UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
Michael L. Sapir
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Erin E. Martin
c/o Morgan Lewis & Bockius LLP
77 West Wacker Drive
Chicago, Illinois 60601
and
Richard F. Morris
c/o ProShare Capital Management LLC
7272 Wisconsin Avenue
21st Floor
Bethesda, Maryland 20814
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
On March 20, 2024, ProShare Capital Management LLC, on behalf of ProShares Trust II, issued a press release announcing a forward share split (“Forward Split”) on each of ProShares Short VIX Short-Term Futures ETF (Cboe BZX Exchange, Inc. ticker symbol “SVXY”) and ProShares UltraShort Bloomberg Natural Gas (NYSE Arca, Inc. ticker symbol “KOLD”), and a reverse share split (“Reverse Split”) on ProShares Ultra VIX Short-Term Futures ETF (Cboe BZX Exchange, Inc. ticker symbol “UVXY”). The Splits will not change the value of a shareholder’s investment.
Forward Splits
ProShares Short VIX Short-Term Futures will execute a 2:1 Forward Split of its shares. ProShares UltraShort Bloomberg Natural Gas also will execute a 2:1 Forward Split of its shares. The Forward Splits will be effective at the market open on April 11, 2024, when the Funds begin trading at their post-Forward Split prices. The ticker symbol for the Funds will not change. The Forward Split will decrease the price per share of each Fund with a proportionate increase in the number of its shares outstanding. Specifically, for each of ProShares Short VIX Short-Term Futures and ProShares UltraShort Bloomberg Natural Gas, every pre-Forward Split share held by a Fund shareholder will result in the receipt of two post-Forward Split shares, which will be priced one half the net asset value of a pre-Forward Split share.
Reverse Split
ProShares Ultra VIX Short-Term Futures ETF will execute a 1:5 Reverse Split of its shares. The Reverse Split will be effective at the market open on April 11, 2024, when the Fund begins trading at its post-Reverse Split price. The ticker symbol for the Fund will not change, but the Fund will be issued new CUSIP number (74347Y755). The Reverse Split will increase the price per share of the Fund with a proportionate decrease in the number of shares outstanding. Specifically, for ProShares Ultra VIX Short- Term Futures ETF, every 5 pre-Reverse Split shares held by a Fund shareholder will result in the receipt of one post-Reverse Split share, which will be priced 5 times higher than the net asset value of a pre-Reverse Split share. For Fund shareholders who hold quantities of shares that are not an exact multiple of the applicable Reverse Split ratio (i.e., not a multiple of 5, 10 or 20), the Reverse Split will result in the creation of a fractional share. Post-Reverse Split fractional shares will be redeemed for cash and sent to the shareholder’s broker of record. This redemption may cause some shareholders to realize gains or losses, which could be a taxable event for those shareholders.
ProShare Capital Management LLC announced the foregoing via a press release dated March 20, 2024. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby incorporated by reference. The press release includes information relating to additional funds, none of which are series of ProShares Trust II.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release Dated March 20, 2024. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 20, 2024
| ProShares Trust II | ||
| By: |
/s/ Todd B. Johnson | |
| Todd B. Johnson | ||
| Principal Executive Officer | ||
Exhibit 99.1
ProShares Announces ETF Share Splits
BETHESDA, MD. March 20, 2024—ProShares, a premier provider of ETFs, announced today forward and reverse share splits on eleven of its ETFs. The splits will not change the total value of a shareholder’s investment and will be effective on two separate dates.
Forward Splits—Phase One
ProShares will implement forward splits for five ETFs in two phases, on two separate dates. Three ETFs will forward split shares at the following split ratios:
| Ticker |
ProShares ETF |
Split Ratio | ||
| SPXE |
ProShares S&P 500 Ex-Energy |
2:1 | ||
| SPXN |
ProShares S&P 500 Ex-Financials |
2:1 | ||
| SPXV |
ProShares S&P 500 Ex-Health Care |
2:1 |
All forward splits in phase one will apply to shareholders of record as of market close on April 8, 2024, payable after market close on April 9, 2024. All forward splits will be effective prior to market open on April 10, 2024, when the funds will begin trading at their post-split prices. The ticker symbols and CUSIP numbers for the funds will not change.
Forward Splits—Phase Two
Two ETFs will forward split shares at the following split ratios:
| Ticker |
ProShares ETF |
Split Ratio | ||
| KOLD |
ProShares UltraShort Bloomberg Natural Gas |
2:1 | ||
| SVXY |
ProShares Short VIX Short-Term Futures |
2:1 |
Forward splits in phase two will apply to shareholders of record as of market close on April 9, 2024, payable after market close on April 10, 2024. All forward splits will be effective prior to market open on April 11, 2024, when the funds will begin trading at their post-split prices. The ticker symbols and CUSIP numbers for the funds will not change.
The forward splits will decrease the price per share of each fund, with a proportionate increase in the number of shares outstanding. For example, for a two-for-one split, every pre-split share will result in the receipt of two post-split shares, which will be priced at one-half the net asset value (“NAV”) of a pre-split share.
Illustration of a Forward Split
The following table shows the effect of a hypothetical two-for-one forward split.
| Period |
# of Shares Owned | Hypothetical NAV | Value of Shares | |||
| Pre-Split |
100 | $120.00 | $12,000.00 | |||
| Post-Split |
200 | $ 60.00 | $12,000.00 |
Reverse Splits—Phase One
ProShares will implement reverse splits for six ETFs in two phases, on two separate dates. Five ETFs will reverse split shares at the following split ratios:
| Ticker |
ProShares ETF |
Split Ratio | Old CUSIP |
New CUSIP | ||||
| REW |
ProShares UltraShort Technology |
1:2 | 74347G424 | 74349Y852 | ||||
| PSQ |
ProShares Short QQQ |
1:5 | 74347B714 | 74349Y837 | ||||
| QID |
ProShares UltraShort QQQ |
1:5 | 74347G739 | 74349Y829 | ||||
| SSG |
ProShares UltraShort Semiconductors |
1:5 | 74347G622 | 74349Y860 | ||||
| SPXU |
ProShares UltraPro Short S&P500 |
1:5 | 74347B110 | 74349Y845 |
All reverse splits for phase one will be effective prior to market open on April 10, 2024, when the funds will begin trading at their post-split prices. The ticker symbols for the funds will not change. All funds undergoing a reverse split will be issued new CUSIP numbers, listed above.
Reverse Splits—Phase Two
One ETF will reverse split shares at the following split ratio:
| Ticker |
ProShares ETF |
Split Ratio | Old CUSIP |
New CUSIP | ||||
| UVXY |
ProShares Ultra VIX Short-Term Futures | 1:5 | 74347Y771 | 74347Y755 |
The reverse split for phase two will be effective prior to market open on April 11, 2024, when the fund will begin trading at its post-split price. The ticker symbol for the fund will not change. The fund undergoing a reverse split will be issued a new CUSIP number, listed above.
The reverse splits will increase the price per share of each fund, with a proportionate decrease in the number of shares outstanding. For example, for a one-for-five reverse split, every five pre-split shares will result in the receipt of one post-split share, which will be priced five times higher than the NAV of a pre-split share.
Illustration of a Reverse Split
The following table shows the effect of a hypothetical one-for-five reverse split.
| Period |
# of Shares Owned | Hypothetical NAV | Value of Shares | |||
| Pre-Split |
1,000 | $10.00 | $10,000.00 | |||
| Post-Split |
200 | $50.00 | $10,000.00 |
Fractional Shares from Reverse Splits
For shareholders who hold quantities of shares that are not an exact multiple of the reverse split ratios (for example, not a multiple of five for a one-for-five reverse split), the reverse splits will result in the creation of fractional shares. Post-reverse split fractional shares will be redeemed for cash and sent to your broker of record. This redemption may cause some shareholders to realize gains or losses, which could be a taxable event for those shareholders.
About ProShares
ProShares has been at the forefront of the ETF revolution since 2006. ProShares now offers one of the largest lineups of ETFs, and, along with its affiliates, now manages more than $65 billion in assets. The company is a leader in strategies such as dividend growth, rising rates, thematics, crypto and geared (leveraged and inverse) ETF investing. ProShares continues to innovate with products that provide strategic and tactical opportunities for investors to manage risk and enhance returns.
MEDIA CONTACT
Tucker Hewes
212-207-9451
tucker@hewescomm.com
INVESTOR CONTACT
ProShares
866-776-5125
Some ProShares ETFs seek daily investment results that correspond, before fees and expenses, to a multiple (e.g., 2x or -2x) of the daily performance of its underlying benchmark (the “Daily Target”). While the Funds have a daily investment objective, you may hold a Fund’s shares for longer than one day if you believe it is consistent with your goals and risk tolerance. For any holding period other than a day, your return may be higher or lower than the Daily Target. These differences may be significant. Smaller index gains/losses and higher index volatility contribute to returns worse than the Daily Target. Larger index gains/losses and lower index volatility contribute to returns better than the Daily Target. The more extreme these factors are, the more they occur together, and the longer your holding period while these factors apply, the more your return will tend to deviate. Investors should consider periodically monitoring their geared fund investments in light of their goals and risk tolerance.
Investing involves risk, including the possible loss of principal. ProShares ETFs are generally non-diversified, and each entails certain risks, which may include risk associated with the use of derivatives (swap agreements, futures contracts and similar instruments), imperfect benchmark correlation, leverage and market price variance, all of which can increase volatility and decrease performance. Short positions lose value as security prices increase. Narrowly focused investments typically exhibit higher volatility. Investments in smaller companies typically exhibit higher volatility. Smaller company stocks also may trade at greater spreads or lower trading volumes, and may be less liquid than stocks of larger companies. Please see prospectuses for a more complete description of risks. There is no guarantee any ProShares ETF will achieve its investment objective.
Carefully consider the investment objectives, risks, charges and expenses of ProShares before investing. This and other information can be found in their summary and full prospectuses. Read them carefully before investing. Separate ProShares Trust II prospectuses are available for Volatility, Commodity, and Currency ProShares.
ProShares are distributed by SEI Investments Distribution Co., which is not affiliated with the funds’ advisor or sponsor.