	%
Insurance		361,865			3.0	%
IT Services		304,978			2.6	%
Leisure Products		90,718			0.8	%
Life Sciences Tools & Services		208,341			1.7	%
Machinery		597,559			4.9	%
Media		106,255			0.9	%
Metals & Mining		291,930			2.4	%
Mortgage Real Estate Investment Trusts (REITs)		113,157			0.9	%
Multiline Retail		15,317			0.1	%
Multi-Utilities		27,292			0.2	%
Oil, Gas & Consumable Fuels		696,316			5.9	%
Paper & Forest Products		48,662			0.4	%
Personal Products		16,281			0.1	%
Pharmaceuticals		115,181			1.0	%
Professional Services		291,796			2.4	%
Road & Rail		198,753			1.7	%
Semiconductors & Semiconductor Equipment		395,165			3.3	%
Software		501,761			4.1	%
Specialty Retail		244,208			2.0	%
Technology Hardware, Storage & Peripherals		34,893			0.3	%
Textiles, Apparel & Luxury Goods		198,222			1.7	%
Thrifts & Mortgage Finance		13,319			0.1	%
Trading Companies & Distributors		139,743			1.2	%
Water Utilities		130,780			1.1	%
Other**		(3,085	)		NM
Total	$	11,954,326			100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.
NM	Not meaningful, amount is less than 0.05%.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Mid-Cap Growth :: 161

Statement of Assets and Liabilities
December 31, 2022  

ASSETS:
Total Investment Securities, at cost	$	9,420,126
Securities, at value		11,957,411
Total Investment Securities, at value		11,957,411
Dividends receivable		10,556
Receivable for capital shares issued		880,124
Prepaid expenses		1,073
TOTAL ASSETS		12,849,164
LIABILITIES:
Cash overdraft		2,315
Payable for capital shares redeemed		70
Payable for investments purchased		863,969
Advisory fees payable		6,578
Management services fees payable		877
Administration fees payable		1,078
Administrative services fees payable		3,339
Distribution fees payable		3,136
Transfer agency fees payable		1,853
Fund accounting fees payable		678
Compliance services fees payable		86
Other accrued expenses		10,859
TOTAL LIABILITIES		894,838
NET ASSETS	$	11,954,326
NET ASSETS CONSIST OF:
Capital	$	10,023,182
Total distributable earnings (loss)		1,931,144
NET ASSETS	$	11,954,326
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		376,556
Net Asset Value (offering and redemption price per share)	$	31.75

Statement of Operations
For the Year Ended December 31, 2022  

INVESTMENT INCOME:
Dividends	$	146,539
Interest		658
Net income from securities lending		7,798
TOTAL INVESTMENT INCOME		154,995
EXPENSES:
Advisory fees		104,435
Management services fees		13,925
Administration fees		13,304
Transfer agency fees		11,449
Administrative services fees		40,193
Distribution fees		34,812
Custody fees		3,936
Fund accounting fees		8,224
Trustee fees		231
Compliance services fees		86
Other fees		14,203
Total Gross Expenses before reductions		244,798
Expenses reduced and reimbursed by the Advisor		(10,864	)
TOTAL NET EXPENSES		233,934
NET INVESTMENT INCOME (LOSS)		(78,939	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		286,094
Change in net unrealized appreciation/depreciation on investment securities		(4,167,629	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(3,881,535	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(3,960,474	)

See accompanying notes to financial statements.

162 :: ProFund VP Mid-Cap Growth :: Financial Statements

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(78,939	)	$	(206,922	)
Net realized gains (losses) on investments		286,094			3,588,752
Change in net unrealized appreciation/depreciation on investments		(4,167,629	)		(558,524	)
Change in net assets resulting from operations		(3,960,474	)		2,823,306
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(2,989,337	)		(1,717,430	)
Change in net assets resulting from distributions		(2,989,337	)		(1,717,430	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		9,312,671			16,047,007
Distributions reinvested		2,989,337			1,717,430
Value of shares redeemed		(14,100,005	)		(19,196,646	)
Change in net assets resulting from capital transactions		(1,797,997	)		(1,432,209	)
Change in net assets		(8,747,808	)		(326,333	)
NET ASSETS:
Beginning of period		20,702,134			21,028,467
End of period	$	11,954,326		$	20,702,134
SHARE TRANSACTIONS:
Issued		261,067			318,114
Reinvested		92,065			37,279
Redeemed		(384,421	)		(388,586	)
Change in shares		(31,289	)		(33,193	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Mid-Cap Growth :: 163

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	50.76		$	47.68		$	43.13		$	38.51		$	47.64
Investment Activities:
Net investment income (loss)(a)		(0.21	)		(0.51	)		(0.28	)		(0.16	)		(0.23	)
Net realized and unrealized gains (losses) on investments		(9.92	)		8.14			8.71			9.17			(4.76	)
Total income (loss) from investment activities		(10.13	)		7.63			8.43			9.01			(4.99	)
Distributions to Shareholders From:
Net realized gains on investments		(8.88	)		(4.55	)		(3.88	)		(4.39	)		(4.14	)
Net Asset Value, End of Period	$	31.75		$	50.76		$	47.68		$	43.13		$	38.51
Total Return(b)		(20.34	)%		16.97	%		20.90	%		24.24	%		(11.98	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.76	%		1.73	%		1.78	%		1.75	%		1.70	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		(0.57	)%		(1.02	)%		(0.68	)%		(0.38	)%		(0.48	)%
Supplemental Data:
Net assets, end of period (000’s)	$	11,954		$	20,702		$	21,028		$	20,792		$	14,603
Portfolio turnover rate(c)		94	%		113	%		184	%		191	%		131	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

164 :: ProFund VP Mid-Cap Value :: Management Discussion of Fund Performance

ProFund VP Mid-Cap Value (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the S&P MidCap 400^® Value Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -8.45%. For the same period, the Index had a total return of -6.93%¹ and a volatility of 23.69%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is designed to provide a comprehensive measure of mid-cap U.S. equity “value” performance. It is an unmanaged, float-adjusted, market capitalization-weighted index comprising stocks representing approximately half the market capitalization of the S&P MidCap 400^® that have been identified as being on the value end of the growth-value spectrum.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Mid-Cap Value from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Mid-Cap Value		-8.45	%		5.31	%		9.06	%
S&P MidCap 400® Value Index		-6.93	%		6.98	%		10.84	%
Expense Ratios**
Fund	Gross			Net
ProFund VP Mid-Cap Value		1.70	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Reinsurance Group of America, Inc.		0.9	%
Jabil, Inc.		0.9	%
Cleveland-Cliffs, Inc.		0.8	%
Webster Financial Corp.		0.8	%
Alcoa Corp.		0.8	%

S&P MidCap 400^® Value Index – Composition

	% of Index
Financials		19	%
Industrials		18	%
Consumer Discretionary		16	%
Information Technology		12	%
Real Estate		12	%
Health Care		7	%
Materials		5	%
Utilities		4	%
Consumer Staples		4	%
Communication Services		2	%
Energy		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Mid-Cap Value :: 165

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (100.0%)

	Shares		Value
Acadia Healthcare Co., Inc.* (Health Care Providers & Services)		498	$	40,995
ACI Worldwide, Inc.* (Software)		1,468		33,764
Acuity Brands, Inc. (Electrical Equipment)		211		34,944
Adient PLC* (Auto Components)		1,237		42,912
AECOM (Construction & Engineering)		838		71,171
Affiliated Managers Group, Inc. (Capital Markets)		167		26,458
AGCO Corp. (Machinery)		386		53,534
Alcoa Corp. (Metals & Mining)		2,310		105,036
Allegro MicroSystems, Inc.* (Semiconductors & Semiconductor Equipment)		518		15,550
ALLETE, Inc. (Electric Utilities)		747		48,189
Amedisys, Inc.* (Health Care Providers & Services)		424		35,421
American Financial Group, Inc. (Insurance)		503		69,052
Apartment Income REIT Corp. (Equity Real Estate Investment Trusts (REITs))		1,958		67,179
AptarGroup, Inc. (Containers & Packaging)		451		49,601
Arrow Electronics, Inc.* (Electronic Equipment, Instruments & Components)		804		84,075
Arrowhead Pharmaceuticals, Inc.* (Biotechnology)		718		29,122
ASGN, Inc.* (Professional Services)		651		53,043
Ashland, Inc. (Chemicals)		215		23,119
Aspen Technology, Inc.* (Software)		379		77,846
Associated Banc-Corp. (Banks)		1,963		45,326
AutoNation, Inc.* (Specialty Retail)		241		25,859
Avient Corp. (Chemicals)		1,117		37,710
Avnet, Inc. (Electronic Equipment, Instruments & Components)		1,194		49,647
Azenta, Inc.* (Life Sciences Tools & Services)		978		56,940
Bank of Hawaii Corp. (Banks)		256		19,855
Bank OZK (Banks)		1,445		57,887
BellRing Brands, Inc.* (Personal Products)		1,044		26,768
BJ’s Wholesale Club Holdings, Inc.* (Food & Staples Retailing)		758		50,149
Black Hills Corp. (Multi-Utilities)		408		28,699
Blackbaud, Inc.* (Software)		314		18,482
Boyd Gaming Corp. (Hotels, Restaurants & Leisure)		424		23,121
Brighthouse Financial, Inc.* (Insurance)		902		46,246
Brixmor Property Group, Inc. (Equity Real Estate Investment Trusts (REITs))		1,996		45,249
Bruker Corp. (Life Sciences Tools & Services)		535		36,567
Brunswick Corp. (Leisure Products)		386		27,823
Cable One, Inc. (Media)		62		44,135
CACI International, Inc.*—Class A (Professional Services)		110		33,065
Cadence Bank (Banks)		2,382		58,740
Capri Holdings, Ltd.* (Textiles, Apparel & Luxury Goods)		1,680		96,297
Carter’s, Inc. (Textiles, Apparel & Luxury Goods)		498		37,156
Cathay General Bancorp (Banks)		477		19,457
Chart Industries, Inc.* (Machinery)		300		34,569
Chemed Corp. (Health Care Providers & Services)		62		31,647
Choice Hotels International, Inc. (Hotels, Restaurants & Leisure)		150		16,896
Ciena Corp.* (Communications Equipment)		1,934		98,596
Cleveland-Cliffs, Inc.* (Metals & Mining)		6,727		108,372
CNO Financial Group, Inc. (Insurance)		1,495		34,161
Coca-Cola Consolidated, Inc. (Beverages)		60		30,741
Cognex Corp. (Electronic Equipment, Instruments & Components)		1,083		51,020
Coherent Corp.* (Electronic Equipment, Instruments & Components)		1,811		63,566
Columbia Sportswear Co. (Textiles, Apparel & Luxury Goods)		462		40,462
Commerce Bancshares, Inc. (Banks)		478		32,548
Commercial Metals Co. (Metals & Mining)		674		32,554
CommVault Systems, Inc.* (Software)		192		12,065
Corporate Office Properties Trust (Equity Real Estate Investment Trusts (REITs))		705		18,288
Coty, Inc.*—Class A (Personal Products)		4,774		40,866
Cousins Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		1,974		49,922
Cracker Barrel Old Country Store, Inc. (Hotels, Restaurants & Leisure)		290		27,475
Crane Holdings Co. (Machinery)		311		31,240
CubeSmart (Equity Real Estate Investment Trusts (REITs))		1,347		54,217
Cullen/Frost Bankers, Inc. (Banks)		277		37,035
Dana, Inc. (Auto Components)		1,668		25,237
Dick’s Sporting Goods, Inc. (Specialty Retail)		363		43,665
Donaldson Co., Inc. (Machinery)		576		33,909
Douglas Emmett, Inc. (Equity Real Estate Investment Trusts (REITs))		2,294		35,970
Dycom Industries, Inc.* (Construction & Engineering)		123		11,513
East West Bancorp, Inc. (Banks)		900		59,310
EastGroup Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		256		37,903
Encompass Health Corp. (Health Care Providers & Services)		703		42,046
Energizer Holdings, Inc. (Household Products)		864		28,987
EnerSys (Electrical Equipment)		533		39,357
Enovis Corp.* (Health Care Equipment & Supplies)		622		33,289
Envestnet, Inc.* (Software)		368		22,706
Envista Holdings Corp.* (Health Care Equipment & Supplies)		2,130		71,718
EPR Properties (Equity Real Estate Investment Trusts (REITs))		978		36,890
Equitrans Midstream Corp. (Oil, Gas & Consumable Fuels)		3,055		20,469
Esab Corp. (Machinery)		675		31,671
Essent Group, Ltd. (Thrifts & Mortgage Finance)		1,407		54,704
Euronet Worldwide, Inc.* (IT Services)		313		29,541
Evercore, Inc.—Class A (Capital Markets)		232		25,307
F.N.B. Corp. (Banks)		4,581		59,782
Federated Hermes, Inc.—Class B (Capital Markets)		342		12,418
First American Financial Corp. (Insurance)		1,352		70,764

See accompanying notes to financial statements.

166 :: ProFund VP Mid-Cap Value :: Financial Statements

Common Stocks, continued

	Shares		Value
First Financial Bankshares, Inc. (Banks)		797	$	27,417
First Horizon Corp. (Banks)		2,382		58,359
First Industrial Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		845		40,780
Five Below, Inc.* (Specialty Retail)		224		39,619
Flowers Foods, Inc. (Food Products)		929		26,699
Flowserve Corp. (Machinery)		1,707		52,371
Fluor Corp.* (Construction & Engineering)		1,854		64,260
Foot Locker, Inc. (Specialty Retail)		1,034		39,075
Fortune Brands Innovations, Inc. (Building Products)		1,674		95,603
Frontier Communications Parent, Inc.* (Diversified Telecommunication Services)		2,911		74,172
Fulton Financial Corp. (Banks)		1,116		18,782
GameStop Corp.*—Class A (Specialty Retail)		3,300		60,918
GATX Corp. (Trading Companies & Distributors)		221		23,501
Genpact, Ltd. (IT Services)		947		43,865
Gentex Corp. (Auto Components)		1,655		45,132
Glacier Bancorp, Inc. (Banks)		665		32,864
Graco, Inc. (Machinery)		771		51,857
Graham Holdings Co.—Class B (Diversified Consumer Services)		50		30,211
Greif, Inc.—Class A (Containers & Packaging)		334		22,398
Grocery Outlet Holding Corp.* (Food & Staples Retailing)		1,155		33,714
GXO Logistics, Inc.* (Air Freight & Logistics)		1,549		66,127
Hancock Whitney Corp. (Banks)		569		27,534
Hanesbrands, Inc. (Textiles, Apparel & Luxury Goods)		4,558		28,989
Harley-Davidson, Inc. (Automobiles)		643		26,749
Hawaiian Electric Industries, Inc. (Electric Utilities)		1,428		59,761
Healthcare Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		4,968		95,733
Helen of Troy, Ltd.* (Household Durables)		313		34,715
Hexcel Corp. (Aerospace & Defense)		1,099		64,676
HF Sinclair Corp. (Oil, Gas & Consumable Fuels)		983		51,007
Highwoods Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		1,373		38,417
Home BancShares, Inc. (Banks)		2,477		56,451
IAA, Inc.* (Commercial Services & Supplies)		629		25,160
ICU Medical, Inc.* (Health Care Equipment & Supplies)		263		41,417
IDACORP, Inc. (Electric Utilities)		310		33,434
Independence Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		2,924		49,299
Ingredion, Inc. (Food Products)		856		83,829
Integra LifeSciences Holdings Corp.* (Health Care Equipment & Supplies)		948		53,155
Interactive Brokers Group, Inc. (Capital Markets)		591		42,759
International Bancshares Corp. (Banks)		269		12,309
IPG Photonics Corp. (Electronic Equipment, Instruments & Components)		420		39,761
ITT, Inc. (Machinery)		583		47,281
Jabil, Inc. (Electronic Equipment, Instruments & Components)		1,755		119,692
Janus Henderson Group PLC (Capital Markets)		1,729		40,666
JBG Smith Properties (Equity Real Estate Investment Trusts (REITs))		1,292		24,522
JetBlue Airways Corp.* (Airlines)		4,230		27,410
John Wiley & Sons, Inc.—Class A (Media)		561		22,474
Jones Lang LaSalle, Inc.* (Real Estate Management & Development)		619		98,650
KB Home (Household Durables)		1,085		34,557
Kemper Corp. (Insurance)		834		41,033
Kennametal, Inc. (Machinery)		1,052		25,311
Kilroy Realty Corp. (Equity Real Estate Investment Trusts (REITs))		1,371		53,017
Kirby Corp.* (Marine)		781		50,257
Kite Realty Group Trust (Equity Real Estate Investment Trusts (REITs))		2,859		60,182
Knight-Swift Transportation Holdings, Inc. (Road & Rail)		1,047		54,874
Kohl’s Corp. (Multiline Retail)		1,524		38,481
Kyndryl Holdings, Inc.* (IT Services)		2,666		29,646
Lamar Advertising Co.—Class A (Equity Real Estate Investment Trusts (REITs))		502		47,389
Lear Corp. (Auto Components)		772		95,743
Leggett & Platt, Inc. (Household Durables)		1,731		55,790
Lennox International, Inc. (Building Products)		160		38,277
Life Storage, Inc. (Equity Real Estate Investment Trusts (REITs))		433		42,651
Light & Wonder, Inc.* (Hotels, Restaurants & Leisure)		661		38,735
Lithia Motors, Inc. (Specialty Retail)		357		73,091
Littelfuse, Inc. (Electronic Equipment, Instruments & Components)		123		27,085
LivaNova PLC* (Health Care Equipment & Supplies)		698		38,767
Lumentum Holdings, Inc.* (Communications Equipment)		889		46,379
Macy’s, Inc. (Multiline Retail)		3,538		73,060
Manhattan Associates, Inc.* (Software)		342		41,519
ManpowerGroup, Inc. (Professional Services)		661		55,003
Marriott Vacations Worldwide Corp. (Hotels, Restaurants & Leisure)		500		67,294
Masimo Corp.* (Health Care Equipment & Supplies)		234		34,620
MasTec, Inc.* (Construction & Engineering)		771		65,789
Mattel, Inc.* (Leisure Products)		4,627		82,545
MAXIMUS, Inc. (IT Services)		789		57,857
MDU Resources Group, Inc. (Construction & Engineering)		2,656		80,583
Medical Properties Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		7,806		86,959
Mercury Systems, Inc.* (Aerospace & Defense)		317		14,183
MGIC Investment Corp. (Thrifts & Mortgage Finance)		3,878		50,414
MKS Instruments, Inc. (Semiconductors & Semiconductor Equipment)		747		63,293
MSA Safety, Inc. (Commercial Services & Supplies)		216		31,145
MSC Industrial Direct Co., Inc. (Trading Companies & Distributors)		307		25,082
National Fuel Gas Co. (Gas Utilities)		358		22,661
National Instruments Corp. (Electronic Equipment, Instruments & Components)		716		26,420
National Retail Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		1,097		50,199
National Storage Affiliates Trust (Equity Real Estate Investment Trusts (REITs))		584		21,094
Navient Corp. (Consumer Finance)		1,381		22,717

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Mid-Cap Value :: 167

Common Stocks, continued

	Shares		Value
NCR Corp.* (Technology Hardware, Storage & Peripherals)		1,793	$	41,974
Neogen Corp.* (Health Care Equipment & Supplies)		2,821		42,965
New Jersey Resources Corp. (Gas Utilities)		440		21,833
New York Community Bancorp, Inc. (Thrifts & Mortgage Finance)		8,881		76,376
NewMarket Corp. (Chemicals)		41		12,756
Nordstrom, Inc. (Multiline Retail)		1,455		23,484
NorthWestern Corp. (Multi-Utilities)		753		44,683
Old National Bancorp (Banks)		3,823		68,738
Old Republic International Corp. (Insurance)		3,693		89,185
Ollie’s Bargain Outlet Holdings, Inc.* (Multiline Retail)		386		18,080
Omega Healthcare Investors, Inc. (Equity Real Estate Investment Trusts (REITs))		1,559		43,574
Omnicell, Inc.* (Health Care Technology)		582		29,344
Ormat Technologies, Inc. (Independent Power and Renewable Electricity Producers)		260		22,485
Oshkosh Corp. (Machinery)		853		75,226
Owens Corning (Building Products)		561		47,853
PacWest Bancorp (Banks)		1,539		35,320
Papa John’s International, Inc. (Hotels, Restaurants & Leisure)		230		18,931
Park Hotels & Resorts, Inc. (Equity Real Estate Investment Trusts (REITs))		2,936		34,615
Patterson Cos., Inc. (Health Care Providers & Services)		1,131		31,702
Pebblebrook Hotel Trust (Equity Real Estate Investment Trusts (REITs))		1,719		23,017
Penn Entertainment, Inc.* (Hotels, Restaurants & Leisure)		2,025		60,143
Penumbra, Inc.* (Health Care Equipment & Supplies)		183		40,710
Performance Food Group Co.* (Food & Staples Retailing)		1,117		65,223
Perrigo Co. PLC (Pharmaceuticals)		1,756		59,862
Physicians Realty Trust (Equity Real Estate Investment Trusts (REITs))		2,983		43,164
Pilgrim’s Pride Corp.* (Food Products)		589		13,977
Pinnacle Financial Partners, Inc. (Banks)		998		73,253
PNM Resources, Inc. (Electric Utilities)		425		20,736
Polaris, Inc. (Leisure Products)		342		34,542
Portland General Electric Co. (Electric Utilities)		1,164		57,036
Post Holdings, Inc.* (Food Products)		709		63,994
PotlatchDeltic Corp. (Equity Real Estate Investment Trusts (REITs))		453		19,927
Primerica, Inc. (Insurance)		150		21,273
Progyny, Inc.* (Health Care Providers & Services)		620		19,313
Prosperity Bancshares, Inc. (Banks)		1,191		86,562
PVH Corp. (Textiles, Apparel & Luxury Goods)		851		60,072
QuidelOrtho Corp.* (Health Care Equipment & Supplies)		314		26,900
R1 RCM, Inc.* (Health Care Providers & Services)		1,796		19,666
Rayonier, Inc. (Equity Real Estate Investment Trusts (REITs))		860		28,346
Regal Rexnord Corp. (Electrical Equipment)		863		103,542
Reinsurance Group of America, Inc. (Insurance)		873		124,044
RenaissanceRe Holdings, Ltd. (Insurance)		250		46,058
Rexford Industrial Realty, Inc. (Equity Real Estate Investment Trusts (REITs))		1,029		56,225
RH* (Specialty Retail)		250		66,798
RXO, Inc.* (Road & Rail)		1,505		25,886
Ryder System, Inc. (Road & Rail)		655		54,738
Sabra Health Care REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		3,017		37,501
Saia, Inc.* (Road & Rail)		150		31,452
Science Applications International Corp. (Professional Services)		237		26,290
Sensient Technologies Corp. (Chemicals)		549		40,033
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		206		27,948
SiTime Corp.* (Semiconductors & Semiconductor Equipment)		98		9,959
Skechers U.S.A., Inc.*—Class A (Textiles, Apparel & Luxury Goods)		1,750		73,412
SL Green Realty Corp. (Equity Real Estate Investment Trusts (REITs))		839		28,291
Sonoco Products Co. (Containers & Packaging)		624		37,883
Sotera Health Co.* (Life Sciences Tools & Services)		1,292		10,762
Southwest Gas Holdings, Inc. (Gas Utilities)		806		49,875
Spire, Inc. (Gas Utilities)		349		24,032
Spirit Realty Capital, Inc. (Equity Real Estate Investment Trusts (REITs))		1,823		72,792
Sprouts Farmers Market, Inc.* (Food & Staples Retailing)		636		20,587
STAAR Surgical Co.* (Health Care Equipment & Supplies)		200		9,708
Stericycle, Inc.* (Commercial Services & Supplies)		1,204		60,068
Stifel Financial Corp. (Capital Markets)		1,387		80,959
STORE Capital Corp. (Equity Real Estate Investment Trusts (REITs))		1,804		57,836
SunPower Corp.* (Semiconductors & Semiconductor Equipment)		492		8,871
Sunrun, Inc.* (Electrical Equipment)		2,782		66,824
Super Micro Computer, Inc.* (Technology Hardware, Storage & Peripherals)		119		9,770
Synaptics, Inc.* (Semiconductors & Semiconductor Equipment)		520		49,483
Syneos Health, Inc.* (Life Sciences Tools & Services)		1,343		49,261
Synovus Financial Corp. (Banks)		1,898		71,270
Tandem Diabetes Care, Inc.* (Health Care Equipment & Supplies)		336		15,103
Taylor Morrison Home Corp.* (Household Durables)		1,415		42,945
TD SYNNEX Corp. (Electronic Equipment, Instruments & Components)		548		51,901
TEGNA, Inc. (Media)		2,912		61,705
Tenet Healthcare Corp.* (Health Care Providers & Services)		1,411		68,843
Teradata Corp.* (IT Services)		718		24,168
Terex Corp. (Machinery)		881		37,636
Tetra Tech, Inc. (Commercial Services & Supplies)		297		43,121
Texas Capital Bancshares, Inc.* (Banks)		651		39,262
The Boston Beer Co., Inc.*—Class A (Beverages)		38		12,522

See accompanying notes to financial statements.

168 :: ProFund VP Mid-Cap Value :: Financial Statements

Common Stocks, continued

	Shares		Value
The Brink’s Co. (Commercial Services & Supplies)		321	$	17,241
The Chemours Co. (Chemicals)		848		25,966
The Gap, Inc. (Specialty Retail)		2,754		31,065
The Goodyear Tire & Rubber Co.* (Auto Components)		3,695		37,504
The Hanover Insurance Group, Inc. (Insurance)		189		25,540
The Macerich Co. (Equity Real Estate Investment Trusts (REITs))		2,805		31,584
The Middleby Corp.* (Machinery)		366		49,007
The New York Times Co.—Class A (Media)		1,075		34,895
The Scotts Miracle-Gro Co.—Class A (Chemicals)		527		25,607
The Timken Co. (Machinery)		440		31,095
The Western Union Co. (IT Services)		5,043		69,442
Thor Industries, Inc. (Automobiles)		701		52,918
Toll Brothers, Inc. (Household Durables)		1,374		68,591
TopBuild Corp.* (Household Durables)		196		30,672
Topgolf Callaway Brands Corp.* (Leisure Products)		1,810		35,748
Travel + Leisure Co. (Hotels, Restaurants & Leisure)		1,061		38,620
Trex Co., Inc.* (Building Products)		674		28,530
TripAdvisor, Inc.* (Interactive Media & Services)		1,370		24,633
UGI Corp. (Gas Utilities)		2,734		101,350
UMB Financial Corp. (Banks)		567		47,356
Umpqua Holdings Corp. (Banks)		2,833		50,569
Under Armour, Inc.*—Class A (Textiles, Apparel & Luxury Goods)		2,466		25,055
Under Armour, Inc.*—Class C (Textiles, Apparel & Luxury Goods)		2,574		22,960
United Bankshares, Inc. (Banks)		915		37,048
United States Steel Corp. (Metals & Mining)		3,057		76,578
Univar Solutions, Inc.* (Trading Companies & Distributors)		2,130		67,734
Universal Display Corp. (Semiconductors & Semiconductor Equipment)		211		22,796
Unum Group (Insurance)		2,442		100,194
Valley National Bancorp (Banks)		5,488		62,069
Valvoline, Inc. (Chemicals)		1,248		40,746
ViaSat, Inc.* (Communications Equipment)		988		31,270
Vicor Corp.* (Electrical Equipment)		165		8,869
Victoria’s Secret & Co.* (Specialty Retail)		1,061		37,963
Vishay Intertechnology, Inc. (Electronic Equipment, Instruments & Components)		1,693		36,518
Vontier Corp. (Electronic Equipment, Instruments & Components)		2,064		39,897
Voya Financial, Inc. (Diversified Financial Services)		1,268		77,969
Washington Federal, Inc. (Thrifts & Mortgage Finance)		401		13,454
Watts Water Technologies, Inc.—Class A (Machinery)		171		25,005
Webster Financial Corp. (Banks)		2,271		107,510
Werner Enterprises, Inc. (Road & Rail)		767		30,879
Williams-Sonoma, Inc. (Specialty Retail)		452		51,944
Wintrust Financial Corp. (Banks)		792		66,940
Wolfspeed, Inc.* (Semiconductors & Semiconductor Equipment)		891		61,515
Woodward, Inc. (Machinery)		785		75,840
Worthington Industries, Inc. (Metals & Mining)		201		9,992
Wyndham Hotels & Resorts, Inc. (Hotels, Restaurants & Leisure)		554		39,506
Xerox Holdings Corp. (Technology Hardware, Storage & Peripherals)		1,464		21,374
XPO, Inc.* (Air Freight & Logistics)		1,503		50,035
YETI Holdings, Inc.* (Leisure Products)		507		20,944
Ziff Davis, Inc.* (Interactive Media & Services)		617		48,804
TOTAL COMMON STOCKS (Cost $11,278,404)				13,192,406
TOTAL INVESTMENT SECURITIES (Cost $11,278,404)—100.0%				13,192,406
Net other assets (liabilities)—NM				(379	)
NET ASSETS—100.0%			$	13,192,027

* Non-income producing security.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Mid-Cap Value :: 169

ProFund VP Mid-Cap Value invested in the following industries as of December 31, 2022:

	Value			% of Net Assets
Aerospace & Defense	$	78,859			0.6	%
Air Freight & Logistics		116,162			0.9	%
Airlines		27,410			0.2	%
Auto Components		246,528			1.9	%
Automobiles		79,667			0.6	%
Banks		1,369,553			10.3	%
Beverages		43,263			0.3	%
Biotechnology		29,122			0.2	%
Building Products		210,263			1.6	%
Capital Markets		228,567			1.7	%
Chemicals		205,937			1.6	%
Commercial Services & Supplies		176,735			1.3	%
Communications Equipment		176,245			1.3	%
Construction & Engineering		293,316			2.2	%
Consumer Finance		22,717			0.2	%
Containers & Packaging		109,882			0.8	%
Diversified Consumer Services		30,211			0.2	%
Diversified Financial Services		77,969			0.6	%
Diversified Telecommunication Services		74,172			0.6	%
Electric Utilities		219,156			1.7	%
Electrical Equipment		253,536			1.9	%
Electronic Equipment, Instruments & Components		589,582			4.4	%
Equity Real Estate Investment Trusts (REITs)		1,432,732			10.9	%
Food & Staples Retailing		169,673			1.3	%
Food Products		188,499			1.5	%
Gas Utilities		219,751			1.6	%
Health Care Equipment & Supplies		408,352			3.1	%
Health Care Providers & Services		289,633			2.2	%
Health Care Technology		29,344			0.2	%
Hotels, Restaurants & Leisure		330,721			2.5	%
Household Durables		267,270			2.0	%
Household Products		28,987			0.2	%
Independent Power and Renewable Electricity Producers		22,485			0.2	%
Insurance		667,550			5.0	%
Interactive Media & Services		73,437			0.6	%
IT Services		254,519			1.9	%
Leisure Products		201,602			1.5	%
Life Sciences Tools & Services		153,530			1.2	%
Machinery		655,552			5.0	%
Marine		50,257			0.4	%
Media		163,209			1.2	%
Metals & Mining		332,532			2.5	%
Multiline Retail		153,105			1.2	%
Multi-Utilities		73,382			0.6	%
Oil, Gas & Consumable Fuels		71,476			0.5	%
Personal Products		67,634			0.5	%
Pharmaceuticals		59,862			0.5	%
Professional Services		167,401			1.3	%
Real Estate Management & Development		98,650			0.7	%
Road & Rail		197,829			1.5	%
Semiconductors & Semiconductor Equipment		259,415			2.0	%
Software		206,382			1.6	%
Specialty Retail		469,997			3.6	%
Technology Hardware, Storage & Peripherals		73,118			0.6	%
Textiles, Apparel & Luxury Goods		384,403			2.9	%
Thrifts & Mortgage Finance		194,948			1.5	%
Trading Companies & Distributors		116,317			0.9	%
Other**		(379	)		NM
Total	$	13,192,027			100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.
NM	Not meaningful, amount is less than 0.05%.

See accompanying notes to financial statements.

170 :: ProFund VP Mid-Cap Value :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022  

ASSETS:
Total Investment Securities, at cost	$	11,278,404
Securities, at value		13,192,406
Total Investment Securities, at value		13,192,406
Dividends receivable		19,374
Receivable for capital shares issued		970,061
Prepaid expenses		1,104
TOTAL ASSETS		14,182,945
LIABILITIES:
Cash overdraft		24,405
Payable for capital shares redeemed		1,419
Payable for investments purchased		934,428
Advisory fees payable		7,204
Management services fees payable		961
Administration fees payable		1,135
Administrative services fees payable		3,683
Distribution fees payable		3,693
Transfer agency fees payable		1,924
Fund accounting fees payable		727
Compliance services fees payable		88
Other accrued expenses		11,251
TOTAL LIABILITIES		990,918
NET ASSETS	$	13,192,027
NET ASSETS CONSIST OF:
Capital	$	12,404,854
Total distributable earnings (loss)		787,173
NET ASSETS	$	13,192,027
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		333,879
Net Asset Value (offering and redemption price per share)	$	39.51

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	270,135
Interest		464
Net income from securities lending		12
TOTAL INVESTMENT INCOME		270,611
EXPENSES:
Advisory fees		105,162
Management services fees		14,022
Administration fees		13,324
Transfer agency fees		11,548
Administrative services fees		38,518
Distribution fees		35,054
Custody fees		3,856
Fund accounting fees		8,505
Trustee fees		234
Compliance services fees		88
Other fees		13,881
Total Gross Expenses before reductions		244,192
Expenses reduced and reimbursed by the Advisor		(8,629	)
TOTAL NET EXPENSES		235,563
NET INVESTMENT INCOME (LOSS)		35,048
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		690,426
Change in net unrealized appreciation/depreciation on investment securities		(2,711,169	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(2,020,743	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,985,695	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Mid-Cap Value :: 171

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	35,048		$	16,314
Net realized gains (losses) on investments		690,426			2,612,443
Change in net unrealized appreciation/depreciation on investments		(2,711,169	)		1,298,752
Change in net assets resulting from operations		(1,985,695	)		3,927,509
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(2,127,084	)		(54,454	)
Change in net assets resulting from distributions		(2,127,084	)		(54,454	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		22,888,416			32,827,757
Distributions reinvested		2,127,084			54,454
Value of shares redeemed		(26,392,119	)		(30,546,186	)
Change in net assets resulting from capital transactions		(1,376,619	)		2,336,025
Change in net assets		(5,489,398	)		6,209,080
NET ASSETS:
Beginning of period		18,681,425			12,472,345
End of period	$	13,192,027		$	18,681,425
SHARE TRANSACTIONS:
Issued		514,499			697,548
Reinvested		53,417			1,143
Redeemed		(604,225	)		(645,363	)
Change in shares		(36,309	)		53,328

See accompanying notes to financial statements.

172 :: ProFund VP Mid-Cap Value :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	50.46		$	39.36		$	42.15		$	35.25		$	46.61
Investment Activities:
Net investment income (loss)(a)		0.11			0.04			0.21			0.10			0.09
Net realized and unrealized gains (losses) on investments		(4.32	)		11.18			0.13			8.22			(5.33	)
Total income (loss) from investment activities		(4.21	)		11.22			0.34			8.32			(5.24	)
Distributions to Shareholders From:
Net investment income		(0.07	)		(0.12	)		(0.15	)		(0.08	)		(0.05	)
Net realized gains on investments		(6.67	)		—			(2.98	)		(1.34	)		(6.07	)
Total distributions		(6.74	)		(0.12	)		(3.13	)		(1.42	)		(6.12	)
Net Asset Value, End of Period	$	39.51		$	50.46		$	39.36		$	42.15		$	35.25
Total Return(b)		(8.45	)%		28.53	%		2.30	%		24.08	%		(13.29	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.74	%		1.70	%		1.80	%		1.75	%		1.71	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		0.25	%		0.08	%		0.60	%		0.26	%		0.21	%
Supplemental Data:
Net assets, end of period (000’s)	$	13,192		$	18,681		$	12,472		$	17,712		$	10,985
Portfolio turnover rate(c)		175	%		172	%		163	%		232	%		127	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Nasdaq-100 :: 173

ProFund VP Nasdaq-100 (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Nasdaq-100^® Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -33.91%. For the same period, the Index had a total return of -32.38%¹ and a volatility of 32.52%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index, a modified market capitalization-weighted index, includes 100 of the largest non-financial domestic and international issues listed on Nasdaq.

During the year ended December 31, 2022, the Fund invested in swap agreements and futures contracts in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Nasdaq-100 from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Nasdaq-100		-33.91	%		10.00	%		14.07	%
Nasdaq-100® Index		-32.38	%		12.36	%		16.45	%
Expense Ratios**
Fund	Gross			Net
ProFund VP Nasdaq-100		1.68	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		74	%
Futures Contracts		10	%
Swap Agreements		16	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Microsoft Corp.		9.4	%
Apple, Inc.		8.7	%
Alphabet, Inc.		5.7	%
Amazon.com, Inc.		4.5	%
NVIDIA Corp.		2.5	%

Nasdaq-100^® Index – Composition

	% of Index
Information Technology		51	%
Communication Services		16	%
Consumer Discretionary		14	%
Health Care		7	%
Consumer Staples		7	%
Industrials		4	%
Utilities		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

174 :: ProFund VP Nasdaq-100 :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (74.3%)

	Shares		Value
Activision Blizzard, Inc. (Entertainment)		4,083	$	312,554
Adobe, Inc.* (Software)		2,425		816,084
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		8,411		544,780
Airbnb, Inc.*—Class A (Hotels, Restaurants & Leisure)		2,077		177,584
Align Technology, Inc.* (Health Care Equipment & Supplies)		407		85,836
Alphabet, Inc.*—Class A (Interactive Media & Services)		24,480		2,159,870
Alphabet, Inc.*—Class C (Interactive Media & Services)		24,473		2,171,490
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		41,022		3,445,848
American Electric Power Co., Inc. (Electric Utilities)		2,681		254,562
Amgen, Inc. (Biotechnology)		2,783		730,927
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		2,657		435,828
ANSYS, Inc.* (Software)		454		109,682
Apple, Inc. (Technology Hardware, Storage & Peripherals)		51,450		6,684,899
Applied Materials, Inc. (Semiconductors & Semiconductor Equipment)		4,488		437,041
ASML Holding N.V.NYS (Semiconductors & Semiconductor Equipment)		461		251,890
AstraZeneca PLCADR (Pharmaceuticals)		3,187		216,079
Atlassian Corp.*—Class A (Software)		773		99,470
Autodesk, Inc.* (Software)		1,126		210,416
Automatic Data Processing, Inc. (IT Services)		2,164		516,893
Baker Hughes Co. (Energy Equipment & Services)		5,224		154,265
Biogen, Inc.* (Biotechnology)		751		207,967
Booking Holdings, Inc.* (Hotels, Restaurants & Leisure)		202		407,087
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		2,113		1,181,442
Cadence Design Systems, Inc.* (Software)		1,431		229,876
Charter Communications, Inc.*—Class A (Media)		812		275,349
Cintas Corp. (Commercial Services & Supplies)		530		239,358
Cisco Systems, Inc. (Communications Equipment)		21,430		1,020,925
Cognizant Technology Solutions Corp.—Class A (IT Services)		2,681		153,326
Comcast Corp.—Class A (Media)		22,504		786,965
Constellation Energy Corp. (Electric Utilities)		1,706		147,074
Copart, Inc.* (Commercial Services & Supplies)		2,485		151,312
CoStar Group, Inc.* (Professional Services)		2,122		163,988
Costco Wholesale Corp. (Food & Staples Retailing)		2,309		1,054,058
Crowdstrike Holdings, Inc.*—Class A (Software)		1,139		119,925
CSX Corp. (Road & Rail)		10,967		339,758
Datadog, Inc.*—Class A (Software)		1,524		112,014
DexCom, Inc.* (Health Care Equipment & Supplies)		2,015		228,179
Diamondback Energy, Inc. (Oil, Gas & Consumable Fuels)		918		125,564
Dollar Tree, Inc.* (Multiline Retail)		1,154		163,222
eBay, Inc. (Internet & Direct Marketing Retail)		2,831		117,402
Electronic Arts, Inc. (Entertainment)		1,440		175,939
Enphase Energy, Inc.* (Semiconductors & Semiconductor Equipment)		709		187,857
Exelon Corp. (Electric Utilities)		5,184		224,104
Fastenal Co. (Trading Companies & Distributors)		2,988		141,392
Fiserv, Inc.* (IT Services)		3,313		334,845
Fortinet, Inc.* (Software)		4,075		199,227
Gilead Sciences, Inc. (Biotechnology)		6,543		561,717
GLOBALFOUNDRIES, Inc.*(a) (Semiconductors & Semiconductor Equipment)		2,843		153,209
Honeywell International, Inc. (Industrial Conglomerates)		3,507		751,550
IDEXX Laboratories, Inc.* (Health Care Equipment & Supplies)		432		176,239
Illumina, Inc.* (Life Sciences Tools & Services)		821		166,006
Intel Corp. (Semiconductors & Semiconductor Equipment)		21,529		569,011
Intuit, Inc. (Software)		1,465		570,207
Intuitive Surgical, Inc.* (Health Care Equipment & Supplies)		1,843		489,040
JD.com, Inc.ADR (Internet & Direct Marketing Retail)		2,534		142,233
Keurig Dr Pepper, Inc. (Beverages)		7,388		263,456
KLA Corp. (Semiconductors & Semiconductor Equipment)		739		278,625
Lam Research Corp. (Semiconductors & Semiconductor Equipment)		711		298,833
Lucid Group, Inc.*(a) (Automobiles)		8,766		59,872
Lululemon Athletica, Inc.* (Textiles, Apparel & Luxury Goods)		638		204,402
Marriott International, Inc.—Class A (Hotels, Restaurants & Leisure)		1,651		245,817
Marvell Technology, Inc. (Semiconductors & Semiconductor Equipment)		4,448		164,754
Mercadolibre, Inc.* (Internet & Direct Marketing Retail)		262		221,715
Meta Platforms, Inc.*—Class A (Interactive Media & Services)		11,730		1,411,588
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		2,869		201,547
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		5,671		283,437
Microsoft Corp. (Software)		29,851		7,158,866
Moderna, Inc.* (Biotechnology)		2,004		359,958
Mondelez International, Inc.—Class A (Food Products)		7,124		474,815
Monster Beverage Corp.* (Beverages)		2,722		276,365
Netflix, Inc.* (Entertainment)		2,321		684,416
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		12,833		1,875,415

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Nasdaq-100 :: 175

Common Stocks, continued

	Shares		Value
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		1,352	$	213,657
Old Dominion Freight Line, Inc. (Road & Rail)		576		163,457
O’Reilly Automotive, Inc.* (Specialty Retail)		326		275,153
PACCAR, Inc. (Machinery)		1,814		179,532
Palo Alto Networks, Inc.* (Software)		1,577		220,055
Paychex, Inc. (IT Services)		1,880		217,253
PayPal Holdings, Inc.* (IT Services)		5,948		423,617
PepsiCo, Inc. (Beverages)		7,187		1,298,403
Pinduoduo, Inc.*ADR (Internet & Direct Marketing Retail)		2,442		199,145
Qualcomm, Inc. (Semiconductors & Semiconductor Equipment)		5,848		642,929
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		559		403,313
Rivian Automotive, Inc.*—Class A (Automobiles)		4,763		87,782
Ross Stores, Inc. (Specialty Retail)		1,810		210,087
Seagen, Inc.* (Biotechnology)		969		124,526
Sirius XM Holdings, Inc.(a) (Media)		20,290		118,494
Starbucks Corp. (Hotels, Restaurants & Leisure)		5,988		594,009
Synopsys, Inc.* (Software)		798		254,793
Tesla, Inc.* (Automobiles)		12,698		1,564,140
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		4,735		782,317
The Kraft Heinz Co. (Food Products)		6,390		260,137
T-Mobile U.S., Inc.* (Wireless Telecommunication Services)		6,490		908,600
Verisk Analytics, Inc. (Professional Services)		816		143,959
Vertex Pharmaceuticals, Inc.* (Biotechnology)		1,339		386,676
Walgreens Boots Alliance, Inc. (Food & Staples Retailing)		4,511		168,531
Warner Bros Discovery, Inc.* (Entertainment)		12,668		120,093
Workday, Inc.*—Class A (Software)		1,054		176,366
Xcel Energy, Inc. (Electric Utilities)		2,855		200,164
Zoom Video Communications, Inc.*—Class A (Software)		1,281		86,775
Zscaler, Inc.* (Software)		752		84,149
TOTAL COMMON STOCKS (Cost $16,587,099)				56,855,358

Repurchase Agreements^(b)(c) (11.1%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $8,515,936	$	8,512,000	$	8,512,000
TOTAL REPURCHASE AGREEMENTS (Cost $8,512,000)				8,512,000

Collateral for Securities Loaned^(d) (0.4%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(e)		335,947	$	335,947
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $335,947)				335,947
TOTAL INVESTMENT SECURITIES (Cost $25,435,046)—85.8%				65,703,305
Net other assets (liabilities)—14.2%				10,831,421
NET ASSETS—100.0%			$	76,534,726

*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $331,508.
(b)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $172,000.
(c)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(d)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(e)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.
ADR	American Depositary Receipt
NYS	New York Shares

Futures Contracts Purchased

	Number of Contracts	Expiration Date	Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
E-Mini Nasdaq-100 Futures Contracts	35	3/20/23	$	7,715,575	$	(144,586	)

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Nasdaq-100 Index	Goldman Sachs International	1/27/23		4.93	%	$	12,318,170	$	45,700
Nasdaq-100 Index	UBS AG	1/27/23		5.13	%		240,675		30,277
						$	12,558,845	$	75,977

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

176 :: ProFund VP Nasdaq-100 :: Financial Statements

ProFund VP Nasdaq-100 invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Automobiles	$	1,711,794		2.2	%
Beverages		1,838,224		2.4	%
Biotechnology		2,775,084		3.6	%
Commercial Services & Supplies		390,670		0.5	%
Communications Equipment		1,020,925		1.3	%
Electric Utilities		825,904		1.1	%
Energy Equipment & Services		154,265		0.2	%
Entertainment		1,293,002		1.7	%
Food & Staples Retailing		1,222,589		1.6	%
Food Products		734,952		1.0	%
Health Care Equipment & Supplies		979,294		1.3	%
Hotels, Restaurants & Leisure		1,424,497		1.9	%
Industrial Conglomerates		751,550		1.0	%
Interactive Media & Services		5,742,948		7.5	%
Internet & Direct Marketing Retail		4,126,343		5.4	%
IT Services		1,645,934		2.2	%
Life Sciences Tools & Services		166,006		0.2	%
Machinery		179,532		0.2	%
Media		1,180,808		1.5	%
Multiline Retail		163,222		0.2	%
Oil, Gas & Consumable Fuels		125,564		0.2	%
Pharmaceuticals		216,079		0.3	%
Professional Services		307,947		0.4	%
Road & Rail		503,215		0.7	%
Semiconductors & Semiconductor Equipment		8,502,572		11.1	%
Software		10,447,905		13.6	%
Specialty Retail		485,240		0.6	%
Technology Hardware, Storage & Peripherals		6,684,899		8.7	%
Textiles, Apparel & Luxury Goods		204,402		0.3	%
Trading Companies & Distributors		141,392		0.2	%
Wireless Telecommunication Services		908,600		1.2	%
Other**		19,679,368		25.7	%
Total	$	76,534,726		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Nasdaq-100 :: 177

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	25,435,046
Securities, at value(a)		57,191,305
Repurchase agreements, at value		8,512,000
Total Investment Securities, at value		65,703,305
Cash		702,482
Segregated cash balances for futures contracts with brokers		608,300
Segregated cash balances for forward currency contracts with custodian		—
Dividends and interest receivable		27,986
Unrealized appreciation on swap agreements		75,977
Receivable for capital shares issued		10,028,597
Prepaid expenses		286
TOTAL ASSETS		77,146,933
LIABILITIES:
Payable for collateral for securities loaned		335,947
Payable for capital shares redeemed		28,526
Variation margin on futures contracts		7,350
Advisory fees payable		43,580
Management services fees payable		5,811
Administration fees payable		7,157
Administrative services fees payable		40,032
Distribution fees payable		42,534
Transfer agency fees payable		12,465
Fund accounting fees payable		4,070
Compliance services fees payable		592
Other accrued expenses		84,143
TOTAL LIABILITIES		612,207
NET ASSETS	$	76,534,726
NET ASSETS CONSIST OF:
Capital	$	36,825,429
Total distributable earnings (loss)		39,709,297
NET ASSETS	$	76,534,726
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		2,002,967
Net Asset Value (offering and redemption price per share)	$	38.21

^(a) Includes securities on loan valued at: $ 331,508

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	608,579
Interest		386,724
Foreign tax withholding		(734	)
Net income from securities lending		14,617
TOTAL INVESTMENT INCOME		1,009,186
EXPENSES:
Advisory fees		745,932
Management services fees		99,457
Administration fees		94,765
Transfer agency fees		81,320
Administrative services fees		241,934
Distribution fees		248,644
Custody fees		18,200
Fund accounting fees		52,920
Trustee fees		1,635
Compliance services fees		592
Other fees		141,937
Total Gross Expenses before reductions		1,727,336
Expenses reduced and reimbursed by the Advisor		(56,450	)
TOTAL NET EXPENSES		1,670,886
NET INVESTMENT INCOME (LOSS)		(661,700	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		18,704,883
Net realized gains (losses) on futures contracts		(4,104,371	)
Net realized gains (losses) on swap agreements		(13,409,527	)
Change in net unrealized appreciation/depreciation on investment securities		(50,923,978	)
Change in net unrealized appreciation/depreciation on futures contracts		(142,939	)
Change in net unrealized appreciation/depreciation on swap agreements		862,786
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(49,013,146	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(49,674,846	)

See accompanying notes to financial statements.

178 :: ProFund VP Nasdaq-100 :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(661,700	)	$	(1,774,417	)
Net realized gains (losses) on investments		1,190,985			21,820,059
Change in net unrealized appreciation/depreciation on investments		(50,204,131	)		15,063,145
Change in net assets resulting from operations		(49,674,846	)		35,108,787
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(19,959,331	)		(18,959,830	)
Change in net assets resulting from distributions		(19,959,331	)		(18,959,830	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		882,649,055			711,820,368
Distributions reinvested		19,959,331			18,959,830
Value of shares redeemed		(934,020,910	)		(724,556,281	)
Change in net assets resulting from capital transactions		(31,412,524	)		6,223,917
Change in net assets		(101,046,701	)		22,372,874
NET ASSETS:
Beginning of period		177,581,427			155,208,553
End of period	$	76,534,726		$	177,581,427
SHARE TRANSACTIONS:
Issued		17,100,055			10,203,150
Reinvested		462,450			319,350
Redeemed		(17,963,588	)		(10,312,826	)
Change in shares		(401,083	)		209,674

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Nasdaq-100 :: 179

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	73.87		$	70.73		$	51.68		$	38.09		$	42.74
Investment Activities:
Net investment income (loss)(a)		(0.34	)		(0.81	)		(0.59	)		(0.13	)		(0.15	)
Net realized and unrealized gains (losses) on investments		(23.34	)		15.53			24.00			14.06			(0.08	)
Total income (loss) from investment activities		(23.68	)		14.72			23.41			13.93			(0.23	)
Distributions to Shareholders From:
Net realized gains on investments		(11.98	)		(11.58	)		(4.36	)		(0.34	)		(4.42	)
Net Asset Value, End of Period	$	38.21		$	73.87		$	70.73		$	51.68		$	38.09
Total Return(b)		(33.91	)%		24.80	%		45.57	%		36.70	%		(1.87	)%(c)
Ratios to Average Net Assets:
Gross expenses(b)		1.74	%		1.68	%		1.73	%		1.72	%		1.74	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.69	%(d)		1.67	%(c)
Net investment income (loss)(b)		(0.67	)%		(1.15	)%		(0.99	)%		(0.29	)%		(0.34	)%(c)
Supplemental Data:
Net assets, end of period (000’s)	$	76,535		$	177,581		$	155,209		$	103,193		$	64,653
Portfolio turnover rate(e)		9	%		13	%		10	%		9	%		6	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	During 2018, the Fund received a non-recurring reimbursement from a third party relating to expenses that were incurred in a prior year. Had this reimbursement not occurred, the net expense ratio and net investment income (loss) ratio would have been 1.68% and (0.35)%, respectively, and the total return would have been (1.88)%.
(d)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.
(e)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

180 :: ProFund VP Oil & Gas :: Management Discussion of Fund Performance

ProFund VP Oil & Gas (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Oil & Gas^SM Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of 59.43%. For the same period, the Index had a total return of 62.25%¹ and a volatility of 35.06%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the oil and gas sector of the U.S. equity market. Component companies include, among others, exploration and production, integrated oil and gas, oil equipment and services, pipelines, renewable energy equipment companies and alternative fuel producers.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

*     The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Oil & Gas from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Oil & Gas		59.43	%		6.57	%		3.42	%
Dow Jones U.S. Oil & GasSM Index		62.25	%		8.42	%		5.21	%
S&P 500®		-18.11	%		9.42	%		12.56	%
Expense Ratios**
Fund	Gross			Net
ProFund VP Oil & Gas		1.68	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		98	%
Swap Agreements		3	%
Total Exposure		101	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Exxon Mobil Corp.		24.0	%
Chevron Corp.		16.9	%
ConocoPhillips		7.8	%
EOG Resources, Inc.		4.0	%
Schlumberger, Ltd.		4.0	%

Dow Jones U.S. Oil & Gas^SM Index – Composition

	% of Index
Oil, Gas & Consumable Fuels		91	%
Energy Equipment & Services		8	%
Semiconductors & Semiconductor Equipment		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Oil & Gas :: 181

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (97.8%)

	Shares		Value
Antero Resources Corp.* (Oil, Gas & Consumable Fuels)		9,218	$	285,666
APA Corp. (Oil, Gas & Consumable Fuels)		10,727		500,736
Baker Hughes Co. (Energy Equipment & Services)		33,435		987,336
Cheniere Energy, Inc. (Oil, Gas & Consumable Fuels)		8,302		1,244,968
Chesapeake Energy Corp. (Oil, Gas & Consumable Fuels)		3,579		337,750
Chevron Corp. (Oil, Gas & Consumable Fuels)		59,370		10,656,321
ConocoPhillips (Oil, Gas & Consumable Fuels)		41,603		4,909,154
Coterra Energy, Inc. (Oil, Gas & Consumable Fuels)		26,324		646,781
Devon Energy Corp. (Oil, Gas & Consumable Fuels)		21,825		1,342,456
Diamondback Energy, Inc. (Oil, Gas & Consumable Fuels)		5,876		803,719
DT Midstream, Inc. (Oil, Gas & Consumable Fuels)		3,229		178,435
EOG Resources, Inc. (Oil, Gas & Consumable Fuels)		19,611		2,540,017
EQT Corp. (Oil, Gas & Consumable Fuels)		12,254		414,553
Equitrans Midstream Corp. (Oil, Gas & Consumable Fuels)		14,448		96,802
Exxon Mobil Corp. (Oil, Gas & Consumable Fuels)		137,484		15,164,486
First Solar, Inc.* (Semiconductors & Semiconductor Equipment)		3,310		495,805
Halliburton Co. (Energy Equipment & Services)		30,316		1,192,935
Hess Corp. (Oil, Gas & Consumable Fuels)		9,264		1,313,820
HF Sinclair Corp. (Oil, Gas & Consumable Fuels)		4,489		232,934
Kinder Morgan, Inc. (Oil, Gas & Consumable Fuels)		66,039		1,193,985
Marathon Oil Corp. (Oil, Gas & Consumable Fuels)		21,202		573,938
Marathon Petroleum Corp. (Oil, Gas & Consumable Fuels)		15,647		1,821,154
Matador Resources Co. (Oil, Gas & Consumable Fuels)		3,747		214,478
New Fortress Energy, Inc. (Oil, Gas & Consumable Fuels)		1,602		67,957
NOV, Inc. (Energy Equipment & Services)		13,114		273,951
Occidental Petroleum Corp. (Oil, Gas & Consumable Fuels)		24,276		1,529,145
OGE Energy Corp. (Electric Utilities)		6,683		264,313
ONEOK, Inc. (Oil, Gas & Consumable Fuels)		14,921		980,310
Ovintiv, Inc. (Oil, Gas & Consumable Fuels)		8,288		420,284
PDC Energy, Inc. (Oil, Gas & Consumable Fuels)		3,076		195,264
Phillips 66 (Oil, Gas & Consumable Fuels)		15,791		1,643,527
Pioneer Natural Resources Co. (Oil, Gas & Consumable Fuels)		7,933		1,811,818
Plug Power, Inc.*(a) (Electrical Equipment)		17,515		216,661
Range Resources Corp. (Oil, Gas & Consumable Fuels)		8,067		201,836
Schlumberger, Ltd. (Energy Equipment & Services)		47,342		2,530,902
Southwestern Energy Co.* (Oil, Gas & Consumable Fuels)		36,844		215,537
Targa Resources Corp. (Oil, Gas & Consumable Fuels)		7,557		555,440
TechnipFMC PLC* (Energy Equipment & Services)		14,904		181,680
Texas Pacific Land Corp. (Oil, Gas & Consumable Fuels)		206		482,911
The Williams Cos., Inc. (Oil, Gas & Consumable Fuels)		40,664		1,337,846
Valero Energy Corp. (Oil, Gas & Consumable Fuels)		12,867		1,632,308
TOTAL COMMON STOCKS (Cost $25,486,053)				61,689,919

Repurchase Agreements^(b) (2.1%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $1,307,604	$	1,307,000	$	1,307,000
TOTAL REPURCHASE AGREEMENTS (Cost $1,307,000)				1,307,000

Collateral for Securities Loaned^(c) (0.3%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(d)		214,954	$	214,954
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $214,954)				214,954
TOTAL INVESTMENT SECURITIES (Cost $27,008,007)—100.2%				63,211,873
Net other assets (liabilities)—(0.2)%				(125,566	)
NET ASSETS—100.0%			$	63,086,307

*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $214,904.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

See accompanying notes to financial statements.

182 :: ProFund VP Oil & Gas :: Financial Statements

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Oil & Gas Index	Goldman Sachs International	1/23/23		4.93	%	$	1,825,924	$	(1,658	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Oil & Gas invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Electric Utilities	$	264,313		0.4	%
Electrical Equipment		216,661		0.3	%
Energy Equipment & Services		5,166,804		8.2	%
Oil, Gas & Consumable Fuels		55,546,336		88.1	%
Semiconductors & Semiconductor Equipment		495,805		0.8	%
Other**		1,396,388		2.2	%
Total	$	63,086,307		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Oil & Gas :: 183

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	27,008,007
Securities, at value(a)		61,904,873
Repurchase agreements, at value		1,307,000
Total Investment Securities, at value		63,211,873
Cash		1,107
Segregated cash balances for swap agreements with custodian		400,000
Dividends and interest receivable		43,005
Receivable for capital shares issued		4,636
Prepaid expenses		153
TOTAL ASSETS		63,660,774
LIABILITIES:
Payable for collateral for securities loaned		214,954
Payable for capital shares redeemed		183,389
Unrealized depreciation on swap agreements		1,658
Advisory fees payable		39,315
Management services fees payable		5,242
Administration fees payable		5,643
Administrative services fees payable		31,570
Distribution fees payable		32,305
Transfer agency fees payable		10,258
Fund accounting fees payable		3,197
Compliance services fees payable		428
Other accrued expenses		46,508
TOTAL LIABILITIES		574,467
NET ASSETS	$	63,086,307
NET ASSETS CONSIST OF:
Capital	$	33,636,994
Total distributable earnings (loss)		29,449,313
NET ASSETS	$	63,086,307
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		1,424,317
Net Asset Value (offering and redemption price per share)	$	44.29

^(a) Includes securities on loan valued at: $ 214,904

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	2,120,524
Interest		17,553
Net income from securities lending		101
TOTAL INVESTMENT INCOME		2,138,178
EXPENSES:
Advisory fees		425,326
Management services fees		56,710
Administration fees		53,185
Transfer agency fees		48,242
Administrative services fees		137,339
Distribution fees		141,775
Custody fees		5,608
Fund accounting fees		31,235
Trustee fees		926
Compliance services fees		502
Other fees		68,826
Total Gross Expenses before reductions		969,674
Expenses reduced and reimbursed by the Advisor		(16,943	)
TOTAL NET EXPENSES		952,731
NET INVESTMENT INCOME (LOSS)		1,185,447
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		(1,170,457	)
Net realized gains (losses) on swap agreements		(156,958	)
Change in net unrealized appreciation/depreciation on investment securities		19,555,149
Change in net unrealized appreciation/depreciation on swap agreements		(794	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		18,226,940
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	19,412,387

See accompanying notes to financial statements.

184 :: ProFund VP Oil & Gas :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	1,185,447		$	655,031
Net realized gains (losses) on investments		(1,327,415	)		210,073
Change in net unrealized appreciation/depreciation on investments		19,554,355			9,106,741
Change in net assets resulting from operations		19,412,387			9,971,845
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(658,231	)		(528,770	)
Change in net assets resulting from distributions		(658,231	)		(528,770	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		88,718,351			50,736,870
Distributions reinvested		658,231			528,770
Value of shares redeemed		(75,784,826	)		(48,503,718	)
Change in net assets resulting from capital transactions		13,591,756			2,761,922
Change in net assets		32,345,912			12,204,997
NET ASSETS:
Beginning of period		30,740,395			18,535,398
End of period	$	63,086,307		$	30,740,395
SHARE TRANSACTIONS:
Issued		2,292,207			2,062,933
Reinvested		14,818			20,639
Redeemed		(1,978,836	)		(1,974,291	)
Change in shares		328,189			109,281

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Oil & Gas :: 185

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	28.04		$	18.78		$	29.86		$	28.99		$	36.93
Investment Activities:
Net investment income (loss)(a)		0.82			0.58			0.57			0.45			0.36
Net realized and unrealized gains (losses) on investments		15.85			9.13			(10.93	)		1.90			(7.68	)
Total income (loss) from investment activities		16.67			9.71			(10.36	)		2.35			(7.32	)
Distributions to Shareholders From:
Net investment income		(0.42	)		(0.45	)		(0.50	)		(0.44	)		(0.62	)
Net realized gains on investments		—			—			(0.22	)		(1.04	)		—
Total distributions		(0.42	)		(0.45	)		(0.72	)		(1.48	)		(0.62	)
Net Asset Value, End of Period	$	44.29		$	28.04		$	18.78		$	29.86		$	28.99
Total Return(b)		59.43	%		51.93	%		(34.46	)%		8.52	%		(20.22	)%(c)
Ratios to Average Net Assets:
Gross expenses(b)		1.71	%		1.69	%		1.76	%		1.72	%		1.72	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.72	%(d)		1.65	%(c)
Net investment income (loss)(b)		2.09	%		2.30	%		3.00	%		1.46	%		0.99	%(c)
Supplemental Data:
Net assets, end of period (000’s)	$	63,086		$	30,740		$	18,535		$	26,442		$	25,783
Portfolio turnover rate(e)		48	%		80	%		130	%		38	%		76	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	During 2018, the Fund received a non-recurring reimbursement from a third party relating to expenses that were incurred in a prior year. Had this reimbursement not occurred, the net expense ratio and net investment income (loss) ratio would have been 1.68% and 0.96%, respectively, and the total return would have been (20.26)%.
(d)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.
(e)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

186 :: ProFund VP Pharmaceuticals :: Management Discussion of Fund Performance

ProFund VP Pharmaceuticals (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Select Pharmaceuticals^SM Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -6.13%. For the same period, the Index had a total return of -4.55%¹ and a volatility of 18.21%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the pharmaceuticals sector of the U.S. equity market. Component companies include, among others, the makers of prescription and over-the-counter drugs. The Index includes vaccine producers, but excludes vitamin producers.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Pharmaceuticals from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Pharmaceuticals		-6.13	%		4.67	%		8.15	%
Dow Jones U.S. Select PharmaceuticalsSM Index		-4.55	%		5.74	%		10.03	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Pharmaceuticals		1.67	%		1.67	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		98	%
Swap Agreements		1	%
Total Exposure		99	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Johnson & Johnson		22.1	%
Eli Lilly & Co.		18.4	%
Viatris, Inc.		4.5	%
Pfizer, Inc.		4.5	%
Merck & Co., Inc.		4.5	%

Dow Jones U.S. Select Pharmaceuticals^SM Index – Composition

	% of Index
Pharmaceuticals		96	%
Biotechnology		4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Pharmaceuticals :: 187

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (98.4%)

	Shares		Value
Aclaris Therapeutics, Inc.* (Pharmaceuticals)		2,867	$	45,155
Amicus Therapeutics, Inc.* (Biotechnology)		13,962		170,476
Amphastar Pharmaceuticals, Inc.* (Pharmaceuticals)		2,105		58,982
Amylyx Pharmaceuticals, Inc.* (Pharmaceuticals)		2,220		82,029
Arvinas, Inc.* (Pharmaceuticals)		2,705		92,538
Atea Pharmaceuticals, Inc.* (Biotechnology)		4,232		20,356
Axsome Therapeutics, Inc.* (Pharmaceuticals)		1,916		147,781
Bristol-Myers Squibb Co. (Pharmaceuticals)		7,509		540,273
Cara Therapeutics, Inc.* (Biotechnology)		2,520		27,065
Cassava Sciences, Inc.*(a) (Pharmaceuticals)		2,102		62,093
Catalent, Inc.* (Pharmaceuticals)		10,049		452,305
Catalyst Pharmaceuticals, Inc.* (Biotechnology)		5,348		99,473
Collegium Pharmaceutical, Inc.* (Pharmaceuticals)		1,875		43,500
Corcept Therapeutics, Inc.* (Pharmaceuticals)		5,350		108,659
DICE Therapeutics, Inc.* (Pharmaceuticals)		1,890		58,968
Elanco Animal Health, Inc.* (Pharmaceuticals)		24,890		304,156
Eli Lilly & Co. (Pharmaceuticals)		6,801		2,488,078
Harmony Biosciences Holdings, Inc.* (Pharmaceuticals)		1,656		91,246
Innoviva, Inc.* (Pharmaceuticals)		3,507		46,468
Intra-Cellular Therapies, Inc.* (Pharmaceuticals)		4,919		260,313
Ironwood Pharmaceuticals, Inc.* (Biotechnology)		7,452		92,330
Jazz Pharmaceuticals PLC* (Pharmaceuticals)		3,516		560,134
Johnson & Johnson (Pharmaceuticals)		16,942		2,992,804
Ligand Pharmaceuticals, Inc.* (Biotechnology)		896		59,853
Madrigal Pharmaceuticals, Inc.* (Biotechnology)		678		196,790
Merck & Co., Inc. (Pharmaceuticals)		5,452		604,899
Nuvation Bio, Inc.* (Pharmaceuticals)		7,647		14,682
Organon & Co. (Pharmaceuticals)		14,203		396,690
Pacira BioSciences, Inc.* (Pharmaceuticals)		2,562		98,919
Perrigo Co. PLC (Pharmaceuticals)		7,518		256,289
Pfizer, Inc. (Pharmaceuticals)		11,946		612,113
Phibro Animal Health Corp.—Class A (Pharmaceuticals)		1,136		15,234
Pliant Therapeutics, Inc.* (Pharmaceuticals)		1,879		36,321
Prestige Consumer Healthcare, Inc.* (Pharmaceuticals)		2,765		173,089
Reata Pharmaceuticals, Inc.*—Class A (Pharmaceuticals)		1,559		59,226
Revance Therapeutics, Inc.* (Pharmaceuticals)		4,594		84,805
Royalty Pharma PLC—Class A (Pharmaceuticals)		14,246		563,002
Theravance Biopharma, Inc.* (Pharmaceuticals)		3,229		36,229
Vanda Pharmaceuticals, Inc.* (Biotechnology)		3,160		23,352
Ventyx Biosciences, Inc.* (Pharmaceuticals)		1,550		50,825
Viatris, Inc. (Pharmaceuticals)		55,039		612,584
Zoetis, Inc. (Pharmaceuticals)		3,995		585,467
TOTAL COMMON STOCKS (Cost $8,833,516)				13,325,551

Repurchase Agreements^(b) (0.1%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 4.17%–4.20%, dated 12/30/22, due 1/3/23, total to be received $9,004	$	9,000	$	9,000
TOTAL REPURCHASE AGREEMENTS (Cost $9,000)				9,000

Collateral for Securities Loaned^(c) (0.5%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(d)		61,869	$	61,869
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $61,869)				61,869
TOTAL INVESTMENT SECURITIES (Cost $8,904,385)—99.0%				13,396,420
Net other assets (liabilities)—1.0%				130,658
NET ASSETS—100.0%			$	13,527,078

*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $62,064.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

See accompanying notes to financial statements.

188 :: ProFund VP Pharmaceuticals :: Financial Statements

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Select Pharmaceuticals Index	Goldman Sachs International	1/23/23		4.93	%	$	184,733	$	(641	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Pharmaceuticals invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Biotechnology	$	689,695		5.1	%
Pharmaceuticals		12,635,856		93.3	%
Other**		201,527		1.6	%
Total	$	13,527,078		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Pharmaceuticals :: 189

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	8,904,385
Securities, at value(a)		13,387,420
Repurchase agreements, at value		9,000
Total Investment Securities, at value		13,396,420
Cash		28
Segregated cash balances for swap agreements with custodian		220,000
Dividends and interest receivable		5,319
Receivable for capital shares issued		20,527
Prepaid expenses		39
TOTAL ASSETS		13,642,333
LIABILITIES:
Payable for collateral for securities loaned		61,869
Payable for capital shares redeemed		14,022
Unrealized depreciation on swap agreements		641
Advisory fees payable		8,193
Management services fees payable		1,092
Administration fees payable		1,218
Administrative services fees payable		7,089
Distribution fees payable		7,377
Transfer agency fees payable		2,068
Fund accounting fees payable		700
Compliance services fees payable		95
Other accrued expenses		10,891
TOTAL LIABILITIES		115,255
NET ASSETS	$	13,527,078
NET ASSETS CONSIST OF:
Capital	$	10,043,838
Total distributable earnings (loss)		3,483,240
NET ASSETS	$	13,527,078
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		362,594
Net Asset Value (offering and redemption price per share)	$	37.31

^(a) Includes securities on loan valued at: $ 62,064

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	285,517
Interest		1,788
Net income from securities lending		8,327
TOTAL INVESTMENT INCOME		295,632
EXPENSES:
Advisory fees		105,992
Management services fees		14,132
Administration fees		13,364
Transfer agency fees		11,783
Administrative services fees		34,854
Distribution fees		35,331
Custody fees		962
Fund accounting fees		7,759
Trustee fees		238
Compliance services fees		96
Other fees		16,213
Total Gross Expenses before reductions		240,724
Expenses reduced and reimbursed by the Advisor		(3,302	)
TOTAL NET EXPENSES		237,422
NET INVESTMENT INCOME (LOSS)		58,210
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		576,349
Net realized gains (losses) on swap agreements		(25,253	)
Change in net unrealized appreciation/depreciation on investment securities		(1,718,989	)
Change in net unrealized appreciation/depreciation on swap agreements		(765	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(1,168,658	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,110,448	)

See accompanying notes to financial statements.

190 :: ProFund VP Pharmaceuticals :: Financial Statements

Statements of Changes in Net Assets
	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	58,210		$	28,009
Net realized gains (losses) on investments		551,096			890,384
Change in net unrealized appreciation/depreciation on investments		(1,719,754	)		654,420
Change in net assets resulting from operations		(1,110,448	)		1,572,813
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(851,403	)		(236,561	)
Change in net assets resulting from distributions		(851,403	)		(236,561	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		13,523,441			12,167,906
Distributions reinvested		851,403			236,561
Value of shares redeemed		(15,676,413	)		(13,221,422	)
Change in net assets resulting from capital transactions		(1,301,569	)		(816,955	)
Change in net assets		(3,263,420	)		519,297
NET ASSETS:
Beginning of period		16,790,498			16,271,201
End of period	$	13,527,078		$	16,790,498
SHARE TRANSACTIONS:
Issued		349,435			306,437
Reinvested		22,459			6,201
Redeemed		(407,558	)		(336,517	)
Change in shares		(35,664	)		(23,879	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Pharmaceuticals :: 191

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	42.16		$	38.54		$	34.29		$	34.85		$	38.53
Investment Activities:
Net investment income (loss)(a)		0.16			0.07			—	(b)		0.04			0.25
Net realized and unrealized gains (losses) on investments		(2.71	)		4.18			4.29			4.22			(2.58	)
Total income (loss) from investment activities		(2.55	)		4.25			4.29			4.26			(2.33	)
Distributions to Shareholders From:
Net investment income		(0.03	)		(0.11	)		(0.04	)		(0.31	)		(0.42	)
Net realized gains on investments		(2.27	)		(0.52	)		—			(4.51	)		(0.93	)
Total distributions		(2.30	)		(0.63	)		(0.04	)		(4.82	)		(1.35	)
Net Asset Value, End of Period	$	37.31		$	42.16		$	38.54		$	34.29		$	34.85
Total Return(c)		(6.13	)%		11.20	%		12.51	%		14.04	%		(6.20	)%
Ratios to Average Net Assets:
Gross expenses(c)		1.70	%		1.68	%		1.73	%		1.74	%		1.76	%
Net expenses(c)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(c)		0.41	%		0.18	%		0.01	%		0.12	%		0.65	%
Supplemental Data:
Net assets, end of period (000’s)	$	13,527		$	16,790		$	16,271		$	13,604		$	13,833
Portfolio turnover rate(d)		64	%		60	%		91	%		126	%		261	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Amount is less than $0.005.
(c)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(d)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

192 :: ProFund VP Precious Metals :: Management Discussion of Fund Performance

ProFund VP Precious Metals (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones Precious Metals^SM Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -11.02%. For the same period, the Index had a return of -8.71%¹ and a volatility of 38.50%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the precious metals mining sector. Component companies include, among others, leading miners and producers of gold, silver and platinum-group metals whose securities are available to U.S. investors during U.S. trading hours.

During the year ended December 31, 2022, the Fund invested in swap agreements as a substitute for investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Precious Metals from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Precious Metals		-11.02	%		4.90	%		-4.05	%
Dow Jones Precious MetalsSM Index		-8.71	%		7.59	%		-1.62	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Precious Metals		1.68	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		100	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Precious Metals primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Dow Jones Precious Metals^SM Index – Composition

	% of Index
Gold		91	%
Silver		5	%
Precious Metals & Minerals		4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Precious Metals :: 193

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a)(b) (94.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $25,657,860	$	25,646,000	$	25,646,000
TOTAL REPURCHASE AGREEMENTS (Cost $25,646,000)				25,646,000
TOTAL INVESTMENT SECURITIES (Cost $25,646,000)—94.2%				25,646,000
Net other assets (liabilities)—5.8%				1,582,006
NET ASSETS—100.0%			$	27,228,006

(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $3,514,000.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones Precious Metals Index	Goldman Sachs International	1/23/23		4.93	%	$	14,664,875	$	(144,608	)
Dow Jones Precious Metals Index	UBS AG	1/23/23		5.08	%		12,530,141		(140,519	)
						$	27,195,016	$	(285,127	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

194 :: ProFund VP Precious Metals :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	25,646,000
Repurchase agreements, at value		25,646,000
Total Investment Securities, at value		25,646,000
Cash		643
Interest receivable		5,930
Receivable for capital shares issued		2,000,141
Prepaid expenses		102
TOTAL ASSETS		27,652,816
LIABILITIES:
Payable for capital shares redeemed		69,361
Unrealized depreciation on swap agreements		285,127
Advisory fees payable		16,288
Management services fees payable		2,172
Administration fees payable		2,098
Administrative services fees payable		10,796
Distribution fees payable		11,439
Transfer agency fees payable		3,808
Fund accounting fees payable		1,299
Compliance services fees payable		172
Other accrued expenses		22,250
TOTAL LIABILITIES		424,810
NET ASSETS	$	27,228,006
NET ASSETS CONSIST OF:
Capital	$	92,242,871
Total distributable earnings (loss)		(65,014,865	)
NET ASSETS	$	27,228,006
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		1,087,907
Net Asset Value (offering and redemption price per share)	$	25.03

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	378,902
EXPENSES:
Advisory fees		210,698
Management services fees		28,093
Administration fees		24,170
Transfer agency fees		23,107
Administrative services fees		70,772
Distribution fees		70,233
Custody fees		5,985
Fund accounting fees		14,928
Trustee fees		493
Compliance services fees		198
Other fees		31,738
Total Gross Expenses before reductions		480,415
Expenses reduced and reimbursed by the Advisor		(8,451	)
TOTAL NET EXPENSES		471,964
NET INVESTMENT INCOME (LOSS)		(93,062	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on swap agreements		(2,654,144	)
Change in net unrealized appreciation/depreciation on swap agreements		(887,579	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(3,541,723	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(3,634,785	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Precious Metals :: 195

Statements of Changes in Net Assets
	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(93,062	)	$	(536,675	)
Net realized gains (losses) on investments		(2,654,144	)		(3,151,213	)
Change in net unrealized appreciation/depreciation on investments		(887,579	)		594,004
Change in net assets resulting from operations		(3,634,785	)		(3,093,884	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		63,424,036			55,173,894
Value of shares redeemed		(62,765,713	)		(60,246,173	)
Change in net assets resulting from capital transactions		658,323			(5,072,279	)
Change in net assets		(2,976,462	)		(8,166,163	)
NET ASSETS:
Beginning of period		30,204,468			38,370,631
End of period	$	27,228,006		$	30,204,468
SHARE TRANSACTIONS:
Issued		2,291,136			1,860,381
Redeemed		(2,276,907	)		(2,028,762	)
Change in shares		14,229			(168,381	)

See accompanying notes to financial statements.

196 :: ProFund VP Precious Metals :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	28.13		$	30.89		$	24.94		$	17.10		$	19.75
Investment Activities:
Net investment income (loss)(a)		(0.09	)		(0.49	)		(0.42	)		0.07			0.01
Net realized and unrealized gains (losses) on investments		(3.01	)		(2.27	)		6.44			7.78			(2.66	)
Total income (loss) from investment activities		(3.10	)		(2.76	)		6.02			7.85			(2.65	)
Distributions to Shareholders From:
Net investment income		—			—			(0.07	)		(0.01	)		—
Net Asset Value, End of Period	$	25.03		$	28.13		$	30.89		$	24.94		$	17.10
Total Return(b)		(11.02	)%		(8.94	)%		24.10	%		45.98	%		(13.47	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.71	%		1.68	%		1.74	%		1.72	%		1.75	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		(0.33	)%		(1.68	)%		(1.43	)%		0.37	%		0.04	%
Supplemental Data:
Net assets, end of period (000’s)	$	27,228		$	30,204		$	38,371		$	32,395		$	19,001
Portfolio turnover rate(c)		—			—			—			—			—

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Real Estate :: 197

ProFund VP Real Estate (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Real Estate^SM Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -26.56%. For the same period, the Index had a total return of -25.17%¹ and a volatility of 24.76%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the real estate sector of the U.S. equity market. Component companies include real estate holding and development and real estate service companies; and real estate investment trusts (“REITs”) that invest in industrial, office and retail properties. REITs are passive investment vehicles that invest primarily in income-producing real estate and real estate related loans or interests.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Real Estate from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Real Estate		-26.56	%		2.43	%		4.92	%
Dow Jones U.S. Real EstateSM Index		-25.17	%		4.04	%		6.65	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Real Estate		1.69	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		97	%
Swap Agreements		2	%
Total Exposure		99	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Prologis, Inc.		8.5	%
American Tower Corp.		8.0	%
Equinix, Inc.		4.9	%
Crown Castle, Inc.		4.8	%
Public Storage		3.6	%

Dow Jones U.S. Real Estate^SM Index – Composition

	% of Index
Equity Real Estate Investment Trusts (REITs)		91	%
Real Estate Management & Development		4	%
Professional Services		3	%
Mortgage Real Estate Investment Trusts (REITs)		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

198 :: ProFund VP Real Estate :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (96.6%)

	Shares		Value
AGNC Investment Corp. (Mortgage Real Estate Investment Trusts (REITs))		2,606	$	26,972
Agree Realty Corp. (Equity Real Estate Investment Trusts (REITs))		404		28,656
Alexandria Real Estate Equities, Inc. (Equity Real Estate Investment Trusts (REITs))		681		99,201
American Homes 4 Rent—Class A (Equity Real Estate Investment Trusts (REITs))		1,399		42,166
American Tower Corp. (Equity Real Estate Investment Trusts (REITs))		2,123		449,778
Americold Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		1,228		34,765
Annaly Capital Management, Inc. (Mortgage Real Estate Investment Trusts (REITs))		2,133		44,964
Apartment Income REIT Corp. (Equity Real Estate Investment Trusts (REITs))		684		23,468
AvalonBay Communities, Inc. (Equity Real Estate Investment Trusts (REITs))		638		103,050
Blackstone Mortgage Trust, Inc.—Class A (Mortgage Real Estate Investment Trusts (REITs))		779		16,491
Boston Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		650		43,927
Brixmor Property Group, Inc. (Equity Real Estate Investment Trusts (REITs))		1,367		30,990
Camden Property Trust (Equity Real Estate Investment Trusts (REITs))		486		54,374
CBRE Group, Inc.*—Class A (Real Estate Management & Development)		1,440		110,822
Corporate Office Properties Trust (Equity Real Estate Investment Trusts (REITs))		512		13,281
CoStar Group, Inc.* (Professional Services)		1,853		143,200
Cousins Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		690		17,450
Crown Castle, Inc. (Equity Real Estate Investment Trusts (REITs))		1,974		267,753
CubeSmart (Equity Real Estate Investment Trusts (REITs))		1,024		41,216
Digital Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		1,311		131,454
Douglas Emmett, Inc. (Equity Real Estate Investment Trusts (REITs))		801		12,560
EastGroup Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		199		29,464
Equinix, Inc. (Equity Real Estate Investment Trusts (REITs))		422		276,422
Equity Commonwealth (Equity Real Estate Investment Trusts (REITs))		500		12,479
Equity LifeStyle Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		798		51,551
Equity Residential (Equity Real Estate Investment Trusts (REITs))		1,551		91,509
Essex Property Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		295		62,516
Extra Space Storage, Inc. (Equity Real Estate Investment Trusts (REITs))		611		89,927
Federal Realty Investment Trust (Equity Real Estate Investment Trusts (REITs))		333		33,646
First Industrial Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		602		29,053
Gaming & Leisure Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		1,175		61,206
Healthcare Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		1,735		33,433
Healthpeak Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		2,451		61,447
Highwoods Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		480		13,430
Host Hotels & Resorts, Inc. (Equity Real Estate Investment Trusts (REITs))		3,260		52,323
Invitation Homes, Inc. (Equity Real Estate Investment Trusts (REITs))		2,648		78,487
Iron Mountain, Inc. (Equity Real Estate Investment Trusts (REITs))		1,325		66,051
JBG Smith Properties (Equity Real Estate Investment Trusts (REITs))		451		8,560
Jones Lang LaSalle, Inc.* (Real Estate Management & Development)		216		34,424
Kilroy Realty Corp. (Equity Real Estate Investment Trusts (REITs))		480		18,562
Kimco Realty Corp. (Equity Real Estate Investment Trusts (REITs))		2,820		59,728
Lamar Advertising Co.—Class A (Equity Real Estate Investment Trusts (REITs))		398		37,571
Life Storage, Inc. (Equity Real Estate Investment Trusts (REITs))		388		38,218
LXP Industrial Trust (Equity Real Estate Investment Trusts (REITs))		1,257		12,595
Medical Properties Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		2,726		30,368
Mid-America Apartment Communities, Inc. (Equity Real Estate Investment Trusts (REITs))		526		82,577
National Health Investors, Inc. (Equity Real Estate Investment Trusts (REITs))		198		10,340
National Retail Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		815		37,294
National Storage Affiliates Trust (Equity Real Estate Investment Trusts (REITs))		385		13,906
Omega Healthcare Investors, Inc. (Equity Real Estate Investment Trusts (REITs))		1,068		29,851
Opendoor Technologies, Inc.*(a) (Real Estate Management & Development)		2,313		2,683
Physicians Realty Trust (Equity Real Estate Investment Trusts (REITs))		1,040		15,049
PotlatchDeltic Corp. (Equity Real Estate Investment Trusts (REITs))		368		16,188
Prologis, Inc. (Equity Real Estate Investment Trusts (REITs))		4,208		474,367
Public Storage (Equity Real Estate Investment Trusts (REITs))		721		202,017
Rayonier, Inc. (Equity Real Estate Investment Trusts (REITs))		668		22,017
Realty Income Corp. (Equity Real Estate Investment Trusts (REITs))		2,859		181,346
Regency Centers Corp. (Equity Real Estate Investment Trusts (REITs))		702		43,875
Rexford Industrial Realty, Inc. (Equity Real Estate Investment Trusts (REITs))		837		45,734
Rithm Capital Corp. (Mortgage Real Estate Investment Trusts (REITs))		2,160		17,647

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Real Estate :: 199

Common Stocks, continued

	Shares		Value
Sabra Health Care REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		1,053	$	13,089
SBA Communications Corp. (Equity Real Estate Investment Trusts (REITs))		492		137,913
Simon Property Group, Inc. (Equity Real Estate Investment Trusts (REITs))		1,491		175,163
SL Green Realty Corp.(a) (Equity Real Estate Investment Trusts (REITs))		293		9,880
Spirit Realty Capital, Inc. (Equity Real Estate Investment Trusts (REITs))		637		25,435
STAG Industrial, Inc. (Equity Real Estate Investment Trusts (REITs))		817		26,397
Starwood Property Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		1,412		25,882
STORE Capital Corp. (Equity Real Estate Investment Trusts (REITs))		1,211		38,825
Sun Communities, Inc. (Equity Real Estate Investment Trusts (REITs))		565		80,795
The Howard Hughes Corp.* (Real Estate Management & Development)		157		11,998
UDR, Inc. (Equity Real Estate Investment Trusts (REITs))		1,395		54,028
Ventas, Inc. (Equity Real Estate Investment Trusts (REITs))		1,822		82,081
VICI Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		4,391		142,268
Vornado Realty Trust (Equity Real Estate Investment Trusts (REITs))		734		15,275
Welltower, Inc. (Equity Real Estate Investment Trusts (REITs))		2,154		141,195
Weyerhaeuser Co. (Equity Real Estate Investment Trusts (REITs))		3,355		104,005
WP Carey, Inc. (Equity Real Estate Investment Trusts (REITs))		948		74,086
Zillow Group, Inc.*—Class A (Real Estate Management & Development)		265		8,271
Zillow Group, Inc.*—Class C (Real Estate Management & Development)		743		23,932
TOTAL COMMON STOCKS (Cost $2,016,006)				5,404,917

Repurchase Agreements^(b) (1.6%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $88,041	$	88,000	$	88,000
TOTAL REPURCHASE AGREEMENTS (Cost $88,000)				88,000

Collateral for Securities Loaned^(c) (0.2%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(d)		12,832	$	12,832
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $12,832)				12,832
TOTAL INVESTMENT SECURITIES (Cost $2,116,838)—98.4%				5,505,749
Net other assets (liabilities)—1.6%				89,765
NET ASSETS—100.0%			$	5,595,514

*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $12,528.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Real Estate Index	Goldman Sachs International	1/23/23		4.93	%	$	139,626	$	(438	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

200 :: ProFund VP Real Estate :: Financial Statements

ProFund VP Real Estate invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Equity Real Estate Investment Trusts (REITs)	$	4,937,631		88.2	%
Mortgage Real Estate Investment Trusts (REITs)		131,956		2.4	%
Professional Services		143,200		2.6	%
Real Estate Management & Development		192,130		3.4	%
Other**		190,597		3.4	%
Total	$	5,595,514		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Real Estate :: 201

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	2,116,838
Securities, at value(a)		5,417,749
Repurchase agreements, at value		88,000
Total Investment Securities, at value		5,505,749
Cash		623
Dividends and interest receivable		25,091
Receivable for capital shares issued		93,499
Prepaid expenses		23
TOTAL ASSETS		5,624,985
LIABILITIES:
Payable for collateral for securities loaned		12,832
Payable for capital shares redeemed		531
Unrealized depreciation on swap agreements		438
Advisory fees payable		3,519
Management services fees payable		469
Administration fees payable		512
Administrative services fees payable		1,716
Distribution fees payable		1,824
Transfer agency fees payable		894
Fund accounting fees payable		312
Compliance services fees payable		47
Other accrued expenses		6,377
TOTAL LIABILITIES		29,471
NET ASSETS	$	5,595,514
NET ASSETS CONSIST OF:
Capital	$	1,649,841
Total distributable earnings (loss)		3,945,673
NET ASSETS	$	5,595,514
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		103,192
Net Asset Value (offering and redemption price per share)	$	54.22

^(a) Includes securities on loan valued at: $ 12,528

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	175,308
Interest		2,128
TOTAL INVESTMENT INCOME		177,436
EXPENSES:
Advisory fees		61,297
Management services fees		8,173
Administration fees		7,860
Transfer agency fees		6,673
Administrative services fees		22,015
Distribution fees		20,433
Custody fees		1,549
Fund accounting fees		4,613
Trustee fees		137
Compliance services fees		47
Other fees		9,050
Total Gross Expenses before reductions		141,847
Expenses reduced and reimbursed by the Advisor		(4,540	)
TOTAL NET EXPENSES		137,307
NET INVESTMENT INCOME (LOSS)		40,129
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		1,573,244
Net realized gains (losses) on swap agreements		(32,350	)
Change in net unrealized appreciation/depreciation on investment securities		(4,842,822	)
Change in net unrealized appreciation/depreciation on swap agreements		(11,274	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(3,313,202	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(3,273,073	)

See accompanying notes to financial statements.

202 :: ProFund VP Real Estate :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	40,129		$	36,507
Net realized gains (losses) on investments		1,540,894			970,681
Change in net unrealized appreciation/depreciation on investments		(4,854,096	)		2,818,718
Change in net assets resulting from operations		(3,273,073	)		3,825,906
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(603,190	)		(3,298	)
Change in net assets resulting from distributions		(603,190	)		(3,298	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		11,092,028			28,548,171
Distributions reinvested		603,190			3,298
Value of shares redeemed		(16,150,682	)		(28,175,883	)
Change in net assets resulting from capital transactions		(4,455,464	)		375,586
Change in net assets		(8,331,727	)		4,198,194
NET ASSETS:
Beginning of period		13,927,241			9,729,047
End of period	$	5,595,514		$	13,927,241
SHARE TRANSACTIONS:
Issued		162,738			413,871
Reinvested		10,026			41
Redeemed		(244,346	)		(406,457	)
Change in shares		(71,582	)		7,455

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Real Estate :: 203

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	79.69		$	58.15		$	65.05		$	54.51		$	66.65
Investment Activities:
Net investment income (loss)(a)		0.32			0.19			0.42			0.75			1.09
Net realized and unrealized gains (losses) on investments		(21.06	)		21.37			(4.66	)		13.65			(4.66	)
Total income (loss) from investment activities		(20.74	)		21.56			(4.24	)		14.40			(3.57	)
Distributions to Shareholders From:
Net investment income		(0.48	)		(0.02	)		(0.78	)		(1.06	)		(1.36	)
Net realized gains on investments		(4.25	)		—			(1.71	)		(2.80	)		(7.21	)
Return of capital		—			—			(0.17	)		—			—
Total distributions		(4.73	)		(0.02	)		(2.66	)		(3.86	)		(8.57	)
Net Asset Value, End of Period	$	54.22		$	79.69		$	58.15		$	65.05		$	54.51
Total Return(b)		(26.56	)%		37.07	%		(6.29	)%(c)		26.76	%		(5.70	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.74	%		1.69	%		1.76	%		1.71	%		1.69	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		0.49	%		0.27	%		0.72	%		1.18	%		1.82	%
Supplemental Data:
Net assets, end of period (000’s)	$	5,596		$	13,927		$	9,729		$	15,945		$	10,384
Portfolio turnover rate(d)		85	%		147	%		150	%		126	%		82	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	During the year ended December 31, 2020, the Fund received monies related to certain nonrecurring litigation settlements. The corresponding impact to the total return was an increase of 0.29%.
(d)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

204 :: ProFund VP Rising Rates Opportunity :: Management Discussion of Fund Performance

ProFund VP Rising Rates Opportunity (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to one and one-quarter times the inverse (-1.25x) of the movement of the most recently issued 30-Year U.S. Treasury Bond (the “Long Bond”) for a single day, not for any other period. A “single day” is measured from the time the Fund calculates its net asset value (“NAV”) to the time of the Fund’s next NAV calculation. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund’s returns for periods longer than a single day very likely differ in amount, and possibly even direction, from the Fund’s stated multiple (-1.25x) times the return of the Long Bond for the same period. For periods longer than a single day, the Fund will lose money if the Long Bond’s performance is flat, and it is possible that the Fund will lose money even if the level of the Long Bond falls. For the year ended December 31, 2022, the Fund had a total return of 58.47%. For the same period, the Long Bond, as measured by the Ryan Labs Returns Treasury Yield Curve 30 Year Index¹, had a total return of -36.28%² and a volatility of 24.04%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to one and one-quarter times the inverse of the daily price movement of the Long Bond.³

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as one and one-quarter times the inverse of the daily price movement of the Long Bond. The Long Bond is the longest term outstanding 30-year bond issued by the U.S. Treasury. As of December 31, 2022, the most recent Long Bond carried a maturity date of 11/15/52 and a 4.00% coupon.

During the year ended December 31, 2022, the Fund invested in swap agreements and futures contracts as a substitute for shorting bonds in order to gain inverse leveraged exposure to the Long Bond. These derivatives generally tracked the performance of their underlying benchmark and benefited from financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Rising Rates Opportunity from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Rising Rates Opportunity		58.47	%		-0.03	%		-3.97	%
Ryan Labs Returns Treasury Yield Curve 30 Year Index		-36.28	%		-3.78	%		-0.36	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Rising Rates Opportunity		1.61	%		1.61	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings

Market Exposure

Investment Type	% of Net Assets
Futures Contracts		(4	)%
Swap Agreements		(119	)%
Total Exposure		(123	)%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Rising Rates Opportunity primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The Ryan Labs Returns Treasury Yield Curve 30 Year Index is an index that consists of public obligations of the U.S. Treasury consisting of a single security, the latest issued on-the-run 30-year U.S. Treasury Bond. This Index reflects both price return and yield. It does not reflect the impact of transaction costs nor the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees. It is not possible to invest directly in an index.
2	The Long Bond reflects a yield component. It does not reflect the impact of transaction and financing costs, nor the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees. The Fund’s performance reflects a yield component, the impact of transaction and financing costs and the deduction of fees and expenses.
3	1.00 equals perfect correlation. This calculation is based on the daily total return of the Long Bond and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Rising Rates Opportunity :: 205

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a)(b) (87.0%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $14,791,837	$	14,785,000	$	14,785,000
TOTAL REPURCHASE AGREEMENTS (Cost $14,785,000)				14,785,000
TOTAL INVESTMENT SECURITIES (Cost $14,785,000)—87.0%				14,785,000
Net other assets (liabilities)—13.0%				2,204,614
NET ASSETS—100.0%			$	16,989,614

(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $610,000.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Futures Contracts Sold

	Number of Contracts	Expiration Date	Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
30-Year U.S. Treasury Bond Futures Contracts	6	3/23/23	$	(748,125	)	$	(198	)

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
30-Year U.S. Treasury Bond, 4.00% due on 11/15/52	Citibank North America	1/16/23		(4.15	)%	$	(8,242,244	)	$	670,806
30-Year U.S. Treasury Bond, 4.00% due on 11/15/52	Societe’ Generale	1/16/23		(4.08	)%		(11,916,618	)		1,077,402
						$	(20,158,862	)	$	1,748,208

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

206 :: ProFund VP Rising Rates Opportunity :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	14,785,000
Repurchase agreements, at value		14,785,000
Total Investment Securities, at value		14,785,000
Cash		27,335
Segregated cash balances for futures contracts with brokers		4,334
Segregated cash balances for swap agreements with custodian		90
Interest receivable		3,419
Unrealized appreciation on swap agreements		1,748,208
Receivable for capital shares issued		505,226
Prepaid expenses		33
TOTAL ASSETS		17,073,645
LIABILITIES:
Payable for capital shares redeemed		3,243
Variation margin on futures contracts		31,856
Advisory fees payable		11,966
Management services fees payable		1,595
Administration fees payable		1,487
Administrative services fees payable		7,033
Distribution fees payable		9,700
Transfer agency fees payable		2,881
Fund accounting fees payable		839
Compliance services fees payable		121
Other accrued expenses		13,310
TOTAL LIABILITIES		84,031
NET ASSETS	$	16,989,614
NET ASSETS CONSIST OF:
Capital	$	39,915,799
Total distributable earnings (loss)		(22,926,185	)
NET ASSETS	$	16,989,614
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		386,222
Net Asset Value (offering and redemption price per share)	$	43.99

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	277,404
EXPENSES:
Advisory fees		118,011
Management services fees		15,735
Administration fees		14,625
Transfer agency fees		13,497
Administrative services fees		31,724
Distribution fees		39,337
Custody fees		2,375
Fund accounting fees		8,692
Trustee fees		263
Compliance services fees		137
Other fees		16,977
TOTAL NET EXPENSES		261,373
NET INVESTMENT INCOME (LOSS)		16,031
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on futures contracts		39,656
Net realized gains (losses) on swap agreements		3,948,083
Change in net unrealized appreciation/depreciation on futures contracts		(198	)
Change in net unrealized appreciation/depreciation on swap agreements		1,733,890
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		5,721,431
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	5,737,462

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Rising Rates Opportunity :: 207

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	16,031		$	(98,707	)
Net realized gains (losses) on investments		3,987,739			(210,250	)
Change in net unrealized appreciation/depreciation on investments		1,733,692			34,092
Change in net assets resulting from operations		5,737,462			(274,865	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		46,824,952			14,045,664
Value of shares redeemed		(41,462,432	)		(12,321,786	)
Change in net assets resulting from capital transactions		5,362,520			1,723,878
Change in net assets		11,099,982			1,449,013
NET ASSETS:
Beginning of period		5,889,632			4,440,619
End of period	$	16,989,614		$	5,889,632
SHARE TRANSACTIONS:
Issued		1,308,759			450,241
Redeemed		(1,134,716	)		(397,906	)
Change in shares		174,043			52,335

See accompanying notes to financial statements.

208 :: ProFund VP Rising Rates Opportunity :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	27.76		$	27.78		$	38.21		$	48.56		$	46.61
Investment Activities:
Net investment income (loss)(a)		0.04			(0.50	)		(0.37	)		0.21			0.06
Net realized and unrealized gains (losses) on investments		16.19			0.48	(b)		(9.84	)		(8.70	)		1.89
Total income (loss) from investment activities		16.23			(0.02	)		(10.21	)		(8.49	)		1.95
Distributions to Shareholders From:
Net investment income		—			—			(0.22	)		(0.08	)		—
Net realized gains on investments		—			—			—			(1.78	)		—
Total distributions		—			—			(0.22	)		(1.86	)		—
Net Asset Value, End of Period	$	43.99		$	27.76		$	27.78		$	38.21		$	48.56
Total Return(c)		58.47	%		(0.07	)%		(26.70	)%		(17.41	)%		4.16	%
Ratios to Average Net Assets:
Gross expenses(c)		1.66	%		1.64	%		1.73	%		1.70	%		1.64	%
Net expenses(c)		1.66	%		1.64	%		1.68	%		1.67	%		1.64	%
Net investment income (loss)(c)		0.10	%		(1.64	)%		(1.30	)%		0.50	%		0.12	%
Supplemental Data:
Net assets, end of period (000’s)	$	16,990		$	5,890		$	4,441		$	5,962		$	9,941
Portfolio turnover rate(d)		—			—			—			—			—

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio of securities during the period because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the period.
(c)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(d)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Semiconductor :: 209

ProFund VP Semiconductor (the “Fund”) seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Semiconductors^SM Index (the “Index”). For the year ended December 31, 2022, the Fund had a total return of -37.50%. For the same period, the Index had a return of -36.44%¹ and a volatility of 45.47%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the semiconductor sector of the U.S. equity market. Component companies are engaged in the production of semiconductors and other integrated chips, as well as other related products such as semiconductor capital equipment and motherboards.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Semiconductor from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Semiconductor		-37.50	%		12.57	%		18.49	%
Dow Jones U.S. SemiconductorsSM Index		-36.44	%		14.48	%		20.64	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Semiconductor		1.63	%		1.63	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		81	%
Swap Agreements		19	%
Total Exposure		100	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
NVIDIA Corp.		17.1	%
Broadcom, Inc.		10.6	%
Texas Instruments, Inc.		7.0	%
Qualcomm, Inc.		5.8	%
Intel Corp.		5.1	%

Dow Jones U.S. Semiconductors^SM Index – Composition

	% of Index
Semiconductors & Semiconductor Equipment		100	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value (“NAV”) will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

210 :: ProFund VP Semiconductor :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (80.5%)

	Shares		Value
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		5,986	$	387,713
Allegro MicroSystems, Inc.* (Semiconductors & Semiconductor Equipment)		241		7,235
Amkor Technology, Inc. (Semiconductors & Semiconductor Equipment)		373		8,945
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		1,910		313,297
Applied Materials, Inc. (Semiconductors & Semiconductor Equipment)		3,194		311,032
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		1,504		840,932
Cirrus Logic, Inc.* (Semiconductors & Semiconductor Equipment)		204		15,194
Enphase Energy, Inc.* (Semiconductors & Semiconductor Equipment)		505		133,805
Entegris, Inc. (Semiconductors & Semiconductor Equipment)		553		36,271
GLOBALFOUNDRIES, Inc.*(a) (Semiconductors & Semiconductor Equipment)		261		14,065
Intel Corp. (Semiconductors & Semiconductor Equipment)		15,322		404,960
KLA Corp. (Semiconductors & Semiconductor Equipment)		526		198,318
Lam Research Corp. (Semiconductors & Semiconductor Equipment)		506		212,672
Lattice Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		509		33,024
Marvell Technology, Inc. (Semiconductors & Semiconductor Equipment)		3,165		117,232
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		2,042		143,451
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		4,036		201,719
MKS Instruments, Inc. (Semiconductors & Semiconductor Equipment)		212		17,963
Monolithic Power Systems, Inc. (Semiconductors & Semiconductor Equipment)		166		58,699
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		9,244		1,350,918
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		962		152,025
ON Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		1,605		100,104
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		212		15,205
Qorvo, Inc.* (Semiconductors & Semiconductor Equipment)		376		34,081
Qualcomm, Inc. (Semiconductors & Semiconductor Equipment)		4,162		457,570
Semtech Corp.* (Semiconductors & Semiconductor Equipment)		236		6,771
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		124		16,823
Skyworks Solutions, Inc. (Semiconductors & Semiconductor Equipment)		596		54,313
SolarEdge Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		208		58,920
Teradyne, Inc. (Semiconductors & Semiconductor Equipment)		578		50,488
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		3,369		556,626
Universal Display Corp. (Semiconductors & Semiconductor Equipment)		161		17,394
Wolfspeed, Inc.* (Semiconductors & Semiconductor Equipment)		461		31,827
TOTAL COMMON STOCKS (Cost $1,212,302)				6,359,592

Repurchase Agreements^(b) (0.5%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $41,019	$	41,000	$	41,000
TOTAL REPURCHASE AGREEMENTS (Cost $41,000)				41,000

Collateral for Securities Loaned^(c) (0.2%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(d)		17,802	$	17,802
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $17,802)				17,802
TOTAL INVESTMENT SECURITIES (Cost $1,271,104)—81.2%				6,418,394
Net other assets (liabilities)—18.8%				1,485,689
NET ASSETS—100.0%			$	7,904,083

*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $14,065.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Semiconductor :: 211

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Semiconductors Index	Goldman Sachs International	1/23/23		4.93	%	$	1,513,065	$	(778	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Semiconductor invested in the following industries as of December 31, 2022:

			% of
	Value		Net Assets
Semiconductors & Semiconductor Equipment	$	6,359,592		80.5	%
Other**		1,544,491		19.5	%
Total	$	7,904,083		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

212 :: ProFund VP Semiconductor :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	1,271,104
Securities, at value(a)		6,377,394
Repurchase agreements, at value		41,000
Total Investment Securities, at value		6,418,394
Cash		273
Segregated cash balances for swap agreements with custodian		40,000
Dividends and interest receivable		2,986
Receivable for capital shares issued		176
Receivable for investments sold		1,609,572
Prepaid expenses		41
TOTAL ASSETS		8,071,442
LIABILITIES:
Payable for collateral for securities loaned		17,802
Payable for capital shares redeemed		123,319
Unrealized depreciation on swap agreements		778
Advisory fees payable		5,322
Management services fees payable		710
Administration fees payable		801
Administrative services fees payable		3,490
Distribution fees payable		4,064
Transfer agency fees payable		1,384
Fund accounting fees payable		462
Compliance services fees payable		66
Other accrued expenses		9,161
TOTAL LIABILITIES		167,359
NET ASSETS	$	7,904,083
NET ASSETS CONSIST OF:
Capital	$	3,404,650
Total distributable earnings (loss)		4,499,433
NET ASSETS	$	7,904,083
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		120,068
Net Asset Value (offering and redemption price per share)	$	65.83

^(a) Includes securities on loan valued at: $ 14,065

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	157,710
Interest		2,925
Foreign tax withholding		(717	)
Net income from securities lending		120
TOTAL INVESTMENT INCOME		160,038
EXPENSES:
Advisory fees		90,333
Management services fees		12,044
Administration fees		11,474
Transfer agency fees		9,748
Administrative services fees		27,973
Distribution fees		30,111
Custody fees		1,705
Fund accounting fees		6,419
Trustee fees		205
Compliance services fees		67
Other fees		15,102
Total Gross Expenses before reductions		205,181
Expenses reduced and reimbursed by the Advisor		(1,279	)
TOTAL NET EXPENSES		203,902
NET INVESTMENT INCOME (LOSS)		(43,864	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		266,188
Net realized gains (losses) on swap agreements		(145,297	)
Change in net unrealized appreciation/depreciation on investment securities		(7,354,231	)
Change in net unrealized appreciation/depreciation on swap agreements		6,385
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(7,226,955	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(7,270,819	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Semiconductor :: 213

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(43,864	)	$	(85,077	)
Net realized gains (losses) on investments		120,891			409,229
Change in net unrealized appreciation/depreciation on investments		(7,347,846	)		5,557,190
Change in net assets resulting from operations		(7,270,819	)		5,881,342
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(697,508	)		(1,055,565	)
Change in net assets resulting from distributions		(697,508	)		(1,055,565	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		29,075,888			37,060,548
Distributions reinvested		697,508			1,055,565
Value of shares redeemed		(35,210,883	)		(34,738,070	)
Change in net assets resulting from capital transactions		(5,437,487	)		3,378,043
Change in net assets		(13,405,814	)		8,203,820
NET ASSETS:
Beginning of period		21,309,897			13,106,077
End of period	$	7,904,083		$	21,309,897
SHARE TRANSACTIONS:
Issued		352,474			395,856
Reinvested		9,089			14,005
Redeemed		(432,551	)		(377,619	)
Change in shares		(70,988	)		32,242

See accompanying notes to financial statements.

214 :: ProFund VP Semiconductor :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended			Year Ended			Year Ended			Year Ended			Year Ended
	Dec. 31, 2022			Dec. 31, 2021			Dec. 31, 2020			Dec. 31, 2019			Dec. 31, 2018
Net Asset Value, Beginning of Period	$	111.54		$	82.52		$	60.61		$	44.36		$	52.82
Investment Activities:
Net investment income (loss)(a)		(0.29	)		(0.51	)		(0.06	)		0.22			0.17
Net realized and unrealized gains (losses) on investments		(40.90	)		36.96			26.68			20.66			(4.81	)
Total income (loss) from investment activities		(41.19	)		36.45			26.62			20.88			(4.64	)
Distributions to Shareholders From:
Net investment income		—			—			(0.23	)		(0.15	)		—
Net realized gains on investments		(4.52	)		(7.43	)		(4.48	)		(4.48	)		(3.82	)
Total distributions		(4.52	)		(7.43	)		(4.71	)		(4.63	)		(3.82	)
Net Asset Value, End of Period	$	65.83		$	111.54		$	82.52		$	60.61		$	44.36
Total Return(b)		(37.50	)%		48.49	%		44.85	%		49.77	%		(10.23	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.70	%		1.64	%		1.72	%		1.67	%		1.65	%
Net expenses(b)		1.69	%(c)		1.64	%		1.70	%(c)		1.66	%		1.65	%
Net investment income (loss)(b)		(0.36	)%		(0.55	)%		(0.09	)%		0.41	%		0.31	%
Supplemental Data:
Net assets, end of period (000’s)	$	7,904		$	21,310		$	13,106		$	9,517		$	5,364
Portfolio turnover rate(d)		276	%		230	%		348	%		561	%		249	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.
(d)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Short Dow 30 :: 215

ProFund VP Short Dow 30 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Dow Jones Industrial Average^® (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (-1x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2022, the Fund had a total return of 4.92%. For the same period, the Index had a total return of -6.86%¹ and a volatility of 19.82%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the inverse of the daily return of the Index. The Index is a price-weighted index. The Index includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies. Components are selected through a discretionary process with no pre-determined criteria except that components should be established U.S. companies that are leaders in their industries, have an excellent reputation, demonstrate sustained growth, are of interest to a large number of investors, and accurately represents the sectors covered by the average. The Index is not limited to traditionally defined industrial stocks. Instead, the Index serves as a measure of the entire U.S. market, covering such diverse industries as financial services, technology, retail, entertainment, and consumer goods. Composition changes are rare, and generally occur only after corporate acquisitions or other dramatic shifts in a component's core business. When such an event necessitates that one component be replaced, the entire Index is reviewed.

During the year ended December 31, 2022, the Fund invested in swap agreements as a substitute for shorting stocks in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and benefited from financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Short Dow 30 from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Short Dow 30		4.92	%		-11.10	%		-14.17	%
Dow Jones Industrial Average®		-6.86	%		8.38	%		12.30	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Short Dow 30		1.68	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(99	)%
Total Exposure		(99	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Short Dow 30 primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Dow Jones Industrial Average^® – Composition

	% of Index
Health Care		21	%
Information Technology		18	%
Financials		16	%
Industrials		15	%
Consumer Discretionary		14	%
Consumer Staples		8	%
Energy		4	%
Communication Services		3	%
Materials		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

216 :: ProFund VP Short Dow 30 :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a)(b) (99.5%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rate 4.20%, dated 12/30/22, due 1/3/23, total to be received $7,003	$	7,000	$	7,000
TOTAL REPURCHASE AGREEMENTS (Cost $7,000)				7,000
TOTAL INVESTMENT SECURITIES (Cost $7,000)—99.5%				7,000
Net other assets (liabilities)—0.5%				36
NET ASSETS—100.0%			$	7,036

^(a) A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $4,000.

^(b) The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
Dow Jones Industrial Average	Goldman Sachs International	1/27/23		(4.68	)%	$	(1,948	)	$	5
Dow Jones Industrial Average	UBS AG	1/27/23		(4.53	)%		(5,034	)		16
						$	(6,982	)	$	21

⁽¹⁾ Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾ Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Short Dow 30 :: 217

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	7,000
Repurchase agreements, at value		7,000
Total Investment Securities, at value		7,000
Cash		29
Interest receivable		2
Unrealized appreciation on swap agreements		21
Prepaid expenses		—	(a)
TOTAL ASSETS		7,052
LIABILITIES:
Advisory fees payable		3
Management services fees payable		1
Administration fees payable		1
Administrative services fees payable		1
Distribution fees payable		2
Transfer agency fees payable		1
Fund accounting fees payable		—	(a)
Compliance services fees payable		—	(a)
Other accrued expenses		7
TOTAL LIABILITIES		16
NET ASSETS	$	7,036
NET ASSETS CONSIST OF:
Capital	$	126,053
Total distributable earnings (loss)		(119,017	)
NET ASSETS	$	7,036
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		300
Net Asset Value (offering and redemption price per share)	$	23.45

^(a)Amount is less than $0.50.

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	110
EXPENSES:
Advisory fees		54
Management services fees		7
Administration fees		6
Transfer agency fees		6
Administrative services fees		4
Distribution fees		18
Custody fees		1
Fund accounting fees		4
Trustee fees		—	(a)
Compliance services fees		—	(a)
Other fees		11
Recoupment of prior expenses reduced by the Advisor		15
Total Gross Expenses before reductions		126
Expenses reduced and reimbursed by the Advisor		(3	)
Fees paid indirectly		(1	)
TOTAL NET EXPENSES		122
NET INVESTMENT INCOME (LOSS)		(12	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on swap agreements		322
Change in net unrealized appreciation/depreciation on swap agreements		28
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		350
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	338

See accompanying notes to financial statements.

218 :: ProFund VP Short Dow 30 :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(12	)	$	(129	)
Net realized gains (losses) on investments		322			(1,683	)
Change in net unrealized appreciation/depreciation on investments		28			100
Change in net assets resulting from operations		338			(1,712	)
CAPITAL TRANSACTIONS:
Value of shares redeemed		(52	)		(7,564	)
Change in net assets resulting from capital transactions		(52	)		(7,564	)
Change in net assets		286			(9,276	)
NET ASSETS:
Beginning of period		6,750			16,026
End of period	$	7,036		$	6,750
SHARE TRANSACTIONS:
Redeemed		(2	)		(278	)
Change in shares		(2	)		(278	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Short Dow 30 :: 219

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019(a)			Year Ended Dec. 31, 2018(a)
Net Asset Value, Beginning of Period	$	22.35		$	27.63		$	35.04		$	43.37		$	42.35
Investment Activities:
Net investment income (loss)(b)		(0.04	)		(0.41	)		(0.56	)		0.13			—	(c)
Net realized and unrealized gains (losses) on investments		1.14			(4.87	)		(6.78	)		(8.44	)		1.02
Total income (loss) from investment activities		1.10			(5.28	)		(7.34	)		(8.31	)		1.02
Distributions to Shareholders From:
Net investment income		—			—			(0.07	)		(0.02	)		—
Net Asset Value, End of Period	$	23.45		$	22.35		$	27.63		$	35.04		$	43.37
Total Return(d)		4.92	%		(19.12	)%(e)		(20.89	)%		(19.25	)%		2.36	%
Ratios to Average Net Assets:
Gross expenses(d)		1.74	%		1.68	%		1.75	%		1.76	%		1.81	%
Net expenses(d)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(d)		(0.17	)%		(1.68	)%		(1.63	)%		0.34	%		0.03	%
Supplemental Data:
Net assets, end of period (000's)	$	7		$	7		$	16		$	12		$	14
Portfolio turnover rate(f)		—			—			—			—			—

^(a) As described in Note 8, share amounts have been adjusted for 1:4 reverse share split that occurred on November 18, 2019.

^(b) Per share net investment income (loss) has been calculated using the average daily shares method.

^(c) Amount is less than $0.005.

^(d) Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.

^(e) During the year ended December 31, 2021, the Fund received monies related to certain nonrecurring litigation settlements. The corresponding impact to the total return was an increase of 0.60%.

^(f) Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

220 :: ProFund VP Short Emerging Markets :: Management Discussion of Fund Performance

ProFund VP Short Emerging Markets (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the S&P Emerging 50 ADR Index (USD)¹ (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (-1x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2022, the Fund had a total return of 6.69%. For the same period, the Index had a total return of -14.94%² and a volatility of 32.35%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the inverse of the daily performance of the Index.³

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the inverse of the daily return of the Index. The Index is a free-float adjusted, market capitalization-weighted index. The Index is designed to track the performance of a basket of companies who have their primary equity listing on a stock exchange of an emerging market country and who also have depositary receipts that trade on a U.S. exchange or on Nasdaq. As of December 31, 2022, the Index consists of companies from the following emerging market countries: Brazil, Chile, China, India, Indonesia, Mexico, South Africa, South Korea and Taiwan. The Index is expressed in U.S. dollar terms and as such should generally reflect the relative movement of the U.S. dollar against the basket of foreign currencies represented by the constituent companies in the Index.

During the year ended December 31, 2022, the Fund invested in swap agreements as a substitute for shorting stocks in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and benefited from financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Short Emerging Markets from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Short Emerging Markets		6.69	%		-6.56	%		-7.37	%
S&P Emerging 50 ADR Index (USD)		-14.94	%		-0.29	%		1.65	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Short Emerging Markets		1.61	%		1.61	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(100	)%
Total Exposure		(100	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Short Emerging Markets primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

S&P Emerging 50 ADR Index (USD) – Composition

Industry Breakdown	% of Index
Information Technology		27	%
Consumer Discretionary		25	%
Financials		18	%
Materials		11	%
Communication Services		8	%
Energy		3	%
Consumer Staples		2	%
Industrials		2	%
Health Care		2	%
Utilities		1	%
Real Estate		1	%

Country Composition
China	32		%
Taiwan		22	%
India		18	%
Brazil		14	%
Other		14	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	Prior to April 1, 2022, the S&P Emerging 50 ADR Index (USD) was known as the S&P/BNY Mellon Emerging Markets 50 ADR Index (USD).
2	The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
3	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Short Emerging Markets :: 221

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a)(b) (99.4%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $857,396	$	857,000	$	857,000
TOTAL REPURCHASE AGREEMENTS (Cost $857,000)				857,000
TOTAL INVESTMENT SECURITIES (Cost $857,000)—99.4%				857,000
Net other assets (liabilities)—0.6%				5,166
NET ASSETS—100.0%			$	862,166

^(a) A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $300,000.

^(b) The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
S&P Emerging 50 ADR Index (USD)	Goldman Sachs International	1/27/23		(3.98	)%	$	(515,772	)	$	5,029
S&P Emerging 50 ADR Index (USD)	UBS AG	1/27/23		(3.83	)%		(345,984	)		3,868
						$	(861,756	)	$	8,897

⁽¹⁾ Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾ Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

222 :: ProFund VP Short Emerging Markets :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	857,000
Repurchase agreements, at value		857,000
Total Investment Securities, at value		857,000
Cash		393
Interest receivable		198
Unrealized appreciation on swap agreements		8,897
Prepaid expenses		84
TOTAL ASSETS		866,572
LIABILITIES:
Payable for capital shares redeemed		34
Advisory fees payable		799
Management services fees payable		107
Administration fees payable		106
Administrative services fees payable		926
Distribution fees payable		1,020
Transfer agency fees payable		218
Fund accounting fees payable		66
Compliance services fees payable		12
Other accrued expenses		1,118
TOTAL LIABILITIES		4,406
NET ASSETS	$	862,166
NET ASSETS CONSIST OF:
Capital	$	3,465,919
Total distributable earnings (loss)		(2,603,753	)
NET ASSETS	$	862,166
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		32,258
Net Asset Value (offering and redemption price per share)	$	26.73

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	26,514
EXPENSES:
Advisory fees		10,958
Management services fees		1,461
Administration fees		1,238
Transfer agency fees		1,250
Administrative services fees		3,234
Distribution fees		3,653
Custody fees		191
Fund accounting fees		807
Trustee fees		21
Compliance services fees		13
Other fees		1,967
Total Gross Expenses before reductions		24,793
Expenses reduced and reimbursed by the Advisor		(344	)
TOTAL NET EXPENSES		24,449
NET INVESTMENT INCOME (LOSS)		2,065
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on swap agreements		12,346
Change in net unrealized appreciation/depreciation on swap agreements		20,479
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		32,825
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	34,890

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Short Emerging Markets :: 223

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	2,065		$	(11,246	)
Net realized gains (losses) on investments		12,346			4,707
Change in net unrealized appreciation/depreciation on investments		20,479			2,060
Change in net assets resulting from operations		34,890			(4,479	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(13,998	)		—
Change in net assets resulting from distributions		(13,998	)		—
CAPITAL TRANSACTIONS:
Proceeds from shares issued		23,147,149			19,451,966
Distributions reinvested		13,998			—
Value of shares redeemed		(23,031,353	)		(19,101,772	)
Change in net assets resulting from capital transactions		129,794			350,194
Change in net assets		150,686			345,715
NET ASSETS:
Beginning of period		711,480			365,765
End of period	$	862,166		$	711,480
SHARE TRANSACTIONS:
Issued		858,688			823,716
Reinvested		544			—
Redeemed		(854,857	)		(811,599	)
Change in shares		4,375			12,117

See accompanying notes to financial statements.

224 :: ProFund VP Short Emerging Markets :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	25.52		$	23.20		$	34.35		$	47.77		$	42.43
Investment Activities:
Net investment income (loss)(a)		0.04			(0.39	)		(0.51	)		0.20			0.15
Net realized and unrealized gains (losses) on investments		1.64			2.71			(10.35	)		(9.52	)		5.19
Total income (loss) from investment activities		1.68			2.32			(10.86	)		(9.32	)		5.34
Distributions to Shareholders From:
Net investment income		—			—			(0.29	)		(0.23	)		—
Net realized gains on investments		(0.47	)		—			—			(3.87	)		—
Total distributions		(0.47	)		—			(0.29	)		(4.10	)		—
Net Asset Value, End of Period	$	26.73		$	25.52		$	23.20		$	34.35		$	47.77
Total Return(b)		6.69	%		9.96	%		(31.76	)%		(20.99	)%		12.59	%(c)
Ratios to Average Net Assets:
Gross expenses(b)		1.70	%		1.68	%		1.72	%		1.67	%		1.59	%
Net expenses(b)		1.67	%		1.68	%		1.69	%(d)		1.67	%		1.52	%(c)
Net investment income (loss)(b)		0.14	%		(1.68	)%		(1.43	)%		0.48	%		0.34	%(c)
Supplemental Data:
Net assets, end of period (000's)	$	862		$	711		$	366		$	845		$	1,988
Portfolio turnover rate(e)		—			—			—			—			—

^(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

^(b)  Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.

^(c)  During 2018, the Fund received a non-recurring reimbursement from a third party relating to expenses that were incurred in a prior year. Had this reimbursement not occurred, the net expense ratio and net investment income (loss) ratio would have been 1.59% and 0.27%, respectively, and the total return would have been 12.51%.

^(d)  The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation effect can be found in Note 4 of the accompanying Notes to Financial Statements.

^(e)  Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Short International :: 225

ProFund VP Short International (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE") Index^® (the "Index") for a single day, not for any other period. Since the foreign markets are not open when this Fund values its shares, it determines its success in meeting this daily investment objective by comparing its daily return on a given day with the inverse of the daily performance of related futures contracts traded in the United States. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will likely differ in amount, and possibly even direction from the Fund's stated multiple (-1x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2022, the Fund had a total return of 12.45%. For the same period, the Index had a total return of -14.45%¹ and a volatility of 19.95%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the inverse of the daily performance of the U.S.-traded MSCI EAFE futures contract.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the inverse of the daily return of the Index. The Index includes 85% of free-float adjusted, market capitalization in each industry group in developed market countries equity performance, excluding the U.S. and Canada. As of December 31, 2022, the Index has constituent companies from the following 21 developed market countries: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. The Index levels and the price of the related futures contracts are expressed in U.S. dollar terms and as such they should generally reflect the relative movement of the U.S. dollar against the basket of foreign currencies represented by the constituent companies in the Index.

During the year ended December 31, 2022, the Fund invested in swap agreements as a substitute for shorting stocks in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and benefited from financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Short International from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Short International		12.45	%		-5.06	%		-7.67	%
MSCI EAFE Index®		-14.45	%		1.54	%		4.67	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Short International		1.58	%		1.58	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(99	)%
Total Exposure		(99	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Short International primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

MSCI EAFE Index – Composition

Industry Breakdown	% of Index
Financials		18	%
Industrials		15	%
Health Care		14	%
Consumer Discretionary		11	%
Consumer Staples		10	%
Information Technology		8	%
Materials		8	%
Energy		5	%
Communication Services		5	%
Utilities		3	%
Real Estate		3	%

Country Composition
Japan	22	%
United Kingdom	15	%
France	12	%
Switzerland	10	%
Other	41	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the U.S.-traded MSCI EAFE futures contract and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

226 :: ProFund VP Short International :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a)(b) (99.3%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $2,995,385	$	2,994,000	$	2,994,000
TOTAL REPURCHASE AGREEMENTS (Cost $2,994,000)				2,994,000
TOTAL INVESTMENT SECURITIES (Cost $2,994,000)—99.3%				2,994,000
Net other assets (liabilities)—0.7%				22,374
NET ASSETS—100.0%			$	3,016,374

(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $571,000.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
MSCI EAFE Index	Goldman Sachs International	1/27/23		(4.13	)%	$	(2,097,259	)	$	13,185
MSCI EAFE Index	UBS AG	1/27/23		(4.03	)%		(890,269	)		4,304
						$	(2,987,528	)	$	17,489

⁽¹⁾  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾  Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Short International :: 227

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	2,994,000
Repurchase agreements, at value		2,994,000
Total Investment Securities, at value		2,994,000
Cash		949
Interest receivable		692
Unrealized appreciation on swap agreements		17,489
Receivable for capital shares issued		18,522
Prepaid expenses		3
TOTAL ASSETS		3,031,655
LIABILITIES:
Payable for capital shares redeemed		6,647
Advisory fees payable		1,961
Management services fees payable		261
Administration fees payable		268
Administrative services fees payable		1,775
Distribution fees payable		2,089
Transfer agency fees payable		470
Fund accounting fees payable		166
Compliance services fees payable		22
Other accrued expenses		1,622
TOTAL LIABILITIES		15,281
NET ASSETS	$	3,016,374
NET ASSETS CONSIST OF:
Capital	$	5,378,241
Total distributable earnings (loss)		(2,361,867	)
NET ASSETS	$	3,016,374
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		106,701
Net Asset Value (offering and redemption price per share)	$	28.27

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	45,689
EXPENSES:
Advisory fees		14,419
Management services fees		1,922
Administration fees		1,621
Transfer agency fees		1,713
Administrative services fees		4,100
Distribution fees		4,806
Custody fees		465
Fund accounting fees		1,100
Trustee fees		25
Compliance services fees		23
Other fees		2,097
Total Gross Expenses before reductions		32,291
Expenses reduced and reimbursed by the Advisor		(217	)
TOTAL NET EXPENSES		32,074
NET INVESTMENT INCOME (LOSS)		13,615
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on swap agreements		(39,696	)
Change in net unrealized appreciation/depreciation on swap agreements		15,181
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(24,515	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(10,900	)

See accompanying notes to financial statements.

228 :: ProFund VP Short International :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	13,615		$	(9,294	)
Net realized gains (losses) on investments		(39,696	)		(111,588	)
Change in net unrealized appreciation/depreciation on investments		15,181			1,482
Change in net assets resulting from operations		(10,900	)		(119,400	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		15,425,196			2,980,066
Value of shares redeemed		(12,934,685	)		(3,008,511	)
Change in net assets resulting from capital transactions		2,490,511			(28,445	)
Change in net assets		2,479,611			(147,845	)
NET ASSETS:
Beginning of period		536,763			684,608
End of period	$	3,016,374		$	536,763
SHARE TRANSACTIONS:
Issued		526,966			112,771
Redeemed		(441,614	)		(115,005	)
Change in shares		85,352			(2,234	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Short International :: 229

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019(a)			Year Ended Dec. 31, 2018(a)
Net Asset Value, Beginning of Period	$	25.14		$	29.03		$	35.17		$	43.87		$	37.99
Investment Activities:
Net investment income (loss)(b)		0.21			(0.43	)		(0.53	)		0.19			0.16
Net realized and unrealized gains (losses) on investments		2.92	(c)		(3.46	)		(5.40	)		(7.70	)		5.72
Total income (loss) from investment activities		3.13			(3.89	)		(5.93	)		(7.51	)		5.88
Distributions to Shareholders From:
Net investment income		—			—			(0.21	)		(0.20	)		—
Net realized gains on investments		—			—			—			(0.99	)		—
Total distributions		—			—			(0.21	)		(1.19	)		—
Net Asset Value, End of Period	$	28.27		$	25.14		$	29.03		$	35.17		$	43.87
Total Return(d)		12.45	%		(13.40	)%		(16.94	)%		(17.42	)%		15.47	%(e)
Ratios to Average Net Assets:
Gross expenses(d)		1.68	%		1.63	%		1.70	%		1.69	%		1.54	%
Net expenses(d)		1.67	%		1.63	%		1.68	%		1.68	%		1.46	%(e)
Net investment income (loss)(d)		0.71	%		(1.63	)%		(1.43	)%		0.48	%		0.41	%(e)
Supplemental Data:
Net assets, end of period (000's)	$	3,016		$	537		$	685		$	596		$	2,183
Portfolio turnover rate(f)		—			—			—			—			—

(a)	As described in Note 8, share amounts have been adjusted for 1:4 reverse share split that occurred on November 18, 2019.
(b)	Per share net investment income (loss) has been calculated using the average daily shares method.
(c)	The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio of securities during the period because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the period.
(d)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(e)	During 2018, the Fund received a non-recurring reimbursement from a third party relating to expenses that were incurred in a prior year. Had this reimbursement not occurred, the net expense ratio and net investment income (loss) ratio would have been 1.54% and 0.33%, respectively, and the total return would have been 15.39%.
(f)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

230 :: ProFund VP Short Mid-Cap :: Management Discussion of Fund Performance

ProFund VP Short Mid-Cap (the "Fund") seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the S&P MidCap 400^® Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (-1x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2022, the Fund had a total return of 9.08%. For the same period, the Index had a total return of -13.06%¹ and a volatility of 25.79%. For the year, the Fund achieved an average daily statistical correlation of 0.99 to the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the inverse of the daily return of the Index. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts selected through a process that factors in criteria such as liquidity, price, market capitalization, and financial viability. Reconstitution occurs both on a quarterly and ongoing basis.

During the year ended December 31, 2022, the Fund invested in swap agreements as a substitute for shorting stocks in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and benefited from financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Short Mid-Cap from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Short Mid-Cap		9.08	%		-11.83	%		-13.84	%
S&P MidCap 400®		-13.06	%		6.71	%		10.78	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Short Mid-Cap		1.69	%		1.68	%

**  Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(99	)%
Total Exposure		(99	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Short Mid-Cap primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

S&P MidCap 400^® – Composition

	% of Index
Industrials		20	%
Financials		15	%
Consumer Discretionary		14	%
Information Technology		12	%
Health Care		10	%
Real Estate		8	%
Materials		7	%
Utilities		4	%
Consumer Staples		4	%
Energy		4	%
Communication Services		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Short Mid-Cap :: 231

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a)(b) (94.0%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $90,042	$	90,000	$	90,000
TOTAL REPURCHASE AGREEMENTS (Cost $90,000)				90,000
TOTAL INVESTMENT SECURITIES (Cost $90,000)—94.0%				90,000
Net other assets (liabilities)—6.0%				5,695
NET ASSETS—100.0%			$	95,695

(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $5,000.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
S&P MidCap 400	Goldman Sachs International	1/27/23		(4.43	)%	$	(49,351	)	$	26
S&P MidCap 400	UBS AG	1/27/23		(4.33	)%		(45,407	)		87
						$	(94,758	)	$	113

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

232 :: ProFund VP Short Mid-Cap :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	90,000
Repurchase agreements, at value		90,000
Total Investment Securities, at value		90,000
Cash		779
Interest receivable		21
Unrealized appreciation on swap agreements		113
Receivable from counterparties to swap agreements		5,329
Prepaid expenses		32
TOTAL ASSETS		96,274
LIABILITIES:
Advisory fees payable		99
Management services fees payable		13
Administration fees payable		15
Administrative services fees payable		92
Distribution fees payable		109
Transfer agency fees payable		31
Fund accounting fees payable		9
Compliance services fees payable		2
Other accrued expenses		209
TOTAL LIABILITIES		579
NET ASSETS	$	95,695
NET ASSETS CONSIST OF:
Capital	$	2,688,049
Total distributable earnings (loss)		(2,592,354	)
NET ASSETS	$	95,695
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		11,538
Net Asset Value (offering and redemption price per share)	$	8.29

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	5,425
EXPENSES:
Advisory fees		1,949
Management services fees		260
Administration fees		221
Transfer agency fees		231
Administrative services fees		640
Distribution fees		650
Custody fees		80
Fund accounting fees		149
Trustee fees		3
Compliance services fees		2
Other fees		260
Total Gross Expenses before reductions		4,445
Expenses reduced and reimbursed by the Advisor		(79	)
TOTAL NET EXPENSES		4,366
NET INVESTMENT INCOME (LOSS)		1,059
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on swap agreements		(49,433	)
Change in net unrealized appreciation/depreciation on swap agreements		280
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(49,153	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(48,094	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Short Mid-Cap :: 233

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	1,059		$	(1,224	)
Net realized gains (losses) on investments		(49,433	)		(37,685	)
Change in net unrealized appreciation/depreciation on investments		280			(87	)
Change in net assets resulting from operations		(48,094	)		(38,996	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		—			(139,495	)
Change in net assets resulting from distributions		—			(139,495	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		3,236,746			4,378,802
Distributions reinvested		—			24,595
Value of shares redeemed		(3,137,493	)		(4,248,482	)
Change in net assets resulting from capital transactions		99,253			154,915
Change in net assets		51,159			(23,576	)
NET ASSETS:
Beginning of period		44,536			68,112
End of period	$	95,695		$	44,536
SHARE TRANSACTIONS:
Issued		376,196			386,203
Reinvested		—			3,022
Redeemed		(370,518	)		(386,749	)
Change in shares		5,678			2,476

See accompanying notes to financial statements.

234 :: ProFund VP Short Mid-Cap :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	7.60		$	20.13		$	27.75		$	35.30		$	33.94
Investment Activities:
Net investment income (loss)(a)		0.03			(0.18	)		(0.44	)		0.18			0.05
Net realized and unrealized gains (losses) on investments		0.66	(b)		(4.08	)		(6.91	)		(7.64	)		3.33
Total income (loss) from investment activities		0.69			(4.26	)		(7.35	)		(7.46	)		3.38
Distributions to Shareholders From:
Net investment income		—			—			(0.27	)		(0.09	)		—
Net realized gains on investments		—			(8.27	)		—			—			(2.02	)
Total distributions		—			(8.27	)		(0.27	)		(0.09	)		(2.02	)
Net Asset Value, End of Period	$	8.29		$	7.60		$	20.13		$	27.75		$	35.30
Total Return(c)		9.08	%		(23.87	)%(d)		(26.65	)%		(21.17	)%		10.97	%
Ratios to Average Net Assets:
Gross expenses(c)		1.71	%		1.69	%		1.76	%		1.66	%		1.67	%
Net expenses(c)		1.68	%		1.68	%		1.69	%(e)		1.66	%		1.67	%
Net investment income (loss)(c)		0.41	%		(1.68	)%		(1.49	)%		0.59	%		0.17	%
Supplemental Data:
Net assets, end of period (000's)	$	96		$	45		$	68		$	142		$	657
Portfolio turnover rate(f)		—			—			—			—			—

^(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

^(b)  The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio of securities during the period because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the period.

^(c)  Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.

^(d)  During the year ended December 31, 2021, the Fund received monies related to certain nonrecurring litigation settlements. The corresponding impact to the total return was an increase of 0.16%.

^(e)  The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.

^(f)  Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Short Nasdaq-100 :: 235

ProFund VP Short Nasdaq-100 (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Nasdaq-100^® Index (the “Index”) for a single day, not for any other period. A “single day” is measured from the time the Fund calculates its net asset value (“NAV”) to the time of the Fund’s next NAV calculation. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund’s returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund’s stated multiple (-1x) times the return of the Fund’s Index for the same period. For periods longer than a single day, the Fund will lose money if the Index’s performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2022, the Fund had a total return of 35.06%. For the same period, the Index had a total return of -32.38%¹ and a volatility of 32.52%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the inverse of the daily return of the Index. The Index, a modified market capitalization-weighted index, includes 100 of the largest non-financial domestic and international issues listed on Nasdaq.

During the year ended December 31, 2022, the Fund invested in swap agreements and futures contracts as a substitute for shorting stocks in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and benefited from financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Short Nasdaq-100 from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Short Nasdaq-100		35.06	%		-16.57	%		-18.18	%
Nasdaq-100® Index		-32.38	%		12.36	%		16.45	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Short Nasdaq-100		1.68	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Futures Contracts		(9	)%
Swap Agreements		(91	)%
Total Exposure		(100	)%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Short Nasdaq-100 primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Nasdaq-100^® Index – Composition

	% of Index
Information Technology		51	%
Communication Services		16	%
Consumer Discretionary		14	%
Health Care		7	%
Consumer Staples		7	%
Industrials		4	%
Utilities		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

236 :: ProFund VP Short Nasdaq-100 :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a)(b) (222.9%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $16,691,715	$	16,684,000	$	16,684,000
TOTAL REPURCHASE AGREEMENTS (Cost $16,684,000)				16,684,000
TOTAL INVESTMENT SECURITIES (Cost $16,684,000)—222.9%				16,684,000
Net other assets (liabilities)—(122.9)%(c)				(9,199,734	)
NET ASSETS—100.0%			$	7,484,266

(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $2,050,000.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(c)	Amount includes $9,170,012 of net capital share redemptions.

Futures Contracts Sold

	Number of Contracts		Expiration Date	Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
E-Mini Nasdaq-100 Futures Contracts		3	3/20/23	$	(661,335	)	$	36,006

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
Nasdaq-100 Index	Goldman Sachs International	1/27/23		(4.68	)%	$	(3,971,133	)	$	(31,550	)
Nasdaq-100 Index	UBS AG	1/27/23		(4.48	)%		(2,855,277	)		(29,788	)
						$	(6,826,410	)	$	(61,338	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Short Nasdaq-100 :: 237

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	16,684,000
Repurchase agreements, at value		16,684,000
Total Investment Securities, at value		16,684,000
Cash		611
Segregated cash balances for futures contracts with brokers		52,140
Segregated cash balances for swap agreements with custodian		626
Interest receivable		3,858
Receivable for capital shares issued		305,379
Variation margin on futures contracts		630
Prepaid expenses		29
TOTAL ASSETS		17,047,273
LIABILITIES:
Payable for capital shares redeemed		9,475,391
Unrealized depreciation on swap agreements		61,338
Advisory fees payable		4,868
Management services fees payable		649
Administration fees payable		598
Administrative services fees payable		4,905
Distribution fees payable		5,538
Transfer agency fees payable		1,346
Fund accounting fees payable		338
Compliance services fees payable		64
Other accrued expenses		7,972
TOTAL LIABILITIES		9,563,007
NET ASSETS	$	7,484,266
NET ASSETS CONSIST OF:
Capital	$	22,664,764
Total distributable earnings (loss)		(15,180,498	)
NET ASSETS	$	7,484,266
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		410,806
Net Asset Value (offering and redemption price per share)	$	18.22

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	163,449
EXPENSES:
Advisory fees		74,765
Management services fees		9,969
Administration fees		9,226
Transfer agency fees		8,499
Administrative services fees		22,510
Distribution fees		24,921
Custody fees		1,772
Fund accounting fees		5,486
Trustee fees		173
Compliance services fees		86
Other fees		14,766
Total Gross Expenses before reductions		172,173
Expenses reduced and reimbursed by the Advisor		(4,700	)
TOTAL NET EXPENSES		167,473
NET INVESTMENT INCOME (LOSS)		(4,024	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on futures contracts		41,536
Net realized gains (losses) on swap agreements		(1,202,980	)
Change in net unrealized appreciation/depreciation on futures contracts		36,006
Change in net unrealized appreciation/depreciation on swap agreements		(88,897	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(1,214,335	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,218,359	)

See accompanying notes to financial statements.

238 :: ProFund VP Short Nasdaq-100 :: Financial Statements

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(4,024	)	$	(58,115	)
Net realized gains (losses) on investments		(1,161,444	)		(329,324	)
Change in net unrealized appreciation/depreciation on investments		(52,891	)		103,813
Change in net assets resulting from operations		(1,218,359	)		(283,626	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		—			(224,885	)
Change in net assets resulting from distributions		—			(224,885	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		625,172,638			279,257,492
Distributions reinvested		—			224,885
Value of shares redeemed		(618,292,641	)		(282,271,549	)
Change in net assets resulting from capital transactions		6,879,997			(2,789,172	)
Change in net assets		5,661,638			(3,297,683	)
NET ASSETS:
Beginning of period		1,822,628			5,120,311
End of period	$	7,484,266		$	1,822,628
SHARE TRANSACTIONS:
Issued		38,586,245			17,721,531
Reinvested		—			12,939
Redeemed		(38,310,557	)		(17,880,396	)
Change in shares		275,688			(145,926	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Short Nasdaq-100 :: 239

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019(a)			Year Ended Dec. 31, 2018(a)
Net Asset Value, Beginning of Period	$	13.49		$	18.22		$	31.90		$	44.38		$	45.72
Investment Activities:
Net investment income (loss)(b)		(0.01	)		(0.27	)		(0.32	)		0.12			0.04
Net realized and unrealized gains (losses) on investments		4.74	(c)		(4.26	)		(13.32	)		(12.55	)		(1.38	)
Total income (loss) from investment activities		4.73			(4.53	)		(13.64	)		(12.43	)		(1.34	)
Distributions to Shareholders From:
Net investment income		—			—			(0.04	)		(0.05	)		—
Net realized gains on investments		—			(0.20	)		—			—			—
Total distributions		—			(0.20	)		(0.04	)		(0.05	)		—
Net Asset Value, End of Period	$	18.22		$	13.49		$	18.22		$	31.90		$	44.38
Total Return(d)		35.06	%		(25.13	)%		(42.77	)%		(28.05	)%		(2.89	)%(e)
Ratios to Average Net Assets:
Gross expenses(d)		1.73	%		1.68	%		1.75	%		1.73	%		1.76	%
Net expenses(d)		1.68	%		1.68	%		1.68	%		1.69	%(f)		1.66	%(e)
Net investment income (loss)(d)		(0.04	)%		(1.68	)%		(1.33	)%		0.32	%		0.08	%(e)
Supplemental Data:
Net assets, end of period (000’s)	$	7,484		$	1,823		$	5,120		$	7,353		$	4,667
Portfolio turnover rate(g)		—			—			—			—			—

(a)	As described in Note 8, share amounts have been adjusted for 1:4 reverse share split that occurred on November 18, 2019.
(b)	Per share net investment income (loss) has been calculated using the average daily shares method.
(c)	The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio of securities during the period because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the period.
(d)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(e)	During 2018, the Fund received a non-recurring reimbursement from a third party relating to expenses that were incurred in a prior year. Had this reimbursement not occurred, the net expense ratio and net investment income (loss) ratio would have been 1.67% and 0.07%, respectively, and the total return would have been (2.90)%.
(f)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation in applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.
(g)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

240 :: ProFund VP Short Small-Cap :: Management Discussion of Fund Performance

ProFund VP Short Small-Cap (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to the inverse (-1x) of the return of the Russell 2000^® Index (the “Index”) for a single day, not for any other period. A “single day” is measured from the time the Fund calculates its net asset value (“NAV”) to the time of the Fund’s next NAV calculation. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund’s returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund’s stated multiple (-1x) times the return of the Fund’s Index for the same period. For periods longer than a single day, the Fund will lose money if the Index’s performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2022, the Fund had a total return of 17.81%. For the same period, the Index had a total return of -20.44%¹ and a volatility of 28.15%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as the inverse of the daily return of the Index. The Index is a measure of small-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index containing approximately 2,000 of the smallest companies in the Russell 3000^® Index or approximately 8% of the total market capitalization of the Russell 3000^® Index, which in turn represents approximately 98% of the investable U.S. equity market.

During the year ended December 31, 2022, the Fund invested in swap agreements and futures contracts as a substitute for shorting stocks in order to gain inverse exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and benefited from financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Short Small-Cap from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Short Small-Cap		17.81	%		-10.72	%		-13.44	%
Russell 2000® Index		-20.44	%		4.13	%		9.01	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Short Small-Cap		1.69	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(100	)%
Total Exposure		(100	)%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP Short Small-Cap primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Russell 2000^® Index – Composition

	% of Index
Financials		17	%
Health Care		16	%
Industrials		16	%
Information Technology		13	%
Consumer Discretionary		10	%
Energy		7	%
Real Estate		6	%
Materials		4	%
Consumer Staples		4	%
Utilities		4	%
Communication Services		3	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Short Small-Cap :: 241

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a)(b) (102.0%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $3,107,436	$	3,106,000	$	3,106,000
TOTAL REPURCHASE AGREEMENTS (Cost $3,106,000)				3,106,000
TOTAL INVESTMENT SECURITIES (Cost $3,106,000)—102.0%				3,106,000
Net other assets (liabilities)—(2.0)%				(60,577	)
NET ASSETS—100.0%			$	3,045,423

(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $460,000.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date(1)		Rate Paid (Received)(2)			Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
Russell 2000 Index	Goldman Sachs International		1/27/23		(4.33	)%	$	(2,106,455	)	$	(19,636	)
Russell 2000 Index	UBS AG		1/27/23		(3.83	)%		(928,179	)		(6,578	)
							$	(3,034,634	)	$	(26,214	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

242 :: ProFund VP Short Small-Cap :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	3,106,000
Repurchase agreements, at value		3,106,000
Total Investment Securities, at value		3,106,000
Cash		883
Interest receivable		718
Prepaid expenses		3
TOTAL ASSETS		3,107,604
LIABILITIES:
Payable for capital shares redeemed		27,515
Unrealized depreciation on swap agreements		26,214
Advisory fees payable		1,987
Management services fees payable		265
Administration fees payable		309
Administrative services fees payable		1,500
Distribution fees payable		1,581
Transfer agency fees payable		447
Fund accounting fees payable		175
Compliance services fees payable		20
Other accrued expenses		2,168
TOTAL LIABILITIES		62,181
NET ASSETS	$	3,045,423
NET ASSETS CONSIST OF:
Capital	$	8,801,627
Total distributable earnings (loss)		(5,756,204	)
NET ASSETS	$	3,045,423
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		115,638
Net Asset Value (offering and redemption price per share)	$	26.34

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	42,274
EXPENSES:
Advisory fees		15,831
Management services fees		2,111
Administration fees		1,938
Transfer agency fees		1,781
Administrative services fees		5,162
Distribution fees		5,277
Custody fees		550
Fund accounting fees		1,152
Trustee fees		32
Compliance services fees		20
Other fees		3,834
Total Gross Expenses before reductions		37,688
Expenses reduced and reimbursed by the Advisor		(2,226	)
TOTAL NET EXPENSES		35,462
NET INVESTMENT INCOME (LOSS)		6,812
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on futures contracts		22,353
Net realized gains (losses) on swap agreements		168,235
Change in net unrealized appreciation/depreciation on futures contracts		1,694
Change in net unrealized appreciation/depreciation on swap agreements		(31,300	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		160,982
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	167,794

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Short Small-Cap :: 243

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	6,812		$	(18,630	)
Net realized gains (losses) on investments		190,588			(250,375	)
Change in net unrealized appreciation/depreciation on investments		(29,606	)		960
Change in net assets resulting from operations		167,794			(268,045	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		21,351,405			25,830,717
Value of shares redeemed		(19,469,428	)		(25,651,108	)
Change in net assets resulting from capital transactions		1,881,977			179,609
Change in net assets		2,049,771			(88,436	)
NET ASSETS:
Beginning of period		995,652			1,084,088
End of period	$	3,045,423		$	995,652
SHARE TRANSACTIONS:
Issued		840,150			1,108,415
Redeemed		(769,069	)		(1,103,127	)
Change in shares		71,081			5,288

See accompanying notes to financial statements.

244 :: ProFund VP Short Small-Cap :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020(a)			Year Ended Dec. 31, 2019(a)			Year Ended Dec. 31, 2018(a)
Net Asset Value, Beginning of Period	$	22.35		$	27.61		$	40.78		$	57.35		$	51.94
Investment Activities:
Net investment income (loss)(b)		0.08			(0.39	)		(0.56	)		0.20			0.04
Net realized and unrealized gains (losses) on investments		3.91			(4.87	)		(12.42	)		(11.57	)		5.37
Total income (loss) from investment activities		3.99			(5.26	)		(12.98	)		(11.37	)		5.41
Distributions to Shareholders From:
Net investment income		—			—			(0.19	)		(0.04	)		—
Net realized gains on investments		—			—			—			(5.16	)		—
Total distributions		—			—			(0.19	)		(5.20	)		—
Net Asset Value, End of Period	$	26.34		$	22.35		$	27.61		$	40.78		$	57.35
Total Return(c)		17.81	%		(19.05	)%		(31.96	)%		(20.78	)%		10.39	%(d)
Ratios to Average Net Assets:
Gross expenses(c)		1.79	%		1.69	%		1.83	%		1.77	%		1.78	%
Net expenses(c)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%(d)
Net investment income (loss)(c)		0.32	%		(1.68	)%		(1.36	)%		0.42	%		0.10	%(d)
Supplemental Data:
Net assets, end of period (000’s)	$	3,045		$	996		$	1,084		$	1,855		$	2,931
Portfolio turnover rate(e)		—			—			—			—			—

(a)	As described in Note 8, share amounts have been adjusted for 1:4 reverse share split that occurred on December 14, 2020.
(b)	Per share net investment income (loss) has been calculated using the average daily shares method.
(c)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(d)	During 2018, the Fund received a non-recurring reimbursement from a third party relating to expenses that were incurred in a prior year. The effect to the net expense ratio, net investment income (loss) ratio, and total return were each less than 0.005%.
(e)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Small-Cap :: 245

ProFund VP Small-Cap (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the Russell 2000^® Index (the "Index"). For the year ended December 31, 2022, the Fund had a total return of -21.85%. For the same period, the Index had a total return of -20.44%¹ and a volatility of 28.15%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is a measure of small-cap U.S. stock market performance. It is a float-adjusted market capitalization-weighted index containing approximately 2,000 of the smallest companies in the Russell 3000^® Index or approximately 8% of the total market capitalization of the Russell 3000^® Index, which in turn represents approximately 98% of the investable U.S. equity market.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Small-Cap from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Small-Cap		-21.85	%		2.14	%		7.03	%
Russell 2000® Index		-20.44	%		4.13	%		9.01	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Small-Cap		1.70	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		68	%
Swap Agreements		32	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Halozyme Therapeutics, Inc.		0.2	%
Shockwave Medical, Inc.		0.2	%
Inspire Medical Systems, Inc.		0.2	%
EMCOR Group, Inc.		0.2	%
Crocs, Inc.		0.2	%

Russell 2000^® Index – Composition

	% of Index
Financials		17	%
Health Care		16	%
Industrials		16	%
Information Technology		13	%
Consumer Discretionary		10	%
Energy		7	%
Real Estate		6	%
Materials		4	%
Consumer Staples		4	%
Utilities		4	%
Communication Services		3	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

¹  The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

²  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

246  :: ProFund VP Small-Cap :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (68.1%)

	Shares		Value
1-800-Flowers.com, Inc.*—Class A (Internet & Direct Marketing Retail)		82	$	784
1Life Healthcare, Inc.* (Health Care Providers & Services)		550		9,191
1st Source Corp. (Banks)		49		2,601
1stdibs.com, Inc.* (Internet & Direct Marketing Retail)		72		366
22nd Century Group, Inc.* (Tobacco)		493		454
23andMe Holding Co.*—Class A (Life Sciences Tools & Services)		787		1,700
2seventy bio, Inc.* (Biotechnology)		114		1,068
2U, Inc.* (Diversified Consumer Services)		231		1,448
3D Systems Corp.* (Technology Hardware, Storage & Peripherals)		386		2,856
4D Molecular Therapeutics, Inc.* (Biotechnology)		91		2,021
5E Advanced Materials, Inc.*(a) (Metals & Mining)		117		922
8x8, Inc.* (Software)		339		1,464
908 Devices, Inc.* (Electronic Equipment, Instruments & Components)		67		511
A10 Networks, Inc. (Software)		195		3,243
Aadi Bioscience, Inc.* (Pharmaceuticals)		44		565
AAON, Inc. (Building Products)		134		10,093
AAR Corp.* (Aerospace & Defense)		103		4,625
Aaron’s Co., Inc. (The) (Specialty Retail)		92		1,099
AbCellera Biologics, Inc.* (Life Sciences Tools & Services)		631		6,391
Abercrombie & Fitch Co.* (Specialty Retail)		148		3,391
ABM Industries, Inc. (Commercial Services & Supplies)		202		8,974
Absci Corp.* (Life Sciences Tools & Services)		161		338
Academy Sports & Outdoors, Inc. (Leisure Products)		236		12,399
ACADIA Pharmaceuticals, Inc.* (Biotechnology)		366		5,827
Acadia Realty Trust (Equity Real Estate Investment Trusts (REITs))		284		4,075
Accel Entertainment, Inc.* (Hotels, Restaurants & Leisure)		170		1,309
ACCO Brands Corp. (Commercial Services & Supplies)		280		1,565
Accolade, Inc.* (Health Care Technology)		200		1,558
ACI Worldwide, Inc.* (Software)		342		7,866
Aclaris Therapeutics, Inc.* (Pharmaceuticals)		197		3,103
ACM Research, Inc.*—Class A (Semiconductors & Semiconductor Equipment)		146		1,126
ACNB Corp. (Banks)		25		995
Acushnet Holdings Corp. (Leisure Products)		101		4,288
ACV Auctions, Inc.*—Class A (Commercial Services & Supplies)		359		2,947
AdaptHealth Corp.* (Health Care Providers & Services)		220		4,228
Adaptive Biotechnologies Corp.* (Life Sciences Tools & Services)		340		2,598
Addus HomeCare Corp.* (Health Care Providers & Services)		47		4,676
Adeia, Inc. (Software)		318		3,015
Adicet Bio, Inc.* (Pharmaceuticals)		92		822
Adient PLC* (Auto Components)		289		10,025
ADMA Biologics, Inc.* (Biotechnology)		566		2,196
Adtalem Global Education, Inc.* (Diversified Consumer Services)		137		4,864
AdTheorent Holding Co., Inc.* (Media)		112		186
ADTRAN Holdings, Inc. (Communications Equipment)		234		4,397
Advanced Energy Industries, Inc. (Electronic Equipment, Instruments & Components)		115		9,865
AdvanSix, Inc. (Chemicals)		81		3,080
Advantage Solutions, Inc.* (Media)		251		522
Aemetis, Inc.* (Oil, Gas & Consumable Fuels)		91		360
Aerojet Rocketdyne Holdings, Inc.* (Aerospace & Defense)		242		13,534
Aerovate Therapeutics, Inc.* (Biotechnology)		28		820
AeroVironment, Inc.* (Aerospace & Defense)		75		6,425
AerSale Corp.* (Aerospace & Defense)		63		1,022
Aeva Technologies, Inc.* (Electronic Equipment, Instruments & Components)		295		401
AEye, Inc.* (Electronic Equipment, Instruments & Components)		311		149
AFC Gamma, Inc. (Mortgage Real Estate Investment Trusts (REITs))		50		787
Affimed N.V.* (Biotechnology)		444		551
Agenus, Inc.* (Biotechnology)		928		2,227
Agiliti, Inc.* (Health Care Providers & Services)		85		1,386
Agilysys, Inc.* (Software)		60		4,748
Agios Pharmaceuticals, Inc.* (Biotechnology)		166		4,661
Agree Realty Corp. (Equity Real Estate Investment Trusts (REITs))		267		18,937
Air Transport Services Group, Inc.* (Air Freight & Logistics)		176		4,572
AirSculpt Technologies, Inc. (Health Care Providers & Services)		38		141
aka Brands Holding Corp.* (Internet & Direct Marketing Retail)		34		43
Akero Therapeutics, Inc.* (Biotechnology)		106		5,809
Akoustis Technologies, Inc.* (Electronic Equipment, Instruments & Components)		162		457
Akoya Biosciences, Inc.* (Life Sciences Tools & Services)		48		459
Alamo Group, Inc. (Machinery)		31		4,390
Alarm.com Holdings, Inc.* (Software)		147		7,274
Albany International Corp.—Class A (Machinery)		95		9,366
Albireo Pharma, Inc.* (Biotechnology)		55		1,189
Alector, Inc.* (Biotechnology)		190		1,754
Alerus Financial Corp. (Diversified Financial Services)		46		1,074
Alexander & Baldwin, Inc. (Equity Real Estate Investment Trusts (REITs))		221		4,139
Alexander's, Inc. (Equity Real Estate Investment Trusts (REITs))		7		1,540
Alico, Inc. (Food Products)		19		454
Alight, Inc.*—Class A (Professional Services)		1,035		8,653

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap :: 247

Common Stocks, continued

	Shares		Value
Alignment Healthcare, Inc.* (Health Care Providers & Services)		300	$	3,528
Alkami Technology, Inc.* (Software)		111		1,619
Alkermes PLC* (Biotechnology)		497		12,986
Allbirds, Inc.*—Class A (Textiles, Apparel & Luxury Goods)		294		711
Allegiant Travel Co.* (Airlines)		48		3,264
ALLETE, Inc. (Electric Utilities)		175		11,289
Allied Motion Technologies, Inc. (Electrical Equipment)		41		1,427
Allogene Therapeutics, Inc.* (Biotechnology)		243		1,528
Allovir, Inc.* (Biotechnology)		95		487
Alpha & Omega Semiconductor, Ltd.* (Semiconductors & Semiconductor Equipment)		67		1,914
Alpha Metallurgical Resources, Inc. (Metals & Mining)		46		6,734
Alpha Teknova, Inc.* (Biotechnology)		19		107
Alphatec Holdings, Inc.* (Health Care Equipment & Supplies)		221		2,729
Alpine Immune Sciences, Inc.* (Biotechnology)		69		507
Alta Equipment Group, Inc. (Trading Companies & Distributors)		63		831
Altair Engineering, Inc.*—Class A (Software)		158		7,184
Alto Ingredients, Inc.* (Oil, Gas & Consumable Fuels)		220		634
Altra Industrial Motion Corp. (Machinery)		198		11,831
Altus Power, Inc.* (Independent Power and Renewable Electricity Producers)		132		861
ALX Oncology Holdings, Inc.* (Biotechnology)		65		733
Amalgamated Financial Corp. (Banks)		54		1,244
A-Mark Precious Metals, Inc. (Diversified Financial Services)		56		1,945
Ambac Financial Group, Inc.* (Insurance)		135		2,354
Ambarella, Inc.* (Semiconductors & Semiconductor Equipment)		111		9,128
AMC Networks, Inc.*—Class A (Media)		92		1,442
Amerant Bancorp, Inc. (Banks)		85		2,281
Ameresco, Inc.*—Class A (Construction & Engineering)		97		5,543
American Assets Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		151		4,002
American Axle & Manufacturing Holdings, Inc.* (Auto Components)		344		2,690
American Eagle Outfitters, Inc. (Specialty Retail)		470		6,561
American Equity Investment Life Holding Co. (Insurance)		216		9,855
American National Bankshares, Inc. (Banks)		32		1,182
American Public Education, Inc.* (Diversified Consumer Services)		57		701
American Realty Investors, Inc.* (Real Estate Management & Development)		5		128
American Software, Inc.—Class A (Software)		96		1,409
American States Water Co. (Water Utilities)		112		10,365
American Vanguard Corp. (Chemicals)		85		1,845
American Well Corp.*—Class A (Health Care Technology)		699		1,978
American Woodmark Corp.* (Building Products)		50		2,443
America's Car-Mart, Inc.* (Specialty Retail)		18		1,301
Ameris Bancorp (Banks)		202		9,522
AMERISAFE, Inc. (Insurance)		58		3,014
Amicus Therapeutics, Inc.* (Biotechnology)		840		10,256
Amkor Technology, Inc. (Semiconductors & Semiconductor Equipment)		309		7,410
AMMO, Inc.* (Leisure Products)		270		467
AMN Healthcare Services, Inc.* (Health Care Providers & Services)		132		13,572
Amneal Pharmaceuticals, Inc.* (Pharmaceuticals)		314		625
Amphastar Pharmaceuticals, Inc.* (Pharmaceuticals)		117		3,278
Amplify Energy Corp.* (Oil, Gas & Consumable Fuels)		109		958
Amplitude, Inc.*—Class A (Software)		170		2,054
Amylyx Pharmaceuticals, Inc.* (Pharmaceuticals)		154		5,690
Amyris, Inc.*(a) (Oil, Gas & Consumable Fuels)		610		933
AN2 Therapeutics, Inc.* (Pharmaceuticals)		34		324
AnaptysBio, Inc.* (Biotechnology)		62		1,921
Anavex Life Sciences Corp.*(a) (Biotechnology)		211		1,954
Angel Oak Mortgage, Inc. (Mortgage Real Estate Investment Trusts (REITs))		36		170
AngioDynamics, Inc.* (Health Care Equipment & Supplies)		113		1,556
ANI Pharmaceuticals, Inc.* (Pharmaceuticals)		39		1,569
Anika Therapeutics, Inc.* (Health Care Equipment & Supplies)		44		1,302
Anterix, Inc.* (Diversified Telecommunication Services)		56		1,802
Apartment Investment and Management Co. (Equity Real Estate Investment Trusts (REITs))		456		3,247
Apellis Pharmaceuticals, Inc.* (Biotechnology)		286		14,788
API Group Corp.* (Construction & Engineering)		631		11,869
Apogee Enterprises, Inc. (Building Products)		68		3,023
Apollo Commercial Real Estate Finance, Inc. (Mortgage Real Estate Investment Trusts (REITs))		429		4,616
Apollo Medical Holdings, Inc.* (Health Care Providers & Services)		119		3,521
Appfolio, Inc.* (Software)		59		6,217
AppHarvest, Inc.* (Food Products)		231		131
Appian Corp.* (Software)		122		3,972
Apple Hospitality REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		656		10,352
Applied Digital Corp.* (Software)		206		379
Applied Industrial Technologies, Inc. (Trading Companies & Distributors)		117		14,747
Arbor Realty Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		503		6,634
Arbutus Biopharma Corp.* (Biotechnology)		346		806
ArcBest Corp. (Road & Rail)		75		5,253
Arcellx, Inc.* (Biotechnology)		90		2,788
Arch Resources, Inc. (Oil, Gas & Consumable Fuels)		45		6,426
Archer Aviation, Inc.*—Class A (Aerospace & Defense)		442		827
Archrock, Inc. (Energy Equipment & Services)		413		3,709
Arconic Corp.* (Metals & Mining)		309		6,538
Arcosa, Inc. (Construction & Engineering)		148		8,042
Arcturus Therapeutics Holdings, Inc.* (Biotechnology)		70		1,187

See accompanying notes to financial statements.

248  :: ProFund VP Small-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Arcus Biosciences, Inc.* (Biotechnology)		157	$	3,247
Arcutis Biotherapeutics, Inc.* (Biotechnology)		126		1,865
Ardmore Shipping Corp.* (Oil, Gas & Consumable Fuels)		125		1,801
Ares Commercial Real Estate Corp. (Mortgage Real Estate Investment Trusts (REITs))		156		1,605
Argan, Inc. (Construction & Engineering)		40		1,475
Argo Group International Holdings, Ltd. (Insurance)		97		2,507
Aris Water Solution, Inc.—Class A (Commercial Services & Supplies)		67		965
Arko Corp. (Specialty Retail)		254		2,200
Arlo Technologies, Inc.* (Electronic Equipment, Instruments & Components)		265		930
Armada Hoffler Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		205		2,358
ARMOUR Residential REIT, Inc.(a) (Mortgage Real Estate Investment Trusts (REITs))		401		2,258
Array Technologies, Inc.* (Electrical Equipment)		460		8,892
Arrow Financial Corp. (Banks)		43		1,458
Arrowhead Pharmaceuticals, Inc.* (Biotechnology)		314		12,735
Arteris, Inc.* (Software)		54		232
Artesian Resources Corp.—Class A (Water Utilities)		25		1,465
Artisan Partners Asset Management, Inc. (Capital Markets)		183		5,435
Artivion, Inc.* (Health Care Equipment & Supplies)		119		1,442
Arvinas, Inc.* (Pharmaceuticals)		148		5,063
Asana, Inc.*—Class A (Software)		224		3,084
Asbury Automotive Group, Inc.* (Specialty Retail)		68		12,188
ASGN, Inc.* (Professional Services)		150		12,222
Ashford Hospitality Trust, Inc.* (Equity Real Estate Investment Trusts (REITs))		105		469
Aspen Aerogels, Inc.* (Chemicals)		95		1,120
Assetmark Financial Holdings, Inc.* (Capital Markets)		66		1,518
Associated Banc-Corp. (Banks)		455		10,506
Associated Capital Group, Inc.—Class A (Capital Markets)		5		210
Astec Industries, Inc. (Machinery)		70		2,846
Astra Space, Inc.* (Aerospace & Defense)		471		204
Astronics Corp.* (Aerospace & Defense)		77		793
Atara Biotherapeutics, Inc.* (Biotechnology)		283		928
Atea Pharmaceuticals, Inc.* (Biotechnology)		233		1,121
Aterian, Inc.* (Household Durables)		201		155
Athira Pharma, Inc.* (Pharmaceuticals)		104		330
ATI Physical Therapy, Inc.* (Health Care Providers & Services)		228		70
ATI, Inc.* (Metals & Mining)		378		11,287
Atkore, Inc.* (Electrical Equipment)		126		14,292
Atlantic Union Bankshares (Banks)		228		8,012
Atlanticus Holdings Corp.* (Consumer Finance)		13		341
Atlas Air Worldwide Holdings, Inc.* (Air Freight & Logistics)		85		8,568
Atlas Technical Consultants, Inc.* (Professional Services)		58		299
ATN International, Inc. (Diversified Telecommunication Services)		33		1,495
Atomera, Inc.* (Semiconductors & Semiconductor Equipment)		63		392
AtriCure, Inc.* (Health Care Equipment & Supplies)		139		6,169
Atrion Corp. (Health Care Equipment & Supplies)		4		2,238
Aura Biosciences, Inc.* (Biotechnology)		56		588
Aurinia Pharmaceuticals, Inc.* (Biotechnology)		409		1,767
Avanos Medical, Inc.* (Health Care Equipment & Supplies)		141		3,815
Avaya Holdings Corp.*—Class C (Software)		260		51
Aveanna Healthcare Holdings, Inc.* (Health Care Providers & Services)		136		106
AvePoint, Inc.* (Software)		399		1,640
Aviat Networks, Inc.* (Communications Equipment)		34		1,060
Avid Bioservices, Inc.* (Biotechnology)		186		2,561
Avid Technology, Inc.* (Technology Hardware, Storage & Peripherals)		106		2,819
Avidity Biosciences, Inc.* (Biotechnology)		163		3,617
AvidXchange Holdings, Inc.* (Software)		447		4,443
Avient Corp. (Chemicals)		277		9,352
Avista Corp. (Multi-Utilities)		225		9,977
Axcelis Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		100		7,936
AxoGen, Inc.* (Health Care Equipment & Supplies)		124		1,238
Axonics, Inc.* (Health Care Equipment & Supplies)		149		9,317
Axos Financial, Inc.* (Thrifts & Mortgage Finance)		175		6,689
Axsome Therapeutics, Inc.* (Pharmaceuticals)		98		7,559
AXT, Inc.* (Semiconductors & Semiconductor Equipment)		125		548
AZZ, Inc. (Electrical Equipment)		75		3,015
B Riley Financial, Inc. (Capital Markets)		63		2,155
B&G Foods, Inc.(a) (Food Products)		216		2,408
Babcock & Wilcox Enterprises, Inc.* (Electrical Equipment)		185		1,067
Babylon Holdings, Ltd.*—Class A (Health Care Technology)		13		90
Badger Meter, Inc. (Electronic Equipment, Instruments & Components)		89		9,704
Bakkt Holdings, Inc.* (Capital Markets)		178		212
Balchem Corp. (Chemicals)		97		11,844
Bally's Corp.* (Hotels, Restaurants & Leisure)		109		2,112
Banc of California, Inc. (Banks)		161		2,565
BancFirst Corp. (Banks)		60		5,291
Banco Latinoamericano de Comercio Exterior S.A.—Class E (Diversified Financial Services)		84		1,361
Bandwidth, Inc.* (Diversified Telecommunication Services)		71		1,629
Bank First Corp. (Banks)		24		2,228
Bank of Marin Bancorp (Banks)		48		1,578
BankUnited, Inc. (Banks)		237		8,051
Bankwell Financial Group, Inc. (Banks)		17		500
Banner Corp. (Banks)		104		6,573
Bar Harbor Bankshares (Banks)		45		1,442
BARK, Inc.* (Internet & Direct Marketing Retail)		364		542
Barnes Group, Inc. (Machinery)		149		6,087

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap :: 249

Common Stocks, continued

	Shares		Value
Barrett Business Services, Inc. (Professional Services)		21	$	1,959
Battalion Oil Corp.* (Oil, Gas & Consumable Fuels)		8		78
BayCom Corp. (Banks)		37		702
BCB Bancorp, Inc. (Banks)		44		792
Beacon Roofing Supply, Inc.* (Trading Companies & Distributors)		157		8,288
Beam Therapeutics, Inc.* (Biotechnology)		194		7,587
Beazer Homes USA, Inc.* (Household Durables)		89		1,136
Bed Bath & Beyond, Inc.*(a) (Specialty Retail)		234		587
Belden, Inc. (Electronic Equipment, Instruments & Components)		129		9,275
BellRing Brands, Inc.* (Personal Products)		402		10,307
Benchmark Electronics, Inc. (Electronic Equipment, Instruments & Components)		106		2,829
Benefitfocus, Inc.* (Software)		80		837
Benson Hill, Inc.* (Software)		522		1,331
Berkeley Lights, Inc.* (Life Sciences Tools & Services)		172		461
Berkshire Grey, Inc.* (Machinery)		151		91
Berkshire Hills Bancorp, Inc. (Banks)		132		3,947
Berry Corp. (Oil, Gas & Consumable Fuels)		232		1,856
Beyond Meat, Inc.*(a) (Food Products)		187		2,302
BGC Partners, Inc.—Class A (Capital Markets)		961		3,623
Big 5 Sporting Goods Corp. (Specialty Retail)		65		574
Big Lots, Inc. (Multiline Retail)		86		1,264
BigCommerce Holdings, Inc.*—Class 1 (IT Services)		198		1,731
Biglari Holdings, Inc.*—Class B (Hotels, Restaurants & Leisure)		2		278
BioCryst Pharmaceuticals, Inc.* (Biotechnology)		565		6,486
Biohaven, Ltd.* (Biotechnology)		193		2,679
BioLife Solutions, Inc.* (Health Care Equipment & Supplies)		103		1,875
Bionano Genomics, Inc.* (Life Sciences Tools & Services)		912		1,332
Bioventus, Inc.*—Class A (Health Care Equipment & Supplies)		97		253
Bioxcel Therapeutics, Inc.* (Biotechnology)		58		1,246
Bird Global, Inc.*—Class A (Road & Rail)		536		97
BJ's Restaurants, Inc.* (Hotels, Restaurants & Leisure)		69		1,820
Black Hills Corp. (Multi-Utilities)		198		13,927
Blackbaud, Inc.* (Software)		142		8,358
Blackline, Inc.* (Software)		168		11,301
Blackstone Mortgage Trust, Inc.—Class A (Mortgage Real Estate Investment Trusts (REITs))		519		10,986
Blade Air Mobility, Inc.* (Airlines)		173		619
Blend Labs, Inc.*—Class A (Software)		577		831
Blink Charging Co.*(a) (Electrical Equipment)		109		1,196
Bloom Energy Corp.* (Electrical Equipment)		548		10,478
Bloomin' Brands, Inc. (Hotels, Restaurants & Leisure)		266		5,352
Blucora, Inc.* (Capital Markets)		145		3,702
Blue Bird Corp.* (Machinery)		53		568
Blue Foundry Bancorp* (Thrifts & Mortgage Finance)		78		1,002
Blue Ridge Bankshares, Inc. (Banks)		52		649
Bluebird Bio, Inc.* (Biotechnology)		253		1,751
Bluegreen Vacations Holding Corp. (Hotels, Restaurants & Leisure)		36		899
BlueLinx Holdings, Inc.* (Trading Companies & Distributors)		27		1,920
Blueprint Medicines Corp.* (Biotechnology)		182		7,973
Bluerock Homes Trust, Inc.* (Equity Real Estate Investment Trusts (REITs))		12		256
Boise Cascade Co. (Trading Companies & Distributors)		120		8,240
Boot Barn Holdings, Inc.* (Specialty Retail)		90		5,627
Borr Drilling, Ltd.* (Energy Equipment & Services)		614		3,052
Boston Omaha Corp.*—Class A (Media)		67		1,776
Bowlero Corp.* (Hotels, Restaurants & Leisure)		90		1,213
Box, Inc.*—Class A (Software)		426		13,261
Boxed, Inc.* (Internet & Direct Marketing Retail)		175		34
Brady Corp.—Class A (Commercial Services & Supplies)		139		6,547
Braemar Hotels & Resorts, Inc. (Equity Real Estate Investment Trusts (REITs))		209		859
Brandywine Realty Trust (Equity Real Estate Investment Trusts (REITs))		517		3,180
BRC, Inc.*—Class A (Food Products)		82		501
Bread Financial Holdings, Inc. (IT Services)		153		5,762
Bridgebio Pharma, Inc.* (Biotechnology)		323		2,461
Bridgewater Bancshares, Inc.* (Thrifts & Mortgage Finance)		62		1,100
Bright Health Group, Inc.* (Insurance)		588		382
Brightcove, Inc.* (IT Services)		127		664
Brightsphere Investment Group, Inc. (Capital Markets)		99		2,037
BrightSpire Capital, Inc. (Mortgage Real Estate Investment Trusts (REITs))		286		1,782
BrightView Holdings, Inc.* (Commercial Services & Supplies)		135		930
Brinker International, Inc.* (Hotels, Restaurants & Leisure)		132		4,212
Bristow Group, Inc.* (Energy Equipment & Services)		71		1,926
Broadmark Realty Capital, Inc. (Mortgage Real Estate Investment Trusts (REITs))		397		1,413
Broadstone Net Lease, Inc. (Equity Real Estate Investment Trusts (REITs))		527		8,543
Brookdale Senior Living, Inc.* (Health Care Providers & Services)		567		1,548
Brookfield Business Corp.—Class A (Industrial Conglomerates)		79		1,484
Brookfield Infrastructure Corp.—Class A (Gas Utilities)		298		11,592
Brookline Bancorp, Inc. (Banks)		229		3,240
BRP Group, Inc.*—Class A (Insurance)		185		4,651
BRT Apartments Corp. (Equity Real Estate Investment Trusts (REITs))		37		727
Build-A-Bear Workshop, Inc.* (Specialty Retail)		41		977
Bumble, Inc.*—Class A (Interactive Media & Services)		263		5,536
Business First Bancshares, Inc. (Banks)		72		1,594

See accompanying notes to financial statements.

250  :: ProFund VP Small-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Butterfly Network, Inc.* (Health Care Equipment & Supplies)		405	$	996
Byline Bancorp, Inc. (Banks)		75		1,723
C3.ai, Inc.*—Class A (Software)		178		1,992
C4 Therapeutics, Inc.* (Biotechnology)		128		755
Cabot Corp. (Chemicals)		170		11,363
Cactus, Inc.—Class A (Energy Equipment & Services)		180		9,047
Cadence Bank (Banks)		553		13,637
Cadre Holdings, Inc. (Aerospace & Defense)		58		1,168
Caesarstone, Ltd. (Building Products)		69		394
Calavo Growers, Inc. (Food Products)		53		1,558
Caleres, Inc. (Specialty Retail)		107		2,384
California Resources Corp. (Oil, Gas & Consumable Fuels)		226		9,833
California Water Service Group (Water Utilities)		165		10,006
Calix, Inc.* (Communications Equipment)		175		11,975
Callon Petroleum Co.* (Oil, Gas & Consumable Fuels)		150		5,564
Cal-Maine Foods, Inc. (Food Products)		116		6,316
Cambium Networks Corp.* (Communications Equipment)		35		758
Cambridge Bancorp (Banks)		21		1,744
Camden National Corp. (Banks)		44		1,834
Camping World Holdings, Inc.(a)—Class A (Specialty Retail)		119		2,656
Cannae Holdings, Inc.* (Diversified Financial Services)		212		4,378
Cano Health, Inc.* (Health Care Providers & Services)		493		675
Canoo, Inc.*(a) (Automobiles)		512		630
Cantaloupe, Inc.* (IT Services)		178		774
Capital Bancorp, Inc. (Banks)		27		636
Capital City Bank Group, Inc. (Banks)		41		1,333
Capitol Federal Financial, Inc. (Thrifts & Mortgage Finance)		396		3,425
Capstar Financial Holdings, Inc. (Banks)		62		1,095
Cara Therapeutics, Inc.* (Biotechnology)		137		1,471
Cardiovascular Systems, Inc.* (Health Care Equipment & Supplies)		124		1,689
Cardlytics, Inc.* (Media)		97		561
CareDx, Inc.* (Biotechnology)		155		1,769
CareMax, Inc.* (Health Care Providers & Services)		178		650
CareTrust REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		294		5,463
Cargurus, Inc.* (Interactive Media & Services)		311		4,357
Caribou Biosciences, Inc.* (Biotechnology)		171		1,074
CarParts.com, Inc.* (Internet & Direct Marketing Retail)		155		970
Carpenter Technology Corp. (Metals & Mining)		146		5,393
Carriage Services, Inc. (Diversified Consumer Services)		40		1,102
Cars.com, Inc.* (Interactive Media & Services)		202		2,782
Carter Bankshares, Inc.* (Banks)		73		1,211
Casa Systems, Inc.* (Communications Equipment)		108		295
Casella Waste Systems, Inc.*—Class A (Commercial Services & Supplies)		152		12,056
Cass Information Systems, Inc. (IT Services)		41		1,879
Cassava Sciences, Inc.*(a) (Pharmaceuticals)		116		3,427
Castle Biosciences, Inc.* (Biotechnology)		75		1,766
Catalyst Pharmaceuticals, Inc.* (Biotechnology)		296		5,506
Cathay General Bancorp (Banks)		219		8,933
Cavco Industries, Inc.* (Household Durables)		27		6,109
CBIZ, Inc.* (Professional Services)		146		6,840
CBL & Associates Properties, Inc.(a) (Equity Real Estate Investment Trusts (REITs))		81		1,869
Celldex Therapeutics, Inc.* (Biotechnology)		140		6,240
Celsius Holdings, Inc.* (Beverages)		169		17,583
Celularity, Inc.* (Biotechnology)		193		249
Cenntro Electric Group, Ltd.* (Automobiles)		561		247
Centerspace (Equity Real Estate Investment Trusts (REITs))		46		2,699
Central Garden & Pet Co.* (Household Products)		30		1,124
Central Garden & Pet Co.*—Class A (Household Products)		122		4,368
Central Pacific Financial Corp. (Banks)		81		1,643
Centrus Energy Corp.*—Class A (Oil, Gas & Consumable Fuels)		32		1,039
Century Aluminum Co.* (Metals & Mining)		158		1,292
Century Casinos, Inc.* (Hotels, Restaurants & Leisure)		83		583
Century Communities, Inc. (Household Durables)		86		4,301
Century Therapeutics, Inc.* (Biotechnology)		61		313
Cepton, Inc.*(a) (Electronic Equipment, Instruments & Components)		144		183
Cerberus Cyber Sentinel Corp.* (IT Services)		141		360
Cerence, Inc.* (Software)		120		2,224
Cerevel Therapeutics Holdings, Inc.* (Biotechnology)		175		5,520
Cerus Corp.* (Health Care Equipment & Supplies)		526		1,920
CEVA, Inc.* (Semiconductors & Semiconductor Equipment)		70		1,791
ChampionX Corp. (Energy Equipment & Services)		610		17,685
Charge Enterprises, Inc.* (Diversified Telecommunication Services)		396		491
Chart Industries, Inc.* (Machinery)		130		14,981
Chase Corp. (Chemicals)		23		1,984
Chatham Lodging Trust (Equity Real Estate Investment Trusts (REITs))		146		1,791
Chegg, Inc.* (Diversified Consumer Services)		379		9,576
Chesapeake Utilities Corp. (Gas Utilities)		53		6,264
Chicago Atlantic Real Estate Finance, Inc. (Mortgage Real Estate Investment Trusts (REITs))		17		256
Chico's FAS, Inc.* (Specialty Retail)		373		1,835
Chimera Investment Corp. (Mortgage Real Estate Investment Trusts (REITs))		709		3,900
Chimerix, Inc.* (Biotechnology)		257		478
Chinook Therapeutics, Inc.* (Biotechnology)		154		4,035
Chord Energy Corp. (Oil, Gas & Consumable Fuels)		127		17,376
Chuy's Holdings, Inc.* (Hotels, Restaurants & Leisure)		55		1,557
Cimpress PLC* (Commercial Services & Supplies)		54		1,491
CinCor Pharma, Inc.* (Pharmaceuticals)		76		934
Cinemark Holdings, Inc.* (Entertainment)		332		2,875
Cipher Mining, Inc.* (Software)		119		67
CIRCOR International, Inc.* (Machinery)		56		1,342

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap :: 251

Common Stocks, continued

	Shares		Value
Citi Trends, Inc.* (Specialty Retail)		25	$	662
Citizens & Northern Corp. (Banks)		46		1,052
City Holding Co. (Banks)		45		4,189
City Office REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		119		997
Civista Bancshares, Inc. (Banks)		47		1,034
Civitas Resources, Inc. (Oil, Gas & Consumable Fuels)		225		13,034
Claros Mortgage Trust, Inc.(a) (Mortgage Real Estate Investment Trusts (REITs))		280		4,119
Clarus Corp. (Leisure Products)		88		690
Clean Energy Fuels Corp.* (Oil, Gas & Consumable Fuels)		517		2,688
Cleanspark, Inc.* (Software)		139		284
Clear Channel Outdoor Holdings, Inc.* (Media)		1,124		1,180
Clear Secure, Inc.—Class A (Software)		190		5,212
Clearfield, Inc.* (Communications Equipment)		35		3,295
Clearwater Paper Corp.* (Paper & Forest Products)		51		1,928
Clearway Energy, Inc.—Class A (Independent Power and Renewable Electricity Producers)		106		3,172
Clearway Energy, Inc.—Class C (Independent Power and Renewable Electricity Producers)		250		7,968
Clipper Realty, Inc. (Equity Real Estate Investment Trusts (REITs))		36		230
Clover Health Investments Corp.* (Health Care Providers & Services)		1,177		1,094
CNB Financial Corp. (Banks)		61		1,451
CNO Financial Group, Inc. (Insurance)		346		7,906
CNX Resources Corp.* (Oil, Gas & Consumable Fuels)		544		9,161
Coastal Financial Corp.* (Banks)		32		1,521
Coca-Cola Consolidated, Inc. (Beverages)		14		7,173
Codexis, Inc.* (Life Sciences Tools & Services)		187		871
Coeur Mining, Inc.* (Metals & Mining)		849		2,853
Cogent Biosciences, Inc.* (Biotechnology)		195		2,254
Cogent Communications Holdings, Inc. (Diversified Telecommunication Services)		131		7,478
Cohen & Steers, Inc. (Capital Markets)		77		4,971
Coherus Biosciences, Inc.* (Biotechnology)		224		1,774
Cohu, Inc.* (Semiconductors & Semiconductor Equipment)		143		4,583
Collegium Pharmaceutical, Inc.* (Pharmaceuticals)		102		2,366
Colony Bankcorp, Inc. (Banks)		50		635
Columbia Banking System, Inc. (Banks)		240		7,231
Columbia Financial, Inc.* (Thrifts & Mortgage Finance)		104		2,248
Columbus McKinnon Corp. (Machinery)		85		2,760
Comfort Systems USA, Inc. (Construction & Engineering)		108		12,429
Commercial Metals Co. (Metals & Mining)		356		17,195
CommScope Holding Co., Inc.* (Communications Equipment)		625		4,594
Community Bank System, Inc. (Banks)		163		10,261
Community Health Systems, Inc. (Health Care Providers & Services)		381		1,646
Community Healthcare Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		72		2,578
Community Trust Bancorp, Inc. (Banks)		48		2,205
CommVault Systems, Inc.* (Software)		136		8,546
Compass Diversified Holdings (Diversified Financial Services)		189		3,445
Compass Minerals International, Inc. (Metals & Mining)		105		4,305
Compass, Inc.*—Class A (Real Estate Management & Development)		832		1,939
CompoSecure, Inc.* (Technology Hardware, Storage & Peripherals)		25		123
Computer Programs and Systems, Inc.* (Health Care Technology)		43		1,170
CompX International, Inc. (Commercial Services & Supplies)		5		92
Comstock Resources, Inc. (Oil, Gas & Consumable Fuels)		279		3,825
Comtech Telecommunications Corp. (Communications Equipment)		79		959
Concrete Pumping Holdings, Inc.* (Construction & Engineering)		80		468
Conduent, Inc.* (IT Services)		517		2,094
CONMED Corp. (Health Care Equipment & Supplies)		89		7,889
ConnectOne Bancorp, Inc. (Banks)		113		2,736
Conn's, Inc.* (Specialty Retail)		40		275
Consensus Cloud Solutions, Inc.* (Software)		57		3,064
CONSOL Energy, Inc. (Oil, Gas & Consumable Fuels)		105		6,825
Consolidated Communications Holdings, Inc.* (Diversified Telecommunication Services)		226		809
Constellium SE* (Metals & Mining)		385		4,555
Construction Partners, Inc.*—Class A (Construction & Engineering)		122		3,256
Consumer Portfolio Services, Inc.* (Consumer Finance)		29		257
ContextLogic, Inc.*—Class A (Internet & Direct Marketing Retail)		1,763		860
Corcept Therapeutics, Inc.* (Pharmaceuticals)		263		5,342
CoreCivic, Inc.* (Equity Real Estate Investment Trusts (REITs))		348		4,023
Corporate Office Properties Trust (Equity Real Estate Investment Trusts (REITs))		343		8,897
Corsair Gaming, Inc.* (Technology Hardware, Storage & Peripherals)		117		1,588
CorVel Corp.* (Health Care Providers & Services)		27		3,924
Costamare, Inc. (Marine)		161		1,494
Couchbase, Inc.* (Software)		86		1,140
Coursera, Inc.* (Diversified Consumer Services)		348		4,117
Covenant Logistics Group, Inc.—Class A (Road & Rail)		28		968
Cowen, Inc.—Class A (Capital Markets)		82		3,167
CRA International, Inc. (Professional Services)		21		2,571
Cracker Barrel Old Country Store, Inc. (Hotels, Restaurants & Leisure)		67		6,348
Crawford & Co.—Class A (Insurance)		47		261
Credo Technology Group Holding, Ltd.* (Semiconductors & Semiconductor Equipment)		294		3,913
Crescent Energy, Inc.—Class A (Oil, Gas & Consumable Fuels)		119		1,427
Crinetics Pharmaceuticals, Inc.* (Biotechnology)		160		2,928
Crocs, Inc.* (Textiles, Apparel & Luxury Goods)		185		20,060
Cross Country Healthcare, Inc.* (Health Care Providers & Services)		109		2,896

See accompanying notes to financial statements.

252  :: ProFund VP Small-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
CrossFirst Bankshares, Inc.* (Banks)		136	$	1,688
CryoPort, Inc.* (Health Care Equipment & Supplies)		135		2,342
Cryptyde, Inc.* (Containers & Packaging)		60		12
CS Disco, Inc.* (Software)		69		436
CSG Systems International, Inc. (IT Services)		95		5,434
CSW Industrials, Inc. (Building Products)		45		5,217
CTI BioPharma Corp.* (Biotechnology)		305		1,833
CTO Realty Growth, Inc. (Equity Real Estate Investment Trusts (REITs))		55		1,005
CTS Corp. (Electronic Equipment, Instruments & Components)		97		3,824
Cue Health, Inc.* (Health Care Equipment & Supplies)		332		687
Cullinan Oncology, Inc.* (Biotechnology)		93		981
Cumulus Media, Inc.*—Class A (Media)		53		329
Curo Group Holdings Corp. (Consumer Finance)		67		238
Cushman & Wakefield PLC* (Real Estate Management & Development)		485		6,042
Custom Truck One Source, Inc.* (Trading Companies & Distributors)		182		1,150
Customers Bancorp, Inc.* (Banks)		93		2,636
Cutera, Inc.* (Health Care Equipment & Supplies)		51		2,255
CVB Financial Corp. (Banks)		406		10,455
Cvent Holding Corp.* (Software)		138		745
CVR Energy, Inc. (Oil, Gas & Consumable Fuels)		90		2,821
Cytek Biosciences, Inc.* (Life Sciences Tools & Services)		348		3,553
Cytokinetics, Inc.* (Biotechnology)		250		11,455
Cyxtera Technologies, Inc.* (IT Services)		112		215
Daily Journal Corp.* (Media)		4		1,002
Dakota Gold Corp.*(a) (Metals & Mining)		159		485
Dana, Inc. (Auto Components)		393		5,946
Danimer Scientific, Inc.*(a) (Chemicals)		276		494
Daseke, Inc.* (Road & Rail)		123		700
Dave & Buster's Entertainment, Inc.* (Hotels, Restaurants & Leisure)		131		4,643
Day One Biopharmaceuticals, Inc.* (Biotechnology)		84		1,808
Deciphera Pharmaceuticals, Inc.* (Biotechnology)		140		2,295
Delek US Holdings, Inc. (Oil, Gas & Consumable Fuels)		212		5,724
Deluxe Corp. (Commercial Services & Supplies)		132		2,241
Denali Therapeutics, Inc.* (Biotechnology)		332		9,233
Denbury, Inc.* (Oil, Gas & Consumable Fuels)		153		13,315
Denny's Corp.* (Hotels, Restaurants & Leisure)		170		1,566
Design Therapeutics, Inc.* (Biotechnology)		103		1,057
Designer Brands, Inc. (Specialty Retail)		154		1,506
Desktop Metal, Inc.*(a)—Class A (Machinery)		817		1,111
Destination XL Group, Inc.* (Specialty Retail)		175		1,181
DHI Group, Inc.* (Interactive Media & Services)		127		672
DHT Holdings, Inc. (Oil, Gas & Consumable Fuels)		417		3,703
Diamond Hill Investment Group, Inc. (Capital Markets)		9		1,665
Diamond Offshore Drilling, Inc.* (Energy Equipment & Services)		308		3,203
DiamondRock Hospitality Co. (Equity Real Estate Investment Trusts (REITs))		639		5,233
DICE Therapeutics, Inc.* (Pharmaceuticals)		108		3,370
Diebold Nixdorf, Inc.* (Technology Hardware, Storage & Peripherals)		223		317
Digi International, Inc.* (Communications Equipment)		104		3,801
Digimarc Corp.* (Software)		42		777
Digital Turbine, Inc.* (Software)		286		4,359
DigitalBridge Group, Inc. (Real Estate Management & Development)		481		5,261
DigitalOcean Holdings, Inc.* (IT Services)		213		5,425
Dillard's, Inc.—Class A (Multiline Retail)		12		3,879
Dime Community Bancshares, Inc. (Banks)		99		3,151
Dine Brands Global, Inc. (Hotels, Restaurants & Leisure)		45		2,907
Diodes, Inc.* (Semiconductors & Semiconductor Equipment)		136		10,355
Diversey Holdings, Ltd.* (Chemicals)		238		1,014
Diversified Healthcare Trust (Equity Real Estate Investment Trusts (REITs))		725		469
DMC Global, Inc.* (Energy Equipment & Services)		57		1,108
DocGo, Inc.* (Health Care Providers & Services)		251		1,775
Doma Holdings, Inc.* (Real Estate Management & Development)		423		192
Domo, Inc.* (Software)		94		1,339
Donegal Group, Inc.—Class A (Insurance)		47		667
Donnelley Financial Solutions, Inc.* (Capital Markets)		77		2,976
Dorian LPG, Ltd. (Oil, Gas & Consumable Fuels)		94		1,781
Dorman Products, Inc. (Auto Components)		80		6,470
Douglas Dynamics, Inc. (Machinery)		69		2,495
Douglas Elliman, Inc. (Real Estate Management & Development)		230		936
Dream Finders Homes, Inc.*—Class A (Household Durables)		64		554
Dril-Quip, Inc.* (Energy Equipment & Services)		102		2,771
Duck Creek Technologies, Inc.* (Software)		235		2,832
Ducommun, Inc.* (Aerospace & Defense)		34		1,699
Duluth Holdings, Inc.*—Class B (Internet & Direct Marketing Retail)		40		247
Duolingo, Inc.* (Diversified Consumer Services)		72		5,121
DXP Enterprises, Inc.* (Trading Companies & Distributors)		46		1,267
Dycom Industries, Inc.* (Construction & Engineering)		88		8,237
Dynavax Technologies Corp.* (Biotechnology)		364		3,873
Dyne Therapeutics, Inc.* (Biotechnology)		97		1,124
Dynex Capital, Inc. (Mortgage Real Estate Investment Trusts (REITs))		139		1,768
DZS, Inc.* (Communications Equipment)		54		685
E2open Parent Holdings, Inc.* (Software)		607		3,563
Eagle Bancorp, Inc. (Banks)		97		4,275
Eagle Bulk Shipping, Inc. (Marine)		41		2,048
Eagle Pharmaceuticals, Inc.* (Biotechnology)		31		906
Earthstone Energy, Inc.*—Class A (Oil, Gas & Consumable Fuels)		133		1,893
Easterly Government Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		278		3,967
Eastern Bankshares, Inc. (Banks)		475		8,194
Eastman Kodak Co.* (Technology Hardware, Storage & Peripherals)		174		531
Ebix, Inc. (Software)		80		1,597

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap :: 253

Common Stocks, continued

	Shares		Value
EchoStar Corp.*—Class A (Diversified Telecommunication Services)		102	$	1,701
Ecovyst, Inc.* (Chemicals)		221		1,958
Edgewell Personal Care Co. (Personal Products)		157		6,051
Edgewise Therapeutics, Inc.* (Pharmaceuticals)		116		1,037
Editas Medicine, Inc.* (Biotechnology)		211		1,872
eGain Corp.* (Software)		64		578
eHealth, Inc.* (Insurance)		75		363
Eiger Biopharmaceuticals, Inc.* (Biotechnology)		127		150
El Pollo Loco Holdings, Inc. (Hotels, Restaurants & Leisure)		59		588
elf Beauty, Inc.* (Personal Products)		150		8,295
Ellington Financial, Inc. (Mortgage Real Estate Investment Trusts (REITs))		176		2,177
Elme Communities (Equity Real Estate Investment Trusts (REITs))		266		4,735
Embecta Corp. (Health Care Equipment & Supplies)		177		4,476
EMCOR Group, Inc. (Construction & Engineering)		144		21,329
Emergent BioSolutions, Inc.* (Biotechnology)		153		1,807
Empire Petroleum Corp.* (Oil, Gas & Consumable Fuels)		31		381
Empire State Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		406		2,736
Employers Holdings, Inc. (Insurance)		83		3,580
Enact Holdings, Inc. (Thrifts & Mortgage Finance)		92		2,219
Enanta Pharmaceuticals, Inc.* (Biotechnology)		60		2,791
Encore Capital Group, Inc.* (Consumer Finance)		71		3,404
Encore Wire Corp. (Electrical Equipment)		54		7,428
Energizer Holdings, Inc. (Household Products)		203		6,810
Energy Fuels, Inc.* (Oil, Gas & Consumable Fuels)		476		2,956
Energy Recovery, Inc.* (Machinery)		168		3,442
Energy Vault Holdings, Inc.*(a) (Electrical Equipment)		250		780
Enerpac Tool Group Corp. (Machinery)		174		4,428
EnerSys (Electrical Equipment)		124		9,156
Eneti, Inc. (Marine)		67		673
Enfusion, Inc.*—Class A (Software)		82		793
EngageSmart, Inc.* (Software)		108		1,901
Ennis, Inc. (Commercial Services & Supplies)		77		1,706
Enochian Biosciences, Inc.* (Biotechnology)		60		62
Enova International, Inc.* (Consumer Finance)		94		3,607
Enovix Corp.* (Electrical Equipment)		332		4,130
EnPro Industries, Inc. (Machinery)		63		6,847
Enstar Group, Ltd.* (Insurance)		34		7,855
Entercom Communications Corp.* (Media)		367		83
Enterprise Bancorp, Inc. (Banks)		28		988
Enterprise Financial Services Corp. (Banks)		108		5,288
Entravision Communications Corp.—Class A (Media)		181		869
Envestnet, Inc.* (Software)		168		10,366
ePlus, Inc.* (Electronic Equipment, Instruments & Components)		81		3,587
EQRx, Inc.* (Biotechnology)		613		1,508
Equitrans Midstream Corp. (Oil, Gas & Consumable Fuels)		1,253		8,395
Equity Bancshares, Inc.—Class A (Banks)		46		1,503
Equity Commonwealth (Equity Real Estate Investment Trusts (REITs))		319		7,965
Erasca, Inc.* (Biotechnology)		198		853
Ermenegildo Zegna Holditalia SpA (Consumer Discretionary Products)		183		1,916
ESCO Technologies, Inc. (Machinery)		79		6,916
Esperion Therapeutics, Inc.* (Biotechnology)		225		1,402
Esquire Financial Holdings, Inc. (Banks)		21		908
ESS Tech, Inc.*(a) (Electrical Equipment)		246		598
Essent Group, Ltd. (Thrifts & Mortgage Finance)		321		12,480
Essential Properties Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		428		10,045
Ethan Allen Interiors, Inc. (Household Durables)		69		1,823
European Wax Center, Inc.—Class A (Diversified Consumer Services)		74		921
Eventbrite, Inc.* (Interactive Media & Services)		238		1,395
Everbridge, Inc.* (Software)		122		3,609
EverCommerce, Inc.* (Software)		73		543
Everi Holdings, Inc.* (Hotels, Restaurants & Leisure)		263		3,774
EverQuote, Inc.*—Class A (Interactive Media & Services)		61		899
EVERTEC, Inc. (IT Services)		186		6,023
EVgo, Inc.* (Specialty Retail)		207		925
Evo Payments, Inc.* (IT Services)		144		4,873
Evolent Health, Inc.* (Health Care Technology)		250		7,020
Evolus, Inc.* (Pharmaceuticals)		108		811
Evolv Technologies Holdings, Inc.* (Electronic Equipment, Instruments & Components)		256		663
Evoqua Water Technologies Corp.* (Machinery)		359		14,216
Excelerate Energy, Inc.—Class A (Oil, Gas & Consumable Fuels)		57		1,428
ExlService Holdings, Inc.* (IT Services)		99		16,774
eXp World Holdings, Inc.(a) (Real Estate Management & Development)		212		2,349
Exponent, Inc. (Professional Services)		155		15,358
Express, Inc.* (Specialty Retail)		196		200
Expro Group Holdings N.V.* (Energy Equipment & Services)		236		4,279
Extreme Networks, Inc.* (Communications Equipment)		391		7,159
EyePoint Pharmaceuticals, Inc.* (Pharmaceuticals)		79		277
EZCORP, Inc.*—Class A (Consumer Finance)		152		1,239
F45 Training Holdings, Inc.* (Hotels, Restaurants & Leisure)		112		319
Fabrinet* (Electronic Equipment, Instruments & Components)		113		14,489
Faraday Future Intelligent Electric, Inc.* (Automobiles)		632		183
Farmers & Merchants Bancorp, Inc. (Banks)		38		1,033
Farmers National Bancorp (Banks)		96		1,356
Farmland Partners, Inc. (Equity Real Estate Investment Trusts (REITs))		152		1,894
FARO Technologies, Inc.* (Electronic Equipment, Instruments & Components)		57		1,676
Fastly, Inc.*—Class A (IT Services)		346		2,834
Fate Therapeutics, Inc.* (Biotechnology)		253		2,553
Fathom Digital Manufacturing C* (Machinery)		30		40
FB Financial Corp. (Banks)		109		3,939
Federal Agricultural Mortgage Corp. (Thrifts & Mortgage Finance)		28		3,156
Federal Signal Corp. (Machinery)		182		8,458

See accompanying notes to financial statements.

254  :: ProFund VP Small-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Federated Hermes, Inc.—Class B (Capital Markets)		260	$	9,441
FibroGen, Inc.* (Biotechnology)		267		4,277
Figs, Inc.*—Class A (Health Care Equipment & Supplies)		389		2,618
Finance Of America Cos., Inc.*—Class A (Thrifts & Mortgage Finance)		120		152
Financial Institutions, Inc. (Banks)		46		1,121
First Advantage Corp.* (Professional Services)		179		2,327
First Bancorp (Banks)		555		7,060
First Bancorp (Banks)		108		4,627
First Bank/Hamilton NJ (Banks)		47		647
First Busey Corp. (Banks)		157		3,881
First Business Financial Services, Inc. (Banks)		24		877
First Commonwealth Financial Corp. (Banks)		285		3,981
First Community Bancshares, Inc. (Banks)		48		1,627
First Financial Bancorp (Banks)		284		6,881
First Financial Bankshares, Inc. (Banks)		396		13,622
First Financial Corp. (Banks)		34		1,567
First Foundation, Inc. (Banks)		156		2,235
First Guaranty Bancshares, Inc. (Banks)		18		422
First Internet Bancorp (Banks)		26		631
First Interstate BancSystem, Inc.—Class A (Banks)		272		10,513
First Merchants Corp. (Banks)		174		7,153
First Mid Bancshares, Inc. (Banks)		57		1,829
First Watch Restaurant Group, Inc.* (Hotels, Restaurants & Leisure)		46		622
First Western Financial, Inc.* (Banks)		24		676
FirstCash Holdings, Inc. (Consumer Finance)		115		9,994
Fisker, Inc.*(a) (Automobiles)		540		3,926
Five Star Bancorp (Banks)		38		1,035
FLEX LNG, Ltd. (Oil, Gas & Consumable Fuels)		87		2,844
Fluence Energy, Inc.* (Electrical Equipment)		109		1,869
Fluor Corp.* (Construction & Engineering)		434		15,042
Flushing Financial Corp. (Banks)		87		1,686
Flywire Corp.* (IT Services)		174		4,258
Focus Financial Partners, Inc.* (Capital Markets)		177		6,597
Focus Universal, Inc.* (Electronic Equipment, Instruments & Components)		54		346
Foghorn Therapeutics, Inc.* (Pharmaceuticals)		61		389
Foot Locker, Inc. (Specialty Retail)		246		9,296
Forestar Group, Inc.* (Real Estate Management & Development)		56		863
ForgeRock, Inc.*—Class A (Software)		116		2,641
FormFactor, Inc.* (Semiconductors & Semiconductor Equipment)		235		5,224
Forrester Research, Inc.* (Professional Services)		34		1,216
Forward Air Corp. (Air Freight & Logistics)		82		8,602
Fossil Group, Inc.* (Textiles, Apparel & Luxury Goods)		144		621
Four Corners Property Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		255		6,612
Fox Factory Holding Corp.* (Auto Components)		129		11,768
Franchise Group, Inc. (Diversified Consumer Services)		79		1,882
Franklin BSP Realty Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		253		3,264
Franklin Covey Co.* (Professional Services)		37		1,730
Franklin Electric Co., Inc. (Machinery)		141		11,245
Franklin Street Properties Corp. (Equity Real Estate Investment Trusts (REITs))		301		822
Fresh Del Monte Produce, Inc. (Food Products)		93		2,436
Frontdoor, Inc.* (Diversified Consumer Services)		252		5,242
Frontier Group Holdings, Inc.* (Airlines)		114		1,171
Frontline, Ltd.(a) (Oil, Gas & Consumable Fuels)		380		4,613
FRP Holdings, Inc.* (Real Estate Management & Development)		20		1,077
FTC Solar, Inc.* (Electrical Equipment)		131		351
fuboTV, Inc.*(a) (Interactive Media & Services)		573		997
FuelCell Energy, Inc.* (Electrical Equipment)		1,245		3,461
Fulcrum Therapeutics, Inc.* (Pharmaceuticals)		133		968
Fulgent Genetics, Inc.* (Health Care Providers & Services)		64		1,906
Full House Resorts, Inc.* (Hotels, Restaurants & Leisure)		100		752
Fulton Financial Corp. (Banks)		494		8,314
Funko, Inc.* (Distributors)		97		1,058
FutureFuel Corp. (Chemicals)		79		642
FVCBankcorp, Inc.* (Banks)		36		687
Gambling.com Group, Ltd.* (Media)		27		247
Gannett Co., Inc.* (Media)		439		891
GATX Corp. (Trading Companies & Distributors)		107		11,378
GCM Grosvenor, Inc.—Class A (Capital Markets)		125		951
Gelesis Holdings, Inc.* (Biotechnology)		54		16
Genco Shipping & Trading, Ltd. (Marine)		112		1,720
Generation Bio Co.* (Biotechnology)		147		578
Genesco, Inc.* (Specialty Retail)		38		1,749
Gentherm, Inc.* (Auto Components)		101		6,594
Genworth Financial, Inc.* (Insurance)		1,508		7,978
German American Bancorp, Inc. (Banks)		84		3,133
Geron Corp.* (Biotechnology)		1,107		2,679
Getty Realty Corp. (Equity Real Estate Investment Trusts (REITs))		129		4,367
Gevo, Inc.* (Oil, Gas & Consumable Fuels)		600		1,140
Gibraltar Industries, Inc.* (Building Products)		95		4,359
G-III Apparel Group, Ltd.* (Textiles, Apparel & Luxury Goods)		131		1,796
Glacier Bancorp, Inc. (Banks)		339		16,752
Gladstone Commercial Corp. (Equity Real Estate Investment Trusts (REITs))		119		2,202
Gladstone Land Corp. (Equity Real Estate Investment Trusts (REITs))		98		1,798
Glatfelter Corp. (Paper & Forest Products)		134		373
Glaukos Corp.* (Health Care Equipment & Supplies)		139		6,072
Global Industrial Co. (Trading Companies & Distributors)		40		941
Global Medical REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		186		1,763
Global Net Lease, Inc. (Equity Real Estate Investment Trusts (REITs))		318		3,997
Global Water Resources, Inc. (Water Utilities)		41		544
Globalstar, Inc.* (Diversified Telecommunication Services)		2,085		2,773
GMS, Inc.* (Trading Companies & Distributors)		130		6,474
Gogo, Inc.* (Wireless Telecommunication Services)		151		2,229
Golar LNG, Ltd.* (Oil, Gas & Consumable Fuels)		308		7,019
Golden Entertainment, Inc.* (Hotels, Restaurants & Leisure)		61		2,281
Golden Ocean Group, Ltd. (Marine)		374		3,250
Goosehead Insurance, Inc.* (Insurance)		58		1,992

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap :: 255

Common Stocks, continued

	Shares		Value
GoPro, Inc.*—Class A (Household Durables)		394	$	1,962
Gossamer Bio, Inc.* (Biotechnology)		192		417
GrafTech International, Ltd. (Electrical Equipment)		591		2,813
Graham Holdings Co.—Class B (Diversified Consumer Services)		11		6,645
Granite Construction, Inc. (Construction & Engineering)		135		4,734
Granite Point Mortgage Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		158		847
Gray Television, Inc. (Media)		250		2,798
Great Lakes Dredge & Dock Corp.* (Construction & Engineering)		199		1,184
Great Southern Bancorp, Inc. (Banks)		28		1,666
Green Brick Partners, Inc.* (Household Durables)		83		2,011
Green Dot Corp.*—Class A (Consumer Finance)		143		2,262
Green Plains, Inc.* (Oil, Gas & Consumable Fuels)		164		5,002
Greene County Bancorp, Inc. (Thrifts & Mortgage Finance)		10		574
Greenidge Generation Holdings, Inc.* (Software)		44		13
GreenLight Biosciences Holdings PBC*(a) (Biotechnology)		272		321
Greenlight Capital Re, Ltd.*—Class A (Insurance)		80		652
Greif, Inc.—Class A (Containers & Packaging)		76		5,096
Greif, Inc.—Class B (Containers & Packaging)		16		1,252
Grid Dynamics Holdings, Inc.* (IT Services)		163		1,829
Griffon Corp. (Building Products)		140		5,011
Group 1 Automotive, Inc. (Specialty Retail)		43		7,756
Groupon, Inc.*(a) (Internet & Direct Marketing Retail)		66		566
GrowGeneration Corp.* (Specialty Retail)		175		686
Guaranty Bancshares, Inc. (Banks)		25		866
Guess?, Inc. (Specialty Retail)		95		1,966
Gulfport Energy Corp.* (Oil, Gas & Consumable Fuels)		33		2,430
H&E Equipment Services, Inc. (Trading Companies & Distributors)		97		4,404
H.B. Fuller Co. (Chemicals)		162		11,602
Haemonetics Corp.* (Health Care Equipment & Supplies)		155		12,191
Halozyme Therapeutics, Inc.* (Biotechnology)		406		23,100
Hamilton Lane, Inc. (Capital Markets)		110		7,027
Hancock Whitney Corp. (Banks)		263		12,727
Hanmi Financial Corp. (Banks)		92		2,277
Hannon Armstrong Sustainable Infrastructure Capital, Inc.—Class I (Mortgage Real Estate Investment Trusts (REITs))		265		7,679
HarborOne Bancorp, Inc. (Banks)		133		1,849
Harmonic, Inc.* (Communications Equipment)		281		3,681
Harmony Biosciences Holdings, Inc.* (Pharmaceuticals)		80		4,408
Harsco Corp.* (Machinery)		239		1,503
Haverty Furniture Cos., Inc. (Specialty Retail)		44		1,316
Hawaiian Holdings, Inc.* (Airlines)		154		1,580
Hawkins, Inc. (Chemicals)		59		2,277
Haynes International, Inc. (Metals & Mining)		37		1,691
HBT Financial, Inc. (Banks)		31		607
HCI Group, Inc.(a) (Insurance)		19		752
Health Catalyst, Inc.* (Health Care Technology)		167		1,775
Healthcare Services Group, Inc. (Commercial Services & Supplies)		226		2,712
HealthEquity, Inc.* (Health Care Providers & Services)		253		15,596
HealthStream, Inc.* (Health Care Technology)		74		1,838
Heartland Express, Inc. (Road & Rail)		142		2,178
Heartland Financial USA, Inc. (Banks)		125		5,828
Hecla Mining Co. (Metals & Mining)		1,686		9,374
Heidrick & Struggles International, Inc. (Professional Services)		60		1,678
Helen of Troy, Ltd.* (Household Durables)		72		7,986
Heliogen, Inc.* (Electrical Equipment)		277		193
Helios Technologies, Inc. (Machinery)		99		5,390
Helix Energy Solutions Group, Inc.* (Energy Equipment & Services)		436		3,218
Helmerich & Payne, Inc. (Energy Equipment & Services)		313		15,516
Herbalife Nutrition, Ltd.* (Personal Products)		299		4,449
Herc Holdings, Inc. (Trading Companies & Distributors)		77		10,131
Heritage Commerce Corp. (Banks)		179		2,327
Heritage Financial Corp. (Banks)		105		3,217
Heritage-Crystal Clean, Inc.* (Commercial Services & Supplies)		48		1,559
Heron Therapeutics, Inc.* (Biotechnology)		314		785
Hersha Hospitality Trust (Equity Real Estate Investment Trusts (REITs))		96		818
Heska Corp.* (Health Care Equipment & Supplies)		29		1,803
HF Foods Group, Inc.* (Food & Staples Retailing)		110		447
Hibbett, Inc. (Specialty Retail)		39		2,661
HighPeak Energy, Inc. (Oil, Gas & Consumable Fuels)		21		480
Hillenbrand, Inc. (Machinery)		211		9,003
HilleVax, Inc.*(a) (Biotechnology)		53		887
Hillman Solutions Corp.* (Machinery)		410		2,956
Hilltop Holdings, Inc. (Banks)		152		4,562
Hilton Grand Vacations, Inc.* (Hotels, Restaurants & Leisure)		262		10,097
Hims & Hers Health, Inc.* (Health Care Providers & Services)		370		2,372
Hingham Institution For Savings The (Thrifts & Mortgage Finance)		4		1,104
Hippo Holdings, Inc.* (Insurance)		52		707
HireRight Holdings Corp.* (Professional Services)		65		771
HNI Corp. (Commercial Services & Supplies)		126		3,582
Holley, Inc.* (Auto Components)		157		333
Home Bancorp, Inc. (Thrifts & Mortgage Finance)		22		881
Home BancShares, Inc. (Banks)		573		13,059
Home Point Capital, Inc. (Thrifts & Mortgage Finance)		24		33
HomeStreet, Inc. (Thrifts & Mortgage Finance)		55		1,517
HomeTrust Bancshares, Inc. (Banks)		43		1,039
Hope Bancorp, Inc. (Banks)		353		4,522
Horace Mann Educators Corp. (Insurance)		125		4,671
Horizon Bancorp, Inc. (Banks)		123		1,855
Hostess Brands, Inc.* (Food Products)		407		9,133
Houlihan Lokey, Inc. (Capital Markets)		152		13,247

See accompanying notes to financial statements.

256  :: ProFund VP Small-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Hovnanian Enterprises, Inc.*—Class A (Household Durables)		16	$	673
Hub Group, Inc.*—Class A (Air Freight & Logistics)		98		7,790
Hudson Technologies, Inc.* (Commercial Services & Supplies)		131		1,326
Humacyte, Inc.* (Biotechnology)		179		378
Huron Consulting Group, Inc.* (Professional Services)		60		4,356
Hycroft Mining Holding Corp.* (Metals & Mining)		466		248
Hydrofarm Holdings Group, Inc.* (Machinery)		133		206
Hyliion Holdings Corp.* (Machinery)		419		980
Hyster-Yale Materials Handling, Inc. (Machinery)		33		835
Hyzon Motors, Inc.*(a) (Machinery)		268		415
I3 Verticals, Inc.*—Class A (IT Services)		67		1,631
IBEX Holdings, Ltd.* (Commercial Services & Supplies)		27		671
ICF International, Inc. (Professional Services)		56		5,547
Ichor Holdings, Ltd.* (Semiconductors & Semiconductor Equipment)		85		2,280
Icosavax, Inc.* (Biotechnology)		68		540
Ideaya Biosciences, Inc.* (Biotechnology)		135		2,453
Identiv, Inc.* (Electronic Equipment, Instruments & Components)		67		485
IDT Corp.*—Class B (Diversified Telecommunication Services)		47		1,324
IES Holdings, Inc.* (Construction & Engineering)		26		925
IGM Biosciences, Inc.* (Biotechnology)		32		544
iHeartMedia, Inc.*—Class A (Media)		367		2,250
Imago Biosciences, Inc.* (Biotechnology)		80		2,876
IMAX Corp.* (Entertainment)		143		2,096
ImmunityBio, Inc.* (Biotechnology)		249		1,262
ImmunoGen, Inc.* (Biotechnology)		654		3,244
Immunovant, Inc.* (Biotechnology)		135		2,396
Impinj, Inc.* (Semiconductors & Semiconductor Equipment)		65		7,097
Inari Medical, Inc.* (Health Care Equipment & Supplies)		147		9,343
Independence Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		685		11,549
Independent Bank Corp. (Banks)		61		1,459
Independent Bank Corp. (Banks)		140		11,820
Independent Bank Group, Inc. (Banks)		109		6,549
indie Semiconductor, Inc.*—Class A (Semiconductors & Semiconductor Equipment)		311		1,813
Indus Realty Trust, Inc. (Real Estate Management & Development)		16		1,016
Industrial Logistics Properties Trust (Equity Real Estate Investment Trusts (REITs))		198		647
Infinera Corp.* (Communications Equipment)		589		3,970
Information Services Group, Inc. (IT Services)		107		492
Ingevity Corp.* (Chemicals)		114		8,030
Ingles Markets, Inc. (Food & Staples Retailing)		43		4,148
Inhibrx, Inc.* (Biotechnology)		99		2,439
Innospec, Inc. (Chemicals)		75		7,715
Innovage Holding Corp.* (Health Care Providers & Services)		58		416
Innovative Industrial Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		85		8,615
Innovid Corp.* (Media)		233		398
Innoviva, Inc.* (Pharmaceuticals)		193		2,557
Inogen, Inc.* (Health Care Equipment & Supplies)		70		1,380
Inotiv, Inc.*(a) (Life Sciences Tools & Services)		53		262
Inovio Pharmaceuticals, Inc.* (Biotechnology)		753		1,175
Inseego Corp.* (Communications Equipment)		263		222
Insight Enterprises, Inc.* (Electronic Equipment, Instruments & Components)		96		9,626
Insmed, Inc.* (Biotechnology)		412		8,232
Insperity, Inc. (Professional Services)		111		12,609
Inspirato, Inc.*(a) (Hotels, Restaurants & Leisure)		63		75
Inspire Medical Systems, Inc.* (Health Care Technology)		86		21,662
Inspired Entertainment, Inc.* (Hotels, Restaurants & Leisure)		65		824
Installed Building Products, Inc. (Household Durables)		73		6,249
Insteel Industries, Inc. (Building Products)		57		1,569
Instil Bio, Inc.* (Biotechnology)		212		134
Instructure Holdings, Inc.* (Software)		53		1,242
Intapp, Inc.* (Software)		44		1,097
Integer Holdings Corp.* (Health Care Equipment & Supplies)		100		6,846
Integral Ad Science Holding Corp.* (Media)		116		1,020
Intellia Therapeutics, Inc.* (Biotechnology)		259		9,037
Inter Parfums, Inc. (Personal Products)		55		5,309
Intercept Pharmaceuticals, Inc.* (Biotechnology)		75		928
InterDigital, Inc. (Communications Equipment)		91		4,503
Interface, Inc. (Commercial Services & Supplies)		175		1,727
International Bancshares Corp. (Banks)		163		7,459
International Game Technology PLC (Hotels, Restaurants & Leisure)		299		6,781
International Money Express, Inc.* (IT Services)		95		2,315
International Seaways, Inc. (Oil, Gas & Consumable Fuels)		148		5,479
Intra-Cellular Therapies, Inc.* (Pharmaceuticals)		279		14,764
Intrepid Potash, Inc.* (Chemicals)		34		982
InvenTrust Properties Corp. (Equity Real Estate Investment Trusts (REITs))		207		4,900
Invesco Mortgage Capital, Inc. (Mortgage Real Estate Investment Trusts (REITs))		108		1,375
Investors Title Co. (Insurance)		4		590
Invitae Corp.* (Biotechnology)		743		1,382
Invivyd, Inc.* (Biotechnology)		156		234
IonQ, Inc.* (Technology Hardware, Storage & Peripherals)		362		1,249
Iovance Biotherapeutics, Inc.* (Biotechnology)		459		2,933
iRadimed Corp. (Health Care Equipment & Supplies)		22		622
iRhythm Technologies, Inc.* (Health Care Equipment & Supplies)		92		8,618
Iridium Communications, Inc.* (Diversified Telecommunication Services)		381		19,584
iRobot Corp.* (Household Durables)		82		3,947
IronNet, Inc.* (Software)		200		46
Ironwood Pharmaceuticals, Inc.* (Biotechnology)		417		5,167

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap :: 257

Common Stocks, continued

	Shares		Value
iStar, Inc. (Equity Real Estate Investment Trusts (REITs))		211	$	1,610
iTeos Therapeutics, Inc.* (Biotechnology)		72		1,406
Itron, Inc.* (Electronic Equipment, Instruments & Components)		138		6,990
Ivanhoe Electric, Inc.* (Metals & Mining)		44		535
IVERIC bio, Inc.* (Biotechnology)		410		8,778
J & J Snack Foods Corp. (Food Products)		46		6,887
Jack in the Box, Inc. (Hotels, Restaurants & Leisure)		65		4,435
Jackson Financial, Inc.—Class A (Diversified Financial Services)		228		7,932
James River Group Holdings, Ltd. (Insurance)		112		2,342
Janus International Group, Inc.* (Building Products)		249		2,370
Janux Therapeutics, Inc.* (Biotechnology)		52		685
JELD-WEN Holding, Inc.* (Building Products)		254		2,451
JOANN, Inc. (Specialty Retail)		34		97
Joby Aviation, Inc.*(a) (Airlines)		785		2,630
John B Sanfilippo & Son, Inc. (Food Products)		27		2,196
John Bean Technologies Corp. (Machinery)		96		8,768
John Marshall Bancorp, Inc. (Banks)		35		1,007
John Wiley & Sons, Inc.—Class A (Media)		131		5,247
Johnson Outdoors, Inc.—Class A (Leisure Products)		16		1,058
Jounce Therapeutics, Inc.* (Biotechnology)		128		142
Kadant, Inc. (Machinery)		35		6,217
Kaiser Aluminum Corp. (Metals & Mining)		48		3,646
Kaleyra, Inc.* (Software)		96		72
KalVista Pharmaceuticals, Inc.* (Biotechnology)		75		507
Kaman Corp.—Class A (Trading Companies & Distributors)		85		1,896
KAR Auction Services, Inc.* (Commercial Services & Supplies)		329		4,293
Karat Packaging, Inc. (Trading Companies & Distributors)		17		244
Karuna Therapeutics, Inc.* (Biotechnology)		92		18,077
Karyopharm Therapeutics, Inc.* (Biotechnology)		237		806
KB Home (Household Durables)		236		7,517
Kearny Financial Corp. (Thrifts & Mortgage Finance)		181		1,837
Kelly Services, Inc.—Class A (Professional Services)		103		1,741
Kennametal, Inc. (Machinery)		248		5,967
Kennedy-Wilson Holdings, Inc. (Real Estate Management & Development)		360		5,662
Keros Therapeutics, Inc.* (Biotechnology)		59		2,833
Kezar Life Sciences, Inc.* (Biotechnology)		160		1,126
Kforce, Inc. (Professional Services)		60		3,290
Kimball Electronics, Inc.* (Electronic Equipment, Instruments & Components)		73		1,649
Kimball International, Inc.—Class B (Commercial Services & Supplies)		110		715
Kinetik Holdings, Inc.—Class A (Oil, Gas & Consumable Fuels)		51		1,687
Kiniksa Pharmaceuticals, Ltd.*—Class A (Biotechnology)		95		1,423
Kinnate Biopharma, Inc.* (Biotechnology)		89		543
Kinsale Capital Group, Inc. (Insurance)		66		17,261
Kite Realty Group Trust (Equity Real Estate Investment Trusts (REITs))		664		13,977
KKR Real Estate Finance Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		174		2,429
KnowBe4, Inc.*—Class A (Software)		222		5,501
Knowles Corp.* (Electronic Equipment, Instruments & Components)		273		4,483
Kodiak Sciences, Inc.* (Biotechnology)		102		730
Kontoor Brands, Inc. (Textiles, Apparel & Luxury Goods)		169		6,758
Koppers Holdings, Inc. (Chemicals)		62		1,748
KORE Group Holdings, Inc.* (Wireless Telecommunication Services)		128		161
Korn Ferry (Professional Services)		162		8,200
Kosmos Energy, Ltd.* (Oil, Gas & Consumable Fuels)		1,376		8,751
Kratos Defense & Security Solutions, Inc.* (Aerospace & Defense)		377		3,891
Krispy Kreme, Inc. (Hotels, Restaurants & Leisure)		219		2,260
Kronos Bio, Inc.* (Chemicals)		124		201
Kronos Worldwide, Inc. (Chemicals)		68		639
Krystal Biotech, Inc.* (Biotechnology)		65		5,149
Kulicke & Soffa Industries, Inc. (Semiconductors & Semiconductor Equipment)		174		7,701
Kura Oncology, Inc.* (Biotechnology)		198		2,457
Kura Sushi USA, Inc.*—Class A (Hotels, Restaurants & Leisure)		14		668
Kymera Therapeutics, Inc.* (Biotechnology)		115		2,870
Ladder Capital Corp. (Mortgage Real Estate Investment Trusts (REITs))		346		3,474
Lakeland Bancorp, Inc. (Banks)		190		3,346
Lakeland Financial Corp. (Banks)		75		5,473
Lancaster Colony Corp. (Food Products)		59		11,640
Lands' End, Inc.* (Internet & Direct Marketing Retail)		47		357
Landsea Homes Corp.* (Household Durables)		29		151
Lantheus Holdings, Inc.* (Health Care Equipment & Supplies)		208		10,600
Laredo Petroleum, Inc.* (Oil, Gas & Consumable Fuels)		51		2,622
Latch, Inc.* (Software)		331		235
Latham Group, Inc.* (Leisure Products)		131		422
Laureate Education, Inc.—Class A (Diversified Consumer Services)		410		3,944
Lawson Products, Inc.* (Trading Companies & Distributors)		15		553
La-Z-Boy, Inc. (Household Durables)		131		2,989
LCI Industries (Auto Components)		76		7,026
Leafly Holdings, Inc.* (Interactive Media & Services)		93		61
Legacy Housing Corp.* (Household Durables)		27		512
Legalzoom.com, Inc.* (Professional Services)		292		2,260
LeMaitre Vascular, Inc. (Health Care Equipment & Supplies)		59		2,715
Lemonade, Inc.* (Insurance)		143		1,956
LendingClub Corp.* (Consumer Finance)		317		2,790
LendingTree, Inc.* (Thrifts & Mortgage Finance)		32		683
Lexicon Pharmaceuticals, Inc.* (Biotechnology)		254		485
LGI Homes, Inc.* (Household Durables)		63		5,834
LHC Group, Inc.* (Health Care Providers & Services)		91		14,714

See accompanying notes to financial statements.

258  :: ProFund VP Small-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Liberty Energy, Inc. (Energy Equipment & Services)		424	$	6,788
Liberty Latin America, Ltd.*—Class A (Media)		117		881
Liberty Latin America, Ltd.*—Class C (Media)		445		3,382
Liberty Media Corp-Liberty Braves*—Class A (Entertainment)		31		1,013
Liberty Media Corp-Liberty Braves*—Class C (Entertainment)		115		3,707
Li-Cycle Holdings Corp.* (Commercial Services & Supplies)		417		1,985
Life Time Group Holdings, Inc.* (Hotels, Restaurants & Leisure)		128		1,531
Lifecore Biomedical, Inc.* (Food Products)		80		518
LifeStance Health Group, Inc.* (Health Care Providers & Services)		220		1,087
Lifetime Brands, Inc. (Household Durables)		39		296
Ligand Pharmaceuticals, Inc.* (Biotechnology)		46		3,073
Light & Wonder, Inc.* (Hotels, Restaurants & Leisure)		288		16,877
Lightning eMotors, Inc.* (Machinery)		121		44
Lightwave Logic, Inc.* (Electronic Equipment, Instruments & Components)		344		1,483
Limelight Networks, Inc.* (IT Services)		418		472
Lindblad Expeditions Holdings, Inc.* (Hotels, Restaurants & Leisure)		102		785
Lindsay Corp. (Machinery)		34		5,537
Lions Gate Entertainment Corp.*—Class A (Entertainment)		178		1,016
Lions Gate Entertainment Corp.*—Class B (Entertainment)		352		1,911
Liquidia Corp.* (Pharmaceuticals)		145		924
Liquidity Services, Inc.* (Internet & Direct Marketing Retail)		74		1,040
LivaNova PLC* (Health Care Equipment & Supplies)		164		9,109
Live Oak Bancshares, Inc. (Banks)		100		3,020
Livent Corp.* (Chemicals)		494		9,816
LivePerson, Inc.* (Software)		214		2,170
LiveRamp Holdings, Inc.* (IT Services)		201		4,711
LiveVox Holdings, Inc.* (Software)		69		205
LL Flooring Holdings, Inc.* (Specialty Retail)		88		495
Local Bounti Corp.*(a) (Food Products)		197		274
Lordstown Motors Corp.*—Class A (Automobiles)		537		612
Loyalty Ventures, Inc.* (Media)		61		147
LSB Industries, Inc.* (Chemicals)		225		2,993
LTC Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		122		4,335
Lulu's Fashion Lounge Holdings, Inc.* (Internet & Direct Marketing Retail)		51		128
Luminar Technologies, Inc.* (Auto Components)		765		3,787
Luther Burbank Corp. (Thrifts & Mortgage Finance)		45		500
Luxfer Holdings PLC (Machinery)		83		1,139
LXP Industrial Trust (Equity Real Estate Investment Trusts (REITs))		829		8,307
Lyell Immunopharma, Inc.* (Biotechnology)		527		1,829
M.D.C Holdings, Inc. (Household Durables)		174		5,498
M/I Homes, Inc.* (Household Durables)		81		3,741
Macatawa Bank Corp. (Banks)		80		882
MACOM Technology Solutions Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		154		9,699
MacroGenics, Inc.* (Biotechnology)		184		1,235
Madison Square Garden Entertainment Corp.* (Entertainment)		79		3,554
Madrigal Pharmaceuticals, Inc.* (Biotechnology)		39		11,320
Magnite, Inc.* (Media)		403		4,267
Magnolia Oil & Gas Corp. (Oil, Gas & Consumable Fuels)		532		12,475
Malibu Boats, Inc.* (Leisure Products)		62		3,305
MannKind Corp.* (Biotechnology)		776		4,090
Marathon Digital Holdings, Inc.*(a) (IT Services)		357		1,221
Marcus & Millichap, Inc. (Real Estate Management & Development)		77		2,653
Marine Products Corp. (Leisure Products)		25		294
MarineMax, Inc.* (Specialty Retail)		64		1,998
MarketWise, Inc.* (Capital Markets)		52		87
Markforged Holding Corp.* (Machinery)		347		403
Marqeta, Inc.*—Class A (IT Services)		1,323		8,084
Marten Transport, Ltd. (Road & Rail)		178		3,521
Masonite International Corp.* (Building Products)		68		5,481
MasterCraft Boat Holdings, Inc.* (Leisure Products)		54		1,397
Matador Resources Co. (Oil, Gas & Consumable Fuels)		343		19,634
Materion Corp. (Metals & Mining)		62		5,426
Mativ Holdings, Inc. (Paper & Forest Products)		166		3,469
Matson, Inc. (Marine)		114		7,127
Matterport, Inc.* (Software)		683		1,912
Matthews International Corp.—Class A (Commercial Services & Supplies)		91		2,770
Maxar Technologies, Inc. (Aerospace & Defense)		224		11,589
MaxCyte, Inc.* (Biotechnology)		265		1,447
MAXIMUS, Inc. (IT Services)		185		13,566
MaxLinear, Inc.*—Class A (Semiconductors & Semiconductor Equipment)		222		7,537
MBIA, Inc.* (Insurance)		146		1,876
McGrath RentCorp (Trading Companies & Distributors)		74		7,307
MediaAlpha, Inc.*—Class A (Interactive Media & Services)		75		746
Medifast, Inc. (Personal Products)		33		3,807
Medpace Holdings, Inc.* (Life Sciences Tools & Services)		77		16,355
MeiraGTx Holdings PLC* (Biotechnology)		92		600
Mercantile Bank Corp. (Banks)		47		1,574
Merchants Bancorp (Thrifts & Mortgage Finance)		48		1,167
Mercury General Corp. (Insurance)		82		2,804
Meridian Bioscience, Inc.* (Health Care Equipment & Supplies)		131		4,351
MeridianLink, Inc.* (Software)		70		961
Merit Medical Systems, Inc.* (Health Care Equipment & Supplies)		170		12,005
Meritage Homes Corp.* (Household Durables)		111		10,233
Mersana Therapeutics, Inc.* (Biotechnology)		282		1,653
Mesa Laboratories, Inc. (Health Care Equipment & Supplies)		16		2,659
Methode Electronics, Inc. (Electronic Equipment, Instruments & Components)		110		4,881
Metrocity Bankshares, Inc. (Banks)		57		1,233
Metropolitan Bank Holding Corp.* (Banks)		31		1,819

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap :: 259

Common Stocks, continued

	Shares		Value
MFA Financial, Inc. (Mortgage Real Estate Investment Trusts (REITs))		313	$	3,083
MGE Energy, Inc. (Electric Utilities)		111		7,814
MGP Ingredients, Inc. (Beverages)		43		4,574
MicroStrategy, Inc.* (Software)		29		4,106
Microvast Holdings, Inc.* (Machinery)		525		803
MicroVision, Inc.* (Electronic Equipment, Instruments & Components)		505		1,187
Mid Penn Bancorp, Inc. (Banks)		44		1,319
Middlesex Water Co. (Water Utilities)		53		4,170
Midland States Bancorp, Inc. (Banks)		65		1,730
MidWestOne Financial Group, Inc. (Banks)		43		1,365
Miller Industries, Inc. (Machinery)		34		906
MillerKnoll, Inc. (Commercial Services & Supplies)		232		4,874
MiMedx Group, Inc.* (Biotechnology)		344		956
Minerals Technologies, Inc. (Chemicals)		99		6,011
Mirion Technologies, Inc.* (Electronic Equipment, Instruments & Components)		417		2,756
Mirum Pharmaceuticals, Inc.* (Biotechnology)		56		1,092
Mission Produce, Inc.* (Food Products)		122		1,418
Mitek System, Inc.* (Software)		129		1,250
Model N, Inc.* (Software)		112		4,543
Modine Manufacturing Co.* (Auto Components)		152		3,019
ModivCare, Inc.* (Health Care Providers & Services)		39		3,499
Moelis & Co. (Capital Markets)		194		7,444
Momentive Global, Inc.* (Software)		397		2,779
Momentus, Inc.*(a) (Aerospace & Defense)		171		133
Monarch Casino & Resort, Inc.* (Hotels, Restaurants & Leisure)		41		3,152
MoneyGram International, Inc.* (IT Services)		286		3,115
Moneylion, Inc.* (IT Services)		444		275
Monro, Inc. (Specialty Retail)		95		4,294
Montauk Renewables, Inc.* (Independent Power and Renewable Electricity Producers)		196		2,162
Monte Rosa Therapeutics, Inc.* (Biotechnology)		91		693
Montrose Environmental Group, Inc.* (Commercial Services & Supplies)		84		3,729
Moog, Inc.—Class A (Aerospace & Defense)		87		7,634
Morphic Holding, Inc.* (Biotechnology)		78		2,087
Motorcar Parts of America, Inc.* (Auto Components)		58		688
Movado Group, Inc. (Textiles, Apparel & Luxury Goods)		47		1,516
Mr. Cooper Group, Inc.* (Thrifts & Mortgage Finance)		211		8,467
MRC Global, Inc.* (Trading Companies & Distributors)		253		2,930
Mueller Industries, Inc. (Machinery)		171		10,089
Mueller Water Products, Inc.—Class A (Machinery)		475		5,111
Mullen Automotive, Inc.*(a) (Software)		1,007		288
Multiplan Corp.* (Health Care Technology)		1,152		1,325
Murphy Oil Corp. (Oil, Gas & Consumable Fuels)		449		19,312
Murphy USA, Inc. (Specialty Retail)		64		17,890
MVB Financial Corp. (Banks)		31		683
Myers Industries, Inc. (Containers & Packaging)		111		2,468
MYR Group, Inc.* (Construction & Engineering)		50		4,604
Myriad Genetics, Inc.* (Biotechnology)		242		3,511
N-able, Inc.* (Software)		208		2,138
Nabors Industries, Ltd.* (Energy Equipment & Services)		28		4,336
NACCO Industries, Inc.—Class A (Oil, Gas & Consumable Fuels)		12		456
NanoString Technologies, Inc.* (Life Sciences Tools & Services)		142		1,132
Nano-X Imaging, Ltd.* (Health Care Equipment & Supplies)		139		1,026
Napco Security Technologies, Inc.* (Electronic Equipment, Instruments & Components)		90		2,473
National Bank Holdings Corp. (Banks)		89		3,744
National Beverage Corp.* (Beverages)		72		3,350
National Energy Services Reunited Corp.* (Energy Equipment & Services)		116		805
National Health Investors, Inc. (Equity Real Estate Investment Trusts (REITs))		127		6,632
National Healthcare Corp. (Health Care Providers & Services)		38		2,261
National Presto Industries, Inc. (Aerospace & Defense)		16		1,095
National Research Corp. (Health Care Providers & Services)		43		1,604
National Vision Holdings, Inc.* (Specialty Retail)		239		9,264
National Western Life Group, Inc.—Class A (Insurance)		7		1,967
Natural Grocers by Vitamin Cottage, Inc. (Food & Staples Retailing)		28		256
Nature's Sunshine Products, Inc.* (Personal Products)		41		341
Nautilus Biotechnology, Inc.* (Life Sciences Tools & Services)		145		261
Navient Corp. (Consumer Finance)		325		5,346
NBT Bancorp, Inc. (Banks)		127		5,514
Nektar Therapeutics* (Pharmaceuticals)		553		1,250
Nelnet, Inc.—Class A (Consumer Finance)		44		3,993
NEOGAMES SA* (Hotels, Restaurants & Leisure)		40		488
Neogen Corp.* (Health Care Equipment & Supplies)		661		10,067
NeoGenomics, Inc.* (Life Sciences Tools & Services)		384		3,548
NerdWallet, Inc.*—Class A (Interactive Media & Services)		79		758
Nerdy, Inc.* (Diversified Consumer Services)		170		383
NETGEAR, Inc.* (Communications Equipment)		86		1,557
NetScout Systems, Inc.* (Communications Equipment)		210		6,827
NETSTREIT Corp. (Equity Real Estate Investment Trusts (REITs))		168		3,079
Nevro Corp.* (Health Care Equipment & Supplies)		106		4,198
New Jersey Resources Corp. (Gas Utilities)		293		14,538
New York Mortgage Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		1,128		2,888
Newmark Group, Inc. (Real Estate Management & Development)		412		3,284
Newpark Resources, Inc.* (Energy Equipment & Services)		263		1,091
Nexpoint Real Estate Finance, Inc. (Mortgage Real Estate Investment Trusts (REITs))		24		381
Nexpoint Residential Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		69		3,003

See accompanying notes to financial statements.

260  :: ProFund VP Small-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
NextDecade Corp.* (Oil, Gas & Consumable Fuels)		110	$	543
NextGen Healthcare, Inc.* (Health Care Technology)		173		3,249
NexTier Oilfield Solutions, Inc.* (Energy Equipment & Services)		535		4,943
NextNav, Inc.* (Software)		204		598
NGM Biopharmaceuticals, Inc.* (Pharmaceuticals)		123		617
NI Holdings, Inc.* (Insurance)		26		345
Nicolet Bankshares, Inc.* (Banks)		37		2,952
Nikola Corp.*(a) (Machinery)		1,033		2,231
Nkarta, Inc.* (Biotechnology)		100		599
NL Industries, Inc. (Commercial Services & Supplies)		25		170
nLight, Inc.* (Electronic Equipment, Instruments & Components)		135		1,369
NMI Holdings, Inc.*—Class A (Thrifts & Mortgage Finance)		250		5,225
Noble Corp. PLC* (Energy Equipment & Services)		257		9,691
Noodles & Co.* (Hotels, Restaurants & Leisure)		125		686
Nordic American Tankers, Ltd. (Oil, Gas & Consumable Fuels)		626		1,916
Northeast Bank (Banks)		20		842
Northern Oil And Gas, Inc. (Oil, Gas & Consumable Fuels)		201		6,195
Northfield Bancorp, Inc. (Thrifts & Mortgage Finance)		130		2,045
Northwest Bancshares, Inc. (Thrifts & Mortgage Finance)		370		5,173
Northwest Natural Holding Co. (Gas Utilities)		106		5,045
Northwest Pipe Co.* (Construction & Engineering)		30		1,011
NorthWestern Corp. (Multi-Utilities)		177		10,503
Novagold Resources, Inc.* (Metals & Mining)		729		4,359
Novanta, Inc.* (Electronic Equipment, Instruments & Components)		108		14,673
NOW, Inc.* (Trading Companies & Distributors)		336		4,267
Nu Skin Enterprises, Inc.—Class A (Personal Products)		150		6,324
Nurix Therapeutics, Inc.* (Biotechnology)		141		1,548
NuScale Power Corp.* (Electrical Equipment)		96		985
Nutex Health, Inc.* (Health Care Technology)		764		1,452
Nuvalent, Inc.*(a)—Class A (Biotechnology)		61		1,817
NuVasive, Inc.* (Health Care Equipment & Supplies)		160		6,598
Nuvation Bio, Inc.* (Pharmaceuticals)		355		682
NV5 Global, Inc.* (Construction & Engineering)		41		5,425
Oceaneering International, Inc.* (Energy Equipment & Services)		305		5,334
Oceanfirst Financial Corp. (Thrifts & Mortgage Finance)		177		3,761
Ocugen, Inc.* (Biotechnology)		662		861
Ocular Therapeutix, Inc.* (Pharmaceuticals)		235		660
Offerpad Solutions, Inc.*(a) (Real Estate Management & Development)		208		96
Office Properties Income Trust (Equity Real Estate Investment Trusts (REITs))		146		1,949
OFG Bancorp (Banks)		142		3,914
O-I Glass, Inc.* (Containers & Packaging)		474		7,853
Oil States International, Inc.* (Energy Equipment & Services)		192		1,432
Old National Bancorp (Banks)		894		16,073
Old Second Bancorp, Inc. (Banks)		129		2,069
Olo, Inc.*—Class A (Software)		274		1,713
Olympic Steel, Inc. (Metals & Mining)		29		974
Omega Flex, Inc. (Machinery)		10		933
OmniAb, Inc.* (Life Sciences Tools & Services)		235		846
Omnicell, Inc.* (Health Care Technology)		135		6,807
ON24, Inc.* (Software)		127		1,096
Ondas Holdings, Inc.*(a) (Communications Equipment)		108		172
ONE Gas, Inc. (Gas Utilities)		164		12,418
One Liberty Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		50		1,111
OneSpan, Inc.* (Software)		121		1,354
OneSpaWorld Holdings, Ltd.* (Diversified Consumer Services)		202		1,885
Onewater Marine, Inc.* (Specialty Retail)		34		972
Onto Innovation, Inc.* (Semiconductors & Semiconductor Equipment)		151		10,282
Ooma, Inc.* (Diversified Telecommunication Services)		70		953
Open Lending Corp.*—Class A (Capital Markets)		322		2,174
OPKO Health, Inc.* (Biotechnology)		1,230		1,538
Oportun Financial Corp.* (Consumer Finance)		86		474
Oppenheimer Holdings, Inc.—Class A (Capital Markets)		24		1,016
OppFi, Inc.* (Consumer Finance)		42		86
OptimizeRx Corp.* (Health Care Technology)		51		857
Option Care Health, Inc.* (Health Care Providers & Services)		476		14,323
OraSure Technologies, Inc.* (Health Care Equipment & Supplies)		219		1,056
Orchid Island Capital, Inc.(a) (Mortgage Real Estate Investment Trusts (REITs))		102		1,071
Organogenesis Holdings, Inc.* (Biotechnology)		216		581
Origin Bancorp, Inc. (Banks)		68		2,496
Origin Materials, Inc.* (Chemicals)		320		1,475
Orion Engineered Carbons SA (Chemicals)		184		3,277
Orion Office REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		174		1,486
Ormat Technologies, Inc. (Independent Power and Renewable Electricity Producers)		150		12,971
Orrstown Financial Services, Inc. (Banks)		31		718
Orthofix Medical, Inc.* (Health Care Equipment & Supplies)		59		1,211
OrthoPediatrics Corp.* (Health Care Equipment & Supplies)		46		1,828
Oscar Health, Inc.*—Class A (Insurance)		368		905
OSI Systems, Inc.* (Electronic Equipment, Instruments & Components)		49		3,896
Otter Tail Corp. (Electric Utilities)		125		7,339
Ouster, Inc.* (Electronic Equipment, Instruments & Components)		442		381
Outbrain, Inc.* (Interactive Media & Services)		111		402
Outfront Media, Inc. (Equity Real Estate Investment Trusts (REITs))		446		7,395
Outlook Therapeutics, Inc.* (Biotechnology)		361		390
Outset Medical, Inc.* (Health Care Equipment & Supplies)		148		3,821

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap :: 261

Common Stocks, continued

	Shares		Value
Overstock.com, Inc.* (Internet & Direct Marketing Retail)		130	$	2,517
Owens & Minor, Inc.* (Health Care Providers & Services)		225		4,394
Owlet, Inc.* (Health Care Equipment & Supplies)		50		28
Oxford Industries, Inc. (Textiles, Apparel & Luxury Goods)		46		4,286
P3 Health Partners, Inc.* (Health Care Providers & Services)		74		136
Pacific Biosciences of California, Inc.* (Life Sciences Tools & Services)		688		5,627
Pacific Premier Bancorp, Inc. (Banks)		286		9,026
Pacira BioSciences, Inc.* (Pharmaceuticals)		137		5,290
Pactiv Evergreen, Inc. (Containers & Packaging)		132		1,500
PagerDuty, Inc.* (Software)		264		7,012
Palomar Holdings, Inc.* (Insurance)		74		3,342
PAM Transportation Services, Inc. (Road & Rail)		20		518
Papa John's International, Inc. (Hotels, Restaurants & Leisure)		99		8,149
Par Pacific Holdings, Inc.* (Oil, Gas & Consumable Fuels)		149		3,464
PAR Technology Corp.*(a) (Electronic Equipment, Instruments & Components)		81		2,112
Paragon 28, Inc.* (Health Care Equipment & Supplies)		141		2,695
Paramount Group, Inc. (Equity Real Estate Investment Trusts (REITs))		571		3,392
Pardes Biosciences, Inc.* (Biotechnology)		105		177
Park Aerospace Corp. (Aerospace & Defense)		60		805
Park National Corp. (Banks)		44		6,193
Parke Bancorp, Inc. (Banks)		31		643
Parsons Corp.* (Aerospace & Defense)		103		4,764
Party City Holdco, Inc.* (Specialty Retail)		332		121
Pathward Financial, Inc. (Thrifts & Mortgage Finance)		87		3,745
Patrick Industries, Inc. (Auto Components)		66		4,000
Patterson Cos., Inc. (Health Care Providers & Services)		266		7,456
Patterson-UTI Energy, Inc. (Energy Equipment & Services)		654		11,014
Paya Holdings, Inc.* (IT Services)		267		2,101
Payoneer Global, Inc.* (IT Services)		672		3,676
Paysafe, Ltd.* (IT Services)		87		1,208
PBF Energy, Inc.—Class A (Oil, Gas & Consumable Fuels)		299		12,193
PC Connection, Inc. (Electronic Equipment, Instruments & Components)		34		1,595
PCB Bancorp (Banks)		35		619
PDF Solutions, Inc.* (Semiconductors & Semiconductor Equipment)		92		2,624
Peabody Energy Corp.* (Oil, Gas & Consumable Fuels)		359		9,485
Peapack Gladstone Financial Corp. (Banks)		52		1,935
Pear Therapeutics, Inc.* (Health Care Technology)		209		247
Pebblebrook Hotel Trust (Equity Real Estate Investment Trusts (REITs))		396		5,302
Pediatrix Medical Group, Inc.* (Health Care Providers & Services)		249		3,700
Pennymac Financial Services, Inc. (Thrifts & Mortgage Finance)		82		4,646
PennyMac Mortgage Investment Trust (Mortgage Real Estate Investment Trusts (REITs))		271		3,358
Peoples Bancorp, Inc. (Banks)		85		2,401
Peoples Financial Services Corp. (Banks)		21		1,089
PepGen, Inc.* (Biotechnology)		46		615
Perdoceo Education Corp.* (Diversified Consumer Services)		205		2,850
Perella Weinberg Partners (Capital Markets)		113		1,107
Perficient, Inc.* (IT Services)		104		7,262
Perimeter Solutions SA* (Chemicals)		358		3,272
Permian Resources Corp. (Oil, Gas & Consumable Fuels)		634		5,960
Petiq, Inc.* (Health Care Providers & Services)		83		765
PetMed Express, Inc. (Internet & Direct Marketing Retail)		62		1,097
PFSweb, Inc. (IT Services)		51		314
PGT Innovations, Inc.* (Building Products)		176		3,161
Phathom Pharmaceuticals, Inc.* (Pharmaceuticals)		75		842
Phibro Animal Health Corp.—Class A (Pharmaceuticals)		62		831
Phillips Edison & Co., Inc. (Equity Real Estate Investment Trusts (REITs))		357		11,367
Photronics, Inc.* (Semiconductors & Semiconductor Equipment)		183		3,080
Phreesia, Inc.* (Health Care Technology)		151		4,886
Physicians Realty Trust (Equity Real Estate Investment Trusts (REITs))		695		10,057
Piedmont Lithium, Inc.* (Metals & Mining)		53		2,333
Piedmont Office Realty Trust, Inc.—Class A (Equity Real Estate Investment Trusts (REITs))		375		3,439
Pioneer Bancorp, Inc.* (Thrifts & Mortgage Finance)		35		399
Piper Sandler Cos. (Capital Markets)		53		6,900
Pitney Bowes, Inc. (Commercial Services & Supplies)		528		2,006
PJT Partners, Inc.—Class A (Capital Markets)		72		5,306
Planet Labs PBC* (Professional Services)		474		2,062
Playstudios, Inc.* (Entertainment)		241		935
Plexus Corp.* (Electronic Equipment, Instruments & Components)		84		8,646
Plymouth Industrial REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		115		2,206
PMV Pharmaceuticals, Inc.* (Pharmaceuticals)		112		974
PNM Resources, Inc. (Electric Utilities)		260		12,685
Point Biopharma Global, Inc.* (Biotechnology)		260		1,895
PolyMet Mining Corp.* (Metals & Mining)		89		236
Porch Group, Inc.* (Internet & Direct Marketing Retail)		250		470
Portillo's, Inc.*—Class A (Hotels, Restaurants & Leisure)		85		1,387
Portland General Electric Co. (Electric Utilities)		273		13,378
Poshmark, Inc.*—Class A (Internet & Direct Marketing Retail)		143		2,557
Postal Realty Trust, Inc.—Class A (Equity Real Estate Investment Trusts (REITs))		55		799
PotlatchDeltic Corp. (Equity Real Estate Investment Trusts (REITs))		243		10,690
Powell Industries, Inc. (Electrical Equipment)		28		985
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		173		12,408

See accompanying notes to financial statements.

262  :: ProFund VP Small-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
PowerSchool Holdings, Inc.* (Diversified Consumer Services)		139	$	3,208
PRA Group, Inc.* (Consumer Finance)		117		3,952
Praxis Precision Medicines, Inc.* (Biotechnology)		119		283
Precigen, Inc.* (Biotechnology)		308		468
Preferred Bank (Banks)		41		3,059
Preformed Line Products Co. (Electrical Equipment)		8		666
Premier Financial Corp. (Thrifts & Mortgage Finance)		108		2,913
Prestige Consumer Healthcare, Inc.* (Pharmaceuticals)		152		9,515
PriceSmart, Inc. (Food & Staples Retailing)		75		4,559
Prime Medicine, Inc.* (Biotechnology)		32		595
Primis Financial Corp. (Banks)		68		806
Primo Water Corp. (Beverages)		480		7,459
Primoris Services Corp. (Construction & Engineering)		162		3,554
Priority Technology Holdings, Inc.* (IT Services)		54		284
Privia Health Group, Inc.* (Health Care Providers & Services)		140		3,179
ProAssurance Corp. (Insurance)		164		2,865
PROCEPT BioRobotics Corp.* (Health Care Equipment & Supplies)		79		3,282
Professional Holding Corp.*—Class A (Banks)		40		1,110
ProFrac Holding Corp.*—Class A (Energy Equipment & Services)		71		1,789
PROG Holdings, Inc.* (Consumer Finance)		152		2,567
Progress Software Corp. (Software)		131		6,609
Progyny, Inc.* (Health Care Providers & Services)		230		7,165
Prometheus Biosciences, Inc.* (Biotechnology)		106		11,659
ProPetro Holding Corp.* (Energy Equipment & Services)		266		2,758
PROS Holdings, Inc.* (Software)		125		3,033
Protagonist Therapeutics, Inc.* (Biotechnology)		142		1,549
Proterra, Inc.* (Machinery)		681		2,567
Prothena Corp. PLC* (Biotechnology)		112		6,748
Proto Labs, Inc.* (Machinery)		83		2,119
Provention Bio, Inc.* (Pharmaceuticals)		192		2,029
Provident BanCorp, Inc. (Thrifts & Mortgage Finance)		44		320
Provident Financial Services, Inc. (Thrifts & Mortgage Finance)		223		4,763
PTC Therapeutics, Inc.* (Biotechnology)		214		8,168
PubMatic, Inc.*—Class A (Media)		132		1,691
Pulmonx Corp.* (Health Care Equipment & Supplies)		104		877
Pure Cycle Corp.* (Water Utilities)		59		618
PureCycle Technologies, Inc.* (Chemicals)		324		2,190
Purple Innovation, Inc.* (Household Durables)		167		800
Q2 Holdings, Inc.* (Software)		170		4,568
QCR Holdings, Inc. (Banks)		48		2,383
Quad/Graphics, Inc.* (Commercial Services & Supplies)		99		404
Quaker Chemical Corp. (Chemicals)		41		6,843
Qualys, Inc.* (Software)		118		13,243
Quanex Building Products Corp. (Building Products)		101		2,392
Quanterix Corp.* (Life Sciences Tools & Services)		103		1,427
Quantum-Si, Inc.* (Life Sciences Tools & Services)		278		509
QuinStreet, Inc.* (Interactive Media & Services)		155		2,224
Quotient Technology, Inc.* (Internet & Direct Marketing Retail)		276		947
Qurate Retail, Inc.*—Class A (Internet & Direct Marketing Retail)		1,067		1,739
R1 RCM, Inc.* (Health Care Providers & Services)		458		5,015
Rackspace Technology, Inc.* (IT Services)		176		519
Radian Group, Inc. (Thrifts & Mortgage Finance)		480		9,154
Radiant Logistics, Inc.* (Air Freight & Logistics)		113		575
Radius Global Infrastructure, Inc.*—Class A (Diversified Telecommunication Services)		234		2,766
RadNet, Inc.* (Health Care Providers & Services)		152		2,862
Rallybio Corp.* (Biotechnology)		56		368
Ramaco Resources, Inc. (Metals & Mining)		68		598
Rambus, Inc.* (Semiconductors & Semiconductor Equipment)		326		11,677
Ranger Oil Corp. (Oil, Gas & Consumable Fuels)		58		2,345
Ranpak Holdings Corp.* (Containers & Packaging)		132		762
Rapid7, Inc.* (Software)		180		6,116
RAPT Therapeutics, Inc.* (Biotechnology)		80		1,584
Rayonier Advanced Materials, Inc.* (Chemicals)		188		1,805
RBB Bancorp (Banks)		45		938
RBC Bearings, Inc.* (Machinery)		87		18,214
RCI Hospitality Holdings, Inc. (Hotels, Restaurants & Leisure)		26		2,423
RE/MAX Holdings, Inc. (Real Estate Management & Development)		54		1,007
Ready Capital Corp. (Mortgage Real Estate Investment Trusts (REITs))		218		2,429
Realogy Holdings Corp.* (Real Estate Management & Development)		327		2,090
Reata Pharmaceuticals, Inc.*—Class A (Pharmaceuticals)		84		3,191
Recursion Pharmaceuticals, Inc.*—Class A (Biotechnology)		416		3,207
Red River Bancshares, Inc. (Banks)		13		664
Red Rock Resorts, Inc.—Class A (Hotels, Restaurants & Leisure)		155		6,202
Red Violet, Inc.* (Professional Services)		30		691
Redfin Corp.* (Real Estate Management & Development)		324		1,374
Redwire Corp.* (Aerospace & Defense)		60		119
Redwood Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		345		2,332
REGENXBIO, Inc.* (Biotechnology)		122		2,767
Regional Management Corp. (Consumer Finance)		23		646
Relay Therapeutics, Inc.* (Biotechnology)		259		3,869
Relmada Therapeutics, Inc.* (Pharmaceuticals)		83		290
Remitly Global, Inc.* (IT Services)		305		3,492
Renasant Corp. (Banks)		167		6,278
Rent the Runway, Inc.*—Class A (Internet & Direct Marketing Retail)		144		439
Rent-A-Center, Inc. (Specialty Retail)		152		3,428
Repay Holdings Corp.* (IT Services)		267		2,149
Replimune Group, Inc.* (Biotechnology)		124		3,373

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap :: 263

Common Stocks, continued

	Shares		Value
Republic Bancorp, Inc.—Class A (Banks)		27	$	1,105
Republic First Bancorp, Inc.* (Banks)		171		368
Reservoir Media, Inc.* (Entertainment)		62		370
Resideo Technologies, Inc.* (Building Products)		441		7,254
Resolute Forest Products, Inc.* (Paper & Forest Products)		140		3,023
Resources Connection, Inc. (Professional Services)		98		1,801
Retail Opportunity Investments Corp. (Equity Real Estate Investment Trusts (REITs))		368		5,531
REV Group, Inc. (Machinery)		100		1,262
Revance Therapeutics, Inc.* (Pharmaceuticals)		246		4,541
REVOLUTION Medicines, Inc.* (Biotechnology)		230		5,479
Revolve Group, Inc.* (Internet & Direct Marketing Retail)		124		2,760
REX American Resources Corp.* (Oil, Gas & Consumable Fuels)		48		1,529
Ribbon Communications, Inc.* (Communications Equipment)		220		614
Rigel Pharmaceuticals, Inc.* (Biotechnology)		526		789
Rigetti Computing, Inc.* (Semiconductors & Semiconductor Equipment)		239		174
Riley Exploration Permian, Inc. (Oil, Gas & Consumable Fuels)		32		942
Rimini Street, Inc.* (Software)		150		572
Ring Energy, Inc.* (Oil, Gas & Consumable Fuels)		287		706
Riot Blockchain, Inc.*(a) (Software)		483		1,637
Rite Aid Corp.* (Food & Staples Retailing)		169		564
RLI Corp. (Insurance)		119		15,622
RLJ Lodging Trust (Equity Real Estate Investment Trusts (REITs))		489		5,179
Rocket Lab USA, Inc.* (Aerospace & Defense)		657		2,477
Rocket Pharmaceuticals, Inc.* (Biotechnology)		164		3,209
Rockley Photonics Holdings, Ltd.* (Semiconductors & Semiconductor Equipment)		320		45
Rocky Brands, Inc. (Textiles, Apparel & Luxury Goods)		21		496
Rogers Corp.* (Electronic Equipment, Instruments & Components)		57		6,802
Root, Inc.*—Class A (Insurance)		24		108
Rover Group, Inc.* (Diversified Consumer Services)		286		1,050
RPC, Inc. (Energy Equipment & Services)		227		2,018
RPT Realty (Equity Real Estate Investment Trusts (REITs))		257		2,580
RumbleON, Inc.*—Class B (Internet & Direct Marketing Retail)		32		207
Rush Enterprises, Inc.—Class A (Trading Companies & Distributors)		127		6,640
Rush Enterprises, Inc.—Class B (Trading Companies & Distributors)		20		1,125
Rush Street Interactive, Inc.* (Hotels, Restaurants & Leisure)		185		664
Ruth's Hospitality Group, Inc. (Hotels, Restaurants & Leisure)		96		1,486
RxSight, Inc.* (Health Care Equipment & Supplies)		63		798
Ryerson Holding Corp. (Metals & Mining)		59		1,785
Ryman Hospitality Properties, Inc.—Class I (Equity Real Estate Investment Trusts (REITs))		164		13,412
S&T Bancorp, Inc. (Banks)		119		4,067
Sabra Health Care REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		703		8,738
Sabre Corp.* (IT Services)		994		6,143
Safe Bulkers, Inc. (Marine)		218		634
Safehold, Inc. (Equity Real Estate Investment Trusts (REITs))		81		2,318
Safety Insurance Group, Inc. (Insurance)		43		3,623
Sage Therapeutics, Inc.* (Biotechnology)		159		6,064
Saia, Inc.* (Road & Rail)		81		16,983
Sally Beauty Holdings, Inc.* (Specialty Retail)		326		4,082
Sana Biotechnology, Inc.* (Biotechnology)		271		1,070
SandRidge Energy, Inc.* (Oil, Gas & Consumable Fuels)		97		1,652
Sandy Spring Bancorp, Inc. (Banks)		133		4,686
Sangamo Therapeutics, Inc.* (Biotechnology)		408		1,281
Sanmina Corp.* (Electronic Equipment, Instruments & Components)		174		9,968
Sapiens International Corp. N.V. (Software)		98		1,811
Sarcos Technology and Robotics Corp.* (Machinery)		333		187
Saul Centers, Inc. (Equity Real Estate Investment Trusts (REITs))		36		1,464
ScanSource, Inc.* (Electronic Equipment, Instruments & Components)		77		2,250
Schnitzer Steel Industries, Inc.—Class A (Metals & Mining)		77		2,360
Scholastic Corp. (Media)		91		3,591
Schrodinger, Inc.* (Health Care Technology)		164		3,065
Science 37 Holdings, Inc.* (Life Sciences Tools & Services)		192		80
Scorpio Tankers, Inc. (Oil, Gas & Consumable Fuels)		143		7,689
Sculptor Capital Management, Inc. (Capital Markets)		78		675
Seacoast Banking Corp. of Florida (Banks)		184		5,739
SeaSpine Holdings Corp.* (Health Care Equipment & Supplies)		109		910
SeaWorld Entertainment, Inc.* (Hotels, Restaurants & Leisure)		121		6,475
SecureWorks Corp.*—Class A (Software)		31		198
Seer, Inc.* (Life Sciences Tools & Services)		157		911
Select Energy Services, Inc. (Energy Equipment & Services)		218		2,014
Select Medical Holdings Corp. (Health Care Providers & Services)		317		7,871
Selective Insurance Group, Inc. (Insurance)		182		16,128
Selectquote, Inc.* (Insurance)		413		277
Sema4 Holdings Corp.* (Health Care Technology)		482		127
Semtech Corp.* (Semiconductors & Semiconductor Equipment)		193		5,537
Seneca Foods Corp.*—Class A (Food Products)		16		975
Senseonics Holdings, Inc.*(a) (Health Care Equipment & Supplies)		1,441		1,484
Sensient Technologies Corp. (Chemicals)		128		9,334
Seres Therapeutics, Inc.* (Biotechnology)		215		1,204
Service Properties Trust (Equity Real Estate Investment Trusts (REITs))		501		3,652
ServisFirst Bancshares, Inc. (Banks)		153		10,543
SFL Corp., Ltd. (Oil, Gas & Consumable Fuels)		350		3,227

See accompanying notes to financial statements.

264  :: ProFund VP Small-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Shake Shack, Inc.*—Class A (Hotels, Restaurants & Leisure)		114	$	4,734
Sharecare, Inc.* (Health Care Technology)		908		1,453
Shenandoah Telecommunications Co. (Wireless Telecommunication Services)		148		2,350
Shoals Technologies Group, Inc.*—Class A (Electrical Equipment)		421		10,386
Shockwave Medical, Inc.* (Health Care Equipment & Supplies)		108		22,207
Shoe Carnival, Inc. (Specialty Retail)		53		1,267
Shore Bancshares, Inc. (Banks)		54		941
ShotSpotter, Inc.* (Software)		27		913
Shutterstock, Inc. (Internet & Direct Marketing Retail)		73		3,850
SI-BONE, Inc.* (Health Care Equipment & Supplies)		104		1,414
Sierra Bancorp (Banks)		42		892
SIGA Technologies, Inc. (Pharmaceuticals)		144		1,060
Sight Sciences, Inc.* (Health Care Equipment & Supplies)		66		806
Signet Jewelers, Ltd. (Specialty Retail)		140		9,520
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		101		13,702
Silk Road Medical, Inc.* (Health Care Equipment & Supplies)		114		6,025
SilverBow Resources, Inc.*(a) (Oil, Gas & Consumable Fuels)		36		1,018
Silvercrest Asset Management Group, Inc.— Class A (Capital Markets)		29		544
Silvergate Capital Corp.*—Class A (Banks)		96		1,670
Simmons First National Corp.—Class A (Banks)		371		8,006
Simpson Manufacturing Co., Inc. (Building Products)		130		11,526
Simulations Plus, Inc. (Health Care Technology)		48		1,755
Sinclair Broadcast Group, Inc.—Class A (Media)		122		1,892
Singular Genomics Systems, Inc.* (Life Sciences Tools & Services)		172		346
SiriusPoint, Ltd.* (Insurance)		281		1,658
SITE Centers Corp. (Equity Real Estate Investment Trusts (REITs))		594		8,114
SiTime Corp.* (Semiconductors & Semiconductor Equipment)		49		4,979
Sitio Royalties Corp.—Class A (Oil, Gas & Consumable Fuels)		218		6,289
SJW Group (Water Utilities)		82		6,658
Skillsoft Corp.* (Professional Services)		247		321
Skillz, Inc.* (Entertainment)		958		485
Skyline Champion Corp.* (Household Durables)		163		8,396
SkyWater Technology, Inc.* (Semiconductors & Semiconductor Equipment)		34		242
SkyWest, Inc.* (Airlines)		152		2,510
Sleep Number Corp.* (Specialty Retail)		65		1,689
SM Energy Co. (Oil, Gas & Consumable Fuels)		369		12,852
SMART Global Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		146		2,172
SmartFinancial, Inc. (Banks)		47		1,293
SmartRent, Inc.* (Electronic Equipment, Instruments & Components)		370		899
Smith & Wesson Brands, Inc. (Leisure Products)		138		1,198
Snap One Holdings Corp.* (Household Durables)		55		408
Solaris Oilfield Infrastructure, Inc. (Energy Equipment & Services)		96		953
SolarWinds Corp.* (IT Services)		147		1,376
Solid Power, Inc.* (Auto Components)		404		1,026
Solo Brands, Inc.*—Class A (Leisure Products)		67		249
SomaLogic, Inc.* (Life Sciences Tools & Services)		456		1,145
Sonder Holdings, Inc.* (Hotels, Restaurants & Leisure)		577		715
Sonic Automotive, Inc.—Class A (Specialty Retail)		55		2,710
Sonos, Inc.* (Household Durables)		389		6,574
Sorrento Therapeutics, Inc.* (Biotechnology)		1,406		1,246
South Jersey Industries, Inc. (Gas Utilities)		374		13,288
South Plains Financial, Inc. (Banks)		30		826
Southern First Bancshares, Inc.* (Banks)		23		1,052
Southern Missouri Bancorp, Inc. (Thrifts & Mortgage Finance)		24		1,100
Southside Bancshares, Inc. (Banks)		93		3,347
SouthState Corp. (Banks)		229		17,485
Southwest Gas Holdings, Inc. (Gas Utilities)		204		12,624
Sovos Brands, Inc.* (Food Products)		117		1,681
SP Plus Corp.* (Commercial Services & Supplies)		61		2,118
SpartanNash Co. (Food & Staples Retailing)		106		3,205
Spire Global, Inc.* (Technology Hardware, Storage & Peripherals)		381		366
Spire, Inc. (Gas Utilities)		155		10,673
Spirit Airlines, Inc. (Airlines)		332		6,466
Sportsman's Warehouse Holdings, Inc.* (Specialty Retail)		117		1,101
SpringWorks Therapeutics, Inc.* (Biotechnology)		110		2,861
Sprout Social, Inc.*—Class A (Software)		143		8,074
Sprouts Farmers Market, Inc.* (Food & Staples Retailing)		323		10,455
SPS Commerce, Inc.* (Software)		111		14,255
SPX Technologies, Inc.* (Machinery)		133		8,731
Squarespace, Inc.*—Class A (IT Services)		93		2,062
STAAR Surgical Co.* (Health Care Equipment & Supplies)		146		7,087
STAG Industrial, Inc. (Equity Real Estate Investment Trusts (REITs))		550		17,771
Stagwell, Inc.* (Media)		234		1,453
Standard Motor Products, Inc. (Auto Components)		61		2,123
Standex International Corp. (Machinery)		36		3,687
Steelcase, Inc.—Class A (Commercial Services & Supplies)		265		1,874
Stellar Bancorp, Inc. (Banks)		137		4,036
Stem, Inc.* (Electrical Equipment)		439		3,925
Stepan Co. (Chemicals)		65		6,920
StepStone Group, Inc.—Class A (Capital Markets)		166		4,180
Sterling Bancorp, Inc.* (Thrifts & Mortgage Finance)		53		323
Sterling Check Corp.* (Professional Services)		72		1,114
Sterling Construction Co., Inc.* (Construction & Engineering)		89		2,919
Steven Madden, Ltd. (Textiles, Apparel & Luxury Goods)		235		7,511

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap :: 265

Common Stocks, continued

	Shares		Value
Stewart Information Services Corp. (Insurance)		82	$	3,504
Stitch Fix, Inc.*—Class A (Internet & Direct Marketing Retail)		255		793
Stock Yards Bancorp, Inc. (Banks)		87		5,653
Stoke Therapeutics, Inc.* (Biotechnology)		68		628
StoneCo, Ltd.*—Class A (IT Services)		845		7,977
Stoneridge, Inc.* (Auto Components)		80		1,725
StoneX Group, Inc.* (Capital Markets)		52		4,956
Strategic Education, Inc. (Diversified Consumer Services)		69		5,403
Stratus Properties, Inc. (Real Estate Management & Development)		18		347
Stride, Inc.* (Diversified Consumer Services)		124		3,879
Sturm Ruger & Co., Inc. (Leisure Products)		53		2,683
Summit Financial Group, Inc. (Banks)		34		846
Summit Hotel Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		319		2,303
Summit Materials, Inc.*—Class A (Construction Materials)		362		10,282
Sumo Logic, Inc.* (Software)		354		2,867
Sun Country Airlines Holdings, Inc.* (Airlines)		101		1,602
SunCoke Energy, Inc. (Metals & Mining)		254		2,192
Sunlight Financial Holdings, Inc.* (Consumer Finance)		73		94
Sunnova Energy International, Inc.* (Independent Power and Renewable Electricity Producers)		303		5,457
SunOpta, Inc.* (Food Products)		298		2,515
SunPower Corp.* (Semiconductors & Semiconductor Equipment)		249		4,489
Sunstone Hotel Investors, Inc. (Equity Real Estate Investment Trusts (REITs))		647		6,250
Super Micro Computer, Inc.* (Technology Hardware, Storage & Peripherals)		141		11,575
Superior Group of Cos., Inc. (Textiles, Apparel & Luxury Goods)		36		362
Supernus Pharmaceuticals, Inc.* (Pharmaceuticals)		151		5,386
Surgery Partners, Inc.* (Health Care Providers & Services)		152		4,235
Surmodics, Inc.* (Health Care Equipment & Supplies)		42		1,433
Sutro BioPharma, Inc.* (Biotechnology)		164		1,325
Sweetgreen, Inc.*—Class A (Hotels, Restaurants & Leisure)		270		2,314
SWK Holdings Corp.* (Diversified Financial Services)		11		194
Sylvamo Corp. (Paper & Forest Products)		108		5,248
Synaptics, Inc.* (Semiconductors & Semiconductor Equipment)		121		11,514
Syndax Pharmaceuticals, Inc.* (Biotechnology)		162		4,123
Tactile Systems Technology, Inc.* (Health Care Equipment & Supplies)		60		689
Talaris Therapeutics, Inc.* (Biotechnology)		70		71
Talos Energy, Inc.* (Oil, Gas & Consumable Fuels)		202		3,814
Tanger Factory Outlet Centers, Inc. (Equity Real Estate Investment Trusts (REITs))		309		5,543
Tango Therapeutics, Inc.* (Biotechnology)		142		1,030
Target Hospitality Corp.* (Hotels, Restaurants & Leisure)		89		1,347
Tarsus Pharmaceuticals, Inc.* (Pharmaceuticals)		56		821
Tattooed Chef, Inc.*(a) (Food Products)		149		183
Taylor Morrison Home Corp.* (Household Durables)		319		9,681
TechTarget, Inc.* (Media)		82		3,613
Teekay Corp.* (Oil, Gas & Consumable Fuels)		210		953
Teekay Tankers, Ltd.*—Class A (Oil, Gas & Consumable Fuels)		70		2,157
TEGNA, Inc. (Media)		679		14,387
Tejon Ranch Co.* (Real Estate Management & Development)		63		1,187
Telephone and Data Systems, Inc. (Wireless Telecommunication Services)		307		3,221
Tellurian, Inc.* (Oil, Gas & Consumable Fuels)		1,555		2,612
Telos Corp.* (Software)		164		835
Tenable Holdings, Inc.* (Software)		341		13,009
Tenaya Therapeutics, Inc.* (Biotechnology)		85		171
Tennant Co. (Machinery)		56		3,448
Tenon Medical, Inc.* (Health Care Equipment & Supplies)		23		36
Terawulf, Inc.*(a) (Software)		66		44
Terex Corp. (Machinery)		203		8,672
Terran Orbital Corp.* (Aerospace & Defense)		125		198
Terreno Realty Corp. (Equity Real Estate Investment Trusts (REITs))		227		12,909
TETRA Technologies, Inc.* (Energy Equipment & Services)		379		1,311
Texas Capital Bancshares, Inc.* (Banks)		152		9,167
Texas Roadhouse, Inc. (Hotels, Restaurants & Leisure)		204		18,554
Textainer Group Holdings, Ltd. (Trading Companies & Distributors)		132		4,093
TG Therapeutics, Inc.* (Biotechnology)		406		4,803
The Andersons, Inc. (Food & Staples Retailing)		98		3,429
The Arena Group Holdings, Inc.* (Interactive Media & Services)		35		371
The Bancorp, Inc.* (Banks)		166		4,711
The Bank of NT Butterfield & Son, Ltd. (Banks)		152		4,531
The Beachbody Co., Inc.* (Diversified Consumer Services)		319		168
The Beauty Health Co.* (Personal Products)		289		2,630
The Brink's Co. (Commercial Services & Supplies)		138		7,412
The Buckle, Inc. (Specialty Retail)		92		4,172
The Cato Corp.—Class A (Specialty Retail)		55		513
The Cheesecake Factory, Inc. (Hotels, Restaurants & Leisure)		148		4,693
The Chefs' Warehouse, Inc.* (Food & Staples Retailing)		104		3,461
The Children's Place, Inc.* (Specialty Retail)		39		1,420
The Container Store Group, Inc.* (Specialty Retail)		99		427
The Duckhorn Portfolio, Inc.* (Beverages)		128		2,121
The E.W. Scripps Co.*—Class A (Media)		178		2,348
The Ensign Group, Inc. (Health Care Providers & Services)		164		15,516
The First Bancorp, Inc. (Banks)		30		898
The First Bancshares, Inc. (Banks)		64		2,049
The First of Long Island Corp. (Banks)		67		1,206
The GEO Group, Inc.* (Equity Real Estate Investment Trusts (REITs))		361		3,953

See accompanying notes to financial statements.

266  :: ProFund VP Small-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
The Goodyear Tire & Rubber Co.* (Auto Components)		855	$	8,678
The Gorman-Rupp Co. (Machinery)		69		1,768
The Greenbrier Cos., Inc. (Machinery)		97		3,252
The Hackett Group, Inc. (IT Services)		82		1,670
The Hain Celestial Group, Inc.* (Food Products)		273		4,417
The Honest Co., Inc.* (Personal Products)		201		605
The Joint Corp.* (Health Care Providers & Services)		43		601
The Lovesac Co.* (Household Durables)		42		924
The Macerich Co. (Equity Real Estate Investment Trusts (REITs))		656		7,387
The Manitowoc Co., Inc.* (Machinery)		106		971
The Marcus Corp. (Entertainment)		73		1,050
The Necessity Retail REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		407		2,414
The ODP Corp.* (Specialty Retail)		122		5,556
The Oncology Institute, Inc.* (Health Care Providers & Services)		106		175
The ONE Group Hospitality, Inc.* (Hotels, Restaurants & Leisure)		69		435
The Pennant Group, Inc.* (Health Care Providers & Services)		79		867
The RealReal, Inc.* (Internet & Direct Marketing Retail)		270		338
The RMR Group, Inc.—Class A (Real Estate Management & Development)		47		1,328
The Shyft Group, Inc. (Machinery)		105		2,610
The Simply Good Foods Co.* (Food Products)		271		10,306
The St Joe Co. (Real Estate Management & Development)		105		4,058
The Vita Coco Co., Inc.*(a) (Beverages)		85		1,175
The York Water Co. (Water Utilities)		43		1,934
Theravance Biopharma, Inc.* (Pharmaceuticals)		199		2,233
Thermon Group Holdings, Inc.* (Electrical Equipment)		101		2,028
Theseus Pharmaceuticals, Inc.* (Pharmaceuticals)		52		259
Third Coast Bancshares, Inc.* (Banks)		39		719
Third Harmonic Bio, Inc.* (Pharmaceuticals)		39		168
Thorne HealthTech, Inc.* (Personal Products)		42		152
ThredUp, Inc.*—Class A (Internet & Direct Marketing Retail)		179		234
Thryv Holdings, Inc.* (Media)		77		1,463
Tidewater, Inc.* (Energy Equipment & Services)		142		5,233
Tile Shop Holdings, Inc.* (Specialty Retail)		94		412
Tilly's, Inc.*—Class A (Specialty Retail)		69		624
TimkenSteel Corp.* (Metals & Mining)		135		2,453
Tiptree, Inc. (Insurance)		75		1,038
Titan International, Inc.* (Machinery)		156		2,390
Titan Machinery, Inc.* (Trading Companies & Distributors)		62		2,463
Tompkins Financial Corp. (Banks)		42		3,258
Tootsie Roll Industries, Inc. (Food Products)		48		2,043
Topgolf Callaway Brands Corp.* (Leisure Products)		426		8,414
Torrid Holdings, Inc.* (Specialty Retail)		45		133
TowneBank (Banks)		205		6,322
TPG RE Finance Trust, Inc.—Class T (Mortgage Real Estate Investment Trusts (REITs))		210		1,426
TPI Composites, Inc.* (Electrical Equipment)		111		1,126
Traeger, Inc.* (Household Durables)		101		285
Transcat, Inc.* (Trading Companies & Distributors)		22		1,559
Transcontinental Realty Investors, Inc.* (Real Estate Management & Development)		4		177
TransMedics Group, Inc.* (Health Care Equipment & Supplies)		93		5,740
Transphorm, Inc.* (Semiconductors & Semiconductor Equipment)		69		375
TravelCenters of America, Inc.* (Specialty Retail)		38		1,702
Travere Therapeutics, Inc.* (Biotechnology)		188		3,954
Treace Medical Concepts, Inc.* (Health Care Equipment & Supplies)		102		2,345
Trean Insurance Group, Inc.* (Insurance)		69		414
Tredegar Corp. (Chemicals)		83		848
TreeHouse Foods, Inc.* (Food Products)		155		7,654
Tri Pointe Homes, Inc.* (Household Durables)		307		5,707
Tricida, Inc.* (Pharmaceuticals)		101		15
TriCo Bancshares (Banks)		95		4,844
TriMas Corp. (Containers & Packaging)		128		3,550
TriNet Group, Inc.* (Professional Services)		114		7,729
Trinity Industries, Inc. (Machinery)		250		7,393
Trinseo PLC (Chemicals)		107		2,430
Triton International, Ltd. (Trading Companies & Distributors)		178		12,243
Triumph Financial, Inc.* (Banks)		71		3,470
Triumph Group, Inc.* (Aerospace & Defense)		195		2,051
Tronox Holdings PLC—Class A (Chemicals)		357		4,894
TrueBlue, Inc.* (Professional Services)		98		1,919
TrueCar, Inc.* (Interactive Media & Services)		266		668
Trupanion, Inc.* (Insurance)		119		5,656
TrustCo Bank Corp. (Thrifts & Mortgage Finance)		57		2,143
Trustmark Corp. (Banks)		187		6,528
TTEC Holdings, Inc. (IT Services)		57		2,515
TTM Technologies, Inc.* (Electronic Equipment, Instruments & Components)		309		4,660
Tucows, Inc.* (IT Services)		30		1,018
Tupperware Brands Corp.* (Household Durables)		134		555
Turning Point Brands, Inc. (Tobacco)		45		973
Turtle Beach Corp.* (Technology Hardware, Storage & Peripherals)		47		337
TuSimple Holdings, Inc.*—Class A (Road & Rail)		426		699
Tutor Perini Corp.* (Construction & Engineering)		128		966
Twist Bioscience Corp.* (Biotechnology)		171		4,072
Two Harbors Investment Corp. (Mortgage Real Estate Investment Trusts (REITs))		263		4,148
Tyra Biosciences, Inc.*(a) (Biotechnology)		40		304
U.S. Cellular Corp.* (Wireless Telecommunication Services)		45		938
U.S. Lime & Minerals, Inc. (Construction Materials)		6		845
U.S. Physical Therapy, Inc. (Health Care Providers & Services)		39		3,160
U.S. Silica Holdings, Inc.* (Energy Equipment & Services)		226		2,825
Udemy, Inc.* (Diversified Consumer Services)		223		2,353
UFP Industries, Inc. (Building Products)		182		14,423
UFP Technologies, Inc.* (Health Care Equipment & Supplies)		21		2,476

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap :: 267

Common Stocks, continued

	Shares		Value
Ultra Clean Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		138	$	4,575
UMB Financial Corp. (Banks)		134		11,192
UMH Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		155		2,496
Unifi, Inc.* (Textiles, Apparel & Luxury Goods)		44		379
UniFirst Corp. (Commercial Services & Supplies)		46		8,879
Unisys Corp.* (IT Services)		202		1,032
United Bankshares, Inc. (Banks)		398		16,114
United Community Banks, Inc. (Banks)		324		10,951
United Fire Group, Inc. (Insurance)		65		1,778
United Natural Foods, Inc.* (Food & Staples Retailing)		177		6,851
Uniti Group, Inc. (Equity Real Estate Investment Trusts (REITs))		723		3,998
Unitil Corp. (Multi-Utilities)		48		2,465
Unity Bancorp, Inc. (Banks)		21		574
Universal Corp. (Tobacco)		74		3,908
Universal Electronics, Inc.* (Household Durables)		37		770
Universal Health Realty Income Trust (Equity Real Estate Investment Trusts (REITs))		39		1,861
Universal Insurance Holdings, Inc. (Insurance)		79		837
Universal Logistics Holdings, Inc. (Road & Rail)		22		736
Universal Technical Institute, Inc.* (Diversified Consumer Services)		101		679
Univest Financial Corp. (Banks)		88		2,299
Upland Software, Inc.* (Software)		90		642
Upwork, Inc.* (Professional Services)		370		3,863
Uranium Energy Corp.* (Oil, Gas & Consumable Fuels)		1,076		4,175
Urban Edge Properties (Equity Real Estate Investment Trusts (REITs))		348		4,903
Urban One, Inc.* (Media)		33		124
Urban One, Inc.* (Media)		25		114
Urban Outfitters, Inc.* (Specialty Retail)		195		4,651
Ur-Energy, Inc.* (Oil, Gas & Consumable Fuels)		638		734
Urstadt Biddle Properties, Inc.—Class A (Equity Real Estate Investment Trusts (REITs))		90		1,706
USANA Health Sciences, Inc.* (Personal Products)		34		1,809
USCB Financial Holdings, Inc.* (Banks)		33		403
UserTesting, Inc.* (Software)		146		1,096
Utah Medical Products, Inc. (Health Care Equipment & Supplies)		10		1,005
Utz Brands, Inc. (Food Products)		200		3,172
V2X, Inc.* (Aerospace & Defense)		37		1,528
VAALCO Energy, Inc. (Oil, Gas & Consumable Fuels)		324		1,477
Vacasa, Inc.*—Class A (Hotels, Restaurants & Leisure)		352		444
Valaris, Ltd.* (Energy Equipment & Services)		186		12,578
Valhi, Inc. (Chemicals)		7		154
Valley National Bancorp (Banks)		1,313		14,849
Value Line, Inc. (Capital Markets)		3		153
Vanda Pharmaceuticals, Inc.* (Biotechnology)		169		1,249
Varex Imaging Corp.* (Health Care Equipment & Supplies)		118		2,395
Varonis Systems, Inc.* (Software)		332		7,948
Vaxart, Inc.* (Biotechnology)		392		377
Vaxcyte, Inc.* (Pharmaceuticals)		219		10,501
VBI Vaccines, Inc.* (Biotechnology)		588		230
Vector Group, Ltd. (Tobacco)		438		5,195
Veeco Instruments, Inc.* (Semiconductors & Semiconductor Equipment)		155		2,880
Velo3D, Inc.* (Technology Hardware, Storage & Peripherals)		174		311
Velocity Financial, Inc.* (Thrifts & Mortgage Finance)		26		251
Velodyne Lidar, Inc.* (Electronic Equipment, Instruments & Components)		636		470
Ventyx Biosciences, Inc.* (Pharmaceuticals)		76		2,492
Vera Therapeutics, Inc.* (Biotechnology)		44		851
Veracyte, Inc.* (Biotechnology)		218		5,173
Veradigm, Inc.* (Health Care Technology)		328		5,786
Vericel Corp.* (Biotechnology)		144		3,793
Verint Systems, Inc.* (Software)		194		7,038
Veris Residential, Inc.* (Equity Real Estate Investment Trusts (REITs))		263		4,190
Veritex Holdings, Inc. (Banks)		160		4,493
Veritiv Corp. (Trading Companies & Distributors)		40		4,868
Veritone, Inc.* (Software)		95		504
Verra Mobility Corp.*—Class C (IT Services)		427		5,905
Vertex Energy, Inc.*(a) (Oil, Gas & Consumable Fuels)		165		1,023
Veru, Inc.* (Personal Products)		198		1,045
Verve Therapeutics, Inc.* (Biotechnology)		142		2,748
Via Renewables, Inc. (Multi-Utilities)		37		189
Viad Corp.* (Commercial Services & Supplies)		62		1,512
Viant Technology, Inc.*—Class A (Software)		44		177
Viavi Solutions, Inc.* (Communications Equipment)		694		7,294
Vicarious Surgical, Inc.* (Health Care Equipment & Supplies)		168		339
Vicor Corp.* (Electrical Equipment)		67		3,601
Victory Capital Holdings, Inc.—Class A (Capital Markets)		50		1,342
View, Inc.* (Building Products)		348		336
ViewRay, Inc.* (Health Care Equipment & Supplies)		451		2,020
Village Super Market, Inc.—Class A (Food & Staples Retailing)		26		606
Vimeo, Inc.* (Interactive Media & Services)		436		1,495
Vinco Ventures, Inc.* (Leisure Products)		715		332
Vintage Wine Estates, Inc.* (Beverages)		99		323
Vir Biotechnology, Inc.* (Biotechnology)		221		5,594
Virgin Galactic Holdings, Inc.* (Aerospace & Defense)		739		2,572
Viridian Therapeutics, Inc.* (Biotechnology)		115		3,359
Virtus Investment Partners, Inc. (Capital Markets)		21		4,020
Vishay Intertechnology, Inc. (Electronic Equipment, Instruments & Components)		396		8,542
Vishay Precision Group, Inc.* (Electronic Equipment, Instruments & Components)		38		1,469
Vista Outdoor, Inc.* (Leisure Products)		170		4,143
VistaGen Therapeutics, Inc.* (Biotechnology)		631		65
Visteon Corp.* (Auto Components)		85		11,121
Vital Farms, Inc.* (Food Products)		91		1,358
Vivid Seats, Inc.*—Class A (Internet & Direct Marketing Retail)		78		569
Vivint Smart Home, Inc.* (Diversified Consumer Services)		289		3,439

See accompanying notes to financial statements.

268  :: ProFund VP Small-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Vizio Holding Corp.*—Class A (Household Durables)		210	$	1,556
Volta, Inc.* (Specialty Retail)		376		134
VSE Corp. (Commercial Services & Supplies)		32		1,500
Vuzix Corp.* (Household Durables)		181		659
W&T Offshore, Inc.* (Oil, Gas & Consumable Fuels)		288		1,607
Wabash National Corp. (Machinery)		145		3,277
Walker & Dunlop, Inc. (Thrifts & Mortgage Finance)		94		7,377
Warby Parker, Inc.*—Class A (Specialty Retail)		254		3,426
Warrior Met Coal, Inc. (Metals & Mining)		157		5,438
Washington Federal, Inc. (Thrifts & Mortgage Finance)		198		6,643
Washington Trust Bancorp, Inc. (Banks)		52		2,453
Waterstone Financial, Inc. (Thrifts & Mortgage Finance)		58		1,000
Watts Water Technologies, Inc.—Class A (Machinery)		83		12,137
WD-40 Co. (Household Products)		42		6,771
Weatherford International PLC* (Energy Equipment & Services)		215		10,948
Weave Communications, Inc.* (Software)		96		440
Weber, Inc.(a)—Class A (Household Durables)		82		660
Weis Markets, Inc. (Food & Staples Retailing)		50		4,115
Wejo Group, Ltd.* (Interactive Media & Services)		175		84
Werner Enterprises, Inc. (Road & Rail)		193		7,770
WesBanco, Inc. (Banks)		175		6,472
West Bancorp, Inc. (Banks)		49		1,252
Westamerica Bancorp (Banks)		79		4,662
Weyco Group, Inc. (Distributors)		18		381
Wheels Up Experience, Inc.* (Airlines)		492		507
Whitestone REIT (Equity Real Estate Investment Trusts (REITs))		143		1,379
Whole Earth Brands, Inc.* (Food Products)		124		505
WideOpenWest, Inc.* (Media)		163		1,485
Willdan Group, Inc.* (Professional Services)		35		625
Wingstop, Inc. (Hotels, Restaurants & Leisure)		91		12,523
Winmark Corp. (Specialty Retail)		9		2,122
Winnebago Industries, Inc. (Automobiles)		91		4,796
WisdomTree, Inc. (Capital Markets)		415		2,262
WM Technology, Inc.* (Software)		231		233
Wolverine World Wide, Inc. (Textiles, Apparel & Luxury Goods)		236		2,579
Workhorse Group, Inc.* (Automobiles)		465		707
Workiva, Inc.* (Software)		145		12,176
World Acceptance Corp.* (Consumer Finance)		12		791
World Fuel Services Corp. (Oil, Gas & Consumable Fuels)		187		5,111
Worthington Industries, Inc. (Metals & Mining)		96		4,772
WSFS Financial Corp. (Thrifts & Mortgage Finance)		187		8,479
WW International, Inc.* (Diversified Consumer Services)		165		637
Xencor, Inc.* (Biotechnology)		175		4,557
Xenia Hotels & Resorts, Inc. (Equity Real Estate Investment Trusts (REITs))		349		4,600
Xeris Biopharma Holdings, Inc.* (Pharmaceuticals)		403		536
Xerox Holdings Corp. (Technology Hardware, Storage & Peripherals)		348		5,081
Xometry, Inc.*—Class A (Internet & Direct Marketing Retail)		104		3,352
Xos, Inc.*(a) (Machinery)		172		76
XPEL, Inc.* (Auto Components)		66		3,964
Xperi, Inc.* (Software)		127		1,093
Xponential Fitness, Inc.*—Class A (Hotels, Restaurants & Leisure)		54		1,238
Yelp, Inc.* (Interactive Media & Services)		206		5,632
Yext, Inc.* (Software)		347		2,266
Y-mAbs Therapeutics, Inc.* (Biotechnology)		112		547
Zentalis Pharmaceuticals, Inc.* (Biotechnology)		143		2,880
Zeta Global Holdings Corp.*—Class A (Software)		339		2,770
Ziff Davis, Inc.* (Interactive Media & Services)		139		10,996
Zimvie, Inc.* (Health Care Equipment & Supplies)		63		588
ZipRecruiter, Inc.* (Interactive Media & Services)		222		3,645
Zumiez, Inc.* (Specialty Retail)		48		1,044
Zuora, Inc.*—Class A (Software)		379		2,410
Zurn Elkay Water Solutions Corp. (Building Products)		379		8,016
Zynex, Inc.(a) (Health Care Equipment & Supplies)		66		918
TOTAL COMMON STOCKS (Cost $6,189,240)				6,961,884
Right(NM)
Zogenix, Inc., CVR*+(b) (Pharmaceuticals)		178		121
TOTAL RIGHT (Cost $—)				121

Trust (0.0%)

	Interest Units		Value
Ferroglobe Representation and Warranty Insurance*+ (Metals & Mining)		250	$	—
TOTAL TRUST (Cost $—)				—

Repurchase Agreements^(c)(d) (32.0%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $3,268,511	$	3,267,000	$	3,267,000
TOTAL REPURCHASE AGREEMENTS (Cost $3,267,000)				3,267,000

Collateral for Securities Loaned^(e) (0.6%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(f)		60,681	$	60,681
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $60,681)				60,681
TOTAL INVESTMENT SECURITIES (Cost $9,516,921)—100.7%				10,289,686
Net other assets (liabilities)—(0.7)%				(68,944	)
NET ASSETS—100.0%			$	10,220,742

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap :: 269

* Non-income producing security.

⁺  These securities were fair valued based on procedures approved by the Board of Trustees. As of December 31, 2022, these securities represented less than 0.005% of the net assets of the Fund.

^(a)  All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $58,078.

^(b)  On March 7, 2022, UCB SA acquired Zogenix Inc. As part of the acquisition, shareholders of Zogenix Inc. are entitled to a CVR per share of Zogenix Inc. held. The CVR has a potential cash payment of $2.00 upon EU approval by December 31, 2023, of FINTEPLA^® as an orphan medicine for treatment of Lennox-Gastaut syndrome (LGS).

^(c)  A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $489,000.

^(d)  The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

^(e)  Securities were purchased with cash collateral held from securities on loan at December 31, 2022.

^(f)  Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

^CVR  Contingent Value Rights

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Russell 2000 Index	Goldman Sachs International	1/27/23		4.73	%	$	887,670	$	(784	)
Russell 2000 Index	UBS AG	1/27/23		4.33	%		2,367,120		16,364
						$	3,254,790	$	15,580

⁽¹⁾  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾  Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Small-Cap invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Aerospace & Defense	$	69,153		0.7	%
Air Freight & Logistics		30,107		0.3	%
Airlines		20,349		0.2	%
Auto Components		90,983		0.9	%
Automobiles		11,101		0.1	%
Banks		668,005		6.5	%
Beverages		43,758		0.4	%
Biotechnology		510,261		4.9	%
Building Products		89,519		0.9	%
Capital Markets		111,100		1.1	%
Chemicals		140,152		1.4	%
Commercial Services & Supplies		95,332		0.9	%
Communications Equipment		67,818		0.7	%
Construction & Engineering		113,012		1.1	%
Construction Materials		11,127		0.1	%
Consumer Discretionary Products		1,916		NM
Consumer Finance		42,081		0.4	%
Containers & Packaging		22,493		0.2	%
Distributors		1,439		NM
Diversified Consumer Services		71,497		0.7	%
Diversified Financial Services		20,329		0.2	%
Diversified Telecommunication Services		42,805		0.4	%
Electric Utilities		52,505		0.5	%
Electrical Equipment		94,848		0.9	%
Electronic Equipment, Instruments & Components		162,634		1.6	%
Energy Equipment & Services		153,375		1.5	%
Entertainment		19,012		0.2	%
Equity Real Estate Investment Trusts (REITs)		412,157		4.1	%
Food & Staples Retailing		42,096		0.4	%
Food Products		82,981		0.8	%
Gas Utilities		86,442		0.9	%
Health Care Equipment & Supplies		242,522		2.4	%
Health Care Providers & Services		179,502		1.8	%
Health Care Technology		68,100		0.7	%
Hotels, Restaurants & Leisure		165,577		1.6	%
Household Durables		110,652		1.1	%
Household Products		19,073		0.2	%
Independent Power and Renewable Electricity Producers		32,591		0.3	%
Industrial Conglomerates		1,484		NM
Insurance		147,043		1.4	%
Interactive Media & Services		43,720		0.4	%
Internet & Direct Marketing Retail		27,806		0.3	%
IT Services		147,514		1.4	%
Leisure Products		41,339		0.4	%
Life Sciences Tools & Services		50,152		0.5	%
Machinery		265,657		2.6	%
Marine		16,946		0.2	%
Media		61,639		0.6	%
Metals & Mining		109,979		1.1	%
Mortgage Real Estate Investment Trusts (REITs)		82,655		0.8	%
Multiline Retail		5,143		0.1	%
Multi-Utilities		37,061		0.4	%
Oil, Gas & Consumable Fuels		321,827		3.1	%
Paper & Forest Products		14,041		0.1	%
Personal Products		51,124		0.5	%
Pharmaceuticals		124,806		1.2	%

See accompanying notes to financial statements.

270  :: ProFund VP Small-Cap :: Financial Statements

	Value		% of Net Assets
Professional Services	$	113,752		1.1	%
Real Estate Management & Development		43,066		0.4	%
Road & Rail		39,423		0.4	%
Semiconductors & Semiconductor Equipment		181,202		1.8	%
Software		311,329		3.0	%
Specialty Retail		156,823		1.5	%
Technology Hardware, Storage & Peripherals		27,153		0.3	%
Textiles, Apparel & Luxury Goods		47,075		0.5	%
Thrifts & Mortgage Finance		118,694		1.2	%
Tobacco		10,530		0.1	%
Trading Companies & Distributors		119,959		1.2	%
Water Utilities		35,760		0.3	%
Wireless Telecommunication Services		8,899		0.1	%
Other**		3,258,737		31.9	%
Total	$	10,220,742		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

^NM  Not meaningful, amount is less than 0.05%.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap :: 271

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	9,516,921
Securities, at value(a)		7,022,686
Repurchase agreements, at value		3,267,000
Total Investment Securities, at value		10,289,686
Cash		982
Segregated cash balances for swap agreements with custodian		55
Dividends and interest receivable		9,514
Unrealized appreciation on swap agreements		16,364
Receivable for capital shares issued		1,426
Receivable for investments sold		5,920
Prepaid expenses		37
TOTAL ASSETS		10,323,984
LIABILITIES:
Payable for collateral for securities loaned		60,681
Payable for capital shares redeemed		390
Payable for investments purchased		5,235
Unrealized depreciation on swap agreements		784
Advisory fees payable		5,605
Management services fees payable		747
Administration fees payable		936
Administrative services fees payable		6,774
Distribution fees payable		7,449
Transfer agency fees payable		1,759
Fund accounting fees payable		1,107
Compliance services fees payable		80
Other accrued expenses		11,695
TOTAL LIABILITIES		103,242
NET ASSETS	$	10,220,742
NET ASSETS CONSIST OF:
Capital	$	10,359,242
Total distributable earnings (loss)		(138,500	)
NET ASSETS	$	10,220,742
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		342,362
Net Asset Value (offering and redemption price per share)	$	29.85

^(a) Includes securities on loan valued at: $ 58,078

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	106,049
Interest		76,532
Foreign tax withholding		(114	)
Net income from securities lending		3,556
TOTAL INVESTMENT INCOME		186,023
EXPENSES:
Advisory fees		93,924
Management services fees		12,523
Administration fees		11,940
Transfer agency fees		10,479
Administrative services fees		28,583
Distribution fees		31,308
Custody fees		1,858
Fund accounting fees		13,859
Trustee fees		201
Compliance services fees		80
Other fees		20,862
Total Gross Expenses before reductions		225,617
Expenses reduced and reimbursed by the Advisor		(15,227	)
TOTAL NET EXPENSES		210,390
NET INVESTMENT INCOME (LOSS)		(24,367	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		(72,944	)
Net realized gains (losses) on swap agreements		(841,834	)
Change in net unrealized appreciation/depreciation on investment securities		(2,005,837	)
Change in net unrealized appreciation/depreciation on swap agreements		49,153
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(2,871,462	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(2,895,829	)

See accompanying notes to financial statements.

272  :: ProFund VP Small-Cap :: Financial Statements

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(24,367	)	$	(217,006	)
Net realized gains (losses) on investments		(914,778	)		1,759,774
Change in net unrealized appreciation/depreciation on investments		(1,956,684	)		406,365
Change in net assets resulting from operations		(2,895,829	)		1,949,133
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(1,534,469	)		(767,607	)
Change in net assets resulting from distributions		(1,534,469	)		(767,607	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		15,631,518			34,196,772
Distributions reinvested		1,534,469			767,607
Value of shares redeemed		(17,102,206	)		(39,944,075	)
Change in net assets resulting from capital transactions		63,781			(4,979,696	)
Change in net assets		(4,366,517	)		(3,798,170	)
NET ASSETS:
Beginning of period		14,587,259			18,385,429
End of period	$	10,220,742		$	14,587,259
SHARE TRANSACTIONS:
Issued		469,566			772,224
Reinvested		48,853			18,600
Redeemed		(513,701	)		(914,846	)
Change in shares		4,718			(124,022	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Small-Cap :: 273

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	43.20		$	39.82		$	35.40		$	28.64		$	35.03
Investment Activities:
Net investment income (loss)(a)		(0.07	)		(0.50	)		(0.28	)		0.01			(0.04	)
Net realized and unrealized gains (losses) on investments		(9.16	)		5.55			6.01			6.75			(3.99	)
Total income (loss) from investment activities		(9.23	)		5.05			5.73			6.76			(4.03	)
Distributions to Shareholders From:
Net investment income		—			—			(0.02	)		—			—
Net realized gains on investments		(4.12	)		(1.67	)		(1.29	)		—			(2.36	)
Total distributions		(4.12	)		(1.67	)		(1.31	)		—			(2.36	)
Net Asset Value, End of Period	$	29.85		$	43.20		$	39.82		$	35.40		$	28.64
Total Return(b)		(21.85	)%		12.88	%		17.06	%		23.60	%		(12.89	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.80	%		1.70	%		1.82	%		1.74	%		1.76	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		(0.19	)%		(1.13	)%		(0.85	)%		0.03	%		(0.10	)%
Supplemental Data:
Net assets, end of period (000's)	$	10,221		$	14,587		$	18,385		$	16,075		$	10,303
Portfolio turnover rate(c)		12	%		24	%		26	%		22	%		18	%

^(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

^(b)  Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.

^(c)  Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

274 :: ProFund VP Small-Cap Growth :: Management Discussion of Fund Performance

ProFund VP Small-Cap Growth (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the S&P SmallCap 600^® Growth Index (the "Index"). For the year ended December 31, 2022, the Fund had a total return of -22.41%. For the same period, the Index had a total return of -21.08%¹ and a volatility of 27.63%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is designed to provide a comprehensive measure of small-cap U.S. equity "growth" performance. It is an unmanaged, float-adjusted, market capitalization-weighted index comprising stocks representing approximately half the market capitalization of the S&P SmallCap 600^® that have been identified as being on the growth end of the growth-value spectrum. Securities are selected for inclusion in the Index by an S&P committee through a process that factors in criteria such as liquidity, price, market capitalization, financial viability, and public float.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Small-Cap Growth from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Small-Cap Growth		-22.41	%		4.29	%		9.30	%
S&P Small Cap 600® Growth Index		-21.08	%		6.11	%		11.13	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Small-Cap Growth		1.68	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
The Ensign Group, Inc.		1.2	%
UFP Industries, Inc.		1.1	%
Applied Industrial Technologies, Inc.		1.1	%
Fabrinet		1.0	%
SPS Commerce, Inc.		1.0	%

S&P SmallCap 600^® Growth Index – Composition

	% of Index
Industrials		19	%
Information Technology		17	%
Financials		17	%
Health Care		14	%
Consumer Discretionary		8	%
Materials		6	%
Consumer Staples		6	%
Energy		5	%
Real Estate		4	%
Utilities		3	%
Communication Services		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

¹  The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

²  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Small-Cap Growth :: 275

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (100.4%)

	Shares		Value
8x8, Inc.* (Software)		1,568	$	6,774
A10 Networks, Inc. (Software)		1,951		32,445
AAON, Inc. (Building Products)		1,284		96,711
Academy Sports & Outdoors, Inc. (Leisure Products)		1,145		60,158
AdaptHealth Corp.* (Health Care Providers & Services)		2,344		45,052
Addus HomeCare Corp.* (Health Care Providers & Services)		492		48,949
Adtalem Global Education, Inc.* (Diversified Consumer Services)		1,386		49,203
ADTRAN Holdings, Inc. (Communications Equipment)		1,489		27,978
Advanced Energy Industries, Inc. (Electronic Equipment, Instruments & Components)		1,142		97,961
Aerojet Rocketdyne Holdings, Inc.* (Aerospace & Defense)		2,311		129,253
AeroVironment, Inc.* (Aerospace & Defense)		763		65,359
Agiliti, Inc.* (Health Care Providers & Services)		457		7,454
Agilysys, Inc.* (Software)		605		47,880
Agree Realty Corp. (Equity Real Estate Investment Trusts (REITs))		1,867		132,425
Alamo Group, Inc. (Machinery)		230		32,568
Alarm.com Holdings, Inc.* (Software)		1,524		75,408
Albany International Corp.—Class A (Machinery)		949		93,562
Alpha & Omega Semiconductor, Ltd.* (Semiconductors & Semiconductor Equipment)		677		19,342
American Equity Investment Life Holding Co. (Insurance)		1,117		50,958
American States Water Co. (Water Utilities)		779		72,097
American Vanguard Corp. (Chemicals)		849		18,432
Ameris Bancorp (Banks)		1,214		57,228
AMERISAFE, Inc. (Insurance)		321		16,682
AMN Healthcare Services, Inc.* (Health Care Providers & Services)		1,323		136,031
Amphastar Pharmaceuticals, Inc.* (Pharmaceuticals)		1,151		32,251
ANI Pharmaceuticals, Inc.* (Pharmaceuticals)		194		7,805
Anika Therapeutics, Inc.* (Health Care Equipment & Supplies)		232		6,867
Apogee Enterprises, Inc. (Building Products)		386		17,162
Applied Industrial Technologies, Inc. (Trading Companies & Distributors)		1,177		148,337
Arcosa, Inc. (Construction & Engineering)		975		52,982
Arcus Biosciences, Inc.* (Biotechnology)		1,591		32,902
Arlo Technologies, Inc.* (Electronic Equipment, Instruments & Components)		1,351		4,742
Armada Hoffler Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		1,343		15,445
ARMOUR Residential REIT, Inc.(a) (Mortgage Real Estate Investment Trusts (REITs))		4,034		22,711
Asbury Automotive Group, Inc.* (Specialty Retail)		304		54,492
Assured Guaranty, Ltd. (Insurance)		934		58,151
ATI, Inc.* (Metals & Mining)		2,453		73,246
Atlas Air Worldwide Holdings, Inc.* (Air Freight & Logistics)		354		35,683
ATN International, Inc. (Diversified Telecommunication Services)		327		14,816
Avid Bioservices, Inc.* (Biotechnology)		1,309		18,025
Avid Technology, Inc.* (Technology Hardware, Storage & Peripherals)		597		15,875
Axcelis Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		1,003		79,598
Axos Financial, Inc.* (Thrifts & Mortgage Finance)		880		33,633
B Riley Financial, Inc. (Capital Markets)		240		8,208
Badger Meter, Inc. (Electronic Equipment, Instruments & Components)		893		97,364
Balchem Corp. (Chemicals)		981		119,791
BancFirst Corp. (Banks)		532		46,912
Banner Corp. (Banks)		1,044		65,981
Bed Bath & Beyond, Inc.*(a) (Specialty Retail)		912		2,289
Berkshire Hills Bancorp, Inc. (Banks)		798		23,860
BioLife Solutions, Inc.* (Health Care Equipment & Supplies)		1,044		19,001
Bloomin' Brands, Inc. (Hotels, Restaurants & Leisure)		1,555		31,287
Blucora, Inc.* (Capital Markets)		1,461		37,299
Boise Cascade Co. (Trading Companies & Distributors)		1,204		82,679
Boot Barn Holdings, Inc.* (Specialty Retail)		555		34,699
Brady Corp.—Class A (Commercial Services & Supplies)		920		43,332
Brightsphere Investment Group, Inc. (Capital Markets)		513		10,558
California Water Service Group (Water Utilities)		1,038		62,944
Callon Petroleum Co.* (Oil, Gas & Consumable Fuels)		781		28,967
Cal-Maine Foods, Inc. (Food Products)		1,158		63,053
Cara Therapeutics, Inc.* (Biotechnology)		1,378		14,800
CareTrust REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		1,836		34,113
Cars.com, Inc.* (Interactive Media & Services)		1,890		26,025
Catalyst Pharmaceuticals, Inc.* (Biotechnology)		2,923		54,368
Cavco Industries, Inc.* (Household Durables)		253		57,241
Central Garden & Pet Co.* (Household Products)		143		5,355
Central Garden & Pet Co.*—Class A (Household Products)		607		21,731
CEVA, Inc.* (Semiconductors & Semiconductor Equipment)		432		11,051
Chesapeake Utilities Corp. (Gas Utilities)		363		42,899
Chuy's Holdings, Inc.* (Hotels, Restaurants & Leisure)		297		8,405
City Holding Co. (Banks)		452		42,077
Civitas Resources, Inc. (Oil, Gas & Consumable Fuels)		1,585		91,819
Clearfield, Inc.* (Communications Equipment)		349		32,855
Cogent Communications Holdings, Inc. (Diversified Telecommunication Services)		770		43,952
Coherus Biosciences, Inc.* (Biotechnology)		1,004		7,952

See accompanying notes to financial statements.

276  :: ProFund VP Small-Cap Growth :: Financial Statements

Common Stocks, continued

	Shares		Value
Cohu, Inc.* (Semiconductors & Semiconductor Equipment)		959	$	30,736
Collegium Pharmaceutical, Inc.* (Pharmaceuticals)		1,024		23,757
Columbia Banking System, Inc. (Banks)		1,248		37,602
Comfort Systems USA, Inc. (Construction & Engineering)		1,091		125,551
Community Bank System, Inc. (Banks)		935		58,858
Community Healthcare Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		431		15,430
Computer Programs and Systems, Inc.* (Health Care Technology)		231		6,288
CONMED Corp. (Health Care Equipment & Supplies)		455		40,331
Consensus Cloud Solutions, Inc.* (Software)		366		19,676
CONSOL Energy, Inc. (Oil, Gas & Consumable Fuels)		1,001		65,065
Corcept Therapeutics, Inc.* (Pharmaceuticals)		2,925		59,407
Core Laboratories N.V. (Energy Equipment & Services)		679		13,763
Corsair Gaming, Inc.* (Technology Hardware, Storage & Peripherals)		657		8,915
CorVel Corp.* (Health Care Providers & Services)		181		26,305
Cross Country Healthcare, Inc.* (Health Care Providers & Services)		1,081		28,722
CSG Systems International, Inc. (IT Services)		926		52,968
CTS Corp. (Electronic Equipment, Instruments & Components)		974		38,395
Customers Bancorp, Inc.* (Banks)		466		13,206
Cutera, Inc.* (Health Care Equipment & Supplies)		386		17,069
CVB Financial Corp. (Banks)		4,012		103,309
Cytokinetics, Inc.* (Biotechnology)		2,889		132,373
Dave & Buster's Entertainment, Inc.* (Hotels, Restaurants & Leisure)		718		25,446
Digi International, Inc.* (Communications Equipment)		1,077		39,364
Digital Turbine, Inc.* (Software)		1,761		26,838
Dime Community Bancshares, Inc. (Banks)		989		31,480
Dine Brands Global, Inc. (Hotels, Restaurants & Leisure)		287		18,540
Diodes, Inc.* (Semiconductors & Semiconductor Equipment)		1,388		105,681
Donnelley Financial Solutions, Inc.* (Capital Markets)		382		14,764
Dorian LPG, Ltd. (Oil, Gas & Consumable Fuels)		973		18,438
Dorman Products, Inc. (Auto Components)		864		69,872
Dril-Quip, Inc.* (Energy Equipment & Services)		549		14,916
Dynavax Technologies Corp.* (Biotechnology)		3,622		38,538
Eagle Pharmaceuticals, Inc.* (Biotechnology)		213		6,226
Edgewell Personal Care Co. (Personal Products)		759		29,252
elf Beauty, Inc.* (Personal Products)		1,536		84,941
Embecta Corp. (Health Care Equipment & Supplies)		830		20,991
Employers Holdings, Inc. (Insurance)		424		18,287
Enanta Pharmaceuticals, Inc.* (Biotechnology)		232		10,793
Encore Wire Corp. (Electrical Equipment)		561		77,171
Enerpac Tool Group Corp. (Machinery)		1,145		29,140
EnPro Industries, Inc. (Machinery)		635		69,018
ePlus, Inc.* (Electronic Equipment, Instruments & Components)		394		17,446
ESCO Technologies, Inc. (Machinery)		537		47,009
Ethan Allen Interiors, Inc. (Household Durables)		696		18,388
EVERTEC, Inc. (IT Services)		1,293		41,867
Exponent, Inc. (Professional Services)		1,067		105,729
Extreme Networks, Inc.* (Communications Equipment)		4,009		73,405
Fabrinet* (Electronic Equipment, Instruments & Components)		1,117		143,221
FB Financial Corp. (Banks)		537		19,407
Federal Signal Corp. (Machinery)		1,851		86,016
First Bancorp (Banks)		5,635		71,677
First Bancorp (Banks)		654		28,017
First Commonwealth Financial Corp. (Banks)		1,568		21,905
First Financial Bancorp (Banks)		1,593		38,598
First Hawaiian, Inc. (Banks)		2,027		52,783
Forward Air Corp. (Air Freight & Logistics)		811		85,066
Four Corners Property Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		1,716		44,496
Franklin Electric Co., Inc. (Machinery)		1,188		94,743
Frontdoor, Inc.* (Diversified Consumer Services)		1,293		26,894
Fulgent Genetics, Inc.* (Health Care Providers & Services)		271		8,070
FutureFuel Corp. (Chemicals)		449		3,650
Gentherm, Inc.* (Auto Components)		618		40,349
Getty Realty Corp. (Equity Real Estate Investment Trusts (REITs))		831		28,129
Glaukos Corp.* (Health Care Equipment & Supplies)		976		42,632
Gogo, Inc.* (Wireless Telecommunication Services)		1,288		19,011
Golden Entertainment, Inc.* (Hotels, Restaurants & Leisure)		408		15,259
Green Brick Partners, Inc.* (Household Durables)		829		20,087
Griffon Corp. (Building Products)		1,445		51,717
H.B. Fuller Co. (Chemicals)		1,042		74,628
Hanmi Financial Corp. (Banks)		931		23,042
Harmonic, Inc.* (Communications Equipment)		3,218		42,156
Harmony Biosciences Holdings, Inc.* (Pharmaceuticals)		906		49,921
Haverty Furniture Cos., Inc. (Specialty Retail)		206		6,159
Hawkins, Inc. (Chemicals)		578		22,311
Haynes International, Inc. (Metals & Mining)		254		11,605
HealthStream, Inc.* (Health Care Technology)		472		11,724
Heartland Express, Inc. (Road & Rail)		925		14,190
Helmerich & Payne, Inc. (Energy Equipment & Services)		1,864		92,398
Heritage Financial Corp. (Banks)		1,072		32,846
Hibbett, Inc. (Specialty Retail)		208		14,190
Hillenbrand, Inc. (Machinery)		2,119		90,418
Hostess Brands, Inc.* (Food Products)		4,087		91,712
Hub Group, Inc.*—Class A (Air Freight & Logistics)		449		35,691
Independent Bank Corp. (Banks)		725		61,212
Innospec, Inc. (Chemicals)		756		77,762
Innovative Industrial Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		854		86,553
Innoviva, Inc.* (Pharmaceuticals)		1,917		25,400
Installed Building Products, Inc. (Household Durables)		472		40,403
Insteel Industries, Inc. (Building Products)		274		7,540

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap Growth :: 277

Common Stocks, continued

	Shares		Value
Inter Parfums, Inc. (Personal Products)		545	$	52,603
InterDigital, Inc. (Communications Equipment)		906		44,829
Invesco Mortgage Capital, Inc. (Mortgage Real Estate Investment Trusts (REITs))		485		6,174
Ironwood Pharmaceuticals, Inc.* (Biotechnology)		2,566		31,793
iTeos Therapeutics, Inc.* (Biotechnology)		750		14,648
J & J Snack Foods Corp. (Food Products)		456		68,268
Jack in the Box, Inc. (Hotels, Restaurants & Leisure)		643		43,872
John B Sanfilippo & Son, Inc. (Food Products)		166		13,499
Kaiser Aluminum Corp. (Metals & Mining)		487		36,993
Korn Ferry (Professional Services)		782		39,585
Kulicke & Soffa Industries, Inc. (Semiconductors & Semiconductor Equipment)		1,772		78,429
Lakeland Financial Corp. (Banks)		774		56,479
Laredo Petroleum, Inc.* (Oil, Gas & Consumable Fuels)		514		26,430
LCI Industries (Auto Components)		387		35,778
LeMaitre Vascular, Inc. (Health Care Equipment & Supplies)		407		18,730
Leslie's, Inc.* (Specialty Retail)		2,942		35,922
Ligand Pharmaceuticals, Inc.* (Biotechnology)		264		17,635
Lindsay Corp. (Machinery)		335		54,555
Liquidity Services, Inc.* (Internet & Direct Marketing Retail)		454		6,383
Livent Corp.* (Chemicals)		5,476		108,808
LivePerson, Inc.* (Software)		1,112		11,276
LiveRamp Holdings, Inc.* (IT Services)		1,116		26,159
LTC Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		803		28,531
Marcus & Millichap, Inc. (Real Estate Management & Development)		757		26,079
Marten Transport, Ltd. (Road & Rail)		1,758		34,773
Materion Corp. (Metals & Mining)		358		31,329
Matson, Inc. (Marine)		1,153		72,074
MaxLinear, Inc.*—Class A (Semiconductors & Semiconductor Equipment)		2,207		74,928
Medifast, Inc. (Personal Products)		334		38,527
Mercer International, Inc. (Paper & Forest Products)		530		6,169
Meridian Bioscience, Inc.* (Health Care Equipment & Supplies)		1,336		44,369
Merit Medical Systems, Inc.* (Health Care Equipment & Supplies)		1,738		122,737
Mesa Laboratories, Inc. (Health Care Equipment & Supplies)		96		15,956
Methode Electronics, Inc. (Electronic Equipment, Instruments & Components)		581		25,779
MGP Ingredients, Inc. (Beverages)		470		49,998
Middlesex Water Co. (Water Utilities)		344		27,062
Mister Car Wash, Inc.* (Diversified Consumer Services)		1,233		11,381
Monarch Casino & Resort, Inc.* (Hotels, Restaurants & Leisure)		405		31,140
Moog, Inc.—Class A (Aerospace & Defense)		539		47,303
Mr. Cooper Group, Inc.* (Thrifts & Mortgage Finance)		2,154		86,439
Mueller Industries, Inc. (Machinery)		1,736		102,425
Myers Industries, Inc. (Containers & Packaging)		1,114		24,764
MYR Group, Inc.* (Construction & Engineering)		253		23,294
Nabors Industries, Ltd.* (Energy Equipment & Services)		186		28,806
National Bank Holdings Corp. (Banks)		759		31,931
National Beverage Corp.* (Beverages)		484		22,521
National Vision Holdings, Inc.* (Specialty Retail)		1,397		54,148
NBT Bancorp, Inc. (Banks)		1,308		56,793
Nektar Therapeutics* (Pharmaceuticals)		2,753		6,222
NetScout Systems, Inc.* (Communications Equipment)		2,096		68,141
Nexpoint Residential Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		368		16,015
NextGen Healthcare, Inc.* (Health Care Technology)		1,672		31,400
NMI Holdings, Inc.*—Class A (Thrifts & Mortgage Finance)		1,301		27,191
Northfield Bancorp, Inc. (Thrifts & Mortgage Finance)		693		10,901
Northwest Bancshares, Inc. (Thrifts & Mortgage Finance)		2,016		28,184
Northwest Natural Holding Co. (Gas Utilities)		686		32,647
NV5 Global, Inc.*(a) (Construction & Engineering)		381		50,414
Oceaneering International, Inc.* (Energy Equipment & Services)		2,203		38,530
OFG Bancorp (Banks)		1,452		40,017
O-I Glass, Inc.* (Containers & Packaging)		2,179		36,106
OneSpan, Inc.* (Software)		527		5,897
Onto Innovation, Inc.* (Semiconductors & Semiconductor Equipment)		1,511		102,884
OptimizeRx Corp.* (Health Care Technology)		304		5,107
OSI Systems, Inc.* (Electronic Equipment, Instruments & Components)		244		19,403
Oxford Industries, Inc. (Textiles, Apparel & Luxury Goods)		319		29,724
Pacira BioSciences, Inc.* (Pharmaceuticals)		1,400		54,054
Palomar Holdings, Inc.* (Insurance)		770		34,773
Park Aerospace Corp. (Aerospace & Defense)		314		4,211
Park National Corp. (Banks)		442		62,212
Pathward Financial, Inc. (Thrifts & Mortgage Finance)		633		27,251
Patterson-UTI Energy, Inc. (Energy Equipment & Services)		4,501		75,797
Payoneer Global, Inc.* (IT Services)		2,620		14,331
PDF Solutions, Inc.* (Semiconductors & Semiconductor Equipment)		902		25,725
Perdoceo Education Corp.* (Diversified Consumer Services)		1,292		17,959
Perficient, Inc.* (IT Services)		603		42,107
PGT Innovations, Inc.* (Building Products)		1,831		32,885
Photronics, Inc.* (Semiconductors & Semiconductor Equipment)		1,883		31,691
Piper Sandler Cos. (Capital Markets)		431		56,112
Plexus Corp.* (Electronic Equipment, Instruments & Components)		846		87,079
Preferred Bank (Banks)		403		30,072
Prestige Consumer Healthcare, Inc.* (Pharmaceuticals)		1,059		66,292
Progress Software Corp. (Software)		1,312		66,190
Quaker Chemical Corp. (Chemicals)		416		69,430

See accompanying notes to financial statements.

278  :: ProFund VP Small-Cap Growth :: Financial Statements

Common Stocks, continued

	Shares		Value
Quanex Building Products Corp. (Building Products)		577	$	13,663
QuinStreet, Inc.* (Interactive Media & Services)		800		11,480
Rambus, Inc.* (Semiconductors & Semiconductor Equipment)		3,281		117,524
Ranger Oil Corp. (Oil, Gas & Consumable Fuels)		584		23,611
REGENXBIO, Inc.* (Biotechnology)		1,150		26,082
REX American Resources Corp.* (Oil, Gas & Consumable Fuels)		473		15,070
RPC, Inc. (Energy Equipment & Services)		2,539		22,572
Ruth's Hospitality Group, Inc. (Hotels, Restaurants & Leisure)		481		7,446
S&T Bancorp, Inc. (Banks)		822		28,096
Sabre Corp.* (IT Services)		3,809		23,540
Safety Insurance Group, Inc. (Insurance)		256		21,571
Sanmina Corp.* (Electronic Equipment, Instruments & Components)		806		46,176
Saul Centers, Inc. (Equity Real Estate Investment Trusts (REITs))		225		9,153
Seacoast Banking Corp. of Florida (Banks)		1,173		36,586
ServisFirst Bancshares, Inc. (Banks)		1,492		102,814
Shake Shack, Inc.*—Class A (Hotels, Restaurants & Leisure)		604		25,084
Shutterstock, Inc. (Internet & Direct Marketing Retail)		352		18,558
Simulations Plus, Inc. (Health Care Technology)		328		11,995
Six Flags Entertainment Corp.* (Hotels, Restaurants & Leisure)		972		22,599
SJW Group (Water Utilities)		814		66,090
SM Energy Co. (Oil, Gas & Consumable Fuels)		3,749		130,579
South Jersey Industries, Inc. (Gas Utilities)		3,738		132,811
Southside Bancshares, Inc. (Banks)		539		19,399
SPS Commerce, Inc.* (Software)		1,100		141,272
SPX Technologies, Inc.* (Machinery)		855		56,131
Standex International Corp. (Machinery)		249		25,500
Stellar Bancorp, Inc. (Banks)		1,356		39,948
Stepan Co. (Chemicals)		419		44,607
StoneX Group, Inc.* (Capital Markets)		525		50,033
Strategic Education, Inc. (Diversified Consumer Services)		386		30,232
Stride, Inc.* (Diversified Consumer Services)		1,248		39,037
Sturm Ruger & Co., Inc. (Leisure Products)		329		16,654
Sun Country Airlines Holdings, Inc.* (Airlines)		994		15,765
Supernus Pharmaceuticals, Inc.* (Pharmaceuticals)		1,650		58,856
Surmodics, Inc.* (Health Care Equipment & Supplies)		227		7,745
Sylvamo Corp. (Paper & Forest Products)		576		27,988
Talos Energy, Inc.* (Oil, Gas & Consumable Fuels)		1,076		20,315
Tanger Factory Outlet Centers, Inc. (Equity Real Estate Investment Trusts (REITs))		1,752		31,431
TechTarget, Inc.* (Media)		824		36,305
The Andersons, Inc. (Food & Staples Retailing)		418		14,626
The Bancorp, Inc.* (Banks)		1,708		48,473
The Buckle, Inc. (Specialty Retail)		623		28,253
The Chefs' Warehouse, Inc.* (Food & Staples Retailing)		645		21,465
The Ensign Group, Inc. (Health Care Providers & Services)		1,694		160,269
The Joint Corp.* (Health Care Providers & Services)		270		3,775
The Simply Good Foods Co.* (Food Products)		2,569		97,699
The St Joe Co. (Real Estate Management & Development)		1,033		39,925
TimkenSteel Corp.* (Metals & Mining)		520		9,448
Titan International, Inc.* (Machinery)		1,554		23,807
Tompkins Financial Corp. (Banks)		246		19,085
Tootsie Roll Industries, Inc. (Food Products)		541		23,030
TreeHouse Foods, Inc.* (Food Products)		725		35,801
Trinity Industries, Inc. (Machinery)		1,466		43,350
Triumph Financial, Inc.* (Banks)		429		20,965
Trupanion, Inc.* (Insurance)		1,074		51,047
TrustCo Bank Corp. (Thrifts & Mortgage Finance)		384		14,435
Trustmark Corp. (Banks)		1,284		44,824
TTEC Holdings, Inc. (IT Services)		289		12,754
U.S. Physical Therapy, Inc. (Health Care Providers & Services)		243		19,690
U.S. Silica Holdings, Inc.* (Energy Equipment & Services)		1,341		16,763
UFP Industries, Inc. (Building Products)		1,881		149,069
Ultra Clean Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		764		25,327
UniFirst Corp. (Commercial Services & Supplies)		272		52,493
uniQure N.V.* (Biotechnology)		1,258		28,519
United Community Banks, Inc. (Banks)		2,107		71,217
Uniti Group, Inc. (Equity Real Estate Investment Trusts (REITs))		3,259		18,022
Unitil Corp. (Multi-Utilities)		490		25,166
Universal Health Realty Income Trust (Equity Real Estate Investment Trusts (REITs))		252		12,028
Urban Edge Properties (Equity Real Estate Investment Trusts (REITs))		1,828		25,757
Urstadt Biddle Properties, Inc.—Class A (Equity Real Estate Investment Trusts (REITs))		520		9,854
Vector Group, Ltd. (Tobacco)		1,767		20,957
Veeco Instruments, Inc.* (Semiconductors & Semiconductor Equipment)		1,570		29,171
Veradigm, Inc.* (Health Care Technology)		3,335		58,830
Vericel Corp.* (Biotechnology)		822		21,651
Veris Residential, Inc.* (Equity Real Estate Investment Trusts (REITs))		1,355		21,585
Veritex Holdings, Inc. (Banks)		807		22,661
Viavi Solutions, Inc.* (Communications Equipment)		3,594		37,773
Vir Biotechnology, Inc.* (Biotechnology)		2,317		58,643
Virtus Investment Partners, Inc. (Capital Markets)		105		20,101
Vista Outdoor, Inc.* (Leisure Products)		778		18,960
Wabash National Corp. (Machinery)		849		19,187
Warrior Met Coal, Inc. (Metals & Mining)		883		30,587
WD-40 Co. (Household Products)		270		43,527
Westamerica Bancorp (Banks)		822		48,506
Winnebago Industries, Inc. (Automobiles)		429		22,608
WisdomTree, Inc. (Capital Markets)		1,904		10,377
Xencor, Inc.* (Biotechnology)		1,830		47,653
XPEL, Inc.* (Auto Components)		598		35,916
Yelp, Inc.* (Interactive Media & Services)		1,234		33,738
Zynex, Inc.(a) (Health Care Equipment & Supplies)		663		9,222
TOTAL COMMON STOCKS (Cost $10,446,180)				13,890,319

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap Growth :: 279

Collateral for Securities Loaned^(b) (0.5%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(c)		73,457	$	73,457
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $73,457)				73,457
TOTAL INVESTMENT SECURITIES (Cost $10,519,637)—100.9%				13,963,776
Net other assets (liabilities)—(0.9)%				(119,359	)
NET ASSETS—100.0%			$	13,844,417

* Non-income producing security.

^(a)  All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $71,383.

^(b)  Securities were purchased with cash collateral held from securities on loan at December 31, 2022.

^(c)  Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

ProFund VP Small-Cap Growth invested in the following industries as of December 31, 2022:

	Value			% of Net Assets
Aerospace & Defense	$	246,126			1.8	%
Air Freight & Logistics		156,440			1.1	%
Airlines		15,765			0.1	%
Auto Components		181,915			1.3	%
Automobiles		22,608			0.2	%
Banks		1,610,078			11.7	%
Beverages		72,519			0.5	%
Biotechnology		562,601			4.1	%
Building Products		368,747			2.7	%
Capital Markets		207,452			1.5	%
Chemicals		539,419			4.0	%
Commercial Services & Supplies		95,825			0.7	%
Communications Equipment		366,501			2.6	%
Construction & Engineering		252,241			1.8	%
Containers & Packaging		60,870			0.4	%
Diversified Consumer Services		174,706			1.3	%
Diversified Telecommunication Services		58,768			0.4	%
Electrical Equipment		77,171			0.6	%
Electronic Equipment, Instruments & Components		577,566			4.2	%
Energy Equipment & Services		303,545			2.2	%
Equity Real Estate Investment Trusts (REITs)		528,967			3.8	%
Food & Staples Retailing		36,091			0.3	%
Food Products		393,062			2.8	%
Gas Utilities		208,357			1.5	%
Health Care Equipment & Supplies		365,650			2.6	%
Health Care Providers & Services		484,317			3.5	%
Health Care Technology		125,344			0.9	%
Hotels, Restaurants & Leisure		229,078			1.6	%
Household Durables		136,119			1.0	%
Household Products		70,613			0.5	%
Insurance		251,469			1.8	%
Interactive Media & Services		71,243			0.5	%
Internet & Direct Marketing Retail		24,941			0.2	%
IT Services		213,726			1.5	%
Leisure Products		95,772			0.7	%
Machinery		867,429			6.3	%
Marine		72,074			0.5	%
Media		36,305			0.3	%
Metals & Mining		193,208			1.4	%
Mortgage Real Estate Investment Trusts (REITs)		28,885			0.2	%
Multi-Utilities		25,166			0.2	%
Oil, Gas & Consumable Fuels		420,294			3.0	%
Paper & Forest Products		34,157			0.2	%
Personal Products		205,323			1.5	%
Pharmaceuticals		383,965			2.8	%
Professional Services		145,314			1.0	%
Real Estate Management & Development		66,004			0.5	%
Road & Rail		48,963			0.4	%
Semiconductors & Semiconductor Equipment		732,087			5.4	%
Software		433,656			3.1	%
Specialty Retail		230,152			1.6	%
Technology Hardware, Storage & Peripherals		24,790			0.2	%
Textiles, Apparel & Luxury Goods		29,724			0.2	%
Thrifts & Mortgage Finance		228,034			1.6	%
Tobacco		20,957			0.2	%
Trading Companies & Distributors		231,016			1.7	%
Water Utilities		228,193			1.6	%
Wireless Telecommunication Services		19,011			0.1	%
Other**		(45,902	)		(0.4	)%
Total	$	13,844,417			100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

280  :: ProFund VP Small-Cap Growth :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	10,519,637
Securities, at value(a)		13,963,776
Total Investment Securities, at value		13,963,776
Cash		2,970
Dividends receivable		14,658
Prepaid expenses		1,296
TOTAL ASSETS		13,982,700
LIABILITIES:
Payable for collateral for securities loaned		73,457
Payable for capital shares redeemed		25,302
Advisory fees payable		10,494
Management services fees payable		1,399
Administration fees payable		1,344
Administrative services fees payable		4,145
Distribution fees payable		5,362
Transfer agency fees payable		2,336
Fund accounting fees payable		859
Compliance services fees payable		105
Other accrued expenses		13,480
TOTAL LIABILITIES		138,283
NET ASSETS	$	13,844,417
NET ASSETS CONSIST OF:
Capital	$	10,813,239
Total distributable earnings (loss)		3,031,178
NET ASSETS	$	13,844,417
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		516,268
Net Asset Value (offering and redemption price per share)	$	26.82

^(a) Includes securities on loan valued at: $ 71,383

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	196,638
Interest		775
Foreign tax withholding		(5	)
Net income from securities lending		25
TOTAL INVESTMENT INCOME		197,433
EXPENSES:
Advisory fees		127,951
Management services fees		17,060
Administration fees		16,157
Transfer agency fees		13,984
Administrative services fees		41,759
Distribution fees		42,650
Custody fees		4,182
Fund accounting fees		10,219
Trustee fees		283
Compliance services fees		105
Other fees		17,271
Total Gross Expenses before reductions		291,621
Expenses reduced and reimbursed by the Advisor		(5,140	)
TOTAL NET EXPENSES		286,481
NET INVESTMENT INCOME (LOSS)		(89,048	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		620,718
Change in net unrealized appreciation/depreciation on investment securities		(5,814,159	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(5,193,441	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(5,282,489	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap Growth :: 281

Statements of Changes in Net Assets
	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(89,048	)	$	(212,838	)
Net realized gains (losses) on investments		620,718			3,179,664
Change in net unrealized appreciation/depreciation on investments		(5,814,159	)		1,532,721
Change in net assets resulting from operations		(5,282,489	)		4,499,547
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(2,541,552	)		(1,751,943	)
Change in net assets resulting from distributions		(2,541,552	)		(1,751,943	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		7,397,785			23,826,116
Distributions reinvested		2,541,552			1,751,943
Value of shares redeemed		(13,485,472	)		(25,640,769	)
Change in net assets resulting from capital transactions		(3,546,135	)		(62,710	)
Change in net assets		(11,370,176	)		2,684,894
NET ASSETS:
Beginning of period		25,214,593			22,529,699
End of period	$	13,844,417		$	25,214,593
SHARE TRANSACTIONS:
Issued		247,276			594,889
Reinvested		90,447			48,104
Redeemed		(436,566	)		(644,056	)
Change in shares		(98,843	)		(1,063	)

See accompanying notes to financial statements.

282 :: ProFund VP Small-Cap Growth :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	40.99		$	36.56		$	35.85		$	34.55		$	39.34
Investment Activities:
Net investment income (loss)(a)		(0.16	)		(0.33	)		(0.22	)		(0.19	)		(0.32	)
Net realized and unrealized gains (losses) on investments		(8.79	)		7.53			5.52			6.37			(1.42	)
Total income (loss) from investment activities		(8.95	)		7.20			5.30			6.18			(1.74	)
Distributions to Shareholders From:
Net realized gains on investments		(5.22	)		(2.77	)		(4.59	)		(4.88	)		(3.05	)
Net Asset Value, End of Period	$	26.82		$	40.99		$	36.56		$	35.85		$	34.55
Total Return(b)		(22.41	)%		20.64	%		17.39	%		19.12	%		(5.75	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.71	%		1.68	%		1.74	%		1.73	%		1.69	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		(0.52	)%		(0.82	)%		(0.69	)%		(0.51	)%		(0.78	)%
Supplemental Data:
Net assets, end of period (000's)	$	13,844		$	25,215		$	22,530		$	18,070		$	19,185
Portfolio turnover rate(c)		73	%		112	%		148	%		108	%		155	%

^(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

^(b)  Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.

^(c)  Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Small-Cap Value :: 283

ProFund VP Small-Cap Value (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the S&P SmallCap 600^® Value Index (the "Index"). For the year ended December 31, 2022, the Fund had a total return of -12.41%. For the same period, the Index had a return of -11.04%¹ and a volatility of 23.99%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index is designed to provide a comprehensive measure of small-cap U.S. equity "value" performance. It is an unmanaged, float-adjusted, market capitalization-weighted index comprising stocks representing approximately half the market capitalization of the S&P SmallCap 600^® that have been identified as being on the value end of the growth-value spectrum. Securities are selected for inclusion in the Index by an S&P committee through a process that factors in criteria such as liquidity, price, market capitalization, financial viability, and public float.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Small-Cap Value from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Small-Cap Value		-12.41	%		3.65	%		8.49	%
S&P SmallCap 600® Value Index		-11.04	%		5.38	%		10.33	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Small-Cap Value		1.69	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Meritage Homes Corp.		0.8	%
Essential Properties Realty Trust, Inc.		0.8	%
Avista Corp.		0.8	%
Signet Jewelers, Ltd.		0.8	%
Insight Enterprises, Inc.		0.7	%

S&P SmallCap 600^® Value Index – Composition

	% of Index
Financials		19	%
Consumer Discretionary		18	%
Industrials		16	%
Real Estate		12	%
Information Technology		9	%
Health Care		8	%
Materials		5	%
Consumer Staples		5	%
Energy		4	%
Communication Services		2	%
Utilities		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

284  :: ProFund VP Small-Cap Value :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (100.0%)

	Shares		Value
3D Systems Corp.* (Technology Hardware,  Storage & Peripherals)		5,778	$	42,757
8x8, Inc.* (Software)		2,658		11,483
AAR Corp.* (Aerospace & Defense)		1,468		65,913
Aaron's Co., Inc. (The) (Specialty Retail)		1,355		16,192
Abercrombie & Fitch Co.* (Specialty Retail)		2,178		49,898
ABM Industries, Inc. (Commercial Services &  Supplies)		2,914		129,440
Academy Sports & Outdoors, Inc. (Leisure  Products)		1,860		97,725
Acadia Realty Trust (Equity Real Estate  Investment Trusts (REITs))		4,183		60,026
Adeia, Inc. (Software)		4,631		43,901
ADTRAN Holdings, Inc. (Communications  Equipment)		965		18,132
AdvanSix, Inc. (Chemicals)		1,213		46,118
Agiliti, Inc.* (Health Care Providers & Services)		808		13,178
Agree Realty Corp. (Equity Real Estate  Investment Trusts (REITs))		1,210		85,825
Alamo Group, Inc. (Machinery)		122		17,275
Alexander & Baldwin, Inc. (Equity Real Estate  Investment Trusts (REITs))		3,195		59,842
Allegiant Travel Co.* (Airlines)		689		46,845
Ambac Financial Group, Inc.* (Insurance)		1,981		34,549
AMC Networks, Inc.*—Class A (Media)		1,236		19,368
American Assets Trust, Inc. (Equity Real  Estate Investment Trusts (REITs))		2,292		60,738
American Axle & Manufacturing Holdings,  Inc.* (Auto Components)		5,046		39,460
American Eagle Outfitters, Inc. (Specialty  Retail)		7,674		107,129
American Equity Investment Life Holding Co.  (Insurance)		1,467		66,925
American States Water Co. (Water Utilities)		505		46,738
American Woodmark Corp.* (Building  Products)		732		35,766
America's Car-Mart, Inc.* (Specialty Retail)		255		18,426
Ameris Bancorp (Banks)		1,120		52,797
AMERISAFE, Inc. (Insurance)		379		19,697
AngioDynamics, Inc.* (Health Care  Equipment & Supplies)		1,723		23,726
ANI Pharmaceuticals, Inc.* (Pharmaceuticals)		258		10,379
Anika Therapeutics, Inc.* (Health Care  Equipment & Supplies)		308		9,117
Apogee Enterprises, Inc. (Building Products)		421		18,718
Apollo Commercial Real Estate Finance, Inc.  (Mortgage Real Estate Investment Trusts  (REITs))		5,698		61,309
Apollo Medical Holdings, Inc.* (Health Care  Providers & Services)		1,749		51,753
ArcBest Corp. (Road & Rail)		1,076		75,363
Archrock, Inc. (Energy Equipment & Services)		5,894		52,928
Arconic Corp.* (Metals & Mining)		4,471		94,606
Arcosa, Inc. (Construction & Engineering)		723		39,288
Arlo Technologies, Inc.* (Electronic Equipment,  Instruments & Components)		1,950		6,845
Armada Hoffler Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		1,044		12,006
Artivion, Inc.* (Health Care Equipment & Supplies)		1,776		21,525
Asbury Automotive Group, Inc.* (Specialty Retail)		536		96,078
Assured Guaranty, Ltd. (Insurance)		1,293		80,502
Astec Industries, Inc. (Machinery)		1,000		40,660
ATI, Inc.* (Metals & Mining)		2,170		64,796
Atlas Air Worldwide Holdings, Inc.* (Air Freight & Logistics)		624		62,899
Avanos Medical, Inc.* (Health Care Equipment & Supplies)		2,048		55,419
Avid Bioservices, Inc.* (Biotechnology)		849		11,691
Avid Technology, Inc.* (Technology Hardware, Storage & Peripherals)		600		15,954
Avista Corp. (Multi-Utilities)		3,250		144,106
Axos Financial, Inc.* (Thrifts & Mortgage Finance)		1,083		41,392
AZZ, Inc. (Electrical Equipment)		1,094		43,979
B Riley Financial, Inc. (Capital Markets)		359		12,278
B&G Foods, Inc.(a) (Food Products)		3,157		35,201
Banc of California, Inc. (Banks)		2,464		39,252
BankUnited, Inc. (Banks)		3,403		115,599
Barnes Group, Inc. (Machinery)		2,227		90,974
Bed Bath & Beyond, Inc.*(a) (Specialty Retail)		2,063		5,178
Benchmark Electronics, Inc. (Electronic Equipment, Instruments & Components)		1,550		41,370
Berkshire Hills Bancorp, Inc. (Banks)		833		24,907
Big Lots, Inc. (Multiline Retail)		1,275		18,743
BJ's Restaurants, Inc.* (Hotels, Restaurants & Leisure)		1,030		27,171
Bloomin' Brands, Inc. (Hotels, Restaurants & Leisure)		1,624		32,675
Boot Barn Holdings, Inc.* (Specialty Retail)		513		32,073
Brady Corp.—Class A (Commercial Services & Supplies)		715		33,677
Brandywine Realty Trust (Equity Real Estate Investment Trusts (REITs))		7,558		46,482
Bread Financial Holdings, Inc. (IT Services)		2,197		82,739
Brightsphere Investment Group, Inc. (Capital Markets)		683		14,056
Brinker International, Inc.* (Hotels, Restaurants & Leisure)		1,940		61,905
Bristow Group, Inc.* (Energy Equipment & Services)		1,036		28,107
Brookline Bancorp, Inc. (Banks)		3,385		47,898
Calavo Growers, Inc. (Food Products)		782		22,991
Caleres, Inc. (Specialty Retail)		1,607		35,804
California Water Service Group (Water Utilities)		917		55,606
Callon Petroleum Co.* (Oil, Gas & Consumable Fuels)		1,126		41,763
Capitol Federal Financial, Inc. (Thrifts & Mortgage Finance)		5,688		49,201

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap Value :: 285

Common Stocks, continued

	Shares		Value
Cardiovascular Systems, Inc.* (Health Care Equipment & Supplies)		1,846	$	25,143
CareTrust REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		1,624		30,174
Carpenter Technology Corp. (Metals & Mining)		2,133		78,793
Centerspace (Equity Real Estate Investment Trusts (REITs))		664		38,957
Central Garden & Pet Co.* (Household Products)		223		8,351
Central Garden & Pet Co.*—Class A (Household Products)		949		33,974
Central Pacific Financial Corp. (Banks)		1,199		24,316
Century Aluminum Co.* (Metals & Mining)		2,252		18,421
Century Communities, Inc. (Household Durables)		1,245		62,262
Cerence, Inc.* (Software)		1,735		32,150
CEVA, Inc.* (Semiconductors & Semiconductor Equipment)		398		10,181
Chatham Lodging Trust (Equity Real Estate Investment Trusts (REITs))		2,149		26,368
Chesapeake Utilities Corp. (Gas Utilities)		258		30,490
Chico's FAS, Inc.* (Specialty Retail)		5,511		27,114
Chuy's Holdings, Inc.* (Hotels, Restaurants & Leisure)		364		10,301
Cinemark Holdings, Inc.* (Entertainment)		4,721		40,884
CIRCOR International, Inc.* (Machinery)		898		21,516
Clearwater Paper Corp.* (Paper & Forest Products)		737		27,866
Cogent Communications Holdings, Inc. (Diversified Telecommunication Services)		772		44,066
Coherus Biosciences, Inc.* (Biotechnology)		1,395		11,048
Cohu, Inc.* (Semiconductors & Semiconductor Equipment)		713		22,852
Columbia Banking System, Inc. (Banks)		1,662		50,076
Community Bank System, Inc. (Banks)		1,017		64,020
Community Health Systems, Inc. (Health Care Providers & Services)		5,520		23,846
Community Healthcare Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		415		14,857
Compass Minerals International, Inc. (Metals & Mining)		1,498		61,418
Computer Programs and Systems, Inc.* (Health Care Technology)		294		8,003
Comtech Telecommunications Corp. (Communications Equipment)		1,219		14,799
CONMED Corp. (Health Care Equipment & Supplies)		685		60,718
Consensus Cloud Solutions, Inc.* (Software)		248		13,332
Consolidated Communications Holdings, Inc.* (Diversified Telecommunication Services)		3,255		11,653
Core Laboratories N.V. (Energy Equipment & Services)		1,063		21,547
CoreCivic, Inc.* (Equity Real Estate Investment Trusts (REITs))		5,064		58,540
Corsair Gaming, Inc.* (Technology Hardware, Storage & Peripherals)		745		10,110
CorVel Corp.* (Health Care Providers & Services)		141		20,492
Cushman & Wakefield PLC* (Real Estate Management & Development)		7,159		89,201
Customers Bancorp, Inc.* (Banks)		673		19,073
Cutera, Inc.* (Health Care Equipment & Supplies)		228		10,082
Dave & Buster's Entertainment, Inc.* (Hotels, Restaurants & Leisure)		813		28,813
Deluxe Corp. (Commercial Services & Supplies)		1,899		32,245
Designer Brands, Inc. (Specialty Retail)		2,239		21,897
DiamondRock Hospitality Co. (Equity Real Estate Investment Trusts (REITs))		9,222		75,528
Digital Turbine, Inc.* (Software)		1,429		21,778
Dine Brands Global, Inc. (Hotels, Restaurants & Leisure)		276		17,830
DMC Global, Inc.* (Energy Equipment & Services)		817		15,882
Donnelley Financial Solutions, Inc.* (Capital Markets)		551		21,296
Douglas Elliman, Inc. (Real Estate Management & Development)		2,972		12,096
Dril-Quip, Inc.* (Energy Equipment & Services)		702		19,073
DXP Enterprises, Inc.* (Trading Companies & Distributors)		695		19,147
Eagle Bancorp, Inc. (Banks)		1,405		61,918
Eagle Pharmaceuticals, Inc.* (Biotechnology)		151		4,414
Easterly Government Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		3,998		57,051
Ebix, Inc. (Software)		1,033		20,619
Edgewell Personal Care Co. (Personal Products)		1,187		45,747
El Pollo Loco Holdings, Inc. (Hotels, Restaurants & Leisure)		865		8,615
Ellington Financial, Inc. (Mortgage Real Estate Investment Trusts (REITs))		2,529		31,284
Elme Communities (Equity Real Estate Investment Trusts (REITs))		3,854		68,601
Embecta Corp. (Health Care Equipment & Supplies)		1,350		34,142
Emergent BioSolutions, Inc.* (Biotechnology)		1,955		23,089
Employers Holdings, Inc. (Insurance)		586		25,274
Enanta Pharmaceuticals, Inc.* (Biotechnology)		523		24,330
Encore Capital Group, Inc.* (Consumer Finance)		1,030		49,378
Enerpac Tool Group Corp. (Machinery)		852		21,683
Enhabit, Inc.* (Health Care Providers & Services)		2,185		28,755
Enova International, Inc.* (Consumer Finance)		1,386		53,181
ePlus, Inc.* (Electronic Equipment, Instruments & Components)		617		27,321
ESCO Technologies, Inc. (Machinery)		364		31,865
Essential Properties Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		6,270		147,156
EVERTEC, Inc. (IT Services)		1,005		32,542
Exponent, Inc. (Professional Services)		692		68,569
EZCORP, Inc.*—Class A (Consumer Finance)		2,365		19,275

See accompanying notes to financial statements.

286  :: ProFund VP Small-Cap Value :: Financial Statements

Common Stocks, continued

	Shares		Value
FARO Technologies, Inc.* (Electronic Equipment, Instruments & Components)		827	$	24,322
FB Financial Corp. (Banks)		775		28,009
First Bancorp (Banks)		629		26,946
First Commonwealth Financial Corp. (Banks)		1,850		25,845
First Financial Bancorp (Banks)		1,880		45,552
First Hawaiian, Inc. (Banks)		2,699		70,282
FormFactor, Inc.* (Semiconductors & Semiconductor Equipment)		3,381		75,160
Forrester Research, Inc.* (Professional Services)		495		17,701
Four Corners Property Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		1,219		31,609
Franklin BSP Realty Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		3,633		46,866
Franklin Street Properties Corp. (Equity Real Estate Investment Trusts (REITs))		4,035		11,016
Fresh Del Monte Produce, Inc. (Food Products)		1,349		35,330
Frontdoor, Inc.* (Diversified Consumer Services)		1,723		35,838
Fulgent Genetics, Inc.* (Health Care Providers & Services)		477		14,205
FutureFuel Corp. (Chemicals)		490		3,984
Gannett Co., Inc.* (Media)		6,438		13,069
Genesco, Inc.* (Specialty Retail)		547		25,173
Gentherm, Inc.* (Auto Components)		571		37,281
Genworth Financial, Inc.* (Insurance)		21,863		115,654
Getty Realty Corp. (Equity Real Estate Investment Trusts (REITs))		675		22,849
Gibraltar Industries, Inc.* (Building Products)		1,364		62,580
G-III Apparel Group, Ltd.* (Textiles, Apparel & Luxury Goods)		1,879		25,761
Glaukos Corp.* (Health Care Equipment & Supplies)		694		30,314
Global Net Lease, Inc. (Equity Real Estate Investment Trusts (REITs))		4,572		57,470
GMS, Inc.* (Trading Companies & Distributors)		1,867		92,976
Gogo, Inc.* (Wireless Telecommunication Services)		1,001		14,775
Golden Entertainment, Inc.* (Hotels, Restaurants & Leisure)		377		14,100
Granite Construction, Inc. (Construction & Engineering)		1,926		67,544
Granite Point Mortgage Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		2,307		12,366
Green Dot Corp.*—Class A (Consumer Finance)		2,065		32,668
Green Plains, Inc.* (Oil, Gas & Consumable Fuels)		2,613		79,697
Group 1 Automotive, Inc. (Specialty Retail)		642		115,798
Guess?, Inc. (Specialty Retail)		1,343		27,787
H.B. Fuller Co. (Chemicals)		845		60,519
Harsco Corp.* (Machinery)		3,501		22,021
Haverty Furniture Cos., Inc. (Specialty Retail)		286		8,551
Hawaiian Holdings, Inc.* (Airlines)		2,264		23,229
Haynes International, Inc. (Metals & Mining)		181		8,270
HCI Group, Inc.(a) (Insurance)		304		12,035
Healthcare Services Group, Inc. (Commercial Services & Supplies)		3,264		39,168
HealthStream, Inc.* (Health Care Technology)		383		9,513
Heartland Express, Inc. (Road & Rail)		718		11,014
Heidrick & Struggles International, Inc. (Professional Services)		876		24,502
Helix Energy Solutions Group, Inc.* (Energy Equipment & Services)		6,287		46,398
Helmerich & Payne, Inc. (Energy Equipment & Services)		1,948		96,563
Hersha Hospitality Trust (Equity Real Estate Investment Trusts (REITs))		1,450		12,354
Heska Corp.* (Health Care Equipment & Supplies)		448		27,848
Hibbett, Inc. (Specialty Retail)		265		18,078
Hilltop Holdings, Inc. (Banks)		2,020		60,620
HNI Corp. (Commercial Services & Supplies)		1,823		51,828
HomeStreet, Inc. (Thrifts & Mortgage Finance)		784		21,623
Hope Bancorp, Inc. (Banks)		5,263		67,419
Horace Mann Educators Corp. (Insurance)		1,801		67,303
Hub Group, Inc.*—Class A (Air Freight & Logistics)		792		62,956
Hudson Pacific Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		5,644		54,916
Ichor Holdings, Ltd.* (Semiconductors & Semiconductor Equipment)		1,269		34,035
Independent Bank Corp. (Banks)		965		81,475
Independent Bank Group, Inc. (Banks)		1,561		93,785
Industrial Logistics Properties Trust (Equity Real Estate Investment Trusts (REITs))		2,891		9,454
Inogen, Inc.* (Health Care Equipment & Supplies)		1,009		19,887
Insight Enterprises, Inc.* (Electronic Equipment, Instruments & Components)		1,336		133,960
Installed Building Products, Inc. (Household Durables)		351		30,046
Insteel Industries, Inc. (Building Products)		464		12,769
Integer Holdings Corp.* (Health Care Equipment & Supplies)		1,459		99,882
Interface, Inc. (Commercial Services & Supplies)		2,563		25,297
Invesco Mortgage Capital, Inc. (Mortgage Real Estate Investment Trusts (REITs))		856		10,897
iRobot Corp.* (Household Durables)		1,199		57,708
Ironwood Pharmaceuticals, Inc.* (Biotechnology)		2,176		26,961
iStar, Inc. (Equity Real Estate Investment Trusts (REITs))		3,818		29,131
Itron, Inc.* (Electronic Equipment, Instruments & Components)		1,990		100,794
James River Group Holdings, Ltd. (Insurance)		1,650		34,502
John B Sanfilippo & Son, Inc. (Food Products)		153		12,442
John Bean Technologies Corp. (Machinery)		1,404		128,228
Kaman Corp.—Class A (Trading Companies & Distributors)		1,234		27,518
KAR Auction Services, Inc.* (Commercial Services & Supplies)		4,800		62,640
Kelly Services, Inc.—Class A (Professional Services)		1,523		25,739

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap Value :: 287

Common Stocks, continued

	Shares		Value
KKR Real Estate Finance Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		2,527	$	35,277
Knowles Corp.* (Electronic Equipment, Instruments & Components)		4,006		65,779
Kontoor Brands, Inc. (Textiles, Apparel & Luxury Goods)		2,174		86,938
Koppers Holdings, Inc. (Chemicals)		920		25,944
Korn Ferry (Professional Services)		1,222		61,858
La-Z-Boy, Inc. (Household Durables)		1,897		43,290
LCI Industries (Auto Components)		560		51,772
LeMaitre Vascular, Inc. (Health Care Equipment & Supplies)		264		12,149
LendingTree, Inc.* (Thrifts & Mortgage Finance)		478		10,196
Leslie's, Inc.* (Specialty Retail)		2,286		27,912
LGI Homes, Inc.* (Household Durables)		903		83,618
Ligand Pharmaceuticals, Inc.* (Biotechnology)		326		21,777
Liquidity Services, Inc.* (Internet & Direct Marketing Retail)		536		7,536
LivePerson, Inc.* (Software)		1,481		15,017
LiveRamp Holdings, Inc.* (IT Services)		1,317		30,870
LTC Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		624		22,171
LXP Industrial Trust (Equity Real Estate Investment Trusts (REITs))		12,143		121,673
M.D.C Holdings, Inc. (Household Durables)		2,511		79,348
M/I Homes, Inc.* (Household Durables)		1,208		55,785
MarineMax, Inc.* (Specialty Retail)		949		29,628
Masterbrand, Inc.* (Building Products)		5,696		43,005
Materion Corp. (Metals & Mining)		389		34,041
Mativ Holdings, Inc. (Paper & Forest Products)		2,422		50,620
Matthews International Corp.—Class A (Commercial Services & Supplies)		1,348		41,033
Mercer International, Inc. (Paper & Forest Products)		1,013		11,791
Mercury General Corp. (Insurance)		1,171		40,048
Meritage Homes Corp.* (Household Durables)		1,611		148,533
Mesa Laboratories, Inc. (Health Care Equipment & Supplies)		84		13,962
Methode Electronics, Inc. (Electronic Equipment, Instruments & Components)		773		34,298
Middlesex Water Co. (Water Utilities)		280		22,028
MillerKnoll, Inc. (Commercial Services & Supplies)		3,327		69,900
Minerals Technologies, Inc. (Chemicals)		1,430		86,830
Mister Car Wash, Inc.* (Diversified Consumer Services)		1,710		15,783
ModivCare, Inc.* (Health Care Providers & Services)		560		50,249
Monro, Inc. (Specialty Retail)		1,385		62,602
Moog, Inc.—Class A (Aerospace & Defense)		497		43,617
Motorcar Parts of America, Inc.* (Auto Components)		857		10,164
Movado Group, Inc. (Textiles, Apparel & Luxury Goods)		701		22,607
MYR Group, Inc.* (Construction & Engineering)		365		33,606
Myriad Genetics, Inc.* (Biotechnology)		3,569		51,786
Nabors Industries, Ltd.* (Energy Equipment & Services)		126		19,514
National Bank Holdings Corp. (Banks)		565		23,770
National Beverage Corp.* (Beverages)		330		15,355
National Presto Industries, Inc. (Aerospace & Defense)		224		15,335
National Vision Holdings, Inc.* (Specialty Retail)		1,460		56,590
Nektar Therapeutics* (Pharmaceuticals)		4,306		9,732
NeoGenomics, Inc.* (Life Sciences Tools & Services)		5,568		51,448
NETGEAR, Inc.* (Communications Equipment)		1,273		23,054
New York Mortgage Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		16,345		41,843
Nexpoint Residential Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		471		20,498
NMI Holdings, Inc.*—Class A (Thrifts & Mortgage Finance)		1,804		37,704
Northfield Bancorp, Inc. (Thrifts & Mortgage Finance)		852		13,402
Northwest Bancshares, Inc. (Thrifts & Mortgage Finance)		2,685		37,536
Northwest Natural Holding Co. (Gas Utilities)		556		26,460
NOW, Inc.* (Trading Companies & Distributors)		4,865		61,786
Nu Skin Enterprises, Inc.—Class A (Personal Products)		2,177		91,783
NuVasive, Inc.* (Health Care Equipment & Supplies)		2,296		94,687
Oceaneering International, Inc.* (Energy Equipment & Services)		1,236		21,618
Office Properties Income Trust (Equity Real Estate Investment Trusts (REITs))		2,138		28,542
O-I Glass, Inc.* (Containers & Packaging)		3,689		61,127
Oil States International, Inc.* (Energy Equipment & Services)		2,816		21,007
Olympic Steel, Inc. (Metals & Mining)		422		14,171
OneSpan, Inc.* (Software)		793		8,874
OptimizeRx Corp.* (Health Care Technology)		317		5,326
OraSure Technologies, Inc.* (Health Care Equipment & Supplies)		3,200		15,424
Organogenesis Holdings, Inc.* (Biotechnology)		3,115		8,379
Orion Office REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		2,495		21,307
Orthofix Medical, Inc.* (Health Care Equipment & Supplies)		881		18,087
OSI Systems, Inc.* (Electronic Equipment, Instruments & Components)		339		26,957
Outfront Media, Inc. (Equity Real Estate Investment Trusts (REITs))		6,435		106,692
Owens & Minor, Inc.* (Health Care Providers & Services)		3,358		65,582
Oxford Industries, Inc. (Textiles, Apparel & Luxury Goods)		197		18,356
Pacific Premier Bancorp, Inc. (Banks)		4,185		132,078
Par Pacific Holdings, Inc.* (Oil, Gas & Consumable Fuels)		2,443		56,800
Park Aerospace Corp. (Aerospace & Defense)		403		5,404

See accompanying notes to financial statements.

288  :: ProFund VP Small-Cap Value :: Financial Statements

Common Stocks, continued

	Shares		Value
Pathward Financial, Inc. (Thrifts & Mortgage Finance)		355	$	15,283
Patrick Industries, Inc. (Auto Components)		948		57,448
Patterson-UTI Energy, Inc. (Energy Equipment & Services)		3,055		51,446
Payoneer Global, Inc.* (IT Services)		5,013		27,421
PC Connection, Inc. (Electronic Equipment, Instruments & Components)		497		23,309
Pediatrix Medical Group, Inc.* (Health Care Providers & Services)		3,607		53,600
PennyMac Mortgage Investment Trust (Mortgage Real Estate Investment Trusts (REITs))		3,917		48,532
Perdoceo Education Corp.* (Diversified Consumer Services)		1,094		15,207
Perficient, Inc.* (IT Services)		655		45,739
PetMed Express, Inc. (Internet & Direct Marketing Retail)		928		16,426
Phibro Animal Health Corp.—Class A (Pharmaceuticals)		897		12,029
Pitney Bowes, Inc. (Commercial Services & Supplies)		7,129		27,090
Powell Industries, Inc. (Electrical Equipment)		399		14,037
PRA Group, Inc.* (Consumer Finance)		1,718		58,034
Prestige Consumer Healthcare, Inc.* (Pharmaceuticals)		654		40,940
PriceSmart, Inc. (Food & Staples Retailing)		1,102		66,980
ProAssurance Corp. (Insurance)		2,377		41,526
PROG Holdings, Inc.* (Consumer Finance)		2,204		37,226
ProPetro Holding Corp.* (Energy Equipment & Services)		4,238		43,948
Proto Labs, Inc.* (Machinery)		1,193		30,457
Provident Financial Services, Inc. (Thrifts & Mortgage Finance)		3,315		70,808
Quanex Building Products Corp. (Building Products)		627		14,847
QuinStreet, Inc.* (Interactive Media & Services)		1,067		15,311
RadNet, Inc.* (Health Care Providers & Services)		2,147		40,428
Rayonier Advanced Materials, Inc.* (Chemicals)		2,818		27,053
RE/MAX Holdings, Inc. (Real Estate Management & Development)		804		14,987
Ready Capital Corp. (Mortgage Real Estate Investment Trusts (REITs))		4,331		48,247
Realogy Holdings Corp.* (Real Estate Management & Development)		4,823		30,819
Redwood Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		4,993		33,753
Renasant Corp. (Banks)		2,464		92,622
Rent-A-Center, Inc. (Specialty Retail)		2,207		49,768
Resideo Technologies, Inc.* (Building Products)		6,423		105,658
Resources Connection, Inc. (Professional Services)		1,412		25,953
Retail Opportunity Investments Corp. (Equity Real Estate Investment Trusts (REITs))		5,485		82,440
Rogers Corp.* (Electronic Equipment, Instruments & Components)		828		98,814
RPT Realty (Equity Real Estate Investment Trusts (REITs))		3,755		37,700
Ruth's Hospitality Group, Inc. (Hotels, Restaurants & Leisure)		640		9,907
S&T Bancorp, Inc. (Banks)		532		18,184
Sabre Corp.* (IT Services)		8,968		55,422
Safehold, Inc. (Equity Real Estate Investment Trusts (REITs))		1,069		30,595
Safety Insurance Group, Inc. (Insurance)		279		23,509
Sally Beauty Holdings, Inc.* (Specialty Retail)		4,712		58,994
Sanmina Corp.* (Electronic Equipment, Instruments & Components)		1,364		78,144
Saul Centers, Inc. (Equity Real Estate Investment Trusts (REITs))		244		9,926
ScanSource, Inc.* (Electronic Equipment, Instruments & Components)		1,111		32,463
Scholastic Corp. (Media)		1,309		51,653
Seacoast Banking Corp. of Florida (Banks)		1,441		44,945
Select Medical Holdings Corp. (Health Care Providers & Services)		4,591		113,994
Semtech Corp.* (Semiconductors & Semiconductor Equipment)		2,798		80,274
Seneca Foods Corp.*—Class A (Food Products)		234		14,262
Service Properties Trust (Equity Real Estate Investment Trusts (REITs))		7,288		53,130
Shake Shack, Inc.*—Class A (Hotels, Restaurants & Leisure)		773		32,103
Shenandoah Telecommunications Co. (Wireless Telecommunication Services)		2,206		35,031
Shoe Carnival, Inc. (Specialty Retail)		753		18,004
Shutterstock, Inc. (Internet & Direct Marketing Retail)		549		28,943
Signet Jewelers, Ltd. (Specialty Retail)		2,037		138,516
Simmons First National Corp.—Class A (Banks)		5,592		120,674
Simulations Plus, Inc. (Health Care Technology)		234		8,557
SiriusPoint, Ltd.* (Insurance)		3,743		22,084
SITE Centers Corp. (Equity Real Estate Investment Trusts (REITs))		8,143		111,233
Six Flags Entertainment Corp.* (Hotels, Restaurants & Leisure)		1,857		43,175
SkyWest, Inc.* (Airlines)		2,230		36,817
Sleep Number Corp.* (Specialty Retail)		969		25,175
SMART Global Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		2,142		31,873
Sonic Automotive, Inc.—Class A (Specialty Retail)		735		36,213
Sonos, Inc.* (Household Durables)		5,604		94,708
Southside Bancshares, Inc. (Banks)		564		20,298
SpartanNash Co. (Food & Staples Retailing)		1,556		47,053
SPX Technologies, Inc.* (Machinery)		755		49,566
Standard Motor Products, Inc. (Auto Components)		827		28,780
Standex International Corp. (Machinery)		169		17,307
Stepan Co. (Chemicals)		326		34,706
Steven Madden, Ltd. (Textiles, Apparel & Luxury Goods)		3,224		103,040

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap Value :: 289

Common Stocks, continued

	Shares		Value
Stewart Information Services Corp. (Insurance)		1,194	$	51,020
Strategic Education, Inc. (Diversified Consumer Services)		421		32,973
Sturm Ruger & Co., Inc. (Leisure Products)		303		15,338
Summit Hotel Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		4,710		34,006
SunCoke Energy, Inc. (Metals & Mining)		3,674		31,707
Sunstone Hotel Investors, Inc. (Equity Real Estate Investment Trusts (REITs))		9,263		89,481
Surmodics, Inc.* (Health Care Equipment & Supplies)		290		9,895
Sylvamo Corp. (Paper & Forest Products)		626		30,417
Talos Energy, Inc.* (Oil, Gas & Consumable Fuels)		1,321		24,940
Tanger Factory Outlet Centers, Inc. (Equity Real Estate Investment Trusts (REITs))		2,068		37,100
Telephone and Data Systems, Inc. (Wireless Telecommunication Services)		4,397		46,124
Tennant Co. (Machinery)		819		50,426
The Andersons, Inc. (Food & Staples Retailing)		768		26,872
The Buckle, Inc. (Specialty Retail)		404		18,321
The Cheesecake Factory, Inc. (Hotels, Restaurants & Leisure)		2,106		66,782
The Chefs' Warehouse, Inc.* (Food & Staples Retailing)		571		19,003
The Children's Place, Inc.* (Specialty Retail)		574		20,905
The E.W. Scripps Co.*—Class A (Media)		2,554		33,687
The GEO Group, Inc.* (Equity Real Estate Investment Trusts (REITs))		5,469		59,886
The Greenbrier Cos., Inc. (Machinery)		1,444		48,417
The Hain Celestial Group, Inc.* (Food Products)		3,935		63,668
The Joint Corp.* (Health Care Providers & Services)		250		3,495
The Marcus Corp. (Entertainment)		1,076		15,484
The ODP Corp.* (Specialty Retail)		1,776		80,879
The Pennant Group, Inc.* (Health Care Providers & Services)		1,243		13,648
Thryv Holdings, Inc.* (Media)		1,351		25,669
TimkenSteel Corp.* (Metals & Mining)		994		18,061
Tompkins Financial Corp. (Banks)		199		15,438
Tredegar Corp. (Chemicals)		1,110		11,344
TreeHouse Foods, Inc.* (Food Products)		1,179		58,219
Tri Pointe Homes, Inc.* (Household Durables)		4,445		82,633
Trinity Industries, Inc. (Machinery)		1,470		43,468
Trinseo PLC (Chemicals)		1,541		34,996
Triumph Financial, Inc.* (Banks)		395		19,304
Triumph Group, Inc.* (Aerospace & Defense)		2,863		30,119
TrueBlue, Inc.* (Professional Services)		1,441		28,215
TrustCo Bank Corp. (Thrifts & Mortgage Finance)		286		10,751
Trustmark Corp. (Banks)		832		29,045
TTEC Holdings, Inc. (IT Services)		417		18,402
TTM Technologies, Inc.* (Electronic Equipment, Instruments & Components)		4,504		67,920
Two Harbors Investment Corp. (Mortgage Real Estate Investment Trusts (REITs))		3,807		60,036
U.S. Physical Therapy, Inc. (Health Care Providers & Services)		223		18,070
U.S. Silica Holdings, Inc.* (Energy Equipment & Services)		1,398		17,475
Ultra Clean Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		903		29,934
UniFirst Corp. (Commercial Services & Supplies)		272		52,493
Unisys Corp.* (IT Services)		2,988		15,269
United Community Banks, Inc. (Banks)		1,637		55,331
United Fire Group, Inc. (Insurance)		955		26,129
United Natural Foods, Inc.* (Food & Staples Retailing)		2,568		99,408
Uniti Group, Inc. (Equity Real Estate Investment Trusts (REITs))		5,747		31,781
Universal Corp. (Tobacco)		1,082		57,140
Universal Electronics, Inc.* (Household Durables)		530		11,029
Universal Health Realty Income Trust (Equity Real Estate Investment Trusts (REITs))		195		9,307
Universal Insurance Holdings, Inc. (Insurance)		1,210		12,814
Urban Edge Properties (Equity Real Estate Investment Trusts (REITs))		2,535		35,718
Urban Outfitters, Inc.* (Specialty Retail)		2,638		62,916
Urstadt Biddle Properties, Inc.—Class A (Equity Real Estate Investment Trusts (REITs))		566		10,726
USANA Health Sciences, Inc.* (Personal Products)		491		26,121
Vanda Pharmaceuticals, Inc.* (Biotechnology)		2,485		18,364
Varex Imaging Corp.* (Health Care Equipment & Supplies)		1,757		35,667
Vector Group, Ltd. (Tobacco)		3,245		38,486
Vericel Corp.* (Biotechnology)		895		23,574
Veris Residential, Inc.* (Equity Real Estate Investment Trusts (REITs))		1,536		24,468
Veritex Holdings, Inc. (Banks)		1,212		34,033
Veritiv Corp. (Trading Companies & Distributors)		594		72,296
Viad Corp.* (Commercial Services & Supplies)		909		22,171
Viavi Solutions, Inc.* (Communications Equipment)		4,785		50,290
Virtus Investment Partners, Inc. (Capital Markets)		146		27,950
Vista Outdoor, Inc.* (Leisure Products)		1,371		33,411
Wabash National Corp. (Machinery)		887		20,046
Walker & Dunlop, Inc. (Thrifts & Mortgage Finance)		1,352		106,105
Warrior Met Coal, Inc. (Metals & Mining)		1,001		34,675
WD-40 Co. (Household Products)		209		33,693
Whitestone REIT (Equity Real Estate Investment Trusts (REITs))		2,045		19,714
Winnebago Industries, Inc. (Automobiles)		726		38,260
WisdomTree, Inc. (Capital Markets)		2,160		11,772
Wolverine World Wide, Inc. (Textiles, Apparel & Luxury Goods)		3,468		37,905

See accompanying notes to financial statements.

290  :: ProFund VP Small-Cap Value :: Financial Statements

Common Stocks, continued

	Shares		Value
World Acceptance Corp.* (Consumer Finance)		145	$	9,561
World Fuel Services Corp. (Oil, Gas & Consumable Fuels)		2,727		74,529
WSFS Financial Corp. (Thrifts & Mortgage Finance)		2,713		123,007
WW International, Inc.* (Diversified Consumer Services)		2,362		9,117
Xenia Hotels & Resorts, Inc. (Equity Real Estate Investment Trusts (REITs))		5,014		66,085
Xperi, Inc.* (Software)		1,838		15,825
Yelp, Inc.* (Interactive Media & Services)		1,289		35,242
Zimvie, Inc.* (Health Care Equipment & Supplies)		920		8,593
Zumiez, Inc.* (Specialty Retail)		686		14,914
TOTAL COMMON STOCKS (Cost $16,349,597)				18,404,546

Repurchase Agreements^(b) (0.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $42,019	$	42,000	$	42,000
TOTAL REPURCHASE AGREEMENTS (Cost $42,000)				42,000

Collateral for Securities Loaned^(c) (0.3%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(d)		52,123	$	52,123
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $52,123)				52,123
TOTAL INVESTMENT SECURITIES (Cost $16,443,720)—100.5%				18,498,669
Net other assets (liabilities)—(0.5)%				(95,106	)
NET ASSETS—100.0%			$	18,403,563

* Non-income producing security.

^(a)  All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $50,325.

^(b)  The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

^(c)  Securities were purchased with cash collateral held from securities on loan at December 31, 2022.

^(d)  Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap Value :: 291

ProFund VP Small-Cap Value invested in the following industries as of December 31, 2022:

	Value			% of Net Assets
Aerospace & Defense	$	160,388			0.9	%
Air Freight & Logistics		125,855			0.7	%
Airlines		106,891			0.6	%
Auto Components		224,905			1.2	%
Automobiles		38,260			0.2	%
Banks		1,605,511			8.6	%
Beverages		15,355			0.1	%
Biotechnology		225,413			1.2	%
Building Products		293,343			1.6	%
Capital Markets		87,352			0.5	%
Chemicals		331,494			1.8	%
Commercial Services & Supplies		586,982			3.2	%
Communications Equipment		106,275			0.6	%
Construction & Engineering		140,438			0.8	%
Consumer Finance		259,323			1.4	%
Containers & Packaging		61,127			0.3	%
Diversified Consumer Services		108,918			0.6	%
Diversified Telecommunication Services		55,719			0.3	%
Electrical Equipment		58,016			0.3	%
Electronic Equipment, Instruments & Components		762,296			4.1	%
Energy Equipment & Services		455,506			2.5	%
Entertainment		56,368			0.3	%
Equity Real Estate Investment Trusts (REITs)		2,135,129			11.6	%
Food & Staples Retailing		259,316			1.4	%
Food Products		242,113			1.3	%
Gas Utilities		56,950			0.3	%
Health Care Equipment & Supplies		626,267			3.4	%
Health Care Providers & Services		511,295			2.8	%
Health Care Technology		31,399			0.2	%
Hotels, Restaurants & Leisure		353,377			1.9	%
Household Durables		748,960			4.1	%
Household Products		76,018			0.4	%
Insurance		673,571			3.7	%
Interactive Media & Services		50,553			0.3	%
Internet & Direct Marketing Retail		52,905			0.3	%
IT Services		308,404			1.7	%
Leisure Products		146,474			0.8	%
Life Sciences Tools & Services		51,448			0.3	%
Machinery		633,909			3.3	%
Media		143,446			0.8	%
Metals & Mining		458,959			2.5	%
Mortgage Real Estate Investment Trusts (REITs)		430,410			2.3	%
Multiline Retail		18,743			0.1	%
Multi-Utilities		144,106			0.8	%
Oil, Gas & Consumable Fuels		277,729			1.5	%
Paper & Forest Products		120,694			0.7	%
Personal Products		163,651			0.9	%
Pharmaceuticals		73,080			0.4	%
Professional Services		252,537			1.4	%
Real Estate Management & Development		147,103			0.8	%
Road & Rail		86,377			0.5	%
Semiconductors & Semiconductor Equipment		284,309			1.5	%
Software		182,979			1.0	%
Specialty Retail		1,306,513			7.1	%
Technology Hardware, Storage & Peripherals		68,821			0.4	%
Textiles, Apparel & Luxury Goods		294,607			1.6	%
Thrifts & Mortgage Finance		537,008			2.9	%
Tobacco		95,626			0.5	%
Trading Companies & Distributors		273,723			1.5	%
Water Utilities		124,372			0.7	%
Wireless Telecommunication Services		95,930			0.5	%
Other**		(983	)		NM
Total	$	18,403,563			100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.
NM	Not meaningful, amount is less than 0.05%.

See accompanying notes to financial statements.

292  :: ProFund VP Small-Cap Value :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	16,443,720
Securities, at value(a)		18,456,669
Repurchase agreements, at value		42,000
Total Investment Securities, at value		18,498,669
Cash		238
Dividends and interest receivable		31,719
Receivable for capital shares issued		188,318
Prepaid expenses		1,796
TOTAL ASSETS		18,720,740
LIABILITIES:
Payable for collateral for securities loaned		52,123
Payable for capital shares redeemed		7,515
Payable for investments purchased		200,910
Advisory fees payable		12,542
Management services fees payable		1,672
Administration fees payable		1,773
Administrative services fees payable		8,343
Distribution fees payable		8,555
Transfer agency fees payable		3,146
Fund accounting fees payable		1,137
Compliance services fees payable		142
Other accrued expenses		19,319
TOTAL LIABILITIES		317,177
NET ASSETS	$	18,403,563
NET ASSETS CONSIST OF:
Capital	$	19,066,266
Total distributable earnings (loss)		(662,703	)
NET ASSETS	$	18,403,563
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		462,110
Net Asset Value (offering and redemption price per share)	$	39.83

^(a) Includes securities on loan valued at: $ 50,325

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	389,371
Interest		808
Foreign tax withholding		(8	)
Net income from securities lending		1,326
TOTAL INVESTMENT INCOME		391,497
EXPENSES:
Advisory fees		170,568
Management services fees		22,742
Administration fees		21,565
Transfer agency fees		18,786
Administrative services fees		56,651
Distribution fees		56,856
Custody fees		5,802
Fund accounting fees		13,763
Trustee fees		381
Compliance services fees		146
Other fees		21,872
Total Gross Expenses before reductions		389,132
Expenses reduced and reimbursed by the Advisor		(7,059	)
TOTAL NET EXPENSES		382,073
NET INVESTMENT INCOME (LOSS)		9,424
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		605,728
Change in net unrealized appreciation/depreciation on investment securities		(4,158,224	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(3,552,496	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(3,543,072	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Small-Cap Value :: 293

Statements of Changes in Net Assets 

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	9,424		$	(3,917	)
Net realized gains (losses) on investments		605,728			4,951,267
Change in net unrealized appreciation/depreciation on investments		(4,158,224	)		1,542,762
Change in net assets resulting from operations		(3,543,072	)		6,490,112
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(3,824,325	)		(29,211	)
Change in net assets resulting from distributions		(3,824,325	)		(29,211	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		21,185,484			44,566,319
Distributions reinvested		3,824,325			29,211
Value of shares redeemed		(26,358,964	)		(45,725,453	)
Change in net assets resulting from capital transactions		(1,349,155	)		(1,129,923	)
Change in net assets		(8,716,552	)		5,330,978
NET ASSETS:
Beginning of period		27,120,115			21,789,137
End of period	$	18,403,563		$	27,120,115
SHARE TRANSACTIONS:
Issued		447,625			862,205
Reinvested		90,817			558
Redeemed		(574,024	)		(878,670	)
Change in shares		(35,582	)		(15,907	)

See accompanying notes to financial statements.

294 :: ProFund VP Small-Cap Value :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	54.49		$	42.42		$	48.67		$	39.71		$	50.27
Investment Activities:
Net investment income (loss)(a)		0.02			(0.01	)		0.09			0.03			(0.01	)
Net realized and unrealized gains (losses) on investments		(6.33	)		12.12			(0.82	)		8.93			(6.21	)
Total income (loss) from investment activities		(6.31	)		12.11			(0.73	)		8.96			(6.22	)
Distributions to Shareholders From:
Net investment income		—			(0.04	)		(0.01	)		—			—
Net realized gains on investments		(8.35	)		—			(5.51	)		—			(4.34	)
Total distributions		(8.35	)		(0.04	)		(5.52	)		—			(4.34	)
Net Asset Value, End of Period	$	39.83		$	54.49		$	42.42		$	48.67		$	39.71
Total Return(b)		(12.41	)%		28.56	%		1.06	%		22.56	%		(14.21	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.71	%		1.69	%		1.78	%		1.75	%		1.75	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		0.04	%		(0.01	)%		0.23	%		0.07	%		(0.01	)%
Supplemental Data:
Net assets, end of period (000's)	$	18,404		$	27,120		$	21,789		$	21,288		$	16,346
Portfolio turnover rate(c)		102	%		147	%		192	%		147	%		141	%

^(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

^(b)  Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.

^(c)  Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP Technology :: 295

ProFund VP Technology (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Technology^SM Index (the "Index"). For the year ended December 31, 2022, the Fund had a total return of -35.72%. For the same period, the Index had a total return of -34.53%¹ and a volatility of 35.61%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the technology sector of the U.S. equity market. Component companies include, among others, those involved in computers and office equipment, software, communications technology, semiconductors, diversified technology services and Internet services.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Technology from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Technology		-35.72	%		12.25	%		15.15	%
Dow Jones U.S. TechnologySM Index		-34.53	%		14.17	%		17.05	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Technology		1.58	%		1.58	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		92	%
Swap Agreements		8	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		19.9	%
Microsoft Corp.		18.3	%
Alphabet, Inc.		10.2	%
NVIDIA Corp.		3.7	%
Meta Platforms, Inc.		2.8	%

Dow Jones U.S. Technology^SM Index – Composition

	% of Index
Software & Services		39	%
Technology Hardware & Equipment		26	%
Semiconductors & Semiconductor Equipment		19	%
Media & Entertainment		15	%
Retailing		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

296  :: ProFund VP Technology :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (91.7%)

	Shares		Value
ACI Worldwide, Inc.* (Software)		312	$	7,176
Adobe, Inc.* (Software)		1,289		433,787
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		4,471		289,587
Akamai Technologies, Inc.* (IT Services)		436		36,755
Allegro MicroSystems, Inc.* (Semiconductors & Semiconductor Equipment)		180		5,404
Alphabet, Inc.*—Class A (Interactive Media & Services)		16,562		1,461,265
Alphabet, Inc.*—Class C (Interactive Media & Services)		14,681		1,302,645
Alteryx, Inc.* (Software)		170		8,614
Amdocs, Ltd. (IT Services)		338		30,724
Amkor Technology, Inc. (Semiconductors & Semiconductor Equipment)		278		6,666
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		1,426		233,907
ANSYS, Inc.* (Software)		242		58,465
Appian Corp.* (Software)		114		3,712
Apple, Inc. (Technology Hardware, Storage & Peripherals)		41,463		5,387,287
Applied Materials, Inc. (Semiconductors & Semiconductor Equipment)		2,385		232,251
AppLovin Corp.*—Class A (Software)		341		3,591
Arista Networks, Inc.* (Communications Equipment)		686		83,246
Asana, Inc.*—Class A (Software)		209		2,878
Aspen Technology, Inc.* (Software)		81		16,637
Atlassian Corp.*—Class A (Software)		411		52,887
Autodesk, Inc.* (Software)		599		111,935
Bentley Systems, Inc.—Class B (Software)		545		20,143
Bill.com Holdings, Inc.* (Software)		264		28,765
Black Knight, Inc.* (IT Services)		433		26,738
Blackbaud, Inc.* (Software)		124		7,299
Blackline, Inc.* (Software)		151		10,158
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		1,123		627,902
Bumble, Inc.*—Class A (Interactive Media & Services)		219		4,610
Cadence Design Systems, Inc.* (Software)		761		122,247
Cargurus, Inc.* (Interactive Media & Services)		260		3,643
CCC Intelligent Solutions Holdings, Inc.* (Software)		293		2,549
CDW Corp. (Electronic Equipment, Instruments & Components)		375		66,968
Ceridian HCM Holding, Inc.* (Software)		426		27,328
Chewy, Inc.*(a)—Class A (Internet & Direct Marketing Retail)		257		9,530
Ciena Corp.* (Communications Equipment)		411		20,953
Cirrus Logic, Inc.* (Semiconductors & Semiconductor Equipment)		153		11,395
Cisco Systems, Inc. (Communications Equipment)		11,385		542,382
Clear Secure, Inc.—Class A (Software)		208		5,705
Cloudflare, Inc.*—Class A (Software)		789		35,671
Cognizant Technology Solutions Corp.—Class A (IT Services)		1,425		81,496
Confluent, Inc.*—Class A (Software)		426		9,474
Coupa Software, Inc.* (Software)		211		16,705
Crowdstrike Holdings, Inc.*—Class A (Software)		596		62,753
Datadog, Inc.*—Class A (Software)		688		50,568
Dell Technologies, Inc.—Class C (Technology Hardware, Storage & Peripherals)		719		28,918
DocuSign, Inc.* (Software)		557		30,869
Dolby Laboratories, Inc.—Class A (Electronic Equipment, Instruments & Components)		171		12,062
DoorDash, Inc.*—Class A (Internet & Direct Marketing Retail)		729		35,590
Dropbox, Inc.* (Software)		748		16,740
DXC Technology Co.* (IT Services)		638		16,907
Dynatrace, Inc.* (Software)		559		21,410
eBay, Inc. (Internet & Direct Marketing Retail)		1,505		62,412
Elastic NV* (Software)		214		11,021
Enphase Energy, Inc.* (Semiconductors & Semiconductor Equipment)		377		99,890
Entegris, Inc. (Semiconductors & Semiconductor Equipment)		413		27,089
EPAM Systems, Inc.* (IT Services)		159		52,111
Etsy, Inc.* (Internet & Direct Marketing Retail)		349		41,803
F5, Inc.* (Communications Equipment)		166		23,823
Fair Isaac Corp.* (Software)		69		41,302
Five9, Inc.* (Software)		195		13,233
Fortinet, Inc.* (Software)		1,798		87,904
Garmin, Ltd. (Household Durables)		425		39,223
Gartner, Inc.* (IT Services)		219		73,615
Gen Digital, Inc. (Software)		1,607		34,438
Gitlab, Inc.*(a)—Class A (Software)		166		7,543
GLOBALFOUNDRIES, Inc.*(a) (Semiconductors & Semiconductor Equipment)		195		10,509
GoDaddy, Inc.*—Class A (IT Services)		430		32,173
Guidewire Software, Inc.* (Software)		227		14,201
HashiCorp, Inc.*—Class A (Software)		204		5,577
Hewlett Packard Enterprises Co. (Technology Hardware, Storage & Peripherals)		3,568		56,945
HP, Inc. (Technology Hardware, Storage & Peripherals)		2,455		65,966
HubSpot, Inc.* (Software)		135		39,033
IAC/InterActive Corp.* (Interactive Media & Services)		217		9,635
Informatica, Inc.*—Class A (Software)		106		1,727
Intel Corp. (Semiconductors & Semiconductor Equipment)		11,443		302,438
International Business Machines Corp. (IT Services)		2,507		353,210
Intuit, Inc. (Software)		782		304,370

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Technology :: 297

Common Stocks, continued

	Shares		Value
Juniper Networks, Inc. (Communications Equipment)		900	$	28,764
KLA Corp. (Semiconductors & Semiconductor Equipment)		393		148,173
Lam Research Corp. (Semiconductors & Semiconductor Equipment)		378		158,873
Lattice Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		380		24,654
Liberty Global PLC*—Class A (Media)		477		9,030
Liberty Global PLC*—Class C (Diversified Telecommunication Services)		709		13,775
Lumen Technologies, Inc. (Diversified Telecommunication Services)		2,639		13,776
Lumentum Holdings, Inc.* (Communications Equipment)		189		9,860
Manhattan Associates, Inc.* (Software)		173		21,002
Marvell Technology, Inc. (Semiconductors & Semiconductor Equipment)		2,364		87,563
Match Group, Inc.* (Interactive Media & Services)		774		32,113
Meta Platforms, Inc.*—Class A (Interactive Media & Services)		6,235		750,320
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		1,525		107,131
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		3,014		150,640
Microsoft Corp. (Software)		20,669		4,956,839
MicroStrategy, Inc.* (Software)		26		3,681
MKS Instruments, Inc. (Semiconductors & Semiconductor Equipment)		159		13,472
MongoDB, Inc.* (IT Services)		191		37,596
Monolithic Power Systems, Inc. (Semiconductors & Semiconductor Equipment)		124		43,848
Motorola Solutions, Inc. (Communications Equipment)		464		119,577
nCino, Inc.* (Software)		212		5,605
NCR Corp.* (Technology Hardware, Storage & Peripherals)		381		8,919
NetApp, Inc. (Technology Hardware, Storage & Peripherals)		603		36,216
New Relic, Inc.* (Software)		161		9,088
Nutanix, Inc.*—Class A (Software)		638		16,620
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		6,904		1,008,950
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		719		113,624
Okta, Inc.* (IT Services)		421		28,767
ON Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		1,199		74,782
Oracle Corp. (Software)		4,261		348,294
Palantir Technologies, Inc.*—Class A (Software)		4,885		31,362
Palo Alto Networks, Inc.* (Software)		833		116,237
Paycom Software, Inc.* (Software)		135		41,892
Paylocity Holding Corp.* (Software)		114		22,146
Pegasystems, Inc. (Software)		114		3,903
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		159		11,403
Procore Technologies, Inc.* (Software)		191		9,011
PTC, Inc.* (Software)		293		35,172
Pure Storage, Inc.*—Class A (Technology Hardware, Storage & Peripherals)		779		20,846
Qorvo, Inc.* (Semiconductors & Semiconductor Equipment)		281		25,470
Qualcomm, Inc. (Semiconductors & Semiconductor Equipment)		3,108		341,694
Qualtrics International, Inc.*—Class A (Software)		307		3,187
Rapid7, Inc.* (Software)		164		5,573
RingCentral, Inc.*—Class A (Software)		214		7,576
Roper Technologies, Inc. (Software)		294		127,034
Salesforce, Inc.* (Software)		2,773		367,672
Samsara, Inc.*—Class A (Software)		276		3,431
Seagate Technology Holdings PLC (Technology Hardware, Storage & Peripherals)		532		27,989
Semtech Corp.* (Semiconductors & Semiconductor Equipment)		176		5,049
SentinelOne, Inc.*—Class A (Software)		584		8,521
ServiceNow, Inc.* (Software)		560		217,431
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		92		12,482
Skyworks Solutions, Inc. (Semiconductors & Semiconductor Equipment)		445		40,553
Smartsheet, Inc.* (Software)		362		14,248
Snap, Inc.* (Interactive Media & Services)		2,788		24,953
Snowflake, Inc.*—Class A (IT Services)		790		113,397
SolarEdge Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		155		43,907
Splunk, Inc.* (Software)		415		35,727
Squarespace, Inc.*—Class A (IT Services)		113		2,505
Synopsys, Inc.* (Software)		424		135,379
TD SYNNEX Corp. (Electronic Equipment, Instruments & Components)		117		11,081
Teradyne, Inc. (Semiconductors & Semiconductor Equipment)		432		37,735
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		2,516		415,693
Thoughtworks Holding, Inc.* (IT Services)		181		1,844
Twilio, Inc.* (IT Services)		484		23,697
Tyler Technologies, Inc.* (Software)		115		37,077
Ubiquiti, Inc. (Communications Equipment)		12		3,282
UiPath, Inc.*—Class A (Software)		971		12,341
Unity Software, Inc.*(a) (Software)		676		19,327
Universal Display Corp. (Semiconductors & Semiconductor Equipment)		120		12,965
Varonis Systems, Inc.* (Software)		306		7,326
Veeva Systems, Inc.*—Class A (Health Care Technology)		390		62,938
Verint Systems, Inc.* (Software)		181		6,567
VeriSign, Inc.* (IT Services)		256		52,593
Viavi Solutions, Inc.* (Communications Equipment)		628		6,600
VMware, Inc.*—Class A (Software)		577		70,833

See accompanying notes to financial statements.

298  :: ProFund VP Technology :: Financial Statements

Common Stocks, continued

	Shares		Value
Western Digital Corp.* (Technology Hardware, Storage & Peripherals)		881	$	27,796
Wolfspeed, Inc.* (Semiconductors & Semiconductor Equipment)		344		23,750
Workday, Inc.*—Class A (Software)		557		93,203
Workiva, Inc.* (Software)		127		10,664
Ziff Davis, Inc.* (Interactive Media & Services)		131		10,362
Zoom Video Communications, Inc.*—Class A (Software)		612		41,457
Zscaler, Inc.* (Software)		234		26,185
TOTAL COMMON STOCKS (Cost $4,078,688)				24,790,706

Repurchase Agreements^(b) (0.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $60,028	$	60,000	$	60,000
TOTAL REPURCHASE AGREEMENTS (Cost $60,000)				60,000

Collateral for Securities Loaned^(c) (0.2%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(d)		44,054	$	44,054
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $44,054)				44,054
TOTAL INVESTMENT SECURITIES (Cost $4,182,742)—92.1%				24,894,760
Net other assets (liabilities)—7.9%				2,137,540
NET ASSETS—100.0%			$	27,032,300

*	Non-income producing security.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $40,274.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(c)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(d)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)		Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Technology Index	Goldman Sachs International		1/23/23		4.93	%	$	2,155,763	$	203

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Technology invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Communications Equipment	$	838,487		3.1	%
Diversified Telecommunication Services		27,551		0.1	%
Electronic Equipment, Instruments & Components		90,111		0.3	%
Health Care Technology		62,938		0.2	%
Household Durables		39,223		0.1	%
Interactive Media & Services		3,599,546		13.4	%
Internet & Direct Marketing Retail		149,335		0.6	%
IT Services		964,128		3.6	%
Media		9,030		NM
Semiconductors & Semiconductor Equipment		4,749,449		17.6	%
Software		8,600,026		31.8	%
Technology Hardware, Storage & Peripherals		5,660,882		20.9	%
Other**		2,241,594		8.3	%
Total	$	27,032,300		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.
NM	Not meaningful, amount is less than 0.05%.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Technology :: 299

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	4,182,742
Securities, at value(a)		24,834,760
Repurchase agreements, at value		60,000
Total Investment Securities, at value		24,894,760
Cash		576
Segregated cash balances for swap agreements with custodian		160,000
Dividends and interest receivable		4,220
Unrealized appreciation on swap agreements		203
Receivable for capital shares issued		151,766
Receivable for investments sold		2,010,435
Prepaid expenses		108
TOTAL ASSETS		27,222,068
LIABILITIES:
Payable for collateral for securities loaned		44,054
Payable for capital shares redeemed		64,494
Advisory fees payable		19,219
Management services fees payable		2,563
Administration fees payable		2,578
Administrative services fees payable		8,127
Distribution fees payable		14,991
Transfer agency fees payable		4,423
Fund accounting fees payable		1,504
Compliance services fees payable		212
Other accrued expenses		27,603
TOTAL LIABILITIES		189,768
NET ASSETS	$	27,032,300
NET ASSETS CONSIST OF:
Capital	$	3,133,442
Total distributable earnings (loss)		23,898,858
NET ASSETS	$	27,032,300
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		556,119
Net Asset Value (offering and redemption price per share)	$	48.61

^(a)  Includes securities on loan valued at: $ 40,274

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	250,372
Interest		9,997
Foreign tax withholding		(410	)
Net income from securities lending		538
TOTAL INVESTMENT INCOME		260,497
EXPENSES:
Advisory fees		266,922
Management services fees		35,589
Administration fees		33,844
Transfer agency fees		29,126
Administrative services fees		59,152
Distribution fees		88,974
Custody fees		4,152
Fund accounting fees		19,435
Trustee fees		594
Compliance services fees		212
Other fees		42,262
TOTAL NET EXPENSES		580,262
NET INVESTMENT INCOME (LOSS)		(319,765	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		5,353,661
Net realized gains (losses) on swap agreements		(237,803	)
Change in net unrealized appreciation/depreciation on investment securities		(22,385,199	)
Change in net unrealized appreciation/depreciation on swap agreements		12,925
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(17,256,416	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(17,576,181	)

See accompanying notes to financial statements.

300  :: ProFund VP Technology :: Financial Statements

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(319,765	)	$	(452,675	)
Net realized gains (losses) on investments		5,115,858			6,932,797
Change in net unrealized appreciation/depreciation on investments		(22,372,274	)		8,128,076
Change in net assets resulting from operations		(17,576,181	)		14,608,198
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(6,489,800	)		(3,594,551	)
Change in net assets resulting from distributions		(6,489,800	)		(3,594,551	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		60,021,359			82,428,746
Distributions reinvested		6,489,800			3,594,551
Value of shares redeemed		(70,000,284	)		(87,710,917	)
Change in net assets resulting from capital transactions		(3,489,125	)		(1,687,620	)
Change in net assets		(27,555,106	)		9,326,027
NET ASSETS:
Beginning of period		54,587,406			45,261,379
End of period	$	27,032,300		$	54,587,406
SHARE TRANSACTIONS:
Issued		875,393			990,708
Reinvested		115,580			51,139
Redeemed		(1,022,445	)		(1,054,956	)
Change in shares		(31,472	)		(13,109	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Technology :: 301

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	92.90		$	75.35		$	56.87		$	40.10		$	42.06
Investment Activities:
Net investment income (loss)(a)		(0.57	)		(0.76	)		(0.43	)		(0.20	)		(0.12	)
Net realized and unrealized gains (losses) on investments		(30.90	)		24.96			25.75			18.09			(0.66	)
Total income (loss) from investment activities		(31.47	)		24.20			25.32			17.89			(0.78	)
Distributions to Shareholders From:
Net realized gains on investments		(12.82	)		(6.65	)		(6.84	)		(1.12	)		(1.18	)
Net Asset Value, End of Period	$	48.61		$	92.90		$	75.35		$	56.87		$	40.10
Total Return(b)		(35.72	)%		34.96	%		44.80	%		45.11	%		(2.25	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.63	%		1.58	%		1.65	%		1.62	%		1.58	%
Net expenses(b)		1.63	%		1.58	%		1.65	%		1.62	%		1.58	%
Net investment income (loss)(b)		(0.90	)%		(0.92	)%		(0.66	)%		(0.41	)%		(0.27	)%
Supplemental Data:
Net assets, end of period (000's)	$	27,032		$	54,587		$	45,261		$	33,951		$	26,279
Portfolio turnover rate(c)		179	%		163	%		187	%		75	%		58	%

^(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

^(b)  Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.

^(c)  Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

302 :: ProFund VP Telecommunications :: Management Discussion of Fund Performance

ProFund VP Telecommunications (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Select Telecommunications^SM Index (the "Index"). For the year ended December 31, 2022, the Fund had a total return of -21.22%. For the same period, the Index had a total return of -19.91%¹ and a volatility of 21.83%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the telecommunications sector of the U.S. equity market. Component companies include, among others, regional and long-distance carriers; cellular, satellite and paging service providers; producers of equipment including satellites, mobile telephones, fiber optics, switching devices, teleconferencing equipment and connectivity devices for computers.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Telecommunications from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Telecommunications		-21.22	%		-1.28	%		2.48	%
Dow Jones U.S. Select TelecommunicationsSM Index		-19.91	%		1.47	%		4.05	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Telecommunications		1.69	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		100	%
Swap Agreements		1	%
Total Exposure		101	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Verizon Communications, Inc.		23.0	%
Cisco Systems, Inc.		22.2	%
Garmin, Ltd.		4.4	%
Motorola Solutions, Inc.		4.3	%
Arista Networks, Inc.		4.3	%

Dow Jones U.S. Select Telecommunications^SM Index – Composition

	% of Index
Communications Equipment		51	%
Diversified Telecommunication Services		40	%
Wireless Telecommunication Services		5	%
Household Durables		4	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Telecommunications :: 303

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (99.7%)

	Shares		Value
ADTRAN Holdings, Inc. (Communications Equipment)		1,104	$	20,744
Anterix, Inc.* (Diversified Telecommunication Services)		295		9,490
Arista Networks, Inc.* (Communications Equipment)		1,366		165,764
AT&T, Inc. (Diversified Telecommunication Services)		8,970		165,138
ATN International, Inc. (Diversified Telecommunication Services)		167		7,567
Ciena Corp.* (Communications Equipment)		2,314		117,968
Cisco Systems, Inc. (Communications Equipment)		17,967		855,946
Clearfield, Inc.* (Communications Equipment)		179		16,851
CommScope Holding Co., Inc.* (Communications Equipment)		3,253		23,910
Comtech Telecommunications Corp. (Communications Equipment)		432		5,244
Consolidated Communications Holdings, Inc.* (Diversified Telecommunication Services)		1,154		4,131
Digi International, Inc.* (Communications Equipment)		551		20,139
EchoStar Corp.*—Class A (Diversified Telecommunication Services)		553		9,224
Extreme Networks, Inc.* (Communications Equipment)		2,051		37,554
F5, Inc.* (Communications Equipment)		935		134,182
Frontier Communications Parent, Inc.* (Diversified Telecommunication Services)		3,482		88,721
Garmin, Ltd. (Household Durables)		1,835		169,352
Globalstar, Inc.* (Diversified Telecommunication Services)		10,967		14,586
Harmonic, Inc.* (Communications Equipment)		1,645		21,550
IDT Corp.*—Class B (Diversified Telecommunication Services)		317		8,930
Inseego Corp.* (Communications Equipment)		1,263		1,064
Iridium Communications, Inc.* (Diversified Telecommunication Services)		1,963		100,898
Juniper Networks, Inc. (Communications Equipment)		5,069		162,005
Liberty Global PLC*—Class A (Media)		2,683		50,790
Liberty Global PLC*—Class C (Diversified Telecommunication Services)		3,991		77,545
Liberty Latin America, Ltd.*—Class A (Media)		583		4,390
Liberty Latin America, Ltd.*—Class C (Media)		2,274		17,282
Lumen Technologies, Inc. (Diversified Telecommunication Services)		14,865		77,595
Lumentum Holdings, Inc.* (Communications Equipment)		1,065		55,561
Motorola Solutions, Inc. (Communications Equipment)		649		167,254
NETGEAR, Inc.* (Communications Equipment)		451		8,168
NetScout Systems, Inc.* (Communications Equipment)		1,072		34,851
Radius Global Infrastructure, Inc.*—Class A (Diversified Telecommunication Services)		1,190		14,066
Ribbon Communications, Inc.* (Communications Equipment)		1,391		3,881
Shenandoah Telecommunications Co. (Wireless Telecommunication Services)		782		12,418
Telephone and Data Systems, Inc. (Wireless Telecommunication Services)		1,558		16,343
T-Mobile U.S., Inc.* (Wireless Telecommunication Services)		1,164		162,961
U.S. Cellular Corp.* (Wireless Telecommunication Services)		219		4,566
Ubiquiti, Inc. (Communications Equipment)		66		18,053
Verizon Communications, Inc. (Diversified Telecommunication Services)		22,572		889,337
ViaSat, Inc.* (Communications Equipment)		1,181		37,379
Viavi Solutions, Inc.* (Communications Equipment)		3,534		37,142
TOTAL COMMON STOCKS (Cost $3,012,765)				3,850,540

Repurchase Agreements^(a) (0.6%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $24,011	$	24,000	$	24,000
TOTAL REPURCHASE AGREEMENTS (Cost $24,000)				24,000
TOTAL INVESTMENT SECURITIES (Cost $3,036,765)—100.3%				3,874,540
Net other assets (liabilities)—(0.3)%				(10,932	)
NET ASSETS—100.0%			$	3,863,608

* Non-income producing security.

^(a)  The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

See accompanying notes to financial statements.

304 :: ProFund VP Telecommunications :: Financial Statements

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)		Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Select Telecommunications Index	Goldman Sachs International	1/23/23	4.93	%	$	19,742	$	227

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP Telecommunications invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Communications Equipment	$	1,945,210		50.4	%
Diversified Telecommunication Services		1,467,228		37.9	%
Household Durables		169,352		4.4	%
Media		72,462		1.9	%
Wireless Telecommunication Services		196,288		5.1	%
Other**		13,068		0.3	%
Total	$	3,863,608		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Telecommunications :: 305

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	3,036,765
Securities, at value		3,850,540
Repurchase agreements, at value		24,000
Total Investment Securities, at value		3,874,540
Cash		515
Dividends and interest receivable		670
Unrealized appreciation on swap agreements		227
Prepaid expenses		15
TOTAL ASSETS		3,875,967
LIABILITIES:
Payable for capital shares redeemed		1,299
Advisory fees payable		2,291
Management services fees payable		305
Administration fees payable		355
Administrative services fees payable		1,586
Distribution fees payable		1,634
Transfer agency fees payable		625
Fund accounting fees payable		212
Compliance services fees payable		32
Other accrued expenses		4,020
TOTAL LIABILITIES		12,359
NET ASSETS	$	3,863,608
NET ASSETS CONSIST OF:
Capital	$	4,603,405
Total distributable earnings (loss)		(739,797	)
NET ASSETS	$	3,863,608
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		132,344
Net Asset Value (offering and redemption price per share)	$	29.19

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	144,477
Interest		1,522
Net income from securities lending		23
TOTAL INVESTMENT INCOME		146,022
EXPENSES:
Advisory fees		38,917
Management services fees		5,189
Administration fees		4,923
Transfer agency fees		4,267
Administrative services fees		13,649
Distribution fees		12,972
Custody fees		826
Fund accounting fees		2,902
Trustee fees		86
Compliance services fees		32
Other fees		5,821
Total Gross Expenses before reductions		89,584
Expenses reduced and reimbursed by the Advisor		(2,410	)
TOTAL NET EXPENSES		87,174
NET INVESTMENT INCOME (LOSS)		58,848
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		(8,914	)
Net realized gains (losses) on swap agreements		(20,634	)
Change in net unrealized appreciation/depreciation on investment securities		(1,449,578	)
Change in net unrealized appreciation/depreciation on swap agreements		(145	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(1,479,271	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(1,420,423	)

See accompanying notes to financial statements.

306 :: ProFund VP Telecommunications :: Financial Statements

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	58,848		$	103,492
Net realized gains (losses) on investments		(29,548	)		384,347
Change in net unrealized appreciation/depreciation on investments		(1,449,723	)		643,339
Change in net assets resulting from operations		(1,420,423	)		1,131,178
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(103,492	)		(81,611	)
Change in net assets resulting from distributions		(103,492	)		(81,611	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		5,874,156			7,468,687
Distributions reinvested		103,492			81,611
Value of shares redeemed		(8,027,690	)		(7,788,325	)
Change in net assets resulting from capital transactions		(2,050,042	)		(238,027	)
Change in net assets		(3,573,957	)		811,540
NET ASSETS:
Beginning of period		7,437,565			6,626,025
End of period	$	3,863,608		$	7,437,565
SHARE TRANSACTIONS:
Issued		181,610			210,825
Reinvested		3,343			2,336
Redeemed		(249,531	)		(221,721	)
Change in shares		(64,578	)		(8,560	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Telecommunications :: 307

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	37.77		$	32.25		$	31.53		$	28.42		$	35.52
Investment Activities:
Net investment income (loss)(a)		0.36			0.53			0.41			0.28			0.94
Net realized and unrealized gains (losses) on investments		(8.35	)		5.38			0.57			3.87			(6.22	)
Total income (loss) from investment activities		(7.99	)		5.91			0.98			4.15			(5.28	)
Distributions to Shareholders From:
Net investment income		(0.59	)		(0.39	)		(0.26	)		(1.04	)		(1.82	)
Net Asset Value, End of Period	$	29.19		$	37.77		$	32.25		$	31.53		$	28.42
Total Return(b)		(21.22	)%		18.41	%		3.15	%		14.77	%		(15.10	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.73	%		1.69	%		1.77	%		1.76	%		1.76	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		1.14	%		1.50	%		1.36	%		0.89	%		2.96	%
Supplemental Data:
Net assets, end of period (000's)	$	3,864		$	7,438		$	6,626		$	6,167		$	5,272
Portfolio turnover rate(c)		56	%		105	%		107	%		165	%		328	%

^(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

^(b)  Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.

^(c)  Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

308 :: ProFund VP UltraBull :: Management Discussion of Fund Performance

ProFund VP UltraBull (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the S&P 500^® (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (2x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index rises. For the year ended December 31, 2022, the Fund had a total return of -39.12%. For the same period, the Index had a total return of -18.11%¹ and a volatility of 24.19%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to twice that of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as twice the daily return of the Index. The Index is a measure of large-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 500 U.S. operating companies and real estate investment trusts selected through a process that factors criteria such as liquidity, price, market capitalization, and financial viability. Reconstitution occurs both on a quarterly and an ongoing basis.

During the year ended December 31, 2022, the Fund invested in swap agreements and futures contracts in addition to investing directly in stocks in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP UltraBull from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP UltraBull		-39.12	%		9.32	%		18.04	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP UltraBull		1.67	%		1.67	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		75	%
Futures Contracts		4	%
Swap Agreements		121	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
Apple, Inc.		4.5	%
Microsoft Corp.		4.2	%
Alphabet, Inc.		2.3	%
Amazon.com, Inc.		1.7	%
Berkshire Hathaway, Inc.		1.3	%

S&P 500^® – Composition

	% of Index
Information Technology		25	%
Health Care		16	%
Financials		12	%
Consumer Discretionary		10	%
Industrials		9	%
Communication Services		7	%
Consumer Staples		7	%
Energy		5	%
Utilities		3	%
Materials		3	%
Real Estate		3	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP UltraBull :: 309

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (75.0%)

	Shares		Value
3M Co. (Industrial Conglomerates)		132	$	15,829
A.O. Smith Corp. (Building Products)		30		1,717
Abbott Laboratories (Health Care Equipment & Supplies)		417		45,782
AbbVie, Inc. (Biotechnology)		423		68,361
Accenture PLC—Class A (IT Services)		151		40,293
Activision Blizzard, Inc. (Entertainment)		170		13,014
Adobe, Inc.* (Software)		111		37,355
Advance Auto Parts, Inc. (Specialty Retail)		14		2,058
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		386		25,001
Aflac, Inc. (Insurance)		135		9,712
Agilent Technologies, Inc. (Life Sciences Tools & Services)		71		10,625
Air Products & Chemicals, Inc. (Chemicals)		53		16,338
Akamai Technologies, Inc.* (IT Services)		38		3,203
Alaska Air Group, Inc.* (Airlines)		30		1,288
Albemarle Corp. (Chemicals)		28		6,072
Alexandria Real Estate Equities, Inc. (Equity Real Estate Investment Trusts (REITs))		36		5,244
Align Technology, Inc.* (Health Care Equipment & Supplies)		17		3,585
Allegion PLC (Building Products)		21		2,210
Alliant Energy Corp. (Electric Utilities)		60		3,313
Alphabet, Inc.*—Class A (Interactive Media & Services)		1,429		126,081
Alphabet, Inc.*—Class C (Interactive Media & Services)		1,267		112,421
Altria Group, Inc. (Tobacco)		429		19,610
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		2,124		178,417
Amcor PLC (Containers & Packaging)		356		4,239
Ameren Corp. (Multi-Utilities)		62		5,513
American Airlines Group, Inc.* (Airlines)		156		1,984
American Electric Power Co., Inc. (Electric Utilities)		123		11,679
American Express Co. (Consumer Finance)		143		21,128
American International Group, Inc. (Insurance)		178		11,257
American Tower Corp. (Equity Real Estate Investment Trusts (REITs))		111		23,515
American Water Works Co., Inc. (Water Utilities)		43		6,554
Ameriprise Financial, Inc. (Capital Markets)		25		7,784
AmerisourceBergen Corp. (Health Care Providers & Services)		39		6,463
AMETEK, Inc. (Electrical Equipment)		55		7,685
Amgen, Inc. (Biotechnology)		128		33,618
Amphenol Corp.—Class A (Electronic Equipment, Instruments & Components)		142		10,811
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		123		20,176
ANSYS, Inc.* (Software)		21		5,073
Aon PLC (Insurance)		49		14,707
APA Corp. (Oil, Gas & Consumable Fuels)		77		3,594
Apple, Inc. (Technology Hardware, Storage & Peripherals)		3,578		464,890
Applied Materials, Inc. (Semiconductors & Semiconductor Equipment)		206		20,060
Aptiv PLC* (Auto Components)		65		6,053
Arch Capital Group, Ltd.* (Insurance)		89		5,587
Archer-Daniels-Midland Co. (Food Products)		131		12,163
Arista Networks, Inc.* (Communications Equipment)		59		7,160
Arthur J. Gallagher & Co. (Insurance)		50		9,427
Assurant, Inc. (Insurance)		13		1,626
AT&T, Inc. (Diversified Telecommunication Services)		1,705		31,389
Atmos Energy Corp. (Gas Utilities)		33		3,698
Autodesk, Inc.* (Software)		52		9,717
Automatic Data Processing, Inc. (IT Services)		99		23,647
AutoZone, Inc.* (Specialty Retail)		5		12,331
AvalonBay Communities, Inc. (Equity Real Estate Investment Trusts (REITs))		33		5,330
Avery Dennison Corp. (Containers & Packaging)		19		3,439
Baker Hughes Co. (Energy Equipment & Services)		240		7,087
Ball Corp. (Containers & Packaging)		75		3,836
Bank of America Corp. (Banks)		1,670		55,311
Bath & Body Works, Inc. (Specialty Retail)		55		2,318
Baxter International, Inc. (Health Care Equipment & Supplies)		121		6,167
Becton, Dickinson & Co. (Health Care Equipment & Supplies)		68		17,292
Berkshire Hathaway, Inc.*—Class B (Diversified Financial Services)		431		133,136
Best Buy Co., Inc. (Specialty Retail)		48		3,850
Biogen, Inc.* (Biotechnology)		34		9,415
Bio-Rad Laboratories, Inc.*—Class A (Life Sciences Tools & Services)		5		2,102
Bio-Techne Corp. (Life Sciences Tools & Services)		38		3,149
BlackRock, Inc.—Class A (Capital Markets)		36		25,511
Booking Holdings, Inc.* (Hotels, Restaurants & Leisure)		9		18,138
BorgWarner, Inc. (Auto Components)		56		2,254
Boston Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		34		2,298
Boston Scientific Corp.* (Health Care Equipment & Supplies)		343		15,871
Bristol-Myers Squibb Co. (Pharmaceuticals)		509		36,623
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		97		54,236
Broadridge Financial Solutions, Inc. (IT Services)		28		3,756
Brown & Brown, Inc. (Insurance)		56		3,190
Brown-Forman Corp.—Class B (Beverages)		44		2,890
C.H. Robinson Worldwide, Inc. (Air Freight & Logistics)		28		2,564
Cadence Design Systems, Inc.* (Software)		66		10,602
Caesars Entertainment, Inc.* (Hotels, Restaurants & Leisure)		51		2,122
Camden Property Trust (Equity Real Estate Investment Trusts (REITs))		25		2,797
Campbell Soup Co. (Food Products)		48		2,724

See accompanying notes to financial statements.

310 :: ProFund VP UltraBull :: Financial Statements

Common Stocks, continued

	Shares		Value
Capital One Financial Corp. (Consumer Finance)		91	$	8,459
Cardinal Health, Inc. (Health Care Providers & Services)		63		4,843
CarMax, Inc.* (Specialty Retail)		38		2,314
Carnival Corp.*—Class A (Hotels, Restaurants & Leisure)		240		1,934
Carrier Global Corp. (Building Products)		200		8,250
Catalent, Inc.* (Pharmaceuticals)		43		1,935
Caterpillar, Inc. (Machinery)		125		29,945
Cboe Global Markets, Inc. (Capital Markets)		25		3,137
CBRE Group, Inc.*—Class A (Real Estate Management & Development)		76		5,849
CDW Corp. (Electronic Equipment, Instruments & Components)		32		5,715
Celanese Corp. (Chemicals)		24		2,454
Centene Corp.* (Health Care Providers & Services)		136		11,153
CenterPoint Energy, Inc. (Multi-Utilities)		151		4,528
Ceridian HCM Holding, Inc.* (Software)		37		2,374
CF Industries Holdings, Inc. (Chemicals)		47		4,004
Charles River Laboratories International, Inc.* (Life Sciences Tools & Services)		12		2,615
Charter Communications, Inc.*—Class A (Media)		26		8,817
Chevron Corp. (Oil, Gas & Consumable Fuels)		427		76,642
Chipotle Mexican Grill, Inc.* (Hotels, Restaurants & Leisure)		7		9,712
Chubb, Ltd. (Insurance)		99		21,840
Church & Dwight Co., Inc. (Household Products)		58		4,675
Cigna Corp. (Health Care Providers & Services)		73		24,188
Cincinnati Financial Corp. (Insurance)		38		3,891
Cintas Corp. (Commercial Services & Supplies)		21		9,484
Cisco Systems, Inc. (Communications Equipment)		983		46,830
Citigroup, Inc. (Banks)		463		20,941
Citizens Financial Group, Inc. (Banks)		118		4,646
CME Group, Inc. (Capital Markets)		86		14,462
CMS Energy Corp. (Multi-Utilities)		69		4,370
Cognizant Technology Solutions Corp.—Class A (IT Services)		123		7,034
Colgate-Palmolive Co. (Household Products)		200		15,758
Comcast Corp.—Class A (Media)		1,032		36,089
Comerica, Inc. (Banks)		31		2,072
Conagra Brands, Inc. (Food Products)		115		4,451
ConocoPhillips (Oil, Gas & Consumable Fuels)		298		35,164
Consolidated Edison, Inc. (Multi-Utilities)		85		8,101
Constellation Brands, Inc.—Class A (Beverages)		39		9,038
Constellation Energy Corp. (Electric Utilities)		78		6,724
Copart, Inc.* (Commercial Services & Supplies)		103		6,272
Corning, Inc. (Electronic Equipment, Instruments & Components)		182		5,813
Corteva, Inc. (Chemicals)		171		10,051
CoStar Group, Inc.* (Professional Services)		97		7,496
Costco Wholesale Corp. (Food & Staples Retailing)		106		48,390
Coterra Energy, Inc. (Oil, Gas & Consumable Fuels)		189		4,644
Crown Castle, Inc. (Equity Real Estate Investment Trusts (REITs))		104		14,107
CSX Corp. (Road & Rail)		503		15,583
Cummins, Inc. (Machinery)		34		8,238
CVS Health Corp. (Health Care Providers & Services)		314		29,262
D.R. Horton, Inc. (Household Durables)		75		6,685
Danaher Corp. (Health Care Equipment & Supplies)		157		41,671
Darden Restaurants, Inc. (Hotels, Restaurants & Leisure)		29		4,012
DaVita, Inc.* (Health Care Providers & Services)		13		971
Deere & Co. (Machinery)		66		28,298
Delta Air Lines, Inc.* (Airlines)		153		5,028
DENTSPLY SIRONA, Inc. (Health Care Equipment & Supplies)		51		1,624
Devon Energy Corp. (Oil, Gas & Consumable Fuels)		156		9,596
DexCom, Inc.* (Health Care Equipment & Supplies)		92		10,418
Diamondback Energy, Inc. (Oil, Gas & Consumable Fuels)		42		5,745
Digital Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		69		6,919
Discover Financial Services (Consumer Finance)		65		6,359
DISH Network Corp.*—Class A (Media)		60		842
Dollar General Corp. (Multiline Retail)		54		13,298
Dollar Tree, Inc.* (Multiline Retail)		50		7,072
Dominion Energy, Inc. (Multi-Utilities)		199		12,203
Domino's Pizza, Inc. (Hotels, Restaurants & Leisure)		8		2,771
Dover Corp. (Machinery)		34		4,604
Dow, Inc. (Chemicals)		168		8,466
DTE Energy Co. (Multi-Utilities)		46		5,406
Duke Energy Corp. (Electric Utilities)		184		18,950
DuPont de Nemours, Inc. (Chemicals)		119		8,167
DXC Technology Co.* (IT Services)		55		1,458
Eastman Chemical Co. (Chemicals)		29		2,362
Eaton Corp. PLC (Electrical Equipment)		95		14,911
eBay, Inc. (Internet & Direct Marketing Retail)		130		5,391
Ecolab, Inc. (Chemicals)		59		8,588
Edison International (Electric Utilities)		91		5,789
Edwards Lifesciences Corp.* (Health Care Equipment & Supplies)		148		11,042
Electronic Arts, Inc. (Entertainment)		63		7,697
Elevance Health, Inc. (Health Care Providers & Services)		57		29,239
Eli Lilly & Co. (Pharmaceuticals)		189		69,143
Emerson Electric Co. (Electrical Equipment)		141		13,544
Enphase Energy, Inc.* (Semiconductors & Semiconductor Equipment)		33		8,744
Entergy Corp. (Electric Utilities)		49		5,513
EOG Resources, Inc. (Oil, Gas & Consumable Fuels)		141		18,262
EPAM Systems, Inc.* (IT Services)		14		4,588
EQT Corp. (Oil, Gas & Consumable Fuels)		88		2,977
Equifax, Inc. (Professional Services)		29		5,636
Equinix, Inc. (Equity Real Estate Investment Trusts (REITs))		22		14,410
Equity Residential (Equity Real Estate Investment Trusts (REITs))		81		4,779

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraBull :: 311

Common Stocks, continued

	Shares			Value
Essex Property Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		15		$	3,179
Etsy, Inc.* (Internet & Direct Marketing Retail)		30			3,593
Everest Re Group, Ltd. (Insurance)		9			2,981
Evergy, Inc. (Electric Utilities)		55			3,461
Eversource Energy (Electric Utilities)		83			6,959
Exelon Corp. (Electric Utilities)		238			10,289
Expedia Group, Inc.* (Hotels, Restaurants & Leisure)		36			3,154
Expeditors International of Washington, Inc. (Air Freight & Logistics)		38			3,949
Extra Space Storage, Inc. (Equity Real Estate Investment Trusts (REITs))		32			4,710
Exxon Mobil Corp. (Oil, Gas & Consumable Fuels)		985			108,645
F5, Inc.* (Communications Equipment)		14			2,009
FactSet Research Systems, Inc. (Capital Markets)		9			3,611
Fastenal Co. (Trading Companies & Distributors)		137			6,483
Federal Realty Investment Trust (Equity Real Estate Investment Trusts (REITs))		17			1,718
FedEx Corp. (Air Freight & Logistics)		57			9,872
Fidelity National Information Services, Inc. (IT Services)		142			9,635
Fifth Third Bancorp (Banks)		164			5,381
First Horizon Corp. (Banks)		—	(a)		7
First Republic Bank (Banks)		44			5,363
First Solar, Inc.* (Semiconductors & Semiconductor Equipment)		24			3,595
FirstEnergy Corp. (Electric Utilities)		130			5,452
Fiserv, Inc.* (IT Services)		152			15,363
FleetCor Technologies, Inc.* (IT Services)		18			3,306
FMC Corp. (Chemicals)		30			3,744
Ford Motor Co. (Automobiles)		945			10,990
Fortinet, Inc.* (Software)		155			7,578
Fortive Corp. (Machinery)		85			5,461
Fox Corp.—Class A (Media)		72			2,187
Fox Corp.—Class B (Media)		33			939
Franklin Resources, Inc. (Capital Markets)		68			1,794
Freeport-McMoRan, Inc. (Metals & Mining)		342			12,996
Garmin, Ltd. (Household Durables)		37			3,415
Gartner, Inc.* (IT Services)		19			6,387
Gen Digital, Inc. (Software)		139			2,979
Generac Holdings, Inc.* (Electrical Equipment)		15			1,510
General Dynamics Corp. (Aerospace & Defense)		54			13,398
General Electric Co. (Industrial Conglomerates)		261			21,869
General Mills, Inc. (Food Products)		142			11,907
General Motors Co. (Automobiles)		340			11,438
Genuine Parts Co. (Distributors)		34			5,899
Gilead Sciences, Inc. (Biotechnology)		300			25,755
Global Payments, Inc. (IT Services)		65			6,456
Globe Life, Inc. (Insurance)		22			2,652
Halliburton Co. (Energy Equipment & Services)		217			8,539
Hartford Financial Services Group, Inc. (Insurance)		76			5,763
Hasbro, Inc. (Leisure Products)		31			1,891
HCA Healthcare, Inc. (Health Care Providers & Services)		51			12,238
Healthpeak Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		129			3,234
Henry Schein, Inc.* (Health Care Providers & Services)		32			2,556
Hess Corp. (Oil, Gas & Consumable Fuels)		66			9,360
Hewlett Packard Enterprises Co. (Technology Hardware, Storage & Peripherals)		308			4,916
Hilton Worldwide Holdings, Inc. (Hotels, Restaurants & Leisure)		65			8,213
Hologic, Inc.* (Health Care Equipment & Supplies)		60			4,489
Honeywell International, Inc. (Industrial Conglomerates)		161			34,503
Hormel Foods Corp. (Food Products)		69			3,143
Host Hotels & Resorts, Inc. (Equity Real Estate Investment Trusts (REITs))		171			2,745
Howmet Aerospace, Inc. (Aerospace & Defense)		88			3,468
HP, Inc. (Technology Hardware, Storage & Peripherals)		212			5,696
Humana, Inc. (Health Care Providers & Services)		30			15,366
Huntington Bancshares, Inc. (Banks)		345			4,865
Huntington Ingalls Industries, Inc. (Aerospace & Defense)		10			2,307
IDEX Corp. (Machinery)		18			4,110
IDEXX Laboratories, Inc.* (Health Care Equipment & Supplies)		20			8,159
Illinois Tool Works, Inc. (Machinery)		67			14,760
Illumina, Inc.* (Life Sciences Tools & Services)		38			7,684
Incyte Corp.* (Biotechnology)		44			3,534
Ingersoll Rand, Inc. (Machinery)		97			5,068
Intel Corp. (Semiconductors & Semiconductor Equipment)		988			26,113
Intercontinental Exchange, Inc. (Capital Markets)		134			13,747
International Business Machines Corp. (IT Services)		216			30,432
International Flavors & Fragrances, Inc. (Chemicals)		61			6,395
International Paper Co. (Containers & Packaging)		85			2,944
Intuit, Inc. (Software)		67			26,078
Intuitive Surgical, Inc.* (Health Care Equipment & Supplies)		85			22,555
Invesco, Ltd. (Capital Markets)		109			1,961
Invitation Homes, Inc. (Equity Real Estate Investment Trusts (REITs))		139			4,120
IQVIA Holdings, Inc.* (Life Sciences Tools & Services)		44			9,015
Iron Mountain, Inc. (Equity Real Estate Investment Trusts (REITs))		70			3,490
J.B. Hunt Transport Services, Inc. (Road & Rail)		20			3,487
Jack Henry & Associates, Inc. (IT Services)		17			2,985
Jacobs Solutions, Inc. (Professional Services)		31			3,722
Johnson & Johnson (Pharmaceuticals)		626			110,582
Johnson Controls International PLC (Building Products)		165			10,561
JPMorgan Chase & Co. (Banks)		702			94,139
Juniper Networks, Inc. (Communications Equipment)		78			2,493
Kellogg Co. (Food Products)		61			4,346
Keurig Dr Pepper, Inc. (Beverages)		203			7,239

See accompanying notes to financial statements.

312 :: ProFund VP UltraBull :: Financial Statements

Common Stocks, continued

	Shares		Value
KeyCorp (Banks)		223	$	3,885
Keysight Technologies, Inc.* (Electronic Equipment, Instruments & Components)		43		7,356
Kimberly-Clark Corp. (Household Products)		81		10,996
Kimco Realty Corp. (Equity Real Estate Investment Trusts (REITs))		148		3,135
Kinder Morgan, Inc. (Oil, Gas & Consumable Fuels)		473		8,552
KLA Corp. (Semiconductors & Semiconductor Equipment)		34		12,819
L3Harris Technologies, Inc. (Aerospace & Defense)		46		9,578
Laboratory Corp. of America Holdings (Health Care Providers & Services)		21		4,945
Lam Research Corp. (Semiconductors & Semiconductor Equipment)		33		13,870
Lamb Weston Holding, Inc. (Food Products)		34		3,038
Las Vegas Sands Corp.* (Hotels, Restaurants & Leisure)		79		3,798
Leidos Holdings, Inc. (Professional Services)		33		3,471
Lennar Corp.—Class A (Household Durables)		61		5,521
Lincoln National Corp. (Insurance)		37		1,137
Linde PLC (Chemicals)		118		38,490
Live Nation Entertainment, Inc.* (Entertainment)		34		2,371
LKQ Corp. (Distributors)		61		3,258
Lockheed Martin Corp. (Aerospace & Defense)		56		27,243
Loews Corp. (Insurance)		47		2,742
Lowe's Cos., Inc. (Specialty Retail)		149		29,687
Lumen Technologies, Inc. (Diversified Telecommunication Services)		228		1,190
LyondellBasell Industries N.V.—Class A (Chemicals)		61		5,065
M&T Bank Corp. (Banks)		41		5,947
Marathon Oil Corp. (Oil, Gas & Consumable Fuels)		152		4,115
Marathon Petroleum Corp. (Oil, Gas & Consumable Fuels)		112		13,036
MarketAxess Holdings, Inc. (Capital Markets)		9		2,510
Marriott International, Inc.—Class A (Hotels, Restaurants & Leisure)		64		9,567
Marsh & McLennan Cos., Inc. (Insurance)		119		19,692
Martin Marietta Materials, Inc. (Construction Materials)		15		5,070
Masco Corp. (Building Products)		54		2,520
Mastercard, Inc.—Class A (IT Services)		203		70,589
Match Group, Inc.* (Interactive Media & Services)		67		2,780
McCormick & Co., Inc. (Food Products)		60		4,973
McDonald's Corp. (Hotels, Restaurants & Leisure)		175		46,117
McKesson Corp. (Health Care Providers & Services)		34		12,754
Medtronic PLC (Health Care Equipment & Supplies)		318		24,715
Merck & Co., Inc. (Pharmaceuticals)		607		67,347
Meta Platforms, Inc.*—Class A (Interactive Media & Services)		538		64,743
MetLife, Inc. (Insurance)		158		11,434
Mettler-Toledo International, Inc.* (Life Sciences Tools & Services)		5		7,227
MGM Resorts International (Hotels, Restaurants & Leisure)		76		2,548
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		132		9,273
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		260		12,995
Microsoft Corp. (Software)		1,784		427,838
Mid-America Apartment Communities, Inc. (Equity Real Estate Investment Trusts (REITs))		28		4,396
Moderna, Inc.* (Biotechnology)		79		14,190
Mohawk Industries, Inc.* (Household Durables)		13		1,329
Molina Healthcare, Inc.* (Health Care Providers & Services)		14		4,623
Molson Coors Beverage Co.—Class B (Beverages)		45		2,318
Mondelez International, Inc.—Class A (Food Products)		327		21,794
Monolithic Power Systems, Inc. (Semiconductors & Semiconductor Equipment)		11		3,890
Monster Beverage Corp.* (Beverages)		91		9,239
Moody's Corp. (Capital Markets)		38		10,588
Morgan Stanley (Capital Markets)		316		26,866
Motorola Solutions, Inc. (Communications Equipment)		40		10,308
MSCI, Inc. (Capital Markets)		19		8,838
Nasdaq, Inc. (Capital Markets)		81		4,969
NetApp, Inc. (Technology Hardware, Storage & Peripherals)		52		3,123
Netflix, Inc.* (Entertainment)		106		31,257
Newell Brands, Inc. (Household Durables)		90		1,177
Newmont Corp. (Metals & Mining)		190		8,968
News Corp.—Class A (Media)		91		1,656
News Corp.—Class B (Media)		28		516
NextEra Energy, Inc. (Electric Utilities)		476		39,794
NIKE, Inc.—Class B (Textiles, Apparel & Luxury Goods)		301		35,220
NiSource, Inc. (Multi-Utilities)		97		2,660
Nordson Corp. (Machinery)		13		3,090
Norfolk Southern Corp. (Road & Rail)		55		13,553
Northern Trust Corp. (Capital Markets)		50		4,425
Northrop Grumman Corp. (Aerospace & Defense)		35		19,096
Norwegian Cruise Line Holdings, Ltd.* (Hotels, Restaurants & Leisure)		101		1,236
NRG Energy, Inc. (Electric Utilities)		55		1,750
Nucor Corp. (Metals & Mining)		61		8,040
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		596		87,098
NVR, Inc.* (Household Durables)		1		4,613
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		62		9,798
Occidental Petroleum Corp. (Oil, Gas & Consumable Fuels)		174		10,960
Old Dominion Freight Line, Inc. (Road & Rail)		22		6,243
Omnicom Group, Inc. (Media)		49		3,997
ON Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		103		6,424
ONEOK, Inc. (Oil, Gas & Consumable Fuels)		107		7,030
Oracle Corp. (Software)		368		30,080
O'Reilly Automotive, Inc.* (Specialty Retail)		15		12,660

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraBull :: 313

Common Stocks, continued

	Shares		Value
Organon & Co. (Pharmaceuticals)		61	$	1,704
Otis Worldwide Corp. (Machinery)		100		7,831
PACCAR, Inc. (Machinery)		83		8,215
Packaging Corp. of America (Containers & Packaging)		22		2,814
Paramount Global—Class B (Media)		121		2,042
Parker-Hannifin Corp. (Machinery)		31		9,021
Paychex, Inc. (IT Services)		77		8,898
Paycom Software, Inc.* (Software)		12		3,724
PayPal Holdings, Inc.* (IT Services)		273		19,443
Pentair PLC (Machinery)		39		1,754
PepsiCo, Inc. (Beverages)		330		59,617
PerkinElmer, Inc. (Life Sciences Tools & Services)		30		4,207
Pfizer, Inc. (Pharmaceuticals)		1,343		68,815
PG&E Corp.* (Electric Utilities)		385		6,260
Philip Morris International, Inc. (Tobacco)		371		37,549
Phillips 66 (Oil, Gas & Consumable Fuels)		113		11,761
Pinnacle West Capital Corp. (Electric Utilities)		27		2,053
Pioneer Natural Resources Co. (Oil, Gas & Consumable Fuels)		57		13,018
Pool Corp. (Distributors)		9		2,721
PPG Industries, Inc. (Chemicals)		56		7,041
PPL Corp. (Electric Utilities)		176		5,143
Principal Financial Group, Inc. (Insurance)		54		4,532
Prologis, Inc. (Equity Real Estate Investment Trusts (REITs))		221		24,912
Prudential Financial, Inc. (Insurance)		88		8,752
PTC, Inc.* (Software)		25		3,001
Public Service Enterprise Group, Inc. (Multi-Utilities)		119		7,291
Public Storage (Equity Real Estate Investment Trusts (REITs))		38		10,647
PulteGroup, Inc. (Household Durables)		55		2,504
Qorvo, Inc.* (Semiconductors & Semiconductor Equipment)		24		2,175
Qualcomm, Inc. (Semiconductors & Semiconductor Equipment)		268		29,464
Quanta Services, Inc. (Construction & Engineering)		34		4,845
Quest Diagnostics, Inc. (Health Care Providers & Services)		27		4,224
Ralph Lauren Corp. (Textiles, Apparel & Luxury Goods)		10		1,057
Raymond James Financial, Inc. (Capital Markets)		46		4,915
Raytheon Technologies Corp. (Aerospace & Defense)		352		35,523
Realty Income Corp. (Equity Real Estate Investment Trusts (REITs))		150		9,515
Regency Centers Corp. (Equity Real Estate Investment Trusts (REITs))		37		2,313
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		26		18,759
Regions Financial Corp. (Banks)		224		4,829
Republic Services, Inc. (Commercial Services & Supplies)		49		6,321
ResMed, Inc. (Health Care Equipment & Supplies)		35		7,285
Robert Half International, Inc. (Professional Services)		26		1,920
Rockwell Automation, Inc. (Electrical Equipment)		27		6,954
Rollins, Inc. (Commercial Services & Supplies)		55		2,010
Roper Technologies, Inc. (Software)		25		10,802
Ross Stores, Inc. (Specialty Retail)		83		9,634
Royal Caribbean Cruises, Ltd.* (Hotels, Restaurants & Leisure)		53		2,620
S&P Global, Inc. (Capital Markets)		80		26,795
Salesforce, Inc.* (Software)		239		31,689
SBA Communications Corp. (Equity Real Estate Investment Trusts (REITs))		26		7,288
Schlumberger, Ltd. (Energy Equipment & Services)		339		18,123
Seagate Technology Holdings PLC (Technology Hardware, Storage & Peripherals)		46		2,420
Sealed Air Corp. (Containers & Packaging)		35		1,746
Sempra Energy (Multi-Utilities)		75		11,591
ServiceNow, Inc.* (Software)		48		18,637
Signature Bank (Banks)		15		1,728
Simon Property Group, Inc. (Equity Real Estate Investment Trusts (REITs))		78		9,163
Skyworks Solutions, Inc. (Semiconductors & Semiconductor Equipment)		38		3,463
Snap-on, Inc. (Machinery)		13		2,970
SolarEdge Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		13		3,683
Southwest Airlines Co.* (Airlines)		142		4,781
Stanley Black & Decker, Inc. (Machinery)		35		2,629
Starbucks Corp. (Hotels, Restaurants & Leisure)		275		27,280
State Street Corp. (Capital Markets)		88		6,826
Steel Dynamics, Inc. (Metals & Mining)		40		3,908
STERIS PLC (Health Care Equipment & Supplies)		24		4,433
Stryker Corp. (Health Care Equipment & Supplies)		81		19,804
SVB Financial Group* (Banks)		14		3,222
Synchrony Financial (Consumer Finance)		108		3,549
Synopsys, Inc.* (Software)		37		11,814
Sysco Corp. (Food & Staples Retailing)		121		9,250
T. Rowe Price Group, Inc. (Capital Markets)		53		5,780
Take-Two Interactive Software, Inc.* (Entertainment)		38		3,957
Tapestry, Inc. (Textiles, Apparel & Luxury Goods)		58		2,209
Targa Resources Corp. (Oil, Gas & Consumable Fuels)		54		3,969
Target Corp. (Multiline Retail)		110		16,394
TE Connectivity, Ltd. (Electronic Equipment, Instruments & Components)		76		8,725
Teledyne Technologies, Inc.* (Electronic Equipment, Instruments & Components)		11		4,399
Teleflex, Inc. (Health Care Equipment & Supplies)		11		2,746
Teradyne, Inc. (Semiconductors & Semiconductor Equipment)		37		3,232
Tesla, Inc.* (Automobiles)		642		79,081
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		217		35,853
Textron, Inc. (Aerospace & Defense)		50		3,540

See accompanying notes to financial statements.

314 :: ProFund VP UltraBull :: Financial Statements

Common Stocks, continued

	Shares		Value
The AES Corp. (Independent Power and Renewable Electricity Producers)		160	$	4,602
The Allstate Corp. (Insurance)		63		8,543
The Bank of New York Mellon Corp. (Capital Markets)		176		8,012
The Boeing Co.* (Aerospace & Defense)		134		25,526
The Charles Schwab Corp. (Capital Markets)		365		30,389
The Clorox Co. (Household Products)		30		4,210
The Coca-Cola Co. (Beverages)		931		59,221
The Cooper Cos., Inc. (Health Care Equipment & Supplies)		12		3,968
The Estee Lauder Cos., Inc. (Personal Products)		55		13,646
The Goldman Sachs Group, Inc. (Capital Markets)		81		27,814
The Hershey Co. (Food Products)		35		8,105
The Home Depot, Inc. (Specialty Retail)		245		77,386
The Interpublic Group of Cos., Inc. (Media)		93		3,098
The JM Smucker Co.—Class A (Food Products)		25		3,962
The Kraft Heinz Co. (Food Products)		191		7,776
The Kroger Co. (Food & Staples Retailing)		156		6,954
The Mosaic Co. (Chemicals)		81		3,553
The PNC Financial Services Group, Inc. (Banks)		97		15,320
The Procter & Gamble Co. (Household Products)		567		85,935
The Progressive Corp. (Insurance)		140		18,159
The Sherwin-Williams Co. (Chemicals)		56		13,290
The Southern Co. (Electric Utilities)		261		18,638
The TJX Cos., Inc. (Specialty Retail)		278		22,129
The Travelers Cos., Inc. (Insurance)		56		10,499
The Walt Disney Co.* (Entertainment)		436		37,880
The Williams Cos., Inc. (Oil, Gas & Consumable Fuels)		291		9,574
Thermo Fisher Scientific, Inc. (Life Sciences Tools & Services)		94		51,765
T-Mobile U.S., Inc.* (Wireless Telecommunication Services)		143		20,020
Tractor Supply Co. (Specialty Retail)		26		5,849
Trane Technologies PLC (Building Products)		55		9,245
TransDigm Group, Inc. (Aerospace & Defense)		12		7,556
Trimble, Inc.* (Electronic Equipment, Instruments & Components)		59		2,983
Truist Financial Corp. (Banks)		317		13,641
Tyler Technologies, Inc.* (Software)		10		3,224
Tyson Foods, Inc.—Class A (Food Products)		69		4,295
U.S. Bancorp (Banks)		324		14,130
UDR, Inc. (Equity Real Estate Investment Trusts (REITs))		73		2,827
Ulta Beauty, Inc.* (Specialty Retail)		12		5,629
Union Pacific Corp. (Road & Rail)		147		30,440
United Airlines Holdings, Inc.* (Airlines)		78		2,941
United Parcel Service, Inc.—Class B (Air Freight & Logistics)		175		30,422
United Rentals, Inc.* (Trading Companies & Distributors)		17		6,042
UnitedHealth Group, Inc. (Health Care Providers & Services)		224		118,760
Universal Health Services, Inc.—Class B (Health Care Providers & Services)		15		2,113
Valero Energy Corp. (Oil, Gas & Consumable Fuels)		92		11,671
Ventas, Inc. (Equity Real Estate Investment Trusts (REITs))		96		4,325
VeriSign, Inc.* (IT Services)		22		4,520
Verisk Analytics, Inc. (Professional Services)		37		6,528
Verizon Communications, Inc. (Diversified Telecommunication Services)		1,005		39,597
Vertex Pharmaceuticals, Inc.* (Biotechnology)		61		17,616
VF Corp. (Textiles, Apparel & Luxury Goods)		79		2,181
Viatris, Inc. (Pharmaceuticals)		290		3,228
VICI Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		230		7,452
Visa, Inc.—Class A (IT Services)		391		81,233
Vornado Realty Trust (Equity Real Estate Investment Trusts (REITs))		39		812
Vulcan Materials Co. (Construction Materials)		32		5,603
W.R. Berkley Corp. (Insurance)		49		3,556
W.W. Grainger, Inc. (Trading Companies & Distributors)		11		6,119
Walgreens Boots Alliance, Inc. (Food & Staples Retailing)		172		6,426
Walmart, Inc. (Food & Staples Retailing)		338		47,925
Warner Bros Discovery, Inc.* (Entertainment)		529		5,015
Waste Management, Inc. (Commercial Services & Supplies)		89		13,961
Waters Corp.* (Life Sciences Tools & Services)		14		4,796
WEC Energy Group, Inc. (Multi-Utilities)		75		7,032
Wells Fargo & Co. (Banks)		912		37,656
Welltower, Inc. (Equity Real Estate Investment Trusts (REITs))		113		7,407
West Pharmaceutical Services, Inc. (Health Care Equipment & Supplies)		18		4,236
Western Digital Corp.* (Technology Hardware, Storage & Peripherals)		76		2,398
Westinghouse Air Brake Technologies Corp. (Machinery)		44		4,392
WestRock Co. (Containers & Packaging)		61		2,145
Weyerhaeuser Co. (Equity Real Estate Investment Trusts (REITs))		176		5,456
Whirlpool Corp. (Household Durables)		13		1,839
Willis Towers Watson PLC (Insurance)		26		6,359
Wynn Resorts, Ltd.* (Hotels, Restaurants & Leisure)		25		2,062
Xcel Energy, Inc. (Electric Utilities)		131		9,184
Xylem, Inc. (Machinery)		43		4,755
Yum! Brands, Inc. (Hotels, Restaurants & Leisure)		67		8,581
Zebra Technologies Corp.* (Electronic Equipment, Instruments & Components)		12		3,077
Zimmer Biomet Holdings, Inc. (Health Care Equipment & Supplies)		50		6,375
Zions Bancorp (Banks)		36		1,770
Zoetis, Inc. (Pharmaceuticals)		112		16,414
TOTAL COMMON STOCKS (Cost $2,136,761)				7,690,251

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraBull :: 315

Repurchase Agreements^(b)(c) (22.1%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $2,271,050	$	2,270,000	$	2,270,000
TOTAL REPURCHASE AGREEMENTS (Cost $2,270,000)				2,270,000
TOTAL INVESTMENT SECURITIES (Cost $4,406,761)—97.1%				9,960,251
Net other assets (liabilities)—2.9%				292,289
NET ASSETS—100.0%			$	10,252,540

*	Non-income producing security.
(a)	Number of shares is less than 0.50.
(b)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $1,681,000.
(c)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Futures Contracts Purchased

	Number of Contracts		Expiration Date	Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
E-Mini S&P 500 Futures Contracts		2	3/20/23	$	386,100	$	(10,709	)

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)		Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
S&P 500	Goldman Sachs International		1/27/23		4.93	%	$	4,488,375	$	12,245
SPDR S&P 500 ETF	Goldman Sachs International		1/27/23		4.84	%		1,557,762		(922	)
							$	6,046,137	$	11,323
S&P 500	UBS AG		1/27/23		4.83	%	$	4,841,610	$	10,785
SPDR S&P 500 ETF	UBS AG		1/27/23		4.43	%		1,560,987		3,626
							$	6,402,597	$	14,411
							$	12,448,734	$	25,734
Total unrealized appreciation									$	26,656
Total unrealized (depreciation)										(922	)
Total net unrealized appreciation/(depreciation)									$	25,734

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

316 :: ProFund VP UltraBull :: Financial Statements

ProFund VP UltraBull invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Aerospace & Defense	$	147,235		1.4	%
Air Freight & Logistics		46,807		0.5	%
Airlines		16,022		0.2	%
Auto Components		8,307		0.1	%
Automobiles		101,509		1.0	%
Banks		294,853		2.9	%
Beverages		149,562		1.4	%
Biotechnology		191,248		1.9	%
Building Products		34,503		0.3	%
Capital Markets		240,734		2.3	%
Chemicals		144,080		1.4	%
Commercial Services & Supplies		38,048		0.4	%
Communications Equipment		68,800		0.7	%
Construction & Engineering		4,845		NM
Construction Materials		10,673		0.1	%
Consumer Finance		39,495		0.4	%
Containers & Packaging		21,163		0.2	%
Distributors		11,878		0.1	%
Diversified Financial Services		133,136		1.3	%
Diversified Telecommunication Services		72,176		0.7	%
Electric Utilities		160,951		1.6	%
Electrical Equipment		44,604		0.4	%
Electronic Equipment, Instruments & Components		48,879		0.5	%
Energy Equipment & Services		33,749		0.3	%
Entertainment		101,191		1.0	%
Equity Real Estate Investment Trusts (REITs)		202,243		1.9	%
Food & Staples Retailing		118,945		1.2	%
Food Products		92,677		0.9	%
Gas Utilities		3,698		NM
Health Care Equipment & Supplies		262,217		2.6	%
Health Care Providers & Services		283,698		2.8	%
Hotels, Restaurants & Leisure		153,865		1.5	%
Household Durables		27,083		0.3	%
Household Products		121,574		1.2	%
Independent Power and Renewable Electricity Producers		4,602		NM
Industrial Conglomerates		72,201		0.7	%
Insurance		188,038		1.8	%
Interactive Media & Services		306,025		3.0	%
Internet & Direct Marketing Retail		187,401		1.8	%
IT Services		343,226		3.3	%
Leisure Products		1,891		NM
Life Sciences Tools & Services		103,185		1.0	%
Machinery		145,141		1.4	%
Media		60,183		0.6	%
Metals & Mining		33,912		0.3	%
Multiline Retail		36,764		0.4	%
Multi-Utilities		68,695		0.7	%
Oil, Gas & Consumable Fuels		368,315		3.6	%
Personal Products		13,646		0.1	%
Pharmaceuticals		375,791		3.6	%
Professional Services		28,773		0.3	%
Real Estate Management & Development		5,849		0.1	%
Road & Rail		69,306		0.7	%
Semiconductors & Semiconductor Equipment		391,962		3.8	%
Software		642,565		6.3	%
Specialty Retail		185,845		1.8	%
Technology Hardware, Storage & Peripherals		483,443		4.7	%
Textiles, Apparel & Luxury Goods		40,667		0.4	%
Tobacco		57,159		0.6	%
Trading Companies & Distributors		18,644		0.2	%
Water Utilities		6,554		0.1	%
Wireless Telecommunication Services		20,020		0.2	%
Other**		2,562,289		25.0	%
Total	$	10,252,540		100.0	%

**	Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.
NM	Not meaningful, amount is less than 0.05%.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraBull :: 317

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	4,406,761
Securities, at value		7,690,251
Repurchase agreements, at value		2,270,000
Total Investment Securities, at value		9,960,251
Cash		7,189
Segregated cash balances for futures contracts with brokers		23,320
Dividends and interest receivable		7,216
Unrealized appreciation on swap agreements		26,656
Receivable for capital shares issued		277,543
Prepaid expenses		948
TOTAL ASSETS		10,303,123
LIABILITIES:
Payable for capital shares redeemed		19,047
Unrealized depreciation on swap agreements		922
Variation margin on futures contracts		1,075
Advisory fees payable		6,881
Management services fees payable		918
Administration fees payable		975
Administrative services fees payable		3,592
Distribution fees payable		4,258
Transfer agency fees payable		1,692
Fund accounting fees payable		699
Compliance services fees payable		75
Other accrued expenses		10,449
TOTAL LIABILITIES		50,583
NET ASSETS	$	10,252,540
NET ASSETS CONSIST OF:
Capital	$	22,663,918
Total distributable earnings (loss)		(12,411,378	)
NET ASSETS	$	10,252,540
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		496,046
Net Asset Value (offering and redemption price per share)	$	20.67

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	143,795
Interest		50,749
Foreign tax withholding		(34	)
Net income from securities lending		1
TOTAL INVESTMENT INCOME		194,511
EXPENSES:
Advisory fees		96,284
Management services fees		12,838
Administration fees		12,330
Transfer agency fees		10,536
Administrative services fees		31,934
Distribution fees		32,095
Custody fees		2,379
Fund accounting fees		8,606
Trustee fees		218
Compliance services fees		75
Other fees		13,641
TOTAL NET EXPENSES		220,936
NET INVESTMENT INCOME (LOSS)		(26,425	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		561,396
Net realized gains (losses) on futures contracts		(9,376	)
Net realized gains (losses) on swap agreements		(4,821,066	)
Change in net unrealized appreciation/depreciation on investment securities		(3,100,023	)
Change in net unrealized appreciation/depreciation on futures contracts		(33,034	)
Change in net unrealized appreciation/depreciation on swap agreements		134,716
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(7,267,387	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(7,293,812	)

See accompanying notes to financial statements.

318 :: ProFund VP UltraBull :: Financial Statements

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(26,425	)	$	(145,351	)
Net realized gains (losses) on investments		(4,269,046	)		7,140,700
Change in net unrealized appreciation/depreciation on investments		(2,998,341	)		1,296,127
Change in net assets resulting from operations		(7,293,812	)		8,291,476
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(3,026,939	)		—
Change in net assets resulting from distributions		(3,026,939	)		—
CAPITAL TRANSACTIONS:
Proceeds from shares issued		44,969,990			132,380,968
Distributions reinvested		3,026,939			—
Value of shares redeemed		(47,204,113	)		(137,964,214	)
Change in net assets resulting from capital transactions		792,816			(5,583,246	)
Change in net assets		(9,527,935	)		2,708,230
NET ASSETS:
Beginning of period		19,780,475			17,072,245
End of period	$	10,252,540		$	19,780,475
SHARE TRANSACTIONS:
Issued		1,611,165			3,455,045
Reinvested		128,260			—
Redeemed		(1,669,379	)		(3,610,503	)
Change in shares		70,046			(155,458	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP UltraBull :: 319

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020(a)			Year Ended Dec. 31, 2019(a)			Year Ended Dec. 31, 2018(a)
Net Asset Value, Beginning of Period	$	46.43		$	29.36		$	64.84		$	40.60		$	59.07
Investment Activities:
Net investment income (loss)(b)		(0.06	)		(0.28	)		(0.07	)		0.20			0.20
Net realized and unrealized gains (losses) on investments		(17.03	)		17.35			8.84			24.20			(7.07	)
Total income (loss) from investment activities		(17.09	)		17.07			8.77			24.40			(6.87	)
Distributions to Shareholders From:
Net investment income		—			—			(0.49	)		(0.16	)		—
Net realized gains on investments		(8.67	)		—			(43.76	)		—			(11.60	)
Total distributions		(8.67	)		—			(44.25	)		(0.16	)		(11.60	)
Net Asset Value, End of Period	$	20.67		$	46.43		$	29.36		$	64.84		$	40.60
Total Return(c)		(39.12	)%		58.14	%		19.83	%		60.17	%		(15.50	)%
Ratios to Average Net Assets:
Gross expenses(c)		1.72	%		1.67	%		1.69	%		1.62	%		1.53	%
Net expenses(c)		1.72	%(d)		1.67	%		1.69	%(d)		1.62	%		1.53	%
Net investment income (loss)(c)		(0.21	)%		(0.76	)%		(0.16	)%		0.41	%		0.37	%
Supplemental Data:
Net assets, end of period (000's)	$	10,253		$	19,780		$	17,072		$	30,287		$	23,465
Portfolio turnover rate(e)		31	%		443	%		1,415	%		2,393	%		3,297	%

(a)	As described in Note 8, share amounts have been adjusted for 1:4 reverse share split that occurred on December 14, 2020.
(b)	Per share net investment income (loss) has been calculated using the average daily shares method.
(c)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(d)	The expense ratio does not correlate to the applicable expense limits in place during the period given that the annual contractual expense limitation is applied for one year periods ended April 30th of each year, instead of coinciding with the December 31st year end. Details of the current expense limitation in effect can be found in Note 4 of the accompanying Notes to Financial Statements.
(e)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

320 :: ProFund VP UltraMid-Cap :: Management Discussion of Fund Performance

ProFund VP UltraMid-Cap (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the S&P MidCap 400^® (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (2x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index rises. For the year ended December 31, 2022, the Fund had a total return of -32.17%. For the same period, the Index had a total return of -13.06%¹ and a volatility of 25.79%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to twice that of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as twice the daily return of the Index. The Index is a measure of mid-size company U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index of 400 U.S. operating companies and real estate investment trusts. Securities are selected for inclusion in the Index through a process that factors criteria such as liquidity, price, market capitalization, financial viability, and public float. Reconstitution occurs both on a quarterly and ongoing basis.

During the year ended December 31, 2022, the Fund invested in swap agreements and futures contracts in addition to investing directly in stocks in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP UltraMid-Cap from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP UltraMid-Cap		-32.17	%		2.53	%		13.66	%
S&P MidCap 400®		-13.06	%		6.71	%		10.78	%

Expense Ratios**

Fund	Gross			Net
ProFund VP UltraMid-Cap		1.69	%		1.68	%

**  Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		70	%
Futures Contracts		9	%
Swap Agreements		122	%
Total Exposure		201	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Fair Isaac Corp.		0.5	%
First Horizon Corp.		0.4	%
United Therapeutics Corp.		0.4	%
Hubbell, Inc.		0.4	%
RPM International, Inc.		0.4	%

S&P MidCap 400^® – Composition

	% of Index
Industrials		20	%
Financials		15	%
Consumer Discretionary		14	%
Information Technology		12	%
Health Care		10	%
Real Estate		8	%
Materials		7	%
Utilities		4	%
Consumer Staples		4	%
Energy		4	%
Communication Services		2	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP UltraMid-Cap :: 321

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (69.9%)

	Shares		Value
Acadia Healthcare Co., Inc.* (Health Care Providers & Services)		260	$	21,404
ACI Worldwide, Inc.* (Software)		322		7,406
Acuity Brands, Inc. (Electrical Equipment)		92		15,236
Adient PLC* (Auto Components)		271		9,401
AECOM (Construction & Engineering)		400		33,972
Affiliated Managers Group, Inc. (Capital Markets)		108		17,110
AGCO Corp. (Machinery)		177		24,547
Alcoa Corp. (Metals & Mining)		506		23,008
Allegro MicroSystems, Inc.* (Semiconductors & Semiconductor Equipment)		186		5,584
ALLETE, Inc. (Electric Utilities)		164		10,580
Amedisys, Inc.* (Health Care Providers & Services)		93		7,769
American Financial Group, Inc. (Insurance)		200		27,456
Amkor Technology, Inc. (Semiconductors & Semiconductor Equipment)		287		6,882
Annaly Capital Management, Inc. (Mortgage Real Estate Investment Trusts (REITs))		1,340		28,247
Antero Midstream Corp. (Oil, Gas & Consumable Fuels)		958		10,337
Antero Resources Corp.* (Oil, Gas & Consumable Fuels)		790		24,482
Apartment Income REIT Corp. (Equity Real Estate Investment Trusts (REITs))		429		14,719
AptarGroup, Inc. (Containers & Packaging)		187		20,566
Arrow Electronics, Inc.* (Electronic Equipment, Instruments & Components)		176		18,404
Arrowhead Pharmaceuticals, Inc.* (Biotechnology)		303		12,290
ASGN, Inc.* (Professional Services)		143		11,652
Ashland, Inc. (Chemicals)		143		15,377
Aspen Technology, Inc.* (Software)		83		17,048
Associated Banc-Corp. (Banks)		430		9,929
AutoNation, Inc.* (Specialty Retail)		98		10,515
Avient Corp. (Chemicals)		245		8,271
Avis Budget Group, Inc.* (Road & Rail)		71		11,639
Avnet, Inc. (Electronic Equipment, Instruments & Components)		262		10,894
Axon Enterprise, Inc.* (Aerospace & Defense)		193		32,024
Azenta, Inc.* (Life Sciences Tools & Services)		215		12,517
Bank of Hawaii Corp. (Banks)		114		8,842
Bank OZK (Banks)		317		12,699
Belden, Inc. (Electronic Equipment, Instruments & Components)		122		8,772
BellRing Brands, Inc.* (Personal Products)		388		9,948
BJ's Wholesale Club Holdings, Inc.* (Food & Staples Retailing)		386		25,538
Black Hills Corp. (Multi-Utilities)		186		13,083
Blackbaud, Inc.* (Software)		128		7,534
Boyd Gaming Corp. (Hotels, Restaurants & Leisure)		227		12,378
Brighthouse Financial, Inc.* (Insurance)		198		10,151
Brixmor Property Group, Inc. (Equity Real Estate Investment Trusts (REITs))		858		19,451
Bruker Corp. (Life Sciences Tools & Services)		286		19,548
Brunswick Corp. (Leisure Products)		207		14,921
Builders FirstSource, Inc.* (Building Products)		421		27,314
Cable One, Inc. (Media)		14		9,966
Cabot Corp. (Chemicals)		161		10,761
CACI International, Inc.*—Class A (Professional Services)		67		20,140
Cadence Bank (Banks)		522		12,873
Calix, Inc.* (Communications Equipment)		163		11,154
Capri Holdings, Ltd.* (Textiles, Apparel & Luxury Goods)		368		21,094
Carlisle Cos., Inc. (Building Products)		148		34,876
Carter's, Inc. (Textiles, Apparel & Luxury Goods)		109		8,132
Casey's General Stores, Inc. (Food & Staples Retailing)		107		24,005
Cathay General Bancorp (Banks)		213		8,688
Celsius Holdings, Inc.* (Beverages)		116		12,068
ChampionX Corp. (Energy Equipment & Services)		570		16,524
Chart Industries, Inc.* (Machinery)		120		13,828
Chemed Corp. (Health Care Providers & Services)		43		21,949
Choice Hotels International, Inc. (Hotels, Restaurants & Leisure)		79		8,899
Churchill Downs, Inc. (Hotels, Restaurants & Leisure)		94		19,874
Ciena Corp.* (Communications Equipment)		424		21,616
Cirrus Logic, Inc.* (Semiconductors & Semiconductor Equipment)		158		11,768
Clean Harbors, Inc.* (Commercial Services & Supplies)		144		16,433
Cleveland-Cliffs, Inc.* (Metals & Mining)		1,474		23,746
CNO Financial Group, Inc. (Insurance)		327		7,472
CNX Resources Corp.* (Oil, Gas & Consumable Fuels)		516		8,689
Coca-Cola Consolidated, Inc. (Beverages)		13		6,661
Cognex Corp. (Electronic Equipment, Instruments & Components)		495		23,319
Coherent Corp.* (Electronic Equipment, Instruments & Components)		397		13,935
Columbia Sportswear Co. (Textiles, Apparel & Luxury Goods)		101		8,846
Commerce Bancshares, Inc. (Banks)		327		22,225
Commercial Metals Co. (Metals & Mining)		336		16,229
CommVault Systems, Inc.* (Software)		127		7,981
Concentrix Corp. (IT Services)		121		16,112
Corporate Office Properties Trust (Equity Real Estate Investment Trusts (REITs))		322		8,353
Coty, Inc.*—Class A (Personal Products)		1,046		8,954
Cousins Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		433		10,951
Cracker Barrel Old Country Store, Inc. (Hotels, Restaurants & Leisure)		63		5,969
Crane Holdings Co. (Machinery)		137		13,762
Crocs, Inc.* (Textiles, Apparel & Luxury Goods)		177		19,192
CubeSmart (Equity Real Estate Investment Trusts (REITs))		643		25,880
Cullen/Frost Bankers, Inc. (Banks)		184		24,601
Curtiss-Wright Corp. (Aerospace & Defense)		110		18,369
Dana, Inc. (Auto Components)		365		5,522

See accompanying notes to financial statements.

322 :: ProFund VP UltraMid-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Darling Ingredients, Inc.* (Food Products)		459	$	28,728
Deckers Outdoor Corp.* (Textiles, Apparel & Luxury Goods)		76		30,337
Dick's Sporting Goods, Inc. (Specialty Retail)		159		19,126
Donaldson Co., Inc. (Machinery)		350		20,605
Douglas Emmett, Inc. (Equity Real Estate Investment Trusts (REITs))		503		7,887
DT Midstream, Inc. (Oil, Gas & Consumable Fuels)		277		15,307
Dycom Industries, Inc.* (Construction & Engineering)		84		7,862
Dynatrace, Inc.* (Software)		576		22,061
Eagle Materials, Inc. (Construction Materials)		105		13,949
East West Bancorp, Inc. (Banks)		403		26,558
EastGroup Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		125		18,508
EMCOR Group, Inc. (Construction & Engineering)		136		20,143
Encompass Health Corp. (Health Care Providers & Services)		286		17,106
Energizer Holdings, Inc. (Household Products)		190		6,375
EnerSys (Electrical Equipment)		117		8,639
Enovis Corp.* (Health Care Equipment & Supplies)		136		7,279
Envestnet, Inc.* (Software)		158		9,749
Envista Holdings Corp.* (Health Care Equipment & Supplies)		466		15,690
EPR Properties (Equity Real Estate Investment Trusts (REITs))		215		8,110
Equitrans Midstream Corp. (Oil, Gas & Consumable Fuels)		1,238		8,295
Esab Corp. (Machinery)		148		6,944
Essent Group, Ltd. (Thrifts & Mortgage Finance)		308		11,975
Essential Utilities, Inc. (Water Utilities)		683		32,600
Euronet Worldwide, Inc.* (IT Services)		135		12,741
Evercore, Inc.—Class A (Capital Markets)		102		11,126
Exelixis, Inc.* (Biotechnology)		923		14,805
ExlService Holdings, Inc.* (IT Services)		95		16,096
F.N.B. Corp. (Banks)		1,004		13,102
Fair Isaac Corp.* (Software)		71		42,498
Federated Hermes, Inc.—Class B (Capital Markets)		242		8,787
First American Financial Corp. (Insurance)		296		15,493
First Financial Bankshares, Inc. (Banks)		371		12,762
First Horizon Corp. (Banks)		1,535		37,608
First Industrial Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		378		18,242
FirstCash Holdings, Inc. (Consumer Finance)		107		9,299
Five Below, Inc.* (Specialty Retail)		159		28,123
Flowers Foods, Inc. (Food Products)		550		15,807
Flowserve Corp. (Machinery)		374		11,474
Fluor Corp.* (Construction & Engineering)		407		14,107
Foot Locker, Inc. (Specialty Retail)		227		8,578
Fortune Brands Innovations, Inc. (Building Products)		367		20,959
Fox Factory Holding Corp.* (Auto Components)		121		11,039
Frontier Communications Parent, Inc.* (Diversified Telecommunication Services)		638		16,256
FTI Consulting, Inc.* (Professional Services)		98		15,562
Fulton Financial Corp. (Banks)		479		8,062
GameStop Corp.*(a)—Class A (Specialty Retail)		723		13,347
GATX Corp. (Trading Companies & Distributors)		101		10,740
Genpact, Ltd. (IT Services)		482		22,327
Gentex Corp. (Auto Components)		671		18,298
Glacier Bancorp, Inc. (Banks)		317		15,666
Globus Medical, Inc.* (Health Care Equipment & Supplies)		221		16,414
Graco, Inc. (Machinery)		482		32,418
Graham Holdings Co.—Class B (Diversified Consumer Services)		11		6,646
Grand Canyon Education, Inc.* (Diversified Consumer Services)		88		9,298
Greif, Inc.—Class A (Containers & Packaging)		73		4,895
Grocery Outlet Holding Corp.* (Food & Staples Retailing)		253		7,385
GXO Logistics, Inc.* (Air Freight & Logistics)		339		14,472
H&R Block, Inc. (Diversified Consumer Services)		445		16,247
Haemonetics Corp.* (Health Care Equipment & Supplies)		145		11,404
Halozyme Therapeutics, Inc.* (Biotechnology)		387		22,020
Hancock Whitney Corp. (Banks)		245		11,856
Hanesbrands, Inc. (Textiles, Apparel & Luxury Goods)		998		6,347
Harley-Davidson, Inc. (Automobiles)		381		15,850
Hawaiian Electric Industries, Inc. (Electric Utilities)		313		13,099
Healthcare Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		1,089		20,985
HealthEquity, Inc.* (Health Care Providers & Services)		242		14,917
Helen of Troy, Ltd.* (Household Durables)		69		7,653
Hexcel Corp. (Aerospace & Defense)		241		14,183
HF Sinclair Corp. (Oil, Gas & Consumable Fuels)		385		19,978
Highwoods Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		301		8,422
Home BancShares, Inc. (Banks)		543		12,375
Hubbell, Inc. (Electrical Equipment)		154		36,142
IAA, Inc.* (Commercial Services & Supplies)		383		15,320
ICU Medical, Inc.* (Health Care Equipment & Supplies)		58		9,134
IDACORP, Inc. (Electric Utilities)		145		15,638
Inari Medical, Inc.* (Health Care Equipment & Supplies)		138		8,771
Independence Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		640		10,790
Ingevity Corp.* (Chemicals)		101		7,114
Ingredion, Inc. (Food Products)		188		18,411
Insperity, Inc. (Professional Services)		102		11,587
Integra LifeSciences Holdings Corp.* (Health Care Equipment & Supplies)		208		11,663
Interactive Brokers Group, Inc. (Capital Markets)		294		21,272
International Bancshares Corp. (Banks)		151		6,910
IPG Photonics Corp. (Electronic Equipment, Instruments & Components)		92		8,710
Iridium Communications, Inc.* (Diversified Telecommunication Services)		359		18,453
ITT, Inc. (Machinery)		237		19,221
Jabil, Inc. (Electronic Equipment, Instruments & Components)		385		26,257
Janus Henderson Group PLC (Capital Markets)		379		8,914
Jazz Pharmaceuticals PLC* (Pharmaceuticals)		180		28,675

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraMid-Cap :: 323

Common Stocks, continued

	Shares		Value
JBG Smith Properties (Equity Real Estate Investment Trusts (REITs))		283	$	5,371
Jefferies Financial Group, Inc. (Diversified Financial Services)		524		17,963
JetBlue Airways Corp.* (Airlines)		927		6,007
John Wiley & Sons, Inc.—Class A (Media)		123		4,927
Jones Lang LaSalle, Inc.* (Real Estate Management & Development)		136		21,674
KB Home (Household Durables)		238		7,580
KBR, Inc. (Professional Services)		393		20,751
Kemper Corp. (Insurance)		183		9,004
Kennametal, Inc. (Machinery)		231		5,558
Kilroy Realty Corp. (Equity Real Estate Investment Trusts (REITs))		301		11,640
Kinsale Capital Group, Inc. (Insurance)		62		16,214
Kirby Corp.* (Marine)		171		11,004
Kite Realty Group Trust (Equity Real Estate Investment Trusts (REITs))		627		13,198
Knight-Swift Transportation Holdings, Inc. (Road & Rail)		460		24,108
Kohl's Corp. (Multiline Retail)		334		8,434
Kyndryl Holdings, Inc.* (IT Services)		584		6,494
Lamar Advertising Co.—Class A (Equity Real Estate Investment Trusts (REITs))		250		23,600
Lancaster Colony Corp. (Food Products)		57		11,246
Landstar System, Inc. (Road & Rail)		103		16,779
Lantheus Holdings, Inc.* (Health Care Equipment & Supplies)		197		10,039
Lattice Semiconductor Corp.* (Semiconductors & Semiconductor Equipment)		392		25,433
Lear Corp. (Auto Components)		169		20,960
Leggett & Platt, Inc. (Household Durables)		379		12,215
Lennox International, Inc. (Building Products)		92		22,009
LHC Group, Inc.* (Health Care Providers & Services)		89		14,390
Life Storage, Inc. (Equity Real Estate Investment Trusts (REITs))		243		23,936
Light & Wonder, Inc.* (Hotels, Restaurants & Leisure)		268		15,705
Lincoln Electric Holdings, Inc. (Machinery)		165		23,840
Lithia Motors, Inc. (Specialty Retail)		78		15,970
Littelfuse, Inc. (Electronic Equipment, Instruments & Components)		71		15,634
LivaNova PLC* (Health Care Equipment & Supplies)		153		8,498
Louisiana-Pacific Corp. (Paper & Forest Products)		205		12,136
Lumentum Holdings, Inc.* (Communications Equipment)		195		10,173
MACOM Technology Solutions Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		146		9,195
Macy's, Inc. (Multiline Retail)		775		16,003
Manhattan Associates, Inc.* (Software)		179		21,731
ManpowerGroup, Inc. (Professional Services)		145		12,065
Marriott Vacations Worldwide Corp. (Hotels, Restaurants & Leisure)		110		14,805
Masimo Corp.* (Health Care Equipment & Supplies)		138		20,417
MasTec, Inc.* (Construction & Engineering)		169		14,421
Matador Resources Co. (Oil, Gas & Consumable Fuels)		321		18,374
Mattel, Inc.* (Leisure Products)		1,014		18,089
MAXIMUS, Inc. (IT Services)		173		12,686
MDU Resources Group, Inc. (Construction & Engineering)		582		17,658
Medical Properties Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		1,711		19,061
Medpace Holdings, Inc.* (Life Sciences Tools & Services)		72		15,294
Mercury Systems, Inc.* (Aerospace & Defense)		166		7,427
MGIC Investment Corp. (Thrifts & Mortgage Finance)		850		11,050
MKS Instruments, Inc. (Semiconductors & Semiconductor Equipment)		164		13,896
MP Materials Corp.* (Metals & Mining)		264		6,410
MSA Safety, Inc. (Commercial Services & Supplies)		105		15,140
MSC Industrial Direct Co., Inc. (Trading Companies & Distributors)		135		11,030
Murphy Oil Corp. (Oil, Gas & Consumable Fuels)		418		17,978
Murphy USA, Inc. (Specialty Retail)		59		16,493
National Fuel Gas Co. (Gas Utilities)		262		16,584
National Instruments Corp. (Electronic Equipment, Instruments & Components)		374		13,801
National Retail Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		511		23,383
National Storage Affiliates Trust (Equity Real Estate Investment Trusts (REITs))		242		8,741
Navient Corp. (Consumer Finance)		303		4,984
NCR Corp.* (Technology Hardware, Storage & Peripherals)		393		9,200
Neogen Corp.* (Health Care Equipment & Supplies)		618		9,412
Neurocrine Biosciences, Inc.* (Biotechnology)		275		32,846
New Jersey Resources Corp. (Gas Utilities)		275		13,646
New York Community Bancorp, Inc. (Thrifts & Mortgage Finance)		1,946		16,735
NewMarket Corp. (Chemicals)		19		5,911
Nexstar Media Group, Inc. (Media)		108		18,903
Nordstrom, Inc. (Multiline Retail)		319		5,149
NorthWestern Corp. (Multi-Utilities)		165		9,791
NOV, Inc. (Energy Equipment & Services)		1,124		23,481
Novanta, Inc.* (Electronic Equipment, Instruments & Components)		102		13,859
nVent Electric PLC (Electrical Equipment)		477		18,350
OGE Energy Corp. (Electric Utilities)		573		22,663
Old National Bancorp (Banks)		838		15,067
Old Republic International Corp. (Insurance)		810		19,562
Olin Corp. (Chemicals)		364		19,271
Ollie's Bargain Outlet Holdings, Inc.* (Multiline Retail)		167		7,822
Omega Healthcare Investors, Inc. (Equity Real Estate Investment Trusts (REITs))		670		18,727
Omnicell, Inc.* (Health Care Technology)		128		6,454
ONE Gas, Inc. (Gas Utilities)		155		11,737
Option Care Health, Inc.* (Health Care Providers & Services)		442		13,300
Ormat Technologies, Inc. (Independent Power and Renewable Electricity Producers)		140		12,107

See accompanying notes to financial statements.

324 :: ProFund VP UltraMid-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Oshkosh Corp. (Machinery)		187	$	16,492
Owens Corning (Building Products)		267		22,775
PacWest Bancorp (Banks)		337		7,734
Papa John's International, Inc. (Hotels, Restaurants & Leisure)		92		7,573
Park Hotels & Resorts, Inc. (Equity Real Estate Investment Trusts (REITs))		643		7,581
Patterson Cos., Inc. (Health Care Providers & Services)		248		6,951
Paylocity Holding Corp.* (Software)		118		22,923
PBF Energy, Inc.—Class A (Oil, Gas & Consumable Fuels)		327		13,335
PDC Energy, Inc. (Oil, Gas & Consumable Fuels)		264		16,759
Pebblebrook Hotel Trust (Equity Real Estate Investment Trusts (REITs))		376		5,035
Penn Entertainment, Inc.* (Hotels, Restaurants & Leisure)		444		13,187
Penumbra, Inc.* (Health Care Equipment & Supplies)		109		24,247
Performance Food Group Co.* (Food & Staples Retailing)		445		25,984
Perrigo Co. PLC (Pharmaceuticals)		385		13,125
Physicians Realty Trust (Equity Real Estate Investment Trusts (REITs))		653		9,449
Pilgrim's Pride Corp.* (Food Products)		129		3,061
Pinnacle Financial Partners, Inc. (Banks)		219		16,075
PNM Resources, Inc. (Electric Utilities)		246		12,002
Polaris, Inc. (Leisure Products)		156		15,756
Portland General Electric Co. (Electric Utilities)		255		12,495
Post Holdings, Inc.* (Food Products)		156		14,081
PotlatchDeltic Corp. (Equity Real Estate Investment Trusts (REITs))		231		10,162
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		164		11,762
Primerica, Inc. (Insurance)		106		15,033
Progyny, Inc.* (Health Care Providers & Services)		215		6,697
Prosperity Bancshares, Inc. (Banks)		261		18,969
PVH Corp. (Textiles, Apparel & Luxury Goods)		187		13,200
Qualys, Inc.* (Software)		99		11,111
QuidelOrtho Corp.* (Health Care Equipment & Supplies)		153		13,108
R1 RCM, Inc.* (Health Care Providers & Services)		393		4,303
Range Resources Corp. (Oil, Gas & Consumable Fuels)		691		17,289
Rayonier, Inc. (Equity Real Estate Investment Trusts (REITs))		419		13,810
Regal Rexnord Corp. (Electrical Equipment)		189		22,676
Reinsurance Group of America, Inc. (Insurance)		191		27,139
Reliance Steel & Aluminum Co. (Metals & Mining)		168		34,009
RenaissanceRe Holdings, Ltd. (Insurance)		125		23,029
Repligen Corp.* (Life Sciences Tools & Services)		148		25,058
Rexford Industrial Realty, Inc. (Equity Real Estate Investment Trusts (REITs))		525		28,685
RH* (Specialty Retail)		55		14,695
RLI Corp. (Insurance)		116		15,227
Royal Gold, Inc. (Metals & Mining)		188		21,191
RPM International, Inc. (Chemicals)		369		35,960
RXO, Inc.* (Road & Rail)		329		5,659
Ryder System, Inc. (Road & Rail)		144		12,034
Sabra Health Care REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		661		8,216
Saia, Inc.* (Road & Rail)		76		15,936
Science Applications International Corp. (Professional Services)		158		17,527
SEI Investments Co. (Capital Markets)		293		17,082
Selective Insurance Group, Inc. (Insurance)		172		15,241
Sensient Technologies Corp. (Chemicals)		120		8,750
Service Corp. International (Diversified Consumer Services)		440		30,422
Shockwave Medical, Inc.* (Health Care Equipment & Supplies)		103		21,177
Silgan Holdings, Inc. (Containers & Packaging)		239		12,390
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		95		12,889
Simpson Manufacturing Co., Inc. (Building Products)		122		10,817
SiTime Corp.* (Semiconductors & Semiconductor Equipment)		46		4,675
Skechers U.S.A., Inc.*—Class A (Textiles, Apparel & Luxury Goods)		384		16,109
SL Green Realty Corp.(a) (Equity Real Estate Investment Trusts (REITs))		184		6,204
SLM Corp. (Consumer Finance)		716		11,886
Sonoco Products Co. (Containers & Packaging)		279		16,938
Sotera Health Co.* (Life Sciences Tools & Services)		283		2,357
Southwest Gas Holdings, Inc. (Gas Utilities)		177		10,953
Southwestern Energy Co.* (Oil, Gas & Consumable Fuels)		3,157		18,468
Spire, Inc. (Gas Utilities)		150		10,329
Spirit Realty Capital, Inc. (Equity Real Estate Investment Trusts (REITs))		400		15,972
Sprouts Farmers Market, Inc.* (Food & Staples Retailing)		303		9,808
STAAR Surgical Co.* (Health Care Equipment & Supplies)		138		6,699
Stericycle, Inc.* (Commercial Services & Supplies)		264		13,171
Stifel Financial Corp. (Capital Markets)		304		17,744
STORE Capital Corp. (Equity Real Estate Investment Trusts (REITs))		760		24,366
SunPower Corp.* (Semiconductors & Semiconductor Equipment)		244		4,399
Sunrun, Inc.* (Electrical Equipment)		610		14,652
Super Micro Computer, Inc.* (Technology Hardware, Storage & Peripherals)		132		10,837
Synaptics, Inc.* (Semiconductors & Semiconductor Equipment)		114		10,848
Syneos Health, Inc.* (Life Sciences Tools & Services)		294		10,784
Synovus Financial Corp. (Banks)		416		15,621
Tandem Diabetes Care, Inc.* (Health Care Equipment & Supplies)		184		8,271
Taylor Morrison Home Corp.* (Household Durables)		310		9,409
TD SYNNEX Corp. (Electronic Equipment, Instruments & Components)		120		11,365
TEGNA, Inc. (Media)		638		13,519

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraMid-Cap :: 325

Common Stocks, continued

	Shares		Value
Tempur Sealy International, Inc. (Household Durables)		489	$	16,787
Tenet Healthcare Corp.* (Health Care Providers & Services)		309		15,076
Teradata Corp.* (IT Services)		291		9,795
Terex Corp. (Machinery)		193		8,245
Tetra Tech, Inc. (Commercial Services & Supplies)		152		22,070
Texas Capital Bancshares, Inc.* (Banks)		143		8,624
Texas Roadhouse, Inc. (Hotels, Restaurants & Leisure)		191		17,371
The Boston Beer Co., Inc.*—Class A (Beverages)		27		8,897
The Brink's Co. (Commercial Services & Supplies)		133		7,143
The Chemours Co. (Chemicals)		432		13,228
The Gap, Inc. (Specialty Retail)		604		6,813
The Goodyear Tire & Rubber Co.* (Auto Components)		809		8,211
The Hanover Insurance Group, Inc. (Insurance)		102		13,783
The Macerich Co. (Equity Real Estate Investment Trusts (REITs))		615		6,925
The Middleby Corp.* (Machinery)		154		20,621
The New York Times Co.—Class A (Media)		471		15,289
The Scotts Miracle-Gro Co.—Class A (Chemicals)		116		5,636
The Timken Co. (Machinery)		189		13,357
The Toro Co. (Machinery)		298		33,733
The Wendy's Co. (Hotels, Restaurants & Leisure)		488		11,043
The Western Union Co. (IT Services)		1,105		15,216
Thor Industries, Inc. (Automobiles)		154		11,625
Toll Brothers, Inc. (Household Durables)		302		15,076
TopBuild Corp.* (Household Durables)		91		14,241
Topgolf Callaway Brands Corp.* (Leisure Products)		397		7,841
Travel + Leisure Co. (Hotels, Restaurants & Leisure)		233		8,481
Trex Co., Inc.* (Building Products)		314		13,292
TripAdvisor, Inc.* (Interactive Media & Services)		300		5,394
UGI Corp. (Gas Utilities)		599		22,204
UMB Financial Corp. (Banks)		124		10,356
Umpqua Holdings Corp. (Banks)		621		11,085
Under Armour, Inc.*—Class A (Textiles, Apparel & Luxury Goods)		540		5,486
Under Armour, Inc.*—Class C (Textiles, Apparel & Luxury Goods)		564		5,031
United Bankshares, Inc. (Banks)		385		15,589
United States Steel Corp. (Metals & Mining)		670		16,784
United Therapeutics Corp.* (Biotechnology)		130		36,152
Univar Solutions, Inc.* (Trading Companies & Distributors)		467		14,851
Universal Display Corp. (Semiconductors & Semiconductor Equipment)		124		13,397
Unum Group (Insurance)		535		21,951
Valley National Bancorp (Banks)		1,202		13,595
Valmont Industries, Inc. (Construction & Engineering)		61		20,171
Valvoline, Inc. (Chemicals)		506		16,522
ViaSat, Inc.* (Communications Equipment)		216		6,836
Vicor Corp.* (Electrical Equipment)		64		3,440
Victoria's Secret & Co.* (Specialty Retail)		232		8,301
Vishay Intertechnology, Inc. (Electronic Equipment, Instruments & Components)		371		8,002
Visteon Corp.* (Auto Components)		81		10,597
Vontier Corp. (Electronic Equipment, Instruments & Components)		452		8,737
Voya Financial, Inc.(a) (Diversified Financial Services)		278		17,094
Washington Federal, Inc. (Thrifts & Mortgage Finance)		187		6,274
Watsco, Inc. (Trading Companies & Distributors)		95		23,692
Watts Water Technologies, Inc.—Class A (Machinery)		78		11,406
Webster Financial Corp. (Banks)		498		23,575
Werner Enterprises, Inc. (Road & Rail)		168		6,764
Westlake Corp. (Chemicals)		99		10,151
WEX, Inc.* (IT Services)		125		20,456
Williams-Sonoma, Inc. (Specialty Retail)		191		21,950
Wingstop, Inc. (Hotels, Restaurants & Leisure)		86		11,835
Wintrust Financial Corp. (Banks)		174		14,706
Wolfspeed, Inc.* (Semiconductors & Semiconductor Equipment)		355		24,509
Woodward, Inc. (Machinery)		172		16,617
World Wrestling Entertainment, Inc.—Class A (Entertainment)		124		8,496
Worthington Industries, Inc. (Metals & Mining)		87		4,325
Wyndham Hotels & Resorts, Inc. (Hotels, Restaurants & Leisure)		253		18,041
Xerox Holdings Corp. (Technology Hardware, Storage & Peripherals)		321		4,687
XPO, Inc.* (Air Freight & Logistics)		329		10,952
YETI Holdings, Inc.* (Leisure Products)		247		10,204
Ziff Davis, Inc.* (Interactive Media & Services)		135		10,679
TOTAL COMMON STOCKS (Cost $3,710,024)				5,873,213
Repurchase Agreements(b)(c) (30.0%)
	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $2,518,164	$	2,517,000	$	2,517,000
TOTAL REPURCHASE AGREEMENTS (Cost $2,517,000)				2,517,000
Collateral for Securities Loaned(d) (0.4%)
	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(e)		37,128	$	37,128
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $37,128)				37,128
TOTAL INVESTMENT SECURITIES (Cost $6,264,152)—100.3%				8,427,341
Net other assets (liabilities)—(0.3)%				(25,499	)
NET ASSETS—100.0%			$	8,401,842

See accompanying notes to financial statements.

326 :: ProFund VP UltraMid-Cap :: Financial Statements

* Non-income producing security.

^(a)  All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $36,532.

^(b)  A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $1,629,000.

^(c)  The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

^(d)  Securities were purchased with cash collateral held from securities on loan at December 31, 2022.

^(e)  Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

Futures Contracts Purchased

	Number of Contracts	Expiration Date	Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
E-Mini S&P MidCap 400 Futures Contracts	3	3/20/23	$	732,780	$	(12,559	)

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
S&P MidCap 400	Goldman Sachs International	1/27/23		4.83	%	$	3,733,185	$	(14,431	)
SPDR S&P MidCap 400 ETF	Goldman Sachs International	1/27/23		4.60	%		1,446,744		(3,922	)
						$	5,179,929	$	(18,353	)
S&P MidCap 400	UBS AG	1/27/23		4.68	%	$	3,835,140	$	(7,465	)
SPDR S&P MidCap 400 ETF	UBS AG	1/27/23		4.63	%		1,265,901		(3,435	)
						$	5,101,041	$	(10,900	)
						$	10,280,970	$	(29,253	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraMid-Cap :: 327

ProFund VP UltraMid-Cap invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Aerospace & Defense	$	72,003		0.9	%
Air Freight & Logistics		25,424		0.3	%
Airlines		6,007		0.1	%
Auto Components		84,028		1.0	%
Automobiles		27,475		0.3	%
Banks		415,752		5.0	%
Beverages		27,626		0.3	%
Biotechnology		118,113		1.4	%
Building Products		152,042		1.8	%
Capital Markets		102,035		1.2	%
Chemicals		156,952		1.9	%
Commercial Services & Supplies		89,277		1.1	%
Communications Equipment		49,779		0.6	%
Construction & Engineering		128,334		1.5	%
Construction Materials		13,949		0.2	%
Consumer Finance		26,169		0.3	%
Containers & Packaging		54,789		0.7	%
Diversified Consumer Services		62,613		0.7	%
Diversified Financial Services		35,057		0.4	%
Diversified Telecommunication Services		34,709		0.4	%
Electric Utilities		86,477		1.1	%
Electrical Equipment		119,135		1.4	%
Electronic Equipment, Instruments & Components		181,689		2.2	%
Energy Equipment & Services		40,005		0.5	%
Entertainment		8,496		0.1	%
Equity Real Estate Investment Trusts (REITs)		456,360		5.4	%
Food & Staples Retailing		92,720		1.1	%
Food Products		91,334		1.1	%
Gas Utilities		85,453		1.0	%
Health Care Equipment & Supplies		202,223		2.4	%
Health Care Providers & Services		143,862		1.7	%
Health Care Technology		6,454		0.1	%
Hotels, Restaurants & Leisure		165,161		2.0	%
Household Durables		82,961		1.0	%
Household Products		6,375		0.1	%
Independent Power and Renewable Electricity Producers		12,107		0.1	%
Insurance		236,755		2.9	%
Interactive Media & Services		16,073		0.2	%
IT Services		131,923		1.6	%
Leisure Products		66,811		0.8	%
Life Sciences Tools & Services		85,558		1.0	%
Machinery		292,668		3.4	%
Marine		11,004		0.1	%
Media		62,604		0.8	%
Metals & Mining		145,702		1.7	%
Mortgage Real Estate Investment Trusts (REITs)		28,247		0.3	%
Multiline Retail		37,408		0.4	%
Multi-Utilities		22,874		0.3	%
Oil, Gas & Consumable Fuels		189,291		2.2	%
Paper & Forest Products		12,136		0.1	%
Personal Products		18,902		0.2	%
Pharmaceuticals		41,800		0.5	%
Professional Services		109,284		1.3	%
Real Estate Management & Development		21,674		0.3	%
Road & Rail		92,919		1.1	%
Semiconductors & Semiconductor Equipment		155,237		1.8	%
Software		170,042		2.0	%
Specialty Retail		163,911		2.0	%
Technology Hardware, Storage & Peripherals		24,724		0.3	%
Textiles, Apparel & Luxury Goods		133,774		1.6	%
Thrifts & Mortgage Finance		46,034		0.5	%
Trading Companies & Distributors		60,313		0.7	%
Water Utilities		32,600		0.4	%
Other**		2,528,629		30.1	%
Total	$	8,401,842		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

328 :: ProFund VP UltraMid-Cap :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	6,264,152
Securities, at value(a)		5,910,341
Repurchase agreements, at value		2,517,000
Total Investment Securities, at value		8,427,341
Cash		14,715
Segregated cash balances for futures contracts with brokers		44,550
Dividends and interest receivable		8,104
Prepaid expenses		758
TOTAL ASSETS		8,495,468
LIABILITIES:
Payable for collateral for securities loaned		37,128
Payable for capital shares redeemed		334
Unrealized depreciation on swap agreements		29,253
Variation margin on futures contracts		4,020
Advisory fees payable		5,674
Management services fees payable		756
Administration fees payable		786
Administrative services fees payable		3,114
Distribution fees payable		2,118
Transfer agency fees payable		1,369
Fund accounting fees payable		562
Compliance services fees payable		61
Other accrued expenses		8,451
TOTAL LIABILITIES		93,626
NET ASSETS	$	8,401,842
NET ASSETS CONSIST OF:
Capital	$	8,899,871
Total distributable earnings (loss)		(498,029	)
NET ASSETS	$	8,401,842
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		293,003
Net Asset Value (offering and redemption price per share)	$	28.67

^(a) Includes securities on loan valued at: $ 36,532

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	109,825
Interest		42,037
Net income from securities lending		1,615
TOTAL INVESTMENT INCOME		153,477
EXPENSES:
Advisory fees		79,810
Management services fees		10,641
Administration fees		10,165
Transfer agency fees		8,646
Administrative services fees		28,935
Distribution fees		26,603
Custody fees		2,198
Fund accounting fees		7,012
Trustee fees		179
Compliance services fees		61
Other fees		9,745
Total Gross Expenses before reductions		183,995
Expenses reduced and reimbursed by the Advisor		(5,219	)
TOTAL NET EXPENSES		178,776
NET INVESTMENT INCOME (LOSS)		(25,299	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		1,078,097
Net realized gains (losses) on futures contracts		68,412
Net realized gains (losses) on swap agreements		(3,268,729	)
Change in net unrealized appreciation/depreciation on investment securities		(2,725,747	)
Change in net unrealized appreciation/depreciation on futures contracts		(12,559	)
Change in net unrealized appreciation/depreciation on swap agreements		(107,102	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(4,967,628	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(4,992,927	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraMid-Cap :: 329

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(25,299	)	$	(158,284	)
Net realized gains (losses) on investments		(2,122,220	)		5,102,458
Change in net unrealized appreciation/depreciation on investments		(2,845,408	)		1,521,980
Change in net assets resulting from operations		(4,992,927	)		6,466,154
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(4,057,524	)		—
Change in net assets resulting from distributions		(4,057,524	)		—
CAPITAL TRANSACTIONS:
Proceeds from shares issued		5,212,703			46,261,796
Distributions reinvested		4,057,524			—
Value of shares redeemed		(9,687,753	)		(47,580,050	)
Change in net assets resulting from capital transactions		(417,526	)		(1,318,254	)
Change in net assets		(9,467,977	)		5,147,900
NET ASSETS:
Beginning of period		17,869,819			12,721,919
End of period	$	8,401,842		$	17,869,819
SHARE TRANSACTIONS:
Issued		121,821			733,490
Reinvested		130,930			—
Redeemed		(201,407	)		(744,151	)
Change in shares		51,344			(10,661	)

See accompanying notes to financial statements.

330 :: ProFund VP UltraMid-Cap :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	73.95		$	50.42		$	61.51		$	41.62		$	79.70
Investment Activities:
Net investment income (loss)(a)		(0.10	)		(0.55	)		(0.21	)		0.06			(0.06	)
Net realized and unrealized gains (losses) on investments		(21.97	)		24.08			(0.36	)		19.83			(13.41	)
Total income (loss) from investment activities		(22.07	)		23.53			(0.57	)		19.89			(13.47	)
Distributions to Shareholders From:
Net investment income		—			—			(0.12	)		—			—
Net realized gains on investments		(23.21	)		—			(10.40	)		—			(24.61	)
Total distributions		(23.21	)		—			(10.52	)		—			(24.61	)
Net Asset Value, End of Period	$	28.67		$	73.95		$	50.42		$	61.51		$	41.62
Total Return(b)		(32.17	)%		46.67	%		5.22	%		47.79	%		(26.77	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.73	%		1.69	%		1.79	%		1.71	%		1.68	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		(0.24	)%		(0.83	)%		(0.48	)%		0.11	%		(0.10	)%
Supplemental Data:
Net assets, end of period (000's)	$	8,402		$	17,870		$	12,722		$	14,875		$	14,676
Portfolio turnover rate(c)		42	%		66	%		488	%		603	%		617	%

(a)	Per share net investment income (loss) has been calculated using the average daily shares method.
(b)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(c)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP UltraNasdaq-100 :: 331

ProFund VP UltraNasdaq-100 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Nasdaq-100^® Index (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation, not for longer periods. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for longer periods will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (2x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index rises. For the year ended December 31, 2022, the Fund had a total return of -60.93%. For the same period, the Index had a total return of -32.38%¹ and a volatility of 32.52%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to twice that of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as twice the daily return of the Index. The Index, a modified market capitalization-weighted index, includes 100 of the largest non-financial domestic and international issues listed on Nasdaq.

During the year ended December 31, 2022, the Fund invested in swap agreements and futures contracts in addition to investing directly in stocks in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP UltraNasdaq-100 from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP UltraNasdaq-100		-60.93	%		12.50	%		24.72	%
Nasdaq-100® Index		-32.38	%		12.36	%		16.45	%

Expense Ratios**

Fund	Gross			Net
ProFund VP UltraNasdaq-100		1.69	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		65	%
Futures Contracts		15	%
Swap Agreements		120	%
Total Exposure		200	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Microsoft Corp.		8.2	%
Apple, Inc.		7.7	%
Alphabet, Inc.		5.0	%
Amazon.com, Inc.		4.0	%
NVIDIA Corp.		2.2	%

Nasdaq-100^® Index – Composition

	% of Index
Information Technology		51	%
Communication Services		16	%
Consumer Discretionary		14	%
Health Care		7	%
Consumer Staples		7	%
Industrials		4	%
Utilities		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

¹  The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

²  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

332 :: ProFund VP UltraNasdaq-100 :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (65.4%)

	Shares		Value
Activision Blizzard, Inc. (Entertainment)		3,973	$	304,133
Adobe, Inc.* (Software)		2,357		793,201
Advanced Micro Devices, Inc.* (Semiconductors & Semiconductor Equipment)		8,183		530,013
Airbnb, Inc.*—Class A (Hotels, Restaurants & Leisure)		2,023		172,967
Align Technology, Inc.* (Health Care Equipment & Supplies)		397		83,727
Alphabet, Inc.*—Class A (Interactive Media & Services)		23,811		2,100,845
Alphabet, Inc.*—Class C (Interactive Media & Services)		23,804		2,112,129
Amazon.com, Inc.* (Internet & Direct Marketing Retail)		39,899		3,351,516
American Electric Power Co., Inc. (Electric Utilities)		2,608		247,630
Amgen, Inc. (Biotechnology)		2,707		710,967
Analog Devices, Inc. (Semiconductors & Semiconductor Equipment)		2,583		423,689
ANSYS, Inc.* (Software)		442		106,783
Apple, Inc. (Technology Hardware, Storage & Peripherals)		50,041		6,501,827
Applied Materials, Inc. (Semiconductors & Semiconductor Equipment)		4,364		424,966
ASML Holding N.V.NYS (Semiconductors & Semiconductor Equipment)		449		245,334
AstraZeneca PLCADR (Pharmaceuticals)		3,103		210,383
Atlassian Corp.*—Class A (Software)		753		96,896
Autodesk, Inc.* (Software)		1,094		204,436
Automatic Data Processing, Inc. (IT Services)		2,105		502,800
Baker Hughes Co. (Energy Equipment & Services)		5,084		150,130
Biogen, Inc.* (Biotechnology)		731		202,429
Booking Holdings, Inc.* (Hotels, Restaurants & Leisure)		195		392,980
Broadcom, Inc. (Semiconductors & Semiconductor Equipment)		2,055		1,149,012
Cadence Design Systems, Inc.* (Software)		1,392		223,611
Charter Communications, Inc.*—Class A (Media)		791		268,228
Cintas Corp. (Commercial Services & Supplies)		516		233,036
Cisco Systems, Inc. (Communications Equipment)		20,848		993,199
Cognizant Technology Solutions Corp.—Class A (IT Services)		2,611		149,323
Comcast Corp.—Class A (Media)		21,892		765,563
Constellation Energy Corp. (Electric Utilities)		1,659		143,022
Copart, Inc.* (Commercial Services & Supplies)		2,419		147,293
CoStar Group, Inc.* (Professional Services)		2,065		159,583
Costco Wholesale Corp. (Food & Staples Retailing)		2,244		1,024,386
Crowdstrike Holdings, Inc.*—Class A (Software)		1,108		116,661
CSX Corp. (Road & Rail)		10,670		330,556
Datadog, Inc.*—Class A (Software)		1,484		109,074
DexCom, Inc.* (Health Care Equipment & Supplies)		1,961		222,064
Diamondback Energy, Inc. (Oil, Gas & Consumable Fuels)		893		122,145
Dollar Tree, Inc.* (Multiline Retail)		1,123		158,837
eBay, Inc. (Internet & Direct Marketing Retail)		2,756		114,291
Electronic Arts, Inc. (Entertainment)		1,402		171,296
Enphase Energy, Inc.* (Semiconductors & Semiconductor Equipment)		690		182,822
Exelon Corp. (Electric Utilities)		5,046		218,139
Fastenal Co. (Trading Companies & Distributors)		2,910		137,701
Fiserv, Inc.* (IT Services)		3,223		325,749
Fortinet, Inc.* (Software)		3,966		193,898
Gilead Sciences, Inc. (Biotechnology)		6,365		546,435
GLOBALFOUNDRIES, Inc.*(a) (Semiconductors & Semiconductor Equipment)		2,768		149,168
Honeywell International, Inc. (Industrial Conglomerates)		3,410		730,763
IDEXX Laboratories, Inc.* (Health Care Equipment & Supplies)		419		170,935
Illumina, Inc.* (Life Sciences Tools & Services)		800		161,760
Intel Corp. (Semiconductors & Semiconductor Equipment)		20,942		553,497
Intuit, Inc. (Software)		1,424		554,249
Intuitive Surgical, Inc.* (Health Care Equipment & Supplies)		1,794		476,038
JD.com, Inc.ADR (Internet & Direct Marketing Retail)		2,467		138,473
Keurig Dr Pepper, Inc. (Beverages)		7,189		256,360
KLA Corp. (Semiconductors & Semiconductor Equipment)		719		271,085
Lam Research Corp. (Semiconductors & Semiconductor Equipment)		692		290,848
Lucid Group, Inc.*(a) (Automobiles)		8,528		58,246
Lululemon Athletica, Inc.* (Textiles, Apparel & Luxury Goods)		621		198,956
Marriott International, Inc.—Class A (Hotels, Restaurants & Leisure)		1,606		239,117
Marvell Technology, Inc. (Semiconductors & Semiconductor Equipment)		4,330		160,383
Mercadolibre, Inc.* (Internet & Direct Marketing Retail)		254		214,945
Meta Platforms, Inc.*—Class A (Interactive Media & Services)		11,409		1,372,959

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraNasdaq-100 :: 333

Common Stocks, continued

	Shares		Value
Microchip Technology, Inc. (Semiconductors & Semiconductor Equipment)		2,792	$	196,138
Micron Technology, Inc. (Semiconductors & Semiconductor Equipment)		5,519		275,840
Microsoft Corp. (Software)		29,033		6,962,694
Moderna, Inc.* (Biotechnology)		1,950		350,259
Mondelez International, Inc.—Class A (Food Products)		6,932		462,018
Monster Beverage Corp.* (Beverages)		2,646		268,648
Netflix, Inc.* (Entertainment)		2,257		665,545
NVIDIA Corp. (Semiconductors & Semiconductor Equipment)		12,482		1,824,119
NXP Semiconductors N.V. (Semiconductors & Semiconductor Equipment)		1,314		207,651
Old Dominion Freight Line, Inc. (Road & Rail)		561		159,201
O'Reilly Automotive, Inc.* (Specialty Retail)		316		266,714
PACCAR, Inc. (Machinery)		1,764		174,583
Palo Alto Networks, Inc.* (Software)		1,533		213,915
Paychex, Inc. (IT Services)		1,829		211,359
PayPal Holdings, Inc.* (IT Services)		5,787		412,150
PepsiCo, Inc. (Beverages)		6,990		1,262,814
Pinduoduo, Inc.*ADR (Internet & Direct Marketing Retail)		2,377		193,844
Qualcomm, Inc. (Semiconductors & Semiconductor Equipment)		5,689		625,449
Regeneron Pharmaceuticals, Inc.* (Biotechnology)		543		391,769
Rivian Automotive, Inc.*—Class A (Automobiles)		4,636		85,441
Ross Stores, Inc. (Specialty Retail)		1,760		204,283
Seagen, Inc.* (Biotechnology)		942		121,056
Sirius XM Holdings, Inc.(a) (Media)		19,737		115,264
Starbucks Corp. (Hotels, Restaurants & Leisure)		5,824		577,740
Synopsys, Inc.* (Software)		776		247,769
Tesla, Inc.* (Automobiles)		12,349		1,521,151
Texas Instruments, Inc. (Semiconductors & Semiconductor Equipment)		4,606		761,003
The Kraft Heinz Co. (Food Products)		6,219		253,175
T-Mobile U.S., Inc.* (Wireless Telecommunication Services)		6,313		883,820
Verisk Analytics, Inc. (Professional Services)		795		140,254
Vertex Pharmaceuticals, Inc.* (Biotechnology)		1,301		375,703
Walgreens Boots Alliance, Inc. (Food & Staples Retailing)		4,392		164,085
Warner Bros Discovery, Inc.* (Entertainment)		12,327		116,860
Workday, Inc.*—Class A (Software)		1,024		171,346
Xcel Energy, Inc. (Electric Utilities)		2,777		194,695
Zoom Video Communications, Inc.*—Class A (Software)		1,248		84,540
Zscaler, Inc.* (Software)		733		82,023
TOTAL COMMON STOCKS (Cost $15,444,933)				55,298,405

Repurchase Agreements^(b)(c) (17.2%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $14,576,738	$	14,570,000	$	14,570,000
TOTAL REPURCHASE AGREEMENTS (Cost $14,570,000)				14,570,000

Collateral for Securities Loaned^(d) (0.4%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(e)		325,444	$	325,444
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $325,444)				325,444
TOTAL INVESTMENT SECURITIES (Cost $30,340,377)—83.0%				70,193,849
Net other assets (liabilities)—17.0%				14,334,102
NET ASSETS—100.0%			$	84,527,951

* Non-income producing security.

^(a)  All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $321,145.

^(b)  A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $10,148,000.

^(c)  The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

^(d)  Securities were purchased with cash collateral held from securities on loan at December 31, 2022.

^(e)  Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.

^ADR  American Depositary Receipt

^NYS  New York Shares

Futures Contracts Purchased

	Number of Contracts	Expiration Date	Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
E-Mini Nasdaq-100 Futures Contracts	58	3/20/23	$	12,785,810	$	(619,729	)

See accompanying notes to financial statements.

334 :: ProFund VP UltraNasdaq-100 :: Financial Statements

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Invesco QQQ Trust, Series 1 ETF	Goldman Sachs International	1/27/23		4.73	%	$	19,636,741	$	203,031
Nasdaq-100 Index	Goldman Sachs International	1/27/23		4.93	%		37,485,088		379,214
						$	57,121,829	$	582,245
Invesco QQQ Trust, Series 1 ETF	UBS AG	1/27/23		4.73	%	$	12,429,639	$	82,194
Nasdaq-100 Index	UBS AG	1/27/23		5.13	%		32,124,605		333,423
						$	44,554,244	$	415,617
						$	101,676,073	$	997,862

⁽¹⁾  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾  Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP UltraNasdaq-100 invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Automobiles	$	1,664,838		2.0	%
Beverages		1,787,822		2.2	%
Biotechnology		2,698,618		3.3	%
Commercial Services & Supplies		380,329		0.4	%
Communications Equipment		993,199		1.2	%
Electric Utilities		803,486		1.0	%
Energy Equipment & Services		150,130		0.2	%
Entertainment		1,257,834		1.5	%
Food & Staples Retailing		1,188,471		1.4	%
Food Products		715,193		0.8	%
Health Care Equipment & Supplies		952,764		1.1	%
Hotels, Restaurants & Leisure		1,382,804		1.6	%
Industrial Conglomerates		730,763		0.8	%
Interactive Media & Services		5,585,933		6.6	%
Internet & Direct Marketing Retail		4,013,069		4.7	%
IT Services		1,601,381		1.9	%
Life Sciences Tools & Services		161,760		0.2	%
Machinery		174,583		0.2	%
Media		1,149,055		1.4	%
Multiline Retail		158,837		0.2	%
Oil, Gas & Consumable Fuels		122,145		0.1	%
Pharmaceuticals		210,383		0.2	%
Professional Services		299,837		0.4	%
Road & Rail		489,757		0.6	%
Semiconductors & Semiconductor Equipment		8,271,017		9.8	%
Software		10,161,096		11.9	%
Specialty Retail		470,997		0.6	%
Technology Hardware, Storage & Peripherals		6,501,827		7.7	%
Textiles, Apparel & Luxury Goods		198,956		0.2	%
Trading Companies & Distributors		137,701		0.2	%
Wireless Telecommunication Services		883,820		1.0	%
Other**		29,229,546		34.6	%
Total	$	84,527,951		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraNasdaq-100 :: 335

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	30,340,377
Securities, at value(a)		55,623,849
Repurchase agreements, at value		14,570,000
Total Investment Securities, at value		70,193,849
Cash		301,793
Segregated cash balances for futures contracts with brokers		1,008,040
Segregated cash balances for swap agreements with custodian		903
Dividends and interest receivable		29,708
Unrealized appreciation on swap agreements		997,862
Receivable for capital shares issued		12,625,145
Prepaid expenses		391
TOTAL ASSETS		85,157,691
LIABILITIES:
Payable for collateral for securities loaned		325,444
Payable for capital shares redeemed		25,438
Variation margin on futures contracts		12,180
Advisory fees payable		42,520
Management services fees payable		5,669
Administration fees payable		7,886
Administrative services fees payable		42,252
Distribution fees payable		44,140
Transfer agency fees payable		13,628
Fund accounting fees payable		4,482
Compliance services fees payable		667
Other accrued expenses		105,434
TOTAL LIABILITIES		629,740
NET ASSETS	$	84,527,951
NET ASSETS CONSIST OF:
Capital	$	133,485,246
Total distributable earnings (loss)		(48,957,295	)
NET ASSETS	$	84,527,951
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		5,885,132
Net Asset Value (offering and redemption price per share)	$	14.36

^(a) Includes securities on loan valued at: $ 321,145

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	788,248
Interest		457,666
Foreign tax withholding		(991	)
Net income from securities lending		13,818
TOTAL INVESTMENT INCOME		1,258,741
EXPENSES:
Advisory fees		950,471
Management services fees		126,729
Administration fees		121,410
Transfer agency fees		101,712
Administrative services fees		322,311
Distribution fees		316,824
Custody fees		47,734
Fund accounting fees		66,107
Trustee fees		2,136
Compliance services fees		667
Other fees		185,405
Total Gross Expenses before reductions		2,241,506
Expenses reduced and reimbursed by the Advisor		(112,448	)
TOTAL NET EXPENSES		2,129,058
NET INVESTMENT INCOME (LOSS)		(870,317	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		13,645,497
Net realized gains (losses) on futures contracts		(5,545,055	)
Net realized gains (losses) on swap agreements		(95,701,890	)
Change in net unrealized appreciation/depreciation on investment securities		(61,271,131	)
Change in net unrealized appreciation/depreciation on futures contracts		(619,523	)
Change in net unrealized appreciation/depreciation on swap agreements		6,543,093
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(142,949,009	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(143,819,326	)

See accompanying notes to financial statements.

336 :: ProFund VP UltraNasdaq-100 :: Financial Statements

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(870,317	)	$	(2,794,460	)
Net realized gains (losses) on investments		(87,601,448	)		76,851,646
Change in net unrealized appreciation/depreciation on investments		(55,347,561	)		27,817,509
Change in net assets resulting from operations		(143,819,326	)		101,874,695
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(73,707,166	)		(55,696,682	)
Change in net assets resulting from distributions		(73,707,166	)		(55,696,682	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		783,033,939			801,378,690
Distributions reinvested		73,707,166			55,664,279
Value of shares redeemed		(822,920,752	)		(841,566,970	)
Change in net assets resulting from capital transactions		33,820,353			15,475,999
Change in net assets		(183,706,139	)		61,654,012
NET ASSETS:
Beginning of period		268,234,090			206,580,078
End of period	$	84,527,951		$	268,234,090
SHARE TRANSACTIONS:
Issued		27,310,466			8,971,821
Reinvested		3,774,048			861,676
Redeemed		(27,899,976	)		(9,357,371	)
Change in shares		3,184,538			476,126

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP UltraNasdaq-100 :: 337

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020(a)			Year Ended Dec. 31, 2019(a)			Year Ended Dec. 31, 2018(a)
Net Asset Value, Beginning of Period	$	99.32		$	92.87		$	61.10		$	34.00		$	56.77
Investment Activities:
Net investment income (loss)(b)		(0.21	)		(1.08	)		(0.76	)		(0.12	)		(0.21	)
Net realized and unrealized gains (losses) on investments		(51.50	)		35.05			52.59			27.22			1.11
Total income (loss) from investment activities		(51.71	)		33.97			51.83			27.10			0.90
Distributions to Shareholders From:
Net realized gains on investments		(33.25	)		(27.52	)		(20.06	)		—			(23.67	)
Net Asset Value, End of Period	$	14.36		$	99.32		$	92.87		$	61.10		$	34.00
Total Return(c)		(60.93	)%		52.51	%		86.30	%		79.66	%		(9.63	)%
Ratios to Average Net Assets:
Gross expenses(c)		1.77	%		1.69	%		1.74	%		1.76	%		1.74	%
Net expenses(c)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(c)		(0.69	)%		(1.20	)%		(1.05	)%		(0.25	)%		(0.40	)%
Supplemental Data:
Net assets, end of period (000's)	$	84,528		$	268,234		$	206,580		$	119,521		$	82,454
Portfolio turnover rate(d)		25	%		20	%		55	%		44	%		29	%

^(a)  As described in Note 8, share amounts have been adjusted for 2:1 share split that occurred on December 14, 2020.

^(b)  Per share net investment income (loss) has been calculated using the average daily shares method.

^(c)  Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.

^(d)  Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

338 :: ProFund VP UltraShort Dow 30 :: Management Discussion of Fund Performance

ProFund VP UltraShort Dow 30 (the "Fund") seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the return of the Dow Jones Industrial Average^® (the "Index") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund's stated multiple (-2x) times the return of the Fund's Index for the same period. For periods longer than a single day, the Fund will lose money if the Index's performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2022, the Fund had a total return of 6.72%. For the same period, the Index had a total return of -6.86%¹ and a volatility of 19.82%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to twice the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as twice the inverse of the daily return of the Index. The Index is a price-weighted index. The Index includes 30 large-cap, "blue-chip" U.S. stocks, excluding utility and transportation companies. Components are selected through a discretionary process with no pre-determined criteria except that components should be established U.S. companies that are leaders in their industries, have an excellent reputation, demonstrate sustained growth, are of interest to a large number of investors, and accurately represents the sectors covered by the average. The Index is not limited to traditionally defined industrial stocks. Instead, the Index serves as a measure of the entire U.S. market, covering such diverse industries as financial services, technology, retail, entertainment, and consumer goods. Composition changes are rare, and generally occur only after corporate acquisitions or other dramatic shifts in a component's core business. When such an event necessitates that one component be replaced, the entire Index is reviewed.

During the year ended December 31, 2022, the Fund invested in swap agreements as a substitute for shorting stocks in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and benefited from financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP UltraShort Dow 30 from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP UltraShort Dow 30		6.72	%		-24.80	%		-27.97	%
Dow Jones Industrial Average®		-6.86	%		8.38	%		12.30	%

Expense Ratios**

Fund	Gross			Net
ProFund VP UltraShort Dow 30		1.41	%		1.41	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(200	)%
Total Exposure		(200	)%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP UltraShort Dow 30 primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Dow Jones Industrial Average^® – Composition

	% of Index
Health Care		21	%
Information Technology		18	%
Financials		16	%
Industrials		15	%
Consumer Discretionary		14	%
Consumer Staples		8	%
Energy		4	%
Communication Services		3	%
Materials		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

¹  The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

²  1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP UltraShort Dow 30 :: 339

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a) (95.8%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rate 4.20%, dated 12/30/22, due 1/3/23, total to be received $4,002	$	4,000	$	4,000
TOTAL REPURCHASE AGREEMENTS (Cost $4,000)				4,000
TOTAL INVESTMENT SECURITIES (Cost $4,000)—95.8%				4,000
Net other assets (liabilities)—4.2%				176
NET ASSETS—100.0%			$	4,176

^(a)  The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
Dow Jones Industrial Average	Goldman Sachs International	1/27/23		(4.68	)%	$	(5,888	)	$	16
Dow Jones Industrial Average	UBS AG	1/27/23		(4.53	)%		(2,463	)		8
						$	(8,351	)	$	24

⁽¹⁾  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾  Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

340 :: ProFund VP UltraShort Dow 30 :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022  

ASSETS:
Total Investment Securities, at cost	$	4,000
Repurchase agreements, at value		4,000
Total Investment Securities, at value		4,000
Cash		160
Interest receivable		1
Unrealized appreciation on swap agreements		24
Prepaid expenses		—	(a)
TOTAL ASSETS		4,185
LIABILITIES:
Advisory fees payable		3
Management services fees payable		—	(a)
Administration fees payable		—	(a)
Administrative services fees payable		—	(a)
Distribution fees payable		1
Transfer agency fees payable		1
Fund accounting fees payable		—	(a)
Compliance services fees payable		—	(a)
Other accrued expenses		4
TOTAL LIABILITIES		9
NET ASSETS	$	4,176
NET ASSETS CONSIST OF:
Capital	$	972,801
Total distributable earnings (loss)		(968,625	)
NET ASSETS	$	4,176
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		1,051
Net Asset Value (offering and redemption price per share)	$	3.97

^(a)  Amount is less than $0.50.

Statement of Operations
For the Year Ended December 31, 2022  

INVESTMENT INCOME:
Interest	$	68
EXPENSES:
Advisory fees		34
Management services fees		4
Administration fees		4
Transfer agency fees		4
Administrative services fees		1
Distribution fees		11
Custody fees		1
Fund accounting fees		3
Trustee fees		—	(a)
Compliance services fees		—	(a)
Other fees		1
Total Gross Expenses before reductions		63
Fees paid indirectly		(1	)
TOTAL NET EXPENSES		62
NET INVESTMENT INCOME (LOSS)		6
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on swap agreements		252
Change in net unrealized appreciation/depreciation on swap agreements		32
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		284
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	290

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraShort Dow 30 :: 341

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	6		$	(203	)
Net realized gains (losses) on investments		252			(13,980	)
Change in net unrealized appreciation/depreciation on investments		32			80
Change in net assets resulting from operations		290			(14,103	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		—			(109,160	)
Change in net assets resulting from distributions		—			(109,160	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		—			2,010,525
Distributions reinvested		—			4,415
Value of shares redeemed		(218	)		(1,894,037	)
Change in net assets resulting from capital transactions		(218	)		120,903
Change in net assets		72			(2,360	)
NET ASSETS:
Beginning of period		4,104			6,464
End of period	$	4,176		$	4,104
SHARE TRANSACTIONS:
Issued		—			246,164
Reinvested		—			1,027
Redeemed		(52	)		(246,176	)
Change in shares		(52	)		1,015

See accompanying notes to financial statements.

342 :: ProFund VP UltraShort Dow 30 :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020(a)			Year Ended Dec. 31, 2019(a)(b)			Year Ended Dec. 31, 2018(a)(b)
Net Asset Value, Beginning of Period	$	3.72		$	73.45		$	147.61		$	256.37		$	250.06
Investment Activities:
Net investment income (loss)(c)		0.01			(0.09	)		(1.40	)		1.60			1.34
Net realized and unrealized gains (losses) on investments		0.24			(19.00	)		(64.52	)		(95.56	)		4.97
Total income (loss) from investment activities		0.25			(19.09	)		(65.92	)		(93.96	)		6.31
Distributions to Shareholders From:
Net investment income		—			—			(8.24	)		(6.30	)		—
Net realized gains on investments		—			(50.64	)		—			(8.50	)		—
Total distributions		—			(50.64	)		(8.24	)		(14.80	)		—
Net Asset Value, End of Period	$	3.97		$	3.72		$	73.45		$	147.61		$	256.37
Total Return(d)		6.72	%		(35.11	)%(e)		(45.44	)%		(37.95	)%		2.56	%
Ratios to Average Net Assets:
Gross expenses(d)		1.37	%		1.41	%		1.46	%		1.48	%		1.61	%
Net expenses(d)		1.35	%		1.41	%		1.46	%		1.45	%		1.26	%
Net investment income (loss)(d)		0.13	%		(1.41	)%		(1.28	)%		0.83	%		0.59	%
Supplemental Data:
Net assets, end of period (000's)	$	4		$	4		$	6		$	3		$	6
Portfolio turnover rate(f)		—			—			—			—			—

^(a)  As described in Note 8, share amounts have been adjusted for 1:5 reverse share split that occurred on December 14, 2020.

^(b)  As described in Note 8, share amounts have been adjusted for 1:8 reverse share split that occurred on November 18, 2019.

^(c)  Per share net investment income (loss) has been calculated using the average daily shares method.

^(d)  Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.

^(e)  During the year ended December 31, 2021, the Fund received monies related to certain nonrecurring litigation settlements. The corresponding impact to the total return was an increase of 0.40%.

^(f)  Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP UltraShort Nasdaq-100 :: 343

ProFund VP UltraShort Nasdaq-100 (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to two times the inverse (-2x) of the return of the Nasdaq-100^® Index (the “Index”) for a single day, not for any other period. A “single day” is measured from the time the Fund calculates its net asset value (“NAV”) to the time of the Fund’s next NAV calculation. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund’s returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund’s stated multiple (-2x) times the return of the Fund’s Index for the same period. For periods longer than a single day, the Fund will lose money if the Index’s performance is flat, and it is possible that the Fund will lose money even if the level of the index falls. For the year ended December 31, 2022, the Fund had a total return of 56.04%. For the same period, the Index had a total return of -32.38%¹ and a volatility of 32.52%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to twice the inverse of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as twice the inverse of the daily return of the Index. The Index, a modified market capitalization-weighted index, includes 100 of the largest non-financial domestic and international issues listed on Nasdaq.

During the year ended December 31, 2022, the Fund invested in swap agreements and futures contracts as a substitute for shorting stocks in order to gain inverse leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and benefited from financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP UltraShort Nasdaq-100 from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP UltraShort Nasdaq-100		56.04	%		-35.50	%		-35.78	%
Nasdaq-100® Index		-32.38	%		12.36	%		16.45	%

Expense Ratios**

Fund	Gross			Net
ProFund VP UltraShort Nasdaq-100		1.74	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Swap Agreements		(201	)%
Total Exposure		(201	)%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Holdings

The ProFund VP UltraShort Nasdaq-100 primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Nasdaq-100^® Index – Composition

	% of Index
Information Technology		51	%
Communication Services		16	%
Consumer Discretionary		14	%
Health Care		7	%
Consumer Staples		7	%
Industrials		4	%
Utilities		1	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

344 :: ProFund VP UltraShort Nasdaq-100 :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

Repurchase Agreements^(a)(b) (327.3%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $15,272,059	$	15,265,000	$	15,265,000
TOTAL REPURCHASE AGREEMENTS (Cost $15,265,000)				15,265,000
TOTAL INVESTMENT SECURITIES (Cost $15,265,000)—327.3%				15,265,000
Net other assets (liabilities)—(227.3)%(c)				(10,600,856	)
NET ASSETS—100.0%			$	4,664,144

(a)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $3,558,000.
(b)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See “Repurchase Agreements” under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(c)	Amount includes $10,749,782 of net capital share redemptions.

Total Return Swap Agreements—Short

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
Nasdaq-100 Index	Goldman Sachs International	1/27/23		(4.68	)%	$	(4,887,571	)	$	(59,198	)
Nasdaq-100 Index	UBS AG	1/27/23		(4.48	)%		(4,498,942	)		(49,947	)
						$	(9,386,513	)	$	(109,145	)

(1)	Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.
(2)	Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraShort Nasdaq-100 :: 345

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	15,265,000
Repurchase agreements, at value		15,265,000
Total Investment Securities, at value		15,265,000
Cash		164
Interest receivable		3,530
Receivable from counterparties to swap agreements		269,455
Prepaid expenses		13
TOTAL ASSETS		15,538,162
LIABILITIES:
Payable for capital shares redeemed		10,749,782
Unrealized depreciation on swap agreements		109,145
Advisory fees payable		3,377
Management services fees payable		450
Administration fees payable		441
Administrative services fees payable		2,454
Distribution fees payable		3,068
Transfer agency fees payable		653
Fund accounting fees payable		249
Compliance services fees payable		37
Other accrued expenses		4,362
TOTAL LIABILITIES		10,874,018
NET ASSETS	$	4,664,144
NET ASSETS CONSIST OF:
Capital	$	10,185,318
Total distributable earnings (loss)		(5,521,174	)
NET ASSETS	$	4,664,144
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		279,875
Net Asset Value (offering and redemption price per share)	$	16.67

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	84,055
EXPENSES:
Advisory fees		39,993
Management services fees		5,332
Administration fees		4,968
Transfer agency fees		4,522
Administrative services fees		10,665
Distribution fees		13,331
Custody fees		3,385
Fund accounting fees		2,918
Trustee fees		97
Compliance services fees		46
Other fees		7,812
Recoupment of prior expenses reduced by the Advisor		375
Total Gross Expenses before reductions		93,444
Expenses reduced and reimbursed by the Advisor		(3,860	)
TOTAL NET EXPENSES		89,584
NET INVESTMENT INCOME (LOSS)		(5,529	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on futures contracts		(22,606	)
Net realized gains (losses) on swap agreements		(10,443	)
Change in net unrealized appreciation/depreciation on swap agreements		(120,025	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(153,074	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(158,603	)

See accompanying notes to financial statements.

346 :: ProFund VP UltraShort Nasdaq-100 :: Financial Statements

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(5,529	)	$	(25,883	)
Net realized gains (losses) on investments		(33,049	)		(339,086	)
Change in net unrealized appreciation/depreciation on investments		(120,025	)		12,461
Change in net assets resulting from operations		(158,603	)		(352,508	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		—			(2,439,139	)
Change in net assets resulting from distributions		—			(2,439,139	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		525,224,249			242,521,359
Distributions reinvested		—			2,439,139
Value of shares redeemed		(520,850,076	)		(241,957,148	)
Change in net assets resulting from capital transactions		4,374,173			3,003,350
Change in net assets		4,215,570			211,703
NET ASSETS:
Beginning of period		448,574			236,871
End of period	$	4,664,144		$	448,574
SHARE TRANSACTIONS:
Issued		36,104,154			15,773,081
Reinvested		—			134,218
Redeemed		(35,866,332	)		(15,876,300	)
Change in shares		237,822			30,999

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP UltraShort Nasdaq-100 :: 347

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020(a)			Year Ended Dec. 31, 2019(a)			Year Ended Dec. 31, 2018(a)
Net Asset Value, Beginning of Period	$	10.67		$	21.43		$	76.07		$	155.01		$	175.32
Investment Activities:
Net investment income (loss)(b)		(0.02	)		(0.25	)		(0.59	)		0.52			0.52
Net realized and unrealized gains (losses) on investments		6.02	(c)		(7.77	)		(53.72	)		(78.58	)		(20.83	)
Total income (loss) from investment activities		6.00			(8.02	)		(54.31	)		(78.06	)		(20.31	)
Distributions to Shareholders From:
Net investment income		—			—			(0.33	)		(0.88	)		—
Net realized gains on investments		—			(2.74	)		—			—			—
Total distributions		—			(2.74	)		(0.33	)		(0.88	)		—
Net Asset Value, End of Period	$	16.67		$	10.67		$	21.43		$	76.07		$	155.01
Total Return(d)		56.04	%		(42.71	)%		(71.46	)%		(50.50	)%		(11.59	)%
Ratios to Average Net Assets:
Gross expenses(d)		1.75	%		1.74	%		1.78	%		1.68	%		1.66	%
Net expenses(d)		1.68	%		1.68	%		1.68	%		1.67	%		1.66	%
Net investment income (loss)(d)		(0.10	)%		(1.68	)%		(1.49	)%		0.50	%		0.40	%
Supplemental Data:
Net assets, end of period (000’s)	$	4,664		$	449		$	237		$	1,026		$	666
Portfolio turnover rate(e)		—			—			—			—			—

(a)	As described in Note 8, share amounts have been adjusted for 1:4 reverse share split that occurred on December 14, 2020.
(b)	Per share net investment income (loss) has been calculated using the average daily shares method.
(c)	The amount shown for a share outstanding throughout the period does not accord with the change in aggregate gains and losses in the portfolio of securities during the period because of the timing of sales and purchases of fund shares in relation to fluctuating market values during the period.
(d)	Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.
(e)	Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts).

See accompanying notes to financial statements.

348 :: ProFund VP UltraSmall-Cap :: Management Discussion of Fund Performance

ProFund VP UltraSmall-Cap (the “Fund”) seeks daily investment results, before fees and expenses, that correspond to two times (2x) the return of the Russell 2000^® Index (the “Index”) for a single day, not for any other period. A “single day” is measured from the time the Fund calculates its net asset value (“NAV”) to the time of the Fund’s next NAV calculation. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund’s returns for periods longer than a single day will very likely differ in amount, and possibly even direction from the Fund’s stated multiple (2x) times the return of the Fund’s Index for the same period. For periods longer than a single day, the Fund will lose money if the Index’s performance is flat, and it is possible that the Fund will lose money even if the level of the index rises. For the year ended December 31, 2022, the Fund had a total return of -43.68%. For the same period, the Index had a total return of -20.44%¹ and a volatility of 28.15%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to twice that of the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as twice the daily return of the Index. The Index is a measure of small-cap U.S. stock market performance. It is a float-adjusted, market capitalization-weighted index containing approximately 2,000 of the smallest companies in the Russell 3000^® Index or approximately 8% of the total market capitalization of the Russell 3000^® Index, which in turn represents approximately 98% of the investable U.S. equity market.

During the year ended December 31, 2022, the Fund invested in swap agreements and futures contracts in addition to investing directly in stocks in order to gain leveraged exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund’s advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP UltraSmall-Cap from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP UltraSmall-Cap		-43.68	%		-2.75	%		10.04	%
Russell 2000® Index		-20.44	%		4.13	%		9.01	%

Expense Ratios**

Fund	Gross			Net
ProFund VP UltraSmall-Cap		1.72	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		78	%
Futures Contracts		11	%
Swap Agreements		110	%
Total Exposure		199	%

“Market Exposure” includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management or collateral for securities loaned.

Largest Equity Holdings

Company	% of Net Assets
Halozyme Therapeutics, Inc.		0.3	%
Shockwave Medical, Inc.		0.2	%
Inspire Medical Systems, Inc.		0.2	%
EMCOR Group, Inc.		0.2	%
Crocs, Inc.		0.2	%

Russell 2000^® Index – Composition

	% of Index
Financials		17	%
Health Care		16	%
Industrials		16	%
Information Technology		13	%
Consumer Discretionary		10	%
Energy		7	%
Real Estate		6	%
Materials		4	%
Consumer Staples		4	%
Utilities		4	%
Communication Services		3	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1

The graph and table reflect the theoretical reinvestment of dividends on securities in the Index. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in the index calculations. The Fund’s performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.

2

1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP UltraSmall-Cap :: 349

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (77.9%)

	Shares		Value
1-800-Flowers.com, Inc.*—Class A (Internet & Direct Marketing Retail)		115	$	1,099
1Life Healthcare, Inc.* (Health Care Providers & Services)		774		12,934
1st Source Corp. (Banks)		70		3,716
1stdibs.com, Inc.* (Internet & Direct Marketing Retail)		101		513
22nd Century Group, Inc.* (Tobacco)		695		640
23andMe Holding Co.*—Class A (Life Sciences Tools & Services)		1,109		2,395
2seventy bio, Inc.* (Biotechnology)		160		1,499
2U, Inc.* (Diversified Consumer Services)		325		2,038
3D Systems Corp.* (Technology Hardware, Storage & Peripherals)		544		4,026
4D Molecular Therapeutics, Inc.* (Biotechnology)		128		2,843
5E Advanced Materials, Inc.*(a) (Metals & Mining)		165		1,300
8x8, Inc.* (Software)		479		2,069
908 Devices, Inc.* (Electronic Equipment, Instruments & Components)		94		716
A10 Networks, Inc. (Software)		274		4,557
Aadi Bioscience, Inc.* (Pharmaceuticals)		62		795
AAON, Inc. (Building Products)		188		14,160
AAR Corp.* (Aerospace & Defense)		146		6,555
Aaron’s Co., Inc. (The) (Specialty Retail)		130		1,554
AbCellera Biologics, Inc.* (Life Sciences Tools & Services)		889		9,006
Abercrombie & Fitch Co.* (Specialty Retail)		210		4,811
ABM Industries, Inc. (Commercial Services & Supplies)		285		12,661
Absci Corp.* (Life Sciences Tools & Services)		226		475
Academy Sports & Outdoors, Inc. (Leisure Products)		333		17,495
ACADIA Pharmaceuticals, Inc.* (Biotechnology)		516		8,215
Acadia Realty Trust (Equity Real Estate Investment Trusts (REITs))		401		5,754
Accel Entertainment, Inc.* (Hotels, Restaurants & Leisure)		240		1,848
ACCO Brands Corp. (Commercial Services & Supplies)		395		2,208
Accolade, Inc.* (Health Care Technology)		282		2,197
ACI Worldwide, Inc.* (Software)		481		11,063
Aclaris Therapeutics, Inc.* (Pharmaceuticals)		278		4,379
ACM Research, Inc.*—Class A (Semiconductors & Semiconductor Equipment)		207		1,596
ACNB Corp. (Banks)		36		1,433
Acushnet Holdings Corp. (Leisure Products)		143		6,072
ACV Auctions, Inc.*—Class A (Commercial Services & Supplies)		507		4,162
AdaptHealth Corp.* (Health Care Providers & Services)		310		5,958
Adaptive Biotechnologies Corp.* (Life Sciences Tools & Services)		479		3,660
Addus HomeCare Corp.* (Health Care Providers & Services)		67		6,666
Adeia, Inc. (Software)		447		4,238
Adicet Bio, Inc.* (Pharmaceuticals)		130		1,162
Adient PLC* (Auto Components)		408		14,154
ADMA Biologics, Inc.* (Biotechnology)		798		3,096
Adtalem Global Education, Inc.* (Diversified Consumer Services)		192		6,816
AdTheorent Holding Co., Inc.* (Media)		158		262
ADTRAN Holdings, Inc. (Communications Equipment)		329		6,182
Advanced Energy Industries, Inc. (Electronic Equipment, Instruments & Components)		161		13,811
AdvanSix, Inc. (Chemicals)		114		4,334
Advantage Solutions, Inc.* (Media)		354		736
Aemetis, Inc.* (Oil, Gas & Consumable Fuels)		129		511
Aerojet Rocketdyne Holdings, Inc.* (Aerospace & Defense)		341		19,072
Aerovate Therapeutics, Inc.* (Biotechnology)		40		1,172
AeroVironment, Inc.* (Aerospace & Defense)		106		9,080
AerSale Corp.* (Aerospace & Defense)		89		1,444
Aeva Technologies, Inc.* (Electronic Equipment, Instruments & Components)		416		566
AEye, Inc.* (Electronic Equipment, Instruments & Components)		439		211
AFC Gamma, Inc. (Mortgage Real Estate Investment Trusts (REITs))		70		1,101
Affimed N.V.* (Biotechnology)		625		775
Agenus, Inc.* (Biotechnology)		1,308		3,139
Agiliti, Inc.* (Health Care Providers & Services)		120		1,957
Agilysys, Inc.* (Software)		85		6,727
Agios Pharmaceuticals, Inc.* (Biotechnology)		235		6,599
Agree Realty Corp. (Equity Real Estate Investment Trusts (REITs))		376		26,669
Air Transport Services Group, Inc.* (Air Freight & Logistics)		248		6,443
AirSculpt Technologies, Inc. (Health Care Providers & Services)		53		196
aka Brands Holding Corp.* (Internet & Direct Marketing Retail)		48		61
Akero Therapeutics, Inc.* (Biotechnology)		150		8,220
Akoustis Technologies, Inc.* (Electronic Equipment, Instruments & Components)		229		646
Akoya Biosciences, Inc.* (Life Sciences Tools & Services)		68		651
Alamo Group, Inc. (Machinery)		43		6,089
Alarm.com Holdings, Inc.* (Software)		207		10,242
Albany International Corp.—Class A (Machinery)		134		13,211
Albireo Pharma, Inc.* (Biotechnology)		78		1,686
Alector, Inc.* (Biotechnology)		267		2,464
Alerus Financial Corp. (Diversified Financial Services)		65		1,518
Alexander & Baldwin, Inc. (Equity Real Estate Investment Trusts (REITs))		312		5,844
Alexander’s, Inc. (Equity Real Estate Investment Trusts (REITs))		10		2,201
Alico, Inc. (Food Products)		27		644
Alight, Inc.*—Class A (Professional Services)		1,458		12,189
Alignment Healthcare, Inc.* (Health Care Providers & Services)		422		4,963
Alkami Technology, Inc.* (Software)		155		2,261
Alkermes PLC* (Biotechnology)		701		18,317

See accompanying notes to financial statements.

350  :: ProFund VP UltraSmall-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Allbirds, Inc.*—Class A (Textiles, Apparel & Luxury Goods)		414	$	1,002
Allegiant Travel Co.* (Airlines)		68		4,623
ALLETE, Inc. (Electric Utilities)		246		15,869
Allied Motion Technologies, Inc. (Electrical Equipment)		57		1,984
Allogene Therapeutics, Inc.* (Biotechnology)		343		2,157
Allovir, Inc.* (Biotechnology)		133		682
Alpha & Omega Semiconductor, Ltd.* (Semiconductors & Semiconductor Equipment)		95		2,714
Alpha Metallurgical Resources, Inc. (Metals & Mining)		66		9,662
Alpha Teknova, Inc.* (Biotechnology)		27		152
Alphatec Holdings, Inc.* (Health Care Equipment & Supplies)		311		3,841
Alpine Immune Sciences, Inc.* (Biotechnology)		97		713
Alta Equipment Group, Inc. (Trading Companies & Distributors)		89		1,174
Altair Engineering, Inc.*—Class A (Software)		223		10,140
Alto Ingredients, Inc.* (Oil, Gas & Consumable Fuels)		310		893
Altra Industrial Motion Corp. (Machinery)		279		16,670
Altus Power, Inc.* (Independent Power and Renewable Electricity Producers)		185		1,206
ALX Oncology Holdings, Inc.* (Biotechnology)		92		1,037
Amalgamated Financial Corp. (Banks)		76		1,751
A-Mark Precious Metals, Inc. (Diversified Financial Services)		79		2,744
Ambac Financial Group, Inc.* (Insurance)		190		3,314
Ambarella, Inc.* (Semiconductors & Semiconductor Equipment)		156		12,828
AMC Networks, Inc.*—Class A (Media)		130		2,037
Amerant Bancorp, Inc. (Banks)		119		3,194
Ameresco, Inc.*—Class A (Construction & Engineering)		137		7,828
American Assets Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		212		5,618
American Axle & Manufacturing Holdings, Inc.* (Auto Components)		486		3,801
American Eagle Outfitters, Inc. (Specialty Retail)		662		9,242
American Equity Investment Life Holding Co. (Insurance)		314		14,325
American National Bankshares, Inc. (Banks)		45		1,662
American Public Education, Inc.* (Diversified Consumer Services)		81		995
American Realty Investors, Inc.* (Real Estate Management & Development)		7		180
American Software, Inc.—Class A (Software)		135		1,982
American States Water Co. (Water Utilities)		158		14,623
American Vanguard Corp. (Chemicals)		120		2,605
American Well Corp.*—Class A (Health Care Technology)		985		2,788
American Woodmark Corp.* (Building Products)		71		3,469
America’s Car-Mart, Inc.* (Specialty Retail)		25		1,807
Ameris Bancorp (Banks)		284		13,388
AMERISAFE, Inc. (Insurance)		82		4,262
Amicus Therapeutics, Inc.* (Biotechnology)		1,185		14,469
Amkor Technology, Inc. (Semiconductors & Semiconductor Equipment)		436		10,455
AMMO, Inc.* (Leisure Products)		379		656
AMN Healthcare Services, Inc.* (Health Care Providers & Services)		185		19,022
Amneal Pharmaceuticals, Inc.* (Pharmaceuticals)		442		880
Amphastar Pharmaceuticals, Inc.* (Pharmaceuticals)		164		4,595
Amplify Energy Corp.* (Oil, Gas & Consumable Fuels)		153		1,345
Amplitude, Inc.*—Class A (Software)		240		2,899
Amylyx Pharmaceuticals, Inc.* (Pharmaceuticals)		216		7,981
Amyris, Inc.*(a) (Oil, Gas & Consumable Fuels)		860		1,316
AN2 Therapeutics, Inc.* (Pharmaceuticals)		48		457
AnaptysBio, Inc.* (Biotechnology)		87		2,696
Anavex Life Sciences Corp.*(a) (Biotechnology)		297		2,750
Angel Oak Mortgage, Inc. (Mortgage Real Estate Investment Trusts (REITs))		52		246
AngioDynamics, Inc.* (Health Care Equipment & Supplies)		159		2,189
ANI Pharmaceuticals, Inc.* (Pharmaceuticals)		54		2,172
Anika Therapeutics, Inc.* (Health Care Equipment & Supplies)		63		1,865
Anterix, Inc.* (Diversified Telecommunication Services)		79		2,541
Apartment Investment and Management Co. (Equity Real Estate Investment Trusts (REITs))		643		4,578
Apellis Pharmaceuticals, Inc.* (Biotechnology)		403		20,839
API Group Corp.* (Construction & Engineering)		889		16,722
Apogee Enterprises, Inc. (Building Products)		96		4,268
Apollo Commercial Real Estate Finance, Inc. (Mortgage Real Estate Investment Trusts (REITs))		604		6,499
Apollo Medical Holdings, Inc.* (Health Care Providers & Services)		167		4,942
Appfolio, Inc.* (Software)		83		8,747
AppHarvest, Inc.* (Food Products)		325		184
Appian Corp.* (Software)		172		5,600
Apple Hospitality REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		924		14,581
Applied Digital Corp.* (Software)		290		534
Applied Industrial Technologies, Inc. (Trading Companies & Distributors)		164		20,668
Arbor Realty Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		709		9,352
Arbutus Biopharma Corp.* (Biotechnology)		488		1,137
ArcBest Corp. (Road & Rail)		105		7,354
Arcellx, Inc.* (Biotechnology)		126		3,903
Arch Resources, Inc. (Oil, Gas & Consumable Fuels)		64		9,139
Archer Aviation, Inc.*—Class A (Aerospace & Defense)		623		1,165
Archrock, Inc. (Energy Equipment & Services)		581		5,217
Arconic Corp.* (Metals & Mining)		436		9,226
Arcosa, Inc. (Construction & Engineering)		209		11,357
Arcturus Therapeutics Holdings, Inc.* (Biotechnology)		99		1,679
Arcus Biosciences, Inc.* (Biotechnology)		220		4,550
Arcutis Biotherapeutics, Inc.* (Biotechnology)		179		2,649
Ardmore Shipping Corp.* (Oil, Gas & Consumable Fuels)		176		2,536

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraSmall-Cap :: 351

Common Stocks, continued

	Shares		Value
Ares Commercial Real Estate Corp. (Mortgage Real Estate Investment Trusts (REITs))		220	$	2,264
Argan, Inc. (Construction & Engineering)		56		2,065
Argo Group International Holdings, Ltd. (Insurance)		136		3,516
Aris Water Solution, Inc.—Class A (Commercial Services & Supplies)		95		1,369
Arko Corp. (Specialty Retail)		358		3,100
Arlo Technologies, Inc.* (Electronic Equipment, Instruments & Components)		373		1,309
Armada Hoffler Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		288		3,312
ARMOUR Residential REIT, Inc.(a) (Mortgage Real Estate Investment Trusts (REITs))		565		3,181
Array Technologies, Inc.* (Electrical Equipment)		647		12,507
Arrow Financial Corp. (Banks)		61		2,068
Arrowhead Pharmaceuticals, Inc.* (Biotechnology)		441		17,887
Arteris, Inc.* (Software)		76		327
Artesian Resources Corp.—Class A (Water Utilities)		36		2,109
Artisan Partners Asset Management, Inc. (Capital Markets)		258		7,663
Artivion, Inc.* (Health Care Equipment & Supplies)		167		2,024
Arvinas, Inc.* (Pharmaceuticals)		210		7,184
Asana, Inc.*—Class A (Software)		316		4,351
Asbury Automotive Group, Inc.* (Specialty Retail)		95		17,029
ASGN, Inc.* (Professional Services)		211		17,192
Ashford Hospitality Trust, Inc.* (Equity Real Estate Investment Trusts (REITs))		148		662
Aspen Aerogels, Inc.* (Chemicals)		133		1,568
Assetmark Financial Holdings, Inc.* (Capital Markets)		93		2,139
Associated Banc-Corp. (Banks)		640		14,778
Associated Capital Group, Inc.—Class A (Capital Markets)		8		336
Astec Industries, Inc. (Machinery)		98		3,985
Astra Space, Inc.* (Aerospace & Defense)		664		288
Astronics Corp.* (Aerospace & Defense)		109		1,123
Atara Biotherapeutics, Inc.* (Biotechnology)		399		1,309
Atea Pharmaceuticals, Inc.* (Biotechnology)		327		1,573
Aterian, Inc.* (Household Durables)		283		218
Athira Pharma, Inc.* (Pharmaceuticals)		146		463
ATI Physical Therapy, Inc.* (Health Care Providers & Services)		321		98
ATI, Inc.* (Metals & Mining)		533		15,914
Atkore, Inc.* (Electrical Equipment)		178		20,190
Atlantic Union Bankshares (Banks)		321		11,280
Atlanticus Holdings Corp.* (Consumer Finance)		17		445
Atlas Air Worldwide Holdings, Inc.* (Air Freight & Logistics)		120		12,097
Atlas Technical Consultants, Inc.* (Professional Services)		83		427
ATN International, Inc. (Diversified Telecommunication Services)		47		2,130
Atomera, Inc.* (Semiconductors & Semiconductor Equipment)		88		547
AtriCure, Inc.* (Health Care Equipment & Supplies)		196		8,698
Atrion Corp. (Health Care Equipment & Supplies)		6		3,357
Aura Biosciences, Inc.* (Biotechnology)		79		830
Aurinia Pharmaceuticals, Inc.* (Biotechnology)		576		2,488
Avanos Medical, Inc.* (Health Care Equipment & Supplies)		199		5,385
Avaya Holdings Corp.*—Class C (Software)		367		72
Aveanna Healthcare Holdings, Inc.* (Health Care Providers & Services)		191		149
AvePoint, Inc.* (Software)		562		2,310
Aviat Networks, Inc.* (Communications Equipment)		48		1,497
Avid Bioservices, Inc.* (Biotechnology)		263		3,622
Avid Technology, Inc.* (Technology Hardware, Storage & Peripherals)		149		3,962
Avidity Biosciences, Inc.* (Biotechnology)		230		5,104
AvidXchange Holdings, Inc.* (Software)		629		6,252
Avient Corp. (Chemicals)		391		13,200
Avista Corp. (Multi-Utilities)		317		14,056
Axcelis Technologies, Inc.* (Semiconductors & Semiconductor Equipment)		141		11,190
AxoGen, Inc.* (Health Care Equipment & Supplies)		175		1,747
Axonics, Inc.* (Health Care Equipment & Supplies)		210		13,131
Axos Financial, Inc.* (Thrifts & Mortgage Finance)		245		9,364
Axsome Therapeutics, Inc.* (Pharmaceuticals)		138		10,644
AXT, Inc.* (Semiconductors & Semiconductor Equipment)		176		771
AZZ, Inc. (Electrical Equipment)		105		4,221
B Riley Financial, Inc. (Capital Markets)		89		3,044
B&G Foods, Inc.(a) (Food Products)		304		3,390
Babcock & Wilcox Enterprises, Inc.* (Electrical Equipment)		260		1,500
Babylon Holdings, Ltd.*—Class A (Health Care Technology)		19		129
Badger Meter, Inc. (Electronic Equipment, Instruments & Components)		125		13,629
Bakkt Holdings, Inc.* (Capital Markets)		251		299
Balchem Corp. (Chemicals)		137		16,728
Bally’s Corp.* (Hotels, Restaurants & Leisure)		153		2,965
Banc of California, Inc. (Banks)		226		3,600
BancFirst Corp. (Banks)		84		7,407
Banco Latinoamericano de Comercio Exterior S.A.—Class E (Diversified Financial Services)		118		1,912
Bandwidth, Inc.* (Diversified Telecommunication Services)		99		2,272
Bank First Corp. (Banks)		33		3,063
Bank of Marin Bancorp (Banks)		68		2,236
BankUnited, Inc. (Banks)		335		11,380
Bankwell Financial Group, Inc. (Banks)		24		706
Banner Corp. (Banks)		147		9,290
Bar Harbor Bankshares (Banks)		64		2,051
BARK, Inc.* (Internet & Direct Marketing Retail)		513		764
Barnes Group, Inc. (Machinery)		210		8,579
Barrett Business Services, Inc. (Professional Services)		29		2,705
Battalion Oil Corp.* (Oil, Gas & Consumable Fuels)		11		107
BayCom Corp. (Banks)		52		987

See accompanying notes to financial statements.

352  :: ProFund VP UltraSmall-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
BCB Bancorp, Inc. (Banks)		62	$	1,115
Beacon Roofing Supply, Inc.* (Trading Companies & Distributors)		220		11,614
Beam Therapeutics, Inc.* (Biotechnology)		273		10,677
Beazer Homes USA, Inc.* (Household Durables)		125		1,595
Bed Bath & Beyond, Inc.*(a) (Specialty Retail)		330		828
Belden, Inc. (Electronic Equipment, Instruments & Components)		182		13,086
BellRing Brands, Inc.* (Personal Products)		567		14,539
Benchmark Electronics, Inc. (Electronic Equipment, Instruments & Components)		150		4,004
Benefitfocus, Inc.* (Software)		113		1,182
Benson Hill, Inc.* (Software)		736		1,877
Berkeley Lights, Inc.* (Life Sciences Tools & Services)		242		649
Berkshire Grey, Inc.* (Machinery)		212		128
Berkshire Hills Bancorp, Inc. (Banks)		186		5,561
Berry Corp. (Oil, Gas & Consumable Fuels)		327		2,616
Beyond Meat, Inc.*(a) (Food Products)		264		3,250
BGC Partners, Inc.—Class A (Capital Markets)		1,354		5,105
Big 5 Sporting Goods Corp. (Specialty Retail)		92		812
Big Lots, Inc. (Multiline Retail)		122		1,793
BigCommerce Holdings, Inc.*—Class 1 (IT Services)		279		2,438
Biglari Holdings, Inc.*—Class B (Hotels, Restaurants & Leisure)		3		416
BioCryst Pharmaceuticals, Inc.* (Biotechnology)		796		9,138
Biohaven, Ltd.* (Biotechnology)		272		3,775
BioLife Solutions, Inc.* (Health Care Equipment & Supplies)		145		2,639
Bionano Genomics, Inc.* (Life Sciences Tools & Services)		1,285		1,876
Bioventus, Inc.*—Class A (Health Care Equipment & Supplies)		137		358
Bioxcel Therapeutics, Inc.* (Biotechnology)		82		1,761
Bird Global, Inc.*—Class A (Road & Rail)		755		136
BJ’s Restaurants, Inc.* (Hotels, Restaurants & Leisure)		98		2,585
Black Hills Corp. (Multi-Utilities)		279		19,624
Blackbaud, Inc.* (Software)		200		11,772
Blackline, Inc.* (Software)		237		15,943
Blackstone Mortgage Trust, Inc.—Class A (Mortgage Real Estate Investment Trusts (REITs))		732		15,495
Blade Air Mobility, Inc.* (Airlines)		244		874
Blend Labs, Inc.*—Class A (Software)		813		1,171
Blink Charging Co.*(a) (Electrical Equipment)		153		1,678
Bloom Energy Corp.* (Electrical Equipment)		772		14,762
Bloomin’ Brands, Inc. (Hotels, Restaurants & Leisure)		376		7,565
Blucora, Inc.* (Capital Markets)		205		5,234
Blue Bird Corp.* (Machinery)		75		803
Blue Foundry Bancorp* (Thrifts & Mortgage Finance)		110		1,414
Blue Ridge Bankshares, Inc. (Banks)		73		912
Bluebird Bio, Inc.* (Biotechnology)		356		2,464
Bluegreen Vacations Holding Corp. (Hotels, Restaurants & Leisure)		50		1,248
BlueLinx Holdings, Inc.* (Trading Companies & Distributors)		38		2,702
Blueprint Medicines Corp.* (Biotechnology)		257		11,259
Bluerock Homes Trust, Inc.* (Equity Real Estate Investment Trusts (REITs))		17		357
Boise Cascade Co. (Trading Companies & Distributors)		170		11,674
Boot Barn Holdings, Inc.* (Specialty Retail)		126		7,878
Borr Drilling, Ltd.* (Energy Equipment & Services)		866		4,304
Boston Omaha Corp.*—Class A (Media)		94		2,491
Bowlero Corp.* (Hotels, Restaurants & Leisure)		126		1,698
Box, Inc.*—Class A (Software)		600		18,677
Boxed, Inc.* (Internet & Direct Marketing Retail)		246		48
Brady Corp.—Class A (Commercial Services & Supplies)		196		9,232
Braemar Hotels & Resorts, Inc. (Equity Real Estate Investment Trusts (REITs))		294		1,208
Brandywine Realty Trust (Equity Real Estate Investment Trusts (REITs))		729		4,483
BRC, Inc.*—Class A (Food Products)		117		715
Bread Financial Holdings, Inc. (IT Services)		214		8,059
Bridgebio Pharma, Inc.* (Biotechnology)		455		3,467
Bridgewater Bancshares, Inc.* (Thrifts & Mortgage Finance)		87		1,543
Bright Health Group, Inc.* (Insurance)		829		539
Brightcove, Inc.* (IT Services)		179		936
Brightsphere Investment Group, Inc. (Capital Markets)		139		2,861
BrightSpire Capital, Inc. (Mortgage Real Estate Investment Trusts (REITs))		403		2,511
BrightView Holdings, Inc.* (Commercial Services & Supplies)		190		1,309
Brinker International, Inc.* (Hotels, Restaurants & Leisure)		186		5,935
Bristow Group, Inc.* (Energy Equipment & Services)		100		2,713
Broadmark Realty Capital, Inc. (Mortgage Real Estate Investment Trusts (REITs))		558		1,986
Broadstone Net Lease, Inc. (Equity Real Estate Investment Trusts (REITs))		743		12,044
Brookdale Senior Living, Inc.* (Health Care Providers & Services)		800		2,184
Brookfield Business Corp.—Class A (Industrial Conglomerates)		112		2,104
Brookfield Infrastructure Corp.—Class A (Gas Utilities)		421		16,377
Brookline Bancorp, Inc. (Banks)		322		4,556
BRP Group, Inc.*—Class A (Insurance)		261		6,562
BRT Apartments Corp. (Equity Real Estate Investment Trusts (REITs))		51		1,002
Build-A-Bear Workshop, Inc.* (Specialty Retail)		58		1,383
Bumble, Inc.*—Class A (Interactive Media & Services)		371		7,810
Business First Bancshares, Inc. (Banks)		101		2,236
Butterfly Network, Inc.* (Health Care Equipment & Supplies)		572		1,407
Byline Bancorp, Inc. (Banks)		106		2,435
C3.ai, Inc.*—Class A (Software)		251		2,809
C4 Therapeutics, Inc.* (Biotechnology)		181		1,068
Cabot Corp. (Chemicals)		239		15,975
Cactus, Inc.—Class A (Energy Equipment & Services)		253		12,716
Cadence Bank (Banks)		779		19,210

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraSmall-Cap :: 353

Common Stocks, continued

	Shares		Value
Cadre Holdings, Inc. (Aerospace & Defense)		82	$	1,651
Caesarstone, Ltd. (Building Products)		97		554
Calavo Growers, Inc. (Food Products)		74		2,176
Caleres, Inc. (Specialty Retail)		151		3,364
California Resources Corp. (Oil, Gas & Consumable Fuels)		318		13,836
California Water Service Group (Water Utilities)		234		14,190
Calix, Inc.* (Communications Equipment)		246		16,833
Callon Petroleum Co.* (Oil, Gas & Consumable Fuels)		211		7,826
Cal-Maine Foods, Inc. (Food Products)		163		8,875
Cambium Networks Corp.* (Communications Equipment)		49		1,062
Cambridge Bancorp (Banks)		29		2,409
Camden National Corp. (Banks)		62		2,585
Camping World Holdings, Inc.(a)—Class A (Specialty Retail)		167		3,727
Cannae Holdings, Inc.* (Diversified Financial Services)		298		6,153
Cano Health, Inc.* (Health Care Providers & Services)		695		952
Canoo, Inc.*(a) (Automobiles)		721		887
Cantaloupe, Inc.* (IT Services)		251		1,092
Capital Bancorp, Inc. (Banks)		39		918
Capital City Bank Group, Inc. (Banks)		58		1,885
Capitol Federal Financial, Inc. (Thrifts & Mortgage Finance)		558		4,827
Capstar Financial Holdings, Inc. (Banks)		87		1,536
Cara Therapeutics, Inc.* (Biotechnology)		192		2,062
Cardiovascular Systems, Inc.* (Health Care Equipment & Supplies)		176		2,397
Cardlytics, Inc.* (Media)		137		792
CareDx, Inc.* (Biotechnology)		218		2,487
CareMax, Inc.* (Health Care Providers & Services)		251		916
CareTrust REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		414		7,692
Cargurus, Inc.* (Interactive Media & Services)		438		6,136
Caribou Biosciences, Inc.* (Biotechnology)		241		1,513
CarParts.com, Inc.* (Internet & Direct Marketing Retail)		219		1,371
Carpenter Technology Corp. (Metals & Mining)		206		7,610
Carriage Services, Inc. (Diversified Consumer Services)		57		1,570
Cars.com, Inc.* (Interactive Media & Services)		284		3,911
Carter Bankshares, Inc.* (Banks)		102		1,692
Casa Systems, Inc.* (Communications Equipment)		152		415
Casella Waste Systems, Inc.*—Class A (Commercial Services & Supplies)		214		16,973
Cass Information Systems, Inc. (IT Services)		58		2,658
Cassava Sciences, Inc.*(a) (Pharmaceuticals)		164		4,845
Castle Biosciences, Inc.* (Biotechnology)		105		2,472
Catalyst Pharmaceuticals, Inc.* (Biotechnology)		416		7,738
Cathay General Bancorp (Banks)		310		12,645
Cavco Industries, Inc.* (Household Durables)		39		8,824
CBIZ, Inc.* (Professional Services)		206		9,651
CBL & Associates Properties, Inc.(a) (Equity Real Estate Investment Trusts (REITs))		114		2,631
Celldex Therapeutics, Inc.* (Biotechnology)		197		8,780
Celsius Holdings, Inc.* (Beverages)		238		24,761
Celularity, Inc.* (Biotechnology)		273		352
Cenntro Electric Group, Ltd.* (Automobiles)		791		348
Centerspace (Equity Real Estate Investment Trusts (REITs))		65		3,814
Central Garden & Pet Co.* (Household Products)		42		1,573
Central Garden & Pet Co.*—Class A (Household Products)		173		6,193
Central Pacific Financial Corp. (Banks)		114		2,312
Centrus Energy Corp.*—Class A (Oil, Gas & Consumable Fuels)		46		1,494
Century Aluminum Co.* (Metals & Mining)		223		1,824
Century Casinos, Inc.* (Hotels, Restaurants & Leisure)		117		823
Century Communities, Inc. (Household Durables)		121		6,051
Century Therapeutics, Inc.* (Biotechnology)		87		446
Cepton, Inc.*(a) (Electronic Equipment, Instruments & Components)		203		258
Cerberus Cyber Sentinel Corp.* (IT Services)		199		507
Cerence, Inc.* (Software)		169		3,132
Cerevel Therapeutics Holdings, Inc.* (Biotechnology)		245		7,727
Cerus Corp.* (Health Care Equipment & Supplies)		741		2,705
CEVA, Inc.* (Semiconductors & Semiconductor Equipment)		98		2,507
ChampionX Corp. (Energy Equipment & Services)		860		24,931
Charge Enterprises, Inc.* (Diversified Telecommunication Services)		559		693
Chart Industries, Inc.* (Machinery)		182		20,972
Chase Corp. (Chemicals)		33		2,847
Chatham Lodging Trust (Equity Real Estate Investment Trusts (REITs))		207		2,540
Chegg, Inc.* (Diversified Consumer Services)		535		13,520
Chesapeake Utilities Corp. (Gas Utilities)		75		8,864
Chicago Atlantic Real Estate Finance, Inc. (Mortgage Real Estate Investment Trusts (REITs))		23		347
Chico’s FAS, Inc.* (Specialty Retail)		526		2,588
Chimera Investment Corp. (Mortgage Real Estate Investment Trusts (REITs))		999		5,495
Chimerix, Inc.* (Biotechnology)		362		673
Chinook Therapeutics, Inc.* (Biotechnology)		217		5,685
Chord Energy Corp. (Oil, Gas & Consumable Fuels)		179		24,489
Chuy’s Holdings, Inc.* (Hotels, Restaurants & Leisure)		77		2,179
Cimpress PLC* (Commercial Services & Supplies)		76		2,098
CinCor Pharma, Inc.* (Pharmaceuticals)		107		1,315
Cinemark Holdings, Inc.* (Entertainment)		468		4,053
Cipher Mining, Inc.* (Software)		168		94
CIRCOR International, Inc.* (Machinery)		80		1,917
Citi Trends, Inc.* (Specialty Retail)		35		927
Citizens & Northern Corp. (Banks)		65		1,486
City Holding Co. (Banks)		63		5,865
City Office REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		167		1,399
Civista Bancshares, Inc. (Banks)		66		1,453
Civitas Resources, Inc. (Oil, Gas & Consumable Fuels)		317		18,364
Claros Mortgage Trust, Inc.(a) (Mortgage Real Estate Investment Trusts (REITs))		395		5,810

See accompanying notes to financial statements.

354  :: ProFund VP UltraSmall-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Clarus Corp. (Leisure Products)		124	$	972
Clean Energy Fuels Corp.* (Oil, Gas & Consumable Fuels)		728		3,786
Cleanspark, Inc.* (Software)		196		400
Clear Channel Outdoor Holdings, Inc.* (Media)		1,584		1,663
Clear Secure, Inc.—Class A (Software)		267		7,324
Clearfield, Inc.* (Communications Equipment)		49		4,613
Clearwater Paper Corp.* (Paper & Forest Products)		72		2,722
Clearway Energy, Inc.—Class A (Independent Power and Renewable Electricity Producers)		149		4,458
Clearway Energy, Inc.—Class C (Independent Power and Renewable Electricity Producers)		352		11,218
Clipper Realty, Inc. (Equity Real Estate Investment Trusts (REITs))		52		333
Clover Health Investments Corp.* (Health Care Providers & Services)		1,659		1,542
CNB Financial Corp. (Banks)		86		2,046
CNO Financial Group, Inc. (Insurance)		488		11,151
CNX Resources Corp.* (Oil, Gas & Consumable Fuels)		767		12,916
Coastal Financial Corp.* (Banks)		45		2,138
Coca-Cola Consolidated, Inc. (Beverages)		20		10,247
Codexis, Inc.* (Life Sciences Tools & Services)		262		1,221
Coeur Mining, Inc.* (Metals & Mining)		1,197		4,022
Cogent Biosciences, Inc.* (Biotechnology)		275		3,179
Cogent Communications Holdings, Inc. (Diversified Telecommunication Services)		184		10,503
Cohen & Steers, Inc. (Capital Markets)		109		7,037
Coherus Biosciences, Inc.* (Biotechnology)		316		2,503
Cohu, Inc.* (Semiconductors & Semiconductor Equipment)		202		6,474
Collegium Pharmaceutical, Inc.* (Pharmaceuticals)		145		3,364
Colony Bankcorp, Inc. (Banks)		70		888
Columbia Banking System, Inc. (Banks)		339		10,214
Columbia Financial, Inc.* (Thrifts & Mortgage Finance)		147		3,178
Columbus McKinnon Corp. (Machinery)		120		3,896
Comfort Systems USA, Inc. (Construction & Engineering)		152		17,492
Commercial Metals Co. (Metals & Mining)		502		24,246
CommScope Holding Co., Inc.* (Communications Equipment)		880		6,468
Community Bank System, Inc. (Banks)		230		14,479
Community Health Systems, Inc. (Health Care Providers & Services)		537		2,320
Community Healthcare Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		102		3,652
Community Trust Bancorp, Inc. (Banks)		68		3,123
CommVault Systems, Inc.* (Software)		191		12,002
Compass Diversified Holdings (Diversified Financial Services)		266		4,849
Compass Minerals International, Inc. (Metals & Mining)		147		6,027
Compass, Inc.*—Class A (Real Estate Management & Development)		1,173		2,733
CompoSecure, Inc.* (Technology Hardware, Storage & Peripherals)		34		167
Computer Programs and Systems, Inc.* (Health Care Technology)		60		1,633
CompX International, Inc. (Commercial Services & Supplies)		7		129
Comstock Resources, Inc. (Oil, Gas & Consumable Fuels)		394		5,402
Comtech Telecommunications Corp. (Communications Equipment)		111		1,348
Concrete Pumping Holdings, Inc.* (Construction & Engineering)		113		661
Conduent, Inc.* (IT Services)		728		2,948
CONMED Corp. (Health Care Equipment & Supplies)		125		11,080
ConnectOne Bancorp, Inc. (Banks)		159		3,849
Conn’s, Inc.* (Specialty Retail)		56		385
Consensus Cloud Solutions, Inc.* (Software)		81		4,355
CONSOL Energy, Inc. (Oil, Gas & Consumable Fuels)		147		9,555
Consolidated Communications Holdings, Inc.* (Diversified Telecommunication Services)		319		1,142
Constellium SE* (Metals & Mining)		543		6,424
Construction Partners, Inc.*—Class A (Construction & Engineering)		172		4,591
Consumer Portfolio Services, Inc.* (Consumer Finance)		42		372
ContextLogic, Inc.*—Class A (Internet & Direct Marketing Retail)		2,485		1,212
Corcept Therapeutics, Inc.* (Pharmaceuticals)		372		7,555
CoreCivic, Inc.* (Equity Real Estate Investment Trusts (REITs))		490		5,664
Corporate Office Properties Trust (Equity Real Estate Investment Trusts (REITs))		484		12,555
Corsair Gaming, Inc.* (Technology Hardware, Storage & Peripherals)		164		2,225
CorVel Corp.* (Health Care Providers & Services)		39		5,668
Costamare, Inc. (Marine)		227		2,107
Couchbase, Inc.* (Software)		122		1,618
Coursera, Inc.* (Diversified Consumer Services)		490		5,797
Covenant Logistics Group, Inc.—Class A (Road & Rail)		41		1,417
Cowen, Inc.—Class A (Capital Markets)		115		4,441
CRA International, Inc. (Professional Services)		30		3,673
Cracker Barrel Old Country Store, Inc. (Hotels, Restaurants & Leisure)		95		9,000
Crawford & Co.—Class A (Insurance)		66		367
Credo Technology Group Holding, Ltd.* (Semiconductors & Semiconductor Equipment)		413		5,497
Crescent Energy, Inc.—Class A (Oil, Gas & Consumable Fuels)		168		2,014
Crinetics Pharmaceuticals, Inc.* (Biotechnology)		226		4,136
Crocs, Inc.* (Textiles, Apparel & Luxury Goods)		261		28,299
Cross Country Healthcare, Inc.* (Health Care Providers & Services)		153		4,065
CrossFirst Bankshares, Inc.* (Banks)		191		2,370
CryoPort, Inc.* (Health Care Equipment & Supplies)		189		3,279
Cryptyde, Inc.* (Containers & Packaging)		85		16
CS Disco, Inc.* (Software)		96		607
CSG Systems International, Inc. (IT Services)		133		7,608
CSW Industrials, Inc. (Building Products)		63		7,304
CTI BioPharma Corp.* (Biotechnology)		430		2,584

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraSmall-Cap :: 355

Common Stocks, continued

	Shares		Value
CTO Realty Growth, Inc. (Equity Real Estate Investment Trusts (REITs))		78	$	1,426
CTS Corp. (Electronic Equipment, Instruments & Components)		136		5,361
Cue Health, Inc.* (Health Care Equipment & Supplies)		468		969
Cullinan Oncology, Inc.* (Biotechnology)		130		1,372
Cumulus Media, Inc.*—Class A (Media)		75		466
Curo Group Holdings Corp. (Consumer Finance)		95		337
Cushman & Wakefield PLC* (Real Estate Management & Development)		683		8,509
Custom Truck One Source, Inc.* (Trading Companies & Distributors)		256		1,618
Customers Bancorp, Inc.* (Banks)		131		3,713
Cutera, Inc.* (Health Care Equipment & Supplies)		71		3,140
CVB Financial Corp. (Banks)		572		14,729
Cvent Holding Corp.* (Software)		194		1,048
CVR Energy, Inc. (Oil, Gas & Consumable Fuels)		126		3,949
Cytek Biosciences, Inc.* (Life Sciences Tools & Services)		490		5,003
Cytokinetics, Inc.* (Biotechnology)		352		16,129
Cyxtera Technologies, Inc.* (IT Services)		158		303
Daily Journal Corp.* (Media)		6		1,503
Dakota Gold Corp.*(a) (Metals & Mining)		224		683
Dana, Inc. (Auto Components)		554		8,382
Danimer Scientific, Inc.*(a) (Chemicals)		389		696
Daseke, Inc.* (Road & Rail)		174		990
Dave & Buster’s Entertainment, Inc.* (Hotels, Restaurants & Leisure)		184		6,521
Day One Biopharmaceuticals, Inc.* (Biotechnology)		119		2,561
Deciphera Pharmaceuticals, Inc.* (Biotechnology)		198		3,245
Delek US Holdings, Inc. (Oil, Gas & Consumable Fuels)		298		8,046
Deluxe Corp. (Commercial Services & Supplies)		185		3,141
Denali Therapeutics, Inc.* (Biotechnology)		467		12,987
Denbury, Inc.* (Oil, Gas & Consumable Fuels)		215		18,709
Denny’s Corp.* (Hotels, Restaurants & Leisure)		239		2,201
Design Therapeutics, Inc.* (Biotechnology)		146		1,498
Designer Brands, Inc. (Specialty Retail)		217		2,122
Desktop Metal, Inc.*—Class A (Machinery)		1,152		1,567
Destination XL Group, Inc.* (Specialty Retail)		247		1,667
DHI Group, Inc.* (Interactive Media & Services)		179		947
DHT Holdings, Inc. (Oil, Gas & Consumable Fuels)		588		5,221
Diamond Hill Investment Group, Inc. (Capital Markets)		13		2,405
Diamond Offshore Drilling, Inc.* (Energy Equipment & Services)		434		4,514
DiamondRock Hospitality Co. (Equity Real Estate Investment Trusts (REITs))		901		7,379
DICE Therapeutics, Inc.* (Pharmaceuticals)		152		4,742
Diebold Nixdorf, Inc.* (Technology Hardware, Storage & Peripherals)		314		446
Digi International, Inc.* (Communications Equipment)		147		5,373
Digimarc Corp.* (Software)		59		1,091
Digital Turbine, Inc.* (Software)		404		6,157
DigitalBridge Group, Inc. (Real Estate Management & Development)		678		7,417
DigitalOcean Holdings, Inc.* (IT Services)		299		7,616
Dillard’s, Inc.—Class A (Multiline Retail)		16		5,172
Dime Community Bancshares, Inc. (Banks)		140		4,456
Dine Brands Global, Inc. (Hotels, Restaurants & Leisure)		64		4,134
Diodes, Inc.* (Semiconductors & Semiconductor Equipment)		191		14,543
Diversey Holdings, Ltd.* (Chemicals)		336		1,431
Diversified Healthcare Trust (Equity Real Estate Investment Trusts (REITs))		1,021		660
DMC Global, Inc.* (Energy Equipment & Services)		81		1,575
DocGo, Inc.* (Health Care Providers & Services)		354		2,503
Doma Holdings, Inc.* (Real Estate Management & Development)		597		270
Domo, Inc.* (Software)		133		1,894
Donegal Group, Inc.—Class A (Insurance)		67		951
Donnelley Financial Solutions, Inc.* (Capital Markets)		109		4,213
Dorian LPG, Ltd. (Oil, Gas & Consumable Fuels)		132		2,501
Dorman Products, Inc. (Auto Components)		114		9,219
Douglas Dynamics, Inc. (Machinery)		97		3,508
Douglas Elliman, Inc. (Real Estate Management & Development)		325		1,323
Dream Finders Homes, Inc.*—Class A (Household Durables)		90		779
Dril-Quip, Inc.* (Energy Equipment & Services)		144		3,912
Duck Creek Technologies, Inc.* (Software)		332		4,001
Ducommun, Inc.* (Aerospace & Defense)		48		2,398
Duluth Holdings, Inc.*—Class B (Internet & Direct Marketing Retail)		56		346
Duolingo, Inc.* (Diversified Consumer Services)		101		7,184
DXP Enterprises, Inc.* (Trading Companies & Distributors)		66		1,818
Dycom Industries, Inc.* (Construction & Engineering)		124		11,606
Dynavax Technologies Corp.* (Biotechnology)		513		5,458
Dyne Therapeutics, Inc.* (Biotechnology)		136		1,576
Dynex Capital, Inc. (Mortgage Real Estate Investment Trusts (REITs))		196		2,493
DZS, Inc.* (Communications Equipment)		76		964
E2open Parent Holdings, Inc.* (Software)		855		5,019
Eagle Bancorp, Inc. (Banks)		136		5,994
Eagle Bulk Shipping, Inc. (Marine)		58		2,897
Eagle Pharmaceuticals, Inc.* (Biotechnology)		44		1,286
Earthstone Energy, Inc.*—Class A (Oil, Gas & Consumable Fuels)		187		2,661
Easterly Government Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		392		5,594
Eastern Bankshares, Inc. (Banks)		670		11,558
Eastman Kodak Co.* (Technology Hardware, Storage & Peripherals)		246		750
Ebix, Inc. (Software)		114		2,275
EchoStar Corp.*—Class A (Diversified Telecommunication Services)		145		2,419
Ecovyst, Inc.* (Chemicals)		311		2,755
Edgewell Personal Care Co. (Personal Products)		221		8,517
Edgewise Therapeutics, Inc.* (Pharmaceuticals)		163		1,457
Editas Medicine, Inc.* (Biotechnology)		296		2,626
eGain Corp.* (Software)		91		822
eHealth, Inc.* (Insurance)		106		513

See accompanying notes to financial statements.

356  :: ProFund VP UltraSmall-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Eiger Biopharmaceuticals, Inc.* (Biotechnology)		180	$	212
El Pollo Loco Holdings, Inc. (Hotels, Restaurants & Leisure)		83		827
elf Beauty, Inc.* (Personal Products)		211		11,668
Ellington Financial, Inc. (Mortgage Real Estate Investment Trusts (REITs))		247		3,055
Elme Communities (Equity Real Estate Investment Trusts (REITs))		376		6,693
Embecta Corp. (Health Care Equipment & Supplies)		250		6,323
EMCOR Group, Inc. (Construction & Engineering)		203		30,067
Emergent BioSolutions, Inc.* (Biotechnology)		216		2,551
Empire Petroleum Corp.* (Oil, Gas & Consumable Fuels)		43		529
Empire State Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		571		3,849
Employers Holdings, Inc. (Insurance)		116		5,003
Enact Holdings, Inc. (Thrifts & Mortgage Finance)		129		3,111
Enanta Pharmaceuticals, Inc.* (Biotechnology)		84		3,908
Encore Capital Group, Inc.* (Consumer Finance)		99		4,746
Encore Wire Corp. (Electrical Equipment)		76		10,455
Energizer Holdings, Inc. (Household Products)		286		9,596
Energy Fuels, Inc.* (Oil, Gas & Consumable Fuels)		671		4,167
Energy Recovery, Inc.* (Machinery)		237		4,856
Energy Vault Holdings, Inc.*(a) (Electrical Equipment)		351		1,095
Enerpac Tool Group Corp. (Machinery)		245		6,235
EnerSys (Electrical Equipment)		176		12,996
Eneti, Inc. (Marine)		95		955
Enfusion, Inc.*—Class A (Software)		115		1,112
EngageSmart, Inc.* (Software)		153		2,693
Ennis, Inc. (Commercial Services & Supplies)		109		2,415
Enochian Biosciences, Inc.* (Biotechnology)		84		87
Enova International, Inc.* (Consumer Finance)		132		5,065
Enovix Corp.* (Electrical Equipment)		467		5,809
EnPro Industries, Inc. (Machinery)		89		9,673
Enstar Group, Ltd.* (Insurance)		48		11,090
Entercom Communications Corp.* (Media)		517		116
Enterprise Bancorp, Inc. (Banks)		41		1,447
Enterprise Financial Services Corp. (Banks)		152		7,442
Entravision Communications Corp.—Class A (Media)		256		1,229
Envestnet, Inc.* (Software)		237		14,623
ePlus, Inc.* (Electronic Equipment, Instruments & Components)		114		5,048
EQRx, Inc.* (Biotechnology)		864		2,125
Equitrans Midstream Corp. (Oil, Gas & Consumable Fuels)		1,766		11,832
Equity Bancshares, Inc.—Class A (Banks)		66		2,156
Equity Commonwealth (Equity Real Estate Investment Trusts (REITs))		450		11,237
Erasca, Inc.* (Biotechnology)		279		1,202
Ermenegildo Zegna Holditalia SpA (Consumer Discretionary Products)		257		2,691
ESCO Technologies, Inc. (Machinery)		111		9,717
Esperion Therapeutics, Inc.* (Biotechnology)		317		1,975
Esquire Financial Holdings, Inc. (Banks)		30		1,298
ESS Tech, Inc.* (Electrical Equipment)		346		841
Essent Group, Ltd. (Thrifts & Mortgage Finance)		453		17,612
Essential Properties Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		604		14,176
Ethan Allen Interiors, Inc. (Household Durables)		98		2,589
European Wax Center, Inc.—Class A (Diversified Consumer Services)		105		1,307
Eventbrite, Inc.* (Interactive Media & Services)		336		1,969
Everbridge, Inc.* (Software)		172		5,088
EverCommerce, Inc.* (Software)		102		759
Everi Holdings, Inc.* (Hotels, Restaurants & Leisure)		371		5,324
EverQuote, Inc.*—Class A (Interactive Media & Services)		86		1,268
EVERTEC, Inc. (IT Services)		263		8,516
EVgo, Inc.* (Specialty Retail)		292		1,305
Evo Payments, Inc.* (IT Services)		204		6,903
Evolent Health, Inc.* (Health Care Technology)		351		9,856
Evolus, Inc.* (Pharmaceuticals)		152		1,142
Evolv Technologies Holdings, Inc.* (Electronic Equipment, Instruments & Components)		361		935
Evoqua Water Technologies Corp.* (Machinery)		506		20,038
Excelerate Energy, Inc.—Class A (Oil, Gas & Consumable Fuels)		80		2,004
ExlService Holdings, Inc.* (IT Services)		139		23,550
eXp World Holdings, Inc.(a) (Real Estate Management & Development)		299		3,313
Exponent, Inc. (Professional Services)		218		21,603
Express, Inc.* (Specialty Retail)		276		282
Expro Group Holdings N.V.* (Energy Equipment & Services)		333		6,037
Extreme Networks, Inc.* (Communications Equipment)		550		10,071
EyePoint Pharmaceuticals, Inc.* (Pharmaceuticals)		111		389
EZCORP, Inc.*—Class A (Consumer Finance)		214		1,744
F45 Training Holdings, Inc.* (Hotels, Restaurants & Leisure)		158		450
Fabrinet* (Electronic Equipment, Instruments & Components)		158		20,258
Faraday Future Intelligent Electric, Inc.* (Automobiles)		891		259
Farmers & Merchants Bancorp, Inc. (Banks)		54		1,468
Farmers National Bancorp (Banks)		135		1,906
Farmland Partners, Inc. (Equity Real Estate Investment Trusts (REITs))		214		2,666
FARO Technologies, Inc.* (Electronic Equipment, Instruments & Components)		81		2,382
Fastly, Inc.*—Class A (IT Services)		488		3,997
Fate Therapeutics, Inc.* (Biotechnology)		357		3,602
Fathom Digital Manufacturing C* (Machinery)		42		55
FB Financial Corp. (Banks)		153		5,529
Federal Agricultural Mortgage Corp. (Thrifts & Mortgage Finance)		40		4,508
Federal Signal Corp. (Machinery)		257		11,943
Federated Hermes, Inc.—Class B (Capital Markets)		367		13,326
FibroGen, Inc.* (Biotechnology)		376		6,024
Figs, Inc.*—Class A (Health Care Equipment & Supplies)		547		3,681
Finance Of America Cos., Inc.*—Class A (Thrifts & Mortgage Finance)		169		215
Financial Institutions, Inc. (Banks)		65		1,583

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraSmall-Cap :: 357

Common Stocks, continued

	Shares		Value
First Advantage Corp.* (Professional Services)		252	$	3,276
First Bancorp (Banks)		782		9,947
First Bancorp (Banks)		152		6,512
First Bank/Hamilton NJ (Banks)		67		922
First Busey Corp. (Banks)		221		5,463
First Business Financial Services, Inc. (Banks)		35		1,279
First Commonwealth Financial Corp. (Banks)		402		5,616
First Community Bancshares, Inc. (Banks)		68		2,305
First Financial Bancorp (Banks)		401		9,716
First Financial Bankshares, Inc. (Banks)		558		19,195
First Financial Corp. (Banks)		48		2,212
First Foundation, Inc. (Banks)		219		3,138
First Guaranty Bancshares, Inc. (Banks)		26		610
First Internet Bancorp (Banks)		38		923
First Interstate BancSystem, Inc.—Class A (Banks)		383		14,803
First Merchants Corp. (Banks)		245		10,072
First Mid Bancshares, Inc. (Banks)		80		2,566
First Watch Restaurant Group, Inc.* (Hotels, Restaurants & Leisure)		65		879
First Western Financial, Inc.* (Banks)		34		957
FirstCash Holdings, Inc. (Consumer Finance)		162		14,078
Fisker, Inc.*(a) (Automobiles)		761		5,532
Five Star Bancorp (Banks)		54		1,471
FLEX LNG, Ltd. (Oil, Gas & Consumable Fuels)		123		4,021
Fluence Energy, Inc.* (Electrical Equipment)		154		2,641
Fluor Corp.* (Construction & Engineering)		611		21,177
Flushing Financial Corp. (Banks)		122		2,364
Flywire Corp.* (IT Services)		245		5,995
Focus Financial Partners, Inc.* (Capital Markets)		249		9,280
Focus Universal, Inc.* (Electronic Equipment, Instruments & Components)		76		487
Foghorn Therapeutics, Inc.* (Pharmaceuticals)		87		555
Foot Locker, Inc. (Specialty Retail)		346		13,075
Forestar Group, Inc.* (Real Estate Management & Development)		78		1,202
ForgeRock, Inc.*—Class A (Software)		163		3,712
FormFactor, Inc.* (Semiconductors & Semiconductor Equipment)		331		7,358
Forrester Research, Inc.* (Professional Services)		49		1,752
Forward Air Corp. (Air Freight & Logistics)		115		12,062
Fossil Group, Inc.* (Textiles, Apparel & Luxury Goods)		202		871
Four Corners Property Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		359		9,309
Fox Factory Holding Corp.* (Auto Components)		181		16,512
Franchise Group, Inc. (Diversified Consumer Services)		112		2,668
Franklin BSP Realty Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		356		4,592
Franklin Covey Co.* (Professional Services)		52		2,432
Franklin Electric Co., Inc. (Machinery)		198		15,791
Franklin Street Properties Corp. (Equity Real Estate Investment Trusts (REITs))		424		1,158
Fresh Del Monte Produce, Inc. (Food Products)		131		3,431
Frontdoor, Inc.* (Diversified Consumer Services)		355		7,384
Frontier Group Holdings, Inc.* (Airlines)		160		1,643
Frontline, Ltd.(a) (Oil, Gas & Consumable Fuels)		536		6,507
FRP Holdings, Inc.* (Real Estate Management & Development)		29		1,562
FTC Solar, Inc.* (Electrical Equipment)		183		490
fuboTV, Inc.*(a) (Interactive Media & Services)		807		1,404
FuelCell Energy, Inc.* (Electrical Equipment)		1,754		4,876
Fulcrum Therapeutics, Inc.* (Pharmaceuticals)		186		1,354
Fulgent Genetics, Inc.* (Health Care Providers & Services)		90		2,680
Full House Resorts, Inc.* (Hotels, Restaurants & Leisure)		142		1,068
Fulton Financial Corp. (Banks)		697		11,731
Funko, Inc.* (Distributors)		137		1,495
FutureFuel Corp. (Chemicals)		111		902
FVCBankcorp, Inc.* (Banks)		51		973
Gambling.com Group, Ltd.* (Media)		39		357
Gannett Co., Inc.* (Media)		618		1,255
GATX Corp. (Trading Companies & Distributors)		151		16,057
GCM Grosvenor, Inc.—Class A (Capital Markets)		177		1,347
Gelesis Holdings, Inc.* (Biotechnology)		77		22
Genco Shipping & Trading, Ltd. (Marine)		157		2,412
Generation Bio Co.* (Biotechnology)		206		810
Genesco, Inc.* (Specialty Retail)		53		2,439
Gentherm, Inc.* (Auto Components)		143		9,336
Genworth Financial, Inc.* (Insurance)		2,126		11,247
German American Bancorp, Inc. (Banks)		119		4,439
Geron Corp.* (Biotechnology)		1,559		3,773
Getty Realty Corp. (Equity Real Estate Investment Trusts (REITs))		181		6,127
Gevo, Inc.* (Oil, Gas & Consumable Fuels)		845		1,606
Gibraltar Industries, Inc.* (Building Products)		133		6,102
G-III Apparel Group, Ltd.* (Textiles, Apparel & Luxury Goods)		184		2,523
Glacier Bancorp, Inc. (Banks)		477		23,572
Gladstone Commercial Corp. (Equity Real Estate Investment Trusts (REITs))		168		3,108
Gladstone Land Corp. (Equity Real Estate Investment Trusts (REITs))		139		2,551
Glatfelter Corp. (Paper & Forest Products)		189		525
Glaukos Corp.* (Health Care Equipment & Supplies)		197		8,605
Global Industrial Co. (Trading Companies & Distributors)		56		1,318
Global Medical REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		262		2,484
Global Net Lease, Inc. (Equity Real Estate Investment Trusts (REITs))		447		5,619
Global Water Resources, Inc. (Water Utilities)		58		770
Globalstar, Inc.* (Diversified Telecommunication Services)		2,938		3,908
GMS, Inc.* (Trading Companies & Distributors)		182		9,064
Gogo, Inc.* (Wireless Telecommunication Services)		212		3,129
Golar LNG, Ltd.* (Oil, Gas & Consumable Fuels)		433		9,868
Golden Entertainment, Inc.* (Hotels, Restaurants & Leisure)		86		3,216
Golden Ocean Group, Ltd. (Marine)		527		4,579
Goosehead Insurance, Inc.* (Insurance)		82		2,816
GoPro, Inc.*—Class A (Household Durables)		555		2,764
Gossamer Bio, Inc.* (Biotechnology)		270		586
GrafTech International, Ltd. (Electrical Equipment)		833		3,965
Graham Holdings Co.—Class B (Diversified Consumer Services)		16		9,667

See accompanying notes to financial statements.

358 :: ProFund VP UltraSmall-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Granite Construction, Inc. (Construction & Engineering)		190	$	6,663
Granite Point Mortgage Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		223		1,195
Gray Television, Inc. (Media)		352		3,939
Great Lakes Dredge & Dock Corp.* (Construction & Engineering)		281		1,672
Great Southern Bancorp, Inc. (Banks)		41		2,439
Green Brick Partners, Inc.* (Household Durables)		116		2,811
Green Dot Corp.*—Class A (Consumer Finance)		202		3,196
Green Plains, Inc.* (Oil, Gas & Consumable Fuels)		231		7,046
Greene County Bancorp, Inc. (Thrifts & Mortgage Finance)		15		861
Greenidge Generation Holdings, Inc.* (Software)		62		18
GreenLight Biosciences Holdings PBC*(a) (Biotechnology)		383		452
Greenlight Capital Re, Ltd.*—Class A (Insurance)		113		921
Greif, Inc.—Class A (Containers & Packaging)		107		7,175
Greif, Inc.—Class B (Containers & Packaging)		23		1,799
Grid Dynamics Holdings, Inc.* (IT Services)		231		2,592
Griffon Corp. (Building Products)		198		7,086
Group 1 Automotive, Inc. (Specialty Retail)		61		11,003
Groupon, Inc.*(a) (Internet & Direct Marketing Retail)		94		807
GrowGeneration Corp.* (Specialty Retail)		247		968
Guaranty Bancshares, Inc. (Banks)		35		1,212
Guess?, Inc. (Specialty Retail)		133		2,752
Gulfport Energy Corp.* (Oil, Gas & Consumable Fuels)		47		3,461
H&E Equipment Services, Inc. (Trading Companies & Distributors)		137		6,220
H.B. Fuller Co. (Chemicals)		228		16,329
Haemonetics Corp.* (Health Care Equipment & Supplies)		218		17,146
Halozyme Therapeutics, Inc.* (Biotechnology)		572		32,548
Hamilton Lane, Inc. (Capital Markets)		154		9,838
Hancock Whitney Corp. (Banks)		371		17,953
Hanmi Financial Corp. (Banks)		130		3,218
Hannon Armstrong Sustainable Infrastructure Capital, Inc.—Class I (Mortgage Real Estate Investment Trusts (REITs))		375		10,868
HarborOne Bancorp, Inc. (Banks)		187		2,599
Harmonic, Inc.* (Communications Equipment)		396		5,188
Harmony Biosciences Holdings, Inc.* (Pharmaceuticals)		113		6,226
Harsco Corp.* (Machinery)		338		2,126
Haverty Furniture Cos., Inc. (Specialty Retail)		63		1,884
Hawaiian Holdings, Inc.* (Airlines)		217		2,226
Hawkins, Inc. (Chemicals)		83		3,204
Haynes International, Inc. (Metals & Mining)		52		2,376
HBT Financial, Inc. (Banks)		43		842
HCI Group, Inc.(a) (Insurance)		27		1,069
Health Catalyst, Inc.* (Health Care Technology)		236		2,509
Healthcare Services Group, Inc. (Commercial Services & Supplies)		318		3,816
HealthEquity, Inc.* (Health Care Providers & Services)		356		21,943
HealthStream, Inc.* (Health Care Technology)		104		2,583
Heartland Express, Inc. (Road & Rail)		201		3,083
Heartland Financial USA, Inc. (Banks)		177		8,252
Hecla Mining Co. (Metals & Mining)		2,376		13,211
Heidrick & Struggles International, Inc. (Professional Services)		83		2,322
Helen of Troy, Ltd.* (Household Durables)		102		11,313
Heliogen, Inc.* (Electrical Equipment)		390		272
Helios Technologies, Inc. (Machinery)		140		7,622
Helix Energy Solutions Group, Inc.* (Energy Equipment & Services)		614		4,531
Helmerich & Payne, Inc. (Energy Equipment & Services)		441		21,860
Herbalife Nutrition, Ltd.* (Personal Products)		421		6,264
Herc Holdings, Inc. (Trading Companies & Distributors)		108		14,210
Heritage Commerce Corp. (Banks)		252		3,276
Heritage Financial Corp. (Banks)		148		4,535
Heritage-Crystal Clean, Inc.* (Commercial Services & Supplies)		68		2,209
Heron Therapeutics, Inc.* (Biotechnology)		442		1,105
Hersha Hospitality Trust (Equity Real Estate Investment Trusts (REITs))		135		1,150
Heska Corp.* (Health Care Equipment & Supplies)		42		2,611
HF Foods Group, Inc.* (Food & Staples Retailing)		156		633
Hibbett, Inc. (Specialty Retail)		54		3,684
HighPeak Energy, Inc.(a) (Oil, Gas & Consumable Fuels)		30		686
Hillenbrand, Inc. (Machinery)		297		12,673
HilleVax, Inc.*(a) (Biotechnology)		75		1,255
Hillman Solutions Corp.* (Machinery)		577		4,160
Hilltop Holdings, Inc. (Banks)		213		6,392
Hilton Grand Vacations, Inc.* (Hotels, Restaurants & Leisure)		369		14,221
Hims & Hers Health, Inc.* (Health Care Providers & Services)		521		3,340
Hingham Institution For Savings The (Thrifts & Mortgage Finance)		7		1,932
Hippo Holdings, Inc.* (Insurance)		74		1,006
HireRight Holdings Corp.* (Professional Services)		91		1,079
HNI Corp. (Commercial Services & Supplies)		178		5,061
Holley, Inc.* (Auto Components)		220		466
Home Bancorp, Inc. (Thrifts & Mortgage Finance)		31		1,241
Home BancShares, Inc. (Banks)		807		18,392
Home Point Capital, Inc. (Thrifts & Mortgage Finance)		34		47
HomeStreet, Inc. (Thrifts & Mortgage Finance)		77		2,124
HomeTrust Bancshares, Inc. (Banks)		61		1,474
Hope Bancorp, Inc. (Banks)		498		6,379
Horace Mann Educators Corp. (Insurance)		177		6,614
Horizon Bancorp, Inc. (Banks)		174		2,624
Hostess Brands, Inc.* (Food Products)		572		12,836
Houlihan Lokey, Inc. (Capital Markets)		214		18,651
Hovnanian Enterprises, Inc.*—Class A (Household Durables)		22		926
Hub Group, Inc.*—Class A (Air Freight & Logistics)		139		11,049
Hudson Technologies, Inc.* (Commercial Services & Supplies)		185		1,872
Humacyte, Inc.* (Biotechnology)		252		532
Huron Consulting Group, Inc.* (Professional Services)		84		6,098
Hycroft Mining Holding Corp.* (Metals & Mining)		657		350
Hydrofarm Holdings Group, Inc.* (Machinery)		187		290

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraSmall-Cap :: 359

Common Stocks, continued

	Shares		Value
Hyliion Holdings Corp.* (Machinery)		590	$	1,381
Hyster-Yale Materials Handling, Inc. (Machinery)		47		1,190
Hyzon Motors, Inc.*(a) (Machinery)		377		584
I3 Verticals, Inc.*—Class A (IT Services)		95		2,312
IBEX Holdings, Ltd.* (Commercial Services & Supplies)		39		969
ICF International, Inc. (Professional Services)		80		7,924
Ichor Holdings, Ltd.* (Semiconductors & Semiconductor Equipment)		120		3,218
Icosavax, Inc.* (Biotechnology)		96		762
Ideaya Biosciences, Inc.* (Biotechnology)		190		3,452
Identiv, Inc.* (Electronic Equipment, Instruments & Components)		95		688
IDT Corp.*—Class B (Diversified Telecommunication Services)		67		1,887
IES Holdings, Inc.* (Construction & Engineering)		38		1,352
IGM Biosciences, Inc.* (Biotechnology)		45		765
iHeartMedia, Inc.*—Class A (Media)		517		3,169
Imago Biosciences, Inc.* (Biotechnology)		113		4,062
IMAX Corp.* (Entertainment)		202		2,961
ImmunityBio, Inc.* (Biotechnology)		351		1,780
ImmunoGen, Inc.* (Biotechnology)		922		4,573
Immunovant, Inc.* (Biotechnology)		191		3,390
Impinj, Inc.* (Semiconductors & Semiconductor Equipment)		92		10,045
Inari Medical, Inc.* (Health Care Equipment & Supplies)		208		13,220
Independence Realty Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		964		16,252
Independent Bank Corp. (Banks)		197		16,633
Independent Bank Corp. (Banks)		86		2,057
Independent Bank Group, Inc. (Banks)		153		9,192
indie Semiconductor, Inc.*—Class A (Semiconductors & Semiconductor Equipment)		438		2,554
Indus Realty Trust, Inc. (Real Estate Management & Development)		22		1,397
Industrial Logistics Properties Trust (Equity Real Estate Investment Trusts (REITs))		279		912
Infinera Corp.* (Communications Equipment)		830		5,594
Information Services Group, Inc. (IT Services)		151		695
Ingevity Corp.* (Chemicals)		161		11,341
Ingles Markets, Inc. (Food & Staples Retailing)		61		5,884
Inhibrx, Inc.* (Biotechnology)		140		3,450
Innospec, Inc. (Chemicals)		106		10,903
Innovage Holding Corp.* (Health Care Providers & Services)		83		596
Innovative Industrial Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		119		12,061
Innovid Corp.* (Media)		328		561
Innoviva, Inc.* (Pharmaceuticals)		272		3,604
Inogen, Inc.* (Health Care Equipment & Supplies)		98		1,932
Inotiv, Inc.*(a) (Life Sciences Tools & Services)		75		371
Inovio Pharmaceuticals, Inc.* (Biotechnology)		1,062		1,657
Inseego Corp.* (Communications Equipment)		371		313
Insight Enterprises, Inc.* (Electronic Equipment, Instruments & Components)		135		13,536
Insmed, Inc.* (Biotechnology)		580		11,588
Insperity, Inc. (Professional Services)		155		17,609
Inspirato, Inc.*(a) (Hotels, Restaurants & Leisure)		88		105
Inspire Medical Systems, Inc.* (Health Care Technology)		121		30,476
Inspired Entertainment, Inc.* (Hotels, Restaurants & Leisure)		92		1,166
Installed Building Products, Inc. (Household Durables)		102		8,731
Insteel Industries, Inc. (Building Products)		81		2,229
Instil Bio, Inc.* (Biotechnology)		299		188
Instructure Holdings, Inc.* (Software)		74		1,735
Intapp, Inc.* (Software)		62		1,546
Integer Holdings Corp.* (Health Care Equipment & Supplies)		142		9,721
Integral Ad Science Holding Corp.* (Media)		164		1,442
Intellia Therapeutics, Inc.* (Biotechnology)		365		12,735
Inter Parfums, Inc. (Personal Products)		77		7,432
Intercept Pharmaceuticals, Inc.* (Biotechnology)		105		1,299
InterDigital, Inc. (Communications Equipment)		127		6,284
Interface, Inc. (Commercial Services & Supplies)		246		2,428
International Bancshares Corp. (Banks)		230		10,525
International Game Technology PLC (Hotels, Restaurants & Leisure)		422		9,571
International Money Express, Inc.* (IT Services)		134		3,266
International Seaways, Inc. (Oil, Gas & Consumable Fuels)		210		7,774
Intra-Cellular Therapies, Inc.* (Pharmaceuticals)		394		20,849
Intrepid Potash, Inc.* (Chemicals)		48		1,386
InvenTrust Properties Corp. (Equity Real Estate Investment Trusts (REITs))		291		6,888
Invesco Mortgage Capital, Inc. (Mortgage Real Estate Investment Trusts (REITs))		153		1,948
Investors Title Co. (Insurance)		6		885
Invitae Corp.* (Biotechnology)		1,047		1,947
Invivyd, Inc.* (Biotechnology)		220		330
IonQ, Inc.* (Technology Hardware, Storage & Peripherals)		510		1,760
Iovance Biotherapeutics, Inc.* (Biotechnology)		647		4,134
iRadimed Corp. (Health Care Equipment & Supplies)		31		877
iRhythm Technologies, Inc.* (Health Care Equipment & Supplies)		129		12,083
Iridium Communications, Inc.* (Diversified Telecommunication Services)		538		27,652
iRobot Corp.* (Household Durables)		115		5,535
IronNet, Inc.* (Software)		282		65
Ironwood Pharmaceuticals, Inc.* (Biotechnology)		587		7,273
iStar, Inc. (Equity Real Estate Investment Trusts (REITs))		298		2,274
iTeos Therapeutics, Inc.* (Biotechnology)		101		1,973
Itron, Inc.* (Electronic Equipment, Instruments & Components)		194		9,826
Ivanhoe Electric, Inc.* (Metals & Mining)		62		753
IVERIC bio, Inc.* (Biotechnology)		577		12,354
J & J Snack Foods Corp. (Food Products)		66		9,881
Jack in the Box, Inc. (Hotels, Restaurants & Leisure)		91		6,209
Jackson Financial, Inc.—Class A (Diversified Financial Services)		321		11,167
James River Group Holdings, Ltd. (Insurance)		157		3,283
Janus International Group, Inc.* (Building Products)		350		3,332
Janux Therapeutics, Inc.* (Biotechnology)		74		975

See accompanying notes to financial statements.

360 :: ProFund VP UltraSmall-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
JELD-WEN Holding, Inc.* (Building Products)		358	$	3,455
JOANN, Inc. (Specialty Retail)		47		134
Joby Aviation, Inc.*(a) (Airlines)		1,107		3,708
John B Sanfilippo & Son, Inc. (Food Products)		39		3,171
John Bean Technologies Corp. (Machinery)		136		12,421
John Marshall Bancorp, Inc. (Banks)		49		1,410
John Wiley & Sons, Inc.—Class A (Media)		184		7,371
Johnson Outdoors, Inc.—Class A (Leisure Products)		22		1,455
Jounce Therapeutics, Inc.* (Biotechnology)		181		201
Kadant, Inc. (Machinery)		49		8,704
Kaiser Aluminum Corp. (Metals & Mining)		69		5,241
Kaleyra, Inc.* (Software)		135		102
KalVista Pharmaceuticals, Inc.* (Biotechnology)		105		710
Kaman Corp.—Class A (Trading Companies & Distributors)		120		2,676
KAR Auction Services, Inc.* (Commercial Services & Supplies)		464		6,055
Karat Packaging, Inc. (Trading Companies & Distributors)		24		345
Karuna Therapeutics, Inc.* (Biotechnology)		129		25,350
Karyopharm Therapeutics, Inc.* (Biotechnology)		335		1,139
KB Home (Household Durables)		332		10,574
Kearny Financial Corp. (Thrifts & Mortgage Finance)		255		2,588
Kelly Services, Inc.—Class A (Professional Services)		146		2,467
Kennametal, Inc. (Machinery)		349		8,397
Kennedy-Wilson Holdings, Inc. (Real Estate Management & Development)		507		7,975
Keros Therapeutics, Inc.* (Biotechnology)		82		3,938
Kezar Life Sciences, Inc.* (Biotechnology)		226		1,591
Kforce, Inc. (Professional Services)		85		4,661
Kimball Electronics, Inc.* (Electronic Equipment, Instruments & Components)		103		2,327
Kimball International, Inc.—Class B (Commercial Services & Supplies)		155		1,008
Kinetik Holdings, Inc.—Class A (Oil, Gas & Consumable Fuels)		71		2,349
Kiniksa Pharmaceuticals, Ltd.*—Class A (Biotechnology)		134		2,007
Kinnate Biopharma, Inc.* (Biotechnology)		125		763
Kinsale Capital Group, Inc. (Insurance)		93		24,322
Kite Realty Group Trust (Equity Real Estate Investment Trusts (REITs))		935		19,681
KKR Real Estate Finance Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		245		3,420
KnowBe4, Inc.*—Class A (Software)		313		7,756
Knowles Corp.* (Electronic Equipment, Instruments & Components)		384		6,305
Kodiak Sciences, Inc.* (Biotechnology)		144		1,031
Kontoor Brands, Inc. (Textiles, Apparel & Luxury Goods)		238		9,517
Koppers Holdings, Inc. (Chemicals)		87		2,453
KORE Group Holdings, Inc.* (Wireless Telecommunication Services)		181		228
Korn Ferry (Professional Services)		228		11,541
Kosmos Energy, Ltd.* (Oil, Gas & Consumable Fuels)		1,939		12,332
Kratos Defense & Security Solutions, Inc.* (Aerospace & Defense)		531		5,480
Krispy Kreme, Inc. (Hotels, Restaurants & Leisure)		309		3,189
Kronos Bio, Inc.* (Chemicals)		175		284
Kronos Worldwide, Inc. (Chemicals)		95		893
Krystal Biotech, Inc.* (Biotechnology)		92		7,288
Kulicke & Soffa Industries, Inc. (Semiconductors & Semiconductor Equipment)		245		10,844
Kura Oncology, Inc.* (Biotechnology)		279		3,462
Kura Sushi USA, Inc.*—Class A (Hotels, Restaurants & Leisure)		19		906
Kymera Therapeutics, Inc.* (Biotechnology)		162		4,044
Ladder Capital Corp. (Mortgage Real Estate Investment Trusts (REITs))		488		4,900
Lakeland Bancorp, Inc. (Banks)		267		4,702
Lakeland Financial Corp. (Banks)		105		7,662
Lancaster Colony Corp. (Food Products)		83		16,376
Lands' End, Inc.* (Internet & Direct Marketing Retail)		66		501
Landsea Homes Corp.* (Household Durables)		40		208
Lantheus Holdings, Inc.* (Health Care Equipment & Supplies)		293		14,931
Laredo Petroleum, Inc.* (Oil, Gas & Consumable Fuels)		71		3,651
Latch, Inc.* (Software)		467		332
Latham Group, Inc.* (Leisure Products)		185		596
Laureate Education, Inc.—Class A (Diversified Consumer Services)		577		5,551
Lawson Products, Inc.* (Trading Companies & Distributors)		21		774
La-Z-Boy, Inc. (Household Durables)		184		4,199
LCI Industries (Auto Components)		107		9,892
Leafly Holdings, Inc.* (Interactive Media & Services)		130		85
Legacy Housing Corp.* (Household Durables)		38		720
Legalzoom.com, Inc.* (Professional Services)		411		3,181
LeMaitre Vascular, Inc. (Health Care Equipment & Supplies)		83		3,820
Lemonade, Inc.* (Insurance)		202		2,763
LendingClub Corp.* (Consumer Finance)		447		3,934
LendingTree, Inc.* (Thrifts & Mortgage Finance)		45		960
Lexicon Pharmaceuticals, Inc.* (Biotechnology)		357		682
LGI Homes, Inc.* (Household Durables)		88		8,149
LHC Group, Inc.* (Health Care Providers & Services)		128		20,695
Liberty Energy, Inc. (Energy Equipment & Services)		598		9,574
Liberty Latin America, Ltd.*—Class A (Media)		164		1,235
Liberty Latin America, Ltd.*—Class C (Media)		628		4,773
Liberty Media Corp-Liberty Braves*—Class A (Entertainment)		43		1,405
Liberty Media Corp-Liberty Braves*—Class C (Entertainment)		162		5,221
Li-Cycle Holdings Corp.* (Commercial Services & Supplies)		587		2,794
Life Time Group Holdings, Inc.* (Hotels, Restaurants & Leisure)		181		2,165
Lifecore Biomedical, Inc.* (Food Products)		113		732
LifeStance Health Group, Inc.* (Health Care Providers & Services)		311		1,536
Lifetime Brands, Inc. (Household Durables)		55		417

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraSmall-Cap :: 361

Common Stocks, continued

	Shares		Value
Ligand Pharmaceuticals, Inc.* (Biotechnology)		65	$	4,342
Light & Wonder, Inc.* (Hotels, Restaurants & Leisure)		406		23,792
Lightning eMotors, Inc.* (Machinery)		170		62
Lightwave Logic, Inc.* (Electronic Equipment, Instruments & Components)		485		2,090
Limelight Networks, Inc.* (IT Services)		590		667
Lindblad Expeditions Holdings, Inc.* (Hotels, Restaurants & Leisure)		145		1,117
Lindsay Corp. (Machinery)		47		7,654
Lions Gate Entertainment Corp.*—Class A (Entertainment)		250		1,428
Lions Gate Entertainment Corp.*—Class B (Entertainment)		496		2,693
Liquidia Corp.* (Pharmaceuticals)		206		1,312
Liquidity Services, Inc.* (Internet & Direct Marketing Retail)		105		1,476
LivaNova PLC* (Health Care Equipment & Supplies)		231		12,830
Live Oak Bancshares, Inc. (Banks)		141		4,258
Livent Corp.* (Chemicals)		696		13,830
LivePerson, Inc.* (Software)		302		3,062
LiveRamp Holdings, Inc.* (IT Services)		284		6,657
LiveVox Holdings, Inc.* (Software)		98		291
LL Flooring Holdings, Inc.* (Specialty Retail)		123		691
Local Bounti Corp.*(a) (Food Products)		278		386
Lordstown Motors Corp.*—Class A (Automobiles)		757		863
Loyalty Ventures, Inc.* (Media)		86		207
LSB Industries, Inc.* (Chemicals)		317		4,216
LTC Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		172		6,111
Lulu's Fashion Lounge Holdings, Inc.* (Internet & Direct Marketing Retail)		72		181
Luminar Technologies, Inc.* (Auto Components)		1,078		5,336
Luther Burbank Corp. (Thrifts & Mortgage Finance)		64		711
Luxfer Holdings PLC (Machinery)		116		1,592
LXP Industrial Trust (Equity Real Estate Investment Trusts (REITs))		1,168		11,703
Lyell Immunopharma, Inc.* (Biotechnology)		743		2,578
M.D.C Holdings, Inc. (Household Durables)		245		7,742
M/I Homes, Inc.* (Household Durables)		114		5,265
Macatawa Bank Corp. (Banks)		113		1,246
MACOM Technology Solutions Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		217		13,667
MacroGenics, Inc.* (Biotechnology)		259		1,738
Madison Square Garden Entertainment Corp.* (Entertainment)		112		5,037
Madrigal Pharmaceuticals, Inc.* (Biotechnology)		54		15,674
Magnite, Inc.* (Media)		569		6,026
Magnolia Oil & Gas Corp. (Oil, Gas & Consumable Fuels)		749		17,564
Malibu Boats, Inc.* (Leisure Products)		87		4,637
MannKind Corp.* (Biotechnology)		1,094		5,765
Marathon Digital Holdings, Inc.*(a) (IT Services)		503		1,720
Marcus & Millichap, Inc. (Real Estate Management & Development)		108		3,721
Marine Products Corp. (Leisure Products)		36		424
MarineMax, Inc.* (Specialty Retail)		91		2,841
MarketWise, Inc.* (Capital Markets)		73		123
Markforged Holding Corp.* (Machinery)		488		566
Marqeta, Inc.*—Class A (IT Services)		1,864		11,388
Marten Transport, Ltd. (Road & Rail)		250		4,945
Masonite International Corp.* (Building Products)		96		7,739
MasterCraft Boat Holdings, Inc.* (Leisure Products)		76		1,966
Matador Resources Co. (Oil, Gas & Consumable Fuels)		484		27,704
Materion Corp. (Metals & Mining)		88		7,701
Mativ Holdings, Inc. (Paper & Forest Products)		234		4,891
Matson, Inc. (Marine)		160		10,001
Matterport, Inc.* (Software)		963		2,696
Matthews International Corp.—Class A (Commercial Services & Supplies)		128		3,896
Maxar Technologies, Inc. (Aerospace & Defense)		316		16,350
MaxCyte, Inc.* (Biotechnology)		373		2,037
MAXIMUS, Inc. (IT Services)		260		19,065
MaxLinear, Inc.*—Class A (Semiconductors & Semiconductor Equipment)		312		10,592
MBIA, Inc.* (Insurance)		207		2,660
McGrath RentCorp (Trading Companies & Distributors)		104		10,269
MediaAlpha, Inc.*—Class A (Interactive Media & Services)		106		1,055
Medifast, Inc. (Personal Products)		47		5,421
Medpace Holdings, Inc.* (Life Sciences Tools & Services)		109		23,152
MeiraGTx Holdings PLC* (Biotechnology)		129		841
Mercantile Bank Corp. (Banks)		67		2,243
Merchants Bancorp (Thrifts & Mortgage Finance)		68		1,654
Mercury General Corp. (Insurance)		115		3,933
Meridian Bioscience, Inc.* (Health Care Equipment & Supplies)		184		6,111
MeridianLink, Inc.* (Software)		98		1,346
Merit Medical Systems, Inc.* (Health Care Equipment & Supplies)		240		16,949
Meritage Homes Corp.* (Household Durables)		155		14,292
Mersana Therapeutics, Inc.* (Biotechnology)		398		2,332
Mesa Laboratories, Inc. (Health Care Equipment & Supplies)		21		3,490
Methode Electronics, Inc. (Electronic Equipment, Instruments & Components)		155		6,877
Metrocity Bankshares, Inc. (Banks)		80		1,730
Metropolitan Bank Holding Corp.* (Banks)		44		2,581
MFA Financial, Inc. (Mortgage Real Estate Investment Trusts (REITs))		441		4,344
MGE Energy, Inc. (Electric Utilities)		156		10,982
MGP Ingredients, Inc. (Beverages)		60		6,383
MicroStrategy, Inc.* (Software)		41		5,804
Microvast Holdings, Inc.* (Machinery)		740		1,132
MicroVision, Inc.* (Electronic Equipment, Instruments & Components)		711		1,671
Mid Penn Bancorp, Inc. (Banks)		62		1,858
Middlesex Water Co. (Water Utilities)		75		5,900
Midland States Bancorp, Inc. (Banks)		91		2,422
MidWestOne Financial Group, Inc. (Banks)		61		1,937
Miller Industries, Inc. (Machinery)		48		1,280
MillerKnoll, Inc. (Commercial Services & Supplies)		326		6,849
MiMedx Group, Inc.* (Biotechnology)		485		1,348

See accompanying notes to financial statements.

362 :: ProFund VP UltraSmall-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Minerals Technologies, Inc. (Chemicals)		139	$	8,440
Mirion Technologies, Inc.* (Electronic Equipment, Instruments & Components)		588		3,887
Mirum Pharmaceuticals, Inc.* (Biotechnology)		79		1,541
Mission Produce, Inc.* (Food Products)		173		2,010
Mitek System, Inc.* (Software)		181		1,754
Model N, Inc.* (Software)		157		6,368
Modine Manufacturing Co.* (Auto Components)		213		4,230
ModivCare, Inc.* (Health Care Providers & Services)		54		4,845
Moelis & Co. (Capital Markets)		274		10,513
Momentive Global, Inc.* (Software)		560		3,920
Momentus, Inc.*(a) (Aerospace & Defense)		241		188
Monarch Casino & Resort, Inc.* (Hotels, Restaurants & Leisure)		57		4,383
MoneyGram International, Inc.* (IT Services)		403		4,389
Moneylion, Inc.* (IT Services)		627		389
Monro, Inc. (Specialty Retail)		134		6,057
Montauk Renewables, Inc.* (Independent Power and Renewable Electricity Producers)		277		3,055
Monte Rosa Therapeutics, Inc.* (Biotechnology)		127		966
Montrose Environmental Group, Inc.* (Commercial Services & Supplies)		118		5,238
Moog, Inc.—Class A (Aerospace & Defense)		123		10,794
Morphic Holding, Inc.* (Biotechnology)		111		2,969
Motorcar Parts of America, Inc.* (Auto Components)		82		973
Movado Group, Inc. (Textiles, Apparel & Luxury Goods)		67		2,161
Mr. Cooper Group, Inc.* (Thrifts & Mortgage Finance)		297		11,919
MRC Global, Inc.* (Trading Companies & Distributors)		356		4,122
Mueller Industries, Inc. (Machinery)		240		14,160
Mueller Water Products, Inc.—Class A (Machinery)		670		7,209
Mullen Automotive, Inc.*(a) (Software)		1,419		406
Multiplan Corp.* (Health Care Technology)		1,622		1,865
Murphy Oil Corp. (Oil, Gas & Consumable Fuels)		633		27,225
Murphy USA, Inc. (Specialty Retail)		90		25,158
MVB Financial Corp. (Banks)		44		969
Myers Industries, Inc. (Containers & Packaging)		155		3,446
MYR Group, Inc.* (Construction & Engineering)		70		6,445
Myriad Genetics, Inc.* (Biotechnology)		342		4,962
N-able, Inc.* (Software)		293		3,012
Nabors Industries, Ltd.* (Energy Equipment & Services)		40		6,195
NACCO Industries, Inc.—Class A (Oil, Gas & Consumable Fuels)		17		646
NanoString Technologies, Inc.* (Life Sciences Tools & Services)		200		1,594
Nano-X Imaging, Ltd.* (Health Care Equipment & Supplies)		196		1,446
Napco Security Technologies, Inc.* (Electronic Equipment, Instruments & Components)		126		3,462
National Bank Holdings Corp. (Banks)		125		5,259
National Beverage Corp.* (Beverages)		101		4,700
National Energy Services Reunited Corp.* (Energy Equipment & Services)		164		1,138
National Health Investors, Inc. (Equity Real Estate Investment Trusts (REITs))		180		9,400
National Healthcare Corp. (Health Care Providers & Services)		54		3,213
National Presto Industries, Inc. (Aerospace & Defense)		21		1,438
National Research Corp. (Health Care Providers & Services)		60		2,238
National Vision Holdings, Inc.* (Specialty Retail)		337		13,062
National Western Life Group, Inc.—Class A (Insurance)		10		2,810
Natural Grocers by Vitamin Cottage, Inc. (Food & Staples Retailing)		40		366
Nature's Sunshine Products, Inc.* (Personal Products)		57		474
Nautilus Biotechnology, Inc.* (Life Sciences Tools & Services)		205		369
Navient Corp. (Consumer Finance)		458		7,534
NBT Bancorp, Inc. (Banks)		180		7,816
Nektar Therapeutics* (Pharmaceuticals)		779		1,761
Nelnet, Inc.—Class A (Consumer Finance)		63		5,717
NEOGAMES SA* (Hotels, Restaurants & Leisure)		56		683
Neogen Corp.* (Health Care Equipment & Supplies)		932		14,194
NeoGenomics, Inc.* (Life Sciences Tools & Services)		540		4,990
NerdWallet, Inc.*—Class A (Interactive Media & Services)		112		1,075
Nerdy, Inc.* (Diversified Consumer Services)		240		540
NETGEAR, Inc.* (Communications Equipment)		122		2,209
NetScout Systems, Inc.* (Communications Equipment)		296		9,623
NETSTREIT Corp. (Equity Real Estate Investment Trusts (REITs))		237		4,344
Nevro Corp.* (Health Care Equipment & Supplies)		150		5,940
New Jersey Resources Corp. (Gas Utilities)		413		20,494
New York Mortgage Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		1,589		4,068
Newmark Group, Inc. (Real Estate Management & Development)		580		4,623
Newpark Resources, Inc.* (Energy Equipment & Services)		370		1,536
Nexpoint Real Estate Finance, Inc. (Mortgage Real Estate Investment Trusts (REITs))		35		556
Nexpoint Residential Trust, Inc. (Equity Real Estate Investment Trusts (REITs))		98		4,265
NextDecade Corp.* (Oil, Gas & Consumable Fuels)		156		771
NextGen Healthcare, Inc.* (Health Care Technology)		243		4,564
NexTier Oilfield Solutions, Inc.* (Energy Equipment & Services)		754		6,967
NextNav, Inc.* (Software)		288		844
NGM Biopharmaceuticals, Inc.* (Pharmaceuticals)		174		873
NI Holdings, Inc.* (Insurance)		37		491
Nicolet Bankshares, Inc.* (Banks)		52		4,149
Nikola Corp.*(a) (Machinery)		1,455		3,143
Nkarta, Inc.* (Biotechnology)		141		845
NL Industries, Inc. (Commercial Services & Supplies)		36		245

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraSmall-Cap :: 363

Common Stocks, continued

	Shares		Value
nLight, Inc.* (Electronic Equipment, Instruments & Components)		190	$	1,927
NMI Holdings, Inc.*—Class A (Thrifts & Mortgage Finance)		352		7,357
Noble Corp. PLC* (Energy Equipment & Services)		362		13,651
Noodles & Co.* (Hotels, Restaurants & Leisure)		175		961
Nordic American Tankers, Ltd. (Oil, Gas & Consumable Fuels)		882		2,699
Northeast Bank (Banks)		28		1,179
Northern Oil And Gas, Inc. (Oil, Gas & Consumable Fuels)		283		8,722
Northfield Bancorp, Inc. (Thrifts & Mortgage Finance)		183		2,879
Northwest Bancshares, Inc. (Thrifts & Mortgage Finance)		521		7,284
Northwest Natural Holding Co. (Gas Utilities)		149		7,091
Northwest Pipe Co.* (Construction & Engineering)		42		1,415
NorthWestern Corp. (Multi-Utilities)		249		14,776
Novagold Resources, Inc.* (Metals & Mining)		1,027		6,141
Novanta, Inc.* (Electronic Equipment, Instruments & Components)		153		20,787
NOW, Inc.* (Trading Companies & Distributors)		474		6,020
Nu Skin Enterprises, Inc.—Class A (Personal Products)		211		8,896
Nurix Therapeutics, Inc.* (Biotechnology)		199		2,185
NuScale Power Corp.* (Electrical Equipment)		135		1,385
Nutex Health, Inc.* (Health Care Technology)		1,076		2,044
Nuvalent, Inc.*(a)—Class A (Biotechnology)		86		2,561
NuVasive, Inc.* (Health Care Equipment & Supplies)		225		9,279
Nuvation Bio, Inc.* (Pharmaceuticals)		500		960
NV5 Global, Inc.* (Construction & Engineering)		58		7,675
Oceaneering International, Inc.* (Energy Equipment & Services)		430		7,521
Oceanfirst Financial Corp. (Thrifts & Mortgage Finance)		249		5,291
Ocugen, Inc.* (Biotechnology)		933		1,213
Ocular Therapeutix, Inc.* (Pharmaceuticals)		331		930
Offerpad Solutions, Inc.*(a) (Real Estate Management & Development)		293		135
Office Properties Income Trust (Equity Real Estate Investment Trusts (REITs))		206		2,750
OFG Bancorp (Banks)		200		5,512
O-I Glass, Inc.* (Containers & Packaging)		669		11,086
Oil States International, Inc.* (Energy Equipment & Services)		270		2,014
Old National Bancorp (Banks)		1,259		22,637
Old Second Bancorp, Inc. (Banks)		181		2,903
Olo, Inc.*—Class A (Software)		386		2,413
Olympic Steel, Inc. (Metals & Mining)		42		1,410
Omega Flex, Inc. (Machinery)		14		1,306
OmniAb, Inc.* (Life Sciences Tools & Services)		332		1,195
Omnicell, Inc.* (Health Care Technology)		190		9,580
ON24, Inc.* (Software)		179		1,545
Ondas Holdings, Inc.*(a) (Communications Equipment)		153		243
ONE Gas, Inc. (Gas Utilities)		231		17,491
One Liberty Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		70		1,555
OneSpan, Inc.* (Software)		170		1,902
OneSpaWorld Holdings, Ltd.* (Diversified Consumer Services)		285		2,659
Onewater Marine, Inc.* (Specialty Retail)		49		1,401
Onto Innovation, Inc.* (Semiconductors & Semiconductor Equipment)		212		14,435
Ooma, Inc.* (Diversified Telecommunication Services)		98		1,335
Open Lending Corp.*—Class A (Capital Markets)		453		3,058
OPKO Health, Inc.* (Biotechnology)		1,734		2,168
Oportun Financial Corp.* (Consumer Finance)		121		667
Oppenheimer Holdings, Inc.—Class A (Capital Markets)		34		1,439
OppFi, Inc.*(a) (Consumer Finance)		59		121
OptimizeRx Corp.* (Health Care Technology)		72		1,210
Option Care Health, Inc.* (Health Care Providers & Services)		671		20,190
OraSure Technologies, Inc.* (Health Care Equipment & Supplies)		309		1,489
Orchid Island Capital, Inc.(a) (Mortgage Real Estate Investment Trusts (REITs))		145		1,523
Organogenesis Holdings, Inc.* (Biotechnology)		305		820
Origin Bancorp, Inc. (Banks)		97		3,560
Origin Materials, Inc.* (Chemicals)		452		2,084
Orion Engineered Carbons SA (Chemicals)		260		4,631
Orion Office REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		245		2,092
Ormat Technologies, Inc. (Independent Power and Renewable Electricity Producers)		211		18,248
Orrstown Financial Services, Inc. (Banks)		44		1,019
Orthofix Medical, Inc.* (Health Care Equipment & Supplies)		83		1,704
OrthoPediatrics Corp.* (Health Care Equipment & Supplies)		65		2,582
Oscar Health, Inc.*—Class A (Insurance)		518		1,274
OSI Systems, Inc.* (Electronic Equipment, Instruments & Components)		69		5,487
Otter Tail Corp. (Electric Utilities)		177		10,392
Ouster, Inc.* (Electronic Equipment, Instruments & Components)		623		538
Outbrain, Inc.* (Interactive Media & Services)		157		568
Outfront Media, Inc. (Equity Real Estate Investment Trusts (REITs))		629		10,429
Outlook Therapeutics, Inc.* (Biotechnology)		508		549
Outset Medical, Inc.* (Health Care Equipment & Supplies)		209		5,396
Overstock.com, Inc.* (Internet & Direct Marketing Retail)		182		3,524
Owens & Minor, Inc.* (Health Care Providers & Services)		317		6,191
Owlet, Inc.* (Health Care Equipment & Supplies)		70		39
Oxford Industries, Inc. (Textiles, Apparel & Luxury Goods)		65		6,057
P3 Health Partners, Inc.* (Health Care Providers & Services)		104		191
Pacific Biosciences of California, Inc.* (Life Sciences Tools & Services)		969		7,926
Pacific Premier Bancorp, Inc. (Banks)		403		12,719
Pacira BioSciences, Inc.* (Pharmaceuticals)		193		7,452
Pactiv Evergreen, Inc. (Containers & Packaging)		185		2,102
PagerDuty, Inc.* (Software)		372		9,880
Palomar Holdings, Inc.* (Insurance)		104		4,697

See accompanying notes to financial statements.

364 :: ProFund VP UltraSmall-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
PAM Transportation Services, Inc. (Road & Rail)		28	$	725
Papa John's International, Inc. (Hotels, Restaurants & Leisure)		140		11,523
Par Pacific Holdings, Inc.* (Oil, Gas & Consumable Fuels)		210		4,883
PAR Technology Corp.*(a) (Electronic Equipment, Instruments & Components)		114		2,972
Paragon 28, Inc.* (Health Care Equipment & Supplies)		198		3,784
Paramount Group, Inc. (Equity Real Estate Investment Trusts (REITs))		805		4,782
Pardes Biosciences, Inc.* (Biotechnology)		148		250
Park Aerospace Corp. (Aerospace & Defense)		84		1,126
Park National Corp. (Banks)		62		8,727
Parke Bancorp, Inc. (Banks)		43		892
Parsons Corp.* (Aerospace & Defense)		145		6,706
Party City Holdco, Inc.* (Specialty Retail)		468		171
Pathward Financial, Inc. (Thrifts & Mortgage Finance)		123		5,295
Patrick Industries, Inc. (Auto Components)		93		5,636
Patterson Cos., Inc. (Health Care Providers & Services)		375		10,511
Patterson-UTI Energy, Inc. (Energy Equipment & Services)		921		15,510
Paya Holdings, Inc.* (IT Services)		376		2,959
Payoneer Global, Inc.* (IT Services)		947		5,180
Paysafe, Ltd.* (IT Services)		122		1,695
PBF Energy, Inc.—Class A (Oil, Gas & Consumable Fuels)		422		17,209
PC Connection, Inc. (Electronic Equipment, Instruments & Components)		49		2,298
PCB Bancorp (Banks)		49		867
PDF Solutions, Inc.* (Semiconductors & Semiconductor Equipment)		129		3,679
Peabody Energy Corp.* (Oil, Gas & Consumable Fuels)		506		13,369
Peapack Gladstone Financial Corp. (Banks)		73		2,717
Pear Therapeutics, Inc.* (Health Care Technology)		294		347
Pebblebrook Hotel Trust (Equity Real Estate Investment Trusts (REITs))		558		7,472
Pediatrix Medical Group, Inc.* (Health Care Providers & Services)		351		5,216
Pennymac Financial Services, Inc. (Thrifts & Mortgage Finance)		115		6,516
PennyMac Mortgage Investment Trust (Mortgage Real Estate Investment Trusts (REITs))		381		4,721
Peoples Bancorp, Inc. (Banks)		119		3,362
Peoples Financial Services Corp. (Banks)		30		1,555
PepGen, Inc.* (Biotechnology)		65		869
Perdoceo Education Corp.* (Diversified Consumer Services)		289		4,017
Perella Weinberg Partners (Capital Markets)		158		1,548
Perficient, Inc.* (IT Services)		147		10,265
Perimeter Solutions SA* (Chemicals)		505		4,616
Permian Resources Corp. (Oil, Gas & Consumable Fuels)		893		8,394
Petiq, Inc.* (Health Care Providers & Services)		116		1,070
PetMed Express, Inc. (Internet & Direct Marketing Retail)		86		1,522
PFSweb, Inc. (IT Services)		72		443
PGT Innovations, Inc.* (Building Products)		248		4,454
Phathom Pharmaceuticals, Inc.* (Pharmaceuticals)		105		1,178
Phibro Animal Health Corp.—Class A (Pharmaceuticals)		87		1,167
Phillips Edison & Co., Inc. (Equity Real Estate Investment Trusts (REITs))		504		16,047
Photronics, Inc.* (Semiconductors & Semiconductor Equipment)		257		4,325
Phreesia, Inc.* (Health Care Technology)		212		6,860
Physicians Realty Trust (Equity Real Estate Investment Trusts (REITs))		979		14,166
Piedmont Lithium, Inc.* (Metals & Mining)		75		3,302
Piedmont Office Realty Trust, Inc.—Class A (Equity Real Estate Investment Trusts (REITs))		528		4,842
Pioneer Bancorp, Inc.* (Thrifts & Mortgage Finance)		49		559
Piper Sandler Cos. (Capital Markets)		75		9,764
Pitney Bowes, Inc. (Commercial Services & Supplies)		744		2,827
PJT Partners, Inc.—Class A (Capital Markets)		101		7,443
Planet Labs PBC* (Professional Services)		668		2,906
Playstudios, Inc.* (Entertainment)		340		1,319
Plexus Corp.* (Electronic Equipment, Instruments & Components)		118		12,146
Plymouth Industrial REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		162		3,107
PMV Pharmaceuticals, Inc.* (Pharmaceuticals)		158		1,375
PNM Resources, Inc. (Electric Utilities)		367		17,906
Point Biopharma Global, Inc.* (Biotechnology)		367		2,675
PolyMet Mining Corp.* (Metals & Mining)		126		334
Porch Group, Inc.* (Internet & Direct Marketing Retail)		351		660
Portillo's, Inc.*—Class A (Hotels, Restaurants & Leisure)		119		1,942
Portland General Electric Co. (Electric Utilities)		384		18,816
Poshmark, Inc.*—Class A (Internet & Direct Marketing Retail)		201		3,594
Postal Realty Trust, Inc.—Class A (Equity Real Estate Investment Trusts (REITs))		77		1,119
PotlatchDeltic Corp. (Equity Real Estate Investment Trusts (REITs))		342		15,045
Powell Industries, Inc. (Electrical Equipment)		40		1,407
Power Integrations, Inc. (Semiconductors & Semiconductor Equipment)		244		17,500
PowerSchool Holdings, Inc.* (Diversified Consumer Services)		196		4,524
PRA Group, Inc.* (Consumer Finance)		165		5,574
Praxis Precision Medicines, Inc.* (Biotechnology)		168		400
Precigen, Inc.* (Biotechnology)		433		658
Preferred Bank (Banks)		57		4,253
Preformed Line Products Co. (Electrical Equipment)		11		916
Premier Financial Corp. (Thrifts & Mortgage Finance)		152		4,099
Prestige Consumer Healthcare, Inc.* (Pharmaceuticals)		213		13,334
PriceSmart, Inc. (Food & Staples Retailing)		106		6,443
Prime Medicine, Inc.* (Biotechnology)		45		836
Primis Financial Corp. (Banks)		95		1,126
Primo Water Corp. (Beverages)		677		10,521

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraSmall-Cap :: 365

Common Stocks, continued

	Shares		Value
Primoris Services Corp. (Construction & Engineering)		228	$	5,002
Priority Technology Holdings, Inc.* (IT Services)		76		400
Privia Health Group, Inc.* (Health Care Providers & Services)		197		4,474
ProAssurance Corp. (Insurance)		232		4,053
PROCEPT BioRobotics Corp.* (Health Care Equipment & Supplies)		112		4,652
Professional Holding Corp.*—Class A (Banks)		56		1,553
ProFrac Holding Corp.*—Class A (Energy Equipment & Services)		100		2,520
PROG Holdings, Inc.* (Consumer Finance)		214		3,614
Progress Software Corp. (Software)		184		9,283
Progyny, Inc.* (Health Care Providers & Services)		324		10,093
Prometheus Biosciences, Inc.* (Biotechnology)		149		16,390
ProPetro Holding Corp.* (Energy Equipment & Services)		376		3,899
PROS Holdings, Inc.* (Software)		177		4,294
Protagonist Therapeutics, Inc.* (Biotechnology)		200		2,182
Proterra, Inc.* (Machinery)		960		3,619
Prothena Corp. PLC* (Biotechnology)		157		9,459
Proto Labs, Inc.* (Machinery)		116		2,961
Provention Bio, Inc.* (Pharmaceuticals)		271		2,864
Provident BanCorp, Inc. (Thrifts & Mortgage Finance)		62		451
Provident Financial Services, Inc. (Thrifts & Mortgage Finance)		314		6,707
PTC Therapeutics, Inc.* (Biotechnology)		302		11,527
PubMatic, Inc.*—Class A (Media)		185		2,370
Pulmonx Corp.* (Health Care Equipment & Supplies)		147		1,239
Pure Cycle Corp.* (Water Utilities)		83		870
PureCycle Technologies, Inc.* (Chemicals)		457		3,089
Purple Innovation, Inc.* (Household Durables)		235		1,126
Q2 Holdings, Inc.* (Software)		240		6,449
QCR Holdings, Inc. (Banks)		68		3,376
Quad/Graphics, Inc.* (Commercial Services & Supplies)		139		567
Quaker Chemical Corp. (Chemicals)		58		9,680
Qualys, Inc.* (Software)		166		18,629
Quanex Building Products Corp. (Building Products)		143		3,386
Quanterix Corp.* (Life Sciences Tools & Services)		146		2,022
Quantum-Si, Inc.* (Life Sciences Tools & Services)		392		717
QuinStreet, Inc.* (Interactive Media & Services)		217		3,114
Quotient Technology, Inc.* (Internet & Direct Marketing Retail)		389		1,334
Qurate Retail, Inc.*—Class A (Internet & Direct Marketing Retail)		1,503		2,450
R1 RCM, Inc.* (Health Care Providers & Services)		645		7,063
Rackspace Technology, Inc.* (IT Services)		247		729
Radian Group, Inc. (Thrifts & Mortgage Finance)		676		12,891
Radiant Logistics, Inc.* (Air Freight & Logistics)		159		809
Radius Global Infrastructure, Inc.*—Class A (Diversified Telecommunication Services)		329		3,889
RadNet, Inc.* (Health Care Providers & Services)		214		4,030
Rallybio Corp.* (Biotechnology)		79		519
Ramaco Resources, Inc. (Metals & Mining)		97		853
Rambus, Inc.* (Semiconductors & Semiconductor Equipment)		459		16,441
Ranger Oil Corp. (Oil, Gas & Consumable Fuels)		82		3,315
Ranpak Holdings Corp.* (Containers & Packaging)		187		1,079
Rapid7, Inc.* (Software)		253		8,597
RAPT Therapeutics, Inc.* (Biotechnology)		113		2,237
Rayonier Advanced Materials, Inc.* (Chemicals)		265		2,544
RBB Bancorp (Banks)		63		1,314
RBC Bearings, Inc.* (Machinery)		123		25,749
RCI Hospitality Holdings, Inc. (Hotels, Restaurants & Leisure)		37		3,448
RE/MAX Holdings, Inc. (Real Estate Management & Development)		76		1,417
Ready Capital Corp. (Mortgage Real Estate Investment Trusts (REITs))		308		3,431
Realogy Holdings Corp.* (Real Estate Management & Development)		461		2,946
Reata Pharmaceuticals, Inc.*—Class A (Pharmaceuticals)		119		4,521
Recursion Pharmaceuticals, Inc.*—Class A (Biotechnology)		587		4,526
Red River Bancshares, Inc. (Banks)		18		919
Red Rock Resorts, Inc.—Class A (Hotels, Restaurants & Leisure)		217		8,682
Red Violet, Inc.* (Professional Services)		42		967
Redfin Corp.* (Real Estate Management & Development)		456		1,933
Redwire Corp.* (Aerospace & Defense)		84		166
Redwood Trust, Inc. (Mortgage Real Estate Investment Trusts (REITs))		487		3,292
REGENXBIO, Inc.* (Biotechnology)		173		3,924
Regional Management Corp. (Consumer Finance)		33		927
Relay Therapeutics, Inc.* (Biotechnology)		366		5,468
Relmada Therapeutics, Inc.* (Pharmaceuticals)		117		408
Remitly Global, Inc.* (IT Services)		431		4,935
Renasant Corp. (Banks)		236		8,871
Rent the Runway, Inc.*—Class A (Internet & Direct Marketing Retail)		204		622
Rent-A-Center, Inc. (Specialty Retail)		214		4,826
Repay Holdings Corp.* (IT Services)		377		3,035
Replimune Group, Inc.* (Biotechnology)		175		4,760
Republic Bancorp, Inc.—Class A (Banks)		38		1,555
Republic First Bancorp, Inc.* (Banks)		242		520
Reservoir Media, Inc.* (Entertainment)		88		525
Resideo Technologies, Inc.* (Building Products)		621		10,215
Resolute Forest Products, Inc.* (Paper & Forest Products)		197		4,253
Resources Connection, Inc. (Professional Services)		138		2,536
Retail Opportunity Investments Corp. (Equity Real Estate Investment Trusts (REITs))		517		7,771
REV Group, Inc. (Machinery)		141		1,779
Revance Therapeutics, Inc.* (Pharmaceuticals)		347		6,406
REVOLUTION Medicines, Inc.* (Biotechnology)		323		7,694
Revolve Group, Inc.* (Internet & Direct Marketing Retail)		176		3,918
REX American Resources Corp.* (Oil, Gas & Consumable Fuels)		69		2,198
Ribbon Communications, Inc.* (Communications Equipment)		311		868
Rigel Pharmaceuticals, Inc.* (Biotechnology)		740		1,110

See accompanying notes to financial statements.

366 :: ProFund VP UltraSmall-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Rigetti Computing, Inc.* (Semiconductors & Semiconductor Equipment)		338	$	246
Riley Exploration Permian, Inc. (Oil, Gas & Consumable Fuels)		45		1,324
Rimini Street, Inc.* (Software)		212		808
Ring Energy, Inc.* (Oil, Gas & Consumable Fuels)		405		996
Riot Blockchain, Inc.*(a) (Software)		681		2,309
Rite Aid Corp.* (Food & Staples Retailing)		238		795
RLI Corp. (Insurance)		168		22,053
RLJ Lodging Trust (Equity Real Estate Investment Trusts (REITs))		689		7,297
Rocket Lab USA, Inc.* (Aerospace & Defense)		926		3,491
Rocket Pharmaceuticals, Inc.* (Biotechnology)		231		4,521
Rockley Photonics Holdings, Ltd.* (Semiconductors & Semiconductor Equipment)		451		63
Rocky Brands, Inc. (Textiles, Apparel & Luxury Goods)		30		709
Rogers Corp.* (Electronic Equipment, Instruments & Components)		81		9,667
Root, Inc.*—Class A (Insurance)		34		153
Rover Group, Inc.* (Diversified Consumer Services)		402		1,475
RPC, Inc. (Energy Equipment & Services)		319		2,836
RPT Realty (Equity Real Estate Investment Trusts (REITs))		363		3,645
RumbleON, Inc.*—Class B (Internet & Direct Marketing Retail)		45		291
Rush Enterprises, Inc.—Class A (Trading Companies & Distributors)		180		9,410
Rush Enterprises, Inc.—Class B (Trading Companies & Distributors)		28		1,576
Rush Street Interactive, Inc.* (Hotels, Restaurants & Leisure)		261		937
Ruth's Hospitality Group, Inc. (Hotels, Restaurants & Leisure)		136		2,105
RxSight, Inc.* (Health Care Equipment & Supplies)		88		1,115
Ryerson Holding Corp. (Metals & Mining)		83		2,512
Ryman Hospitality Properties, Inc.—Class I (Equity Real Estate Investment Trusts (REITs))		231		18,890
S&T Bancorp, Inc. (Banks)		168		5,742
Sabra Health Care REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		991		12,318
Sabre Corp.* (IT Services)		1,400		8,652
Safe Bulkers, Inc. (Marine)		307		893
Safehold, Inc. (Equity Real Estate Investment Trusts (REITs))		115		3,291
Safety Insurance Group, Inc. (Insurance)		61		5,140
Sage Therapeutics, Inc.* (Biotechnology)		224		8,543
Saia, Inc.* (Road & Rail)		114		23,904
Sally Beauty Holdings, Inc.* (Specialty Retail)		460		5,759
Sana Biotechnology, Inc.* (Biotechnology)		383		1,513
SandRidge Energy, Inc.* (Oil, Gas & Consumable Fuels)		137		2,333
Sandy Spring Bancorp, Inc. (Banks)		187		6,588
Sangamo Therapeutics, Inc.* (Biotechnology)		575		1,806
Sanmina Corp.* (Electronic Equipment, Instruments & Components)		245		14,036
Sapiens International Corp. N.V. (Software)		138		2,550
Sarcos Technology and Robotics Corp.* (Machinery)		470		264
Saul Centers, Inc. (Equity Real Estate Investment Trusts (REITs))		50		2,034
ScanSource, Inc.* (Electronic Equipment, Instruments & Components)		109		3,185
Schnitzer Steel Industries, Inc.—Class A (Metals & Mining)		109		3,341
Scholastic Corp. (Media)		127		5,011
Schrodinger, Inc.* (Health Care Technology)		232		4,336
Science 37 Holdings, Inc.* (Life Sciences Tools & Services)		270		112
Scorpio Tankers, Inc. (Oil, Gas & Consumable Fuels)		202		10,862
Sculptor Capital Management, Inc. (Capital Markets)		111		961
Seacoast Banking Corp. of Florida (Banks)		260		8,109
SeaSpine Holdings Corp.* (Health Care Equipment & Supplies)		153		1,278
SeaWorld Entertainment, Inc.* (Hotels, Restaurants & Leisure)		171		9,150
SecureWorks Corp.*—Class A (Software)		43		275
Seer, Inc.* (Life Sciences Tools & Services)		221		1,282
Select Energy Services, Inc. (Energy Equipment & Services)		307		2,837
Select Medical Holdings Corp. (Health Care Providers & Services)		447		11,099
Selective Insurance Group, Inc. (Insurance)		256		22,684
Selectquote, Inc.* (Insurance)		581		390
Sema4 Holdings Corp.* (Health Care Technology)		679		179
Semtech Corp.* (Semiconductors & Semiconductor Equipment)		272		7,804
Seneca Foods Corp.*—Class A (Food Products)		21		1,280
Senseonics Holdings, Inc.*(a) (Health Care Equipment & Supplies)		2,031		2,092
Sensient Technologies Corp. (Chemicals)		180		13,126
Seres Therapeutics, Inc.* (Biotechnology)		303		1,697
Service Properties Trust (Equity Real Estate Investment Trusts (REITs))		705		5,139
ServisFirst Bancshares, Inc. (Banks)		215		14,816
SFL Corp., Ltd. (Oil, Gas & Consumable Fuels)		493		4,545
Shake Shack, Inc.*—Class A (Hotels, Restaurants & Leisure)		161		6,686
Sharecare, Inc.* (Health Care Technology)		1,280		2,048
Shenandoah Telecommunications Co. (Wireless Telecommunication Services)		209		3,319
Shoals Technologies Group, Inc.*—Class A (Electrical Equipment)		593		14,629
Shockwave Medical, Inc.* (Health Care Equipment & Supplies)		153		31,458
Shoe Carnival, Inc. (Specialty Retail)		74		1,769
Shore Bancshares, Inc. (Banks)		76		1,325
ShotSpotter, Inc.* (Software)		39		1,319
Shutterstock, Inc. (Internet & Direct Marketing Retail)		103		5,430
SI-BONE, Inc.* (Health Care Equipment & Supplies)		147		1,999
Sierra Bancorp (Banks)		59		1,253
SIGA Technologies, Inc. (Pharmaceuticals)		203		1,494
Sight Sciences, Inc.* (Health Care Equipment & Supplies)		94		1,148

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraSmall-Cap :: 367

Common Stocks, continued

	Shares		Value
Signet Jewelers, Ltd. (Specialty Retail)		197	$	13,396
Silicon Laboratories, Inc.* (Semiconductors & Semiconductor Equipment)		142		19,266
Silk Road Medical, Inc.* (Health Care Equipment & Supplies)		161		8,509
SilverBow Resources, Inc.*(a) (Oil, Gas & Consumable Fuels)		50		1,414
Silvercrest Asset Management Group, Inc.—Class A (Capital Markets)		42		788
Silvergate Capital Corp.*—Class A (Banks)		135		2,349
Simmons First National Corp.—Class A (Banks)		522		11,265
Simpson Manufacturing Co., Inc. (Building Products)		183		16,225
Simulations Plus, Inc. (Health Care Technology)		68		2,487
Sinclair Broadcast Group, Inc.—Class A (Media)		173		2,683
Singular Genomics Systems, Inc.* (Life Sciences Tools & Services)		242		486
SiriusPoint, Ltd.* (Insurance)		396		2,336
SITE Centers Corp. (Equity Real Estate Investment Trusts (REITs))		836		11,420
SiTime Corp.* (Semiconductors & Semiconductor Equipment)		70		7,113
Sitio Royalties Corp.—Class A (Oil, Gas & Consumable Fuels)		305		8,799
SJW Group (Water Utilities)		116		9,418
Skillsoft Corp.* (Professional Services)		348		452
Skillz, Inc.* (Entertainment)		1,350		684
Skyline Champion Corp.* (Household Durables)		229		11,796
SkyWater Technology, Inc.* (Semiconductors & Semiconductor Equipment)		49		348
SkyWest, Inc.* (Airlines)		214		3,533
Sleep Number Corp.* (Specialty Retail)		92		2,390
SM Energy Co. (Oil, Gas & Consumable Fuels)		520		18,112
SMART Global Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		207		3,080
SmartFinancial, Inc. (Banks)		67		1,843
SmartRent, Inc.* (Electronic Equipment, Instruments & Components)		520		1,264
Smith & Wesson Brands, Inc. (Leisure Products)		195		1,693
Snap One Holdings Corp.* (Household Durables)		77		571
Solaris Oilfield Infrastructure, Inc. (Energy Equipment & Services)		136		1,350
SolarWinds Corp.* (IT Services)		208		1,947
Solid Power, Inc.* (Auto Components)		570		1,448
Solo Brands, Inc.*—Class A (Leisure Products)		95		353
SomaLogic, Inc.* (Life Sciences Tools & Services)		642		1,611
Sonder Holdings, Inc.* (Hotels, Restaurants & Leisure)		813		1,008
Sonic Automotive, Inc.—Class A (Specialty Retail)		77		3,794
Sonos, Inc.* (Household Durables)		547		9,244
Sorrento Therapeutics, Inc.* (Biotechnology)		1,980		1,754
South Jersey Industries, Inc. (Gas Utilities)		527		18,724
South Plains Financial, Inc. (Banks)		42		1,156
Southern First Bancshares, Inc.* (Banks)		33		1,510
Southern Missouri Bancorp, Inc. (Thrifts & Mortgage Finance)		34		1,558
Southside Bancshares, Inc. (Banks)		131		4,715
SouthState Corp. (Banks)		321		24,511
Southwest Gas Holdings, Inc. (Gas Utilities)		288		17,821
Sovos Brands, Inc.* (Food Products)		164		2,357
SP Plus Corp.* (Commercial Services & Supplies)		86		2,986
SpartanNash Co. (Food & Staples Retailing)		150		4,536
Spire Global, Inc.* (Technology Hardware, Storage & Peripherals)		538		516
Spire, Inc. (Gas Utilities)		219		15,080
Spirit Airlines, Inc. (Airlines)		468		9,117
Sportsman's Warehouse Holdings, Inc.* (Specialty Retail)		165		1,553
SpringWorks Therapeutics, Inc.* (Biotechnology)		154		4,006
Sprout Social, Inc.*—Class A (Software)		201		11,348
Sprouts Farmers Market, Inc.* (Food & Staples Retailing)		455		14,728
SPS Commerce, Inc.* (Software)		155		19,906
SPX Technologies, Inc.* (Machinery)		188		12,342
Squarespace, Inc.*—Class A (IT Services)		130		2,882
STAAR Surgical Co.* (Health Care Equipment & Supplies)		207		10,048
STAG Industrial, Inc. (Equity Real Estate Investment Trusts (REITs))		774		25,007
Stagwell, Inc.* (Media)		329		2,043
Standard Motor Products, Inc. (Auto Components)		86		2,993
Standex International Corp. (Machinery)		51		5,223
Steelcase, Inc.—Class A (Commercial Services & Supplies)		375		2,651
Stellar Bancorp, Inc. (Banks)		192		5,656
Stem, Inc.* (Electrical Equipment)		619		5,534
Stepan Co. (Chemicals)		92		9,794
StepStone Group, Inc.—Class A (Capital Markets)		234		5,892
Sterling Bancorp, Inc.* (Thrifts & Mortgage Finance)		74		451
Sterling Check Corp.* (Professional Services)		101		1,562
Sterling Construction Co., Inc.* (Construction & Engineering)		125		4,100
Steven Madden, Ltd. (Textiles, Apparel & Luxury Goods)		330		10,546
Stewart Information Services Corp. (Insurance)		115		4,914
Stitch Fix, Inc.*—Class A (Internet & Direct Marketing Retail)		359		1,116
Stock Yards Bancorp, Inc. (Banks)		123		7,993
Stoke Therapeutics, Inc.* (Biotechnology)		97		895
StoneCo, Ltd.*—Class A (IT Services)		1,190		11,233
Stoneridge, Inc.* (Auto Components)		114		2,458
StoneX Group, Inc.* (Capital Markets)		74		7,052
Strategic Education, Inc. (Diversified Consumer Services)		98		7,675
Stratus Properties, Inc. (Real Estate Management & Development)		25		482
Stride, Inc.* (Diversified Consumer Services)		175		5,474
Sturm Ruger & Co., Inc. (Leisure Products)		74		3,746
Summit Financial Group, Inc. (Banks)		48		1,195
Summit Hotel Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		450		3,249
Summit Materials, Inc.*—Class A (Construction Materials)		511		14,515
Sumo Logic, Inc.* (Software)		499		4,042
Sun Country Airlines Holdings, Inc.* (Airlines)		143		2,268
SunCoke Energy, Inc. (Metals & Mining)		358		3,090

See accompanying notes to financial statements.

368 :: ProFund VP UltraSmall-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Sunlight Financial Holdings, Inc.* (Consumer Finance)		102	$	132
Sunnova Energy International, Inc.* (Independent Power and Renewable Electricity Producers)		427		7,690
SunOpta, Inc.* (Food Products)		419		3,536
SunPower Corp.* (Semiconductors & Semiconductor Equipment)		350		6,311
Sunstone Hotel Investors, Inc. (Equity Real Estate Investment Trusts (REITs))		911		8,800
Super Micro Computer, Inc.* (Technology Hardware, Storage & Peripherals)		199		16,338
Superior Group of Cos., Inc. (Textiles, Apparel & Luxury Goods)		50		503
Supernus Pharmaceuticals, Inc.* (Pharmaceuticals)		212		7,562
Surgery Partners, Inc.* (Health Care Providers & Services)		214		5,962
Surmodics, Inc.* (Health Care Equipment & Supplies)		58		1,979
Sutro BioPharma, Inc.* (Biotechnology)		232		1,875
Sweetgreen, Inc.*—Class A (Hotels, Restaurants & Leisure)		380		3,257
SWK Holdings Corp.* (Diversified Financial Services)		15		265
Sylvamo Corp. (Paper & Forest Products)		153		7,435
Synaptics, Inc.* (Semiconductors & Semiconductor Equipment)		171		16,272
Syndax Pharmaceuticals, Inc.* (Biotechnology)		229		5,828
Tactile Systems Technology, Inc.* (Health Care Equipment & Supplies)		84		964
Talaris Therapeutics, Inc.* (Biotechnology)		98		100
Talos Energy, Inc.* (Oil, Gas & Consumable Fuels)		284		5,362
Tanger Factory Outlet Centers, Inc. (Equity Real Estate Investment Trusts (REITs))		435		7,804
Tango Therapeutics, Inc.* (Biotechnology)		201		1,457
Target Hospitality Corp.* (Hotels, Restaurants & Leisure)		125		1,893
Tarsus Pharmaceuticals, Inc.* (Pharmaceuticals)		79		1,158
Tattooed Chef, Inc.*(a) (Food Products)		210		258
Taylor Morrison Home Corp.* (Household Durables)		449		13,627
TechTarget, Inc.* (Media)		116		5,111
Teekay Corp.* (Oil, Gas & Consumable Fuels)		296		1,344
Teekay Tankers, Ltd.*—Class A (Oil, Gas & Consumable Fuels)		98		3,019
TEGNA, Inc. (Media)		957		20,278
Tejon Ranch Co.* (Real Estate Management & Development)		89		1,677
Telephone and Data Systems, Inc. (Wireless Telecommunication Services)		433		4,542
Tellurian, Inc.* (Oil, Gas & Consumable Fuels)		2,191		3,681
Telos Corp.* (Software)		231		1,176
Tenable Holdings, Inc.* (Software)		480		18,311
Tenaya Therapeutics, Inc.* (Biotechnology)		120		241
Tennant Co. (Machinery)		80		4,926
Tenon Medical, Inc.* (Health Care Equipment & Supplies)		33		52
Terawulf, Inc.*(a) (Software)		93		62
Terex Corp. (Machinery)		286		12,218
Terran Orbital Corp.* (Aerospace & Defense)		177		280
Terreno Realty Corp. (Equity Real Estate Investment Trusts (REITs))		319		18,141
TETRA Technologies, Inc.* (Energy Equipment & Services)		534		1,848
Texas Capital Bancshares, Inc.* (Banks)		214		12,906
Texas Roadhouse, Inc. (Hotels, Restaurants & Leisure)		288		26,194
Textainer Group Holdings, Ltd. (Trading Companies & Distributors)		186		5,768
TG Therapeutics, Inc.* (Biotechnology)		572		6,767
The Andersons, Inc. (Food & Staples Retailing)		138		4,829
The Arena Group Holdings, Inc.* (Interactive Media & Services)		49		520
The Bancorp, Inc.* (Banks)		235		6,669
The Bank of NT Butterfield & Son, Ltd. (Banks)		213		6,350
The Beachbody Co., Inc.* (Diversified Consumer Services)		449		236
The Beauty Health Co.* (Personal Products)		407		3,704
The Brink's Co. (Commercial Services & Supplies)		195		10,474
The Buckle, Inc. (Specialty Retail)		129		5,850
The Cato Corp.—Class A (Specialty Retail)		78		728
The Cheesecake Factory, Inc. (Hotels, Restaurants & Leisure)		209		6,627
The Chefs' Warehouse, Inc.* (Food & Staples Retailing)		147		4,892
The Children's Place, Inc.* (Specialty Retail)		54		1,967
The Container Store Group, Inc.* (Specialty Retail)		140		603
The Duckhorn Portfolio, Inc.* (Beverages)		180		2,983
The E.W. Scripps Co.*—Class A (Media)		251		3,311
The Ensign Group, Inc. (Health Care Providers & Services)		232		21,949
The First Bancorp, Inc. (Banks)		42		1,257
The First Bancshares, Inc. (Banks)		90		2,881
The First of Long Island Corp. (Banks)		95		1,710
The GEO Group, Inc.* (Equity Real Estate Investment Trusts (REITs))		508		5,563
The Goodyear Tire & Rubber Co.* (Auto Components)		1,205		12,231
The Gorman-Rupp Co. (Machinery)		98		2,511
The Greenbrier Cos., Inc. (Machinery)		137		4,594
The Hackett Group, Inc. (IT Services)		115		2,343
The Hain Celestial Group, Inc.* (Food Products)		384		6,213
The Honest Co., Inc.* (Personal Products)		282		849
The Joint Corp.* (Health Care Providers & Services)		60		839
The Lovesac Co.* (Household Durables)		60		1,321
The Macerich Co. (Equity Real Estate Investment Trusts (REITs))		925		10,416
The Manitowoc Co., Inc.* (Machinery)		149		1,365
The Marcus Corp. (Entertainment)		102		1,468
The Necessity Retail REIT, Inc. (Equity Real Estate Investment Trusts (REITs))		574		3,404
The ODP Corp.* (Specialty Retail)		172		7,833
The Oncology Institute, Inc.* (Health Care Providers & Services)		149		246
The ONE Group Hospitality, Inc.* (Hotels, Restaurants & Leisure)		96		605
The Pennant Group, Inc.* (Health Care Providers & Services)		111		1,219

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraSmall-Cap :: 369

Common Stocks, continued

	Shares		Value
The RealReal, Inc.* (Internet & Direct Marketing Retail)		379	$	474
The RMR Group, Inc.—Class A (Real Estate Management & Development)		66		1,865
The Shyft Group, Inc. (Machinery)		148		3,679
The Simply Good Foods Co.* (Food Products)		381		14,489
The St Joe Co. (Real Estate Management & Development)		148		5,720
The Vita Coco Co., Inc.*(a) (Beverages)		120		1,658
The York Water Co. (Water Utilities)		61		2,744
Theravance Biopharma, Inc.* (Pharmaceuticals)		280		3,142
Thermon Group Holdings, Inc.* (Electrical Equipment)		143		2,871
Theseus Pharmaceuticals, Inc.* (Pharmaceuticals)		73		364
Third Coast Bancshares, Inc.* (Banks)		55		1,014
Third Harmonic Bio, Inc.* (Pharmaceuticals)		55		237
Thorne HealthTech, Inc.* (Personal Products)		59		214
ThredUp, Inc.*—Class A (Internet & Direct Marketing Retail)		252		330
Thryv Holdings, Inc.* (Media)		109		2,071
Tidewater, Inc.* (Energy Equipment & Services)		200		7,370
Tile Shop Holdings, Inc.* (Specialty Retail)		133		583
Tilly's, Inc.*—Class A (Specialty Retail)		98		887
TimkenSteel Corp.* (Metals & Mining)		190		3,452
Tiptree, Inc. (Insurance)		106		1,467
Titan International, Inc.* (Machinery)		219		3,355
Titan Machinery, Inc.* (Trading Companies & Distributors)		87		3,457
Tompkins Financial Corp. (Banks)		60		4,655
Tootsie Roll Industries, Inc. (Food Products)		68		2,895
Topgolf Callaway Brands Corp.* (Leisure Products)		601		11,869
Torrid Holdings, Inc.* (Specialty Retail)		63		186
TowneBank (Banks)		289		8,913
TPG RE Finance Trust, Inc.—Class T (Mortgage Real Estate Investment Trusts (REITs))		296		2,010
TPI Composites, Inc.* (Electrical Equipment)		157		1,592
Traeger, Inc.* (Household Durables)		143		403
Transcat, Inc.* (Trading Companies & Distributors)		31		2,197
Transcontinental Realty Investors, Inc.* (Real Estate Management & Development)		6		265
TransMedics Group, Inc.* (Health Care Equipment & Supplies)		131		8,085
Transphorm, Inc.* (Semiconductors & Semiconductor Equipment)		97		528
TravelCenters of America, Inc.* (Specialty Retail)		54		2,418
Travere Therapeutics, Inc.* (Biotechnology)		265		5,573
Treace Medical Concepts, Inc.* (Health Care Equipment & Supplies)		144		3,311
Trean Insurance Group, Inc.* (Insurance)		96		576
Tredegar Corp. (Chemicals)		116		1,186
TreeHouse Foods, Inc.* (Food Products)		218		10,765
Tri Pointe Homes, Inc.* (Household Durables)		433		8,049
Tricida, Inc.* (Pharmaceuticals)		143		22
TriCo Bancshares (Banks)		134		6,833
TriMas Corp. (Containers & Packaging)		180		4,993
TriNet Group, Inc.* (Professional Services)		160		10,848
Trinity Industries, Inc. (Machinery)		352		10,409
Trinseo PLC (Chemicals)		150		3,407
Triton International, Ltd. (Trading Companies & Distributors)		250		17,194
Triumph Financial, Inc.* (Banks)		100		4,887
Triumph Group, Inc.* (Aerospace & Defense)		275		2,893
Tronox Holdings PLC—Class A (Chemicals)		503		6,896
TrueBlue, Inc.* (Professional Services)		138		2,702
TrueCar, Inc.* (Interactive Media & Services)		376		944
Trupanion, Inc.* (Insurance)		168		7,985
TrustCo Bank Corp. (Thrifts & Mortgage Finance)		81		3,045
Trustmark Corp. (Banks)		264		9,216
TTEC Holdings, Inc. (IT Services)		81		3,575
TTM Technologies, Inc.* (Electronic Equipment, Instruments & Components)		435		6,560
Tucows, Inc.* (IT Services)		42		1,425
Tupperware Brands Corp.* (Household Durables)		190		787
Turning Point Brands, Inc. (Tobacco)		64		1,384
Turtle Beach Corp.* (Technology Hardware, Storage & Peripherals)		67		480
TuSimple Holdings, Inc.*—Class A (Road & Rail)		601		986
Tutor Perini Corp.* (Construction & Engineering)		181		1,367
Twist Bioscience Corp.* (Biotechnology)		241		5,738
Two Harbors Investment Corp. (Mortgage Real Estate Investment Trusts (REITs))		372		5,866
Tyra Biosciences, Inc.*(a) (Biotechnology)		57		433
U.S. Cellular Corp.* (Wireless Telecommunication Services)		63		1,314
U.S. Lime & Minerals, Inc. (Construction Materials)		9		1,267
U.S. Physical Therapy, Inc. (Health Care Providers & Services)		55		4,457
U.S. Silica Holdings, Inc.* (Energy Equipment & Services)		318		3,975
Udemy, Inc.* (Diversified Consumer Services)		313		3,302
UFP Industries, Inc. (Building Products)		257		20,367
UFP Technologies, Inc.* (Health Care Equipment & Supplies)		29		3,419
Ultra Clean Holdings, Inc.* (Semiconductors & Semiconductor Equipment)		194		6,431
UMB Financial Corp. (Banks)		189		15,785
UMH Properties, Inc. (Equity Real Estate Investment Trusts (REITs))		218		3,510
Unifi, Inc.* (Textiles, Apparel & Luxury Goods)		62		534
UniFirst Corp. (Commercial Services & Supplies)		65		12,545
Unisys Corp.* (IT Services)		285		1,456
United Bankshares, Inc. (Banks)		561		22,715
United Community Banks, Inc. (Banks)		457		15,447
United Fire Group, Inc. (Insurance)		92		2,517
United Natural Foods, Inc.* (Food & Staples Retailing)		249		9,639
Uniti Group, Inc. (Equity Real Estate Investment Trusts (REITs))		1,019		5,635
Unitil Corp. (Multi-Utilities)		69		3,544
Unity Bancorp, Inc. (Banks)		30		820
Universal Corp. (Tobacco)		104		5,492
Universal Electronics, Inc.* (Household Durables)		51		1,061
Universal Health Realty Income Trust (Equity Real Estate Investment Trusts (REITs))		55		2,625
Universal Insurance Holdings, Inc. (Insurance)		111		1,175
Universal Logistics Holdings, Inc. (Road & Rail)		31		1,037

See accompanying notes to financial statements.

370 :: ProFund VP UltraSmall-Cap :: Financial Statements

Common Stocks, continued

	Shares		Value
Universal Technical Institute, Inc.* (Diversified Consumer Services)		143	$	961
Univest Financial Corp. (Banks)		124		3,240
Upland Software, Inc.* (Software)		126		898
Upwork, Inc.* (Professional Services)		521		5,439
Uranium Energy Corp.* (Oil, Gas & Consumable Fuels)		1,515		5,878
Urban Edge Properties (Equity Real Estate Investment Trusts (REITs))		491		6,918
Urban One, Inc.* (Media)		47		177
Urban One, Inc.* (Media)		35		159
Urban Outfitters, Inc.* (Specialty Retail)		274		6,535
Ur-Energy, Inc.* (Oil, Gas & Consumable Fuels)		899		1,034
Urstadt Biddle Properties, Inc.—Class A (Equity Real Estate Investment Trusts (REITs))		126		2,388
USANA Health Sciences, Inc.* (Personal Products)		48		2,554
USCB Financial Holdings, Inc.* (Banks)		46		561
UserTesting, Inc.* (Software)		206		1,547
Utah Medical Products, Inc. (Health Care Equipment & Supplies)		15		1,508
Utz Brands, Inc. (Food Products)		282		4,473
V2X, Inc.* (Aerospace & Defense)		51		2,106
VAALCO Energy, Inc. (Oil, Gas & Consumable Fuels)		456		2,079
Vacasa, Inc.*—Class A (Hotels, Restaurants & Leisure)		496		625
Valaris, Ltd.* (Energy Equipment & Services)		262		17,716
Valhi, Inc. (Chemicals)		11		242
Valley National Bancorp (Banks)		1,850		20,924
Value Line, Inc. (Capital Markets)		4		204
Vanda Pharmaceuticals, Inc.* (Biotechnology)		238		1,759
Varex Imaging Corp.* (Health Care Equipment & Supplies)		166		3,370
Varonis Systems, Inc.* (Software)		468		11,204
Vaxart, Inc.* (Biotechnology)		552		530
Vaxcyte, Inc.* (Pharmaceuticals)		308		14,769
VBI Vaccines, Inc.* (Biotechnology)		828		324
Vector Group, Ltd. (Tobacco)		617		7,318
Veeco Instruments, Inc.* (Semiconductors & Semiconductor Equipment)		217		4,032
Velo3D, Inc.* (Technology Hardware, Storage & Peripherals)		246		440
Velocity Financial, Inc.* (Thrifts & Mortgage Finance)		37		357
Velodyne Lidar, Inc.* (Electronic Equipment, Instruments & Components)		897		663
Ventyx Biosciences, Inc.* (Pharmaceuticals)		107		3,509
Vera Therapeutics, Inc.* (Biotechnology)		62		1,200
Veracyte, Inc.* (Biotechnology)		308		7,309
Veradigm, Inc.* (Health Care Technology)		462		8,150
Vericel Corp.* (Biotechnology)		203		5,347
Verint Systems, Inc.* (Software)		273		9,904
Veris Residential, Inc.* (Equity Real Estate Investment Trusts (REITs))		370		5,894
Veritex Holdings, Inc. (Banks)		226		6,346
Veritiv Corp. (Trading Companies & Distributors)		56		6,816
Veritone, Inc.* (Software)		134		710
Verra Mobility Corp.*—Class C (IT Services)		602		8,326
Vertex Energy, Inc.*(a) (Oil, Gas & Consumable Fuels)		233		1,445
Veru, Inc.* (Personal Products)		280		1,478
Verve Therapeutics, Inc.* (Biotechnology)		201		3,889
Via Renewables, Inc. (Multi-Utilities)		53		271
Viad Corp.* (Commercial Services & Supplies)		87		2,122
Viant Technology, Inc.*—Class A (Software)		62		249
Viavi Solutions, Inc.* (Communications Equipment)		977		10,267
Vicarious Surgical, Inc.* (Health Care Equipment & Supplies)		237		479
Vicor Corp.* (Electrical Equipment)		95		5,106
Victory Capital Holdings, Inc.—Class A (Capital Markets)		71		1,905
View, Inc.* (Building Products)		489		472
ViewRay, Inc.* (Health Care Equipment & Supplies)		636		2,849
Village Super Market, Inc.—Class A (Food & Staples Retailing)		37		862
Vimeo, Inc.* (Interactive Media & Services)		615		2,109
Vinco Ventures, Inc.* (Leisure Products)		1,008		468
Vintage Wine Estates, Inc.* (Beverages)		139		453
Vir Biotechnology, Inc.* (Biotechnology)		311		7,871
Virgin Galactic Holdings, Inc.* (Aerospace & Defense)		1,041		3,623
Viridian Therapeutics, Inc.* (Biotechnology)		162		4,732
Virtus Investment Partners, Inc. (Capital Markets)		30		5,743
Vishay Intertechnology, Inc. (Electronic Equipment, Instruments & Components)		558		12,036
Vishay Precision Group, Inc.* (Electronic Equipment, Instruments & Components)		53		2,048
Vista Outdoor, Inc.* (Leisure Products)		240		5,849
VistaGen Therapeutics, Inc.* (Biotechnology)		890		92
Visteon Corp.* (Auto Components)		119		15,568
Vital Farms, Inc.* (Food Products)		128		1,910
Vivid Seats, Inc.*—Class A (Internet & Direct Marketing Retail)		110		803
Vivint Smart Home, Inc.* (Diversified Consumer Services)		408		4,855
Vizio Holding Corp.*—Class A (Household Durables)		296		2,193
Volta, Inc.* (Specialty Retail)		531		189
VSE Corp. (Commercial Services & Supplies)		46		2,156
Vuzix Corp.* (Household Durables)		255		928
W&T Offshore, Inc.* (Oil, Gas & Consumable Fuels)		406		2,265
Wabash National Corp. (Machinery)		205		4,633
Walker & Dunlop, Inc. (Thrifts & Mortgage Finance)		132		10,359
Warby Parker, Inc.*—Class A (Specialty Retail)		358		4,829
Warrior Met Coal, Inc. (Metals & Mining)		221		7,655
Washington Federal, Inc. (Thrifts & Mortgage Finance)		278		9,327
Washington Trust Bancorp, Inc. (Banks)		73		3,444
Waterstone Financial, Inc. (Thrifts & Mortgage Finance)		82		1,414
Watts Water Technologies, Inc.—Class A (Machinery)		117		17,109
WD-40 Co. (Household Products)		59		9,511
Weatherford International PLC* (Energy Equipment & Services)		304		15,480
Weave Communications, Inc.* (Software)		136		623
Weber, Inc.(a)—Class A (Household Durables)		116		934

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraSmall-Cap :: 371

Common Stocks, continued

	Shares		Value
Weis Markets, Inc. (Food & Staples Retailing)		70	$	5,760
Wejo Group, Ltd.* (Interactive Media & Services)		246		118
Werner Enterprises, Inc. (Road & Rail)		272		10,951
WesBanco, Inc. (Banks)		245		9,060
WESCO International, Inc.* (Trading Companies & Distributors)		1		125
West Bancorp, Inc. (Banks)		70		1,789
Westamerica Bancorp (Banks)		112		6,609
Weyco Group, Inc. (Distributors)		25		529
Wheels Up Experience, Inc.* (Airlines)		693		714
Whitestone REIT (Equity Real Estate Investment Trusts (REITs))		201		1,938
Whole Earth Brands, Inc.* (Food Products)		174		708
WideOpenWest, Inc.* (Media)		230		2,095
Willdan Group, Inc.* (Professional Services)		49		875
Wingstop, Inc. (Hotels, Restaurants & Leisure)		128		17,615
Winmark Corp. (Specialty Retail)		13		3,066
Winnebago Industries, Inc. (Automobiles)		127		6,693
WisdomTree, Inc. (Capital Markets)		585		3,188
WM Technology, Inc.* (Software)		325		328
Wolverine World Wide, Inc. (Textiles, Apparel & Luxury Goods)		333		3,640
Workhorse Group, Inc.* (Automobiles)		656		997
Workiva, Inc.* (Software)		205		17,213
World Acceptance Corp.* (Consumer Finance)		16		1,055
World Fuel Services Corp. (Oil, Gas & Consumable Fuels)		264		7,215
Worthington Industries, Inc. (Metals & Mining)		135		6,711
WSFS Financial Corp. (Thrifts & Mortgage Finance)		264		11,970
WW International, Inc.* (Diversified Consumer Services)		232		896
Xencor, Inc.* (Biotechnology)		246		6,406
Xenia Hotels & Resorts, Inc. (Equity Real Estate Investment Trusts (REITs))		491		6,471
Xeris Biopharma Holdings, Inc.* (Pharmaceuticals)		569		757
Xerox Holdings Corp. (Technology Hardware, Storage & Peripherals)		491		7,169
Xometry, Inc.*—Class A (Internet & Direct Marketing Retail)		147		4,738
Xos, Inc.*(a) (Machinery)		242		107
XPEL, Inc.* (Auto Components)		93		5,586
Xperi, Inc.* (Software)		180		1,550
Xponential Fitness, Inc.*—Class A (Hotels, Restaurants & Leisure)		76		1,743
Yelp, Inc.* (Interactive Media & Services)		291		7,956
Yext, Inc.* (Software)		488		3,187
Y-mAbs Therapeutics, Inc.* (Biotechnology)		158		771
Zentalis Pharmaceuticals, Inc.* (Biotechnology)		202		4,068
Zeta Global Holdings Corp.*—Class A (Software)		477		3,897
Ziff Davis, Inc.* (Interactive Media & Services)		196		15,504
Zimvie, Inc.* (Health Care Equipment & Supplies)		89		831
ZipRecruiter, Inc.* (Interactive Media & Services)		313		5,139
Zumiez, Inc.* (Specialty Retail)		68		1,478
Zuora, Inc.*—Class A (Software)		534		3,396
Zurn Elkay Water Solutions Corp. (Building Products)		534		11,294
Zynex, Inc.(a) (Health Care Equipment & Supplies)		93		1,294
TOTAL COMMON STOCKS (Cost $7,775,065)				9,811,119

Right^(NM)

	Shares		Value
Zogenix, Inc., CVR*+(b) (Health Care)		284	$	193
TOTAL RIGHT (Cost $—)				193

Trust (0.0%)

	Interest Units		Value
Ferroglobe Representation and Warranty Insurance*+ (Metals & Mining)		510	$	—
TOTAL TRUST (Cost $—)				—

Repurchase Agreements^(c)(d) (20.1%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $2,526,168	$	2,525,000	$	2,525,000
TOTAL REPURCHASE AGREEMENTS (Cost $2,525,000)				2,525,000

Collateral for Securities Loaned^(e) (0.7%)

	Shares		Value
Invesco Government & Agency Portfolio—Institutional Shares, 4.23%(f)		86,649	$	86,649
TOTAL COLLATERAL FOR SECURITIES LOANED (Cost $86,649)				86,649
TOTAL INVESTMENT SECURITIES (Cost $10,386,714)—98.7%				12,422,961
Net other assets (liabilities)—1.3%				165,214
NET ASSETS—100.0%			$	12,588,175

*	Non-income producing security.
+	These securities were fair valued based on procedures approved by the Board of Trustees. As of December 31, 2022, these securities represented less than 0.005% of the net assets of the Fund.
(a)	All or part of this security was on loan as of December 31, 2022. The total value of securities on loan as of December 31, 2022 was $83,074.
(b)	On March 7, 2022, UCB SA acquired Zogenix Inc. As part of the acquisition, shareholders of Zogenix Inc. are entitled to a CVR per share of Zogenix Inc. held. The CVR has a potential cash payment of $2.00 upon EU approval by December 31, 2023, of FINTEPLA® as an orphan medicine for treatment of Lennox-Gastaut syndrome (LGS).
(c)	A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $2,278,000.
(d)	The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.
(e)	Securities were purchased with cash collateral held from securities on loan at December 31, 2022.
(f)	Rate periodically changes. Rate disclosed is the daily yield on December 31, 2022.
CVR	Contingent Value Rights

See accompanying notes to financial statements.

372 :: ProFund VP UltraSmall-Cap :: Financial Statements

Futures Contracts Purchased

	Number of Contracts		Expiration Date	Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Russell 2000 Mini Index Futures Contracts		16	3/20/23	$	1,416,720	$	(40,951	)

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
iShares Russell 2000 ETF	Goldman Sachs International	1/27/23		4.38	%	$	1,227,707	$	7,579
Russell 2000 Index	Goldman Sachs International	1/27/23		4.73	%		3,004,693		12,948
						$	4,232,400	$	20,527
iShares Russell 2000 ETF	UBS AG	1/27/23		4.13	%	$	1,960,064	$	12,140
Russell 2000 Index	UBS AG	1/27/23		4.33	%		7,705,469		53,390
						$	9,665,533	$	65,530
						$	13,897,933	$	86,057

⁽¹⁾  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾  Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

ProFund VP UltraSmall-Cap invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Aerospace & Defense	$	97,417		0.8	%
Air Freight & Logistics		42,460		0.3	%
Airlines		28,706		0.2	%
Auto Components		128,221		1.0	%
Automobiles		15,579		0.1	%
Banks		941,402		7.5	%
Beverages		61,706		0.5	%
Biotechnology		718,560		5.7	%
Building Products		126,111		1.0	%
Capital Markets		156,840		1.2	%
Chemicals		197,615		1.5	%
Commercial Services & Supplies		134,465		1.1	%
Communications Equipment		95,415		0.8	%
Construction & Engineering		159,257		1.3	%
Construction Materials		15,782		0.1	%
Consumer Discretionary Products		2,691		NM
Consumer Finance		59,258		0.5	%
Containers & Packaging		31,696		0.3	%
Distributors		2,024		NM
Diversified Consumer Services		101,111		0.8	%
Diversified Financial Services		28,608		0.2	%
Diversified Telecommunication Services		60,371		0.5	%
Electric Utilities		73,965		0.6	%
Electrical Equipment		133,722		1.1	%
Electronic Equipment, Instruments & Components		228,990		1.8	%
Energy Equipment & Services		216,247		1.7	%
Entertainment		26,794		0.2	%
Equity Real Estate Investment Trusts (REITs)		580,644		4.6	%
Food & Staples Retailing		59,367		0.5	%
Food Products		116,941		0.9	%
Gas Utilities		121,942		0.9	%
Health Care		193		NM
Health Care Equipment & Supplies		342,073		2.7	%
Health Care Providers & Services		252,921		2.0	%
Health Care Technology		95,841		0.8	%
Hotels, Restaurants & Leisure		233,390		1.9	%
Household Durables		155,742		1.2	%
Household Products		26,873		0.2	%
Independent Power and Renewable Electricity Producers		45,875		0.4	%
Industrial Conglomerates		2,104		NM
Insurance		207,827		1.7	%
Interactive Media & Services		61,632		0.5	%
Internet & Direct Marketing Retail		39,185		0.3	%
IT Services		207,746		1.7	%
Leisure Products		58,251		0.5	%
Life Sciences Tools & Services		70,763		0.6	%
Machinery		374,128		3.0	%
Marine		23,844		0.2	%
Media		86,939		0.7	%
Metals & Mining		155,371		1.2	%
Mortgage Real Estate Investment Trusts (REITs)		116,569		0.9	%
Multiline Retail		6,965		0.1	%
Multi-Utilities		52,271		0.4	%
Oil, Gas & Consumable Fuels		453,471		3.6	%
Paper & Forest Products		19,826		0.2	%
Personal Products		72,010		0.6	%
Pharmaceuticals		175,664		1.4	%
Professional Services		160,069		1.3	%
Real Estate Management & Development		60,665		0.5	%
Road & Rail		55,528		0.4	%

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraSmall-Cap :: 373

	Value		% of Net Assets
Semiconductors & Semiconductor Equipment	$	255,274		2.0	%
Software		438,489		3.4	%
Specialty Retail		220,770		1.8	%
Technology Hardware, Storage & Peripherals		38,279		0.3	%
Textiles, Apparel & Luxury Goods		66,362		0.5	%
Thrifts & Mortgage Finance		167,619		1.3	%
Tobacco		14,834		0.1	%
Trading Companies & Distributors		168,886		1.3	%
Water Utilities		50,624		0.4	%
Wireless Telecommunication Services		12,532		0.1	%
Other**		2,776,863		22.1	%
Total	$	12,588,175		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

^NM  Not meaningful, amount is less than 0.05%.

See accompanying notes to financial statements.

374 :: ProFund VP UltraSmall-Cap :: Financial Statements

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	10,386,714
Securities, at value(a)		9,897,961
Repurchase agreements, at value		2,525,000
Total Investment Securities, at value		12,422,961
Cash		36,300
Segregated cash balances for futures contracts with brokers		102,080
Segregated cash balances for swap agreements with custodian		994
Dividends and interest receivable		13,272
Unrealized appreciation on swap agreements		86,057
Receivable for capital shares issued		58,065
Receivable for investments sold		8,320
Prepaid expenses		56
TOTAL ASSETS		12,728,105
LIABILITIES:
Payable for collateral for securities loaned		86,649
Payable for capital shares redeemed		821
Payable for investments purchased		7,363
Variation margin on futures contracts		4,960
Advisory fees payable		5,830
Management services fees payable		777
Administration fees payable		1,210
Administrative services fees payable		6,790
Distribution fees payable		6,823
Transfer agency fees payable		2,141
Fund accounting fees payable		1,263
Compliance services fees payable		94
Other accrued expenses		15,209
TOTAL LIABILITIES		139,930
NET ASSETS	$	12,588,175
NET ASSETS CONSIST OF:
Capital	$	20,469,742
Total distributable earnings (loss)		(7,881,567	)
NET ASSETS	$	12,588,175
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		1,116,484
Net Asset Value (offering and redemption price per share)	$	11.27

^(a) Includes securities on loan valued at: $ 83,074

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	147,333
Interest		64,578
Foreign tax withholding		(153	)
Net income from securities lending		4,822
TOTAL INVESTMENT INCOME		216,580
EXPENSES:
Advisory fees		122,061
Management services fees		16,275
Administration fees		15,662
Transfer agency fees		13,287
Administrative services fees		42,323
Distribution fees		40,687
Custody fees		3,816
Fund accounting fees		15,685
Trustee fees		274
Compliance services fees		94
Other fees		27,887
Total Gross Expenses before reductions		298,051
Expenses reduced and reimbursed by the Advisor		(24,635	)
TOTAL NET EXPENSES		273,416
NET INVESTMENT INCOME (LOSS)		(56,836	)
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		(1,720,137	)
Net realized gains (losses) on futures contracts		(5,440	)
Net realized gains (losses) on swap agreements		(8,121,525	)
Change in net unrealized appreciation/depreciation on investment securities		(1,677,715	)
Change in net unrealized appreciation/depreciation on futures contracts		(40,951	)
Change in net unrealized appreciation/depreciation on swap agreements		387,681
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(11,178,087	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(11,234,923	)

See accompanying notes to financial statements.

Financial Statements :: ProFund VP UltraSmall-Cap :: 375

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	(56,836	)	$	(366,901	)
Net realized gains (losses) on investments		(9,847,102	)		3,978,902
Change in net unrealized appreciation/depreciation on investments		(1,330,985	)		435,573
Change in net assets resulting from operations		(11,234,923	)		4,047,574
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(3,563,574	)		(2,253,812	)
Change in net assets resulting from distributions		(3,563,574	)		(2,253,812	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		30,429,337			79,631,011
Distributions reinvested		3,563,574			2,244,959
Value of shares redeemed		(34,856,101	)		(76,528,092	)
Change in net assets resulting from capital transactions		(863,190	)		5,347,878
Change in net assets		(15,661,687	)		7,141,640
NET ASSETS:
Beginning of period		28,249,862			21,108,222
End of period	$	12,588,175		$	28,249,862
SHARE TRANSACTIONS:
Issued		1,967,289			2,859,816
Reinvested		271,614			92,461
Redeemed		(2,198,557	)		(2,785,608	)
Change in shares		40,346			166,669

See accompanying notes to financial statements.

376 :: ProFund VP UltraSmall-Cap :: Financial Highlights

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	26.25		$	23.21		$	23.72		$	16.10		$	28.59
Investment Activities:
Net investment income (loss)(a)		(0.05	)		(0.33	)		(0.15	)		0.01			(0.02	)
Net realized and unrealized gains (losses) on investments		(10.86	)		5.56			2.55			7.61			(4.67	)
Total income (loss) from investment activities		(10.91	)		5.23			2.40			7.62			(4.69	)
Distributions to Shareholders From:
Net investment income		—			—			(0.03	)		—			—
Net realized gains on investments		(4.07	)		(2.19	)		(2.88	)		—			(7.80	)
Total distributions		(4.07	)		(2.19	)		(2.91	)		—			(7.80	)
Net Asset Value, End of Period	$	11.27		$	26.25		$	23.21		$	23.72		$	16.10
Total Return(b)		(43.68	)%		23.30	%		16.39	%		47.33	%		(26.95	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.84	%		1.72	%		1.86	%		1.76	%		1.74	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		(0.35	)%		(1.20	)%		(0.91	)%		0.07	%		(0.09	)%
Supplemental Data:
Net assets, end of period (000's)	$	12,588		$	28,250		$	21,108		$	20,109		$	16,736
Portfolio turnover rate(c)		51	%		24	%		34	%		66	%		18	%

^(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

^(b)  Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.

^(c)  Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

Management Discussion of Fund Performance :: ProFund VP U.S. Government Plus :: 377

ProFund VP U.S. Government Plus (the "Fund") seeks daily investment results, before fees and expenses, that correspond to one and one-quarter times (1.25x) the daily movement of the most recently issued 30-Year U.S. Treasury Bond ( the "Long Bond") for a single day, not for any other period. A "single day" is measured from the time the Fund calculates its net asset value ("NAV") to the time of the Fund's next NAV calculation. The Fund does not seek to achieve its stated investment objective over a period of time greater than a single day. The return of the Fund for periods longer than a single day will be the result of its return for each day compounded over the period. The Fund's returns for periods longer than a single day will very likely differ in amount, and possibly even direction, from the Fund's stated multiple (1.25x) times the return of the Long Bond for the same period. For periods longer than a single day, the Fund will lose money if the Long Bond's performance is flat, and it is possible that the Fund will lose money even if the level of the Long Bond rises. For the year ended December 31, 2022, the Fund had a total return of -41.70%. For the same period, the Long Bond, as measured by the Ryan Labs Returns Treasury Yield Curve 30 Year Index¹, had a total return of -36.28%² and a volatility of 24.04%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to one and one-quarter times the daily price movement of the Long Bond.³ 

The Fund takes positions in financial instruments that, in combination, should have similar daily return characteristics as one and one-quarter times the daily price movement of the Long Bond. The Long Bond is the longest term outstanding 30-year bond issued by the U.S. Treasury. As of December 31, 2022, the most recent Long Bond carried a maturity date of 11/15/52 and a 4.00% coupon.

During the year ended December 31, 2022, the Fund invested in swap agreements and futures contracts in addition to investing directly in bonds in order to gain leveraged exposure to the Long Bond. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP U.S. Government Plus from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP U.S. Government Plus		-41.70	%		-6.07	%		-1.84	%
Ryan Labs Returns Treasury Yield Curve 30 Year Index		-36.28	%		-3.78	%		-0.36	%

Expense Ratios**

Fund	Gross			Net
ProFund VP U.S. Government Plus		1.39	%		1.38	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings

Market Exposure

Investment Type	% of Net Assets
U.S. Treasury Obligation		49	%
Futures Contracts		(29	)%
Swap Agreements		95	%
Total Exposure		115	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management. The "Market Exposure" of this fund as of December 31, 2022 was different from the stated investment objective due to timing of receipt of capital share activity.

Holdings

The ProFund VP U.S. Government Plus primarily invests in non-equity securities, which may include: swap agreements, futures contracts, repurchase agreements and U.S. Government securities.

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and NAV will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

¹  The Ryan Labs Returns Treasury Yield Curve 30 Year Index is an index that consists of public obligations of the U.S. Treasury consisting of a single security, the latest issued on-the-run 30-year U.S. Treasury Bond. This Index reflects both price return and yield. It does not reflect the impact of transaction costs nor the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees. It is not possible to invest directly in an index.

²  The Long Bond reflects a yield component. It does not reflect the impact of transaction and financing costs, nor the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees. The Fund's performance reflects a yield component, the impact of transaction and financing costs and the deduction of fees and expenses.

³  1.00 equals perfect correlation. This calculation is based on the daily total return of the Long Bond and the performance of the daily total return of the NAV per share of the Fund.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

378 :: ProFund VP U.S. Government Plus :: Financial Statements

Schedule of Portfolio Investments :: December 31, 2022

U.S. Treasury Obligation (49.3%)

	Principal Amount		Value
U.S. Treasury Bonds, 4.00%, 11/15/52	$	3,740,000	$	3,754,688
TOTAL U.S. TREASURY OBLIGATION (Cost $3,751,661)				3,754,688
Repurchase Agreements(a)(b) (70.9%)
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $5,401,497		5,399,000		5,399,000
TOTAL REPURCHASE AGREEMENTS (Cost $5,399,000)				5,399,000
TOTAL INVESTMENT SECURITIES (Cost $9,150,661)—120.2%				9,153,688
Net other assets (liabilities)—(20.2)%				(1,539,970	)
NET ASSETS—100.0%			$	7,613,718

^(a)  A portion of these securities were held in a segregated account for the benefit of swap counterparties in the event of default. At December 31, 2022, the aggregate amount held in a segregated account was $54,000.

^(b)  The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Futures Contracts Sold

	Number of Contracts	Expiration Date	Notional Amount			Value and Unrealized Appreciation/ (Depreciation)
30-Year U.S. Treasury Bond Futures Contracts	18	3/23/23	$	(2,244,375	)	$	(595	)

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
30-Year U.S. Treasury Bond, 4.00% due on 11/15/52	Citibank North America	1/16/23		4.45	%	$	4,397,202	$	(287,563	)
30-Year U.S. Treasury Bond, 4.00% due on 11/15/52	Societe' Generale	1/16/23		4.52	%		2,861,193		(259,374	)
						$	7,258,395	$	(546,937	)

⁽¹⁾  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾  Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

Financial Statements :: ProFund VP U.S. Government Plus :: 379

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	9,150,661
Securities, at value		3,754,688
Repurchase agreements, at value		5,399,000
Total Investment Securities, at value		9,153,688
Cash		82,863
Segregated cash balances for futures contracts with brokers		13,003
Segregated cash balances for swap agreements with custodian		235,081
Interest receivable		20,672
Receivable for capital shares issued		1,250
Prepaid expenses		34
TOTAL ASSETS		9,506,591
LIABILITIES:
Payable for capital shares redeemed		1,228,793
Unrealized depreciation on swap agreements		546,937
Variation margin on futures contracts		95,568
Advisory fees payable		3,123
Management services fees payable		625
Administration fees payable		763
Administrative services fees payable		3,223
Distribution fees payable		3,830
Transfer agency fees payable		1,271
Fund accounting fees payable		431
Compliance services fees payable		63
Other accrued expenses		8,246
TOTAL LIABILITIES		1,892,873
NET ASSETS	$	7,613,718
NET ASSETS CONSIST OF:
Capital	$	15,470,601
Total distributable earnings (loss)		(7,856,883	)
NET ASSETS	$	7,613,718
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		573,823
Net Asset Value (offering and redemption price per share)	$	13.27

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Interest	$	224,983
EXPENSES:
Advisory fees		52,558
Management services fees		10,512
Administration fees		9,953
Transfer agency fees		8,596
Administrative services fees		24,521
Distribution fees		26,279
Custody fees		1,685
Fund accounting fees		5,552
Trustee fees		178
Compliance services fees		63
Other fees		9,887
Total Gross Expenses before reductions		149,784
Expenses reduced and reimbursed by the Advisor		(4,722	)
TOTAL NET EXPENSES		145,062
NET INVESTMENT INCOME (LOSS)		79,921
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		(2,328,648	)
Net realized gains (losses) on futures contracts		(22,981	)
Net realized gains (losses) on swap agreements		(3,052,649	)
Change in net unrealized appreciation/depreciation on investment securities		(184,228	)
Change in net unrealized appreciation/depreciation on futures contracts		(595	)
Change in net unrealized appreciation/depreciation on swap agreements		(508,340	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(6,097,441	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(6,017,520	)

See accompanying notes to financial statements.

380 :: ProFund VP U.S. Government Plus :: Financial Statements

Statements of Changes in Net Assets  

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	79,921		$	(81,327	)
Net realized gains (losses) on investments		(5,404,278	)		(1,988,021	)
Change in net unrealized appreciation/depreciation on investments		(693,163	)		49,928
Change in net assets resulting from operations		(6,017,520	)		(2,019,420	)
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		—			(2,851,086	)
Change in net assets resulting from distributions		—			(2,851,086	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		20,691,258			25,088,789
Distributions reinvested		—			2,851,086
Value of shares redeemed		(22,274,802	)		(30,250,001	)
Change in net assets resulting from capital transactions		(1,583,544	)		(2,310,126	)
Change in net assets		(7,601,064	)		(7,180,632	)
NET ASSETS:
Beginning of period		15,214,782			22,395,414
End of period	$	7,613,718		$	15,214,782
SHARE TRANSACTIONS:
Issued		1,233,313			1,065,282
Reinvested		—			144,652
Redeemed		(1,328,040	)		(1,274,364	)
Change in shares		(94,727	)		(64,430	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP U.S. Government Plus :: 381

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	22.76		$	30.55		$	27.15		$	23.16		$	24.73
Investment Activities:
Net investment income (loss)(a)		0.13			(0.12	)		(0.25	)		0.22			0.21
Net realized and unrealized gains (losses) on investments		(9.62	)		(2.80	)		6.06			3.99			(1.57	)
Total income (loss) from investment activities		(9.49	)		(2.92	)		5.81			4.21			(1.36	)
Distributions to Shareholders From:
Net investment income		—			—			(0.02	)		(0.22	)		(0.21	)
Net realized gains on investments		—			(4.87	)		(2.39	)		—			—
Total distributions		—			(4.87	)		(2.41	)		(0.22	)		(0.21	)
Net Asset Value, End of Period	$	13.27		$	22.76		$	30.55		$	27.15		$	23.16
Total Return(b)		(41.70	)%		(7.08	)%		20.69	%		18.22	%		(5.42	)%
Ratios to Average Net Assets:
Gross expenses(b)		1.43	%		1.39	%		1.48	%		1.44	%		1.45	%
Net expenses(b)		1.38	%		1.38	%		1.38	%		1.38	%		1.38	%
Net investment income (loss)(b)		0.76	%		(0.49	)%		(0.75	)%		0.84	%		0.92	%
Supplemental Data:
Net assets, end of period (000's)	$	7,614		$	15,215		$	22,395		$	19,396		$	15,853
Portfolio turnover rate(c)		395	%		393	%		398	%		402	%		437	%

^(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

^(b)  Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.

^(c)  Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

382 :: ProFund VP Utilities :: Management Discussion of Fund Performance

ProFund VP Utilities (the "Fund") seeks investment results, before fees and expenses, that correspond to the performance of the Dow Jones U.S. Utilities^SM Index (the "Index"). For the year ended December 31, 2022, the Fund had a total return of -0.25%. For the same period, the Index had a return of 1.52%¹ and a volatility of 21.26%. For the year, the Fund achieved an average daily statistical correlation of over 0.99 to the daily performance of the Index.²

The Fund takes positions in financial instruments that, in combination, should have similar return characteristics as the return of the Index. The Index measures the performance of the utilities sector of the U.S. equity market. Component companies include, among others, electric utilities, gas utilities, and water utilities.

During the year ended December 31, 2022, the Fund invested in swap agreements in addition to investing directly in stocks in order to gain exposure to the Index. These derivatives generally tracked the performance of their underlying benchmark and were negatively impacted by financing costs associated with their use. The Fund entered into swap agreements with counterparties that the Fund's advisor determined to be major, global financial institutions. If a counterparty becomes insolvent or otherwise fails to perform on its obligations, the value of investments in the Fund may decline. The Fund has sought to mitigate this risk by generally requiring counterparties to post collateral for the benefit of the Fund, marked to market daily, in an amount approximately equal to the amount the counterparty owed to the Fund, subject to certain minimum thresholds.

Value of a $10,000 Investment at Net Asset Value*

 

* The line graph represents the historical performance of a hypothetical investment of $10,000 in the ProFund VP Utilities from December 31, 2012 to December 31, 2022, assuming the reinvestment of distributions.

Average Annual Total Return as of 12/31/22

Fund	One Year			Five Year			Ten Year
ProFund VP Utilities		-0.25	%		7.27	%		9.21	%
Dow Jones U.S. UtilitiesSM Index		1.52	%		9.09	%		11.09	%
S&P 500®		-18.11	%		9.42	%		12.56	%

Expense Ratios**

Fund	Gross			Net
ProFund VP Utilities		1.69	%		1.68	%

** Reflects the expense ratio as reported in the Prospectus dated May 1, 2022. Contractual fee waivers are in effect through April 30, 2023. See Financial Highlights for effective expense ratios.

Allocation of Portfolio Holdings & Index Composition

Market Exposure

Investment Type	% of Net Assets
Equity Securities		98	%
Swap Agreements		2	%
Total Exposure		100	%

"Market Exposure" includes the value of total investments (including the contract value of any derivatives) and excludes any instruments used for cash management.

Largest Equity Holdings

Company	% of Net Assets
NextEra Energy, Inc.		14.6	%
Duke Energy Corp.		7.0	%
The Southern Co.		6.8	%
Dominion Energy, Inc.		4.5	%
American Electric Power Co., Inc.		4.3	%

Dow Jones U.S. Utilities^SM Index – Composition

	% of Index
Electric Utilities		62	%
Multi-Utilities		27	%
Gas Utilities		4	%
Water Utilities		4	%
Independent Power and Renewable Electricity Producers		3	%

Past performance does not guarantee future results. Return calculations assume the reinvestment of distributions and do not reflect taxes that a shareholder would pay on Fund distributions or on the redemption of Fund shares. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value ("NAV") will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. The performance above reflects any fee reductions during the applicable periods. If such fee reductions had not occurred, the quoted performance would be lower. Performance numbers are net of all Fund fees and expenses but do not include any insurance, sales, or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower. To obtain performance current to the most recent month-end, please call toll-free 888-776-3637.

1	The graph and table reflect the theoretical reinvestment of dividends on securities in the Indexes. The impact of transaction costs and the deduction of fees and expenses associated with a mutual fund, such as investment management and accounting fees, are not reflected in calculations of the Indexes. The Fund's performance reflects the reinvestment of dividends as well as the impact of transaction costs and the deduction of fees and expenses. It is not possible to invest directly in an index.
2	1.00 equals perfect correlation. This calculation is based on the daily total return of the Index and the performance of the daily total return of the NAV per share of the Fund.
3	The S&P 500® is an unmanaged index that consists of the common stocks of 500 major U.S. corporations selected for their size and the frequency and ease with which their stocks trade.

The above information is not covered by the Report of the Independent Registered Public Accounting Firm.

Financial Statements :: ProFund VP Utilities :: 383

Schedule of Portfolio Investments :: December 31, 2022

Common Stocks (97.6%)

	Shares		Value
ALLETE, Inc. (Electric Utilities)		1,955	$	126,117
Alliant Energy Corp. (Electric Utilities)		8,584		473,923
Ameren Corp. (Multi-Utilities)		8,841		786,142
American Electric Power Co., Inc. (Electric Utilities)		17,568		1,668,082
American Water Works Co., Inc. (Water Utilities)		6,218		947,748
Atmos Energy Corp. (Gas Utilities)		4,784		536,144
Avangrid, Inc. (Electric Utilities)		2,380		102,292
Avista Corp. (Multi-Utilities)		2,523		111,870
Black Hills Corp. (Multi-Utilities)		2,226		156,577
CenterPoint Energy, Inc. (Multi-Utilities)		21,529		645,655
Clearway Energy, Inc.—Class A (Independent Power and Renewable Electricity Producers)		1,183		35,395
Clearway Energy, Inc.—Class C (Independent Power and Renewable Electricity Producers)		2,811		89,587
CMS Energy Corp. (Multi-Utilities)		9,929		628,804
Consolidated Edison, Inc. (Multi-Utilities)		12,136		1,156,682
Constellation Energy Corp. (Electric Utilities)		11,187		964,431
Dominion Energy, Inc. (Multi-Utilities)		28,501		1,747,680
DTE Energy Co. (Multi-Utilities)		6,626		778,754
Duke Energy Corp. (Electric Utilities)		26,335		2,712,241
Edison International (Electric Utilities)		13,059		830,814
Entergy Corp. (Electric Utilities)		6,959		782,888
Essential Utilities, Inc. (Water Utilities)		8,163		389,620
Evergy, Inc. (Electric Utilities)		7,850		494,001
Eversource Energy (Electric Utilities)		11,916		999,037
Exelon Corp. (Electric Utilities)		33,988		1,469,301
FirstEnergy Corp. (Electric Utilities)		18,582		779,329
Hawaiian Electric Industries, Inc. (Electric Utilities)		3,744		156,686
IDACORP, Inc. (Electric Utilities)		1,729		186,473
National Fuel Gas Co. (Gas Utilities)		3,128		198,002
New Jersey Resources Corp. (Gas Utilities)		3,291		163,299
NextEra Energy, Inc. (Electric Utilities)		67,974		5,682,625
NiSource, Inc. (Multi-Utilities)		13,894		380,973
NorthWestern Corp. (Multi-Utilities)		1,976		117,256
NRG Energy, Inc. (Electric Utilities)		7,879		250,710
ONE Gas, Inc. (Gas Utilities)		1,852		140,233
PG&E Corp.* (Electric Utilities)		55,060		895,276
Pinnacle West Capital Corp. (Electric Utilities)		3,869		294,199
PNM Resources, Inc. (Electric Utilities)		2,935		143,199
Portland General Electric Co. (Electric Utilities)		3,053		149,597
PPL Corp. (Electric Utilities)		25,176		735,643
Public Service Enterprise Group, Inc. (Multi-Utilities)		17,065		1,045,573
Sempra Energy (Multi-Utilities)		10,750		1,661,305
Southwest Gas Holdings, Inc. (Gas Utilities)		2,110		130,567
Spire, Inc. (Gas Utilities)		1,795		123,604
The AES Corp. (Independent Power and Renewable Electricity Producers)		22,843		656,965
The Southern Co. (Electric Utilities)		37,236		2,659,022
UGI Corp. (Gas Utilities)		7,160		265,421
Vistra Corp. (Independent Power and Renewable Electricity Producers)		12,787		296,658
WEC Energy Group, Inc. (Multi-Utilities)		10,791		1,011,764
Xcel Energy, Inc. (Electric Utilities)		18,715		1,312,109
TOTAL COMMON STOCKS (Cost $19,261,030)				38,070,273

Repurchase Agreements^(a) (0.9%)

	Principal Amount		Value
Repurchase Agreements with various counterparties, rates 3.90%–4.20%, dated 12/30/22, due 1/3/23, total to be received $354,164	$	354,000	$	354,000
TOTAL REPURCHASE AGREEMENTS (Cost $354,000)				354,000
TOTAL INVESTMENT SECURITIES (Cost $19,615,030)—98.5%				38,424,273
Net other assets (liabilities)—1.5%				593,704
NET ASSETS—100.0%			$	39,017,977

* Non-income producing security.

^(a)  The ProFund VP invests in Repurchase Agreements jointly with other funds in the Trust. See "Repurchase Agreements" under Note 2 in the Notes to Financial Statements to view the details of each individual agreement and counterparty as well as a description of the securities subject to repurchase.

Total Return Swap Agreements—Long

Underlying Instrument	Counterparty	Termination Date(1)	Rate Paid (Received)(2)			Notional Amount		Value and Unrealized Appreciation/ (Depreciation)
Dow Jones U.S. Utilities Index	Goldman Sachs International	1/23/23		4.93	%	$	688,821	$	(728	)

⁽¹⁾  Agreements may be terminated at will by either party without penalty. Payment is due at termination/maturity.

⁽²⁾  Reflects the floating financing rate, as of December 31, 2022, on the notional amount of the swap agreement paid to the counterparty or received from the counterparty, excluding any commissions. This amount is included as part of the unrealized appreciation/(depreciation).

See accompanying notes to financial statements.

384 :: ProFund VP Utilities :: Financial Statements

ProFund VP Utilities invested in the following industries as of December 31, 2022:

	Value		% of Net Assets
Electric Utilities	$	23,867,995		61.2	%
Gas Utilities		1,557,270		4.0	%
Independent Power and Renewable Electricity Producers		1,078,605		2.8	%
Multi-Utilities		10,229,035		26.2	%
Water Utilities		1,337,368		3.4	%
Other**		947,704		2.4	%
Total	$	39,017,977		100.0	%

** Includes any non-equity securities and net other assets (liabilities), which includes any receivable for capital shares issued and payable for capital shares redeemed.

See accompanying notes to financial statements.

Financial Statements :: ProFund VP Utilities :: 385

Statement of Assets and Liabilities
December 31, 2022

ASSETS:
Total Investment Securities, at cost	$	19,615,030
Securities, at value		38,070,273
Repurchase agreements, at value		354,000
Total Investment Securities, at value		38,424,273
Cash		890
Segregated cash balances for swap agreements with custodian		220,000
Dividends and interest receivable		52,666
Receivable for capital shares issued		429,883
Prepaid expenses		95
TOTAL ASSETS		39,127,807
LIABILITIES:
Payable for capital shares redeemed		6,554
Unrealized depreciation on swap agreements		728
Advisory fees payable		24,294
Management services fees payable		3,239
Administration fees payable		3,582
Administrative services fees payable		16,073
Distribution fees payable		17,243
Transfer agency fees payable		6,039
Fund accounting fees payable		2,036
Compliance services fees payable		289
Other accrued expenses		29,753
TOTAL LIABILITIES		109,830
NET ASSETS	$	39,017,977
NET ASSETS CONSIST OF:
Capital	$	22,799,979
Total distributable earnings (loss)		16,217,998
NET ASSETS	$	39,017,977
Shares of Beneficial Interest Outstanding (unlimited number of shares authorized, no par value)		940,160
Net Asset Value (offering and redemption price per share)	$	41.50

Statement of Operations
For the Year Ended December 31, 2022

INVESTMENT INCOME:
Dividends	$	1,016,661
Interest		9,809
TOTAL INVESTMENT INCOME		1,026,470
EXPENSES:
Advisory fees		287,939
Management services fees		38,392
Administration fees		36,280
Transfer agency fees		32,348
Administrative services fees		96,749
Distribution fees		95,980
Custody fees		3,712
Fund accounting fees		21,052
Trustee fees		620
Compliance services fees		300
Other fees		44,658
Total Gross Expenses before reductions		658,030
Expenses reduced and reimbursed by the Advisor		(13,047	)
TOTAL NET EXPENSES		644,983
NET INVESTMENT INCOME (LOSS)		381,487
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS:
Net realized gains (losses) on investment securities		(1,014,645	)
Net realized gains (losses) on swap agreements		49,151
Change in net unrealized appreciation/depreciation on investment securities		(248,826	)
Change in net unrealized appreciation/depreciation on swap agreements		(18,943	)
NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS		(1,233,263	)
CHANGE IN NET ASSETS RESULTING FROM OPERATIONS	$	(851,776	)

See accompanying notes to financial statements.

386 :: ProFund VP Utilities :: Financial Statements

Statements of Changes in Net Assets

	Year Ended December 31, 2022			Year Ended December 31, 2021
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
Net investment income (loss)	$	381,487		$	422,114
Net realized gains (losses) on investments		(965,494	)		1,417,391
Change in net unrealized appreciation/depreciation on investments		(267,769	)		2,707,291
Change in net assets resulting from operations		(851,776	)		4,546,796
DISTRIBUTIONS TO SHAREHOLDERS:
Total distributions		(817,438	)		(492,932	)
Change in net assets resulting from distributions		(817,438	)		(492,932	)
CAPITAL TRANSACTIONS:
Proceeds from shares issued		39,032,890			19,019,213
Distributions reinvested		817,438			492,932
Value of shares redeemed		(33,938,589	)		(21,333,281	)
Change in net assets resulting from capital transactions		5,911,739			(1,821,136	)
Change in net assets		4,242,525			2,232,728
NET ASSETS:
Beginning of period		34,775,452			32,542,724
End of period	$	39,017,977		$	34,775,452
SHARE TRANSACTIONS:
Issued		924,990			486,801
Reinvested		19,547			13,016
Redeemed		(823,184	)		(551,908	)
Change in shares		121,353			(52,091	)

See accompanying notes to financial statements.

Financial Highlights :: ProFund VP Utilities :: 387

ProFunds Financial Highlights FOR THE PERIODS INDICATED

Selected data for a share of beneficial interest outstanding throughout the periods indicated.

	Year Ended Dec. 31, 2022			Year Ended Dec. 31, 2021			Year Ended Dec. 31, 2020			Year Ended Dec. 31, 2019			Year Ended Dec. 31, 2018
Net Asset Value, Beginning of Period	$	42.47		$	37.37		$	50.44		$	44.33		$	45.65
Investment Activities:
Net investment income (loss)(a)		0.41			0.51			0.57			0.67			0.79
Net realized and unrealized gains (losses) on investments		(0.51	)		5.18			(2.39	)		9.18			0.39
Total income (loss) from investment activities		(0.10	)		5.69			(1.82	)		9.85			1.18
Distributions to Shareholders From:
Net investment income		(0.42	)		(0.59	)		(0.75	)		(0.79	)		(1.00	)
Net realized gains on investments		(0.45	)		—			(10.50	)		(2.95	)		(1.50	)
Total distributions		(0.87	)		(0.59	)		(11.25	)		(3.74	)		(2.50	)
Net Asset Value, End of Period	$	41.50		$	42.47		$	37.37		$	50.44		$	44.33
Total Return(b)		(0.25	)%		15.41	%		(2.40	)%		22.88	%		2.89	%
Ratios to Average Net Assets:
Gross expenses(b)		1.71	%		1.69	%		1.75	%		1.74	%		1.79	%
Net expenses(b)		1.68	%		1.68	%		1.68	%		1.68	%		1.68	%
Net investment income (loss)(b)		0.99	%		1.31	%		1.31	%		1.38	%		1.78	%
Supplemental Data:
Net assets, end of period (000's)	$	39,018		$	34,775		$	32,543		$	44,276		$	40,952
Portfolio turnover rate(c)		29	%		24	%		50	%		209	%		108	%

^(a)  Per share net investment income (loss) has been calculated using the average daily shares method.

^(b)  Does not reflect the fees and expenses associated with the separate account that invests in the Fund or any variable annuity or variable insurance contract for which the Fund serves as an investment option.

^(c)  Portfolio turnover rate is calculated without regard to instruments having a maturity of less than one year from acquisition or derivative instruments (including swap agreements and futures contracts). The portfolio turnover rate can be high and volatile due to the amount and timing of sales and purchases of fund shares during the period.

See accompanying notes to financial statements.

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Notes to Financial Statements

390 :: Notes to Financial Statements :: December 31, 2022

1. Organization

ProFunds (the "Trust") consists of 117 separate investment portfolios and is registered as an open-end management investment company under the Investment Company Act of 1940 (the "1940 Act") and thus follows accounting and reporting guidance for investment companies. The Trust is organized as a Delaware statutory trust and is authorized to issue an unlimited number of shares of beneficial interest of no par value which may be issued in more than one class or series.

These accompanying financial statements relate to the following portfolios of the Trust included in this report (collectively, the "ProFunds VP" and individually, a "ProFund VP"):

Classic ProFunds VP:

ProFund VP Asia 30

ProFund VP Bull

ProFund VP Dow 30

ProFund VP Emerging Markets

ProFund VP Europe 30

ProFund VP International

ProFund VP Japan

ProFund VP Large-Cap Growth

ProFund VP Large-Cap Value

ProFund VP Mid-Cap

ProFund VP Mid-Cap Growth

ProFund VP Mid-Cap Value

ProFund VP Nasdaq-100

ProFund VP Small-Cap

ProFund VP Small-Cap Growth

ProFund VP Small-Cap Value

Ultra ProFunds VP:

ProFund VP UltraBull

ProFund VP UltraMid-Cap

ProFund VP UltraNasdaq-100

ProFund VP UltraSmall-Cap

Inverse ProFunds VP:

ProFund VP Bear

ProFund VP Short Dow 30

ProFund VP Short Emerging Markets

ProFund VP Short International

ProFund VP Short Mid-Cap

ProFund VP Short Nasdaq-100

ProFund VP Short Small-Cap

ProFund VP UltraShort Dow 30

ProFund VP UltraShort Nasdaq-100

Sector ProFunds VP:

ProFund VP Banks

ProFund VP Basic Materials

ProFund VP Biotechnology

ProFund VP Consumer Goods

ProFund VP Consumer Services

ProFund VP Financials

ProFund VP Health Care

ProFund VP Industrials

ProFund VP Internet

ProFund VP Oil & Gas

ProFund VP Pharmaceuticals

ProFund VP Precious Metals

ProFund VP Real Estate

ProFund VP Semiconductor

ProFund VP Technology

ProFund VP Telecommunications

ProFund VP Utilities

Non-Equity ProFunds VP:

ProFund Access VP High Yield

ProFund VP Falling U.S. Dollar

ProFund VP Rising Rates Opportunity

ProFund VP U.S. Government Plus

Money Market ProFund VP:

ProFund VP Government Money Market

The ProFunds VP, excluding ProFund VP Government Money Market, are referred to as the "non-money market ProFunds VP." Each non-money market ProFund VP, other than ProFund VP Consumer Services, ProFund VP Europe 30, ProFund VP Industrials, ProFund VP Large-Cap Growth, ProFund VP Large-Cap Value, ProFund VP Mid-Cap Growth, ProFund VP Mid-Cap Value, ProFund VP Real Estate, ProFund VP Small-Cap Growth, ProFund VP Small-Cap Value, and ProFund VP Utilities, is classified as non-diversified under the 1940 Act. Each ProFund VP has one class of shares.

Under the Trust's organizational documents, its Officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Trust. In addition, in the normal course of business, the Trust enters into contracts with its vendors and others that provide for general indemnifications. The Trust and ProFunds VP's maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the ProFunds VP.

December 31, 2022 :: Notes to Financial Statements :: 391

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by each ProFund VP in the preparation of its financial statements. These policies are in conformity with U.S. generally accepted accounting principles ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The actual results could differ from those estimates.

Investment Valuation

The ProFunds VP record their investments at fair value. Fair value is defined 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 valuation techniques used to determine fair value are further described in Note 3.

Repurchase Agreements

Each ProFund VP may enter into repurchase agreements with financial institutions in pursuit of its investment objective, as "cover" for the investment techniques it employs, or for liquidity purposes. Repurchase agreements are primarily used by the ProFunds VP as short-term investments for cash positions. Under a repurchase agreement, a ProFund VP purchases a debt security and simultaneously agrees to sell the security back to the seller at a mutually agreed-upon future price and date, normally one business day. The resale price is typically greater than the purchase price, reflecting an agreed-upon market interest rate during the purchaser's holding period. While the maturities of the underlying securities in repurchase transactions may be more than one year, the term of each repurchase agreement will always be less than one year.

The ProFunds VP follow certain procedures designed to minimize the risks inherent in such agreements. These procedures include effecting repurchase transactions generally with major, global financial institutions whose creditworthiness is continuously monitored by ProFund Advisors LLC (the "Advisor"). In addition, the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest earned on the repurchase agreement. ProFunds within the Trust invest in repurchase agreements jointly. Each ProFund VP, therefore, holds a pro rata share of the collateral and interest income based upon the dollar amount of the repurchase agreements entered into by each ProFund VP. The collateral underlying the repurchase agreement is held by the ProFund VP's custodian. In the event of a default or bankruptcy by a selling financial institution, a ProFund VP will seek to liquidate such collateral which could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the ProFund VP could suffer a loss. A ProFund VP also may experience difficulties and incur certain costs in exercising its rights to the collateral and may lose the interest the ProFund VP expected to receive under the repurchase agreement. Repurchase agreements usually are for short periods, such as one week or less, but may be longer. It is the current policy of the ProFunds VP not to invest in repurchase agreements that do not mature within seven days if any such investment, together with any other illiquid assets held by the ProFund VP, amounts to more than 15% of the ProFund VP's total net assets. The investments of each of the ProFunds VP in repurchase agreements at times may be substantial when, in the view of the Advisor, liquidity, investment, regulatory, or other considerations so warrant. During periods of high demand for repurchase agreements, the ProFunds VP may be unable to invest available cash in these instruments to the extent desired by the Advisor.

Information concerning the counterparties, value of, collateralization and amounts due under repurchase agreement transactions may be found in the table below.

As of December 31, 2022, the ProFunds VP had undivided interest in joint repurchase agreements with the following counterparties, for the time periods and rates indicated. Amounts shown in the table below represent principal amount, cost and value for each respective repurchase agreement.

Fund Name	Canadian Imperial Bank of Canada 3.95% dated 12/30/22, due 1/3/23(1)		Credit Agricole CIB, 4.20% dated 12/30/22, due 1/3/23(2)		HSBC Securities (USA), Inc., 3.90% dated 12/30/22, due 1/3/23(3)		RBC Capital Markets, LLC, 4.17% dated 12/30/22, due 1/3/23(4)		Societe Generale, 4.20% dated 12/30/22, due 1/3/23(5)		UMB Bank N.A., 4.20% dated 12/30/22, due 1/3/23(6)
ProFund Access VP High Yield	$	392,000	$	2,129,000	$	490,000	$	1,383,000	$	2,825,000	$	302,000
ProFund VP Asia 30		—		—		—		—		1,000		2,000
ProFund VP Banks		6,000		33,000		7,000		22,000		45,000		7,000
ProFund VP Basic Materials		3,000		18,000		4,000		11,000		24,000		4,000
ProFund VP Bear		215,000		1,170,000		269,000		759,000		1,553,000		173,000
ProFund VP Biotechnology		71,000		385,000		88,000		250,000		511,000		57,000
ProFund VP Bull		711,000		3,864,000		889,000		2,510,000		5,129,000		552,000
ProFund VP Consumer Goods		6,000		34,000		7,000		22,000		45,000		8,000
ProFund VP Dow 30		13,000		75,000		17,000		48,000		100,000		17,000
ProFund VP Emerging Markets		140,000		768,000		176,000		498,000		1,019,000		115,000

392 :: Notes to Financial Statements :: December 31, 2022

Fund Name	Canadian Imperial Bank of Canada 3.95% dated 12/30/22, due 1/3/23(1)		Credit Agricole CIB, 4.20% dated 12/30/22, due 1/3/23(2)		HSBC Securities (USA), Inc., 3.90% dated 12/30/22, due 1/3/23(3)		RBC Capital Markets, LLC, 4.17% dated 12/30/22, due 1/3/23(4)		Societe Generale, 4.20% dated 12/30/22, due 1/3/23(5)		UMB Bank N.A., 4.20% dated 12/30/22, due 1/3/23(6)
ProFund VP Falling U.S. Dollar	$	25,000	$	142,000	$	32,000	$	91,000	$	187,000	$	25,000
ProFund VP Financials		12,000		66,000		15,000		43,000		88,000		12,000
ProFund VP Government Money Market		1,181,000		6,411,000		1,477,000		4,166,000		8,509,000		906,000
ProFund VP Health Care		24,000		133,000		30,000		87,000		177,000		22,000
ProFund VP Industrials		16,000		88,000		20,000		57,000		117,000		14,000
ProFund VP International		654,000		3,559,000		819,000		2,311,000		4,724,000		511,000
ProFund VP Internet		10,000		57,000		13,000		37,000		76,000		10,000
ProFund VP Japan		374,000		2,032,000		468,000		1,320,000		2,697,000		290,000
ProFund VP Large-Cap Growth		—		3,000		—		2,000		4,000		3,000
ProFund VP Large-Cap Value		—		1,000		—		1,000		2,000		3,000
ProFund VP Mid-Cap		519,000		2,815,000		648,000		1,829,000		3,736,000		403,000
ProFund VP Nasdaq-100		443,000		2,408,000		554,000		1,565,000		3,196,000		346,000
ProFund VP Oil & Gas		68,000		369,000		85,000		240,000		491,000		54,000
ProFund VP Pharmaceuticals		—		2,000		—		1,000		3,000		3,000
ProFund VP Precious Metals		1,336,000		7,259,000		1,671,000		4,715,000		9,633,000		1,032,000
ProFund VP Real Estate		4,000		24,000		5,000		16,000		33,000		6,000
ProFund VP Rising Rates Opportunity		769,000		4,183,000		963,000		2,718,000		5,553,000		599,000
ProFund VP Semiconductor		2,000		11,000		2,000		7,000		15,000		4,000
ProFund VP Short Dow 30		—		1,000		—		—		2,000		4,000
ProFund VP Short Emerging Markets		44,000		241,000		55,000		156,000		321,000		40,000
ProFund VP Short International		154,000		845,000		194,000		549,000		1,124,000		128,000
ProFund VP Short Mid-Cap		4,000		25,000		5,000		15,000		32,000		9,000
ProFund VP Short Nasdaq-100		869,000		4,721,000		1,086,000		3,067,000		6,266,000		675,000
ProFund VP Short Small-Cap		161,000		878,000		201,000		570,000		1,166,000		130,000
ProFund VP Small-Cap		169,000		923,000		212,000		599,000		1,226,000		138,000
ProFund VP Small-Cap Value		2,000		11,000		2,000		7,000		15,000		5,000
ProFund VP Technology		3,000		16,000		3,000		11,000		22,000		5,000
ProFund VP Telecommunications		1,000		6,000		1,000		4,000		9,000		3,000
ProFund VP UltraBull		116,000		641,000		146,000		416,000		851,000		100,000
ProFund VP UltraMid-Cap		130,000		711,000		162,000		462,000		944,000		108,000
ProFund VP UltraNasdaq-100		758,000		4,123,000		948,000		2,678,000		5,472,000		591,000
ProFund VP UltraShort Dow 30		—		1,000		—		—		1,000		2,000
ProFund VP UltraShort Nasdaq-100		795,000		4,319,000		994,000		2,807,000		5,733,000		617,000
ProFund VP UltraSmall-Cap		129,000		712,000		163,000		462,000		947,000		112,000
ProFund VP U.S. Government Plus		280,000		1,528,000		351,000		992,000		2,028,000		220,000
ProFund VP Utilities		18,000		100,000		23,000		65,000		132,000		16,000
	$	10,627,000	$	57,841,000	$	13,295,000	$	37,569,000	$	76,784,000	$	8,383,000

Each repurchase agreement was fully collateralized by U.S. government securities as of December 31, 2022 as follows:

⁽¹⁾  U.S. Treasury Notes, 2.50%, due 3/31/27, total value $10,843,339.

⁽²⁾  U.S. Treasury Inflation-Protected Securities (TIPS), 0.25% to 0.375%, due 1/15/25 to 7/15/27, which had an aggregate value of $59,047,071.

⁽³⁾  U.S. Treasury Separate Trading of Registered Interest and Principal of Securities (STRIPS), effective yield or interest rate in effect at December 31, 2022, 3.853%, due 5/15/50, total value $13,562,309.

⁽⁴⁾  U.S. Treasury Inflation-Protected Securities (TIPS), 0.125% to 0.25%, due 1/15/25 to 1/15/32, which had an aggregate value of $38,325,092.

⁽⁵⁾  U.S. Treasury Bonds, 2.75% to 3.25%, due 5/15/42 to 11/15/42, which had an aggregate value of $78,323,667.

⁽⁶⁾  U.S. Treasury Notes, 0.25%, due 3/15/24, total value $8,554,613.

Investments in Other Investment Companies

Each non money-market ProFund VP may invest in other investment companies, including exchange-traded funds ("ETFs") and unit investment trusts ("UITs"), to the extent that such an investment would be consistent with the requirements of the 1940 Act. If the ProFund VP invests in, and thus, is a shareholder of, another investment company, the ProFund VP's shareholders will indirectly bear the ProFund VP's proportionate share of the fees and expenses paid by such other investment company, including advisory fees, in addition to both the management fees payable directly by the ProFund VP to the ProFund VP's own investment adviser and the other expenses that the ProFund VP bears directly in connection with the ProFund VP's own operations. Because most ETFs are investment companies, absent exemptive relief or reliance on an applicable exemptive statute or rule, the ProFund VP's investments in such investment companies generally would be limited under applicable federal statutory provisions. Those provisions typically restrict the ProFund VP's investment in the shares of another investment company to up to 5% of its assets

December 31, 2022 :: Notes to Financial Statements :: 393

(which may represent no more than 3% of the securities of such other investment company) and limit aggregate investments in all investment companies to 10% of assets. The ProFund VP may invest in certain ETFs in excess of the statutory limit in reliance on an exemptive order issued by the SEC to those entities or pursuant to statutory or exemptive relief and pursuant to procedures approved by the Board provided that the ProFund VP complies with the conditions of the exemptive relief, as they may be amended from time to time, and any other applicable investment limitations.

Depositary Receipts

Each ProFund VP, other than the ProFund VP Government Money Market, may invest in American Depositary Receipts ("ADRs"), New York Shares ("NYSs") and Global Depositary Receipts ("GDRs"). ADRs represent the right to receive securities of foreign issuers deposited in a bank or corresponding bank. ADRs are an alternative to purchasing the underlying securities in their national markets and currencies. For many foreign securities, U.S. dollar-denominated ADRs, which are traded in the United States on exchanges or over-the-counter ("OTC"), are issued by domestic banks. NYSs (or "direct shares") are foreign stocks denominated in U.S. dollars that trade on American exchanges without being converted to ADRs. GDRs are receipts for shares in a foreign-based corporation traded in capital markets around the world.

The ProFunds VP may invest in both sponsored and unsponsored depositary receipts. Certain depositary receipts, typically those designated as "unsponsored", require the holders thereof to bear most of the costs of such facilities, while issuers of "sponsored" facilities normally pay more of the cost thereof. The depositary of an unsponsored facility frequently is under no obligation to distribute shareholder communications received from the issuer of the deposited securities or to pass through the voting rights to facility holders with respect to the deposited securities, whereas the depository of a sponsored facility typically distributes shareholder communications and passes through the voting rights.

Real Estate Investment Trusts

Each non-money market ProFund VP (other than the Non-Equity ProFunds VP) may invest in real estate investment trusts ("REITs") which report information on the source of their distributions annually. Equity REITs invest primarily in real property while mortgage REITs invest in constructions, development and long-term mortgage loans. Their value may be affected by changes in the value of the underlying property of the REITs, the creditworthiness of the issuer, property taxes, interest rates, and tax regulatory requirements, such as those relating to the environment. REITs are dependent upon management skill, are not diversified and are subject to heavy cash flow dependency, default by borrowers, self-liquidation, the possibility of failing to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986, as amended, and the possibility of failing to maintain exempt status under the 1940 Act. Certain distributions received from REITs during the year are recorded as realized gains or return of capital when such information becomes known.

Derivative Instruments

In seeking to achieve each ProFund VP's investment objective, the Advisor uses a mathematical approach to investing. Using this approach, the Advisor determines the type, quantity and mix of investment positions. Certain ProFunds VP may obtain investment exposure through derivative instruments such as futures contracts, forward currency contracts and swap agreements, that a ProFund VP should hold to approximate the daily performance, inverse performance, or multiple thereof, as applicable, of its benchmark. All derivative instruments held during the year ended December 31, 2022, were utilized to gain exposure or inverse exposure to each ProFund VP's benchmark (e.g., index, etc.) to meet its investment objective.

The ProFund Access VP High Yield maintains exposure to the high yield market (i.e., U.S. corporate high yield debt market), regardless of market conditions. This means ProFund Access VP High Yield does not adopt defensive positions in cash or other instruments in anticipation of an adverse market climate. The ProFund Access VP High Yield invests primarily in derivatives, money market instruments, and U.S. Treasury obligations that the Advisor believes, in combination, should provide investment results that correspond to the high yield market. During the year ended December 31, 2022, the ProFund Access VP High Yield held credit default swap agreements for credit exposure to the high yield market and futures contracts and/or treasury notes for interest rate exposure to meet the ProFund Access VP High Yield's investment objective.

Each non-money market ProFund VP, other than the Classic ProFunds VP, the Sector ProFunds VP and the ProFund VP Falling U.S. Dollar, does not seek to achieve its investment objective over a period of time greater than a single day.

All open derivative positions at year end are reflected on each respective ProFund VP's Schedule of Portfolio Investments. The volume associated with derivative positions varies on a daily basis as each ProFund VP transacts in derivative contracts in order to achieve the appropriate exposure, as expressed in notional amount (contract value for forward currency contracts), in comparison to net assets consistent with each ProFund VP's investment objective.

Certain ProFunds VP utilized a varying level of derivative instruments in conjunction with the investment securities to meet their investment objective during the year ended December 31, 2022. With the exception of the ProFunds VP listed below, the notional amount of open derivative positions relative to each ProFund VP's net assets at year end is generally representative of the notional amount of open positions to net assets throughout the year. The volume associated with futures contracts in the ProFund VP U.S. Government Plus was 2% based on average monthly notional amounts in comparison to net assets during the year ended December 31, 2022. The volume associated with swap agreements in the ProFund VP Banks, ProFund VP UltraSmall-Cap, and ProFund VP U.S. Government was 8%, 126%, and 77%, respectively, based on average monthly notional amounts in comparison to net assets during the year ended December 31, 2022.

In connection with its management of certain series of the Trust included in this report (ProFund VP UltraShort Dow 30 and ProFund VP UltraShort Nasdaq-100 (the "Commodity Pools")), the Advisor is registered as a commodity pool operator (a "CPO") and the Commodity Pools are commodity pools under the Commodity Exchange Act (the "CEA"). The Advisor also registered

394 :: Notes to Financial Statements :: December 31, 2022

as a commodity trading advisor (a "CTA") under the CEA as a result of its role as subadvisor to funds outside the Trust. Accordingly, the Advisor is subject to registration and regulation as a CPO and CTA under the CEA, and must comply with various regulatory requirements under the CEA and the rules and regulations of the Commodity Futures Trading Commission ("CFTC") and the National Futures Association ("NFA"), including investor protection requirements, antifraud provisions, disclosure requirements and reporting and recordkeeping requirements. The Advisor is also subject to periodic inspections and audits by the CFTC and NFA. Compliance with these regulatory requirements could adversely affect the Commodity Pools' total return. In this regard, any further amendment to the CEA or its related regulations that subject the Advisor or the Commodity Pools to additional regulation may have adverse impacts on the Commodity Pools' operations and expenses.

The following is a description of the derivative instruments utilized by the ProFunds VP, including certain risks related to each instrument type.

Futures Contracts

Each non-money market ProFund VP may purchase or sell futures contracts as a substitute for a comparable market position in the underlying securities or to satisfy regulatory requirements. A cash-settled futures contract obligates the seller to deliver (and the purchaser to accept) an amount of cash equal to a specific dollar amount (the contract multiplier) multiplied by the difference between the final settlement price of a specific futures contract and the price at which the agreement is made. No physical delivery of the underlying asset is made.

Each ProFund VP generally engages in closing or offsetting transactions before final settlement of a futures contract, wherein a second identical futures contract is sold to offset a long position (or bought to offset a short position). In such cases, the obligation is to deliver (or take delivery of) cash equal to a specific dollar amount (the contract multiplier) multiplied by the difference between the price of the offsetting transaction and the price at which the original contract was entered into. If the original position entered into is a long position (futures contract purchased), there will be a gain (loss) if the offsetting sell transaction is carried out at a higher (lower) price, inclusive of commissions. If the original position entered into is a short position (futures contract sold), there will be a gain (loss) if the offsetting buy transaction is carried out at a lower (higher) price, inclusive of commissions.

Whether a ProFund VP realizes a gain or loss from futures activities depends generally upon movements in the underlying currency, commodity, security or index. The extent of a ProFund VP's loss from an unhedged short position in futures contracts is potentially unlimited and investors may lose the amount that they invest plus any profits recognized on that investment. Each ProFund VP will engage in transactions in futures contracts that are traded on a U.S. exchange or board of trade or that have been approved for sale in the U.S. by the CFTC.

Upon entering into a futures contract, each ProFund VP will be required to deposit with the broker an amount of cash or cash equivalents in the range of approximately 5% to 10% of the contract amount for equity index futures and in the range of approximately 1% to 3% of the contract amount for treasury futures (this amount is subject to change by the exchange on which the contract is traded). This amount, known as "initial margin," is in the nature of a performance bond or good faith deposit on the contract and is returned to the ProFund VP upon termination of the futures contract, assuming all contractual obligations have been satisfied. Subsequent payments, known as "variation margin," to and from the broker will be made daily as the price of the asset underlying the futures contract fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as "marking-to-market." At any time prior to expiration of a futures contract, a ProFund VP may elect to close its position by taking an opposite position, which will operate to terminate the ProFund VP's existing position in the contract.

The primary risks associated with the use of futures contracts are imperfect correlation between movements in the price of futures and the market value of the underlying assets, and the possibility of an illiquid market for a futures contract. Although each ProFund VP intends to sell futures contracts only if there is an active market for such contracts, no assurance can be given that a liquid market will exist for any particular contract at any particular time. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially subjecting a ProFund VP to substantial losses. If trading is not possible, or if a ProFund VP determines not to close a futures position in anticipation of adverse price movements, the ProFund VP will be required to make daily cash payments of variation margin. The risk that the ProFund VP will be unable to close out a futures position will be minimized by entering into such transactions on a national exchange with an active and liquid secondary market. In addition, although the counterparty to a futures contract is often a clearing organization, backed by a group of financial institutions, there may be instances in which the counterparty could fail to perform its obligations, causing significant losses to a ProFund VP.

Forward Currency Contracts

The ProFund VP Falling U.S. Dollar may invest in forward currency contracts for investment or risk management purposes. A forward currency contract is an obligation to buy or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are entered into on the interbank market conducted directly between currency traders (usually large commercial banks) and their customers.

It is possible that, under certain circumstances, this ProFund VP may have to limit its currency transactions to qualify as a "regulated investment company" ("RIC") under the Internal Revenue Code. The ProFund VP Falling U.S. Dollar does not intend to enter into a forward currency contract with a term of more than one year, or to engage in position hedging with respect to the currency of a particular country to more than the aggregate market

December 31, 2022 :: Notes to Financial Statements :: 395

value (at the time the hedging transaction is entered into) of their portfolio securities denominated in (or quoted in or currently convertible into or directly related through the use of forward currency contracts in conjunction with money market instruments to) that particular currency.

At or before the maturity of a forward currency contract, the ProFund VP Falling U.S. Dollar may either sell a portfolio security and make delivery of the currency, or retain the security and terminate its contractual obligation to deliver the currency by buying an "offsetting" contract obligating it to buy, on the same maturity date, the same amount of the currency. If this ProFund VP engages in an offsetting transaction, it may later enter into a new forward currency contract to sell the currency.

If the ProFund VP Falling U.S. Dollar engages in offsetting transactions it will incur a gain or loss, to the extent that there has been movement in forward currency contract prices. If forward prices go down during the period between the date the ProFund VP Falling U.S. Dollar enters into a forward currency contract for the sale of a currency and the date it enters into an offsetting contract for the purchase of the currency, the ProFund VP will realize a gain to the extent that the price of ProFund VP currency it has agreed to sell exceeds the price of the currency it has agreed to buy. If forward prices go up, the ProFund VP will suffer a loss to the extent the price of the currency it has agreed to buy exceeds the price of the currency it has agreed to sell.

The ProFund VP Falling U.S. Dollar collateralizes forward currency contracts with cash and certain securities as indicated on the Statement of Assets and Liabilities and the Schedule of Portfolio Investments, respectively. Such collateral is held for the benefit of the counterparty in a segregated tri-party account at the custodian, to protect the counterparty against non-payment by the respective ProFund VP. Similarly, the ProFund VP Falling U.S. Dollar has sought to mitigate credit risk by generally requiring that the counterparties to the ProFund VP post collateral for the benefit of the ProFund VP in a segregated account at the custodian, marked to market daily, in an amount equal to what the counterparty owes the ProFund VP, subject to certain minimum thresholds. In the event of a default by the counterparty, the ProFund VP will seek withdrawal of this collateral from the segregated account and may incur certain costs exercising its right with respect to the collateral. If a counterparty becomes bankrupt or fails to perform its obligations, the ProFund VP Falling U.S. Dollar may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding. The ProFund VP Falling U.S. Dollar may obtain only limited recovery or may obtain no recovery in such circumstances. The ProFund VP Falling U.S. Dollar will enter into forward currency contracts only with financial institutions that meet the credit quality standards and monitoring policies established by the Advisor. As of December 31, 2022, there was no collateral posted by counterparties.

Credit Default Swap ("CDS") Agreements

As of December 31, 2022, the ProFund Access VP High Yield invested in centrally cleared CDS as a substitute for investing directly in bonds in order to gain credit exposure to the high yield market.

In a CDS, the agreement will reference one or more debt securities or reference entities. The protection "buyer" in a credit default contract is generally obligated to pay the protection "seller" a periodic stream of payments over the term of the contract until a credit event, such as a default, on a reference entity has occurred. If a credit event occurs, the seller generally must pay the buyer: a) the full notional value of the swap; or b) the difference between the notional value of the defaulted reference entity and the recovery price/rate for the defaulted reference entity. CDS are designed to reflect changes in credit quality, including events of default. A CDS may require premium (discount) payments as well as daily payments (receipts) related to the interest leg of the swap or to the default or change in price of a reference entity.

The counterparty risk for cleared swap agreements is generally lower than for uncleared over-the-counter swap agreements because, generally, a clearing organization becomes substituted for each counterparty to a cleared swap agreement and, in effect, guarantees each party's performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. However, there can be no assurance that the clearing organization, or its members, will satisfy its obligations to the ProFund Access VP High Yield.

If the ProFund Access VP High Yield is a seller of a CDS contract (also referred to as a seller of protection or as a buyer of risk), the ProFund Access VP High Yield would be required to pay the par (or other agreed upon) value of a referenced obligation to the counterparty in the event of a default or other credit event. In return, the ProFund Access VP High Yield would receive from the counterparty a daily stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the ProFund Access VP High Yield would keep the stream of payments and would have no payment obligations. As the seller, the ProFund Access VP High Yield would be subject to investment exposure on the notional amount of the swap.

If the ProFund Access VP High Yield is a buyer of a CDS contract (also referred to as a buyer of protection or a seller of risk), the ProFund Access VP High Yield would have the right to deliver a reference obligation and receive the par (or other agreed-upon) value of such obligation from the counterparty in the event of a default or other credit event (such as a credit downgrade). In return, the ProFund Access VP High Yield would pay the counterparty a daily stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, the counterparty would keep the stream of payments and would have no further obligations to the ProFund Access VP High Yield.

The ProFund Access VP High Yield enters into a CDS with multiple reference entities, in which case payments and settlements in respect of any defaulting reference entity would typically be dealt with separately from the other reference entities.

Upon entering into a centrally cleared CDS, the ProFund Access VP High Yield may be required to deposit with the broker an amount of cash or cash equivalents in the range of approximately 6% to 10% of the notional amount for CDS on high yield debt issuers (this amount is subject to change by the clearing organization that clears the trade). This amount, known as "initial margin," is in the nature of a performance bond or good faith deposit on the CDS and is returned to the ProFund Access VP High Yield upon termination of the CDS, assuming all contractual obligations have been satisfied. Subsequent payments, known as "variation margin," to and from the broker will be made daily as the price of the CDS

396 :: Notes to Financial Statements :: December 31, 2022

fluctuates, making the long and short positions in the CDS contract more or less valuable, a process known as "marking-to-market." The premium (discount) payments are built into the daily price of the CDS and thus are amortized through the variation margin. The variation margin payment also includes the daily portion of the periodic payment stream.

Swap Agreements (other than CDS)

Each non-money market ProFund VP may enter into swap agreements to gain exposure to an underlying asset without actually purchasing such asset (or shorting such asset), or to hedge a position, including in circumstances in which direct investment is restricted for legal reasons or is otherwise impracticable. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a day to more than one year. In a standard "swap" transaction, two parties agree to exchange the return (or differentials in rates of return) earned or realized on particular pre-determined investments or instruments. The gross return to be exchanged or "swapped" between the parties is calculated with respect to a "notional amount," e.g., the return on or increase in value of a particular dollar amount invested in a "basket" of securities or an ETF representing a particular index or group of securities.

On a typical long swap, the counterparty will generally agree to pay the ProFund VP the amount, if any, by which the notional amount of the swap agreement would have increased in value had it been invested in the particular underlying assets (e.g., securities comprising the relevant benchmark index), plus the dividends or interest that would have been received on those assets. The ProFund VP will agree to pay to the counterparty a floating rate of interest on the notional amount of the swap agreement plus the amount, if any, by which the notional amount would have decreased in value had it been invested in such assets, plus, in certain circumstances, commissions or trading spreads on the notional amount. Therefore, the return to the ProFund VP on any swap agreement should be the gain or loss on the notional amount plus dividends or interest on the assets less the interest paid by the ProFund VP on the notional amount. As a trading technique, the Advisor may substitute physical securities with a swap agreement having investment characteristics substantially similar to the underlying securities. Some ProFunds VP may also enter into swap agreements that provide the opposite return of their benchmark or security ("short" the benchmark or security). Their operations are similar to that of the swaps disclosed above except that the counterparty pays interest to each ProFund VP on the notional amount outstanding and that dividends or interest on the underlying instruments reduce the value of the swap, plus, in certain instances, each ProFund VP will agree to pay to the counterparty commissions or trading spreads on the notional amount.

Most swap agreements entered into by a ProFund VP calculate and settle the obligations of the parties to the agreement on a "net basis" with a single payment. Consequently, a ProFund VP's current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the "net amount"). When investing in index swap agreements, the ProFunds VP may hold or gain exposure to only a representative sample of securities in the index, or to a component of the index.

A ProFund VP's current obligations under a swap agreement, will be accrued daily (offset against any amounts owed to the ProFund VP) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by segregating or earmarking cash and/or securities determined to be liquid, but typically no payments will be made until the settlement date. Each ProFund VP reserves the right to modify its asset segregation policies in the future, including modifications to comply with any changes in the positions articulated by the SEC or its staff regarding asset segregation. Swap agreements that cannot be terminated of in the ordinary course of business within seven days at approximately the amount a ProFund VP has valued the asset may be considered to be illiquid for purposes of a ProFund VP's illiquid investment limitations.

A ProFund VP bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. If such a default occurs, a ProFund VP will have contractual remedies pursuant to the swap agreements, but such remedies may be subject to bankruptcy and insolvency laws that could affect the ProFund VP's rights as a creditor. A ProFund VP will only enter into swap agreements with counterparties that meet the ProFund VP's standard of creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the ProFund VP's repurchase agreement guidelines). The counterparty to an uncleared swap agreement will typically be a major, global financial institution.

Payments may be made at the conclusion of a swap agreement. Swap agreements do not involve the delivery of securities or other underlying assets. Accordingly, the risk of loss with respect to swap agreements is limited to the net amount of payments that a ProFund VP is contractually obligated to make. If the other party to a swap agreement defaults, a ProFund VP's risk of loss consists of the net amount of payments that such ProFund VP is contractually entitled to receive, if any. The net amount of the excess, if any, of a ProFund VP's obligations over its entitlements with respect to each equity swap will be accrued on a daily basis and an amount of cash or liquid assets, having an aggregate NAV at least equal to such accrued excess will be earmarked or segregated by a ProFund VP's custodian.

In the normal course of business, a ProFund VP enters into International Swap Dealers Association, Inc. ("ISDA") agreements with certain counterparties for derivative transactions. These agreements contain, among other conditions, events of default and termination events, and various covenants and representations. Certain of the ProFund VP's ISDA agreements contain provisions that require the ProFund VP to maintain a pre-determined level of net assets, and/or provide limits regarding the decline of the ProFund VP's NAV over specific periods of time, which may or may not be exclusive of redemptions. If the ProFund VP were to trigger such provisions and have open derivative positions, at that time counterparties to the ISDA agreements could elect to terminate such ISDA agreements and request immediate payment in an amount equal to the net liability positions, if any, under the relevant ISDA agreement. Pursuant to the terms of its ISDA agreements, the ProFund VP will have already collateralized its liability under such agreements, in some cases only in excess of certain threshold amounts. Such collateral is held for the benefit of the counterparty in a segregated tri-party account at the custodian, to protect the counterparty against non-payment by the

December 31, 2022 :: Notes to Financial Statements :: 397

respective ProFund VP. The ProFunds VP seek to mitigate risks by generally requiring that the counterparties for each ProFund VP agree to post collateral for the benefit of the ProFund VP, marked to market daily, in an amount approximately equal to what the counterparty owes the ProFund VP, subject to certain minimum thresholds, although the ProFunds VP may not always be successful. To the extent any such collateral is insufficient or there are delays in accessing the collateral, the ProFunds VP will be exposed to the risks described above, including possible delays in recovering amounts as a result of bankruptcy proceedings. As of December 31, 2022, the collateral posted by counterparties consisted of U.S. Treasury securities and cash.

The use of swaps, including CDS, is a highly specialized activity which involves investment techniques and risks in addition to and in some cases different from those associated with ordinary portfolio securities transactions. The primary risks associated with the use of swap agreements are mispricing or improper valuation, imperfect correlation between movements in the notional amount and the price of the underlying investments, and the inability of the counterparties to perform. If a counterparty's creditworthiness for an over-the-counter swap declines, the value of the swap would likely decline. The Advisor, under the supervision of the Trust's Board of Trustees, is responsible for determining and monitoring the liquidity of a ProFund VP's transactions in swap agreements.

Offsetting Assets and Liabilities

The ProFunds VP are subject to master netting agreements for swap agreements (other than centrally cleared CDS) and forward currency contracts that allow for amounts owed between the ProFund VP and the counterparty to be netted upon early termination. The party that has the larger payable pays the excess of the larger amount over the smaller amount to the other party. The master netting agreements do not apply to amounts owed to/from different counterparties.

As described above, the ProFunds VP utilize derivative instruments to achieve their investment objective during the year. The amounts shown in the Statements of Assets and Liabilities generally do not take into consideration the effects of legally enforceable master netting agreements.

Summary of Derivative Instruments

The following table summarizes the fair values of derivative instruments on the ProFund VP's Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2022.

	Assets						Liabilities
Fund	Variation Margin on Futures Contracts*		Unrealized Appreciation on Swap Agreements*		Unrealized Appreciation on Forward Currency Contracts		Variation Margin on Futures Contracts*		Unrealized Depreciation on Swap Agreements*		Unrealized Depreciation on Forward Currency Contracts
Credit Risk Exposure:
ProFund Access VP High Yield	$	—	$	511,302	$	—	$	—	$	—	$	—
Equity Risk Exposure:
ProFund VP Banks		—		2,216		—		—		—		—
ProFund VP Basic Materials		—		—		—		—		3,013		—
ProFund VP Bear		10,696		—		—		—		12,183		—
ProFund VP Biotechnology		—		—		—		—		1,533		—
ProFund VP Bull		—		28,798		—		21,045		—		—
ProFund VP Consumer Goods		—		—		—		—		1,081		—
ProFund VP Consumer Services		—		—		—		—		4,516		—
ProFund VP Dow 30		—		—		—		—		881		—
ProFund VP Emerging Markets		—		—		—		—		27,941		—
ProFund VP Financials		—		1,512		—		—		—		—
ProFund VP Health Care		—		—		—		—		516		—
ProFund VP Industrials		—		—		—		—		24		—
ProFund VP International		—		—		—		—		84,093		—
ProFund VP Internet		—		1,021		—		—		—		—
ProFund VP Japan		—		—		—		458,920		3,217		—
ProFund VP Mid-Cap		—		—		—		26,509		17,158		—
ProFund VP Nasdaq-100		—		75,977		—		144,586		—		—
ProFund VP Oil & Gas		—		—		—		—		1,658		—
ProFund VP Pharmaceuticals		—		—		—		—		641		—
ProFund VP Precious Metals		—		—		—		—		285,127		—
ProFund VP Real Estate		—		—		—		—		438		—
ProFund VP Semiconductor		—		—		—		—		778		—
ProFund VP Short Dow 30		—		21		—		—		—		—
ProFund VP Short Emerging Markets		—		8,897		—		—		—		—
ProFund VP Short International		—		17,489		—		—		—		—
ProFund VP Short Mid-Cap		—		113		—		—		—		—
ProFund VP Short Nasdaq-100		36,006		—		—		—		61,338		—

398 :: Notes to Financial Statements :: December 31, 2022

	Assets						Liabilities
Fund	Variation Margin on Futures Contracts*		Unrealized Appreciation on Swap Agreements*		Unrealized Appreciation on Forward Currency Contracts		Variation Margin on Futures Contracts*		Unrealized Depreciation on Swap Agreements*		Unrealized Depreciation on Forward Currency Contracts
ProFund VP Short Small-Cap	$	—	$	—	$	—	$	—	$	26,214	$	—
ProFund VP Small-Cap		—		16,364		—		—		784		—
ProFund VP Technology		—		203		—		—		—		—
ProFund VP Telecommunications		—		227		—		—		—		—
ProFund VP UltraBull		—		26,656		—		10,709		922		—
ProFund VP UltraMid-Cap		—		—		—		12,559		29,253		—
ProFund VP UltraNasdaq-100		—		997,862		—		619,729		—		—
ProFund VP UltraShort Dow 30		—		24		—		—		—		—
ProFund VP UltraShort Nasdaq-100		—		—		—		—		109,145		—
ProFund VP UltraSmall-Cap		—		86,057		—		40,951		—		—
ProFund VP Utilities		—		—		—		—		728		—
Foreign Exchange Rate Risk Exposure:
ProFund VP Falling U.S. Dollar		—		—		16,276		—		—		9,997
Interest Rate Risk Exposure:
ProFund Access VP High Yield		—		—		—		4,899		—		—
ProFund VP Rising Rates Opportunity		—		1,748,208		—		198		—		—
ProFund VP U.S. Government Plus		—		—		—		595		546,937		—

* Includes cumulative appreciation/depreciation of futures contracts and credit default swap agreements as reported in the Schedules of Portfolio Investments. Only current day's variation margin is reported within the Statements of Assets and Liabilities.

The following table presents the effect of derivative instruments on the ProFund VP's Statement of Operations, categorized by risk exposure, for the year ended December 31, 2022.

	Realized Gain (Loss) on Derivatives Recognized as a Result from Operations								Change in Net Unrealized Appreciation/ Depreciation on Derivatives Recognized as a Result from Operations
	Net Realized			Net Realized			Net Realized Gains (Losses)		Change in Net Unrealized Appreciation/			Change in Net Unrealized Appreciation/			Change in Net Unrealized Appreciation/ Depreciation
Fund	Gains (Losses) on Futures Contracts			Gains (Losses) on Swap Agreements			on Forward Currency Contracts		Depreciation on Futures Contracts			Depreciation on Swap Agreements			on Forward Currency Contracts
Credit Risk Exposure:
ProFund Access VP High Yield	$	—		$	(1,213,504	)	$	—	$	—		$	556,180		$	—
Equity Risk Exposure:
ProFund VP Banks		—			31,382			—		—			1,606			—
ProFund VP Basic Materials		—			(107,372	)		—		—			(10,118	)		—
ProFund VP Bear		(5,596	)		155,141			—		10,696			(20,051	)		—
ProFund VP Biotechnology		—			191,000			—		—			(2,356	)		—
ProFund VP Bull		(12,472	)		(4,159,061	)		—		(60,114	)		106,688			—
ProFund VP Consumer Goods		—			(94,501	)		—		—			(5,285	)		—
ProFund VP Consumer Services		—			(98,233	)		—		—			(6,547	)		—
ProFund VP Dow 30		—			(28,325	)		—		—			(1,081	)		—
ProFund VP Emerging Markets		—			(232,157	)		—		—			(32,336	)		—
ProFund VP Financials		—			(87,559	)		—		—			(3,793	)		—
ProFund VP Health Care		—			(66,982	)		—		—			(11,283	)		—
ProFund VP Industrials		—			(104,459	)		—		—			(8,844	)		—
ProFund VP International		—			(2,137,123	)		—		—			(29,429	)		—
ProFund VP Internet		—			(135,349	)		—		—			5,307			—
ProFund VP Japan		(133,615	)		(7,998	)		—		(707,626	)		(3,172	)		—
ProFund VP Mid-Cap		(29,043	)		(2,311,230	)		—		(134,087	)		(54,913	)		—
ProFund VP Nasdaq-100		(4,104,371	)		(13,409,527	)		—		(142,939	)		862,786			—
ProFund VP Oil & Gas		—			(156,958	)		—		—			(794	)		—
ProFund VP Pharmaceuticals		—			(25,253	)		—		—			(765	)		—
ProFund VP Precious Metals		—			(2,654,144	)		—		—			(887,579	)		—
ProFund VP Real Estate		—			(32,350	)		—		—			(11,274	)		—

December 31, 2022 :: Notes to Financial Statements :: 399

	Realized Gain (Loss) on Derivatives Recognized as a Result from Operations									Change in Net Unrealized Appreciation/ Depreciation on Derivatives Recognized as a Result from Operations
	Net Realized			Net Realized			Net Realized Gains (Losses)			Change in Net Unrealized Appreciation/			Change in Net Unrealized Appreciation/			Change in Net Unrealized Appreciation/ Depreciation
Fund	Gains (Losses) on Futures Contracts			Gains (Losses) on Swap Agreements			on Forward Currency Contracts			Depreciation on Futures Contracts			Depreciation on Swap Agreements			on Forward Currency Contracts
ProFund VP Semiconductor	$	—		$	(145,297	)	$	—		$	—		$	6,385		$	—
ProFund VP Short Dow 30		—			322			—			—			28			—
ProFund VP Short Emerging Markets		—			12,346			—			—			20,479			—
ProFund VP Short International		—			(39,696	)		—			—			15,181			—
ProFund VP Short Mid-Cap		—			(49,433	)		—			—			280			—
ProFund VP Short Nasdaq-100		41,536			(1,202,980	)		—			36,006			(88,897	)		—
ProFund VP Short Small-Cap		22,353			168,235			—			1,694			(31,300	)		—
ProFund VP Small-Cap		—			(841,834	)		—			—			49,153			—
ProFund VP Technology		—			(237,803	)		—			—			12,925			—
ProFund VP Telecommunications		—			(20,634	)		—			—			(145	)		—
ProFund VP UltraBull		(9,376	)		(4,821,066	)		—			(33,034	)		134,716			—
ProFund VP UltraMid-Cap		68,412			(3,268,729	)		—			(12,559	)		(107,102	)		—
ProFund VP UltraNasdaq-100		(5,545,055	)		(95,701,890	)		—			(619,523	)		6,543,093			—
ProFund VP UltraShort Dow 30		—			252			—			—			32			—
ProFund VP UltraShort Nasdaq-100		(22,606	)		(10,443	)		—			—			(120,025	)		—
ProFund VP UltraSmall-Cap		(5,440	)		(8,121,525	)		—			(40,951	)		387,681			—
ProFund VP Utilities		—			49,151			—			—			(18,943	)		—
Foreign Exchange Rate Risk Exposure:
ProFund VP Falling U.S. Dollar		—			—			(46,979	)		—			—			5,679
Interest Rate Risk Exposure:
ProFund Access VP High Yield		(348,731	)		—			—			(1,921	)		—			—
ProFund VP Rising Rates Opportunity		39,656			3,948,083			—			(198	)		1,733,890			—
ProFund VP U.S. Government Plus		(22,981	)		(3,052,649	)		—			(595	)		(508,340	)		—

Asset (Liability) amounts shown in the table below represent amounts owed to (by) the ProFunds VP for swap agreements (other than centrally cleared CDS)

and forward currency contracts as of December 31, 2022. These amounts may be collateralized by cash or financial instruments, segregated for the benefit of the ProFunds VP or the counterparties, depending on whether the related contracts are in an appreciated or depreciated position at year end. Amounts shown in the column labeled "Net Amount" represent the un-collateralized portions of these amounts at year end. Any un-collateralized amounts are due to timing differences related to market movements or subject to certain minimum thresholds for collateral movement, as further described above.

	Gross Amounts Not Offset in the Statement of Assets and Liabilities*
	Gross Asset (Liability) as presented in the Statement of Assets and Liabilities			Financial Instruments (Received) Pledged**		Cash Collateral (Received) Pledged**		Net Amount
ProFund VP Banks
Swap Agreements — Goldman Sachs International	$	2,216		$	—	$	—	$	2,216
ProFund VP Basic Materials
Swap Agreements — Goldman Sachs International		(3,013	)		—		3,013		—
ProFund VP Bear
Swap Agreements — Goldman Sachs International		(7,252	)		7,252		—		—
Swap Agreements — UBS AG		(4,931	)		4,931		—		—
ProFund VP Biotechnology
Swap Agreements — Goldman Sachs International		(1,533	)		—		1,533		—
ProFund VP Bull
Swap Agreements — Goldman Sachs International		15,041			—		—		15,041
Swap Agreements — UBS AG		13,757			—		—		13,757
ProFund VP Consumer Goods
Swap Agreements — Goldman Sachs International		(1,081	)		—		—		(1,081	)
ProFund VP Consumer Services
Swap Agreements — Goldman Sachs International		(4,516	)		—		4,516		—

400 :: Notes to Financial Statements :: December 31, 2022

	Gross Amounts Not Offset in the Statement of Assets and Liabilities*
	Gross Asset (Liability) as presented in the Statement of Assets and Liabilities			Financial Instruments (Received) Pledged**		Cash Collateral (Received) Pledged**			Net Amount
ProFund VP Dow 30
Swap Agreements — Goldman Sachs International	$	(696	)	$	696	$	—		$	—
Swap Agreements — UBS AG		(185	)		185		—			—
ProFund VP Emerging Markets
Swap Agreements — Goldman Sachs International		(11,478	)		11,478		—			—
Swap Agreements — UBS AG		(16,463	)		16,463		—			—
ProFund VP Falling U.S. Dollar
Forward Currency Contracts — Goldman Sachs International
Appreciation		8,991
Depreciation		(7,232	)
Net Appreciation		1,759			—		—			1,759
Forward Currency Contracts — UBS AG
Appreciation		7,285
Depreciation		(2,765	)
Net Appreciation		4,520			—		—			4,520
ProFund VP Financials
Swap Agreements — Goldman Sachs International		1,512			—		—			1,512
ProFund VP Health Care
Swap Agreements — Goldman Sachs International		(516	)		—		516			—
ProFund VP Industrials
Swap Agreements — Goldman Sachs International		(24	)		—		—			(24	)
ProFund VP International
Swap Agreements — Goldman Sachs International		(41,510	)		41,510		—			—
Swap Agreements — UBS AG		(42,583	)		42,583		—			—
ProFund VP Internet
Swap Agreements — Goldman Sachs International		1,021			—		—			1,021
ProFund VP Japan
Swap Agreements — Goldman Sachs International		(3,217	)		—		—			(3,217	)
ProFund VP Mid-Cap
Swap Agreements — Goldman Sachs International		(8,541	)		8,541		—			—
Swap Agreements — UBS AG		(8,617	)		8,617		—			—
ProFund VP Nasdaq-100
Swap Agreements — Goldman Sachs International		45,700			—		—			45,700
Swap Agreements — UBS AG		30,277			—		—			30,277
ProFund VP Oil & Gas
Swap Agreements — Goldman Sachs International		(1,658	)		—		1,658			—
ProFund VP Pharmaceuticals
Swap Agreements — Goldman Sachs International		(641	)		—		641			—
ProFund VP Precious Metals
Swap Agreements — Goldman Sachs International		(144,608	)		144,608		—			—
Swap Agreements — UBS AG		(140,519	)		140,519		—			—
ProFund VP Real Estate
Swap Agreements — Goldman Sachs International		(438	)		—		—			(438	)
ProFund VP Rising Rates Opportunity
Swap Agreements — Citibank North America		670,806			—		(440,000	)		230,806
Swap Agreements — Societe' Generale		1,077,402			—		(950,000	)		127,402
ProFund VP Semiconductor
Swap Agreements — Goldman Sachs International		(778	)		—		778			—
ProFund VP Short Dow 30
Swap Agreements — Goldman Sachs International		5			—		—			5
Swap Agreements — UBS AG		16			—		—			16
ProFund VP Short Emerging Markets
Swap Agreements — Goldman Sachs International		5,029			—		—			5,029
Swap Agreements — UBS AG		3,868			—		—			3,868
ProFund VP Short International
Swap Agreements — Goldman Sachs International		13,185			—		—			13,185
Swap Agreements — UBS AG		4,304			—		—			4,304

December 31, 2022 :: Notes to Financial Statements :: 401

	Gross Amounts Not Offset in the Statement of Assets and Liabilities*
	Gross Asset (Liability) as presented in the Statement of Assets and Liabilities			Financial Instruments (Received) Pledged**			Cash Collateral (Received) Pledged**		Net Amount
ProFund VP Short Mid-Cap
Swap Agreements — Goldman Sachs International	$	26		$	—		$	—	$	26
Swap Agreements — UBS AG		87			—			—		87
ProFund VP Short Nasdaq-100
Swap Agreements — Goldman Sachs International		(31,550	)		31,550			—		—
Swap Agreements — UBS AG		(29,788	)		29,788			—		—
ProFund VP Short Small-Cap
Swap Agreements — Goldman Sachs International		(19,636	)		19,636			—		—
Swap Agreements — UBS AG		(6,578	)		6,578			—		—
ProFund VP Small-Cap
Swap Agreements — Goldman Sachs International		(784	)		784			—		—
Swap Agreements — UBS AG		16,364			—			—		16,364
ProFund VP Technology
Swap Agreements — Goldman Sachs International		203			—			—		203
ProFund VP Telecommunications
Swap Agreements — Goldman Sachs International		227			—			—		227
ProFund VP UltraBull
Swap Agreements — Goldman Sachs International		12,245			—			—		12,245
Swap Agreements — Goldman Sachs International		(922	)		922			—		—
Swap Agreements — UBS AG		14,411			—			—		14,411
ProFund VP UltraMid-Cap
Swap Agreements — Goldman Sachs International		(18,353	)		18,353			—		—
Swap Agreements — UBS AG		(10,900	)		10,900			—		—
ProFund VP UltraNasdaq-100
Swap Agreements — Goldman Sachs International		582,245			(582,245	)		—		—
Swap Agreements — UBS AG		415,617			(415,617	)		—		—
ProFund VP UltraShort Dow 30
Swap Agreements — Goldman Sachs International		16			—			—		16
Swap Agreements — UBS AG		8			—			—		8
ProFund VP UltraShort Nasdaq-100
Swap Agreements — Goldman Sachs International		(59,198	)		59,198			—		—
Swap Agreements — UBS AG		(49,947	)		49,947			—		—
ProFund VP UltraSmall-Cap
Swap Agreements — Goldman Sachs International		20,527			—			—		20,527
Swap Agreements — UBS AG		65,530			(65,530	)		—		—
ProFund VP U.S. Government Plus
Swap Agreements — Citibank North America		(287,563	)		54,000			—		(233,563	)
Swap Agreements — Societe' Generale		(259,374	)		—			235,000		(24,374	)
ProFund VP Utilities
Swap Agreements — Goldman Sachs International		(728	)		—			728		—

* The actual financial instruments and cash collateral (received) pledged may be in excess of the amounts shown in the table. The table only reflects collateral amounts up to the amount of the financial instrument disclosed on the Statement of Assets and Liabilities.

** Financial instruments and cash collateral received are not disclosed on the Statement of Assets and Liabilities because the Fund does not have effective control of the collateral.

Securities Lending:

Each ProFund VP may lend securities to brokers, dealers and financial organizations in exchange for initial collateral in the amount of at least 102% of the value of U.S. dollar-denominated securities loaned or at least 105% of the value of non-U.S. dollar-denominated securities loaned, marked to market daily. Each security loaned will be secured continuously by collateral in the form of cash, money market instruments or U.S. Government securities with a market value of at least 100% of the market value of the loaned securities. When a ProFund VP lends its securities, it continues to receive payments equal to the dividends and interest paid on the securities loaned and simultaneously may earn interest on the reinvestment of the cash collateral. Any cash collateral received by the ProFund VP in connection with these loans may be reinvested in a variety of short-term investments. Any non-cash collateral received by the ProFund VP in connection with these loans may not be sold or pledged by the ProFund VP and, accordingly, is not reflected in the ProFund VP's assets and liabilities. The ProFunds VP may incur fees and expenses in connection with the reinvestment of cash collateral. For security loans collateralized by cash, borrowers may be entitled to receive a fee based on the amount of collateral. The ProFunds VP are typically compensated by the difference between the amount earned on the

402 :: Notes to Financial Statements :: December 31, 2022

reinvestment of cash collateral and any fees paid to the borrower. Although voting and other rights attendant to securities loaned pass to the borrower, such loans may be recalled so that the securities may be voted by the ProFund VP if a material event affecting the ProFund VP's investment in the securities on loan is to occur. Security loans are subject to termination by the ProFund VP or the borrower at any time. No securities loan shall be made on behalf of a ProFund VP if, as a result, the aggregate value of all securities loaned by the particular ProFund VP exceeds one-third of the value of such ProFund VP's total assets (including the value of the collateral received).

Securities lending involves exposure to certain risks, including "gap" risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and any fees a ProFund VP has agreed to pay a borrower), operational risk (i.e., the risk of losses resulting from problems in the settlement and the accounting process), legal, counterparty and credit risk. If a securities lending counterparty were to default, a ProFund VP would be subject to the risk of a possible delay in receiving collateral or in recovering the loaned securities, or to a possible loss of rights in the collateral. In the event a borrower does not return a ProFund VP's securities as agreed, the ProFund VP may experience losses if the proceeds received from liquidating the collateral do not at least equal the value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in purchasing replacement securities. This event could trigger adverse tax consequences for a ProFund VP. The investment of cash collateral deposited by the borrower is subject to inherent market risks such as interest rate risk, credit risk, liquidity risk, and other risks that are present in the market. A ProFund VP could lose money if its short-term reinvestment of the collateral declines in value over the period of the loan. The market value of the loaned securities is determined at the close of each business day of the ProFund VP and any additional required collateral is delivered to the ProFund VP, or excess collateral returned by the ProFund VP, on the next business day.

The following table is a summary of the ProFunds VP securities lending transactions as of December 31, 2022:

	Value of Securities on Loan		Value of Cash Collateral received*
ProFund VP Asia 30	$	1,519,998	$	3,150,615
ProFund VP Basic Materials		24,568		25,181
ProFund VP Consumer Goods		20,724		21,575
ProFund VP Consumer Services		49,540		50,306
ProFund VP Emerging Markets		664,015		688,163
ProFund VP Europe 30		1,253,165		1,719,599
ProFund VP Financials		79,372		80,438
ProFund VP Industrials		10,466		10,496
ProFund VP Internet		39,071		41,674
ProFund VP Nasdaq-100		331,508		335,947
ProFund VP Oil & Gas		214,904		214,954
ProFund VP Pharmaceuticals		62,064		61,869
ProFund VP Real Estate		12,528		12,832
ProFund VP Semiconductor		14,065		17,802
ProFund VP Small-Cap		58,078		60,681
ProFund VP Small-Cap Growth		71,383		73,457
ProFund VP Small-Cap Value		50,325		52,123
ProFund VP Technology		40,274		44,054
ProFund VP UltraMid-Cap		36,532		37,128
ProFund VP UltraNasdaq-100		321,145		325,444
ProFund VP UltraSmall-Cap		83,074		86,649

* Collateral received in the form of cash was reinvested in securities shown in the Collateral for Securities Loaned section of the Schedule of Portfolio Investments.

Investment Transactions and Related Income

Throughout the reporting period, investment transactions are accounted for no later than one business day following the trade date. For financial reporting purposes, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date except in the case of depositary receipts, in which case dividends are recorded as soon as such information becomes available. Pay-in-kind interest income and non-cash dividend income received in the form of securities in-lieu of cash, if any, are recorded at the fair value of the securities received. Gains or losses realized on sales of securities are determined using the specific identification method by comparing the identified cost of the security lot sold with the net sales proceeds. Gains or losses from class action settlements are recorded when such information becomes known or can be reasonably estimated; for non-recurring class action settlements, this generally occurs with the receipt or payment of cash consistent with the terms of such settlement.

Allocations

Expenses directly attributable to a ProFund VP are charged to that ProFund VP, while expenses which are attributable to more than one fund in the Trust, or jointly with an affiliate, are allocated among the respective funds in the Trust and/or affiliate based upon relative net assets or another reasonable basis.

December 31, 2022 :: Notes to Financial Statements :: 403

Distributions to Shareholders

Each of the ProFunds VP (except ProFund Access VP High Yield, ProFund VP Government Money Market, ProFund VP Real Estate, and ProFund VP U.S. Government Plus) intends to declare and distribute net investment income at least annually, if any. ProFund VP Government Money Market and ProFund VP U.S. Government Plus declare dividends from net investment income daily, if any, and pay dividends on a monthly basis. ProFund Access VP High Yield and ProFund VP Real Estate declare and pay dividends from net investment income quarterly, if any. Net realized capital gains, if any, will be distributed annually.

The amount of distributions from net investment income and net realized gains are determined in accordance with federal income tax regulations which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature. To the extent these differences are permanent in nature (e.g., return of capital, net operating loss, distribution reclassification, and equalization), such amounts are reclassified within the composition of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales and mark-to-market on derivative instruments) do not require a reclassification. The ProFunds VP may utilize equalization accounting for tax purposes and designate earnings and profits, including net realized gains distributed to shareholders on redemption of shares, as a part of the dividends paid deduction for income tax purposes. Distributions which exceed net investment income and net realized capital gains for financial reporting purposes but not for tax purposes are reported as distributions in excess of net investment income or net realized gains. To the extent they exceed net investment income and net realized capital gains for tax purposes, they are reported as distribution of capital.

Federal Income Taxes

Each of the ProFunds VP intends to continue to qualify each year as a RIC under Subchapter M of the Internal Revenue Code of 1986, as amended. A RIC generally is not subject to federal income tax on income and gains distributed in a timely manner to its shareholders. The ProFunds VP intend to make timely distributions in order to avoid tax liability. Accordingly, no provision for federal income taxes is required in the financial statements. The ProFunds VP have a calendar tax year end.

Management of the ProFunds VP has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then, as applicable). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken and the ProFunds VP are not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

Other

Expense offsets to custody fees that arise from credits on cash balances maintained on deposit are reflected on the Statement of Operations, as applicable, as "Fees paid indirectly."

Expense Reimbursement from a Third Party

During 2018, certain ProFunds VP received a non-recurring reimbursement from a third party relating to expenses that were incurred in a prior year. The corresponding impacts to the respective ProFund VP's Total Return and Ratios to Average Net Assets in the Financial Highlights are disclosed in a footnote to that ProFund VP's Financial Highlights.

3. Investment Valuation Summary

The valuation techniques employed by the ProFunds VP, described below, maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. These valuation techniques distinguish between market participant assumptions developed based on market data obtained from sources independent of the ProFunds VP (observable inputs) and the ProFunds' VP own assumptions about market participant assumptions developed based on the best information available under the circumstances (unobservable inputs). The inputs used for valuing the ProFunds' VP investments are summarized in the three broad levels listed below:

· Level 1–quoted prices in active markets for identical assets

· Level 2–other significant observable inputs (including quoted prices for similar securities, interest rates, prepayments speeds, credit risk, etc.)

· Level 3–significant unobservable inputs (including the ProFunds' VP own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing investments are not necessarily an indication of the risk associated with investing in those investments. For example, repurchase agreements are generally valued at amortized cost. Generally, amortized cost approximates the current fair value of a security, but since the valuation is not obtained from a quoted price in an active market, such securities are reflected as Level 2. Fair value measurements may also require additional disclosure when the volume and level of activity for the asset or liability have significantly decreased, as well as when circumstances indicate that a transaction is not orderly. Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Trust determines transfers between fair value hierarchy levels at the reporting period end.

Security prices are generally valued at their market value using information provided by a third party pricing service or market quotations or other procedures approved by the Trust's Board of Trustees. The securities in the portfolio of a non-money market ProFund VP, except as otherwise noted, that are listed or traded on a stock exchange or the Nasdaq National Market System ("Nasdaq/NMS"), are valued at the official closing price, if available, or the last sale price, on the exchange or system where the security is principally traded. If there have been no sales for that day on the exchange or system where the security is principally traded, then the value may be determined with reference to the last sale price, or the official closing price, if applicable, on any other exchange or system. In each of these situations, valuations are typically categorized as a Level 1 in the fair value hierarchy. If there have been no sales for that day on any exchange or system, the security will be valued using fair value procedures in accordance with procedures approved by the Trust's Board of Trustees as described below.

Securities regularly traded in the OTC markets, including securities listed on an exchange, but that are primarily traded OTC other than those traded on the Nasdaq/NMS, are generally valued on

404 :: Notes to Financial Statements :: December 31, 2022

the basis of the mean between the bid and asked quotes furnished by dealers actively trading those instruments. Fixed-income securities are generally valued according to prices as furnished by an independent pricing service, generally at the mean of the bid and asked quotes for those instruments. Short-term fixed-income securities maturing in sixty days or less, and of sufficient credit quality, may be valued at amortized cost, which approximates market value. For the ProFund VP Government Money Market, investments are valued at amortized cost, in accordance with Rule 2a-7 of the 1940 Act. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant basis to the maturity of the security. In each of these situations, valuations are typically categorized as Level 2 in the fair value hierarchy.

Derivatives are generally valued using independent pricing services and/or agreements with counterparties or other procedures approved by the Trust's Board of Trustees. Futures contracts are generally valued at their last sale price prior to the time at which the net asset value per share of a ProFund VP is determined and are typically categorized as Level 1 in the fair value hierarchy. Swap agreements are generally valued using independent sources and/or agreements with counterparties. Forward currency contracts are valued at their quoted daily prices obtained from an independent pricing service. These valuations are typically categorized as Level 2 in the fair value hierarchy. If there was no sale on that day, fair valuation procedures as described below may be applied.

When the Advisor determines that the market price of a security is not readily available or deemed unreliable (e.g., an approved pricing service does not provide a price, a furnished price is in error, certain stale prices, or an event occurs that materially affects the furnished price), it may in good faith establish a fair value for that security in accordance with procedures established by and under the general supervision and responsibility of the Trust's Board of Trustees. Fair value pricing may require subjective determinations about the value of a security. While the Trust's policy is intended to result in a calculation of a ProFund VP's NAV that fairly reflects security values as of the time of pricing, the Trust cannot ensure that fair values determined by the Advisor or persons acting at their direction would accurately reflect the price that a ProFund VP could obtain for a security if it were to dispose of that security as of the time of pricing (for instance, in a forced or distressed sale). The prices used by a ProFund VP may differ from the value that would be realized if the securities were sold and the differences could be material to the financial statements. Depending on the source and relative significance of valuation inputs, these instruments may be classified as Level 2 or Level 3 in the fair value hierarchy.

For the year ended December 31, 2022, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value, nor were there any transfers in or out of Level 3 investments for the year.

A summary of the valuations as of December 31, 2022, based upon the three levels defined above, is included in the table below while the breakdown, by category, of equity securities is disclosed on the Schedule of Portfolio Investments for each ProFund VP:

	LEVEL 1 - Quoted Prices					LEVEL 2 - Other Significant Observable Inputs					Total
	Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^
ProFund Access VP High Yield
U.S. Treasury Obligation	$	—	$	—		$	8,644,502	$	—		$	8,644,502	$	—
Repurchase Agreements		—		—			7,521,000		—			7,521,000		—
Futures Contracts		—		(4,899	)		—		—			—		(4,899	)
Credit Default Swap Agreements		—		—			—		511,302			—		511,302
Total	$	—	$	(4,899	)	$	16,165,502	$	511,302		$	16,165,502	$	506,403
ProFund VP Asia 30
Common Stocks	$	17,611,017	$	—		$	—	$	—		$	17,611,017	$	—
Repurchase Agreements		—		—			3,000		—			3,000		—
Collateral for Securities Loaned		3,150,615		—			—		—			3,150,615		—
Total	$	20,761,632	$	—		$	3,000	$	—		$	20,764,632	$	—
ProFund VP Banks
Common Stocks	$	3,469,777	$	—		$	—	$	—		$	3,469,777	$	—
Repurchase Agreements		—		—			120,000		—			120,000		—
Swap Agreements		—		—			—		2,216			—		2,216
Total	$	3,469,777	$	—		$	120,000	$	2,216		$	3,589,777	$	2,216
ProFund VP Basic Materials
Common Stocks	$	13,449,105	$	—		$	—	$	—		$	13,449,105	$	—
Repurchase Agreements		—		—			64,000		—			64,000		—
Collateral for Securities Loaned		25,181		—			—		—			25,181		—
Swap Agreements		—		—			—		(3,013	)		—		(3,013	)
Total	$	13,474,286	$	—		$	64,000	$	(3,013	)	$	13,538,286	$	(3,013	)

December 31, 2022 :: Notes to Financial Statements :: 405

	LEVEL 1 - Quoted Prices					LEVEL 2 - Other Significant Observable Inputs					Total
	Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^
ProFund VP Bear
Repurchase Agreements	$	—	$	—		$	4,139,000	$	—		$	4,139,000	$	—
Futures Contracts		—		10,696			—		—			—		10,696
Swap Agreements		—		—			—		(12,183	)		—		(12,183	)
Total	$	—	$	10,696		$	4,139,000	$	(12,183	)	$	4,139,000	$	(1,487	)
ProFund VP Biotechnology
Common Stocks	$	43,842,189	$	—		$	—	$	—		$	43,842,189	$	—
Repurchase Agreements		—		—			1,362,000		—			1,362,000		—
Swap Agreements		—		—			—		(1,533	)		—		(1,533	)
Total	$	43,842,189	$	—		$	1,362,000	$	(1,533	)	$	45,204,189	$	(1,533	)
ProFund VP Bull
Common Stocks	$	31,881,952	$	—		$	—	$	—		$	31,881,952	$	—
Repurchase Agreements		—		—			13,655,000		—			13,655,000		—
Futures Contracts		—		(21,045	)		—		—			—		(21,045	)
Swap Agreements		—		—			—		28,798			—		28,798
Total	$	31,881,952	$	(21,045	)	$	13,655,000	$	28,798		$	45,536,952	$	7,753
ProFund VP Consumer Goods
Common Stocks	$	11,255,005	$	—		$	—	$	—		$	11,255,005	$	—
Repurchase Agreements		—		—			122,000		—			122,000		—
Collateral for Securities Loaned		21,575		—			—		—			21,575		—
Swap Agreements		—		—			—		(1,081	)		—		(1,081	)
Total	$	11,276,580	$	—		$	122,000	$	(1,081	)	$	11,398,580	$	(1,081	)
ProFund VP Consumer Services
Common Stocks	$	15,196,056	$	—		$	—	$	—		$	15,196,056	$	—
Collateral for Securities Loaned		50,306		—			—		—			50,306		—
Swap Agreements		—		—			—		(4,516	)		—		(4,516	)
Total	$	15,246,362	$	—		$	—	$	(4,516	)	$	15,246,362	$	(4,516	)
ProFund VP Dow 30
Repurchase Agreements	$	—	$	—		$	270,000	$	—		$	270,000	$	—
Swap Agreements		—		—			—		(881	)		—		(881	)
Total	$	—	$	—		$	270,000	$	(881	)	$	270,000	$	(881	)
ProFund VP Emerging Markets
Common Stocks	$	15,759,674	$	—		$	—	$	—		$	15,759,674	$	—
Preferred Stocks		269,001		—			—		—			269,001		—
Repurchase Agreements		—		—			2,716,000		—			2,716,000		—
Collateral for Securities Loaned		688,163		—			—		—			688,163		—
Swap Agreements		—		—			—		(27,941	)		—		(27,941	)
Total	$	16,716,838	$	—		$	2,716,000	$	(27,941	)	$	19,432,838	$	(27,941	)
ProFund VP Europe 30
Common Stocks	$	14,429,691	$	—		$	—	$	—		$	14,429,691	$	—
Collateral for Securities Loaned		1,719,599		—			—		—			1,719,599		—
Total	$	16,149,290	$	—		$	—	$	—		$	16,149,290	$	—
ProFund VP Falling U.S. Dollar
Repurchase Agreements	$	—	$	—		$	502,000	$	—		$	502,000	$	—
Forward Currency Contracts		—		—			—		6,279			—		6,279
Total	$	—	$	—		$	502,000	$	6,279		$	502,000	$	6,279
ProFund VP Financials
Common Stocks	$	27,044,938	$	—		$	—	$	—		$	27,044,938	$	—
Repurchase Agreements		—		—			236,000		—			236,000		—
Collateral for Securities Loaned		80,438		—			—		—			80,438		—
Swap Agreements		—		—			—		1,512			—		1,512
Total	$	27,125,376	$	—		$	236,000	$	1,512		$	27,361,376	$	1,512

406 :: Notes to Financial Statements :: December 31, 2022

	LEVEL 1 - Quoted Prices					LEVEL 2 - Other Significant Observable Inputs					Total
	Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^
ProFund VP Government Money Market
U.S. Treasury Obligations	$	—	$	—		$	13,962,252	$	—		$	13,962,252	$	—
Repurchase Agreements		—		—			22,650,000		—			22,650,000		—
Total	$	—	$	—		$	36,612,252	$	—		$	36,612,252	$	—
ProFund VP Health Care
Common Stocks	$	42,601,841	$	—		$	—	$	—		$	42,601,841	$	—
Repurchase Agreements		—		—			473,000		—			473,000		—
Swap Agreements		—		—			—		(516	)		—		(516	)
Total	$	42,601,841	$	—		$	473,000	$	(516	)	$	43,074,841	$	(516	)
ProFund VP Industrials
Common Stocks	$	13,958,321	$	—		$	—	$	—		$	13,958,321	$	—
Repurchase Agreements		—		—			312,000		—			312,000		—
Collateral for Securities Loaned		10,496		—			—		—			10,496		—
Swap Agreements		—		—			—		(24	)		—		(24	)
Total	$	13,968,817	$	—		$	312,000	$	(24	)	$	14,280,817	$	(24	)
ProFund VP International
Repurchase Agreements	$	—	$	—		$	12,578,000	$	—		$	12,578,000	$	—
Swap Agreements		—		—			—		(84,093	)		—		(84,093	)
Total	$	—	$	—		$	12,578,000	$	(84,093	)	$	12,578,000	$	(84,093	)
ProFund VP Internet
Common Stocks	$	7,807,806	$	—		$	—	$	—		$	7,807,806	$	—
Repurchase Agreements		—		—			203,000		—			203,000		—
Collateral for Securities Loaned		41,674		—			—		—			41,674		—
Swap Agreements		—		—			—		1,021			—		1,021
Total	$	7,849,480	$	—		$	203,000	$	1,021		$	8,052,480	$	1,021
ProFund VP Japan
Repurchase Agreements	$	—	$	—		$	7,181,000	$	—		$	7,181,000	$	—
Futures Contracts		—		(458,920	)		—		—			—		(458,920	)
Swap Agreements		—		—			—		(3,217	)		—		(3,217	)
Total	$	—	$	(458,920	)	$	7,181,000	$	(3,217	)	$	7,181,000	$	(462,137	)
ProFund VP Large-Cap Growth
Common Stocks	$	15,821,728	$	—		$	—	$	—		$	15,821,728	$	—
Repurchase Agreements		—		—			12,000		—			12,000		—
Total	$	15,821,728	$	—		$	12,000	$	—		$	15,833,728	$	—
ProFund VP Large-Cap Value
Common Stocks	$	16,039,900	$	—		$	—	$	—		$	16,039,900	$	—
Repurchase Agreements		—		—			7,000		—			7,000		—
Total	$	16,039,900	$	—		$	7,000	$	—		$	16,046,900	$	—
ProFund VP Mid-Cap
Repurchase Agreements	$	—	$	—		$	9,950,000	$	—		$	9,950,000	$	—
Futures Contracts		—		(26,508	)		—		—			—		(26,508	)
Swap Agreements		—		—			—		(17,158	)		—		(17,158	)
Total	$	—	$	(26,508	)	$	9,950,000	$	(17,158	)	$	9,950,000	$	(43,666	)
ProFund VP Mid-Cap Growth
Common Stocks	$	11,957,411	$	—		$	—	$	—		$	11,957,411	$	—
Total	$	11,957,411	$	—		$	—	$	—		$	11,957,411	$	—
ProFund VP Mid-Cap Value
Common Stocks	$	13,192,406	$	—		$	—	$	—		$	13,192,406	$	—
Total	$	13,192,406	$	—		$	—	$	—		$	13,192,406	$	—

December 31, 2022 :: Notes to Financial Statements :: 407

	LEVEL 1 - Quoted Prices					LEVEL 2 - Other Significant Observable Inputs					Total
	Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^
ProFund VP Nasdaq-100
Common Stocks	$	56,855,358	$	—		$	—	$	—		$	56,855,358	$	—
Repurchase Agreements		—		—			8,512,000		—			8,512,000		—
Collateral for Securities Loaned		335,947		—			—		—			335,947		—
Futures Contracts		—		(144,586	)		—		—			—		(144,586	)
Swap Agreements		—		—			—		75,977			—		75,977
Total	$	57,191,305	$	(144,586	)	$	8,512,000	$	75,977		$	65,703,305	$	(68,609	)
ProFund VP Oil & Gas
Common Stocks	$	61,689,919	$	—		$	—	$	—		$	61,689,919	$	—
Repurchase Agreements		—		—			1,307,000		—			1,307,000		—
Collateral for Securities Loaned		214,954		—			—		—			214,954		—
Swap Agreements		—		—			—		(1,658	)		—		(1,658	)
Total	$	61,904,873	$	—		$	1,307,000	$	(1,658	)	$	63,211,873	$	(1,658	)
ProFund VP Pharmaceuticals
Common Stocks	$	13,325,551	$	—		$	—	$	—		$	13,325,551	$	—
Repurchase Agreements		—		—			9,000		—			9,000		—
Collateral for Securities Loaned		61,869		—			—		—			61,869		—
Swap Agreements		—		—			—		(641	)		—		(641	)
Total	$	13,387,420	$	—		$	9,000	$	(641	)	$	13,396,420	$	(641	)
ProFund VP Precious Metals
Repurchase Agreements	$	—	$	—		$	25,646,000	$	—		$	25,646,000	$	—
Swap Agreements		—		—			—		(285,127	)		—		(285,127	)
Total	$	—	$	—		$	25,646,000	$	(285,127	)	$	25,646,000	$	(285,127	)
ProFund VP Real Estate
Common Stocks	$	5,404,917	$	—		$	—	$	—		$	5,404,917	$	—
Repurchase Agreements		—		—			88,000		—			88,000		—
Collateral for Securities Loaned		12,832		—			—		—			12,832		—
Swap Agreements		—		—			—		(438	)		—		(438	)
Total	$	5,417,749	$	—		$	88,000	$	(438	)	$	5,505,749	$	(438	)
ProFund VP Rising Rates Opportunity
Repurchase Agreements	$	—	$	—		$	14,785,000	$	—		$	14,785,000	$	—
Futures Contracts		—		(198	)		—		—			—		(198	)
Swap Agreements		—		—			—		1,748,208			—		1,748,208
Total	$	—	$	(198	)	$	14,785,000	$	1,748,208		$	14,785,000	$	1,748,010
ProFund VP Semiconductor
Common Stocks	$	6,359,592	$	—		$	—	$	—		$	6,359,592	$	—
Repurchase Agreements		—		—			41,000		—			41,000		—
Collateral for Securities Loaned		17,802		—			—		—			17,802		—
Swap Agreements		—		—			—		(778	)		—		(778	)
Total	$	6,377,394	$	—		$	41,000	$	(778	)	$	6,418,394	$	(778	)
ProFund VP Short Dow 30
Repurchase Agreements	$	—	$	—		$	7,000	$	—		$	7,000	$	—
Swap Agreements		—		—			—		21			—		21
Total	$	—	$	—		$	7,000	$	21		$	7,000	$	21
ProFund VP Short Emerging Markets
Repurchase Agreements	$	—	$	—		$	857,000	$	—		$	857,000	$	—
Swap Agreements		—		—			—		8,897			—		8,897
Total	$	—	$	—		$	857,000	$	8,897		$	857,000	$	8,897
ProFund VP Short International
Repurchase Agreements	$	—	$	—		$	2,994,000	$	—		$	2,994,000	$	—
Swap Agreements		—		—			—		17,489			—		17,489
Total	$	—	$	—		$	2,994,000	$	17,489		$	2,994,000	$	17,489

408 :: Notes to Financial Statements :: December 31, 2022

	LEVEL 1 - Quoted Prices					LEVEL 2 - Other Significant Observable Inputs					Total
	Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^
ProFund VP Short Mid-Cap
Repurchase Agreements	$	—	$	—		$	90,000	$	—		$	90,000	$	—
Swap Agreements		—		—			—		113			—		113
Total	$	—	$	—		$	90,000	$	113		$	90,000	$	113
ProFund VP Short Nasdaq-100
Repurchase Agreements	$	—	$	—		$	16,684,000	$	—		$	16,684,000	$	—
Futures Contracts		—		36,006			—		—			—		36,006
Swap Agreements		—		—			—		(61,338	)		—		(61,338	)
Total	$	—	$	36,006		$	16,684,000	$	(61,338	)	$	16,684,000	$	(25,332	)
ProFund VP Short Small-Cap
Repurchase Agreements	$	—	$	—		$	3,106,000	$	—		$	3,106,000	$	—
Swap Agreements		—		—			—		(26,214	)		—		(26,214	)
Total	$	—	$	—		$	3,106,000	$	(26,214	)	$	3,106,000	$	(26,214	)
ProFund VP Small-Cap
Common Stocks	$	6,961,884	$	—		$	—	$	—		$	6,961,884	$	—
Right		—		—			121		—			121		—
Trust*		—		—			—		—			—		—
Repurchase Agreements		—		—			3,267,000		—			3,267,000		—
Collateral for Securities Loaned		60,681		—			—		—			60,681		—
Swap Agreements		—		—			—		15,580			—		15,580
Total	$	7,022,565	$	—		$	3,267,121	$	15,580		$	10,289,686	$	15,580
ProFund VP Small-Cap Growth
Common Stocks	$	13,890,319	$	—		$	—	$	—		$	13,890,319	$	—
Collateral for Securities Loaned		73,457		—			—		—			73,457		—
Total	$	13,963,776	$	—		$	—	$	—		$	13,963,776	$	—
ProFund VP Small-Cap Value
Common Stocks	$	18,404,546	$	—		$	—	$	—		$	18,404,546	$	—
Repurchase Agreements		—		—			42,000		—			42,000		—
Collateral for Securities Loaned		52,123		—			—		—			52,123		—
Total	$	18,456,669	$	—		$	42,000	$	—		$	18,498,669	$	—
ProFund VP Technology
Common Stocks	$	24,790,706	$	—		$	—	$	—		$	24,790,706	$	—
Repurchase Agreements		—		—			60,000		—			60,000		—
Collateral for Securities Loaned		44,054		—			—		—			44,054		—
Swap Agreements		—		—			—		203			—		203
Total	$	24,834,760	$	—		$	60,000	$	203		$	24,894,760	$	203
ProFund VP Telecommunications
Common Stocks	$	3,850,540	$	—		$	—	$	—		$	3,850,540	$	—
Repurchase Agreements		—		—			24,000		—			24,000		—
Swap Agreements		—		—			—		227			—		227
Total	$	3,850,540	$	—		$	24,000	$	227		$	3,874,540	$	227
ProFund VP UltraBull
Common Stocks	$	7,690,251	$	—		$	—	$	—		$	7,690,251	$	—
Repurchase Agreements		—		—			2,270,000		—			2,270,000		—
Futures Contracts		—		(10,709	)		—		—			—		(10,709	)
Swap Agreements		—		—			—		25,734			—		25,734
Total	$	7,690,251	$	(10,709	)	$	2,270,000	$	25,734		$	9,960,251	$	15,025
ProFund VP UltraMid-Cap
Common Stocks	$	5,873,213	$	—		$	—	$	—		$	5,873,213	$	—
Repurchase Agreements		—		—			2,517,000		—			2,517,000		—
Collateral for Securities Loaned		37,128		—			—		—			37,128		—
Futures Contracts		—		(12,559	)		—		—			—		(12,559	)
Swap Agreements		—		—			—		(29,253	)		—		(29,253	)
Total	$	5,910,341	$	(12,559	)	$	2,517,000	$	(29,253	)	$	8,427,341	$	(41,812	)

December 31, 2022 :: Notes to Financial Statements :: 409

	LEVEL 1 - Quoted Prices					LEVEL 2 - Other Significant Observable Inputs					Total
	Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^			Investment Securities		Other Financial Instruments^
ProFund VP UltraNasdaq-100
Common Stocks	$	55,298,405	$	—		$	—	$	—		$	55,298,405	$	—
Repurchase Agreements		—		—			14,570,000		—			14,570,000		—
Collateral for Securities Loaned		325,444		—			—		—			325,444		—
Futures Contracts		—		(619,729	)		—		—			—		(619,729	)
Swap Agreements		—		—			—		997,862			—		997,862
Total	$	55,623,849	$	(619,729	)	$	14,570,000	$	997,862		$	70,193,849	$	378,133
ProFund VP UltraShort Dow 30
Repurchase Agreements	$	—	$	—		$	4,000	$	—		$	4,000	$	—
Swap Agreements		—		—			—		24			—		24
Total	$	—	$	—		$	4,000	$	24		$	4,000	$	24
ProFund VP UltraShort Nasdaq-100
Repurchase Agreements	$	—	$	—		$	15,265,000	$	—		$	15,265,000	$	—
Swap Agreements		—		—			—		(109,145	)		—		(109,145	)
Total	$	—	$	—		$	15,265,000	$	(109,145	)	$	15,265,000	$	(109,145	)
ProFund VP UltraSmall-Cap
Common Stocks	$	9,811,119	$	—		$	—	$	—		$	9,811,119	$	—
Right		—		—			193		—			193		—
Trust*		—		—			—		—			—		—
Repurchase Agreements		—		—			2,525,000		—			2,525,000		—
Collateral for Securities Loaned		86,649		—			—		—			86,649		—
Futures Contracts		—		(40,951	)		—		—			—		(40,951	)
Swap Agreements		—		—			—		86,057			—		86,057
Total	$	9,897,768	$	(40,951	)	$	2,525,193	$	86,057		$	12,422,961	$	45,106
ProFund VP U.S. Government Plus
U.S. Treasury Obligation	$	—	$	—		$	3,754,688	$	—		$	3,754,688	$	—
Repurchase Agreements		—		—			5,399,000		—			5,399,000		—
Futures Contracts		—		(595	)		—		—			—		(595	)
Swap Agreements		—		—			—		(546,937	)		—		(546,937	)
Total	$	—	$	(595	)	$	9,153,688	$	(546,937	)	$	9,153,688	$	(547,532	)
ProFund VP Utilities
Common Stocks	$	38,070,273	$	—		$	—	$	—		$	38,070,273	$	—
Repurchase Agreements		—		—			354,000		—			354,000		—
Swap Agreements		—		—			—		(728	)		—		(728	)
Total	$	38,070,273	$	—		$	354,000	$	(728	)	$	38,424,273	$	(728	)

^ Other financial instruments include any derivative instruments not reflected in the Schedule of Portfolio Investments as Investment Securities, such as futures contracts, forward currency contracts and swap agreements (including credit default swap agreements). These instruments are generally recorded in the financial statements at the unrealized appreciation/(depreciation) on the investment.

* Ferroglobe Representation and Warranty Insurance trust was valued at $0 and categorized as Level 2 within the fair value hierarchy.

4. Fees and Transactions with Affiliates and Other Parties

The ProFunds VP have entered into an Investment Advisory Agreement with the Advisor. Under this agreement, the ProFunds VP (excluding ProFund VP U.S. Government Plus) each pay the Advisor a fee at an annualized rate of 0.75% of the average daily net assets of each respective ProFund VP. The ProFund VP U.S. Government Plus pays the Advisor a fee at an annualized rate of 0.50% of its average daily net assets.

In addition, subject to the condition that the aggregate daily net assets of the Trust be equal to or greater than $10 billion, the Advisor has agreed to the following fee reductions with respect to each individual ProFund VP: 0.025% of the ProFund VP's daily net assets in excess of $500 million to $1 billion, 0.05% of the ProFund VP's daily net assets in excess of $1 billion to $2 billion, and 0.075% of the ProFund VP's net assets in excess of $2 billion. During the year ended December 31, 2022, no Fund's annual investment advisory fee was subject to such reductions.

Citi Fund Services Ohio, Inc. ("Citi") acts as the Trust's administrator (the "Administrator"). For its services as Administrator, the Trust paid Citi an annual fee based on the Trust's aggregate average net assets at a tier rate ranging from 0.00375% to 0.05%, and a base fee for certain filings. Administration fees also include additional fees paid to Citi by the Trust for additional services provided, including support of the Trust's compliance program.

410 :: Notes to Financial Statements :: December 31, 2022

Citi also acts as fund accounting agent for the Trust. For these services, the Trust pays Citi an annual fee based on the Trust's aggregate average net assets at a tier rate ranging from 0.00375% to 0.03%, a base fee, and reimbursement of certain expenses.

FIS Investor Services LLC ("FIS") acts as transfer agent for the Trust. For these services, the Trust pays FIS a base fee, service charges, fees based on the number of VP Funds, and reimbursement of certain expenses.

ProFunds Distributors, Inc. (the "Distributor"), a wholly owned subsidiary of the Advisor, serves as the Trust's distributor. Under a Distribution and Shareholder Services Plan, adopted by the Trust's Board of Trustees pursuant to Rule 12b-1 under the 1940 Act, each ProFund VP may pay financial intermediaries such as broker-dealers, insurance companies and the Distributor up to 0.25%, on an annualized basis, of the average daily net assets as compensation for the distribution-related activities and/or shareholder services.

Distribution Fees were suspended throughout the year ended December 31, 2022 for ProFund VP Government Money Market to maintain a more competitive net yield. If ProFund VP Government Money Market had paid an amount equal to 0.25% of its average daily net assets, the Distribution Fees would have been $93,277 for the year ended December 31, 2022. The Distributor may reinstate all or a portion of the Distribution Fees for ProFund VP Government Money Market at any time.

The Advisor, pursuant to a separate Management Services Agreement, performs certain client support services and other administrative services on behalf of the ProFunds VP. For these services, each ProFund VP pays the Advisor a fee at the annual rate of 0.10% of its average daily net assets.

The Trust, on behalf of the ProFunds VP, has entered into an administrative services agreement with certain insurance companies, pursuant to which the insurance companies will provide administrative services with respect to the ProFunds VP. For these services, the ProFunds VP may pay the insurance companies administrative services fees, a monthly/quarterly fee equal on an annual basis of up to 0.35% of their average daily net assets as reflected on the Statement of Operations as "Administrative services fees." Throughout the year ended December 31, 2022, the administrative services fees of ProFund VP Government Money Market were suspended to maintain a more competitive net yield. If ProFund VP Government Money Market had paid an amount equal to the full amount per the administrative services agreements, the administrative services fees would have been $88,795 for the year ended December 31, 2022. All or a portion of the Administrative services fees of ProFund VP Government Money Market may be reinstated at any time.

Certain Officers and a Trustee of the Trust are affiliated with the Advisor or the Administrator. Except as noted below with respect to the Trust's Chief Compliance Officer, such Officers and Trustee receive no compensation from the ProFunds VP for serving in their respective roles. The Trust, together with affiliated Trusts, pays each Independent Trustee compensation for their services at an annual rate of $325,000, inclusive of all meetings. During the year ended December 31, 2022, actual Trustee compensation was $975,000 in aggregate from the Trust and affiliated trusts. There are certain employees of the Advisor, such as the Trust's Chief Compliance Officer and staff who administer the Trust's compliance program, in which the ProFunds VP reimburse the Advisor for their related compensation and certain other expenses incurred as reflected on the Statement of Operations as "Compliance services fees."

The Advisor has contractually agreed to waive advisory and management services fees, and if necessary, reimburse certain other expenses of the ProFunds VP in order to limit the annual operating expenses (exclusive of brokerage costs, interest, taxes, dividends (including dividend expenses on securities sold short), litigation, indemnification, and extraordinary expenses) to an annualized rate of 1.35% of the average daily net assets of ProFund VP Government Money Market, 1.38% of the average daily net assets of ProFund VP U.S. Government Plus and 1.68% of the average daily net assets of each other ProFund VP. These expense limitations remain in effect until at least April 30, 2023.

The Advisor may recoup the advisory and management services fees contractually waived or limited and other expenses reimbursed by it within three years from the contractual period; however, such recoupment will be limited to the lesser of any expense limitation in place at the time of recoupment or the expense limitation in place at the time of waiver or reimbursement. Any amounts recouped by the Advisor during the year are reflected on the Statement of Operations as "Recoupment of prior expenses reduced by the Advisor." As of December 31, 2022, the recoupments that may potentially be made by the ProFunds VP are as follows:

	Expires 4/30/23		Expires 4/30/24		Expires 4/30/25		Expires 4/30/26		Total
ProFund Access VP High Yield	$	—	$	26,937	$	—	$	1,837	$	28,774
ProFund VP Asia 30		—		—		—		9,910		9,910
ProFund VP Banks		1,693		2,494		—		5,380		9,567
ProFund VP Basic Materials		800		3,206		—		3,540		7,546
ProFund VP Bear		2,686		3,281		—		—		5,967
ProFund VP Bull		—		—		—		12,570		12,570
ProFund VP Consumer Goods		4,224		10,988		536		4,091		19,839
ProFund VP Consumer Services		7,673		15,776		369		2,564		26,382
ProFund VP Emerging Markets		13,518		1,418		—		16,817		31,753
ProFund VP Europe 30		13,387		10,334		—		11,079		34,800
ProFund VP Falling U.S. Dollar		18,517		5,761		4,215		2,342		30,835
ProFund VP Financials		—		3,055		—		9,538		12,593

December 31, 2022 :: Notes to Financial Statements :: 411

	Expires 4/30/23		Expires 4/30/24		Expires 4/30/25		Expires 4/30/26		Total
ProFund VP Health Care	$	15,276	$	24,319	$	—	$	2,502	$	42,097
ProFund VP Industrials		3,818		8,851		390		1,782		14,841
ProFund VP International		—		—		—		3,595		3,595
ProFund VP Internet		—		—		—		1,460		1,460
ProFund VP Japan		—		4,408		—		—		4,408
ProFund VP Large-Cap Growth		12,749		17,250		1,329		7,149		38,477
ProFund VP Large-Cap Value		11,285		13,431		2,302		6,112		33,130
ProFund VP Mid-Cap		—		—		—		3,478		3,478
ProFund VP Mid-Cap Growth		10,197		17,143		7,817		7,960		43,117
ProFund VP Mid-Cap Value		12,202		11,427		3,158		6,409		33,196
ProFund VP Nasdaq-100		14,125		56,024		—		32,950		103,099
ProFund VP Oil & Gas		—		13,096		—		10,595		23,691
ProFund VP Pharmaceuticals		—		3,392		—		3,302		6,694
ProFund VP Precious Metals		—		18,138		—		8,451		26,589
ProFund VP Real Estate		5,955		7,742		268		1,382		15,347
ProFund VP Semiconductor		—		—		—		1,279		1,279
ProFund VP Short Dow 30		—		30		—		3		33
ProFund VP Short Emerging Markets		—		—		—		344		344
ProFund VP Short International		—		—		—		217		217
ProFund VP Short Mid-Cap		—		193		—		64		257
ProFund VP Short Nasdaq-100		4,396		—		—		4,350		8,746
ProFund VP Short Small-Cap		917		2,179		82		1,944		5,122
ProFund VP Small-Cap		4,240		14,995		1,008		13,219		33,462
ProFund VP Small-Cap Growth		9,699		8,803		140		—		18,642
ProFund VP Small-Cap Value		2,409		14,210		—		1,059		17,678
ProFund VP Telecommunications		2,261		4,957		329		1,881		9,428
ProFund VP UltraMid-Cap		8,112		10,517		773		1,446		20,848
ProFund VP UltraNasdaq-100		85,731		95,642		6,645		87,803		275,821
ProFund VP UltraShort Nasdaq-100		626		—		534		3,860		5,020
ProFund VP UltraSmall-Cap		7,809		31,072		6,878		20,541		66,300
ProFund VP U.S. Government Plus		7,216		26,056		—		3,222		36,494
ProFund VP Utilities		13,574		21,102		511		10,036		45,223

The Advisor has contractually agreed to waive advisory and management services fees, and if necessary, reimburse certain other expenses of ProFund VP Government Money Market through April 30, 2023 to the extent necessary to maintain a certain minimum net yield as determined by the Advisor.

The Advisor may recoup the advisory and management services fees contractually waived or limited and other expenses reimbursed by it within three years from the minimum yield limit period in which they were taken. Such recoupments shall be made monthly, but only to the extent that such recoupments would not cause the ProFund VP Government Money Market's net yield to fall below the highest previously determined minimum yield, and such recoupment will be limited to the lesser of any expense limitation in place at the time of recoupment or the expense limitation in place at the time of waiver or reimbursement. Any amounts recouped by the Advisor during the year are reflected on the Statement of Operations as "Recoupment of prior expenses reduced by the Advisor." As of December 31, 2022, the recoupments that may potentially be made by ProFund VP Government Money Market are as follows:

	Expires 4/30/23		Expires 4/30/24		Expires 4/30/25		Expires 4/30/26		Total
ProFund VP Government Money Market	$	201,617	$	520,249	$	437,473	$	28,512	$	1,187,851

In addition, the Advisor has agreed to voluntarily waive advisory and management services fees, and if necessary, reimburse certain other expenses of ProFund VP Government Money Market to the extent necessary to limit the annual operating expenses (exclusive of brokerage costs, interest, taxes, dividends (including dividend expenses on securities sold short), litigation, indemnification, and extraordinary expenses) to an annualized rate of 0.90% of the average daily net assets of ProFund VP Government Money Market (exclusive of the amounts contractually waived to support a minimum net yield). During the year ended December 31, 2022, the advisor voluntarily waived $97,596 (in addition to the $151,423 of contractual waivers to support a minimum net yield). This voluntary waiver may be changed or terminated at any time without notice. Amounts waived voluntarily are not subject to recoupment at a future date, and no contractual waivers will be recouped in the ProFund VP Government Money Market while the Advisor continues to voluntarily waive expenses.

412 :: Notes to Financial Statements :: December 31, 2022

5. Securities Transactions

The cost of security purchases and the proceeds from the sale of securities (excluding securities maturing less than one year from acquisition) during the year ended December 31, 2022 were as follows:

	Purchases		Sales
ProFund VP Asia 30	$	36,514,881	$	35,220,568
ProFund VP Banks		49,061,184		46,897,429
ProFund VP Basic Materials		10,027,537		11,089,996
ProFund VP Biotechnology		14,145,864		26,386,259
ProFund VP Bull		75,223,332		89,585,792
ProFund VP Consumer Goods		13,711,596		23,919,830
ProFund VP Consumer Services		3,798,615		10,681,990
ProFund VP Emerging Markets		9,825,724		8,880,706
ProFund VP Europe 30		20,105,558		21,014,056
ProFund VP Financials		4,553,490		12,782,510
ProFund VP Health Care		13,482,464		20,444,311
ProFund VP Industrials		10,043,875		14,241,528
ProFund VP Internet		3,093,693		6,889,808
ProFund VP Large-Cap Growth		29,002,403		40,852,833
ProFund VP Large-Cap Value		36,030,632		36,084,161
ProFund VP Mid-Cap Growth		13,389,190		17,964,936
ProFund VP Mid-Cap Value		25,523,089		28,988,863
ProFund VP Nasdaq-100		6,248,622		34,988,899
ProFund VP Oil & Gas		39,150,416		26,003,245
ProFund VP Pharmaceuticals		8,926,772		10,878,155
ProFund VP Real Estate		6,789,392		11,425,320
ProFund VP Semiconductor		30,461,300		34,495,697
ProFund VP Small-Cap		955,585		2,223,549
ProFund VP Small-Cap Growth		12,751,836		18,816,364
ProFund VP Small-Cap Value		23,428,062		28,645,634
ProFund VP Technology		60,633,938		68,438,415
ProFund VP Telecommunications		2,858,413		4,842,802
ProFund VP UltraBull		2,895,805		8,304,257
ProFund VP UltraMid-Cap		3,277,634		9,152,040
ProFund VP UltraNasdaq-100		23,231,322		101,364,028
ProFund VP UltraSmall-Cap		5,666,050		7,509,878
ProFund VP Utilities		16,149,820		10,813,366

The cost of U.S. government security purchases and the proceeds from the sale of U.S. government securities (excluding securities maturing less than one year from acquisition) during the year ended December 31, 2022 were as follows:

	Purchases		Sales
ProFund Access VP High Yield	$	102,379,666	$	99,529,633
ProFund VP U.S. Government Plus		20,818,019		22,070,756

6. Investment Risks

Some risks apply to all ProFunds VP, while others are specific to the investment strategy of certain ProFunds VP. Each ProFund VP may be subject to other risks in addition to these identified risks. This section discusses certain common principal risks encountered by the ProFunds VP. The risks are presented in an order intended to facilitate readability, and their order does not imply that the realization of one risk is likely to occur more frequently than another risk, nor does it imply that the realization of one risk is likely to have a greater adverse impact than another risk.

Risks Associated with the Use of Derivatives

Certain ProFunds VP may obtain investment exposure through derivatives. Investing in derivatives may be considered aggressive and may expose the ProFund VP to greater risks and may result in larger losses or smaller gains than investing directly in the reference asset(s) underlying those derivatives (e.g., securities in the Index). These risks include counterparty risk, liquidity risk and increased correlation risk. When the ProFund VP uses derivatives, there may be imperfect correlation between the value of the reference asset(s) underlying the derivative (e.g., securities in the Index) and the derivative, which may prevent the ProFund VP from achieving its investment objective. Because derivatives often require only a limited initial investment, the use of derivatives also may expose the ProFund VP to losses in excess of those amounts initially invested.

Certain ProFunds VP may use a combination of swaps on the Index and swaps on an ETF that is designed to track the performance of the Index. The performance of an ETF may not track the performance of the Index due to embedded costs and other factors. Thus, to the extent the ProFund VP invests in swaps that use an ETF as the reference asset, the ProFund VP may be subject to greater correlation risk and may not achieve as high a degree of correlation with the Index as it would if the ProFund VP only used swaps on the Index.

December 31, 2022 :: Notes to Financial Statements :: 413

Moreover, with respect to the use of swap agreements, if the Index has a dramatic intraday move that causes a material decline in a ProFund VP's net assets, the terms of a swap agreement between the ProFund VP and its counterparty may permit the counterparty to immediately close out the transaction with the ProFund VP. In that event, the ProFund VP may be unable to enter into another swap agreement or invest in other derivatives to achieve the desired exposure consistent with the ProFund VP's investment objective. This, in turn, may prevent the ProFund VP from achieving its investment objective, even if the Index reverses all or a portion of its intraday move by the end of the day. As a result, the value of an investment in the ProFund VP may change quickly and without warning. Any costs associated with using derivatives will also have the effect of lowering the ProFund VP's return.

Compounding Risk

Certain ProFunds VP are "geared" funds ("Geared Funds") in the sense that the ProFund VP has an investment objective to match a multiple, the inverse, or an inverse multiple of the performance of a benchmark on a single day, not for any other period. A "single day" is measured from the time a ProFund VP calculates its net asset value ("NAV") to the time of the ProFund VP's next NAV calculation. These Geared Funds are subject to all of the correlation risks described below. In addition, because these ProFunds VP have a single day investment objective, for periods greater than one day, the effect of compounding may cause the performance of a ProFund VP to vary from the benchmark performance (or the inverse of the benchmark performance) times the stated multiple in the ProFund VP objective, as applicable, before accounting for fees and ProFund VP expenses. As explained in greater detail in their Prospectuses, as a result of compounding, Geared Funds are unlikely to provide a simple multiple (e.g. -1x, 2x, or -2x) of a benchmark's return over periods longer than a single day.

Leverage Risk

Certain ProFunds VP utilize leverage (i.e., obtain investment exposure in excess of their assets) in seeking to achieve their investment objective and will lose more money in market environments adverse to their daily objective than similar funds that do not employ leverage.

Because the ProFunds VP that utilize leverage include either multipliers of 2x or 1.25x (or sometimes the inverse thereof), a single day adverse price movement of more than 50% or 80%, respectively, in a relevant benchmark, could result in the total loss of an investor's investment.

Active Investor Risk

Each ProFund VP permits short-term trading of its securities. In addition, the Advisor expects a significant portion of the assets invested in a ProFund VP to come from professional money managers and investors who use the ProFund VP as part of active trading or tactical asset allocation strategies. These strategies often call for frequent trading to take advantage of anticipated changes in market conditions, which could increase portfolio turnover, and may result in additional costs for the ProFund VP. In addition, large movements of assets into and out of the ProFund VP may have a negative impact on the ProFund VP's ability to achieve its investment objective or maintain a consistent level of operating expenses. In certain circumstances, the ProFund VP's expense ratio may vary from current estimates or the historical ratio disclosed in the ProFund VP's prospectus.

Active Management Risk

ProFund Access VP High Yield Fund is actively managed, and its performance reflects the investment decisions that the Advisor makes for the ProFund. The Advisor's judgements about the ProFund VP's investments may prove to be incorrect. If the investments selected and strategies employed by the ProFund VP fail to produce the intended results, the ProFund VP could underperform or have negative returns as compared to other funds with a similar investment objective and/or strategies.

Concentration Risk

Certain non-money market ProFunds VP may be subject to concentration risk. Concentration risk results from maintaining concentrated exposure to certain types of issuers, industries, market sectors, countries or geographical regions. A ProFund VP that concentrates its investments will be more susceptible to risks associated with that concentration. With respect to the Sector ProFunds VP, a ProFund VP may have significant exposure to an individual industry that constitutes a significant portion of that ProFund VP's benchmark. Such a ProFund VP will be more susceptible to the risks associated with that specific industry, which may be different from the risks generally associated with other benchmarks. Each ProFund VP will concentrate its investments in a particular industry or group of industries to approximately the same extent as its benchmark, up to the extent permitted by applicable regulatory guidance. Additionally, certain ProFunds VP that focus their investments in particular countries or geographic regions may be particularly susceptible to economic, political or regulatory events affecting those countries or regions. These ProFunds VP may be more volatile than a more geographically diversified ProFund VP. The Schedule of Portfolio Investments includes information on each ProFund VP's holdings, including industry and/or geographical composition, as relevant.

Correlation Risk

There is no guarantee that a ProFund VP will achieve a high degree of correlation with its benchmark. Failure to achieve a high degree of correlation may prevent a ProFund VP from achieving its investment objective, and the percentage change of the ProFund VP's NAV each day may differ, perhaps significantly, from the percentage change of the ProFund VP's benchmark on such day. This may be due, among other reasons, to the impact of a limited trading market in the underlying component securities on the calculation of the benchmark.

In order to achieve a high degree of correlation with the Index, a ProFund VP seeks to rebalance its portfolio daily to keep exposure consistent with its investment objective. Being materially under- or overexposed to the Index may prevent the ProFund VP from achieving a high degree of correlation with the Index. Market disruptions or closure, regulatory restrictions, market volatility and other factors will adversely affect the ProFund VP's ability to adjust exposure to requisite levels. The target amount of portfolio exposure is impacted dynamically by the Index's movements. Because of this, it is unlikely that the ProFund VP will have perfect

414 :: Notes to Financial Statements :: December 31, 2022

leveraged exposure at the end of each day and the likelihood of being materially under- or overexposed is higher on days when the Index level is volatile at or near the close of the trading day.

A number of other factors may adversely affect a ProFund VP's correlation with its benchmark, including material over- or underexposure, fees, expenses, transaction costs, financing costs associated with the use of derivatives, income items, valuation methodology, accounting standards and disruptions or illiquidity in the markets for the securities or financial instruments in which a ProFund VP invests. A ProFund VP may not have investment exposure to all securities in its benchmark, or its weighting of investment exposure to stocks or industries may be different from that of the benchmark. In addition, a ProFund VP may invest in securities not included in the benchmark or in financial instruments. Each ProFund VP may take or refrain from taking positions in order to improve tax efficiency or comply with regulatory restrictions, either of which may negatively affect the ProFund VP's correlation with its benchmark. A ProFund VP may also be subject to large movements of assets into and out of the ProFund VP, potentially resulting in the ProFund VP being over- or underexposed to its benchmark, and may be impacted by index reconstitutions and index rebalancing events. Additionally, a ProFund VP's underlying holdings or reference assets may trade on markets that may or may not be open on the same day as the ProFund VP. Each ProFund VP (other than the Classic ProFunds VP, the Sector ProFunds VP, ProFund VP Falling U.S. Dollar and ProFund VP Government Money Market) seeks to rebalance its portfolio daily to keep its leveraged, inverse or inverse leveraged exposure to the benchmark consistent with its investment objective. Any of these factors could decrease correlation between the performance of a ProFund VP and may hinder a ProFund VP's ability to meet its investment objective on or around that day.

Credit Default Swaps (CDS) Risk

While the Profund Access VP High Yield will normally be a net "seller" of CDS, at times the ProFund Access VP High Yield may be a net "buyer" of CDS. When the ProFund VP is a seller of credit protection, upon the occurrence of a credit event, the counterparty to the ProFund VP will have an obligation to pay the full notional value of a defaulted reference entity less recovery value. When the ProFund VP is a buyer of credit protection, upon the occurrence of a credit event, the counterparty to the ProFund VP will have an obligation to pay the full notional value of a defaulted reference entity less recovery value. Recovery values for CDS are generally determined via an auction process to determine the final price for a given reference entity. Although, the ProFund VP intends, as practicable, to obtain exposure through centrally cleared CDS, an active market may not exist for any of the CDS in which the ProFund VP invests or in the reference entities subject to the CDS. As a result, the ProFund VP's ability to maximize returns or minimize losses on such CDS may be impaired. Other risks of CDS include difficulty in valuation due to the lack of pricing transparency and the risk that changes in the value of the CDS do not reflect changes in the credit quality of the underlying reference entities or may otherwise perform differently than expected given market conditions. Because the ProFund VP may use a single counterparty or a small number of counterparties, certain CDS involve many reference entities and there are no limitations on the notional amount established for the CDS. As a result, counterparty risk may be amplified.

Counterparty Risk

A ProFund VP that will invest in financial instruments involving third parties (i.e., counterparties) is subject to counterparty risk. The use of financial instruments, such as swap agreements or futures contracts, involves risks that are different from those associated with ordinary portfolio securities transactions. Certain ProFunds VP will be subject to credit risk (i.e., the risk that a counterparty is unwilling or unable to make timely payments to meet its contractual obligations) with respect to the amount they expect to receive from counterparties to financial instruments and repurchase agreements entered into by the ProFunds VP. Each ProFund VP generally structures the agreement such that either party can terminate the contract without penalty prior to the termination date. A ProFund VP may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations, the value of an investment in each ProFund VP may decline. A ProFund VP may experience significant delays in obtaining any recovery in a bankruptcy or other reorganization proceeding and a ProFund VP may obtain only limited recovery or may obtain no recovery in such circumstances.

The ProFunds VP typically enter into transactions with counterparties whose credit rating at the time of the transaction is investment grade, as determined by a nationally recognized statistical rating organization, or, if unrated, judged by the Advisor to be of comparable quality. These are usually major, global financial institutions. Although the counterparty to an exchange-traded futures contract is often backed by a futures commission merchant ("FCM") or clearing organization that is further backed by a group of financial institutions, there may be instances in which the FCM or the clearing organization could fail to perform its obligations, causing significant losses to the ProFund VP. For example, a ProFund VP could lose margin payments it has deposited with a clearing organization as well as gains owed but not paid to the ProFund VP if the clearing organization becomes insolvent or otherwise fails to perform its obligations.

Under current CFTC regulations, a FCM maintains customers' assets in a bulk segregated account. If a FCM fails to do so, or is unable to satisfy a substantial deficit in a customer account, its other customers may be subject to risk of loss of their funds in the event of that FCM's bankruptcy. In that event, in the case of futures, the FCM's customers are entitled to recover, even in respect of property specifically traceable to them, only a proportional share of all property available for distribution to all of that FCM's customers. In the case of cleared swaps, customers of a FCM in bankruptcy are entitled to recover assets specifically attributable to them pursuant to new CFTC regulations, but may nevertheless risk loss of some or all of their assets due to accounting or operational issues or due to legal risk in connection with the application of bankruptcy law to cleared swaps.

Natural Disaster/Epidemic Risk

Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis and other severe weather-related phenomena generally, and widespread disease, including pandemics and epidemics (for example, the novel coronavirus

December 31, 2022 :: Notes to Financial Statements :: 415

(COVID-19)), have been and can be highly disruptive to economies and markets and have recently led, and may continue to lead, to increased market volatility and significant market losses. Such as natural disaster and health crises could exacerbate political, social, and economic risks previously mentioned, and result in significant breakdowns, delays, shutdowns, social isolation, and other disruptions to important global, local and regional supply chains affected, with potential corresponding results on the operating performance of the ProFund and its investments. A climate of uncertainty and panic, including the contagion of infectious viruses or diseases, may adversely affect global, regional, and local economies and reduce the availability of potential investment opportunities, and increases the difficulty of performing due diligence and modeling market conditions, potentially reducing the accuracy of financial projections. Under these circumstances, the ProFund may have difficulty achieving its investment objective which may adversely impact performance. Further, such events can be highly disruptive to economies and markets, significantly disrupt the operations of individual companies (including, but not limited to, the ProFund's investment advisor and third party service providers), sectors, industries, markets, securities and commodity exchanges, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of the ProFund's investments. These factors can cause substantial market volatility, exchange trading suspensions and closures and can impact the ability of the ProFund to complete redemptions and otherwise affect ProFund performance and ProFund trading in the secondary market. A widespread crisis may also affect the global economy in ways that cannot necessarily be foreseen at the current time. How long such events will last and whether they will continue or recur cannot be predicted. Impacts from these events could have significant impact on the ProFund's performance, resulting in losses to your investment.

Risk that Current Assumptions and Expectations Could Become Outdated As a Result of Global Economic Shocks

The onset of the novel coronavirus (COVID-19) has caused significant shocks to global financial markets and economies, with many governments taking extreme actions to slow and contain the spread of COVID-19 (including any variants). These actions have had, and likely will continue to have, a severe economic impact on global economies as economic activity in some instances has essentially ceased. The global economic shocks being experienced as of the date hereof may cause the underlying assumptions and expectations of the ProFund to quickly become outdated or inaccurate, resulting in significant losses. Additionally, other public health issues, war, military conflicts, sanctions, acts of terrorism, sustained elevated inflation, supply chain issues or other events could have a significant negative impact on global financial markets and economies. Russia's recent military incursions in Ukraine have led to, and may lead to additional sanctions being levied by the United States, European Union and other countries against Russia. Russia's military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the value of the ProFund's investments, even beyond any direct exposure the ProFund may have to the region or to adjoining geographic regions. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could have a severe adverse effect on the region, including significant negative impacts on the economy and the markets for certain securities and commodities, such as oil and natural gas. How long such tensions and related events will last cannot be predicted. These tensions and any related events could have significant impact on the ProFund performance and the value of an investment in the ProFund.

Debt Instruments Risk

The ProFunds VP may invest in, or seek exposure to, debt instruments. Debt instruments are subject to adverse issuer, political, regulatory, market and economic developments, as well as developments that affect specific economic sectors, industries or segments of the fixed income market. Additionally, the credit quality of the issuer of a debt instrument (including the risk of a potential default) can also affect the price of a debt instrument. The perceived or actual inability of issuers, guarantors, or liquidity providers of debt instruments to make scheduled interest payments can negatively impact the performance of the ProFund VP. Debt instruments may have varying levels of sensitivity to changes in interest rates and other factors.

Typically, the price of outstanding debt instruments falls when interest rates rise. Without taking into account other factors, the prices of debt instruments with longer maturities may fluctuate more in response to interest rate changes than those of debt instruments with shorter maturities. Many types of debt instruments are subject to prepayment risk, which is the risk that the issuer of the security will repay principal (in part or in whole) prior to the maturity date. Debt instruments allowing prepayment may offer less potential for gains during a period of declining interest rates, as a ProFund VP may be required to reinvest the proceeds received at lower interest rates. These factors may cause the value of an investment in the ProFund VP to change. Also, the securities of certain U.S. government agencies, authorities or instrumentalities are neither issued by nor guaranteed as to principal and interest by the U.S. government, and may be exposed to more credit risk than those issued by and guaranteed as to principal and interest by the U.S. government. All U.S. government securities are subject to credit risk. It is possible that the U.S. government may not be able to meet its financial obligations or that securities issued by the U.S. government may experience credit downgrades. Such a credit event may also adversely impact the financial markets. Certain ProFunds VP are inversely correlated to bond prices and will typically respond differently to the above factors than would a ProFund VP positively correlated to bond prices.

High Yield Risk

Investment in or exposure to high yield (lower rated) debt instruments (also known as "junk bonds") may involve greater levels of interest rate, credit, liquidity and valuation risk than for higher rated instruments. High yield debt instruments may be more sensitive to economic changes, political changes, or adverse developments specific to a company than other fixed income instruments. These securities are subject to greater risk of loss, greater sensitivity to economic changes, valuation difficulties, and a potential lack of a secondary or public market for securities. High

416 :: Notes to Financial Statements :: December 31, 2022

yield debt instruments are considered predominantly speculative with respect to the issuer's continuing ability to make principal and interest payments and, therefore, such instruments generally involve greater risk of default or price changes than higher rated debt instruments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce market liquidity (liquidity risk). Less active markets may diminish a ProFund VP's ability to obtain accurate market quotations when valuing the portfolio securities and thereby give rise to valuation risk. High yield debt instruments may also present risks based on payment expectations. For example, these instruments may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, the ProFund VP would have to replace the security with a lower yielding security, resulting in a decreased return for investors. If the issuer of a security is in default with respect to interest or principal payments, the issuer's security could lose its entire value. Furthermore, the transaction costs associated with the purchase and sale of high yield debt instruments may vary greatly depending upon a number of factors and may adversely affect a ProFund VP's performance.

Index Performance Risk

Certain ProFunds VP linked to an index will be subject to index performance risk. There is no guarantee or assurance that the methodology used by the third-party provider to create the Index will result in the ProFund VP achieving high, or even positive, returns. Further, there can be no guarantee that the methodology underlying the Index or the daily calculation of the Index will be free from error. It is also possible that the value of the Index may be subject to intentional manipulation by third-party market participants. The Index may underperform, and the ProFund VP could lose value, while other indices or measures of market performance increase in value.

Financing Rates Associated with Derivatives

The performance of ProFunds VP that use derivatives was impacted by the related financing costs. Financial instruments such as futures contracts carry implied financing costs. Forward and swap financing rates are negotiated between the ProFunds VP and their counterparties, and are set at the Fed Funds rate ("FEDL01") plus or minus a negotiated spread. The Fed Funds rate appreciated from 0.05% to 4.50% during the fiscal year. Each ProFund VP with long exposure via derivatives was generally negatively affected by financing rates. Conversely, most ProFunds VP with short/inverse derivative exposure generally benefited from financing rates.

Liquidity Risk

In certain circumstances, such as the disruption of the orderly markets for the securities or financial instruments in which a ProFund VP invests, the ProFunds VP might not be able to acquire or dispose of certain holdings quickly or at prices that represent true fair value in the judgment of the Advisor. Markets for the securities or financial instruments in which a ProFund VP invests may be disrupted by a number of events, including but not limited to economic crises, natural disasters, new legislation, or regulatory changes inside or outside of the U.S. For example, regulation limiting the ability of certain financial institutions to invest in certain securities would likely reduce the liquidity of those securities. These situations may prevent a ProFund VP from limiting losses, realizing gains, or from achieving a high correlation (or inverse correlation) with its underlying benchmark.

7. Federal Income Tax Information

The tax character of distributions paid to shareholders during the tax years ended, as noted below, were as follows:

	Year Ended December 31, 2022								Year Ended December 31, 2021
	Distributions Paid from Ordinary Income		Distributions Paid from Net Long-Term Gains		Tax Return of Capital		Total Distributions Paid		Distributions Paid from Ordinary Income		Distributions Paid from Net Long-Term Gains		Tax Return of Capital		Total Distributions Paid
ProFund Access VP High Yield	$	595,085	$	—	$	—	$	595,085	$	490,299	$	—	$	—	$	490,299
ProFund VP Asia 30		95,017		2,232,606		—		2,327,623		177,657		4,210,725		—		4,388,382
ProFund VP Banks		49,018		—		—		49,018		82,428		—		—		82,428
ProFund VP Basic Materials		138,448		53,432		—		191,880		254,694		295,399		—		550,093
ProFund VP Bear		—		—		—		—		20,517		1,179		—		21,696
ProFund VP Biotechnology		197,061		8,620,057		—		8,817,118		384,376		—		—		384,376
ProFund VP Bull		4,194,088		1,291,627		—		5,485,715		1,730,614		2,971,176		—		4,701,790
ProFund VP Consumer Goods		488,033		48,178		—		536,211		297,851		765,184		—		1,063,035
ProFund VP Consumer Services		60,825		139,786		—		200,611		930,394		1,515,195		—		2,445,589
ProFund VP Dow 30		44,674		—		—		44,674		55,117		—		—		55,117
ProFund VP Emerging Markets		110,840		—		—		110,840		—		—		—		—
ProFund VP Europe 30		816,976		138,048		—		955,024		163,002		—		—		163,002
ProFund VP Falling U.S. Dollar		—		—		—		—		1,014		14,881		—		15,895
ProFund VP Financials		265,645		116,404		—		382,049		363,519		2,335,855		—		2,699,374
ProFund VP Government Money Market		375,075		—		—		375,075		5,562		—		—		5,562
ProFund VP Health Care		364,507		2,227,197		—		2,591,704		499,530		3,738,461		—		4,237,991
ProFund VP Industrials		74,737		115,158		—		189,895		40,631		1,131,548		—		1,172,179
ProFund VP International		461,505		—		—		461,505		—		—		—		—
ProFund VP Internet		—		3,971,476		—		3,971,476		769,852		2,812,110		—		3,581,962
ProFund VP Japan		60,553		296,292		—		356,845		387,547		718,980		—		1,106,527
ProFund VP Large-Cap Growth		120,408		3,618,565		—		3,738,973		670,296		3,262,142		—		3,932,438

December 31, 2022 :: Notes to Financial Statements :: 417

	Year Ended December 31, 2022								Year Ended December 31, 2021
	Distributions Paid from Ordinary Income		Distributions Paid from Net Long-Term Gains		Tax Return of Capital		Total Distributions Paid		Distributions Paid from Ordinary Income		Distributions Paid from Net Long-Term Gains		Tax Return of Capital		Total Distributions Paid
ProFund VP Large-Cap Value	$	72,492	$	201,284	$	—	$	273,776	$	149,393	$	—	$	—	$	149,393
ProFund VP Mid-Cap		2,138,942		292,514		—		2,431,456		607,067		—		—		607,067
ProFund VP Mid-Cap Growth		455,295		2,534,042		—		2,989,337		270,436		1,446,994		—		1,717,430
ProFund VP Mid-Cap Value		700,703		1,426,381		—		2,127,084		54,454		—		—		54,454
ProFund VP Nasdaq-100		9,788,260		10,171,071		—		19,959,331		13,205,051		5,754,779		—		18,959,830
ProFund VP Oil & Gas		658,231		—		—		658,231		528,770		—		—		528,770
ProFund VP Pharmaceuticals		181,043		670,360		—		851,403		236,561		—		—		236,561
ProFund VP Real Estate		440,861		162,329		—		603,190		3,298		—		—		3,298
ProFund VP Semiconductor		671,419		26,089		—		697,508		743,390		312,175		—		1,055,565
ProFund VP Short Emerging Markets		13,998		—		—		13,998		—		—		—		—
ProFund VP Short Mid-Cap		—		—		—		—		139,495		—		—		139,495
ProFund VP Short Nasdaq-100		—		—		—		—		148,179		76,706		—		224,885
ProFund VP Small-Cap		1,044,374		490,095		—		1,534,469		492,926		274,681		—		767,607
ProFund VP Small-Cap Growth		552,099		1,989,453		—		2,541,552		481,395		1,270,548		—		1,751,943
ProFund VP Small-Cap Value		1,850,348		1,973,977		—		3,824,325		29,211		—		—		29,211
ProFund VP Technology		1,317,218		5,172,582		—		6,489,800		1,784,842		1,809,709		—		3,594,551
ProFund VP Telecommunications		103,492		—		—		103,492		81,611		—		—		81,611
ProFund VP UltraBull		2,078,580		948,359		—		3,026,939		—		—		—		—
ProFund VP UltraMid-Cap		3,468,388		589,136		—		4,057,524		—		—		—		—
ProFund VP UltraNasdaq-100		72,449,015		1,258,151		—		73,707,166		49,379,390		6,317,292		—		55,696,682
ProFund VP UltraShort Dow 30		—		—		—		—		109,160		—		—		109,160
ProFund VP UltraShort Nasdaq-100		—		—		—		—		2,439,139		—		—		2,439,139
ProFund VP UltraSmall-Cap		2,923,886		639,688		—		3,563,574		2,071,442		182,370		—		2,253,812
ProFund VP U.S. Government Plus		—		—		—		—		2,851,086		—		—		2,851,086
ProFund VP Utilities		391,040		426,398		—		817,438		492,932		—		—		492,932

As of the latest tax year ended December 31, 2022, the components of accumulated earnings (deficit) on a tax basis were as follows:

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Distributions Payable		Accumulated Capital and Other Losses			Unrealized Appreciation/ (Depreciation)			Total Accumulated Earnings/ (Deficit)
ProFund Access VP High Yield	$	455,481	$	—	$	—	$	(5,018,078	)	$	(102,720	)	$	(4,665,317	)
ProFund VP Asia 30		17,533		669,692		—		—			(1,353,643	)		(666,418	)
ProFund VP Banks		65,310		—		—		(5,494,613	)		352,746			(5,076,557	)
ProFund VP Basic Materials		72,950		—		—		(779,497	)		6,520,287			5,813,740
ProFund VP Bear		7,959		—		—		(22,522,623	)		(12,183	)		(22,526,847	)
ProFund VP Biotechnology		—		6,518,064		—		—			21,806,602			28,324,666
ProFund VP Bull		—		8,733,934		—		—			18,879,131			27,613,065
ProFund VP Consumer Goods		343,272		1,462,883		—		—			7,024,124			8,830,279
ProFund VP Consumer Services		—		1,013,991		—		—			5,271,705			6,285,696
ProFund VP Dow 30		129		—		—		(1,674,077	)		(881	)		(1,674,829	)
ProFund VP Emerging Markets		422,942		—		—		(8,203,731	)		3,855,137			(3,925,652	)
ProFund VP Europe 30		314,873		—		—		(1,113,907	)		654,020			(145,014	)
ProFund VP Falling U.S. Dollar		—		—		—		(384,262	)		—			(384,262	)
ProFund VP Financials		122,130		1,062,731		—		—			13,313,317			14,498,178
ProFund VP Government Money Market		—		—		—		(36,237	)		—			(36,237	)
ProFund VP Health Care		—		4,450,780		—		—			30,015,599			34,466,379
ProFund VP Industrials		—		1,349,719		—		—			7,505,557			8,855,276
ProFund VP International		—		—		—		(3,206,923	)		(84,093	)		(3,291,016	)
ProFund VP Internet		—		1,717,154		—		—			766,054			2,483,208
ProFund VP Japan		—		—		—		(849,238	)		(3,217	)		(852,455	)
ProFund VP Large-Cap Growth		—		3,728,771		—		—			6,247,558			9,976,329
ProFund VP Large-Cap Value		87,123		1,233,161		—		—			1,413,577			2,733,861
ProFund VP Mid-Cap		—		—		—		(2,679,496	)		(17,158	)		(2,696,654	)
ProFund VP Mid-Cap Growth		—		78,944		—		—			1,852,200			1,931,144
ProFund VP Mid-Cap Value		40,616		688,633		—		—			57,924			787,173
ProFund VP Nasdaq-100		—		620,920		—		—			39,088,377			39,709,297

418 :: Notes to Financial Statements :: December 31, 2022

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Distributions Payable		Accumulated Capital and Other Losses			Unrealized Appreciation/ (Depreciation)			Total Accumulated Earnings/ (Deficit)
ProFund VP Oil & Gas	$	1,187,916	$	—	$	—	$	(1,273,114	)	$	29,534,511		$	29,449,313
ProFund VP Pharmaceuticals		61,386		228,206		—		—			3,193,648			3,483,240
ProFund VP Precious Metals		—		—		—		(64,729,738	)		(285,127	)		(65,014,865	)
ProFund VP Real Estate		27,181		1,185,808		—		—			2,732,684			3,945,673
ProFund VP Rising Rates Opportunity		16,031		—		—		(24,690,424	)		1,748,208			(22,926,185	)
ProFund VP Semiconductor		—		397,741		—		—			4,101,692			4,499,433
ProFund VP Short Dow 30		—		—		—		(119,038	)		21			(119,017	)
ProFund VP Short Emerging Markets		4,339		—		—		(2,616,989	)		8,897			(2,603,753	)
ProFund VP Short International		13,615		—		—		(2,392,971	)		17,489			(2,361,867	)
ProFund VP Short Mid-Cap		1,059		—		—		(2,593,526	)		113			(2,592,354	)
ProFund VP Short Nasdaq-100		—		5,864		—		(15,125,024	)		(61,338	)		(15,180,498	)
ProFund VP Short Small-Cap		131,293		11,997		—		(5,873,280	)		(26,214	)		(5,756,204	)
ProFund VP Small-Cap		—		—		—		(911,647	)		773,147			(138,500	)
ProFund VP Small-Cap Growth		—		431,756		—		—			2,599,422			3,031,178
ProFund VP Small-Cap Value		33,704		777,468		—		—			(1,473,875	)		(662,703	)
ProFund VP Technology		—		5,510,717		—		—			18,388,141			23,898,858
ProFund VP Telecommunications		58,848		—		—		(889,766	)		91,121			(739,797	)
ProFund VP UltraBull		—		—		—		(17,550,866	)		5,139,488			(12,411,378	)
ProFund VP UltraMid-Cap		—		—		—		(2,274,867	)		1,776,838			(498,029	)
ProFund VP UltraNasdaq-100		—		—		—		(87,833,413	)		38,876,118			(48,957,295	)
ProFund VP UltraShort Dow 30		6		—		—		(968,655	)		24			(968,625	)
ProFund VP UltraShort Nasdaq-100		—		—		—		(5,412,029	)		(109,145	)		(5,521,174	)
ProFund VP UltraSmall-Cap		—		—		—		(9,118,483	)		1,236,916			(7,881,567	)
ProFund VP U.S. Government Plus		79,921		—		—		(7,392,894	)		(543,910	)		(7,856,883	)
ProFund VP Utilities		416,841		—		—		(544,061	)		16,345,218			16,217,998

As of the latest tax year ended December 31, 2022, the following ProFunds VP have net capital loss carryforwards ("CLCFs") as summarized in the tables below.

	No Expiration Date
ProFund Access VP High Yield	$	5,018,078	*
ProFund VP Banks		5,494,612	*
ProFund VP Basic Materials		779,496
ProFund VP Bear		22,522,623	*
ProFund VP Dow 30		1,674,077	*
ProFund VP Emerging Markets		8,203,731	*
ProFund VP Europe 30		1,113,907
ProFund VP Falling U.S. Dollar		384,262	*
ProFund VP Government Money Market		36,237
ProFund VP International		3,206,923	*
ProFund VP Japan		849,238	*
ProFund VP Mid-Cap		2,679,496
ProFund VP Oil & Gas		1,273,114
ProFund VP Precious Metals		64,729,738
ProFund VP Rising Rates Opportunity		24,690,424	*
ProFund VP Short Dow 30		119,038	*
ProFund VP Short Emerging Markets		2,616,989	*
ProFund VP Short International		2,392,971	*
ProFund VP Short Mid-Cap		2,593,526	*
ProFund VP Short Nasdaq-100		15,125,024	*
ProFund VP Short Small-Cap		5,873,280	*
ProFund VP Small-Cap		911,647
ProFund VP Telecommunications		889,766
ProFund VP UltraBull		17,550,866	*
ProFund VP UltraMid-Cap		2,274,867
ProFund VP UltraNasdaq-100		87,833,413
ProFund VP UltraShort Dow 30		968,655	*
ProFund VP UltraShort Nasdaq-100		5,412,029	*
ProFund VP UltraSmall-Cap		9,118,483
ProFund VP U.S. Government Plus		7,392,894
ProFund VP Utilities		544,061

*  All or a portion are limited as a result of changes in the ProFund VP ownership during the year and in prior years.

December 31, 2022 :: Notes to Financial Statements :: 419

Unused limitations accumulate and increase limited CLCFs available for use in offsetting net capital gains. The tax character of current year distribution paid and the tax basis of the current components of accumulated earnings (deficit) and any CLCFs will be determined at the end of the current tax year. The Board does not intend to authorize a distribution of any realized gain for a ProFund VP until any applicable CLCF has been offset or expires.

As of December 31, 2022, the cost, gross unrealized appreciation and gross unrealized depreciation on investment securities and derivatives, for federal income tax purposes, were as follows:

	Tax Cost		Tax Unrealized Appreciation		Tax Unrealized Depreciation			Net Unrealized Appreciation/ (Depreciation)
ProFund Access VP High Yield	$	16,774,625	$	—	$	(102,720	)	$	(102,720	)
ProFund VP Asia 30		22,118,275		5,212,263		(6,565,906	)		(1,353,643	)
ProFund VP Banks		3,239,247		2,707,240		(2,354,494	)		352,746
ProFund VP Basic Materials		7,014,986		8,540,983		(2,020,696	)		6,520,287
ProFund VP Bear		4,149,696		—		(12,183	)		(12,183	)
ProFund VP Biotechnology		23,396,054		27,344,901		(5,538,299	)		21,806,602
ProFund VP Bull		26,665,574		22,216,941		(3,337,810	)		18,879,131
ProFund VP Consumer Goods		4,373,375		8,270,516		(1,246,392	)		7,024,124
ProFund VP Consumer Services		9,970,141		7,013,233		(1,741,528	)		5,271,705
ProFund VP Dow 30		270,000		—		(881	)		(881	)
ProFund VP Emerging Markets		15,549,760		6,396,665		(2,541,528	)		3,855,137
ProFund VP Europe 30		15,495,270		4,848,104		(4,194,084	)		654,020
ProFund VP Falling U.S. Dollar		508,279		—		—			—
ProFund VP Financials		14,049,565		19,974,158		(6,660,841	)		13,313,317
ProFund VP Government Money Market		36,612,252		—		—			—
ProFund VP Health Care		13,058,726		32,990,751		(2,975,152	)		30,015,599
ProFund VP Industrials		6,775,236		8,672,872		(1,167,315	)		7,505,557
ProFund VP International		12,578,000		—		(84,093	)		(84,093	)
ProFund VP Internet		7,287,447		3,681,010		(2,914,956	)		766,054
ProFund VP Japan		6,722,080		—		(3,217	)		(3,217	)
ProFund VP Large-Cap Growth		9,586,170		6,988,838		(741,280	)		6,247,558
ProFund VP Large-Cap Value		14,633,323		3,741,404		(2,327,827	)		1,413,577
ProFund VP Mid-Cap		9,923,491		—		(17,158	)		(17,158	)
ProFund VP Mid-Cap Growth		10,105,211		2,685,700		(833,500	)		1,852,200
ProFund VP Mid-Cap Value		13,134,482		2,207,235		(2,149,311	)		57,924
ProFund VP Nasdaq-100		26,546,319		41,869,129		(2,780,752	)		39,088,377
ProFund VP Oil & Gas		33,675,704		36,552,276		(7,017,765	)		29,534,511
ProFund VP Pharmaceuticals		10,202,131		4,902,711		(1,709,063	)		3,193,648
ProFund VP Precious Metals		25,646,000		—		(285,127	)		(285,127	)
ProFund VP Real Estate		2,772,627		3,441,876		(709,192	)		2,732,684
ProFund VP Rising Rates Opportunity		14,784,802		1,748,208		—			1,748,208
ProFund VP Semiconductor		2,315,924		5,147,290		(1,045,598	)		4,101,692
ProFund VP Short Dow 30		7,000		21		—			21
ProFund VP Short Emerging Markets		857,000		8,897		—			8,897
ProFund VP Short International		2,994,000		17,489		—			17,489
ProFund VP Short Mid-Cap		90,000		113		—			113
ProFund VP Short Nasdaq-100		16,720,006		—		(61,338	)		(61,338	)
ProFund VP Short Small-Cap		3,106,000		—		(26,214	)		(26,214	)
ProFund VP Small-Cap		9,532,119		2,197,245		(1,424,098	)		773,147
ProFund VP Small-Cap Growth		11,364,354		3,768,712		(1,169,290	)		2,599,422
ProFund VP Small-Cap Value		19,972,544		3,301,102		(4,774,977	)		(1,473,875	)
ProFund VP Technology		6,506,822		20,842,019		(2,453,878	)		18,388,141
ProFund VP Telecommunications		3,783,646		971,479		(880,358	)		91,121
ProFund VP UltraBull		4,835,788		5,676,526		(537,038	)		5,139,488
ProFund VP UltraMid-Cap		6,608,691		2,390,339		(613,501	)		1,776,838
ProFund VP UltraNasdaq-100		31,695,864		42,015,209		(3,139,091	)		38,876,118
ProFund VP UltraShort Dow 30		4,000		24		—			24
ProFund VP UltraShort Nasdaq-100		15,265,000		—		(109,145	)		(109,145	)
ProFund VP UltraSmall-Cap		11,231,151		3,055,169		(1,818,253	)		1,236,916
ProFund VP U.S. Government Plus		9,150,066		3,027		(546,937	)		(543,910	)
ProFund VP Utilities		22,078,327		18,817,704		(2,472,486	)		16,345,218

420 :: Notes to Financial Statements :: December 31, 2022

8. Stock Splits and Reverse Share Splits

Effective December 14, 2020, the ProFund VP UltraNasdaq-100 underwent a 2-for-1 share split, the ProFund VP Short Small-Cap, ProFund VP UltraBull, ProFund VP UltraShort Nasdaq-100 each underwent a 1-for-4 reverse share split and the ProFund VP UltraShort Dow 30 underwent a 1-for-5 reverse share split.

Effective November 18, 2019, the ProFund VP Internet underwent a 3-for-1 share split, the ProFund VP Short Dow 30, the ProFund VP Short International, and the ProFund VP Short Nasdaq-100 each underwent a 1-for-4 reverse share split, and the ProFund VP UltraShort Dow 30 underwent a 1-for-8 reverse share split.

The effect of the share split transactions was to multiply the number of outstanding shares of the ProFund VP by the respective split factor, with a corresponding decrease in net asset value per share; and the effect of the reverse share split transactions was to divide the number of outstanding shares of the ProFunds VP by the respective reverse split factor, with a corresponding increase in the net asset value per share. These transactions did not change the net assets of these ProFunds VP or the value of a shareholder's investment.

The historical share transactions presented in the Statements of Changes in Net Assets and per share data presented in the Financial Highlights have been adjusted retroactively to give effect to the share splits and reverse share splits.

9. Shareholder Concentration

Ownership of more than 25% of the voting securities for a fund creates presumptions of control of the fund, under Section 2(a)(9) of the 1940 Act. As of December 31, 2022, the Advisor was deemed a significant shareholder of each of ProFund VP Dow 30, ProFund VP Short Dow 30, and ProFund VP UltraShort Dow 30 as the Advisor's ownership of total shares outstanding of each ProFund VP was 44%, 65%, and 92% respectively.

10. Subsequent Events

On December 13, 2022, the Board of Trustees approved a Plan of Liquidation and Termination for the Telecommunications UltraSector ProFund. Effective February 7, 2023, the Telecommunications UltraSector ProFund was liquidated and closed. Subsequently, the total number of separate investment portfolios in the Trust was reduced from 117 to 116.

Also on December 13, 2022, the Board of Trustees approved plans to change the underlying benchmark indices of certain Sector ProFunds VP to S&P Select Indices as follows:

ProFund VP	Current Index	New Index
ProFund VP Banks	Dow Jones U.S. Banks Index	S&P Banks Select Industry Index
ProFund VP Basic Materials	Dow Jones U.S. Basic Materials Index	S&P Materials Select Sector Index
ProFund VP Biotechnology	Dow Jones U.S. Biotechnology Index	S&P Biotechnology Select Industry Index
ProFund VP Consumer Goods	Dow Jones U.S. Consumer Goods Index	S&P Consumer Staples Select Sector Index
ProFund VP Consumer Services	Dow Jones U.S. Consumer Services Index	S&P Consumer Discretionary Select Sector Index
ProFund VP Financials	Dow Jones U.S. Financials Index	S&P Financial Select Sector Index
ProFund VP Health Care	Dow Jones U.S. Health Care Index	S&P Health Care Select Sector Index
ProFund VP Industrials	Dow Jones U.S. Industrials Index	S&P Industrials Select Sector Index
ProFund VP Oil & Gas	Dow Jones U.S. Oil & Gas Index	S&P Energy Select Sector Index
ProFund VP Pharmaceuticals	Dow Jones U.S. Select Pharmaceuticals Index	S&P Pharmaceuticals Select Industry Index
ProFund VP Real Estate	Dow Jones U.S. Real Estate Index	S&P Real Estate Select Sector Index
ProFund VP Telecommunications	Dow Jones U.S. Select Telecommunications Index	S&P Communication Services Select Sector Index
ProFund VP Technology	Dow Jones U.S. Technology Index	S&P Technology Select Sector Index
ProFund VP Utilities	Dow Jones U.S. Utilities Index	S&P Utilities Select Sector Index

These benchmark changes will also result in name changes for the following ProFunds VP:

Current Name	New Name
ProFund VP Basic Materials	ProFund VP Materials
ProFund VP Consumer Goods	ProFund VP Consumer Staples
ProFund VP Consumer Services	ProFund VP Consumer Discretionary
ProFund VP Oil & Gas	ProFund VP Energy
ProFund VP Telecommunications	ProFund VP Communication Services

The Advisor believes that the benchmark change will align these sector funds with leading S&P sector and industry indices that utilize the Global Industry Classification Standard (GICS), enabling investors to more effectively integrate them into their portfolios. The benchmark changes and corresponding ProFund VP name changes (as applicable) are anticipated to take effect after the market close on March 17, 2023.

Effective March 13, 2023 the ProFund VP UltraShort Nasdaq-100 will undergo a 1-for-5 reverse share split. The effect of the reverse share split transactions will be to divide the number of outstanding shares of the ProFund VP by the respective reverse split factor, with a corresponding increase in the net asset value per share. These transactions will not change the net assets of this ProFund VP or the value of a shareholder's investment.

December 31, 2022 :: Notes to Financial Statements :: 421

Since the effective date of the reverse share split is after the issuance date of this report, neither the Statements of Changes in Net Assets nor the per share data presented in the Financial Highlights have been retroactively adjusted to give effect to the reverse share split. Such retroactive adjustments will be presented in the ProFund VP's next registration statement to be dated on or about May 1, 2023.

The ProFunds VP have evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no additional subsequent events to report that would have a material impact on the ProFunds VP's financial statements.

422 :: Report of Independent Registered Public Accounting Firm

To the Board of Trustees of ProFunds and Shareholders of each of the fifty-one funds listed below

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of portfolio investments, of each of the funds listed below (fifty-one of the funds constituting ProFunds, hereafter collectively referred to as the "Funds") as of December 31, 2022, the related statements of operations for the year ended December 31, 2022, the statements of changes in net assets for each of the two years in the period ended December 31, 2022, including the related notes, and the financial highlights for each of the five years in the period ended December 31, 2022 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of December 31, 2022, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended December 31, 2022, and each of the financial highlights for each of the five years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

ProFund Access VP High Yield

ProFund VP Asia 30

ProFund VP Banks

ProFund VP Basic Materials

ProFund VP Bear

ProFund VP Biotechnology

ProFund VP Bull

ProFund VP Consumer Goods

ProFund VP Consumer Services

ProFund VP Dow 30

ProFund VP Emerging Markets

ProFund VP Europe 30

ProFund VP Falling U.S. Dollar

ProFund VP Financials

ProFund VP Government Money Market

ProFund VP Health Care

ProFund VP Industrials

ProFund VP International

ProFund VP Internet

ProFund VP Japan

ProFund VP Large-Cap Growth

ProFund VP Large-Cap Value

ProFund VP Mid-Cap

ProFund VP Mid-Cap Growth

ProFund VP Mid-Cap Value

ProFund VP Nasdaq-100

ProFund VP Oil & Gas

ProFund VP Pharmaceuticals

ProFund VP Precious Metals

ProFund VP Real Estate

ProFund VP Rising Rates Opportunity

ProFund VP Semiconductor

ProFund VP Short Dow 30

ProFund VP Short Emerging Markets

ProFund VP Short International

ProFund VP Short Mid-Cap

ProFund VP Short Nasdaq-100

ProFund VP Short Small-Cap

ProFund VP Small-Cap

ProFund VP Small-Cap Growth

ProFund VP Small-Cap Value

ProFund VP Technology

ProFund VP Telecommunications

ProFund VP U.S. Government Plus

ProFund VP UltraBull

ProFund VP UltraMid-Cap

ProFund VP UltraNasdaq-100

ProFund VP UltraShort Dow 30

ProFund VP UltraShort Nasdaq-100

ProFund VP UltraSmall-Cap

ProFund VP Utilities

Basis for Opinions

These financial statements are the responsibility of the Funds' management. Our responsibility is to express an opinion on the Funds' 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 Funds 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.

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, 2022 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 opinions.

/s/PricewaterhouseCoopers LLP
Baltimore, Maryland
February 17, 2023

We have served as the auditor of one or more investment companies in ProFunds and ProShares Trust group since 1997.

Additional Tax Information (unaudited) :: 423

Other Federal Income Tax Information:

For corporate shareholders, the following percentage of the total ordinary income dividends paid during the fiscal year ended December 31, 2022, qualify for the corporate dividends received deduction for the following ProFunds VP:

	Dividend Received Deduction
ProFund VP Banks	100.00	%
ProFund VP Basic Materials	100.00	%
ProFund VP Biotechnology	100.00	%
ProFund VP Bull	16.22	%
ProFund VP Consumer Goods	70.56	%
ProFund VP Consumer Services	100.00	%
ProFund VP Financials	100.00	%
ProFund VP Health Care	100.00	%
ProFund VP Industrials	100.00	%
ProFund VP Large-Cap Growth	100.00	%
ProFund VP Mid-Cap Growth	24.02	%
ProFund VP Mid-Cap Value	40.25	%
ProFund VP Nasdaq-100	5.43	%
ProFund VP Oil & Gas	100.00	%
ProFund VP Pharmaceuticals	100.00	%
ProFund VP Semiconductor	23.03	%
ProFund VP Small-Cap	10.81	%
ProFund VP Small-Cap Growth	31.68	%
ProFund VP Small-Cap Value	21.66	%
ProFund VP Technology	23.51	%
ProFund VP Telecommunications	100.00	%
ProFund VP UltraBull	7.45	%
ProFund VP UltraMid-Cap	3.94	%
ProFund VP UltraNasdaq-100	1.51	%
ProFund VP UltraSmall-Cap	4.05	%
ProFund VP Utilities	100.00	%

For the fiscal year ended December 31, 2022, the amount of long-term capital gain designated by the ProFunds VP were as follows:

	Long-Term Capital Gain
ProFund VP Asia 30	$	2,232,606
ProFund VP Basic Materials		53,432
ProFund VP Biotechnology		8,620,057
ProFund VP Bull		1,291,627
ProFund VP Consumer Goods		48,178
ProFund VP Consumer Services		139,786
ProFund VP Europe 30		138,048
ProFund VP Financials		116,404
ProFund VP Health Care		2,227,197
ProFund VP Industrials		115,158
ProFund VP Internet		3,971,476
ProFund VP Japan		296,292
ProFund VP Large-Cap Growth		3,618,565
ProFund VP Large-Cap Value		201,284
ProFund VP Mid-Cap		292,514
ProFund VP Mid-Cap Growth		2,534,042
ProFund VP Mid-Cap Value		1,426,381
ProFund VP Nasdaq-100		10,171,071
ProFund VP Pharmaceuticals		670,360
ProFund VP Real Estate		162,329
ProFund VP Semiconductor		26,089
ProFund VP Small-Cap		490,095
ProFund VP Small-Cap Growth		1,989,453
ProFund VP Small-Cap Value		1,973,977
ProFund VP Technology		5,172,582
ProFund VP UltraBull		948,359
ProFund VP UltraMid-Cap		589,136
ProFund VP UltraNasdaq-100		1,258,151
ProFund VP UltraSmall-Cap		639,688
ProFund VP Utilities		426,398

424 :: Additional Tax Information (unaudited)

For the fiscal year ended December 31, 2022, the amount of short-term capital gain designated by the ProFunds VP were as follows:

	Short-Term Capital Gain
ProFund VP Basic Materials	$	106,689
ProFund VP Biotechnology		197,061
ProFund VP Bull		4,194,088
ProFund VP Consumer Goods		481,307
ProFund VP Consumer Services		60,825
ProFund VP Dow 30		44,674
ProFund VP Europe 30		574,506
ProFund VP Financials		238,511
ProFund VP Health Care		364,507
ProFund VP Industrials		74,737
ProFund VP International		461,505
ProFund VP Japan		60,553
ProFund VP Large-Cap Growth		120,408
ProFund VP Mid-Cap		2,138,942
ProFund VP Mid-Cap Growth		455,295
ProFund VP Mid-Cap Value		679,795
ProFund VP Nasdaq-100		9,788,260
ProFund VP Pharmaceuticals		169,849
ProFund VP Real Estate		385,732
ProFund VP Semiconductor		671,419
ProFund VP Short Emerging Markets		13,998
ProFund VP Small-Cap		1,044,374
ProFund VP Small-Cap Growth		552,099
ProFund VP Small-Cap Value		1,850,347
ProFund VP Technology		1,317,218
ProFund VP UltraBull		2,078,580
ProFund VP UltraMid-Cap		3,468,388
ProFund VP UltraNasdaq-100		72,449,013
ProFund VP UltraSmall-Cap		2,923,886

December 31, 2022 (unaudited) :: Board Approval of Investment Advisory Agreement :: 425

At a meeting held on September 12-13, 2022, the Board of Trustees (the "Board") of ProFunds (the "Trust") considered the annual renewal of the Investment Advisory Agreement between ProFund Advisors LLC (the "Advisor") and the Trust, on behalf of each of its operational series (each a "Fund" and collectively the "Funds") (the "Advisory Agreement"). Certain Funds are designed to match, before fees and expenses, the performance of an underlying index both on a single day and over time (each a "Matching Fund" and, collectively, the "Matching Funds"). Certain other Funds are actively managed and are designed to meet a specified investment objective (each an "Active Fund" and, collectively, the "Active Funds"). Certain other Funds are "geared" funds that are designed to seek daily investment results, before fees and expenses, that correspond to the inverse (-1x), a multiple (i.e., 1.25x, 1.50x or 2x), or an inverse multiple (i.e., -1.25x or -2x) of the daily performance of an index or security (each a "Geared Fund" and, collectively, the "Geared Funds").

The Board did not identify any particular information that was most relevant to its consideration to approve the continuation of the Advisory Agreement and each Trustee may have afforded different weight to the various factors.

The Board received a memorandum from independent legal counsel to the Independent Trustees regarding the Board's responsibilities under state and federal law with respect to the Board's consideration of the renewal or approval of investment advisory agreements. The Independent Trustees were advised by their independent legal counsel throughout the process, including about the legal standards applicable to their review.

In response to a request from the Independent Trustees, the Advisor provided information for the Board to consider relating to the continuation of the Advisory Agreement, including information that addressed, among other things:

(i)	the nature, extent and quality of the services that were provided or proposed to be provided by the Advisor;
(ii)	the costs of the services to be provided and the profits realized by the Advisor;
(iii)	the investment performance of the Funds and the Advisor;
(iv)	the extent to which economies of scale might be realized as the Funds grow and whether fee levels reflect economies of scale, if any, for the benefit of Fund shareholders; and
(v)	other benefits to the Advisor and/or its affiliates from the relationship to the Funds.

It was noted that the Independent Trustees requested, and received, information from the Advisor concerning the Funds. In response to the request from the Independent Trustees, the Advisor provided information and reports relevant to the continuation of the Advisory Agreement, including, among other things:

·  information about the advisory services that were being provided by the Advisor with respect to the Funds;

·  the Advisor's Form ADV;

·  biographies of the employees of the Advisor who are primarily responsible for providing investment advisory services to the Funds;

·  information regarding each component of the contractual fee rates and actual fee rates for the prior fiscal year;

·  information regarding advisory fees earned versus advisory fees waived for previous periods;

·  performance information for prior periods;

·  comparative industry fee data;

· information about fees and other amounts that were received by the Advisor and its affiliates for non-advisory services with respect to the Funds;

· information regarding the Advisor's trade allocation and best execution policies and procedures;

· information about the financial condition of the Advisor;

·  information regarding how the Advisor monitors each Fund's compliance with regulatory requirements and Trust procedures; and

·   the Advisor's reputation, expertise and resources.

The Trustees retained the services of an independent consultant to assist in selecting a universe of peer group funds for each Fund (the "Peer Group") with similar investment strategies, as well as to help them in evaluating information with respect to certain aspects of their review, including the reasonableness of fees paid by the Funds. The Board evaluated all information available to it on a Fund-by-Fund basis, and their determinations were made separately with respect to each Fund.

In addition to the information provided and discussions that occurred at the meeting at which the Board took action regarding the renewal of the Advisory Agreement, the Board also considered information they received throughout the year as part of their regular oversight of the Funds.

Nature, Extent and Quality of the Advisor's Services

The Board reviewed the nature, extent and quality of the investment advisory services performed by the Advisor. The Board noted there were expected to be no significant differences between the scope of services provided by the Advisor in the past year and those to be provided in the upcoming year. The Board focused on the quality of the personnel and operations at the Advisor and the systems and processes required to manage the Funds effectively. In particular, the Board considered the following:

·   the investment objective of each Fund, the Advisor's description of the skills needed to manage each Fund and the Advisor's success in achieving the investment objectives of each Fund;

·   the key features of the Funds, including the unique asset classes and investment strategies of certain Funds, as well as the employment of optimization/sampling techniques necessary to manage certain Funds;

·   with respect to the Geared Funds, the fact that to maintain exposure consistent with each Geared Fund's daily investment objective, each Geared Fund needs to be rebalanced each day, an activity not typical of traditional index funds;

·   the size and experience of the Advisor's portfolio staff and the Advisor's ability to recruit, train and retain personnel with relevant experience and the specific expertise necessary to manage the Funds;

·   the structure of the portfolio staff compensation program and the incentives it is intended to provide;

·   the collateral, credit and cash management functions at the Advisor and the enhancements made in these areas;

426 :: Board Approval of Investment Advisory Agreement :: December 31, 2022 (unaudited)

·   the Advisor's development of investment strategies, including those involving the use of complex financial instruments and processes that maximize the Funds' ability to meet their stated investment objectives and minimize counterparty risk;

·  the Advisor's ability to monitor compliance with the Securities and Exchange Commission's liquidity rule, derivatives rule and valuation requirements, among other applicable regulatory requirements;

· a significant investment in personnel and state-of-the-art technology that the Advisor has made over the course of several years and, recently, instituting certain technological upgrades that would generally improve capacity as well as technological upgrades that have continued to contribute to successful remote working conditions during the COVID-19 pandemic;

·  for certain Bitcoin-linked Funds, the Advisor's familiarity with digital assets and Bitcoin in particular, as well as processes related to assessing risk and liquidity with respect to investments in Bitcoin futures, the Advisor's familiarity with the market for Bitcoin futures and its ability to manage the Funds and obtain appropriate exposure in that market, and the potential benefits of a futures-based approach; and

·   information regarding allocation of Fund brokerage and the selection of counterparties for Fund portfolio transactions, as well as the Advisor's ability to negotiate generally favorable terms with swap counterparties on behalf of various Funds.

The Board considered that the Advisor oversees the operations of the Funds and provides compliance services to the Funds. The Board also reviewed the Advisor's compliance program, including specific activities associated with the Funds. The Board discussed the compliance program with the Funds' Chief Compliance Officer (the "CCO"). The Board and the CCO discussed the CCO's evaluation of the operation of the Advisor's compliance program, and efforts with respect to the Funds, changes made to the Advisor's compliance program since the CCO's last annual report to the Board, and whether the CCO believed additional enhancements to the compliance program were warranted. The Board discussed compliance issues reported to the Board during the prior year and the remediation of such issues. The Board discussed key risk areas identified by the CCO and how such risks are addressed by the compliance program.

Based upon its review, the Board, including all of the Independent Trustees, concluded with respect to each Fund that (i) the investment advisory services provided by the Advisor with respect to the Fund were of high quality, (ii) the Advisor achieved the investment goals of the Fund, (iii) the Advisor's services benefited the Fund's shareholders, particularly in light of the nature of the Fund and the services required to support each such Fund, and (iv) they were generally satisfied with the nature, quality and extent of services provided to the Fund by the Advisor.

Comparison of Services and Fees

The Advisor presented information about the fairness and reasonableness of the investment advisory fees payable to the Advisor in light of the investment advisory services provided, the costs of these services and the comparability to the fees paid by other investment companies, including mutual funds offering strategies similar in nature and extent to the Funds. The Board discussed the methodology used to prepare the comparative fee data for each Fund and the potential limitations of such data. The Board discussed the difficulty in compiling the comparative data and Peer Group information because, by design, many of the Funds are unique and few, if any, funds offering substantially similar investment objectives and strategies exist. The Board considered the Advisor's representation that it found the Peer Group compiled by the independent consultant to be appropriate but acknowledged the existence of certain differences between certain Funds and their peers. The Board noted that the methodology used to compile the Peer Group and comparative data was identical to that used in prior years. Notwithstanding the challenge associated with Peer Group and data compilation, the Board found the comparative information it received to be useful in its evaluation of the reasonableness of the Advisor's fees. The Advisor presented information about the significant drivers of cost and also examined the costs to investors to achieve the objectives of the Funds on their own and noted that it would be more expensive or impractical to do so.

The Board also considered the fee waiver and/or expense reimbursement arrangements currently in place for each Fund and considered the net advisory fees paid by the Funds after taking waivers and reimbursements into account.

The Board considered and discussed the sub-advisory fees charged and the services provided by the Advisor to the one mutual fund it serves as sub-adviser. The Board recognized that the scope of services provided by the Advisor to the mutual fund is narrower than the services provided to the Funds for several reasons, including that the Advisor performs only services delegated to it by the investment adviser to the mutual fund and does not provide other services like daily cash management, collateral management and counterparty management. The Board noted that for these reasons it is difficult to make comparisons of fees charged to the sub-advised mutual fund and the Funds.

The Board also recognized that it is difficult to make comparisons of fees across fund complexes because there may be variations in services that are included in the fees paid by other mutual funds.

The Board, including all of the Independent Trustees, concluded that, with respect to the Funds, the investment advisory fees and any other compensation payable to the Advisor were reasonable in relation to the nature and quality of the services provided and that the continuation of the Advisory Agreement was in the best interests of the shareholders of the Funds.

Investment Performance of the Funds and the Advisor

The Board considered total return information for each Fund and focused on the correlation of returns to benchmark information for each Geared Fund for the 3-month, 1-year, 5-year, 10-year and since inception periods ended June 30, 2022, as applicable. The Board also considered performance information provided at regular Board meetings throughout the year. The Board noted that correlation of returns for each Geared Fund remained strong during the applicable periods and that Geared Fund performance versus target performance was generally within expected ranges. The Board further noted that Matching Fund performance versus benchmark index performance was also generally within expected ranges during the applicable periods. The Board noted that, given

December 31, 2022 (unaudited) :: Board Approval of Investment Advisory Agreement :: 427

the nature of the Funds that are Matching Funds or Geared Funds, the correlation of such Fund's performance with the performance of its underlying benchmark (or a relevant inverse or multiple thereof) was a more meaningful factor than the Fund's total return.

With regard to the Active Funds, the Board considered that, for the one-year, three-year, five-year and ten-year periods ended June 30, 2022, the Access Flex Bear High Yield ProFund underperformed its Peer Group and benchmark index. In regard to the Access Flex High Yield ProFund, the Board considered that for each of the one-year, three-year and five-year periods ended June 30, 2022, the Fund outperformed its Peer Group and benchmark index, and underperformed its Peer Group and benchmark index for the ten-year period ended June 30, 2022.

With regard to the Access VP High Yield Fund, the Board noted that for each of the one-year-, three-year, five-year and ten-year periods ended June 30, 2022, the Fund outperformed its Peer Group. The Fund outperformed its benchmark index for the one-year period and underperformed its benchmark index for the three-year, five-year and ten-year periods.

With regard to the Bitcoin Strategy ProFund, the Board noted that for the since inception period ended June 30, 2022, the Fund slightly outperformed its benchmark index and Peer Group average and universe average.

After reviewing the performance of the Funds, the Board, including the Independent Trustees, concluded, in light of the foregoing factors, that the performance of the Funds was satisfactory.

Profitability

The Board considered and discussed with representatives of the Advisor the significant drivers of cost incurred by or expected to be incurred by the Advisor in managing the Funds, including, but not limited to, intellectual capital, regulatory compliance, daily portfolio rebalancing of the Geared Funds, and entrepreneurial risk, and considered the costs that investors likely would incur if they independently sought to achieve the objectives of the Funds. The Board considered and discussed with representatives of the Advisor the profitability to the Advisor of its management of each of the Funds. The Board also discussed the Advisor's profit margin, including the expense allocation methodology used in the Advisor's profitability analysis. It was noted that the methodology for determining profitability was conducted in a similar fashion as the prior year.

The Independent Trustees met in executive session to discuss and evaluate the information provided by the Advisor and the independent consultant. Among other things, the Independent Trustees reviewed information regarding the financial condition and profitability of the Advisor, including the methodologies involved in calculating profitability.

Based on its review, the Board, including all of the Independent Trustees, concluded that the profitability to the Advisor of the Advisory Agreement was reasonable in light of the services and benefits provided to each Fund.

Economies of Scale

The Board discussed with representatives of the Advisor potential economies of scale in connection with the management and operation of each Fund as well as the effect of the contractual expense limitations undertaken by the Advisor. The Board considered that each Fund covered by the Advisory Agreement pays the Advisor an annual investment advisory fee of 0.75% of average daily net assets (other than the Ultra Japan ProFund and the UltraShort Japan ProFund, each of which pay 0.90%, the Nasdaq-100 ProFund which pays 0.70%, the ProFund V.P. U.S. Government Plus, which pays 0.50% and the Bitcoin Strategy ProFund which pays 0.45%).

The Board considered that, subject to the condition that the aggregate daily net assets of the Trust be equal to or greater than $10 billion, the Advisor has agreed to reduce each Fund's annual investment advisory fee by 0.025% on assets in excess of $500 million up to $1 billion, 0.05% on assets in excess of $1 billion up to $2 billion and 0.075% on assets in excess of $2 billion. The Board considered that for the periods presented, none of the Funds were subject to advisory fee reductions as a result of breakpoint fee reductions.

The Board indicated to the Advisor that it will continue to consider and evaluate on an ongoing basis potential economies of scale and how Fund shareholders might benefit from those economies of scale.

Other Benefits

The Board also considered the Advisor's non-advisory services, including those performed under a separate Management Services Agreement. The Board considered the fact that the Geared Funds' shareholders, and the shareholders of certain Matching Funds, tend to be active traders, which adds a level of complexity to the management of those Funds as the Advisor needs to account for significant asset flows in and out of the Funds. The Board also considered any indirect, or "fall-out," benefits that the Advisor or its affiliates derived from their relationship to the Funds but concluded that such benefits were relatively insignificant.

The Board considered that ProFund Distributors, Inc., a wholly-owned subsidiary of the Advisor, earns fees from the Funds for providing services under a Distribution and Shareholder Services Plan.

Conclusions

Based on, but not limited to, the above considerations and determinations, the Board, including all of the Independent Trustees, determined that the Agreement for the Funds is fair and reasonable in light of the nature, extent and quality of the services to be performed, the fee rates to be paid, the Advisor's expenses and such other matters as the Board considered relevant in the exercise of its business judgement. Accordingly, the Board concluded that the continuation of the Advisory Agreement was in the best interests of the shareholders of the Funds. On this basis, the Board unanimously voted in favor of the renewal of the Advisory Agreement.

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Expense Examples

430 :: Expense Examples (unaudited)

As a ProFund VP shareholder, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees; distribution fees; and other ProFund VP expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in a ProFund VP and to compare these costs with the ongoing cost of investing in other mutual funds. Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the examples are useful in comparing ongoing costs only and will not help you determine the relative total cost of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. These examples also do not reflect fees associated with insurance company or insurance contracts. If those fees were reflected, expenses would be higher.

Actual Expenses

The actual examples are based on an investment of $1,000 invested at the beginning of a six-month period and held for the entire period ended December 31, 2022.

The columns below under the heading entitled "Actual" provide information about actual account values and actual expenses. You may use this information, together with the amount you invested, 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 in the table under the heading entitled "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Expenses for Comparison Purpose

The hypothetical expense examples are based on an investment of $1,000 invested at the beginning of a six-month period and held for the entire period ended December 31, 2022.

The columns below under the heading entitled "Hypothetical" provide information about hypothetical account values and hypothetical expenses based on each ProFund VP's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not each ProFund VP's actual return. 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 may use this information to compare the ongoing costs of investing in your ProFund VP and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

						Actual				Hypothetical (5% return before expenses)
	Annualized Expense Ratio During Period			Beginning Account Value 7/1/22		Ending Account Value 12/31/22		Expenses Paid During Period(1)		Ending Account Value 12/31/22		Expenses Paid During Period(1)
ProFund Access VP High Yield		1.68	%	$	1,000.00	$	1,043.60	$	8.65	$	1,016.74	$	8.54
ProFund VP Asia 30		1.69	%		1,000.00		882.70		8.02		1,016.69		8.59
ProFund VP Banks		1.68	%		1,000.00		1,059.00		8.72		1,016.74		8.54
ProFund VP Basic Materials		1.68	%		1,000.00		1,087.50		8.84		1,016.74		8.54
ProFund VP Bear		1.68	%		1,000.00		970.90		8.35		1,016.74		8.54
ProFund VP Biotechnology		1.66	%		1,000.00		1,092.10		8.75		1,016.84		8.44
ProFund VP Bull		1.68	%		1,000.00		1,014.00		8.53		1,016.74		8.54
ProFund VP Consumer Goods		1.68	%		1,000.00		946.70		8.24		1,016.74		8.54
ProFund VP Consumer Services		1.68	%		1,000.00		1,006.70		8.50		1,016.74		8.54
ProFund VP Dow 30		1.62	%		1,000.00		1,075.90		8.48		1,017.04		8.24
ProFund VP Emerging Markets		1.68	%		1,000.00		978.10		8.38		1,016.74		8.54
ProFund VP Europe 30		1.67	%		1,000.00		1,023.60		8.52		1,016.79		8.49
ProFund VP Falling U.S. Dollar		1.68	%		1,000.00		1,009.40		8.51		1,016.74		8.54
ProFund VP Financials		1.68	%		1,000.00		1,049.50		8.68		1,016.74		8.54
ProFund VP Government Money Market		0.72	%		1,000.00		1,010.10		3.65		1,021.58		3.67
ProFund VP Health Care		1.68	%		1,000.00		1,054.70		8.70		1,016.74		8.54
ProFund VP Industrials		1.68	%		1,000.00		1,090.10		8.85		1,016.74		8.54
ProFund VP International		1.68	%		1,000.00		1,040.90		8.64		1,016.74		8.54
ProFund VP Internet		1.69	%		1,000.00		964.70		8.37		1,016.69		8.59
ProFund VP Japan		1.68	%		1,000.00		986.80		8.41		1,016.74		8.54
ProFund VP Large-Cap Growth		1.68	%		1,000.00		967.50		8.33		1,016.74		8.54
ProFund VP Large-Cap Value		1.68	%		1,000.00		1,060.90		8.73		1,016.74		8.54
ProFund VP Mid-Cap		1.68	%		1,000.00		1,070.00		8.77		1,016.74		8.54
ProFund VP Mid-Cap Growth		1.68	%		1,000.00		1,070.80		8.77		1,016.74		8.54
ProFund VP Mid-Cap Value		1.68	%		1,000.00		1,073.60		8.78		1,016.74		8.54
ProFund VP Nasdaq-100		1.68	%		1,000.00		945.10		8.24		1,016.74		8.54
ProFund VP Oil & Gas		1.68	%		1,000.00		1,237.20		9.47		1,016.74		8.54
ProFund VP Pharmaceuticals		1.68	%		1,000.00		976.40		8.37		1,016.74		8.54
ProFund VP Precious Metals		1.68	%		1,000.00		1,017.50		8.54		1,016.74		8.54
ProFund VP Real Estate		1.68	%		1,000.00		927.10		8.16		1,016.74		8.54

Expense Examples (unaudited) :: 431

						Actual				Hypothetical (5% return before expenses)
	Annualized Expense Ratio During Period			Beginning Account Value 7/1/22		Ending Account Value 12/31/22		Expenses Paid During Period(1)		Ending Account Value 12/31/22		Expenses Paid During Period(1)
ProFund VP Rising Rates Opportunity		1.68	%	$	1,000.00	$	1,183.80	$	9.25	$	1,016.74	$	8.54
ProFund VP Semiconductor		1.69	%		1,000.00		985.50		8.46		1,016.69		8.59
ProFund VP Short Dow 30		1.68	%		1,000.00		920.40		8.13		1,016.74		8.54
ProFund VP Short Emerging Markets		1.68	%		1,000.00		992.60		8.44		1,016.74		8.54
ProFund VP Short International		1.68	%		1,000.00		943.90		8.23		1,016.74		8.54
ProFund VP Short Mid-Cap		1.68	%		1,000.00		914.00		8.10		1,016.74		8.54
ProFund VP Short Nasdaq-100		1.68	%		1,000.00		1,026.50		8.58		1,016.74		8.54
ProFund VP Short Small-Cap		1.68	%		1,000.00		947.50		8.25		1,016.74		8.54
ProFund VP Small-Cap		1.68	%		1,000.00		1,029.70		8.59		1,016.74		8.54
ProFund VP Small-Cap Growth		1.68	%		1,000.00		1,026.00		8.58		1,016.74		8.54
ProFund VP Small-Cap Value		1.68	%		1,000.00		1,028.90		8.59		1,016.74		8.54
ProFund VP Technology		1.69	%		1,000.00		928.20		8.21		1,016.69		8.59
ProFund VP Telecommunications		1.68	%		1,000.00		975.60		8.37		1,016.74		8.54
ProFund VP UltraBull		1.62	%		1,000.00		992.80		8.14		1,017.04		8.24
ProFund VP UltraMid-Cap		1.68	%		1,000.00		1,103.90		8.91		1,016.74		8.54
ProFund VP UltraNasdaq-100		1.68	%		1,000.00		846.70		7.82		1,016.74		8.54
ProFund VP UltraShort Dow 30		1.39	%		1,000.00		827.10		6.40		1,018.20		7.07
ProFund VP UltraShort Nasdaq-100		1.68	%		1,000.00		965.80		8.32		1,016.74		8.54
ProFund VP UltraSmall-Cap		1.68	%		1,000.00		1,017.10		8.54		1,016.74		8.54
ProFund VP U.S. Government Plus		1.38	%		1,000.00		822.20		6.34		1,018.25		7.02
ProFund VP Utilities		1.68	%		1,000.00		1,015.40		8.53		1,016.74		8.54

⁽¹⁾  Expenses are equal to the average account value, multiplied by the ProFund VP's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).

432 :: Trustees and Executive Officers (unaudited)

Name, Address, and Birth Date	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Operational Portfolios in Fund Complex Overseen by Trustee*	Other Directorships Held by Trustee During Past 5 Years
Independent Trustees
William D. Fertig c/o ProFunds Trust 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 9/56	Trustee	Indefinite; June 2011 to present	Context Capital Management (Alternative Asset Management): Chief Investment Officer (September 2002 to present).	ProFunds (117); ProShares Trust (121)	Context Capital
Russell S. Reynolds, III c/o ProFunds Trust 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 7/57	Trustee	Indefinite; October 1997 to present	RSR Partners, Inc. (Executive Recruitment and Corporate Governance Consulting): Managing Director (February 1993 to present).	ProFunds (117); ProShares Trust (121)	RSR Partners, Inc.
Michael C. Wachs c/o ProFunds Trust 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 10/61	Trustee	Indefinite; October 1997 to present	Linden Lane Capital Partners LLC (Real Estate Investment and Development): Managing Principal (2010 to present).	ProFunds (117); ProShares Trust (121)	NAIOP (the Commercial Real Estate Development Association)
Interested Trustee
Michael L. Sapir** 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 5/58	Trustee and Chairman of the Board	Indefinite; April 1997 to present	Chairman and Chief Executive Officer of the Advisor (April 1997 to present); ProShare Advisors LLC (November 2005 to present); ProShare Capital Management LLC (June 2008 to present).	ProFunds (117); ProShares Trust (121)

*

The "Fund Complex" consists of all operational registered investment companies under the 1940 Act that are advised by ProFund Advisors LLC and any operational registered investment companies that have an investment adviser that is an affiliated person of ProFund Advisors LLC. Investment companies that are non-operational (and therefore, not publicly offered) as of the date of this report are excluded from these figures.

**

Mr. Sapir is an "interested person," as defined by the 1940 Act, because of his ownership interest in the Advisor.

Name, Address, and Birth Date	Position(s) Held with the Trust	Term of Office and Length of Time Served	Principal Occupation(s) During the Past 5 Years
Executive Officers
Todd B. Johnson 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 1/64	President	Indefinite; January 2014 to present	Chief Investment Officer of the Advisor and ProShare Advisors LLC (December 2008 to present); and ProShare Capital Management LLC (February 2009 to present).
Victor M. Frye, Esq. 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 10/58	Chief Compliance Officer and Anti-Money Laundering Officer	Indefinite; September 2004 to present	Counsel and Chief Compliance Officer of the Advisor (October 2002 to present) and ProShare Advisors LLC (December 2004 to present); Secretary of ProFunds Distributors, Inc. (April 2008 to present); Chief Compliance Officer of ProFunds Distributors, Inc. (July 2015 to present).
Richard F. Morris 7272 Wisconsin Avenue, 21st Floor Bethesda, MD 20814 Birth Date: 8/67	Chief Legal Officer and Secretary	Indefinite; December 2015 to present	General Counsel of the Advisor, ProShare Advisors, and ProShare Capital Management LLC (December 2015 to present); Chief Legal Officer of ProFunds Distributors, Inc. (December 2015 to present); Partner at Morgan Lewis & Bockius, LLP (October 2012 to November 2015).
Denise Lewis 4400 Easton Commons, Suite 200 Columbus, OH 43219 Birth Date: 10/63	Treasurer	Indefinite; June 2022 to present	Senior Vice President, Fund Administration, Citi Fund Services Ohio, Inc. (August 2020 to present); Director, Bank of New York Mellon (September 2015 – October 2019).

The Funds' Statement of Additional Information includes additional information about the Funds' Trustees and Officers. To receive your free copy of the Statement of Additional Information, call toll-free 888-776-3637.

 

P.O. Box 182800

Columbus, OH 43218-2800

This report is submitted for the general information of the shareholders of the ProFunds VP. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. To receive the most recent month end performance information for each Fund, please call toll-free 888-776-5717.

A description of the policies and procedures that the ProFunds VP uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling toll-free 888-776-3637; and on the Securities and Exchange Commission's website at sec.gov. Information regarding how the ProFund VP voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available. (i) without change by calling toll-free 888-776-3637; (ii) on the ProFunds' VP website at ProFunds.com; and (iii) on the Commission's website at sec.gov.

ProFunds VP files complete Schedules of Portfolio Holdings with the Commission for the first and third quarters of each fiscal year on Form N-PORT. Schedules of Portfolio Holdings for the Funds in this report are available without charge on the Commission's website at sec.gov, or may be reviewed and copied at the Commission's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.

12/22

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics is included as Exhibit 13(a)(1).

During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; there have been no amendments to, nor any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.

Item 3. Audit Committee Financial Expert.

3(a)(1) The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.

3(a)(2) The audit committee financial experts are William D. Fertig and Michael C. Wachs, who are “independent” for purposes of this Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a)	Audit Fees:
	2022 $708,000
	2021 $666,000

The fees relate to the audit of the registrants’ annual financial statements paid to PricewaterhouseCoopers LLP.

(b)	Audit-Related Fees:
	2022 $0
	2021 $0

(c)	Tax Fees:
	2022 $199,200
	2021 $190,300

The fees relate to the preparation of the registrant’s tax returns and review of income and capital gain distribution calculations paid to PricewaterhouseCoopers LLP.

(d)	All Other Fees:
	2022 $0
	2021 $0

(e)(1)    The Audit Committee may pre-approve at any regularly scheduled Audit Committee meeting audit, audit-related, tax and other non-audit services to be rendered or that may be rendered by the Auditor to the Trust and certain non-audit services to be rendered by the Auditor to the Advisor which require pre-approval by the Audit Committee. In connection with such pre-approvals, the Auditor, or a Trust officer, with the assistance of the Auditor, shall provide the Audit Committee with a report containing information about each type of service to be pre-approved at the meeting.

The Trust will use a combination of the two approaches for pre-approving proposed services: (1) the proposed service be specifically pre-approved by the Audit Committee (“specific pre-approval”) or (2) may be pre-approved without consideration of specific case-by-case services by the audit committee (“general pre-approval”). Unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee. Additionally, any proposed services exceeding pre-approved cost levels will also require specific pre-approval by the Audit Committee.

(e)(2)    No Services included in (b)-(d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not applicable as less than 50%.

(g)	2022 $199,200
	2021 $190,300

These aggregate fees were billed in the Reporting Periods for non-audit services by the principal accountant to the Registrant and Fund Management.

(h) Not applicable.

(i)  Not applicable.

(j)  Not applicable.

Item 5.  Audit Committee of Listed Registrants.

Not applicable.

Item 6.  Investments.

(a)  Not Applicable

(b)  Not Applicable

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a) The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)  File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.

(a)(1)  The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.

(a)(2)  Certifications pursuant to Rule 30a-2(a) are attached hereto.

(a)(3)  Not applicable.

(a)(4)  Not applicable.

(b)  Certifications pursuant to Rule 30a-2(b) are furnished hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) ProFunds

By (Signature and Title)* /s/ Denise Lewis

Denise Lewis, Treasurer and Principal Financial Officer

Date March 1, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)* /s/ Todd B. Johnson

Todd B. Johnson, President and Principal Executive Officer

Date March 7, 2023

By (Signature and Title)* /s/ Denise Lewis

Denise Lewis, Treasurer and Principal Financial Officer

Date March 1, 2023

* Print the name and title of each signing officer under his or her signature.